Blackline Safety Corp. — Capital/Financing Update 2021

Mar 1, 2021

December 8, 2020

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BLACKLINE SAFETY CORP.

Attention: Mr. Cody Slater, Chairman & CEO

UNIT 100, 803 24 AVENUE SE CALGARY, ALBERTA T2G 1P5

Re: Offer of Financing

Dear Mr. Slater,

At National Bank, offering tailored solutions is a priority. We are therefore pleased to present to Blackline Safety Corp. (the “ Borrower ”) the following offer of financing:

	Financing product(s)	Amount	Status
A	CAD and USD Operating line of credit	Maximum $15,000,000.00 CAD	New
B	Mastercard credit cards	Maximum $250,000.00 CAD	New
C	Global Net Risk Line for Derivatives	Maximum $1,000,000.00 CAD	New

The offer of financing includes: the terms and conditions of the financing products, the required security, conditions, fees and other provisions set out in Schedule A.

This offer of financing is valid until December 11, 2020 before 5 p.m. To accept this offer, you must return a signed copy of it to us. After this date, the Bank may cancel or amend this offer without notifying you.

Yours truly,

[ Signed ] [ Signed ] [Name redacted] [Name redacted] [Title redacted] [Title redacted]

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Toronto Transit No. 14611 130 King St., Suite 3200, Toronto ON, M5X 1J9

Blackline Safety Corp.

1. Financing products

A. CAD and USD Operating Line of Credit – CAD$15,000,000.00

Purpose	Finance day-to-dayoperations
Interest rate	> Canadian Prime Rate plus[redacted]% per annum for CAD advances > U.S. Base Rateplus[redacted]%per annum of USD advances
Amount available	Determined according to the conditions set out in Section 3. Calculation related to the line of credit
Terms of use	Can be used and re-used as follows: > Floating-rate advances in CAD and USD via Canadian Prime Rate or US Base Rate, as applicable.
Disbursement/	> In multiples of CAD$50,000.00 for CAD advances > In multiples of US$50,000.00 for USD advances
Repayment
Fees	Standby fees:[redacted]% per annum on the unused portion, payable monthly on the 26th dayof the month

B. Mastercard credit cards – CAD$250,000.00

Purpose Finance day-to-day purchases made with credit cards

C. Global Net Risk Line for Derivatives – CAD$1,000,000.00

Purpose Cover the Bank’s net risks for the use of derivatives by the Borrower

2. Security

All the Borrower’s obligations to the Bank must at all times be secured by all of the following security. However, the following table or security documents can provide for certain obligations to be secured by specific security. In all cases, the Borrower must sign the documentation required by the Bank.

Borrower

			Related
		Status
			product(s)
General security	1st ranking on all personal property	(to be obtained)	ALL
agreement
Intellectual	1st ranking on all intellectual property	(to be obtained)	ALL
Property security
agreement
Guarantors
			Related
		Status
			product(s)
Guarantee	Unlimited from Blackline Safety Europe Limited	(to be obtained)	ALL
The obligations resultingfrom theguarantee must at all times be secured bythe followingsecurity:
General security	1st ranking on all personal property of Blackline Safety Europe Limited	(to be obtained)	ALL
agreement

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Toronto Transit No. 14611 130 King St., Suite 3200, Toronto ON, M5X 1J9

Blackline Safety Corp.

3. Conditions

The financing products are subject to the following specific conditions in addition to the conditions set out in Schedule A.

Calculation related to the line of credit

Amount available Tested monthly on the last day of each calendar month, the aggregate amount available with respect to financing Product A (CAD and USD line of credit) is equal to the lesser of CAD$15,000,000.00 and the Borrowing Base, evidenced, to the Bank’s satisfaction, by the ” Borrowing Base Certificate (the “ Amount Available ).

Other Applicable Conditions

Presentation of > No later than 25 days after the end of each month, shall furnish the Bank with a documents Borrowing Base certificate (each, a “ Borrowing Base Certificate ”) in the form furnished by the Bank and attached hereto as Exhibit A, signed by an officer of the Borrower, evidencing: (a) the Borrower’s Borrowing Base and compliance with the conditions set forth in this offer, (b) aged accounts receivable listing, (c) aged accounts payable listing, (d) the total MRR listing by customer, customer geographic location, and percentage of total MRR for each customer against the total MRR for the applicable month, and (e) calculation of (i) total customer recurring subscription based revenue (in dollars) lost via contract cancellations, non-renewals, refunds or other contract changes or amendments which lower the revenue related to such contract, and (ii) any recurring subscription based revenue increase from existing customers, in each case, for the applicable month.

• No later than 60 days after the end of each quarter, shall furnish the Bank with a compliance certificate (each, a “ Compliance Certificate ”), in the form furnished by the Bank and attached hereto as Exhibit B, signed by an officer of the Borrower (a) evidencing details of the Borrower’s financial covenant for such period, and (b) attaching quarterly company-prepared consolidated financial statements of the Borrower with comparisons to budget and year-over-year comparison.

• No later than 120 days after the end of each fiscal year-end, shall furnish the Bank with: (a) a listing of inventory, and (b) listing of customer contract expiry dates, in each case for the Borrower and each of its subsidiaries.

Global Net Risk Line for Derivatives

Allows to conclude contracts with respect to:

• The sale or purchase of foreign currencies freely negotiated by the Bank up to a sublimit in the amount of CAD$1,000,000.00 and for a maximum term of 1 year

Other treasury products offered by the Bank, subject to the conditions then set by the Bank

Other

Canadian banking activity including FX and operating accounts to be maintained with the Bank.

The Borrower shall forthwith notify the Bank in writing of any changes in the composition of the Board of Directors of the Borrower or any changes to the key management of the Borrower. > No Borrower or guarantor shall create, incur, assume, guarantee or otherwise become directly or indirectly liable for any obligations for borrowed money which bears interest or to which interest is imputed, including (a) obligations arising from the financing of government tax credits, and (b) obligations for the deferred payment of the purchase of property, capital lease obligations and indebtedness secured by purchase money security interests; except for obligations referred to in this subparagraph (b) in excess of $500,000 in the aggregate at any time.

The Borrower and any guarantor undertake to obtain the consent of the Bank before

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Toronto Transit No. 14611 130 King St., Suite 3200, Toronto ON, M5X 1J9

Blackline Safety Corp.

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they aquire (whether for cash, property, services, securities or otherwise) shares, bonds, notes, debentures, partnership or other property interests or other securities of any other person or enter into any agreement to make any such acquisition.

Financial conditions

Financial	In the form of audited consolidated financial statements of the Borrower	Annual and maximum 120 days after fiscalyear-end
statements
	In the form of management prepared unit financial statements for all subsidiaries of the Borrower	Annual and maximum 120 days after fiscalyear-end
	Rolling forecast, including cash flow projections, for 18 months following the most recently completed fiscalyear end	Annual and maximum 120 days after fiscal year-end

Financial ratios

Cash to Cash Burn Tested quarterly, within 60 days of each quarter end, an Available Cash to Cash Burn Ratio. ratio of not less than 12.0 : 1.0, evidenced, to the Banks’s satisfaction, by the Compliance Certificate.

Conditions required to disburse the financing products:

• Completion by the Bank of its due diligence with respect to the Borrower, any guarantors, if any, and their respective management and businesses, and formal credit approval of the credit facilities contemplated hereby

• Delivery to the Bank of duly executed copies of the security documents set out above, and the due registration, filing and recording of such security in all applicable offices or places of registration in all relevant jurisdictions

• Delivery to the Bank of a duly executed negative pledge agreement from Blackline Safety USA Corp. and Blackline Safety Australia Pty. Ltd. pursuant to which such parties covenant and agree not to create, incur, assume or suffer to exist any encumbrance on or affecting any of their respective properties, assets or undertakings.

• Evidence of repayment in full of the obligations owed to the [name redacted]

• Delivery to the Bank of any releases, discharges, subordinations and postponements of all encumbrances affecting the collateral encumbered by the security granted to the Bank hereunder which are not permitted hereunder

• Receipt by the Bank of copies of constating documents, resolutions, officer’s certificates and other customary closing documents for each of the Borrower and the guarantors

• Payment of required charges and fees

• Written opinion of the legal advisors of the Borrower and of any corporate guarantor, if applicable, in form and substance satisfactory to the Bank in their sole discretion, acting reasonably

• Receipt by the Bank of any documentation required in connection with its know your client and anti money laundering requirements

• Non-existence of any continuing event of default

• Such additional evidence, documents or undertakings as the Bank may reasonably request to establish the consummation of the transactions contemplated by this offer

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Toronto Transit No. 14611 130 King St., Suite 3200, Toronto ON, M5X 1J9

Blackline Safety Corp.

4. Fees

4. Fees
Set-up fees	Payable upon receipt of this Offer: CAD$[redacted] (amount received) Monthy management fee of CAD$[redacted]per month Annual review fee of[redacted]% of authorized credit, paid annually See other fees in Schedule A
Monthly management fee
Annual review fee
Other fees

[Signature pages follow.]

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Toronto Transit No. 14611 130 King St., Suite 3200, Toronto ON, M5X 1J9

Blackline Safety Corp.

5. Acceptance

The undersigned confirms having read and understood this offer and Schedule A which forms an integral part of the offer, and accepts all terms, conditions, security and obligations.

Signed at Calgary, Province of Alberta, on the 13 day of January 2021.

BLACKLINE SAFETY CORP.

By: [ Signed ] Name: [Redacted] Title: [Redacted] [Redacted] Email address

By: Name: Title:

Email address

Guarantor(s)

The undersigned confirms/confirm having read and understood this offer and Schedule A which forms part of this offer, and hereby accepts/accept the terms, conditions and obligations hereof.

Signed at Calgary, Alberta, on the 13 day of January 2021.

BLACKLINE SAFETY EUROPE LIMITED

By: [ Signed ] By: Name: [Redacted] Name: Title: [Redacted] Title: [Redacted] Email address Email address

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Exhibit A Borrowing Base Certificate

TO: NATIONAL BANK OF CANADA FROM: BLACKLINE SAFETY CORP. (the “ Borrower ”) RE: Offer of Financing dated as of December 8, 2020 between the Borrower and National Bank of Canada, as bank the “ Bank ”), as amended, restated, supplemented or replaced from time to time (the “ Offer ”)

I, ___, the ______ of the Borrower, hereby certify, in that capacity and not personally, that as of the date hereof:

1. I have read and am familiar with the provisions of the Offer and have made such examinations and investigations, including the review of the applicable books and records, as are necessary to enable me to express an informed opinion as to the matters set out herein. Unless otherwise defined herein, terms defined in the Offer and used herein shall have the meanings given to them in the Offer.

2. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Offer.

3. As of the last Business Day of the month ending ___ (the “ Compliance Date ”):

4. a. Attached hereto as Schedule A is a calculation of the Borrowing Base and Amount Available as of the Compliance Date.

5. b. Attached hereto as Schedule B is an aged accounts receivable listing as of the Compliance Date.

6. c. Attached hereto as Schedule C is an aged accounts payable listing as of the Compliance Date.

7. d. Attached hereto as Schedule D is the total MRR listing by customer, customer geographic location, and percentage of total MRR for each customer against the total MRR for the month ended on the Compliance Date.

8. e. Attached hereto as Schedule E is a calculation of calculation of (i) total customer recurring subscription based revenue (in dollars) lost via contract cancellations, non-renewals, refunds or other contract changes or amendments which lower the revenue related to such contract, and (ii) any recurring subscription based revenue increase from existing customers, in each case, for the month ended on the Compliance Date.

9. As of the Compliance Date and as of the date hereof, all representations and warranties contained in the Offer are true and accurate as if made on and as of such date, all of the covenants, terms and conditions of the Offer to be performed or complied with by the Borrower as of such date have been performed or complied with and no event of default or event which would constitute an event of default has occurred under the Offer and is continuing.

Dated the _day of ___, 20___.

BLACKLINE SAFETY CORP.

By: Name: Title:

Schedule A

Borrowing Base Calculation

Compliance Date: ____

Borrowing Base:

1. MRR of the most recent month end

2. Churn

3. a. Total customer recurring subscription based revenue (in dollars) lost via contract cancellations, non-renewals, refunds or other contract changes or amendments which lower the revenue related to such contract for the trailing 12 month period less any recurring subscription based revenue increase from existing customers for the trailing 12 month period

4. b. MRR for the trailing 12 month period

5. Churn Rate (line 2.a divided by line 2.b)

6. 100% - Churn Rate (line 3) [CAPPED AT 100%]

7. Multiple

8. Line 1 multiplied by Line 4 multiplied by Line 5

9. Less: Prior Claims

10. Borrowing Base (line 6 minus line 7)

Amount Available:

1. Drawn Portion of the Operating Line of Credit:

2. Borrowing Base: 3. Surplus/Shortfall (line 2 minus line 1):

$___ $___

$___ _% % 6x $________ $___ $___ $___ $___ $ ______

Exhibit B Compliance Certificate

TO: NATIONAL BANK OF CANADA FROM: BLACKLINE SAFETY CORP. (the “ Borrower ”) RE: Offer dated as of December 8, 2020 between the Borrower and National Bank of Canada, as bank the “ Bank ”), as amended, restated, supplemented or replaced from time to time (the “ Offer ”)

I, ___, the ______ of the Borrower, hereby certify, in that capacity and not personally, that as of the date hereof:

1. I have read and am familiar with the provisions of the Offer and have made such examinations and investigations, including the review of the applicable books and records, as are necessary to enable me to express an informed opinion as to the matters set out herein. Unless otherwise defined herein, terms defined in the Offer and used herein shall have the meanings given to them in the Offer.

2. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Offer.

3. As of the last business day of the quarter ending ______ (the “ Compliance Date ”), the Available Cash to Cash Burn ratio is not less than 12.0 : 1.0 and attached hereto as Schedule A is a calculation of the Available Cash to Cash Burn ratio as of the Compliance Date.

4. Attached hereto as Schedule B are the quarterly company-prepared consolidated financial statements of the Borrower with comparisons to budget and year-over-year comparison for the financial quarter of the Borrower ended as of the Compliance Date.

5. As of the Compliance Date and as of the date hereof, all representations and warranties contained in the Offer are true and accurate as if made on and as of such date, all of the covenants, terms and conditions of the Offer to be performed or complied with by the Borrower as of such date have been performed or complied with and no event of default or event which would constitute an event of default has occurred under the Offer and is continuing.

Dated the _day of ___, 20_______.

BLACKLINE SAFETY CORP.

By: Name: Title:

SCHEDULE A Offer of Financing of National Bank of Canada

Conditions governing the financing products

Disbursement and repayment conditions

The Borrower may have a financing product disbursed or renewed when:

1. The conditions set out in the offer of financing (and any other agreement between the Borrower and the Bank, if applicable) have been met;

2. The required charges and fees have been paid;

3. Any document required by the Bank has been signed and given to it;

4. Security interests have been registered, with the applicable rank, when required; and

5. No material unfavourable change has occurred.

Disbursements and repayments must be made on the dates set out in this offer; otherwise, the Bank may, at its discretion, refuse to make any disbursement. If a payment is payable on a non-business day, the payment will be made on the next business day.

Demand financing products

Products covered . The demand financing products are as follows: line of credit, line of credit with temporary operating credit, line of credit in CAD$ by way of account overdrafts, line of credit in USD$ by way of account overdrafts, line of credit for letters of guarantee, line of credit for letters of credit, letter of guarantee, letter of credit, demand loan, Mastercard credit, credit for the financing of tax credits, credit for the financing of taxes, electronic funds transfer settlement risk, settlement risk for accounts held at the Bank’s New York City branch.

The following also constitute demand financing products: bridge financing with option to convert to term loan for the portion of the credit not converted at term; credit for capital expenditures for the undisbursed credit portion; global net risk line for derivatives for the portion of risk for which there is no contract between the Bank and the Borrower.

Notion . Demand financing products are payable by the Borrower at any time at the Bank’s sole discretion. The Bank may therefore at any time, before or after a request for repayment to the Borrower, terminate these products and stop making new advances, without delay or notice to the Borrower. These products are payable at any time, in full or in part, without penalties.

Annual fee . The Borrower must pay an annual fee for any demand financing product in conjunction with the Bank’s annual credit review.

Overrun of the available amount. When the used amount of a financing product exceeds the amount available as set out in this offer, the Borrower must immediately repay the difference. If the Bank were to temporarily tolerate such overrun, it could require:

1. The immediate payment of a lump sum so that the amount used is equal to or less than the available amount;

2. That new investments, securities or other financial assets be given as security.

The Borrower will then have to pay the Bank fees of [redacted] % on the overrun amount, with minimum fees of $ [redacted] .

If the Bank does not tolerate the overrun, the Borrower must repay in full the balance of the financing product, plus all fees and interest accrued.

Overrun of the authorized amount. When the amount owed by the Borrower exceeds the authorized amount of the financing product, the Borrower must immediately repay the excess amount to the Bank.

Separate agreements. Certain financing products are also governed by separate agreements: Mastercard credit card, letter of guarantee or letter of credit, global net risk line for derivatives and electronic funds transfer settlement risk.

For these products, the Borrower must meet all the conditions set out in this offer, as well as the conditions set out in any applicable separate agreement.

Approval . The approval of each issue or renewal request of a letter of credit or a letter of guarantee, a transaction request related to the global net risk line for derivatives or electronic funds transfer settlement risk remains subject to the Bank’s sole discretion.

Specific rules: letters of guarantee and letters of credit . The Bank may periodically revise fees for the issue or renewal of each letter upon prior notice of 30 days to the Borrower.

The amount of credit available under which the letter of guarantee or letter of credit is issued will be reduced by the face value of any at sight or at term letter of guarantee or letter of credit upon issue. Upon payment, this letter becomes a floating-rate advance under the credit affected by the issue.

Letters of credit will be payable within a period not exceeding 90 days.

Letters of guarantee will be payable within a period not exceeding 364 days.

Global net risk line for derivatives. The global line allows the Borrower to enter into contracts with the Bank with respect to:

1. Interest rate derivatives;

2. The sale or purchase of foreign currencies freely negotiated by the Bank;

3. Commodity derivatives; or

4. Other treasury products offered by the Bank.

The amount of the risk of each transaction will be determined by the Bank in accordance with the applicable level of risk and fee schedule then in effect at the Bank.

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The agreements related to this product are: the declaration of the risks relating to credit with interest rate swaps, the foreign currency conversion agreement, the International Swap and Derivatives Association (ISDA) master agreement, the Credit Support Annex (CSA) agreement and the confirmation, as applicable, of any transaction.

Term financing products

Products covered . The term financing products are as follows: term loan, non-revolving special credit for capital expenditures (when disbursed), revolving term credit, term loan granted under the Canada Small Business Financing Act , bridge financing with option to convert to term loan (when converted), Agri Flex financing and mortgage loan.

Verbal agreements for certain terms and conditions. The Borrower and the Bank can verbally agree on the following terms and conditions: term extension, new term, applicable interest rate and payment dates.

The product remains subject to the other conditions then applicable.

These terms and conditions may be confirmed to the Borrower and the guarantor by email or by regular mail.

Neither the Bank nor the Borrower are obligated to extend the term of a product. At the end of the term, the Borrower can repay the product in full and the Bank can request repayment of the product.

Annual fee . The Borrower must pay annual review fees for any term financing product (except for the term loan granted under the Canada Small Business Financing Act ) in effect on the anniversary date of this offer.

Application of payments. The Bank may, at its discretion, apply any payment first to the interest and then to the principal or any other amount owed by the Borrower.

When the Bank temporarily tolerates a late payment, the Borrower will pay the Bank late fees according to the payment frequency. These fees will be calculated at the rate of [redacted] % on the amount of the late payment until this payment is made is full with minimum fees of $ [redacted] per payment.

Option to convert a floating rate to a fixed rate. When offered and approved, the following conditions apply to this option:

1. The Borrower may exercise or renew it (when the fixed-rate period expires) with a prior written notice to the Bank of at least two business days;

2. The fixed-rate period will be no less than 12 months without exceeding the term of the product.

If the Borrower does not exercise the option, the fixed rate reverts to the floating rate applicable to the product concerned.

Repayment before the end of the term

• Floating-rate disbursements. The Borrower may repay the amounts disbursed if the repayment is made from the Borrower’s excess generated funds or through a capital stock issue. If the repayment comes from other sources, the Bank will apply a penalty of three months’ interest on the repaid principal and withhold this penalty from the Borrower’s repayment.

• Partial repayments will be applied to the final payment of principal and/or interest or any other amount owed by the Borrower, at the Bank’s discretion.

• Fix-rate disbursements. The Borrower cannot repay the amounts disbursed before the end of the term.

• Annual repayment option . When offered, this option allows the Borrower to make a non-cumulative repayment before the end of the term, up to 15% of the original authorized amount of the product affected as of the first anniversary date of the final disbursement, without penalty. Such repayment must come from the Borrower’s excess generated funds or through a capital stock issue and will be applied without any change to the original method of payment, which remains in force.

Cost overrun. The Bank may stop disbursing on any project that results in an overrun of the costs initially planned, until these costs are assumed by the Borrower and its shareholders, partners and affiliated companies.

Banker’s acceptances

The Borrower must meet the following conditions when the terms of use of or option to convert the product into bankers’ acceptances is offered:

1. The Borrower must send a written notice of at least two business days to the Bank, in accordance with the prescribed form;

2. As a part of a demand financing product or a term revolving credit, the issue, renewal or conversion must be for an aggregate minimum amount of $2,000,000.00, and for a demand financing product only, in multiples of $100,000.00 for any sum in excess thereof;

3. As a part of a term financing product (non-revolving), the first issue or conversion must be for an aggregate minimum amount of $2,000,000.00;

4. The term chosen must be at least 30 days and no more than 364 days, not include any grace period and, as applicable, at no time exceed the credit availability;

5. The Borrower cannot repay bankers’ acceptances before their maturity date;

6. The Borrower must pay stamping fees at the time of acceptance by the Bank; these fees may be revised periodically by the Bank upon giving 30 days’ prior written notice to the Borrower;

7. When issuing banker’s acceptances, the Bank will give the Borrower the discounted proceeds of the bankers’ acceptances less the stamping fees;

8. In the case of a renewal of a bankers’ acceptance by issuing a new bankers’ acceptance, the discounted proceeds of the new bankers’ acceptance will be applied to the repayment of the expired bankers’ acceptance and the Borrower will pay the Bank the stamping fees for issuing the new bankers’ acceptance, plus an amount equal to the difference between the nominal value of the expired bankers’ acceptance and the discounted proceeds of the new bankers’ acceptance, failing which the Bank will not be obligated to comply with the request for renewal;

9. If a bankers’ acceptance is not renewed at maturity, it becomes a floating-rate advance;

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1. In the case of a conversion by way of a bankers’ acceptance, the discounted proceeds of the bankers’ acceptance will be applied to the repayment of the floating-rate advance covered by the conversion and the Borrower will pay to the Bank the stamping fees for issuing the new bankers’ acceptance, failing which the Bank will not be obligated to comply with the request for conversion.

The approval of any request to issue, convert or renew a banker’s acceptance is subject to the Bank’s discretion.

Representations and warranties

accurate so that the Bank may deem them to be validly issued without further formality.

• Security. Grant to the Bank any additional security that it may require from time to time.

• Visit and access . At all times, give the Bank’s representatives or mandataries/agents the right to visit and access its establishments, the right to examine its books of account and other records, and take excerpts therefrom or make copies thereof.

• Insurance. Maintain insurance coverage on its property against loss or damages caused by fire and any other risk as is customarily maintained by the same type of company.

• Environment.

The Borrower and any guarantor hereby represent and warrant to the Bank the truth and accuracy of the following:

• Legal existence. It is duly constituted and organized, validly existing and operating in accordance with the laws applicable to it.

• Power and capacity. It has the required power and capacity to execute this offer and the security documents, and perform its obligations under these documents.

• Compliance with obligations. It complies with its contractual obligation towards the Bank and any other party.

• Commercial activities. The Borrower contracts the financing covered by this offer for its commercial activities.

• Financial Information. The balance sheet, the most recent financial statements and other financial information submitted to the Bank are true, accurate and complete, and fairly represent the current financial situation of the Borrower. They are prepared based on generally accepted accounting principles established by the Accounting Standards Board.

• Ownership of property. It has good and marketable title to all its property, which is free and clear of any prior claims, security or other similar encumbrances, except for those already granted in favour of a third party or otherwise permitted hereunder.

• Litigation. It is not involved in any dispute or legal proceedings which could have a material impact on its financial position or on its capacity to operate its company.

• Taxes. It has paid (or will pay at expiry) all the taxes and duties that it is bound to pay or that are imposed on its property, without subrogation or payment agreement.

Covenants

The Borrower and any guarantor undertake to:

• Continuation of the company . Maintain the existence of its company and not modify its corporate structure.

• Purpose of financing . Use the financing product for the purposes set out in this offer.

• Information and documents . Provide the Bank with any information or document that the Bank may reasonably request and ensure that this information or these documents, regardless of the medium (paper, electronic, verbal or other) and whether or not they are signed by a representative, be

• Comply with all legal requirements regarding the protection of the environment with respect to its property and all the sites where it operates its company;

• Provide, at its expense and upon request from the Bank, any information or report concerning its environmental situation or any neighbouring property; and

• Indemnify the Bank for any damage or any liability which it may incur as a result of non-compliance with legal requirements.

• These covenants will survive the cancellation of the security or the full and final payment of any amount owing by the Borrower to the Bank.

• Events of default . Notify the Bank, without delay, of any event of default or any other event which, following notice or the expiry of a time period, may constitute an event of default.

• Survival of representations and warranties. Ensure that each representation and warranty set out in this document remain true and accurate at all times.

The Borrower and any guarantor undertake to obtain the consent of the Bank before they:

• Distributions and loans . Grant advances or any type of distribution to its officers, directors, shareholders, partners, members or related parties other than wages and other compensation owing to officers and directors in the ordinary course of business.

• Guarantees . Grant financial assistance, make an investment or provide a guarantee to a third party other than a subsidiary.

• Nature of business . Modify the nature of its operations or its company.

• Change to project . Significantly modify a project financed by the Bank.

• Merger. Amalgamate with any other company or continue its existence in another jurisdiction.

• Disposal of property and change of control . Sell a substantial portion of its property or, allow any Change of Control. For the purposes of the Offer, "Change of Control" in respect of the Borrower means the occurrence of any of the following events: (a) a merger, amalgamation, arrangement, consolidation, reorganization or transfer takes place in which beneficial ownership of the Borrower’s common shares possessing more than 50% of the total combined voting power of the Borrower's outstanding common shares are acquired by a person or any combination of persons different from the persons holding

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beneficial ownership of those common shares immediately prior to such transaction; or (b) if any person, or any combination of persons (different from those person(s) holding common shares prior to the date hereof), including any persons acting jointly or in concert by virtue of an agreement, arrangement, commitment or understanding, acquires or holds, directly or indirectly, 50% or more of the voting rights attached to all outstanding common shares; or (c) if the Borrower sells, transfers or otherwise disposes of all or substantially all of its assets (other than on a liquidation).

• Restrictions on assignment . Assign its rights hereunder, or hypothecate, encumber or otherwise give as security any of its movable or immovable property.

Default

The occurrence of one or more of the following events will constitute an event of default:

1. The Borrower fails to pay any amount owed to the Bank.

2. The Borrower or any guarantor has made a false representation or warranty.

3. The Borrower or any guarantor did not comply with its commitments and obligations towards the Bank under this offer or the security documents.

4. The Borrower or any guarantor becomes insolvent or is declared bankrupted.

5. The Borrower or any guarantor avails itself of a law governing its bankruptcy, restructuring, reorganization, dissolution, winding-up, arrangement, or a third party initiates proceedings towards the Borrower under said law.

6. A receiver, interim receiver or trustee is appointed with respect to the Borrower, the guarantor or its property.

7. The property of the Borrower or guarantor is subject to a seizure/foreclosure proceeding, prior notice of the exercise of a hypothecary right, notice to withdraw authorization to collect claims or any other remedy exercised under laws governing security interests.

8. The Borrower or any guarantor is in default under the terms of any agreement with the Bank, any financial institution or government entity or any other creditor.

9. This offer and any other related document cannot remain in full force or security ceases to retain the rank set out in this offer.

10. A material unfavourable change occurs.

Remedies

In the event of default, the Bank may exercise the following remedy:

1. Terminate any financing product, declare liquid and payable all the Borrower’s monetary obligations not yet due at that time and claim immediate payment of all amounts owing without further notice or demand;

2. Withhold any amount collected or received, including the balance of any proceeds from the realization on the security and apply it to any portion of the Borrower’s indebtedness to the Bank;

3. Rights and remedies conferred by law and the documents related to this offer.

The rights and remedies are cumulative and not alternative. By omitting to exercise a remedy or notifying the Borrower of the occurrence of an event of default, the Bank does not waive its right to avail itself at a later date of this remedy or event of default.

Interest

Calculation.

1. Any interest is calculated on the daily balance and not in advance, on the basis of a 365-day year, except in cases where the interest is calculated on the basis of a 360-day year. For the purposes of the Interest Act (Canada), the annual rate corresponding to the rate calculated on this basis is equal to the rate thus calculated multiplied by the actual number of days included in the year concerned and divided by 365 days or by 360 days, as the case may be.

2. Unless otherwise stipulated, the interest is payable monthly, on the 26th day of each month, with minimum fees of $ [redacted] for every demand financing product. However, the interest payable (or any amount considered interest under the law) can never exceed the maximum interest amount permitted by law. If this maximum were to be reached, the interest amount would be reduced as to not exceed this maximum.

3. Any amount that is not paid at maturity will bear interest at the rate of the financing product concerned. The interest on arrears will be compounded monthly and payable on demand.

4. Post-default interest . Any amount disbursed by the Bank to realize, maintain or preserve any right or security will bear interest until payment at the Bank’s Canadian prime rate plus [redacted] % per annum.

Miscellaneous provisions

Assignment. The bank may assign or transfer all or part of its rights and obligations under this Offer (or grant participations), without notifying the Borrower or any guarantor.

Charges and fees . In addition to the charges set out in this offer, the Borrower must pay, on demand: administration and management fees for the closing of any financing product, the charges and fees for the preparation and registration of security documents (whether or not the financing is disbursed), and the protection and exercise of security interests. Fees include professional fees and expenses incurred by the Bank (e.g., appraisal, audit, notary and lawyer fees).

Additional costs . If a statute, regulation, administrative policy or order results in an increase in the cost of the credit for the Bank (namely as a result of the imposition of reserves, taxes or capital adequacy requirements for the Bank), the Borrower undertakes to pay the Bank, on demand, the amount of the resulting additional cost.

Currency of payments. The Borrower must pay all amounts due under this offer to the Bank in the currency of the relevant financing product. If an amount in Canadian dollars is to be converted into or expressed in U.S. dollars, or the equivalent in U.S. dollars (or inversely) must be determined, the Bank may

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calculate this conversion or equivalence in accordance with its normal practices.

Set-off. In addition to its other rights, the Bank may offset any amount owed by the Borrower to the Bank with any amount owed by the Bank to the Borrower, even is this amount is not due or is payable in another currency. To proceed with this set-off, the Bank may debit any account held by the Borrower or a guarantor with the Bank.

Indemnification. The Borrower and any guarantor must indemnify the Bank (including its officers, directors, employees and agents) against any damages and costs suffered or incurred by the Bank and claims brought against the Bank resulting from or related to, directly or indirectly, this offer.

This obligation will survive the cancellation of the security or full and final payment of any amount owing by the Borrower to the Bank.

Notices. The Borrower or the guarantor must submit any notice intended for the Bank in writing to the mailing address indicated in this offer.

Records. The Bank will keep records evidencing the transactions performed. These records are presumed to provide evidence as to the indebtedness of the Borrower towards the Bank.

The following changes to or processing of the Bank’s records will not result in the novation of financing products or the Borrower’s indebtedness towards the Bank:

1. Any conversion of advances, rates or loans set out in this offer;

2. Any change in the name or number of a financing product.

Scope. This offer :

1. Constitutes the final agreement between the parties and supersedes any previous verbal or written agreement related to the financing products offered;

2. Is made without novation to other financing products already granted to the Borrower (not covered by this offer) and related security; these other financing products remain unchanged if otherwise modified herein.

Counterparts. This offer may be executed in several counterparts, and each of the parties may sign a different counterpart. All such counterparts taken together constitute one and the same document. The electronic transmission (by telecopier, by scanned attachment to an email or by any other medium, technology, record or computer system chosen by the Bank) of this offer signed by the Borrower or the guarantor (including by electronic signature) has the same effect as if the Borrower or guarantor had manually delivered to the Bank a copy of this offer signed by it. Such electronic counterparts are deemed to be originals.

Collection, use and disclosure of information. The Borrower, any guarantor, as well as their respective representatives authorize the Bank to:

1. Use the necessary information it holds or could hold about them for the purposes of granting credit and insurance products (where permitted by law) or for the purposes of the guarantee;

2. Disclose this information to its affiliates and subsidiaries for this same purpose;

3. Obtain personal information pertaining to them from any party likely to have such information (financial intermediaries, depositaries, credit-reporting agencies, financial institutions,

creditors, employers, professionals, tax authorities, public entities, persons with whom they have business relations, and Bank affiliates and subsidiaries) in order to verify the accuracy of all information provided to the Bank from time to time and to ensure the solvency of the Borrower, any guarantor, and their respective representative.

Governing law and jurisdiction. This offer will be construed and interpreted in accordance with the laws of the province where the Bank branch is located, as indicated in this offer.

The courts of this province will have jurisdiction over any dispute related to this offer and the exercise of any resulting remedy.

Definitions

“ Available Cash ” means (i) unencumbered cash of the Borrower plus (ii) Borrowing Base, less (iii) total borrowings outstanding under financing product A (CAD and USD line of credit), plus (iv) any liquidity injection confirmed to the satisfaction of the Bank (including government grants) in its sole and absolute discretion.

“ Borrowing Base ” means an amount equal to (a) (i) MRR of the most recent month end, multiplied by (ii) 100% minus the Churn Rate, multiplied by (iii) 6.0, (b) less Prior Claims.

“ Canadian Prime Rate ” (P) or “ U.S. Base Rate ” (US BR) means the annual floating interest rate announced publicly by the Bank from time to time, notably on its website at www.nbc.ca and used to determine the interest rates applicable to commercial loans in Canadian or U.S. dollars granted by the Bank in Canada, as the case may be.

“ Cash Burn ” means an amount equal to: (i) the ‘Net cash provided by (used in) operating activities’ line item on the Consolidated Statement of Cash Flows of the Borrower; less (ii) unfinanced capital expenditures; less (iii) scheduled repayments on debts and other liabilities; all on a trailing twelve-month basis and divided by 12.

“ Churn Rate ” means the percentage represented by (i) total customer recurring subscription based revenue (in dollars) lost via contract cancellations, non-renewals, refunds or other contract changes or amendments which lower the revenue related to such contract for the trailing 12 month period less any recurring subscription based revenue increase from existing customers for the trailing 12 month period, divided by (ii) the MRR for the trailing 12 month period.

“ material unfavourable change ” means a change, situation or event producing an effect deemed unfavourable by the Bank on (1) the inherent risk in the financing (2) the situation (financial or other), operations, property or company of the Borrower or guarantor (3) the capacity of the Borrower or guarantor to meet its obligations to the Bank (4) the property given as security or the security given on this property (5) the rights and remedies of the Bank under this offer and any related document.

“ MRR ” means an amount equal to the monthly revenue generated from recurring subscription based sales made pursuant to a customer service or lease agreement with the Borrower or a subsidiary of the Borrower; provided that any revenue that is conditional, non-recurring revenues, revenues where the customers have indicated intent not to renew subscription, revenue from government grants, revenues from a foreign contract (unless: (i) from an entity in the United States, (ii) from an entity in the United Kingdom, European Union or Australia and not greater than 5% of total MRR for that month, (iii) backed by a letter of credit or otherwise insured by credit insurance acceptable to the

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Bank and the Bank named as beneficiary, (iv) it is from a foreign corporation with publicly traded debt rated investment grade by Moody’s and S&P, or (v) approved by the Bank on a case by case basis), revenues where the customer (or any officer, employee, investor or agent of the customer) is the Borrower’s affiliate, officer, employee, investor or agent, revenue from any account debtors with any accounts receivable that remain owing 90 days or more from invoice date, revenue owing from accounts which the Bank does not have a first priority, perfected security interest in under applicable law, revenue where payment terms may be conditional, such as consignment or promotional, a portion of MRR equal to the difference being disputed or claimed against by the account debtor, revenue that the Bank determines, in its reasonable discretion, may not be recurring or may not be adequate, or revenue that the Bank determines, after inquiry and consultation with the Borrower to be doubtful, shall be excluded from MRR.

“ Prior claims ” means any claim which, under any legislation, regulation or other instrument, ranks prior to or may rank prior to the Bank’s security. Without limiting the foregoing, prior claims include, in particular, any amount owing to a federal, provincial, municipal or other government authority or crown corporation, any actual or deemed trust, or trust created under legislation, any amount withheld or deduction at source, any accrued and unpaid salary, including any vacation pay, and any amounts due to any person with a right, charge or a trust ranking prior to the Bank’s security.

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