GetSwift Technologies Limited — Merger & Acquisition 2021

Jan 5, 2021

Execution Version

JONES I)AY.

Amending Deed

GetSwift Limited (ACN 604 611 556) GetSwift Technologies Limited

Jones Day Aurora Place, Level 41 88 Philli[p ] Street Sydney NSW 2000, Australia Tel: 61 2 8272 0500 Fax: 61 2 8272 0599 www.[j] onesday.com

Amending Deed

Date	15th	December 2020
Parties
GetSwif	GetSwif Limited ACN 604 611 556, a company incorporated under the laws of
	Australia of Level 12, 225 George Street, Sydney, New South Wales, 2000,
	Australia
Holdco	GetSwif Technologies Limited, a corporation incorporated under the laws of
	the	Province of British Columbia, Canada of 20th Floor, 250 Howe Street,
	Vancouver, British Columbia, V6C 3R8, Canada
Recitals	A.	The parties entered into a scheme implementation deed on
		4 September 2020, setting out the terms on which Holdco will acquireall of the shares in GetSwif by way of a scheme of arrangementbetween GetSwif and its shareholders**(Scheme Implementation**
		Deed).
	B.	The parties wish to amend the Scheme Implementation Deed in the
		manner set out in this document.
	C.	This document is supplemental to the Scheme Implementation Deed.

It is agreed as follows.

1. Definitions and interpretation

1.1 Definitions

In this document, unless the context requires otherwise, a word or phrase defined in the Scheme Implementation Deed has the same meaning as in the Scheme Implementation Deed.

1.2 Interpretation

Clause 1.2 of the Scheme Implementation Deed applies to this document.

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2. Amendments to the Scheme Implementation Deed

2.1 Amendment

The parties acknowledge and agree that, on and from the date of this document, the Scheme Implementation Deed is amended as follows:

• (a) Clause 3.1 (a)(i) is deleted and replaced with the following:

  • (i) FIRS approval: one of the following has occurred:

    • (A) the Treasurer (or the Treasurer's delegate) has provi no objection notification to the Scheme either without conditions or with conditions accepted by Holdco (acting reasonably); or

    • (B) following notice of the proposed Scheme having been given under the FIRB Act, the Treasurer has ceased to be empowered to make any order under Part 3 of the FIRB Act because the applicable time limit on making orders and decisions under the FIRB Act has expired; or

    • (C) the Treasurer otherwise ceases, for any reason, to be empowered to make any order under the FIRB Act in relation to the subject matter of this document and the transactions contemplated by it.

• (b) The words "31 December 2020" in the definition of "End Date" in both clause 1.1 and clause 1.1 of Annexure A ('Scheme of Arrangement') are deleted and replaced with the words "31 January 2021".

2.2 References

On and from the date of this document, any reference in any document (other than this document) to the Scheme Implementation Deed is a reference to the Scheme Implementation Deed as amended under clause 2.1.

3. General

3.1 Effect

Clause 2.1 of this document is intended only to vary the relevant provisions of the Scheme Implementation Deed and not to terminate, discharge, rescind or replace the Scheme Implementation Deed. Except as amended under clause 2.1, the Scheme Implementation Deed continues in full force and effect.

3.2 Continuing liabilities and obligations

Nothing in this document:

• (a) prejudices or adversely affects any right, power, authority, discretion or remedy arising under the Scheme Implementation Deed before the date of this amending deed; or

• (b) discharges, releases or otherwise affects the liability or obligation arising under the Scheme Implementation Deed before the date of this amending deed.

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3.3 Notices

Any notice or other communication including any request, demand, consent or approval, to or by a party to this amending deed must be provided in accordance with clause 12 of the Scheme Implementation Deed.

3.4

Amendment

This document can only be amended or replaced by another document signed by or on behalf of each of the parties.

3.5 Deed is supplemental

This document is supplemental to the Scheme Implementation Deed.

3.6

Governing law

This document is governed by the laws of New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of that place, and any court that may hear appeals from any of those courts, for any proceedings arising out of or in connection with this document. Each party irrevocably waives any right it has to object to an action being brought in those courts, including without limitation, by claiming that an action has been brought in an inconvenient forum or that those courts do not have jurisdiction.

3. 7

Counterparts

This document may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.

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Signing page

Executed as a deed.

Executed by GetSwift Limited in accordance with section 127 of the Corporations Act 2001 (Cth):

(signed) "Joel Macdonald"

Signature of Director

Joel Macdonald

Name of Director

Signed, sealed and delivered by GetSwift Technologies Limited by its duly authorised signatory, in the presence of:

(signed) " J oel M acdonald"

Signature of Witness

Joel Macdonald

Name of Witness

(signed) "Bane Hunter"

Signature of Director/Secretary

Bane Hunter

Name of Director/Secretary

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(signed) "Carl Mogridge"

Signature of Authorised Signatory

earl Mogridge

Name of Authorised Signatory

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