INSCAPE Corporation — Capital/Financing Update 2021

Jul 23, 2021

Execution Version

April 29, 2021

Inscape Corporation 67 Toll Road Holland Landing, Ontario L9N 1H2

Attention: Jon Szczur, Chief Financial Officer

Dear Mr. Szczur:

Re: Credit Facility with FrontWell Capital Partners Inc.

Subject to the terms, covenants and conditions set out below, FrontWell Capital Partners Inc. (the “ Lender ”) offers to Inscape Corporation and Inscape (New York) Inc. (together, the “ Borrowers ” and each a “ Borrower ”) the revolving committed credit facility (the “ Credit Facility ”) described below which is also guaranteed by the Guarantors.

All terms with initial capital letters used in this Agreement and not otherwise defined have the meanings given to those terms in Schedule A.

1. REVOLVING CREDIT FACILITY

1.1 Credit Availability

The lesser of $15,000,000 and availability pursuant to the Borrowing Base.

1.2 Borrowing Base

The sum of:

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• 90% of Eligible Insured Receivables and Eligible Investment Grade Receivables;

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• 85% of all other Eligible Receivables;

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• the lesser of (x) 85% of the Net Orderly Liquidation Value of Eligible Inventory and (y) 70% of the Landed Cost of Eligible Inventory in the case of raw materials and Standard Cost of Eligible Inventory in the case of finished goods; and

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• 50% of the Appraised Fair Market Value of the Mortgaged Property;

minus:

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• reserves, determined by the Lender in its sole discretion, in respect of actual and/or potential Priority Payables and/or Statutory Liens against an Obligor;

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• if the dilution with respect to receivables other than Eligible Investment Grade Receivables for any period exceeds five (5%) percent on a consolidated basis for the Borrowers, a reserve equal to the amount of such excess shall be established until such time as the dilution falls below five (5%) percent as determined by a collateral field examination conducted by a third party acceptable to the Lender;

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• if the dilution with respect to Eligible Investment Grade Receivables for any period exceeds two and one-half (2.5%) percent on a consolidated basis for the Borrowers, a reserve equal to the amount of such excess shall be established until such time as the dilution falls below two and one-half (2.5%) percent as determined by a collateral field examination conducted by a third party acceptable to the Lender; and

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any other reserves determined by the Lender in its reasonable discretion.

The maximum amount that shall be available under the Credit Facility at any time and from time to time will, subject to the maximum amount of $15,000,000, be determined by the Lender on the Business Day two Business Days following delivery of a Borrowing Base Certificate and the amount of any additional Borrowings will be limited until the delivery of the next delivered Borrowing Base Certificate in accordance with the above formula (the “ Loan Availability ”).

1.3 Purpose

All Borrowings obtained under the Credit Facility are to be used to pay out the Borrowers’ indebtedness currently owing to Canadian Imperial Bank of Commerce and for general working capital purposes, in each case to the extent permitted hereunder.

1.4 Type, Availment, Interest Rates and Fees

Borrowings under this revolving Credit Facility are available in the following forms and at the following interest rates:

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• Prime Rate Loans in Canadian Dollars: The Borrowers will pay interest on Prime Rate Loans at a rate equal to the Prime Rate plus 8.75% per annum.

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• US Base Rate Loans in U.S. Dollars: The Borrowers will pay interest on US Base Rate Loans at a rate equal to the US Base Rate plus 8.75% per annum.

1.5 Repayment Terms

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• Borrowings in respect of the Credit Facility may be obtained by the Borrowers during the period from and including the date of this Agreement to the Maturity Date.

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• Subject to amounts owing under Section 1.7, amounts owing under the Credit Facility may be repaid by the Borrowers at any time.

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• The Outstanding Obligations in respect of the Credit Facility, together with all accrued and unpaid interest and all other fees and charges payable in connection with the Outstanding Obligations are payable on the Maturity Date by the Borrowers without the Lender having to make demand for payment.

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• Despite the foregoing, at any time after the occurrence and during the continuance of an Event of Default, all Outstanding Obligations under the Credit Facility are repayable immediately on demand by the Lender, and the Credit Facility may be terminated in whole or in part by the Lender.

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1.6 Mandatory Repayment

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• Short Margin . Subject to Section 1.6(b) below, if, at any time, the aggregate Outstanding Obligations under the Credit Facility exceed the Credit Facility Limit, the Borrowers shall, without notice or demand, immediately repay to the Lender amounts then outstanding under the Credit Facility in an aggregate principal amount at least equal to the amount of such excess together with interest accrued to the date of such payment on the principal so paid.

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• Exchange Rate Fluctuations . If fluctuations in rates of exchange in effect between Canadian Dollars and U.S. Dollars cause the amount of the Outstanding Obligations under the Credit Facility to exceed the Credit Facility Limit at any time by more than 3.0% and for a period in excess of five (5) Business Days, the Borrowers shall pay to the Lender within three (3) Business Days of demand therefor, at least such amount as is necessary to repay the entire excess back to the Credit Facility Limit. Nothing in this Section shall, however, entitle the Borrowers to obtain Borrowings if, after such Borrowings were made, the aggregate amount of Outstanding Obligations under the Credit Facility would exceed the Credit Facility Limit.

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• Proceeds of Debt/Equity Issuance . The Borrowers shall repay to the Lender Outstanding Obligations under the Credit Facilities in an aggregate principal amount equal to 100% of the net cash proceeds of any equity raised from a secondary or subsequent public or private offering undertaken by any Obligor or any debt financing or other issuance of indebtedness undertaken by any Obligor (other than in respect of Borrowings hereunder, capital leases or Permitted Indebtedness) within three (3) Business Days of closing the equity offering or debt financing.

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• Asset Sales . The Borrowers shall repay to the Lender Outstanding Obligations under the Credit Facility in an aggregate principal amount equal to 100% of the net cash proceeds of any Disposition by any Obligor (other than (x) cash proceeds of less than $500,000 from a Disposition and (y) proceeds generated from sales of inventory in the ordinary course of business) forthwith and no later than ten (10) Business Days following receipt. Notwithstanding the foregoing, if there is not then an existing Event of Default which is continuing or a Cash Dominion Notice which has been issued but not rescinded, the Borrowers may also retain net cash proceeds from a Disposition if the cash proceeds are applied within 90 days of their receipt to acquire assets of the type used or useful in the Business, provided that the Borrowers notify the Lender of their intentions regarding application of the cash proceeds within ten (10) Business Days of their receipt.

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• Insurance Proceeds . The Borrowers shall repay Outstanding Obligations under the Credit Facility in an aggregate principal amount equal to 100% of the net cash proceeds from any insurance claim (other than liability insurance) made or settled by a Borrower to the Lender forthwith and no later than ten (10) Business Days following receipt by a Borrower (i) in all cases if an Event of Default has occurred and is continuing or a Cash Dominion Notice has been issued and not rescinded and (ii) in all other cases unless:

• (i) an individual insurance claim is less than $250,000 and the aggregate of all insurance claims for all Borrowers in aggregate in any fiscal year is less than $500,000; or

• (ii) the insurance proceeds are applied within 90 days of their receipt to acquire assets of the type used or useful in the Business, provided that, the Borrowers

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notify the Lender of their intentions regarding application of the insurance proceeds within ten (10) Business Days of their receipt.

1.7 Prepayment

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• Subject to payment of the amounts referred to below, prepayment of the Credit Facility in full (together with all accrued interest and other amounts payable hereunder) is permitted at any time. Notwithstanding prepayment of the Credit Facility in full, the Borrowers may thereafter (but only prior to the Maturity Date) request additional Borrowings hereunder provided that no Default or Event of Default has occurred which is then continuing and that no demand for repayment of the Credit Facility shall have been made by the Lender.

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• If prepayment of the Credit Facility is made before the Maturity Date and the Borrowers request that any obligation of the Lender to make advances hereunder be permanently cancelled, the Borrowers shall pay a prepayment fee equal to 0.5% of the amount being prepaid and cancelled before and after demand or the occurrence of an Event of Default; for certainty, no prepayment fee shall be payable on the payment of interest accrued hereunder. Such amounts are payable as liquidated damages and not as a penalty and the Parties acknowledge that the precise amount of the Lender’s actual damages would be extremely difficult to calculate and that this amount represents a reason able estimate of the actual damages.

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• In connection with any permanent cancellation of any obligation of the Lender to make advances hereunder (other than such a permanent cancellation of all such obligations) before the Maturity Date, if any Obligor or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to the Lender an updated Form U-1, duly executed and delivered by the Borrowers, together with such other documentation as the Lender shall reasonably request, in order to enable the Lender to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board.

1.8 Extension of Maturity Date

Upon the Borrowers providing the Lender with written notice within the period 15 to 45 days prior to the Maturity Date of a request to extend the Maturity Date to April 29, 2024, the Lender shall consider approving same on terms and conditions satisfactory to the Lender. In the event the Lender approves same, the Parties shall negotiate an agreement amending or amending and restating this Agreement to provide for such extension providing for terms and conditions satisfactory to all Parties.

2. SECURITY

The Obligors will execute and deliver to the Lender the following security, which will be in form and substance satisfactory to the Lender, to secure all present and future Outstanding Obligations of the Borrowers to the Lender.

2.1 Security from, or relating to, the Borrowers

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• general security agreement creating in favour of the Lender a first ranking security interest in all present and after-acquired assets, personal property and undertaking of each of the Borrowers;

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• pledge agreement in respect of all present and after-acquired certificated Equity Securities held by Inscape Corporation and Inscape Inc. (collectively, the “ Pledged Securities ”) together with:

• (i) the original share certificates representing the Pledged Securities endorsed in blank for transfer or accompanied by a stock power of attorney executed in blank and left undated; and

• (ii) a certified copy of a resolution of the directors of the Guarantor consenting to the transfer of the Pledged Securities to the Lender or its nominee, and to any third party by the Lender or its nominee, pursuant to any realization upon the pledge agreements by the Lender.

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• waiver and consent required by the Lender from the landlord of any leased premises and from the owner of any warehouse on which the Borrowers’ assets are located; provided that, unless otherwise advised in writing by the Lender subsequent to the date hereof, a waiver and consent shall only be required in respect of the premises located at 15 Tiffany Avenue, Falconer, New York;

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• collateral charge or mortgage in the principal amount of $15,000,000, creating in favour of the Lender a first ranking charge or mortgage over the Mortgaged Property;

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• a Lender’s title insurance policy in respect of the mortgage on the Mortgaged Property issued to the Lender in form satisfactory to the Lender;

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• the original promissory note evidencing the Debt owing by Lynn Development Inc. to Inscape (New York) Inc., accompanied by an undated instrument of transfer with respect thereto endorsed in blank;

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• certificate of insurance and acknowledged assignment of insurance in respect of insurance required hereunder including adequate fire and other perils insurance on the property and assets of the Borrowers, with the Lender shown as first mortgagee, or as first loss payee as applicable, and as an additional insured on any liability policy; and

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any additional security reasonably requested by the Lender.

2.2 Security from, or related to, the Guarantor and Shareholders

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• unlimited guarantee from the Guarantor with respect to all of the Outstanding Obligations of the Borrowers to the Lender;

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• general security agreement creating in favour of the Lender a first ranking security interest in all present and after acquired assets, personal property and undertaking of the Guarantor;

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• pledge agreement in respect of all present and after-acquired certificated Equity Securities held by the Guarantor (the “ Guarantor Pledged Securities ”) together with:

• (i) the original share certificates representing the Guarantor Pledged Securities endorsed in blank for transfer or accompanied by a Stock Power of Attorney executed in blank and left undated; and

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• (ii) a certified copy of a resolution of the directors of Inscape (New York Inc.) consenting to the transfer of the Guarantor Pledged Securities to the Lender or its nominee, and to any third party by the Lender or its nominee, pursuant to any realization upon the pledge agreement of Inscape (New York) Inc.'s Equity Securities by the Lender; and

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any additional security reasonably required by the Lender.

The Security will become immediately enforceable and any other action, suit, remedy or proceeding authorized or permitted by the Loan Documents or by law or be equity may be exercised by the Lender upon the occurrence of an Event of Default which is continuing.

3. CONDITIONS PRECEDENT

3.1 Conditions Precedent (Initial Borrowings)

The obligation of the Lender to make available the initial Borrowing under the Credit Facility is subject to the terms and conditions of this Agreement and is conditional upon evidence being given to the Lender as to compliance with the following conditions including the Lender’s satisfaction with the documentation referred to herein:

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• Representations and Warranties. The representations and warranties contained in the Loan Documents are and will continue to be true and correct in every material respect (or, to the extent such representations and warranties are already qualified by “Material Adverse Effect”, “Material Adverse Change”, or other materiality qualifier, in every respect) as if made by the Borrowers contemporaneously with the initial Borrowing, and the Borrowers have provided a bringdown certificate from a senior officer to evidence this fact.

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• Resolutions and Certificates . The Lender will have received, duly executed and in form and substance satisfactory to it:

• (i) a copy of the constating documents and borrowing by laws of the Borrowers and each corporate Guarantor, and a copy of the resolutions of the directors of the Borrowers and each corporate Guarantor authorizing the execution, delivery and performance of the Loan Documents, certified in each case by a senior officer of the Borrowers and each corporate Guarantor and ratified where necessary by its respective shareholders;

• (ii) a certificate as to general corporate information and other matters for the Borrowers and each corporate Guarantor, which will contain a statement of the names of the officers and directors of the Borrowers and each corporate Guarantor and the specimen signatures of those officers who will execute and deliver the Loan Documents to the Lender;

• (iii) a certificate of status, good standing or equivalent certificate in respect of each Obligor; and

• (iv) any additional supporting documents that the Lender or its counsel may reasonably request.

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• Delivery of Loan Documents. The Lender will have received the Security (including any necessary consents and subordinations from other third parties as may be required by

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the Lender) and the other Loan Documents duly executed by the issuer thereof and in form and substance satisfactory to the Lender and its counsel.

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• Registration. The Security has been registered, recorded or filed in all jurisdictions deemed necessary or advisable by the Lender and its counsel.

• Approvals. The Lender will have received evidence of the receipt by the Borrowers and each Guarantor of all necessary consents and approvals required from any creditor or Governmental Authority for the entry into, execution and delivery of the Loan Documents and the performance of its obligations under the Loan Documents.

• Debt. Except for Permitted Indebtedness, the Obligors will not have any other Debt. The Lender will have received a satisfactory payout and release agreement from Canadian Imperial Bank of Commerce.

• Legal Opinions. The Lender will have received a satisfactory legal opinion from counsel to the Borrowers and each Guarantor in connection with (i) the due authorization, execution, delivery and enforceability of the Loan Documents, (ii) the validity and enforceability of all guarantees, security and other documents executed and delivered by the Borrowers and each Guarantor to the Lender, (iii) the registered ownership of the Pledged Securities and the Guarantor Pledged Securities and their issuance as fully paid and non-assessable shares, and (iv) any other matters that may be reasonably requested by the Lender.

• Notice of Borrowing. The Lender will have received a proper Notice of Borrowing as may be required under this Agreement.

• No Default. No Event of Default has occurred and is continuing under any of the Loan Documents, and no demand has been made by the Lender for repayment of the Outstanding Obligations under the Credit Facility.

• Priority Claims. There are no Priority Payables outstanding in respect of which payments are overdue.

• Notice of Liens. The Lender will not have received written notice of any lien, trust, charge or encumbrance affecting the assets charged by the Security or an execution (other than Permitted Encumbrances).

• Due Diligence. The Lender will have completed and be satisfied with the results of its financial, business, legal and other due diligence enquiries including the corporate, capital, tax, legal and management structure and cash management systems of the Borrowers and each Guarantor, and will be satisfied, in its sole judgment, with the nature and status of all securities, labour, tax, employee benefit (including pension plan), environmental, health and safety matters, outstanding litigation, organizational and capital structure matters involving or affecting the Borrowers and each Guarantor.

• Environmental Reports and Site Inspection Reports. The Lender will have received any environmental reports and audits (including Phase I and any necessary Phase II reports) relating to the Mortgaged Property, the Borrowers and each Guarantor that the Lender may require, acting reasonably.

• Inter-Creditor Agreements. All inter-creditor agreements, PPSA acknowledgments, comfort letters or estoppel certificates from other secured creditors of the Borrowers and

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each Guarantor, that the Lender may reasonably require will have been duly executed and unconditionally delivered by all parties thereto.

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• Organization and Capital Structure and Share Register. The Lender will be satisfied with the organizational and capital structure of the Borrowers and each Guarantor and the tax effect of the transactions contemplated by this Agreement. The Lender will have received a certified copy of the share register for the Borrowers and each Guarantor and any pledged shares included in the Security.

• Material Adverse Change. A Material Adverse Change will not have occurred since the date of the last annual financial statements delivered to the Lender.

• Fees and Disbursements. The Lender will have received a direction re payments from or on behalf of the Borrowers authorizing the Lender to make the required payments and to pay an appropriate portion of the initial Borrowing to pay in full all fees and out of pocket expenses paid by or incurred by the Lender in connection with the Loan Documents (including reasonable fees and expenses of legal counsel to the Lender).

• Insurance. The Lender will have received a satisfactory: (i) certificate of insurance issued by the Borrowers’ insurance broker in respect of all policies maintained by the Borrowers (or to be maintained upon the acquisition of the applicable assets) which are to name the Lender as first mortgagee and first loss payee as applicable, and as an additional insured in respect of all liability policies, together with such other endorsements in respect of such policies as the Lender may reasonably require, and (ii) certificate of insurance compliance issued by a senior officer of the Borrowers in connection with the insurance covenants of the Borrowers contained in this Agreement. The Lender will have received an equivalent certificate of insurance in respect of any assets of any Guarantor charged by the Security.

• Material Contracts. The Borrowers will have provided the Lender with a list of all of its existing Material Contracts, and the Lender will have received and reviewed certified copies of all Material Contracts it may request from that list. The Lender will be satisfied that all those Material Contracts are in full force and effect and that the Borrowers are not in default under any of them.

• Security Interests. All Security Interests charging any asset of the Obligors will have been discharged, or where applicable, partially discharged, other than Security Interests in favour of the Lender and Permitted Encumbrances.

Borrowing Base and Compliance Certificate. The Lender will have received:

• (i) a Borrowing Base Certificate demonstrating an acceptable Borrowing Base on the date of the initial Borrowing to support all Borrowings requested on that date;

• (ii) a Compliance Certificate confirming that the Borrowers are in compliance with all the terms and conditions of this Agreement prior to drawdown and that all representations and warranties continue to be true and correct in every material respect prior to drawdown; and

• (iii) the most current aged receivables, accounts payable and inventory listings and evidence that there are no accounts payable which have been outstanding for more than 90 days or that appropriate reserves have been taken in connection with same.

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• Excess Availability . The Borrowing Base Certificate delivered prior to the initial Borrowing shall indicate Excess Availability of $4,000,000 or greater after incorporating a reserve for accounts payable in excess of 90 days.

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• Account Documentation. The Borrowers will have executed and delivered all account opening documentation required to establish Canadian dollar accounts and US dollar accounts, and all standard documentation required by the Lender for any centralized cash control system.

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• Blocked Accounts. The Borrowers shall have opened a blocked account in Canada and the United States (the " Blocked Account ") at the Blocked Account Banks subject to the provisions of Section 6.1 hereto and entered into the Blocked Account Agreements in accordance with Section 6.1 hereto with the respective Blocked Account Bank or other financial institutions acceptable to the Lender.

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• Disbursement Accounts. The Borrower shall have opened disbursement accounts at the Blocked Account Banks from which the Borrowers shall make all of their payments and disbursements (the " Disbursement Accounts ").

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• Financial Statements. The Lender will have received any financial statements, reports, projections (including underlying assumptions) and other information relating to the Borrowers, and any Guarantor, that it will have reasonably requested.

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• Field Exam and Inventory Appraisal. The Lender will have received a satisfactory field exam and inventory appraisal.

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• AML. The Lender shall have received and be satisfied with all information necessary in order for the Lender to comply with legal and internal requirements in respect of money laundering legislations, proceeds of crime legislation, sanction and “know your customer” requirements.

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• Reliance Letter. The lender will have received a reliance letter respecting the October 5, 2020 real estate appraisal of CBRE relating to the Mortgaged Property.

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• Background Checks. The Lender shall have received satisfactory background checks.

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• Other Documents. The Lender will have received any other information, reports and documents as the Lender will have reasonably requested.

3.2 Conditions Precedent (Subsequent Borrowings)

The obligation of the Lender to make available any subsequent Borrowing under the Credit Facility is conditional upon satisfactory evidence being given to the Lender as to compliance with the following conditions:

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• Notice of Borrowing. The Lender will have received any applicable Notice of Borrowing.

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• No Default. No Event of Default has occurred and is continuing under any of the Loan Documents, no demand has been made by the Lender for repayment of the Outstanding Obligations under any Credit Facility and no Material Adverse Change shall have occurred.

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• Representations and Warranties True. The representations and warranties contained in the Loan Documents are and will continue to be true and correct in every material respect (or, to the extent such representations and warranties are already qualified by “Material Adverse Effect”, “Material Adverse Change”, or other materiality qualifier, in every respect) as if made by the Borrowers.

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• No Third Party Notice. The Lender will not have received notice from any third party the effect of which in law would be to make the Lender liable to any third party for any portion of the amount to be advanced, if that amount was advanced, including, without limitation, third party demands made by Canada Revenue Agency or the United States Internal Revenue Service and any notice of seizure of bank accounts from any Governmental Authority.

4. INTEREST PAYMENTS, CALCULATIONS AND BORROWING PROCEDURES

4.1 Interest Calculation

• 4.1.1 Accrual and Calculation—Prime Rate Loans, US Base Rate Loans. Interest on Prime Rate Loans and US Base Rate Loans will accrue from day to day from the date of each Borrowing under the Credit Facility and compounded monthly, in arrears, by adding any such compounded interest amount to the Outstanding Borrowings on the respective Interest Payment Date. Such interest will accrue on a daily basis on the principal amount remaining unpaid from time to time commencing on the first day of the applicable month until the last day of the applicable month, both inclusive, and will be calculated on the basis of the actual number of days elapsed and, in the case of Prime Rate Loans and US Base Rate Loans, a year of 365 or 366 days, as applicable. Interest on Prime Rate Loans will be paid in Canadian dollars. Interest on US Base Rate Loans will be paid in US Dollars. The Borrowers will be liable for and pay interest to the Lender both before and after demand, Default and judgment at the interest rates per annum set out in this Agreement.

• 4.1.2 Change in Rate. Each change in the fluctuating interest rate for a Prime Rate Loan or a US Base Rate Loan will take place simultaneously with the corresponding change in the Prime Rate or US Base Rate, as applicable.

4.2 Default Interest Rate

Upon a Default in the payment of principal, interest or other amount due under this Agreement, or Default in any other obligation or term of the Obligors in this Agreement, the Borrowers will, at the Lender’s option, pay interest on the overdue amount both before and after judgment at a rate per annum equal to the Prime Rate plus 11.75% in the case of Prime Rate Loans and at a rate per annum equal to the sum of the US Base Rate plus 11.75% in the case of US Base Rate Loans, calculated on a daily basis and on the basis of the actual number of days elapsed and a 365 or 366 day year, computed from the date on which that amount becomes overdue for so long as that amount remains overdue. That interest will be payable upon demand by Lender and will be compounded on each Interest Payment Date.

4.3 Interest Act

Unless otherwise specified, all annual rates of interest referred to in this Agreement are based on a calendar year of 365 or 366 days, as the case may be. Where a rate of interest under this Agreement is calculated on the basis of a year (the “ Deemed Year ”) which contains fewer days than the actual number of days in the calendar year of calculation, that rate of interest will be expressed as a yearly rate for the

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purposes of the Interest Act (Canada) by multiplying that rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the Deemed Year.

For purposes of the Interest Act (Canada), the principle of deemed reinvestment of interest will not apply to any interest rate calculation under this Agreement, and the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

4.4 Maximum Interest Rate

• 4.4.1 In the event that any provision of this Agreement would oblige the Borrowers to make any payment of interest or any other payment which is construed by a court of competent jurisdiction to be interest in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Lender of interest at a criminal rate (as those terms are construed under the Criminal Code (Canada)), then notwithstanding that provision, that amount or rate will be deemed to have been adjusted nunc pro tunc to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Lender of interest at a criminal rate, that adjustment to be effected, to the extent necessary, as follows:

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• first, by reducing the amount or rate of interest required to be paid under this Agreement; and

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• second, by reducing any fees, commissions, premiums and other amounts which would constitute interest for the purposes of section 347 of the Criminal Code (Canada);

• 4.4.2 If, despite giving effect to all adjustments contemplated by clause 4.4.1 of this Section, the Lender has received an amount in excess of the maximum permitted by that clause, then that excess will be applied by the Lender to the reduction of the principal balance of the Outstanding Borrowings and not to the payment of interest, or if that excessive interest exceeds that principal balance, that excess will be refunded to the Borrowers.

4.5 Payments Generally

Each payment under this Agreement will be made for value at or before 1:00 p.m. (Toronto time) on the day that payment is due, provided that, if any such day is not a Business Day, that payment will be deemed for all purposes of this Agreement to be due on the Business Day next following that day (and any such extension will be taken into account for purposes of the computation of interest and fees payable under this Agreement). All payments will be made to the Lender accounts with wire instructions specified in 0 hereto.

4.6 Lender’s Records

The Lender will maintain accounts and records evidencing the Borrowings made by the Lender under this Agreement and all other Outstanding Obligations owed by the Borrowers to the Lender under this Agreement. The Lender’s accounts and records will constitute prima facie evidence of the indebtedness of the Borrowers to the Lender under the Loan Documents in the absence of manifest error.

4.7 Foreign Currency Conversion

If it is necessary for any purpose relating to the Credit Facility that an amount denominated in a currency other than Canadian dollars be expressed in or equated to an amount of Canadian dollars, the applicable amount of Canadian dollars will be determined by the Lender in accordance with its normal practice.

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4.8 Borrowing Procedures

Each Borrowing will be made on two Business Day's notice if the Borrowing is $3,000,000 or greater and one Business Day's notice if less than $3,000,000, provided the Lender receives the Notice of Borrowing regarding the applicable Borrowing which complies with the provisions of this Agreement by no later than 1:00 p.m. on a Business Day. Each notice of a Borrowing (a “ Notice of Borrowing ”) will be substantially in the form attached as Schedule C hereto and will state (i) the requested date of the Borrowing, (ii) the type of Borrowing, and (iii) the aggregate amount of the Borrowing. All Borrowings under the Credit Facility shall be in the minimum amount of $250,000.

5. REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of the Obligors

The Obligors represent and warrant to the Lender as follows:

• 5.1.1 Due Incorporation. Each of the Obligors is a corporation duly incorporated or organized and validly subsisting under the laws of its respective jurisdiction of incorporation or organization. Each of the Obligors has all necessary power and authority to own its properties and assets and to carry on its business as now conducted and is or will be duly licensed or registered or otherwise qualified in all jurisdictions wherein the nature of its assets or the business transacted by it makes such licensing, registration or qualification necessary.

• 5.1.2 Power. Each of the Obligors has full power and capacity to enter into, deliver and perform its obligations under each of the Loan Documents.

• 5.1.3 Due Authorization and No Conflict. The execution, delivery and performance by each of the Obligors of the Loan Documents, and the consummation of the transactions contemplated by this Agreement and the Loan Documents:

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• have been duly authorized by all necessary action on the part of each of the Obligors;

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• do not and will not conflict with, result in any breach or violation of, or constitute a default under the constating documents or by-laws of any of the Obligors, or any Applicable Laws, or any determination or award currently in effect and applicable to the Obligors, or of any commitment, agreement or any other instrument to which an Obligor is now a party or is otherwise bound; and

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• do not (except for the Security) result in or require the creation of any Security Interest upon or with respect to any of the properties or assets of any of the Obligors or the Guarantor.

No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person (including shareholders) is required for the due execution, delivery or performance by the Obligors of any of the Loan Documents, or for the Obligors to grant the Security Interests provided for in the Security, or for the consummation of the transactions contemplated by the Loan Documents, other than those that have been duly obtained or made and are in full force and effect.

• 5.1.4 Compliance with Law. None of the Obligors are in violation in any material respect of any terms of its constating documents or by-laws or of any Applicable Law, regulation, rule, order, judgment, writ, injunction, decree, determination or award presently in effect and applicable to it.

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• 5.1.5 Taxes. Each of the Obligors has filed all federal, provincial, state and local tax returns which are required to be filed and has paid all Taxes due pursuant to those returns or pursuant to any assessment received by the Obligors except those Taxes, if any, that are being contested in good faith and with respect to which adequate reserves have been provided, and as to which no Security Interest has been filed with respect thereto. The charges, accruals and reserves on the books of the Obligors in respect of any Taxes or other governmental charges are adequate.

• 5.1.6 Intellectual Property. Each of the Obligors owns or has the right to use all Intellectual Property necessary for the conduct in all material respects of their businesses as now conducted and as presently proposed to be conducted, without any known conflict with the rights of others, and in each case free from any Security Interest except for Permitted Encumbrances.

• 5.1.7 Accuracy of Information. All factual information previously or contemporaneously provided by or on behalf of the Obligors in writing for purposes of or in connection with this Agreement or any transaction contemplated by this Agreement, including that contained in any Information Certificate provided to the Lender, is true and accurate in every material respect as of the date delivered or specified in connection with that information, and that information is not incomplete by the omission of any material fact necessary to make it not misleading. There is no fact known to any Obligor that the Obligor has not disclosed to the Lender that has a Material Adverse Effect, or so far as the Obligors can now reasonably foresee, will have a Material Adverse Effect. As of the Closing Date, the information included in any Beneficial Ownership Certification, if applicable, is true and correct in all respects.

• 5.1.8 Canadian Pension Plans and Canadian Benefit Plans : ERISA

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• Canadian Pension Plans and Canadian Benefit Plans . All payments and other material obligations of each Obligor required to be performed in connection with their Canadian Pension Plans and Canadian Benefit Plans have been made or performed on a timely basis, same are duly registered and in compliance with all Applicable Laws and no partial termination of same has occurred or facts arisen which could reasonably be anticipated to result in such a termination.

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ERISA.

• (i) Each Obligor and each of its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the IRC and the regulations and published interpretations thereunder. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in liabilities of any type in excess of $250,000. No event described in Section 4062(e) of ERISA has occurred and is continuing with respect to any US Pension Plan. The present value of all accumulated benefit obligations under each US Pension Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Pension Plan.

• (ii) Each US Pension Plan that is intended to qualify under Section 401(a) of the IRC has received a favorable determination letter from the United States Internal Revenue Service or an application for such a letter is currently being processed by the United States Internal Revenue Service with respect thereto and, to the

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knowledge of the Obligors, nothing has occurred which would prevent, or cause the loss of, such qualification. Each Obligor and ERISA Affiliate has made all required contributions to each US Pension Plan subject to Section 412 of the IRC, and no application for a funding waiver pursuant to Section 412 of the IRC has been made with respect to any US Pension Plan.

• (iii) There are no pending or, to the knowledge of the Obligors, threatened claims, actions, or lawsuits, or action by any Governmental Authority, with respect to any Pension. There has been no violation of the fiduciary responsibility rules of ERISA with respect to any US Pension Plan.

• (iv) No Obligor or ERISA Affiliate (i) has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any US Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA), (ii) has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 of ERISA with respect to a Multiemployer Plan, and (iii) has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA.

• (v) No such US Pension Plan or trust created thereunder, or party in interest (as defined in Section 3(14) of ERISA), or any fiduciary (as defined in Section 3(21) of ERISA), has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the IRC) which would subject such US Pension Plan or any other plan of any Obligor or any of its ERISA Affiliates, any trust created thereunder, or any such party in interest or fiduciary, or any party dealing with any such US Pension Plan or any such trust, to any material penalty or tax on “prohibited transactions” imposed by Section 502 of ERISA or Section 4975 of the IRC.

• 5.1.9 PPP Loan. Inscape (New York) Inc. has complied with all Applicable Laws in all respects in connection with the PPP Loan, including applying for, obtaining, drawing down, use of proceeds and maintaining and complying with all conditions and requirements in order to maintain eligibility for foregiveness of all principal and interest owing in connection with the PPP Loan.

• 5.1.10 Anti-Terrorism Laws .

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• No Obligor or any of their Affiliates is in violation of any Anti-Terrorism Laws or has engaged in or conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or has attempted to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

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• Neither any Obligor, any of its Subsidiaries or any of their respective directors, officers or employees is a Sanctioned Person. Each Obligor and each of its Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by such Obligor, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Terrorism Laws.

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• No Borrowing, use of the proceeds of any Borrowing or other transactions contemplated hereby will violate Anti-Terrorism Laws. No part of the proceeds of any Borrowings will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else

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acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the Anti-Terrorism Laws.

• 5.1.11 Withholdings. Each of the Obligors has withheld from its employees, customers and other applicable payees (and timely paid to the applicable Governmental Authority) the proper and accurate amount of all Taxes and other amounts required to be withheld or collected and remitted in compliance with all Applicable Laws. There are no liens for Taxes on the assets of any Obligor except for liens arising under Applicable Law, that are unregistered or otherwise unperfected, for Taxes not yet due

• 5.1.12 Valid and Enforceable Obligations. Each of the Loan Documents are, or when executed and delivered to the Lender will be, legal, valid and binding obligations of the Obligors, as applicable, enforceable in accordance with their respective terms.

• 5.1.13 Title. Subject to Permitted Encumbrances, each of the Obligors has good and marketable title to its real and personal property, free and clear of all Security Interests.

• 5.1.14 Validity and Priority of Security. The Security constitutes assignments, fixed and specific mortgages and charges, floating charges or security interests, as applicable, on the undertaking and property and assets of the Obligors purported to be assigned, mortgaged, charged or subjected to a security interest thereby and ranks in priority to any other Security Interests upon those undertakings and property and assets, other than Permitted Encumbrances.

• 5.1.15 No Litigation or Judgments. There are no actions, suits, proceedings, inquiries or investigations existing or, to the knowledge of the Obligors, pending or threatened, affecting any Obligor in any court or before or by any federal, provincial, state or municipal or other governmental department, commission, board, tribunal, bureau or agency, Canadian, United States or foreign involving in excess of $250,000. There are no material adverse judgments, injunctions or awards outstanding against any Obligor.

• 5.1.16 Financial Information. The financial statements of the Obligors provided to the Lender under this Agreement, or that were provided to the Lender to induce it to enter into this Agreement, or otherwise provided in connection with this Agreement, do or will fairly present the financial condition of the Obligors as at that date in all material respects, and no material adverse change has occurred in their financial position since the date of the most recent audited financial statements.

• 5.1.17 No Defaults or Events of Default. No Default or Event of Default has occurred and is continuing under this Agreement. No material default or event of default exists in respect of any Material Contracts or any other material instruments to which an Obligor is now a party or are otherwise bound, entitling any other party to accelerate the maturity of amounts of principal owing under any of those Material Contracts, or to terminate any of those Material Contracts.

• 5.1.18 Investment Company Status. No Obligor is (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) otherwise subject to any other regulatory scheme limiting its ability to incur debt.

• 5.1.19 Federal Reserve Regulations. Neither any Obligor nor any of its Subsidiaries is engaged principally, or as one of their important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock. Immediately before and after giving effect to the making of each Borrowing, Margin Stock will constitute less than 25% of each Obligor’s

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assets as determined in accordance with Regulation U. No part of the proceeds of any Borrowing will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase, acquire or carry any Margin Stock or for any purpose that entails a violation of, or that is inconsistent with, the provisions of any regulation of the Federal Reserve Board. Neither any Obligor nor any of its Subsidiaries expects to acquire any Margin Stock.

5.2 Survival

The representations and warranties contained in this Agreement will survive the execution and delivery of this Agreement and the making of Borrowings under this Agreement until the Discharge Date, regardless of any investigation or examination made by the Lender or its counsel and the Lender will be deemed to have relied upon each of those representations and warranties in making available each Borrowing under this Agreement.

5.3 Repetition of Representations and Warranties

The representations and warranties set out in Section 5.1 will be repeated by the Obligors as being true and correct in each Notice of Borrowing, Compliance Certificate and Borrowing Base Certificate delivered by the Borrowers and on each Borrowing Date as if such representations and warranties had been made by the Obligors on and as of the date of such Notice of Borrowing, Compliance Certificate and Borrowing Base Certificate and on and as of such Borrowing Date except to the extent expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date.

6. CASH MANAGEMENT SYSTEMS

6.1 Cash Management Systems

• 6.1.1 The Borrowers shall establish and shall continue to maintain, at their expense, the Blocked Accounts at the Blocked Account Banks into which the Borrowers shall promptly deposit or cause to be deposited all funds received from all sources (including, without limitation, Disposition of assets permitted hereunder (including Intellectual Property dispositions), insurance proceeds, proceeds of debt/equity issuances, all receivables payments, cash sales receipts, credit card payments, any and all refunds received from any source whatsoever and any proceeds of any advances or other loans made to them and shall direct their account debtors that remit payments by electronic funds transfers to directly remit all payments into the respective Blocked Accounts.

• 6.1.2 The Blocked Account Banks and each of the Borrowers shall enter into a springing blocked account agreement (the “ Blocked Account Agreements ”), in form and substance satisfactory to the Borrowers and the Lender, each acting reasonably, providing that: all items received or deposited in the Blocked Accounts, are subject to the security interest of the Lender (to the extent of the outstanding obligations of the Borrowers hereunder), that the Blocked Account Banks have no Lien upon, or right to set off against, the Blocked Accounts (except for customary services charges), the items received for deposit therein, or the funds from time to time on deposit therein and that the Blocked Account Banks will, upon notice (the " Cash Dominion Notice ") from the Lender, wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to the Lender’s account, as the Lender may from time to time designate for such purpose. The Lender agrees not to issue a Cash Dominion Notice to any of the Blocked Account Banks until an Event of Default has occurred which is continuing or Excess Availability has reduced

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below $4,000,000 as at the time the notice is issued. The Borrowers agree that all payments made to the Blocked Accounts or other funds received and collected by the Lender, shall be held as security for the outstanding amounts owing to the Lender hereunder.

• 6.1.3 Any funds that are transferred to the Lender from the Blocked Accounts of the Borrowers shall be credited against the Credit Facility. The Lender shall advise the Borrowers of any amounts that are transferred to the Lender from the Blocked Accounts on a monthly basis, and shall promptly credit any such amounts against any amounts then due and payable under the Credit Facility. The Borrowers may reborrow such monies only in accordance with the loan availability provisions of this Agreement.

• 6.1.4 The Borrowers and all of their affiliates, subsidiaries, officers, employees, agents and directors (each, a “ Related Person ”) shall, acting as a trustee for the Lender, receive any monies, cheques, notes, drafts or any other payment which comes into the possession or under the control of the Borrowers or, in the case of any Related Person, comes into its possession or under its control and is rightfully that of a Borrower, and immediately upon receipt thereof where received by a Borrower or upon becoming aware of the receipt thereof where received by a Related Person, the respective Borrower shall deposit or shall cause the same to be deposited in the respective Blocked Account, or remit the same or cause the same to be remitted, in kind, to the Lender. The Borrowers agree to reimburse the Lender on demand for any amounts owed or paid to a Blocked Account Bank by the Lender regarding a Blocked Account or any other bank or Person involved in the transfer of funds to or from such Blocked Account arising out of the Lender’s payments to or indemnification of such bank or Person.

• 6.1.5 The Borrowers shall make all of their payments and disbursements only from each of their Disbursement Accounts.

7. ACCOUNTS AND INVENTORY COVENANTS

7.1 Accounts and Inventory Covenants

• 7.1.1 The Borrowers shall notify the Lender promptly in writing of: (i) any material delay in a Borrower’s performance of any of its obligations to any account debtor or the assertion of any claims, offsets, defenses or counterclaims by any account debtor, or any disputes with account debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information relating to the financial condition of any material account debtor; and (iii) any event or circumstance which, to a Borrower’s knowledge would cause the Lender to consider any then existing receivables as no longer constituting Eligible Receivables. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without the Lender’s consent, except in the ordinary course of the respective Borrower’s business in accordance with practices and policies previously disclosed in writing to the Lender. So long as no Event of Default has occurred and is continuing, the respective Borrower shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default has occurred and is continuing the Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

• 7.1.2 Without limiting the obligation of the Borrowers to deliver any other information to the Lender, the respective Borrower shall promptly report to the Lender any return of inventory by any one account debtor if the inventory so returned in such case has a value in excess of $25,000. At any time that inventory is returned, reclaimed or repossessed, the receivable (or portion

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thereof) which arose from the sale of such returned, reclaimed or repossessed inventory shall not be considered an Eligible Receivable. In the event any account debtor returns inventory when an Event of Default has occurred and is continuing, the respective Borrower shall, upon the Lender’s request, (i) hold the returned inventory in trust for the Lender, (ii) segregate all returned inventory from all of its other property, (iii) dispose of the returned inventory solely according to the Lender’s instructions, and (iv) not issue any credits, discounts or allowances with respect thereto without the Lender’s prior written consent.

• 7.1.3 With respect to each receivable: (i) the amounts shown on any invoice delivered to the Lender or schedule thereof delivered to the Lender shall be true and complete, (ii) no payments shall be made thereon except payments pursuant to the terms of this Agreement, (iii) no credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor except as reported to the Lender and except for credits, discounts, allowances or extensions made or given in the ordinary course of the respective Borrower’s business in accordance with practices and policies previously disclosed to the Lender, (iv) there shall be no setoffs, deductions, contras, defences, counterclaims or disputes existing or asserted with respect thereto except as reported to the Lender in accordance with the terms of this Agreement, and (v) none of the transactions giving rise thereto will violate any applicable federal, provincial or state laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its terms.

• 7.1.4 The Lender shall have the right at any time or times, in the Lender’s name or in the name of a nominee of the Lender, to verify the validity, amount or any other matter relating to any receivable or other Collateral, by mail, telephone, facsimile transmission or otherwise.

• 7.1.5 The respective Borrower shall deliver or cause to be delivered to the Lender, with appropriate endorsement and assignment, with full recourse to the respective Borrower, all chattel paper and instruments which the respective Borrower now owns or may at any time acquire immediately upon the respective Borrower’s receipt thereof, except as the Lender may otherwise agree.

• 7.1.6 The Lender may, at any time or times that an Event of Default has occurred and is continuing, (i) notify any or all account debtors that the Lender has a security interest, hypothec or other Lien in/on the receivables and the Lender may direct any or all accounts debtors to make payment of receivables directly to the Lender, (ii) extend the time of payment of, compromise, settle or adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, any and all receivables or other obligations included in the Collateral and thereby discharge or release the account debtor or any other party or parties in any way liable for payment thereof, (iii) demand, collect or enforce payment of any receivables or such other obligations, but without any duty to do so, and the Lender shall not be liable for its failure to collect or enforce the payment thereof nor for the negligence of its Lenders or attorneys with respect thereto and (iv) take whatever other action the Lender may deem necessary or desirable for the protection of its interests. At any time that an Event of Default has occurred and is continuing, at the Lender’s request, all invoices and statements sent to any account debtor shall state that the receivables and such other obligations have been assigned to the Lender and are payable directly and only to the Lender and the applicable Borrower shall deliver to the Lender such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to any receivables as the Lender may require.

• 7.1.7 With respect to inventory: (a) the applicable Borrower shall at all times maintain inventory records satisfactory to the Lender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of inventory, the respective Borrower’s cost

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therefor and daily withdrawals therefrom and additions thereto; (b) the applicable Borrower shall conduct a physical count of the inventory at least once each year, but at any time or times as the Lender may request on or after an Event of Default that is continuing, and promptly following such physical inventory shall supply the Lender with a report in the form and with such specificity as may be satisfactory to the Lender concerning such physical count; (c) none of the Borrowers shall remove any inventory from the locations set forth or permitted herein, without the prior written consent of the Lender, except for sales of inventory in the ordinary course of the respective Borrower’s business and except to move inventory directly from one location set forth or permitted herein to another such location; (d) the applicable Borrower shall produce, use, store and maintain the inventory, with all care and caution and in accordance with applicable standards of any insurance and in conformity with Applicable Laws; (e) the applicable Borrower assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the inventory; (f) the applicable Borrower shall not sell inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate the applicable Borrower to repurchase such inventory; (g) the applicable Borrower shall keep the inventory in good and marketable condition; and (h) the applicable Borrower shall not, without prior written notice to the Lender, acquire or accept any inventory on consignment or approval.

• 7.1.8 The Borrowers hereby irrevocably designate and appoint the Lender (and all Persons designated by the Lender) as the Borrowers’ true and lawful attorney-in-fact, and authorize the Lender, in the respective Borrower’s or the Lender’s name, to: (a) at any time an Event of Default has occurred and is continuing or after a Cash Dominion Notice has been issued and not rescinded, (i) demand payment on receivables or other proceeds of inventory or other Collateral, (ii) enforce payment of receivables by legal proceedings or otherwise, (iii) exercise all of the respective Borrower’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew a receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Borrowers’ name on any proof of claim in bankruptcy or other similar document against an account debtor, (viii) notify the post office authorities to change the address for delivery of the respective Borrower’s mail to an address designated by the Lender, and open and dispose of all mail addressed to the respective Borrower, and (ix) do all acts and things which are necessary, in the Lender’s determination, to fulfil the Borrowers’ obligations under this Agreement and the other Loan Documents and (b) at any time after a Cash Dominion Notice has been issued and not rescinded (i) take control in any manner of any item of payment or proceeds thereof, (ii) have access to any lockbox or postal box into which the respective Borrower’s mail is deposited, (iii) endorse the respective Borrower’s name upon any items of payment or proceeds thereof and deposit the same in the Lender’s account for application to the Credit Facility, (iv) endorse the respective Borrower’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any receivable or any goods pertaining thereto or any other Collateral, (v) sign the respective Borrower’s name on any verification of receivables and notices thereof to account debtors and (vi) execute in the respective Borrower’s name and file any applications for registration, PPSA, UCC or other financing statements or amendments thereto. The Borrowers hereby release the Lender and its officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s own gross negligence or wilful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction.

• 7.1.9 The Lender, or anyone authorized by the Lender, shall have the right, from time to time, to verify the existence, state and value of the receivables and inventory and the books and records, systems and business in general of the Borrowers, in any manner the Lender may

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consider appropriate, including, without limitation, directly contacting the customers, suppliers, insurers and other secured creditors of the Borrowers, to conduct reviews of the Borrowers, the businesses, books and records and systems of the Borrowers and the state and value of the receivables and inventory, and to conduct inventory counts and appraisals, and the Borrowers agree to furnish all assistance and information and to perform all such acts, and do all such things, as the Lender may reasonably require in connection therewith and for such purpose grant, or cause others to grant, to the Lender or its authorized Lenders, access to all places where receivables, the books and records, systems or inventory may be located and to all premises occupied, or where business may otherwise be conducted, by the Borrowers. These provisions shall apply notwithstanding any termination, notice of termination, Event of Default, notice of Event of Default or demand or any provisional or final winding up, liquidation, monitoring, receivership or bankruptcy of any Borrower or any threatened or pending termination, notice of termination, Event of Default, notice of Event of Default, demand or any provisional or final winding up, liquidation, monitoring, receivership or bankruptcy of any Borrower.

8. FINANCIAL COVENANTS

From the date of this Agreement and until the Discharge Date, the Borrowers will observe and perform, or will cause the observance and performance of, each of the following covenants, unless compliance with any of them has been waived in writing by the Lender:

8.1 Minimum EBITDA

The Borrower shall achieve year to date minimum EBITDA, determined on a consolidated basis, for the fiscal year commencing May 1, 2021 as follows:

• (a) up to and including July 31, 2021, -$2,637,000;

• (b) up to and including October 30, 2021, -$5,371,000;

• (c) up to and including January 31, 2022, -$4,109,000; and

• (d) up to and including April 30, 2022, -$3,442,000.

9. NEGATIVE COVENANTS

From the date of this Agreement and until the Discharge Date, the Obligors will observe and perform, or will cause the observance and performance of, each of the following covenants, unless compliance with them has been waived in writing by the Lender:

9.1 No Amalgamations, Corporate Reorganizations

No Obligor will enter into any transaction or series of related transactions (whether by way of amalgamation, merger, winding-up, consolidation, reorganization, reconstruction, continuance, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, properties, rights or assets would become the property of any other Person or, in the case of amalgamation or continuance, of the continuing corporation resulting therefrom; except that an Obligor may amalgamate or merge with another Obligor, provided: (i) at least 30 days prior written notice of that amalgamation or merger is provided to the Lender and there will be no adverse effect or impact on the Security as a result of that amalgamation or merger, (ii) the Borrowers provide to the Lender a certified copy of the articles of amalgamation of the applicable amalgamated entity (“ Amalco ”) within two Business Days of the occurrence of that amalgamation, (iii) the Borrowers cause Amalco to execute and deliver the Lender’s

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form of amalgamation confirmation agreement in connection with the continuing effectiveness of all Security granted by the pre-amalgamated entities to secure the ongoing obligations of Amalco under the Loan Documents, and (iv) the Borrowers cause Amalco to execute and deliver to the Lender any further ancillary documents and agreements that the Lender may reasonably require in connection with the maintenance of the Security.

9.2 Indebtedness

No Obligor will create, assume, issue or permit to exist, directly or indirectly, any Debt except for Permitted Indebtedness.

9.3 Negative Pledge

No Obligor will create, assume, incur or suffer to exist any Security Interest in or upon any of their respective undertakings, properties, rights or assets except for Permitted Encumbrances.

9.4 No Guarantees

No Obligor will be or become liable, directly or indirectly, contingently or otherwise, for any obligation of any other Person by Guarantee or otherwise.

9.5 Restrictions on Subsidiaries, Investments and Loans

No Obligor will, directly or indirectly: (i) acquire or form any Subsidiary without ensuring that it provides, forthwith upon being acquired or formed, an unlimited and unconditional guarantee of the Outstanding Obligations together with security charging all present and after-acquired assets of that Subsidiary and a satisfactory opinion of counsel to that Subsidiary as to the enforceability of that guarantee and security, and such other documents, instruments and agreements as the Lender may reasonably require or (ii) make any loan to or Investment in, or purchase or otherwise acquire or hold any Equity Securities of, any other Person (other than Permitted Indebtedness). No Obligor will become a partner in any partnership or a participant in any joint venture, other than (x) a joint showroom with Prevolv in Chicago, Illinois and (y) an outsourced manufacturing/installation agreement currently in place with Environamics, Inc. of Charlotte, North Carolina.

9.6 Relocation of Assets

No Obligor will locate or permit to be situated any of its property or assets in any jurisdiction other than Canada and the United States.

9.7 Corporate Distributions

No Obligor will make any Corporate Distribution of any kind whatsoever to any director, officer, shareholder or Affiliate of an Obligor, whether directly or indirectly, or to any other Person who does not deal at arm’s length with all of the Obligors except in any amounts that are approved by the Lender in writing.

9.8 Disposition of Assets

No Obligor will make any Disposition or enter into any agreement to make any Disposition, other than Permitted Asset Sales. Without limiting the generality of the foregoing, no Obligor will enter into any sale

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or transfer and lease- back arrangement with any Person except as may be permitted under Permitted Asset Sales.

9.9 Acquisitions

No Obligor will enter into or commit to any acquisitions (whether asset purchase or sale purchase) without the Lender’s prior written consent. All future planned acquisition activity to be discussed with, and approved by, the Lender in advance of such activities.

9.10 Material Contracts

No Obligor will amend materially or cancel any of its Material Contracts, waive any material default or breach under any of their Material Contracts or take any other action in connection with any of its Material Contracts that would have a material adverse effect on the business or affairs of an Obligor.

9.11 Payments of Subordinated Debt

No Obligor will be entitled to make any payments or prepayments of principal, interest, fees or costs on account of any Subordinated Debt prior to the Discharge Date, other than as permitted under the associated subordination or inter-creditor agreement to which the Lender is a party.

9.12 Capital Expenditures

No Obligor will make Capital Expenditures in excess of $2,500,000 in aggregate on a consolidated basis in each fiscal year.

9.13 Transactions with Subsidiaries or Affiliates

No Obligor will enter into any transactions with its Subsidiaries or Affiliates for goods or services (including administration or shared services agreements) unless those goods and services are provided on commercially reasonable terms.

9.14 Issuance of Equity Securities

No Obligor, other than Inscape Corporation, will issue or agree to issue any Equity Securities of any class of its capital stock, nor grant any options, warrants, special warrants or other rights whereby the grantee thereof or any other Person could acquire any Equity Securities in an Obligor, other than Inscape Corporation, without the Lender ’ s prior written consent.

9.15 Change in Fiscal Year, Business or Registered Office, etc.

No Obligor shall (i) change its fiscal year end or its constating jurisdiction, (ii) change in any material way its constating documents, (iii) change the nature, form or substance of the Business, (iv) commence any other business which is not ancillary to or complimentary with the Business, or (v) without giving 20 days prior notice to the Lender, change its “ registered office ” , “ head office ” or name.

9.16 Material Adverse Effect

No Obligor will enter into any transaction or series of transactions that could have a Material Adverse Effect.

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9.17 Change of Control

No Change of Control shall occur without the prior written consent of the Lender which may be withheld in its sole and absolute discretion.

9.18 Use of Proceeds

No part of the proceeds of any Borrowing will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, (a) to purchase, acquire or carry any Margin Stock or (b) for any purpose that entails a violation of any of the regulations of the Federal Reserve Board. No Obligor will request any Borrowing, and no Obligor shall use, and shall ensure that each other Obligor, their respective Subsidiaries and their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Terrorism Laws or (ii) in any manner that would result in the violation of any applicable Anti-Terrorism Laws by any Person, including the Lender.

10. POSITIVE COVENANTS

From the date of this Agreement and until the Discharge Date, the Obligors will observe and perform, or will cause the observance and performance of, each of the following covenants, unless compliance with any of them has been waived in writing by the Lender.

10.1 Existence

Each of the Obligors will do or cause to be done all things that are necessary to maintain its corporate existence in good standing, to ensure that it has at all times the right and is duly qualified to conduct its business and to obtain and maintain all rights, privileges and franchises necessary for the conduct of its business.

10.2 Conduct of Business

Each of the Obligors will maintain, operate and use its properties and assets, and will carry on and conduct its business in a proper and efficient manner so as to preserve and protect those properties and assets and business and the profits derived from them. Each of the Obligors will comply in all material respects with the Material Contracts it is party to.

10.3 Payment of Principal, Interest and Expenses

The Borrowers will duly and punctually pay or cause to be paid to the Lender the Outstanding Obligations at the times and places and in the manner provided for in this Agreement.

10.4 Payment of Taxes and Claims

Each of the Obligors will pay and discharge promptly when due all material taxes, assessments and other governmental charges or levies imposed upon it or upon any part of its properties or assets, as well as all material claims of any kind (including claims for labour, materials and supplies) which, if unpaid, would by law become a lien or charge upon any of its properties or assets; but no Obligor will be required to pay any tax, assessment, charge or levy or claim with respect to which the amount, applicability or validity will currently be contested in good faith by appropriate proceedings, and with

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respect to which the Obligor has set aside on its books a reserve to the extent required by generally accepted accounting principles in an amount which is reasonably adequate.

10.5 Financial and Other Information

Each of the Obligors will deliver forthwith to the Lender any financial statements and other information concerning the Obligors and their businesses that the Lender may request. All such information will be in a form acceptable to the Lender. Without limiting the generality of the foregoing, the Borrowers shall deliver forthwith to the Lender, upon the request of the Lender (i) confirmation of the accuracy of the information set forth in the most recent Beneficial Ownership Certification provided to the Lender, (ii) to the extent a Beneficial Ownership Certification has previously been delivered with respect to a Borrower, any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification; and (iii) to the extent a Borrower qualified as a "legal entity customer" under the Beneficial Ownership Regulation and a Beneficial Ownership Certification has not previously been delivered with respect to a Borrower, information regarding such change in status together with a Beneficial Ownership Certification for applicable Borrower.

10.6 Insurance

Each of the Obligors will insure and keep insured its properties and assets, placed with any insurers, with any coverage (including marine cargo insurance if applicable to a Borrower’s business) and against any loss or damage to the full insurable value of those properties and assets, without co-insurance, as the Lender reasonably requires or, in the absence of that requirement, to the extent insured against by comparable corporations engaged in comparable businesses. Each of the Obligors will supply the Lender with certified copies of all insurance policies. Losses under all insurance policies affecting assets charged by the Security will be payable to the Lender as first mortgagee subject to the Insurance Bureau of Canada’s Standard Mortgage Clause, or as first loss payee where mortgagee status is unavailable for any reason. As further security, the Obligors assign all insurance proceeds from those insurance policies to the Lender. Each of those insurance policies will provide for a minimum of 30 days notice to the Lender of cancellation or non-renewal. Each liability policy will include the Lender as an Additional Insured. The Obligors will pay or cause to be paid all premiums necessary to maintain all insurance policies affecting assets charged by the Security in good standing as those premiums become due and payable. If any insurance coverage under those policies stops or ceases for any reason, (i) the Obligors shall reinstate such coverage within three (3) Business Days, and (ii) the Lender may, but will have no obligation to, insure the affected property, and all costs incurred in arranging that insurance will be added to the Outstanding Obligations.

10.7 Books and Records

Each of the Obligors will at all times maintain proper records and books of account in which each will make true and correct entries of all dealings and transactions relating to their businesses and, if requested by the Lender, will make those records and books of account available for inspection by the Lender or any agent of the Lender at all reasonable times.

10.8 Access

Each of the Obligors will permit the Lender, through its officers or employees, or through any consultants retained by it, upon request and on reasonable notice, to have access at any reasonable time to any of the Obligor’s premises, and to any records, information or data in their possession, so as to enable the Lender to ascertain the state of the Obligor’s financial condition or operations, and will permit the Lender

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to make copies of and abstracts from those records, information or data, and will upon request of the Lender deliver to the Lender copies of those records, information or data.

10.9 Registration of Lender Security

Each of the Obligors will provide the Lender with any assistance and do any things as the Lender may at any time request so that the Security and any other instruments of conveyance or assignment effected pursuant to the Loan Documents or otherwise will be and remain registered, recorded or filed in the manner and in the places as may, in the opinion of the Lender, be of advantage in perfecting the security interests constituted by them.

10.10 Notice of Adverse Change

The Obligors will give to the Lender prompt written notice of any material adverse change in the condition of the business, financial or otherwise, of the Obligors taken as a whole, or of any material loss, destruction or damage to their respective properties and assets.

10.11 Notice of Litigation: Notice of ERISA Event, Etc.

The Obligors will give to the Lender prompt written notice of any action, suit, litigation, or other proceeding which is commenced or threatened in writing against any Obligor with an asserted claim exceeding $100,000. The Obligors will give to the Lender, if requested by Lender from time to time, copies of any annual report required to be filed in connection with each US Pension Plan, and as soon as possible after, and in any event within 10 days after any Obligor or any ERISA Affiliate knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of any Obligor or any ERISA Affiliate in an aggregate amount exceeding $250,000.

10.12 Notice of Breach

The Obligors will give to the Lender notice of (i) any Default or Event of Default as soon as any one of them becomes aware of same, and (ii) any notice of default, acceleration or termination in respect of any Debt with an amount outstanding in excess of $250,000 or in respect of any Material Contract.

10.13 Compliance with Laws

The Obligors will comply with all Applicable Laws.

10.14 Leased Locations

The Obligors will fully pay their respective monetary obligations in a timely manner and otherwise perform their respective obligations under all real property leases and other agreements with respect to each leased location or public warehouse or other location that is not owned by any Obligor and where any material asset charged by the Security is located.

10.15 Environmental Law Compliance

The Obligors will comply with the requirements of all Environmental Laws applicable to them or their business, operations or activities. The Borrowers will promptly forward to the Lender copies of all orders, notices, permits, applications or other communications and reports in connection with any Environmental

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Law affecting or relating in any material respect to the assets, business, operations or activities of the Obligors.

10.16 Canadian Pension Plans and Canadian Benefit Plans

For each existing, or hereafter adopted, Canadian Pension Plan and Canadian Benefit Plan, each Obligor shall, in a timely fashion and in all material respects, comply with and perform all of its obligations under and in respect of such Canadian Pension Plan or Canadian Benefit Plan, including under any funding agreements and all Applicable Laws (including any fiduciary, funding, investment and administration obligations).

10.17 Post-Closing Undertakings

The Borrowers undertake:

• 10.17.1 Within 30 days of the date hereof, to provide the Lender with an executed Blocked Account Agreement with a Canadian financial institution acceptable to the Lender in compliance with Section 6.1, in form and substance satisfactory to the Lender.

• 10.17.2 Within 15 days of the date hereof, to provide the Lender with an executed Blocked Account Agreement with KeyBank National Association in compliance with Section 6.1, in form and substance satisfactory to the Lender.

• 10.17.3 Within 30 days of the date hereof, to provide the Lender with an originally executed customary promissory note evidencing the US$250,000 of indebtedness owing by Lynn Development Inc. to Inscape (New York) Inc. and an executed allonge to that promissory note, all in form and substance satisfactory to the Lender.

• 10.17.4 To take all commercially reasonable efforts to arrange for the foregiveness of the PPP Loan in a timely manner and to provide, at the Lender’s request, all information and documentation regarding the status and applications regarding such foregiveness. Provided Inscape (New York) Inc. complies at all times with all covenants and representations herein regarding the PPP Loan (and the representation in Section 5.1.9 is true and correct at all times), the amount of the PPP Loan shall be considered an add back to EBITDA for the purposes of calculating the covenant in Section 8.1. In no circumstances shall any amount of foregiveness at any time of the PPP Loan be considered or deemed to constitute or increase, net income for the purposes of calculating net income or the foresaid minimum EBITDA covenant or otherwise be added back to, or used to increase the calculation of EBITDA.

• 10.17.5 Within 30 days of the date hereof, to provide the Lender with the original share certificates representing the Pledged Securities endorsed in blank for transfer or accompanied stock powers of attorney executed in blank and left undated, together with lost stock affidavits with respect to share certificates representing the Pledged Securities outstanding immediately prior to the Closing Date, all in form and substance satisfactory to the Lender.

• 10.17.6 Within 30 days of the date hereof, to provide the Lender with Certificate(s) of Insurance regarding vehicle and equipment coverage (ACORD 23 or equivalent) and property coverage (ACORD 24 or equivalent).

11. REPORTING REQUIREMENTS

From the date of this Agreement and until the Discharge Date, the Borrowers will provide to the Lender.

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11.1 Monthly Reports

• 11.1.1 Within 30 days after the end of each month, a detailed ageing of accounts receivable, by total and by customer, together with a reconciliation to the Borrowers’ general ledger delivered pursuant to Section 11.1.4.

• 11.1.2 Within 30 days after the end of each month, a detailed listing of inventory by type, by age, and by location, together with a reconciliation to the Borrowers’ general ledger delivered pursuant to Section 11.1.4.

• 11.1.3 Within 30 days after the end of each month, a detailed ageing of accounts payable, by total and by vendor, together with a reconciliation to the Borrowers’ general ledger delivered pursuant to Section 11.1.4.

• 11.1.4 Within 30 days after the end of each month, a copy of the general ledger, the monthly journal of sales, credits and collections, a Borrowing Base Certificate and a Compliance Certificate.

11.2 Quarterly Reports

• 11.2.1 Within 45 days after the end of each fiscal quarter, quarterly financial statements (balance sheet, income statement, cash flow statement and statement of retained earnings) for the preceding fiscal quarter and for the year to date, including comparative results to projections and to the same period of immediately preceding year for Inscape Corporation on a consolidated basis.

• 11.2.2 A reconciliation for each of the quarter end account receivable ageing, inventory listing and accounts payable ageing to Inscape Corporation's general ledger and financial statements delivered pursuant to Section 11.2.1.

11.3 Annual Reports

• 11.3.1 Within 90 days after the end of each fiscal year, the audited consolidated financial statements of Inscape Corporation for that year, prepared in accordance with GAAP.

• 11.3.2 Within 30 days after the end of each fiscal year, a business plan or forecast for Inscape Corporation prepared on a consolidated basis for its next fiscal year, including monthly projected balance sheets, income statements, cash flows, availability model, underlying assumptions and any other information that may be requested by the Lender.

• 11.3.3 On or before May 15, 2021, the business plan or forecast described in Section 11.3.2 for the fiscal year ending April 30, 2022.

• 11.3.4 Upon receipt and within each fiscal year, an “Air Quality Assessment” completed by an environmental services firm acceptable to the Lender.

11.4 Other Specialized Reports

• 11.4.1 Within 15 days of the Lender’s request, copies of invoices, credit memos and shipping documents for the preceding month.

• 11.4.2 Within the earlier of (x) 30 days of a Borrower receiving same and (y) 90 days following the end of the period being reported on, a copy of (i) the tri-annual report, the monthly portfolio statement, the quarterly portfolio statement and the quarterly review package respecting

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Inscape Corporation’s Canadian Benefit Plan, and (ii) the annual actuarial report and the quarterly account statement respecting Inscape (New York) Inc.’s defined benefit plan.

• 11.4.3 Any other information relative to the Obligors that the Lender may reasonably require.

12. FIELD EXAMINATIONS/APPRAISALS

• 12.1 The Borrowers agree that the Lender and its examiners shall be permitted to conduct periodic field examinations of the Collateral and operations of the Borrowers. Provided that neither a Default nor an Event of Default has occurred and is continuing, the Borrowers shall be required to bear the cost of no more than two (2) such field examinations in any 12 month period. If a Default or an Event of Default has occurred and is continuing, the Borrowers shall bear the cost of as many field examinations as the Lender, in its sole discretion, may require.

• 12.2 The Borrowers agree that the Lender shall be permitted to obtain periodic inventory valuations. Provided that neither a Default nor an Event of Default has occurred and is continuing, the Borrowers shall be required to bear the cost of no more than one (1) such appraisal in any 12 month period. If a Default or an Event of Default has occurred and is continuing, the Borrowers shall bear the cost of as many appraisals as the Lender, in its sole discretion, may require.

• 12.3 The Lender also shall be permitted to obtain an appraisal of the Mortgaged Property at the Borrowers’ expense once in each 12 month period, provided that such an appraisal cannot be requested (x) during the first 6 months following the date hereof, or (y) if an unconditional agreement of purchase and sale has been entered into with a party not related to the Obligors in respect of the Mortgaged Property.

13. FEES

The Borrowers will pay the following fees during the currency of this Agreement:

13.1 Closing Fee

A non-refundable fee of $225,000, payable and earned on the Closing Date by the Borrowers in consideration for the establishment of the Credit Facility.

13.2 Account Monitoring Fee

A fee of $2,000 per month, payable in advance on the last Business Day of each and every month during the currency of the Credit Facility.

13.3 Standby Fee

A fee payable monthly in arrears as the last Business Day of each month calculated as follows:

• (a) if the drawn amount of the Credit Facility is greater than $8,000,000, a fee calculated at the rate of 0.50% per annum on the undrawn portion of the Credit Facility;

• (b) if the drawn amount is $8,000,000 or less, a fee calculated at the rate of 5.99% per annum on the undrawn portion of the Credit Facility, less the amount of interest paid by the Borrowers pursuant to Section 4 herein in respect of the applicable month, provided the standby fee in no circumstances shall be less than zero. For greater certainty and by way of clarification, a number of example calculations are set forth in Schedule D hereto .

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13.4 Administrative Fee

Standard administrative fees charged by the Lender in connection with all matters related to operation of the Credit Facility including wiring fees.

14. INCREASED COSTS AND OTHER INDEMNITIES

14.1 Change in Circumstances

• 14.1.1 Reduction in Rate of Return. If at any time the Lender determines, acting reasonably, that (i) any Change in Law, or (ii) compliance by the Lender with any direction, requirement or request from any regulatory authority given after the date of execution of this Agreement, whether or not having the force of law, has or would have, as a consequence of the Lender’s obligation under this Agreement and taking into consideration the Lender’s policies with respect to capital adequacy, the effect of reducing the rate of return on the Lender’s capital to a level below that which the Lender could have achieved but for that change or compliance, then from time to time, upon demand by the Lender, the Borrowers will pay to the Lender all additional amounts necessary to compensate the Lender for that reduction; provided that should the Lender make such a demand, the Borrowers will be entitled to prepay the applicable Borrowings without notice or penalty.

• 14.1.2 Taxes, Reserves, Capital Adequacy, etc. If any Change in Law, or any change in the compliance of the Lender with any Applicable Law:

==> picture [14 x 12] intentionally omitted <==

• subjects the Lender to, or causes the withdrawal or termination of a previously granted exemption with respect to, any Tax or changes the basis of taxation, or increases any existing Tax, on payments of principal, interest, fees or other amounts payable by the Borrowers to the Lender under this Agreement (other than Excluded Taxes of the Lender);

==> picture [14 x 11] intentionally omitted <==

• imposes, modifies or deems applicable any reserve, special deposit, deposit insurance or similar requirement against assets held by, or deposits in or for the account of or loans by or any other acquisition of funds by the Lender;

==> picture [13 x 12] intentionally omitted <==

• imposes on the Lender or expects there to be maintained by the Lender any capital adequacy or additional capital requirement in respect of any Borrowing or its commitment under this Agreement or any other condition with respect to this Agreement; or

==> picture [14 x 12] intentionally omitted <==

• imposes any Tax on reserves or deemed reserves with respect to the undrawn portion of the Credit Facility (other than Excluded Taxes of the Lender),

and the result of any of the foregoing, in the sole determination of the Lender acting reasonably, will be to increase the cost to, or reduce the amount of principal, interest or other amount received or receivable by the Lender under this Agreement or its effective return under this Agreement in respect of making, maintaining or funding a Borrowing under this Agreement the Lender will, acting reasonably, determine that amount of money which will compensate the Lender for that increase in cost or reduction in income (“ Additional Compensation ”). Upon the Lender having determined that it is entitled to Additional Compensation in accordance with the provisions of this Section, the Lender will promptly so notify the Borrowers and will provide to the Borrowers a photocopy of the relevant law, rule, guideline, regulation, treaty or official directive and a certificate of a duly authorized officer of the Lender setting forth the Additional Compensation and the basis of its calculation, which will be conclusive evidence of that Additional

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Compensation. The certificate of the Lender will be prepared in good faith using reasonable averaging and attribution methods and will provide a general description of its calculation and of the amounts owing to it. The Lender will promptly notify the Borrowers, and the Borrowers will pay to the Lender, within ten Business Days of the giving of that notice, the Additional Compensation calculated to the date of that notification. The Lender will be entitled to be paid Additional Compensation at any time to the extent that the provisions of this Section are then applicable notwithstanding that the Lender has previously been paid Additional Compensation. If it is commercially reasonable, the Lender will make reasonable efforts to limit the incidents of any Additional Compensation. Should the Lender be entitled to collect Additional Compensation in accordance with this Section, the Borrowers will be entitled to prepay the applicable Borrowings without notice or penalty provided that they pay to the Lender (for the account of the Lender) all Additional Compensation relating to the period prior to prepayment in which any Borrowings were outstanding.

14.2 Gross-Up and Taxes

• 14.2.1 Each interest, fee or similar payment under this Agreement, including any associated penalties, will be made without set off or counterclaim and without deduction or withholding for or on account of any present or future Taxes (other than Excluded Taxes) unless that deduction or withholding is required by Applicable Law. In the event the Borrowers are required to deduct or withhold any amount for or on account of such Taxes, the Borrowers will pay to the Lender all additional amounts as may be necessary to ensure that the Lender receives a net amount equal to the full amount which it would have received had that interest, fee or similar payment been made without that deduction or withholding.

• 14.2.2 The Borrowers will indemnify the Lender for the full amount of Taxes (other than Excluded Taxes) which are directly assessed against the Lender or which the Lender is otherwise obligated to pay on or in respect of any interest, fee or similar payment under this Agreement and any liability arising therefrom, and the Borrowers will, upon receiving written notice from the Lender of the amount of and the basis for those Taxes, promptly pay the amount of those Taxes (including interest, if any, paid by the Lender) to the Lender and all additional amounts as may be necessary to ensure that the Lender receives a net amount equal to the full amount which it would have received had that interest, fee or similar payment been made without that assessment.

14.3 General Indemnity

In addition to any other indemnity provided for in this Agreement, the Borrowers and the Guarantor, jointly and severally, agree to indemnify the Lender on demand against any loss, expense or liability which the Lender may sustain or incur as a consequence of the action or inaction of the Borrowers or any Guarantor in connection with:

• 14.3.1 any Default in payment of the principal amount of any Borrowing or any part thereof or interest accrued thereon, as and when due and payable;

• 14.3.2 any failure to fulfill on or before any Borrowing Date the conditions precedent to any Borrowing as provided for in this Agreement, if as a result of that failure that Borrowing is not made on that date;

• 14.3.3 the occurrence of any Default or Event of Default;

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• 14.3.4 any misrepresentation made by the Borrowers or any Guarantor in this Agreement or in any instrument in writing delivered to the Lender in connection with this Agreement;

• 14.3.5 any failure to comply with any Environmental Law; or

• 14.3.6 any default in the payment or performance of any covenant to pay or remit present or future Taxes, or to make and remit withholdings or deductions with respect to any Taxes or Priority Payables,

including but not limited to any loss or expense sustained or incurred in liquidating or redeploying deposits or other funds contracted for or acquired or used to effect or maintain any part of that Borrowing. The Borrowers’ obligations under this Section continue even after the entire Credit Facility has been repaid and this Agreement has terminated.

15. MISCELLANEOUS PROVISIONS

15.1 Schedules

The attached Schedules, which contain certain additional matters, including certain definitions, form part of this Agreement.

15.2 Application to Subsidiaries

All positive covenants, negative covenants, representations and warranties, reporting requirements and Events of Default contained in the Loan Documents which apply to the Obligors will also apply to each of their Subsidiaries.

15.3 Expenses

The Borrowers will reimburse the Lender for all reasonable fees (including legal and professional fees), disbursements and out-of-pocket expenses incurred by the Lender in any manner in connection with the Loan Documents, the Borrowings made under this Agreement or any Security required by this Agreement including, without limitation, all reasonable fees and disbursements incurred by the Lender in connection with the preparation and negotiation of the Loan Documents, the registration of the Security, the cost of any appraisal required to be conducted under this Agreement, the cost of any amendment to this Agreement or the Security, the cost of responding to requests from the Borrowers for waivers, amendments and other matters, the cost of preparing PPSA comfort letters, the cost of the ongoing maintenance and administration of the Loan Documents, including, without limitation, all fees relative to the administration of the account, periodic premises inspection fees and travel expenses, and the cost of any enforcement of the Security. All such amounts will be payable by the Borrowers whether or not any Borrowings are made under the Credit Facility.

15.4 Borrowers Joint and Several

• 15.4.1 Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Lender for payment in full of all indebtedness owing hereunder or otherwise in connection with the Credit Facility and that such liability is independent of the duties, obligations and liabilities of each other Borrower. At any time when the Credit Facility, or any portion thereof, has not been paid when due (whether by maturity, demand, acceleration or otherwise) Lender can require that any Borrower pay Lender the amounts owing under the Credit Facility immediately, and Lender is not required to collect (or attempt to collect) first from any specific Borrower, any collateral or any other Person liable for the Credit Facility. Each Borrower’s

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liability for payment of the Credit Facility shall be a primary obligation, shall be absolute and unconditional, and shall constitute full recourse obligations of each Borrower, enforceable against each of them to the full extent of their respective assets and properties. Each Borrower expressly waives the benefits of division and discussion and any right to require Lender to, marshal assets in favour of any Borrower or any other Person or to proceed against any other Borrower or any collateral provided by any Person, and agrees that Lender may proceed against Borrowers or any collateral in such order as it shall determine in its sole and absolute discretion. To the extent permitted by law, any release or discharge, by operation of law, of any Borrower from the performance or observance of any obligation, covenant or agreement contained in this Agreement shall not diminish or impair the liability of any other Borrower in any respect. Each Borrower unconditionally and irrevocably waives each and every defense, right to discharge, compensation and setoff of any nature which, by statute or under principles of suretyship, guaranty or otherwise, would operate to impair or diminish in any way the obligation of any Borrower under this Agreement, and acknowledges that such waiver is by this reference incorporated into each security agreement, collateral assignment, pledge and/or other document from each Borrower now or later securing the Credit Facility, and acknowledges that as of the date of this Agreement no such defense or setoff exists. Each Borrower waives any and all rights (whether by subrogation, indemnity, reimbursement, or otherwise) to recover from any other Borrower any amounts paid or the value of any collateral given by such Borrower pursuant to this Agreement or otherwise until the Discharge Date. All credit extended pursuant to this Agreement will be deemed to be for all entities constituting the Borrowers. However, Lender may, in its discretion, keep separate accounts for each such entity. Notwithstanding any keeping of separate accounts, Lender may deal with Borrowers and their accounts as if Borrowers and the accounts were one and, without limiting the generality of the foregoing, Lender is authorized to apply debits and/or credits to the accounts kept in the name of any entity constituting the Borrowers, collectively, and to transfer debits and/or credits as between such entities, the whole as Lender, in its sole discretion, sees fit. Each entity comprising Borrower (“ Borrowing Entity ”) and each Obligor acknowledges that: (i) pursuant to this Agreement, all Borrowing Entities desire to utilize the borrowing potential on a consolidated basis to the same extent possible as if they were merged into a single corporate entity; (ii) each Borrowing Entity and Obligor has determined that it will benefit specifically and materially from the advances of credit contemplated by this Agreement; (iii) it is both a condition precedent to the obligations of the Lender hereunder and a desire of each Borrowing Entity and Obligor that such Borrowing Entity and each Obligor execute and deliver to Lender this Agreement; and (iv) each Borrowing Entity and Obligor has requested and bargained for the structure and terms of and security for the advances contemplated by this Agreement. In this Agreement, when the term “ Borrowers ” is used, such term shall mean each Borrowing Entity and the Borrowing Entities collectively. Each Borrowing Entity agrees and acknowledges that the present structure of the Credit Facility detailed in this Agreement is based in part upon the financial and other information presently known to the Lender regarding each Borrowing Entity, the corporate structure of the Borrowing Entities, and the present financial condition of each Borrowing Entity.

• 15.4.2 To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each Borrower unconditionally and absolutely, guarantees payment when due, whether by stated maturity, demand, acceleration or otherwise, of all existing and future indebtedness owing hereunder or in connection with the Credit Facility owed by the other Borrowers and expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any extension, modification, forbearance, compromise, settlement or variation of any of the terms of said indebtedness, (b) the discharge or release of any liability of any other Borrower or any other Person now or hereafter liable on said indebtedness, by reason of bankruptcy or insolvency laws or otherwise, (c) the acceptance or release by Lender of any collateral, security or other guaranty from any Borrower or any

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other Person, or any settlement, compromise or extension with respect to any such collateral, security or other guaranty, (d) the avoidance, invalidity or unenforceability of any collateral, security or other guaranty from any Borrower or any other Person, (e) any failure to give any notice, demand, notice of dishonour, protest, presentment or non-payment, or any other notice, (f) any failure to comply with any applicable law in connection with any enforcement of any right or remedy against any collateral, security or other guaranty from any Borrower or any other Person, or (g) any action or inaction of Lender in any insolvency proceeding involving any Borrower or any other Person.

15.5 Confidentiality

• 15.5.1 The Lender agrees to maintain the confidentiality of the information received in connection with this Agreement from the Obligors relating to them or their businesses (“ Information ”) and the existence and contents of the Credit Facility, this Agreement, the other Loan Documents and the Security, except that Information, the Credit Facility, this Agreement, the other Loan Documents and the Security may be disclosed (a) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority), (b) to the extent required by Applicable Law or regulations or by any subpoena or similar legal process, (c) in connection with the exercise of any remedies hereunder, under any other Loan Document or any Security or any action or proceeding relating to this Agreement, any other Loan Document or any Security or the enforcement of rights hereunder or thereunder, (d) subject to an agreement containing provisions substantially the same as those of this Section 15.5, to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap, derivative, credit-linked note or similar transaction relating to the Obligors and their obligations, (e) with the consent of the Obligors in their sole discretion or (f) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 15.5 or (y) becomes available to the Lender on a non-confidential basis from a source other than the Obligors. Any Person required to maintain the confidentiality of Information, the Credit Facility, this Agreement, the other Loan Documents and the Security as provided in this Section 15.5 will be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Notwithstanding the foregoing, any Person required to maintain the confidentiality pursuant to this Section 15.5 shall treat all “personal information” (as defined under the Personal Information Protection and Electronic Documents Act ( Canada), “ PIPEDA ”) as strictly confidential pursuant to Applicable Law, including PIPEDA, Personal Health Information Protection Act, 2004 (Ontario) and Freedom of Information Act and Protection of Privacy Act (Ontario).

15.6 Assignment

• 15.6.1 The Lender may, without notice to or consent of the Obligors, at any time assign, transfer, syndicate, grant a participation interest in, or grant a Security Interest in, all or any part of its rights, remedies and obligations under this Agreement, the other Loan Documents and the Security Interests created by the Security. Notwithstanding the foregoing, prior to the occurrence of an Event of Default, the Lender may only assign or transfer all or any part of its rights, remedies and obligations under this Agreement, the other Loan Documents and their Security Interests created by the Security to a Person who is not (i) a related Person to the Lender or (ii) an Affiliate of the Lender, with the prior written consent of the Borrowers not to be reasonably withheld. Each Obligor expressly agrees that the assignee, transferee, syndicated or participating lender or secured party, as the case may be, will have all of the

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Lender’s rights, remedies and obligations under this Agreement and the other Loan Documents, and the Obligors will not assert any defence, cross-claim, counterclaim, right of set off or any other claim that any Obligor now has or in the future acquires against the Lender in any action commenced by any assignee, transferee, syndicated or participating lender or secured party, as applicable, and will pay the Outstanding Obligations payable by it to the assignee, transferee, syndicated or participating lender or secured party, as the case may be, as they become due. The Obligors shall execute any documentation and take any actions as the Lender may reasonably request in connection with any assignment or participation. The Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and the other Loan Documents to secure obligations of the Lender; provided that no such pledge or assignment shall release the Lender from any of its obligations hereunder or substitute any such pledgee or assignee for the Lender as a party hereto.

• 15.6.2 None of this Agreement, the other Loan Documents or any rights, remedies or obligations under them may be assigned by any Obligor without the prior written consent of the Lender. Any such assignment without such Lender consent shall be null and void and render the Outstanding Obligations immediately due and payable at the option of the Lender without the Borrowers having the benefit of any cure period.

15.7 Enurement

This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.

15.8 Paramountcy and Conflict

In the event that there is any conflict between the provisions contained in this Agreement and the provisions contained in any other Loan Document delivered pursuant to or in connection with this Agreement including, without limitation, the Security, the provisions of this Agreement will have priority over and will override the provisions contained in the other document.

15.9 Application of Monies and Set-Off

At any time after the occurrence of an Event of Default which is continuing (i) all moneys received by the Lender from the Borrowers or from any Security may be applied on any parts of the Outstanding Obligations that the Lender may determine in its sole discretion, and (ii) the Lender is authorized to setoff and apply any deposits held by it and any other amounts owed by it to or for the credit of the Borrowers against any and all of the Outstanding Obligations, irrespective of whether or not the Lender has made any demand and even though any such Outstanding Obligations may not yet be due and payable.

15.10 Consent to Release Information

Each of the Obligors consents to the Lender from time to time giving any credit or other information about each of the Obligors to, or obtaining such information from, (i) any financial institution, credit reporting agency, rating agency or credit bureau, (ii) any Person with whom the Borrowers may have or propose to have financial dealings, (iii) any Person in connection with any dealings the Borrowers have or propose to have with the Lender, and (iv) any assignee of or participant in, or any prospective assignee of or participant in, any of the Lender's rights or obligations under this Agreement. The Borrowers agree that the Lender may use that information to establish and maintain the Borrowers’ relationship with the Lender and to offer any services as permitted by law.

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15.11 Judgment Currency

• 15.11.1 If, for the purpose of obtaining or enforcing judgment against a Party in any court in any jurisdiction, it becomes necessary to convert into any other currency (the other currency is referred to in this Section 15.11 as the “ Judgment Currency ”) an amount due under this Agreement in any currency other than the Judgment Currency (the “ Obligation Currency ”), the conversion will be made at the rate of exchange prevailing on the Business Day immediately preceding:

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• the date of actual payment of the amount due, in the case of any proceeding in the courts of any jurisdiction that will give effect to the conversion being made on that date; or

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• the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction,

(the applicable date on which the conversion is made under this Section 15.11 is referred to in this Section 15.11 as the “ Judgment Conversion Date ”).

• 15.11.2 If, in the case of any proceeding in the court of any jurisdiction referred to in this Section 15.11, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the applicable Party will pay the additional or lesser amounts as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, produces the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date.

• 15.11.3 Any amount due from the applicable Party under this Section 15.11 is to be due as a separate Debt, independent of its obligations under this Agreement, and will not be affected by judgment being obtained for any other amounts due under or relating to this Agreement.

15.12 Notices

All notices and other communications (each referred to as the “ Notice ”) permitted or required to be given to any of the Parties hereto will be in writing and may be delivered personally, by registered prepaid mail (except during an actual or threatened postal disruption) or by e-mail or functionally equivalent electronic means of transmission, charges (if any) prepaid, to the following addresses or e-mail addresses or to such other address or e-mail address as will be designated by such Party by notice in writing to the other Parties to this Agreement:

• 15.12.1 to the Obligors:

67 Toll Road Holland Landing, Ontario L9N 1H2

Attention: Jon Szczur, Chief Financial Officer  E-mail.: jszczur@myinscape.com

• 15.12.2 to the Lender:

200 Bay Street 10[th] Floor, North Tower

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Toronto, ON M5J 2J2

Attention: Kevin Freer E-mail: kfreer@frontwellcapital.com

The Notice will be deemed to have been delivered:

• 15.12.3 in the case of personal delivery, on the day that the Notice is delivered to the Party receiving the Notice, unless the Notice was not delivered on a Business Day in which case the Notice will be deemed to have been delivered on the next Business Day;

• 15.12.4 in the case of registered prepaid mail, on the fifth Business Day after the Notice was deposited in the mail; and

• 15.12.5 in the case of e-mail or other form of electronic communication, on the day that the Notice was transmitted, but if the Notice is transmitted on a day that is not a Business Day or after 5:00 p.m. (local time of the recipient) the Notice will be deemed to have been received on the next Business Day.

15.13 Default

Automatically upon the Lender, at its option, making demand for payment upon the occurrence of any one or more Events of Default, all Outstanding Obligations will become immediately due and payable by the Borrowers to the Lender, the Credit Facility will be immediately terminated by the Lender, and the Security and Guarantees issued in connection with the Credit Facility will be immediately enforceable by the Lender against the Obligors in accordance with their terms. The Lender will have no obligation to provide any further credit or make any further Borrowings available to the Borrowers under the Credit Facility or otherwise.

15.14 Non-Merger

This Agreement will not merge upon the execution and delivery of the Security and the other loan and security documents contemplated by this Agreement, but will remain in full force and effect thereafter.

15.15 Severability

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will not invalidate the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable that provision in any other jurisdiction.

15.16 Replacements

This Agreement supersedes and replaces all prior discussions, letters and agreements (if any) describing the terms and conditions of any Credit Facility established by the Lender in favour of the Borrowers.

15.17 Further Assurances

The Obligors will from time to time promptly upon request by the Lender do and execute all acts and documents as may be reasonably required by the Lender to give effect to the Credit Facility and the

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Loan Documents, and to any assignment or participation made by the Lender pursuant to this Agreement.

15.18 Waiver

No delay on the part of the Lender in exercising any right or privilege will operate as a waiver of that right or privilege, and no waiver of any failure or Default will operate as a waiver of that failure or Default, or will be applicable to any other delay, failure or Default unless made in writing and signed by an authorized officer of the Lender.

15.19 Illegality

If, after the date hereof, any Change in Law makes it unlawful or prohibited for the Lender to make, to fund or to maintain its commitment or any portion thereof or to perform any of its obligations under this Agreement (any such unlawful or prohibited funding, maintenance or performance being an “ Unlawful Obligation ”), in each case, after the date hereof, then the Lender may, by 30 days written notice to the Borrowers (unless the provision of the Applicable Law requires earlier prepayment in which case the notice period will be that shorter period as required to comply with the Applicable Law), terminate its obligations under this Agreement or, at the option of the Lender, terminate only those of its obligations under this Agreement that constitute Unlawful Obligations, and, in that event, the Borrowers will prepay Borrowings owing to the Lender forthwith (or at the end of that period as the Lender in its discretion agrees), without notice or penalty, together with all accrued but unpaid interest and fees as may be applicable to the date of payment, or the Lender may, by written notice to the Borrowers, convert those Borrowings forthwith into another basis of Borrowing available under this Agreement.

15.20 Governing Law and Attornment

This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in that Province and will be treated in all respects as an Ontario contract. The Parties submit and attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario.

15.21 Jury Trial

To the maximum extent permitted by Applicable Law, each of the Parties hereto waive its respective rights, if any, to a jury trial of any claim, controversy, dispute or cause of action directly or indirectly based upon or arising out of this Agreement or any other Loan Document or any of the transactions contemplated hereby or thereby, including contract claims, tort claims, breach of duty claims, and all other common law or statutory claims. Each of the Parties hereto represents that each has reviewed this waiver and each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. In the event of litigation, a copy of this Agreement may be filed as a written consent to a trial by the court.

15.22 Creation and Use of Electronic Document

This Agreement, the other Loan Documents and any counterpart of any of the foregoing may be created, provided, received, retained and otherwise used, and will be accepted, in any digital, electronic or other intangible form.

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15.23 Electronic Signatures and Delivery

This Agreement and any counterpart of it may be:

• (a) signed by manual, digital or other electronic signatures; and

• (b) delivered or transmitted by any digital, electronic or other intangible means, including by e-mail or other functionally equivalent electronic means of transmission;

and that execution, delivery and transmission will be valid and legally effective to create a valid and binding agreement between the Parties. Each electronic signature or manual, digital or other electronic signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature.

15.24 Counterparts

This Agreement may be signed and delivered by the Parties in counterparts, with the same effect as if each of the Parties had signed and delivered the same document, and that execution and delivery will be valid and legally effective.

15.25 Canadian Currency

Unless otherwise specified in this Agreement, all amounts and values referred to in this Agreement will refer to lawful money of Canada, but for certainty, all payments made under this Agreement will be made in the currency in respect of which the obligation requiring that payment arose.

15.26 USA PATRIOT Act

The Lender hereby notifies the Obligors that pursuant to the requirements of the USA PATRIOT Act, it may be required to obtain, verify and record information that identifies each Obligor, which information includes the name and address of each Obligor and other information that will allow the Lender to identify each Obligor in accordance with the USA PATRIOT Act. In addition, the Lender shall have the right to periodically conduct due diligence (including, without limitation, in respect of information and documentation as may reasonably be requested by the Lender from time to time for purposes of compliance by the Lender with Applicable Law (including, without limitation, Anti-Terrorism Laws), and any policy or procedure implemented by the Lender to comply therewith) on all Obligors, their senior management and key principals and legal and beneficial owners. Each Obligor agrees to cooperate in respect of the conduct of such due diligence and further agrees that the reasonable costs and charges for any such due diligence by the Lender shall constitute expenses payable pursuant to Section 15.3 hereof and be for the account of Borrowers.

15.27 Divisions

For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Securities at such time

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Execution Version

Yours truly,

FRONTWELL CAPITAL PARTNERS INC.

Per: Name: John Ho Title: Chief Financial Officer

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THE UNDERSIGNED accept this Agreement and agrees with FrontWell Capital Partners Inc. to be bound by the terms and conditions of this Agreement this_ day of _____ , 2021. 29 April

INSCAPEC Per: N_afiie� : Lr,·c . .. £�e.,fh Title: C.Eo Per:

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C£o
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THE UNDERSIGNED, as a Guarantor of the Borrowers, acknowledges and agrees to the terms of this Agreement, and acknowledges that the Lender has made no representation or warranty of any kind as to the realization on the Guarantee given by the undersigned other than as expressly set forth in this Agreement. The undersigned further acknowledges that this Agreement and the documents referred to in this Agreement may be amended, modified or renewed without the consent of the undersigned and without reducing, restricting or otherwise limiting the liability of the undersigned in any way.

DATED ____ , 2021. April 29

INSCAPE INC.

Per: C£D

Execution Version

SCHEDULE A ADDITIONAL DEFINITIONS AND PROVISIONS

ARTICLE 1 DEFINITIONS

1.1 Certain Definitions

In this Agreement, the following terms have the following meanings:

“ Affiliate ” of a Person means any other Person which, directly or indirectly, controls or is controlled by or is under common control with the first Person, and for purposes of this definition, “ control ” (including with correlative meanings the terms “ controlled by ” and “ under common control with ” ) means the power to direct or cause the direction of the management and policies of any Person, whether through the ownership of shares or by contract or otherwise.

“ Agreement ” means the letter agreement between the Lender and the Borrowers to which this Schedule is attached, including this Schedule and any other schedules hereto or thereto, as the same may be amended, restated, renewed, extended or supplemented.

“ Anti-Terrorism Laws ” means any federal, state, provincial, territorial or local laws relating to terrorism, money laundering, bribery, corruption or Sanctions, including, without limiting the generality of the foregoing, Executive Order No. 13224, the USA PATRIOT Act, the US Trading with the Enemy Act and each of the foreign assets control regulations of the United States Treasury Department and any other enabling legislation or executive order relating thereto (including, without limitation, Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), the laws comprising or implementing the Bank Secrecy Act , and the laws administered by the OFAC, the Criminal Code (Canada), and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced), in each case to the extent that such laws relate to terrorism or money laundering.

“ Applicable Law ” means:

any domestic or foreign statute, law (including common and civil law), treaty, code, ordinance, rule, regulation, restriction or by-law (zoning or otherwise);

any judgment, order, writ, injunction, decision, ruling, decree or award;

any regulatory policy, practice, guideline or directive; or

any franchise, licence, qualification, authorization, consent, exemption, waiver, right, permit or other approval of any Governmental Authority, binding on or affecting the Person referred to in the context in which the term is used or binding on or affecting the property of that Person.

“ Appraised Fair Market Value of the Mortgaged Property ” means the appraised fair market value of the Mortgaged Property as determined by a current appraisal of same conducted at the Borrowers ’ expense by an AACI certified appraiser, acceptable to the Lender and addressed to and delivered to the Lender and in a form satisfactory to the Lender in its discretion.

“ Beneficial Ownership Certification ” means certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230

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“ Blocked Accounts ” is defined in Section 3.1(w).

“ Blocked Account Agreements ” is defined in Section 6.1.

“ Blocked Account Banks ” means a financial institution acceptable to the Lender in respect of accounts domiciled in Canada and KeyBank National Association in respect of accounts domiciled in the United States, and their successors and assigns or other financial institutions acceptable to the Lender.

“ Borrowing ” means a use of the Credit Facility.

“ Borrowing Base Certificate ” means a certificate of the Borrowers in the form attached hereto as Schedule E mathematically computing the Borrowing Base and signed on behalf of the Borrowers by their chief financial officer or any other officer acceptable to the Lender.

“ Borrowing Date ” means a Business Day on which a Borrowing is made.

“ Business ” mean full-service provider and manufacturer of premium quality office furniture and flexible office product solutions.

“ Business Day ” means any day excluding Saturday, Sunday and any day which is a legal holiday in Toronto, Canada; provided that, with respect to any amount denominated in US dollars and all matters pertaining thereto " Business Day " shall also exclude any day which is a legal holiday in New York, U.S.A.

“ Canadian Benefit Plan ” means any plan, fund, program or policy, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, providing employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings benefits, maternity or parental benefits, supplemental unemployment benefits, bonus, profit sharing, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation or phantom stock option, under which any Obligor has any liability with respect to any employee or former employee who works or worked, as the case may be, in Canada, but excluding any Canadian Pension Plan.

“ Canadian Pension Plan ” means each pension plan required to be registered under Canadian federal or provincial law that is maintained or contributed to by any Obligor for its employees or former employees, but does not include the Canada Pension Plan or the Quebec Pension Plan as maintained by the Government of Canada or the Province of Quebec.

" Cash Dominion Notice " is defined in Section 6.1.2.

“ CDOR Rate ” means, on any date, the per annum rate of interest which is the rate based on the average of the discount rates (rounded up to two decimal places) applicable to Canadian dollar bankers ’ acceptances for a term equivalent to the term of the relevant bankers ’ acceptances appearing on the Refinitiv screen CDOR page for acceptances of Schedule I banks under the Bank Act (Canada) as of 10:15 a.m. (Toronto time) on that date, or if that date is not a Business Day, then on the immediately preceding Business Day; provided, however, that if no such average rate appears on the Refinitiv screen CDOR page as contemplated, then the CDOR Rate on any date will be the rate for the term referred to above applicable to Canadian dollar bankers ’ acceptances quoted by Bank of Montreal as of 10:15 a.m. (Toronto time) on that date, or if that date is not a Business Day, then on the immediately preceding Business Day. Notwithstanding anything herein contained, in no circumstances shall the CDOR Rate be less than zero.

“ Change in Law ” means occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation

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or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority or the compliance therewith by the Lender; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “ Change in Law ” , regardless of the date enacted, adopted or issued.

“ Change of Control ” means any event or series of events by which:

• (a) Funds managed by PenderFund Capital Management Ltd. shall cease to own and control legally and beneficially, either directly or indirectly, Equity Securities in Inscape Corporation representing more than 51% of the combined voting power of all of Equity Securities entitled to vote for members of the board of directors or equivalent governing body of Inscape Corporation on a fully-diluted basis (and taking into account all such securities that funds managed by PenderFund Capital Management Ltd. have the right to acquire, whether such right is exercisable immediately or only after the passage of time); or

• (b) Inscape Corporation fails at any time to own, directly or indirectly, 100% of the Equity Securities of each other Obligor free and clear of all Liens (other than the Liens in favor of the Lender).

“ Closing Date ” means April 29, 2021 or such other date as may be agreed to by the Borrowers and the Lender.

“ Collateral ” means all present and future personal and real property of the Obligors hypothecated or otherwise encumbered by the Security, tangible or intangible, of whatever nature and wherever situated and all other property, assets and undertaking of the Obligors and whether now owned or hereafter acquired, or in which it now has or at any time in the future may acquire any right, title, or interest, including, without limitation, receivables, inventory, machinery and equipment and Intellectual Property and proceeds of any of the foregoing.

“ Compliance Certificate ” means a compliance certificate in a form substantially similar to 0 hereto, executed by a senior officer of the Borrowers.

“ Corporate Distribution ” means, in describing any payment by a Borrower or any Guarantor to a Person, any direct or indirect declaration or payment by a Borrower or any Guarantor whether by way of salary, bonus, allowance, expense reimbursement, dividends, purchase or redemption of Equity Securities, retirement or return of capital, interest, management or similar fee or other corporate distribution or compensation or otherwise other than payments of ordinary course salaries, commissions and similar remuneration, bonuses, stock options, restricted share units and performance share units payable or issued to any employee, director or officer of an Obligor in the ordinary course of business and consistent with past practice.

" Credit Facility Limit " means the lesser of (i) $15,000,000; and (ii) the Loan Availability determined by the Lender in accordance with the most recently delivered Borrowing Base Certificate.

“ Debt ” means, with respect to any Person, and without duplication:

• (a) an obligation of that Person for borrowed money;

• (b) an obligation of that Person evidenced by a note, bond, debenture or other similar instrument;

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• (c) an obligation of that Person for the deferred purchase price of property or services, excluding trade payables and other accrued current liabilities incurred in the ordinary course of business in accordance with customary commercial terms;

• (d)

• a capitalized lease obligation of that Person;

• (e) a guarantee, indemnity, or financial support obligation of that Person, determined in accordance with GAAP, including, without limitation, a guarantee (other than a guarantee provided to the Lender) of any obligation set out in the other clauses of this definition;

• (f) an obligation of that Person or of any other Person secured by a lien or security interest on any property of that Person, even though that Person has not otherwise assumed or become liable for the payment of that obligation;

• (g) an obligation arising in connection with an acceptance facility or letter of credit issued for the account of that Person; or

• (h) a share in the capital of that Person that is redeemable by that Person either at a fixed time or on demand by the holder of that share (valued at the maximum purchase price at which that Person may be required to redeem, repurchase or otherwise acquire that share).

“ Debt Service Requirements ” means, for the Borrowers for any period, determined on a consolidated basis, the aggregate of:

• (a) all scheduled principal payments in respect of Debt made or required to be made during that period; plus

• (b) Interest Expense for that period; plus

• (c) any retirement or return of capital, advance to a Related Person and all dividends paid during that period on all shares of Inscape Corporation.

“ Debtor Relief Laws ” means the Bankruptcy and Insolvency Act (Canada) , and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of Canada, the United States or other applicable jurisdictions from time to time in effect including, without limitation, the Companies ’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada), Bankruptcy Code of the United States of America and the Winding-Up Act (Quebec).

“ Deemed Year ” is defined in Section 4.3.

“ Default ” means any event or condition that constitutes an Event of Default or that would constitute an Event of Default except for satisfaction of any condition subsequently required to make the event or condition an Event of Default, including giving of any notice, passage of time, or both.

“ Disbursement Accounts ” is defined in Section 3.1(x).

“ Discharge Date ” means the date when (i) no Outstanding Borrowings remain outstanding, (ii) the Credit Facility has been terminated or cancelled and (iii) all Outstanding Obligations have been paid or repaid in full, other than contingent, indemnification or other Outstanding Obligations not yet due and for which no unsatisfied demand for payment has been made by the Lender.

“ Disposition ” or “ Dispose ” means the sale, assignment, transfer, conveyance, lease (as lessor), licence, contribution or other disposition of, or granting of options, warrants or other rights with respect

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to, any Person ’ s properties or assets (including intellectual property), including any transaction described in this definition that is consummated pursuant to an allocation of assets among newly divided “ ” limited liability companies pursuant to a plan of division .

“ EBITDA ” means, for any period, Net Income for that period plus all amounts deducted in the calculation thereof on account of Interest Expense, income taxes, depreciation and amortization, plus unrealized foreign exchange losses and non-recurring/ extraordinary expenses which have been pre-approved by the Lender minus unrealized foreign exchange gains and non-recurring/ extraordinary revenue, all to the extent that they were included in the determination of such Net Income.

" Eligible Insured Receivables " means all receivables which are otherwise Eligible Receivables except they do not comply with subsection (i) of the definition of Eligible Receivables provided that the payment of same has been insured by an insurance company acceptable to the Lender in its sole discretion and the account debtor is acceptable to the Lender in its sole discretion.

“ Eligibility Investment Grade Receivables ” means all receivables of a Borrower that meet all the criteria set out in the definition of Eligible Receivables and that are owned by (x) an account debtor rated BBB or higher by an investment rating service satisfactory to the Lender or (y) such other account debtors approved by the Lender in its sole discretion.

" Eligible Inventory " means all inventory of the Borrowers that:

• (a) is not subject to any Liens other than Permitted Encumbrances which are in favour of the Lender or have been subordinated on terms satisfactory to the Lender to Liens in favour of the Lender or which otherwise rank in priority behind the Liens in favour of the Lender;

• (b) is located on premises in Canada or the United States owned or operated by a Borrower or is located on premises with respect to which Lender has received a landlord, bailee or mortgagee letter acceptable in form and substance to the Lender (which includes a waiver of distraint or storer's liens and the right of the Lender to access such premises) or, in the sole discretion of the Lender, in respect of which the Lender has established an appropriate reserve of not less than 3 months' rent and/or storage fees, as the case may be, for such premises;

• (c) is not in transit unless such inventory is in transit: (i) to the locations listed in Schedule G hereto; or (ii) to, from or between locations the Lender has provided its prior approval thereof, which approval may be given or withheld in the Lender's sole discretion; or (iii) does not exceed the aggregate amount of $200,000 and evidence of acceptable insurance covering such inventory has been delivered to the Lender and bills of lading related to such inventory have been consigned to the Lender and no Event of Default has occurred which is continuing;

• (d) is not covered by a negotiable document of title, unless, at the request of the Lender, such document and evidence of acceptable insurance covering such inventory has been delivered to the Lender;

• (e) is of good and merchantable quality, free from any defects and is not obsolete, unsalable, shopworn, damaged, unfit for further processing or of substandard quality, in Lender's good faith credit judgment;

• (f) consists of finished goods in all respects ready for sale to customers or raw materials necessary to produce inventory (but not work in process, packaging or consumer service parts);

• (g) meets all standards imposed by any relevant Governmental Authority, including with respect to its production, acquisition or importation (as the case may be);

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• (h) is not placed by the respective Borrower on consignment or held by the respective Borrower on consignment from another Person;

• (i) is not held for rental or lease by or on behalf of the respective Borrower;

• (j) does not meet or violate any warranty, representation or covenant contained in this Agreement or any other Loan Document;

• (k) is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreement with any third parties other than any third party agreement in respect of which the Lender has granted its consent (it being understood that the Lender may condition such consent upon among other things, the execution and delivery to the Lender of a use agreement, in form and substance satisfactory to the Lender, by the counterparty to such third party agreement);

• (l) does not require the consent of any Person for the completion or manufacture, sale or other disposition of such inventory by the Lender and such completion, manufacture or sale does not constitute a breach or default under any contract or agreement to which the respective Borrower is a party or to which such inventory is or may become subject;

• (m) is not subject to unpaid suppliers' repossession rights; and

• (n) is otherwise acceptable in the good faith discretion of the Lender, provided that the Lender shall have the right to create and adjust eligibility standards and related reserves from time to time in its good faith discretion.

• " Eligible Receivables" means the receivable of any Borrower, except any receivable:

• (a) that does not arise from the sale of goods or the performance of services by a Borrower in the ordinary course of a Borrower's business;

• (b) upon which: (i) a Borrower's rights to receive payment is not absolute or is contingent upon the fulfillment of any condition whatsoever; or (ii) a Borrower is not able to bring suit or otherwise enforce its remedies against the respective account debtor through judicial process;

• (c) to the extent of any concessions, offsets, deductions, contras, returns, chargebacks or understandings with the respective account debtor therein that in any way could reasonably be expected to adversely affect the payment of, or the amount of such receivable;

• (d) with respect to which an invoice, acceptable to the Lender in form and substance, has not been sent to the account of the debtor;

• (e) that is not owned by a Borrower or is subject to any right, claim, or interest of another Person, other than Permitted Encumbrances which are in favour of the Lender or have been subordinated on terms satisfactory to the Lender to Liens in favour of the Lender or which otherwise rank in priority behind the Liens in favour of the Lender;

• (f) that arises from a sale to or performance of services for an employee, Affiliate of any other Obligor or a Related Person, or an entity which was common officers or directors with a Borrower;

• (g) that is the obligation of an account debtor that is the federal or provincial government of Canada or a political subdivision thereof, unless the Lender has agreed to the contrary in writing;

• (h) the account debtors with respect to such receivables are any Governmental Authority of the U.S., or any department, agency, public corporation, or instrumentality thereof, unless the Federal

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Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.) and any other steps necessary to perfect the security interest of Lender in such receivables have been compiled with to Lender's satisfaction;

• (i) that is the obligation of an account debtor located other than in Canada or in the United States unless such receivable is supported by a letter of credit in which the Lender has a first priority perfected security interest and Lien by possession or is subject to another arrangement acceptable to the Lender in its sole discretion;

• (j) that is the obligation of an account debtor to whom a Borrower is or may become liable for goods sold or services rendered by the account debtor to a Borrower, to the extent of a Borrower's liability to such account debtor;

• (k) that arises with respect to goods which are delivered on a cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the account debtor may be conditional;

• (l) that is an obligation for which the total unpaid receivables of the account debtor exceed 25% (or such other amount as determined by the Lender in its discretion) of the aggregate of all gross receivables, to the extent of such excess. Notwithstanding the foregoing, the aforesaid limit for Prevolv shall be 35%;

• (m) that is not paid within 90 days from its invoice date or that are receivables of an account debtor if 50% or more of the receivables owing from such account debtor remain unpaid within such time period;

• (n) that is an obligation of an account debtor that has suspended business, made a general assignment for the benefit of creditors, is unable to pay its debts as they become due or as to which a petition has been filed (voluntary or involuntary) under any Debtor Relief Laws;

• (o) that arises from any bill-and-hold or other sale of goods which remain in a Borrower ’ s possession or under a Borrower's control;

• (p) as to which the Lender's interest therein is not a first priority perfected security interest and Lien, subject to Permitted Encumbrances;

• (q) to the extent that such receivables exceeds any credit limit established by the Lender in the Lender's good faith discretion;

• (r)

• as to which a Borrower's representations or warranties pertaining to receivables are untrue;

• (s) that represents interest payments, late or finance charges, or service charges owing to a Borrower;

• (t) that does not comply in all material respects with the requirements of all Applicable Laws, whether federal, provincial, state, or local, including the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act, and Regulation Z of the Consumer Financial Protection Bureau;

• (u) with respect to which the account debtor is located in a jurisdiction which requires the filing of a registration or licensing to carry on business or similar report, registration or licensing in order to permit the respective Borrower to seek judicial enforcement of payment of such receivable, unless the respective Borrower has qualified to do business therein, except as may be waived by the Lender on a case-by-case basis in its reasonable discretion;

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• (v) with respect to which account debtor is a Sanctioned Person; or

• (w) that is not otherwise acceptable in the good faith discretion of the Lender, provided that the Lender shall have the right to create and adjust eligibility standards and related reserves from time to time in its good faith discretion.

“ Environmental Activity ” means any past, present or future activity, event or circumstance in respect of a contaminant or hazardous material including, without limitation, its storage, use, holding, collection, purchase, accumulation, assessment, generation, manufacture, construction, processing, treatment, stabilization, disposition, handling or transportation or its Release into the natural environment including the movement through or in the air, soil, subsoil, surface water or groundwater.

“ Environmental Laws ” means any and all federal, provincial, state, municipal, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, licences, agreements or other governmental restrictions having the force of law relating to the environment, occupational health and safety, health protection or any Environmental Activity.

“ Environmental Order ” means an order, directive or instruction issued by a Governmental Authority or a governmental body pursuant to or in respect of any Environmental Law which results in a material obligation on the part of an Obligor.

“ Equity Securities ” means, with respect to any Person, any and all shares, stock or units of, interests, participations or rights in, or other equivalents (however designated and whether voting and non-voting) of, that Person ’ s capital, whether outstanding on the date hereof or issued after the date hereof, including any interest in a partnership, limited partnership or other similar Person and any beneficial interest in a trust, and any and all rights, warrants, debt securities, options or other rights exchangeable for or convertible into any of the foregoing.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, and the rules and regulations issued thereunder.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with any Obligor, is treated as a single employer under Section 414(b) or 414(c) of the IRC or, solely for purposes of Sections 302 and 303 of ERISA and Sections 412 and 430 of the IRC, is treated as a single employer under subsection (b), (c), (m) or (o) of Section 414 of the IRC.

“ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043(c) of ERISA with respect to a US Pension Plan (other than an event for which the 30-day notice period referred to in Section 4043 of ERISA is waived); (b) the existence with respect to any US Pension Plan of a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA or Section 4975(c)(1) of the IRC; (c) any failure of any US Pension Plan to satisfy the “minimum funding standard” applicable to such US Pension Plan under Section 412 or Section 430 of the IRC or Section 302 or Section 303 of ERISA, whether or not waived; (d) the filing pursuant to Section 412(c) of the IRC or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any US Pension Plan, the failure to make by its due date a required installment under Section 430(j)(3) of the IRC with respect to any U.S. Pension Plan or the failure of any Obligor or ERISA Affiliate to make any required contribution to any Multiemployer Plan; (e) a determination that any US Pension Plan is, or is expected to be, in “at-risk” status (as defined in Section 430(i)(4) of the IRC or Section 303(i)(4) of ERISA; (f) the incurrence by any Obligor or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any US Pension Plan including the imposition of any Lien in favor of the PBGC or any Pension Plan (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA); (g) the filing of a notice of intent to terminate, the treatment of a US Pension Plan amendment as a termination under Section 4041 or Section 4041A or ERISA, the receipt by any Obligor or any ERISA Affiliate from the PBGC or a US Pension Plan administrator of any notice relating to an intention to terminate any US Pension Plan or

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US Pension Plans or to appoint a trustee to administer any Pension Plan under Section 4042 of ERISA or the occurrence of an event or condition which constitutes grounds under Section 4042 of ERISA or the termination of, or the appointment of a trustee to administrator, any US Pension Plan; (h) any limitations under Section 436 of the IRC become applicable; (i) the incurrence by any Obligor or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any US Pension Plan or Multiemployer Plan; (j) a withdrawal by any Obligor or any ERISA Affiliate from a US Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (k) the receipt by any Obligor or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Obligor or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or in endangered or critical status within the meaning of Section 432 of the IRC or Section 305 or Title IV of ERISA; or (l) the imposition on any Obligor or any ERISA Affiliate of any tax under Chapter 43 of Subtitle D of the IRC, or the assessment of a civil penalty on any Obligor or any ERISA Affiliate under Section 502(c) of ERISA.

“ Event of Default ” means any of the following events or circumstances:

• (a) Failure to Pay Principal if a Borrower fails to make punctual payment of any principal amount payable under this Agreement on the date it is due;

• (b) Failure to Pay Other Amounts if an Obligor fails to make punctual payment when due of any amount payable under any Loan Document (other than principal) and if that payment is not made within three Business Days of the day on which that payment is due;

• (c) False Representations, Etc. if any representation or warranty made or given in this Agreement, in any certificate delivered pursuant hereto, or in any financial statements delivered pursuant hereto, is false or erroneous in any material respect (or, with respect to any representation or warranty already qualified by “ Material Adverse Effect ” , “ Material Adverse Change ” , or other materiality qualifier, false or erroneous in any respect) when made, given or delivered;

• (d) Cross-Default — if an Obligor defaults in the payment, when due, of any Debt in the principal amount of $250,000 or greater, and that default has not been waived by the relevant Person(s) within the applicable cure period, or if that Debt is accelerated or otherwise becomes due and payable prior to its stated maturity, or if an Obligor is in material default in the performance of any of its obligations under a Material Contract and such default has not been waived by the respective counterparty within any applicable cure period;

• (e) Default in Certain Covenants — if there is any default or failure in the observance or performance of any financial covenant or negative covenant;

• (f) Default in Other Covenants — if, other than in respect of any financial covenant or negative covenant, or any covenant to pay principal, interest or any other amount, there is any default or failure in the observance or performance of any other act required to be done under the Loan Documents or any other covenant or condition required to be observed or performed under the Loan Documents, and the default or failure continues for 15 Business Days or such shorter period expressly provided hereunder after notice by the Lender to an Obligor specifying that default or failure;

• (g) Insolvency if an Obligor is unable to pay debts as those debts become due, or is, or is adjudged or declared to be, or admits to being, bankrupt or insolvent;

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• (h) Voluntary Proceedings if an Obligor makes a general assignment for the benefit of creditors; or any proceeding or filing is instituted or made by an Obligor seeking relief on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment or composition of it or its debts under any Debtor Relief Laws, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its properties or assets; or an Obligor takes any corporate action to authorize any such actions;

• (i) Involuntary Proceedings if any notice of intention is filed or any proceeding or filing is instituted or made against an Obligor in any jurisdiction seeking to have an order for relief entered against it as debtor or to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment or composition of it or its debts under any Debtor Relief Laws, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its properties or assets or seeking possession, foreclosure or retention, or sale or other disposition of, or other proceedings to enforce security over, all or a substantial part of the assets of an Obligor unless the same is being contested actively and diligently in good faith by appropriate and timely proceedings and is dismissed, vacated or stayed within 30 days of institution of those proceedings;

• (j) Receiver, etc. if a receiver, liquidator, trustee, sequestrator or other officer with like powers is appointed with respect to, or an encumbrancer pursuant to a Security Interest or otherwise takes possession of, or forecloses or retains, or sells or otherwise disposes of, or otherwise proceeds to enforce security over any of the properties or assets of an Obligor having a fair market value in excess of $250,000 or gives notice of its intention to do so;

• (k) Execution, Distress if any writ, attachment, execution, sequestration, extent, distress or any other similar process becomes enforceable against an Obligor or if a distress or any analogous process is levied against any of the properties or assets of an Obligor having a fair market value in excess of $250,000, except where the same is being contested actively and diligently in good faith by appropriate and timely proceedings and the enforcement or levy has been stayed;

• (l) Suspension or Change of Business if an Obligor suspends or ceases or threatens to suspend or cease its business, or makes any material change to the nature, form or substance of its business;

• (m) Sale — if an Obligor sells or otherwise Disposes of, or threatens to sell or otherwise Dispose of, all or a substantial part of its undertaking and property and assets whether in one transaction or a series of related transactions;

• (n) Validity if any provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms, or an Obligor asserts in writing that this has happened; or any Security Interest created under any Loan Document ceases to be a valid and perfected Security Interest having, subject to the provisions of this Agreement, the first priority ranking in any of the Collateral purported to be covered by that Security Interest other than, in the case of a Security Interest ceasing to be a perfected Security Interest, because of any action taken or omission to act by the Lender;

• (o) Assignment if a Borrower assigns its rights under, or any interest in, this Agreement or any of the other Loan Documents to a third party in contravention of this Agreement;

• (p) Revocation of Guarantee — if any guarantee of the Outstanding Obligations will be terminated, revoked or declared void or invalid, without the prior written consent of the Lender;

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• (q) Adverse Judgments if one or more final judgments for the payment of money aggregating in excess of $250,000 (whether or not covered by insurance) is rendered against an Obligor and that Obligor fails to discharge that judgment within 30 days from the date of notice of its entry;

• (r) Unremitted Priority Payables if an Obligor fails to remit to the applicable Governmental Authority any Priority Payable owing by it within 20 days of the date that Priority Payable became due;

• (s) Environmental Order — if any Environmental Order is issued by any Governmental Authority against an Obligor and that Environmental Order has not been satisfied or discharged within the time allowed for in that Environmental Order or, if no time is specified in that Environmental Order, within 30 days after the date that Environmental Order was received by an Obligor, or any longer period as the Lender may agree to, acting reasonably, provided that the respective Obligor is at all times acting diligently and in good faith to satisfy the Environmental Order; and save and except where that Environmental Order is being contested actively and diligently in good faith by appropriate and timely proceedings and the enforcement of that Environmental order has been stayed; or

• (t) Material Adverse Change if at any time there occurs a Material Adverse Change.

• (u) ERISA — if (i) an ERISA Event occurs that, in the opinion of Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of an Obligor or any of its Subsidiaries (or in the case of an ERISA Event described in subsection (b) of the definition of that term, could reasonably be expected to subject an Obligor, any of its Subsidiaries, any US Pension Plan, any trust created thereunder, any trustee or administrator thereof, or any party dealing with any US Pension Plan or trust to a tax or penalty on “ prohibited transactions ” under Section 502 of ERISA or Section 4975 of the IRC) in an aggregate amount exceeding (A) $100,000 in any year or (B) $200,000 for all periods, (ii) an ERISA Event occurs with respect to a US Pension Plan or Multiemployer Plan that constitutes grounds for appointment of a trustee for or termination by the PBGC of any US Pension Plan or Multiemployer Plan; (iii) an Obligor or ERISA Affiliate fails to pay when due any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan; or (iv) there is at any time a Security Interest imposed against the assets of an Obligor or ERISA Affiliate under Section 412 or Section 430 of the Code or Sections 302, Section 303, or Section 4068 of ERISA.

" Excess Availability " shall mean the amount, as determined by Lender, calculated at any time, equal to: (a) the Loan Availability, minus (b) the sum of the amount of all then outstanding and unpaid obligations in connection with the Credit Facility.

" Excluded Taxes " means, with respect to the Lender or any other recipient of any payment to be made by or on account of any obligation of any Obligor hereunder: (i) income, capital or franchise taxes imposed on (or measured by) its net income by the jurisdiction under the laws of which the recipient is resident or which are imposed by reason of the recipient being or having been incorporated in the jurisdiction imposing such income, capital or franchise taxes or by reason of the recipient having a permanent establishment or being otherwise engaged in the conduct of its business in such jurisdiction other than solely by reason of entering into this Agreement an enforcing its rights and receiving payments hereunder; and (ii) any branch profits taxes or any similar tax imposed on the recipient by reason of the recipient carrying on business (other than solely by reason of entering into this Agreement and enforcing its rights and receiving payments hereunder) or having a permanent establishment in the jurisdiction in which any Obligor is resident; and (iii) any Taxes imposed pursuant to FATCA.

“ FATCA ” means Sections 1471 through 1474 of the IRC as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to

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comply with) and any current or future United States Treasury regulations or other official administrative interpretations thereof.

“ Federal Funds Effective Rate ” means, for any day, an annual interest rate equal to the weighted average of the rates on overnight United States federal funds transactions with members of the Federal Reserve System arranged by United States federal funds brokers, as published for that day (or, if that day is not a business day in New York, for the next preceding business day in New York) by the Federal Reserve Bank of New York, or for any business day on which that rate is not so published, the arithmetic average of the quotations for that day on those transactions received by the Lender from 3 United States federal funds brokers of recognized standing selected by it. Notwithstanding anything herein contained, in no circumstances shall the Federal Funds Effective Rate be less than zero.

“ Federal Reserve Board ” means the Board of Governors of the Federal Reserve System of the United States.

“ Fixed Charge Coverage Ratio ” means, for any period for the Borrowers determined on a consolidated basis, the ratio of EBITDA minus the sum of: (i) unfunded capital expenditures of the Borrowers, and (ii) cash income taxes of the Borrowers divided by Debt Service Requirements.

“ GAAP ” means Canadian generally accepted accounting principles applicable to publicly accountable enterprises under Part I of the CPA Canada Handbook of the Chartered Professional Accountants of Canada being currently the International Financial Reporting Standards, as amended from time to time, applicable as at the date on which the calculation is made or required to be made in accordance with GAAP.

“ Governmental Authority ” means the government of Canada, the United States or any other nation, or of any political subdivision thereof, whether provincial, state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including any supra-national bodies such as the European Union or the European Central Bank and including a Minister of the Crown, Superintendent of Financial Institutions or other comparable authority or agency.

“ Guarantee ” means, with respect to a Person, any absolute or contingent liability of that Person under any guarantee, agreement, endorsement (other than for collection or deposit in the ordinary course of business), discount with recourse or other obligation to pay, purchase, repurchase or otherwise be or become liable or obligated upon or in respect of any Indebtedness of any other Person.

“ Guarantor ” means any Person who has executed and delivered in favour of the Lender a guarantee of all or any portion of the Outstanding Obligations, whether limited or unlimited in amount or in recourse, including Inscape Inc.

“ Intangible Assets ” means the following assets now or hereafter owned or acquired by an Obligor:

all Intellectual Property;

all Non-Arm ’ s Length Advances; and

all goodwill.

“ Intellectual Property ” means all intellectual and industrial property, including all patents, industrial designs, copyrights, trademarks, trade names, trade secrets, know-how, business names, designs, logos, slogans, computer software, license agreements and other options and rights related to any of the foregoing and income therefrom, and, when the context permits, all registrations and applications

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that have been made or will be made or filed in any office in any jurisdiction in respect of the foregoing, and all reissues, extensions and renewals of any of the foregoing.

“ Interest Expense ” means, for any period, the aggregate amount accrued (whether or not payable or paid) during that period in accordance with GAAP on account of: (i) interest expense including amortization of debt discount and debt issuance costs, capitalized interest, standby fees, commissions, discounts and other fees and charges owed with respect to letters of credit and bankers ’ acceptances and (ii) the interest expense components of all capitalized lease obligations.

“ Interest Payment Date ” means, in respect of Prime Rate Loans and US Base Rate Loans, the last Business Day of each calendar month.

“ Investment ” means, with respect to any Person, any direct or indirect investment in or purchase or other acquisition of the securities of or any equity interest in any other Person, any loan or advance to, or arrangement for the purpose of providing funds or credit to (excluding extensions of trade credit in the ordinary course of business in accordance with customary commercial terms), or capital contribution to, any other Person, or any purchase or other acquisition of all or substantially all of the property of any other Person.

“ IRC ” means the Internal Revenue Code of 1986, and the rules and regulations issued thereunder.

“ Landed Cost ” means the aggregate of the supplier ’ s invoice cost of the inventory in question (net of all discounts, rebates and allowances and excluding all applicable taxes) plus inbound freight charges, clearing charges and customs duties.

" Lien " means, whether based on Applicable Law, common law, statute or contract, whether choate or inchoate, whether or not crystallized or fixed, whether or not for amounts due or accruing due, any mortgage, lien, Priority Payables, pledge, assignment, charge, security interest, title retention agreement, hypothec, reservation of ownership, levy, execution, seizure, attachment, garnishment, right of distress or other claim in respect of property of any nature or kind whatsoever howsoever arising (whether consensual, statutory or arising by operation of law or otherwise) and includes arrangements known as sale and lease-back, sale and buy-back and sale with option to buy-back or other agreement to sell give a security interest or otherwise create a real right in and any filing or registration of or agreement to register or give any financing statement under the PPSA, the UCC or equivalent statute of any jurisdiction.

“ Loan Availability ” is defined in Section 1.2.

“ Loan Documents ” means this Agreement, the Security and any other document, instrument, agreement or certificate in favour of the Lender executed in connection herewith, or contemplated under this Agreement and when used in relation to any Person, “ Loan Documents ” will mean and refer to those Loan Documents executed and delivered, or to be executed and delivered, by that Person.

“ Margin Stock ” has the meaning assigned to such term in Regulation U of the Federal Reserve Board as in effect from time to time.

“ Material Adverse Change ” means any change, event, violation, circumstance or effect which, when considered individually or when aggregated with other changes, events, violations, circumstances or effects, is or would reasonably be expected to have a Material Adverse Effect.

“ Material Adverse Effect ” means a material adverse effect on (i) the condition (financial or otherwise), property, assets, operations or business of the Obligors taken as a whole, (ii) the ability of the Borrowers to repay the Outstanding Obligations, (iii) the ability of an Obligor to perform its obligations under this

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Agreement or any other Loan Document to which it is a party, or (iv) the ability of the Lender to enforce its rights and remedies under any of the Loan Documents.

“ Material Contract ” means any right, interest, agreement, licence arrangement or understanding, described in Schedule H hereto which are those agreements material to the Business or representing revenue of $1,000,000 or more in any fiscal year and those agreements representing the loss or termination of which, or under which the acceleration of any payment obligation would cause a Material Adverse Change to an Obligor.

“ Maturity Date ” means the earlier of (i) April 29, 2022, and (ii) the completion of the sale of the Mortgaged Property.

“ Mortgaged Property ” means the premises known municipally as 67 and 70 Toll Road, Holland Landing, Ontario.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Income ” means, for any period, the consolidated net income (loss) of the Borrowers for that period, calculated in accordance with GAAP.

" Net Orderly Liquidation Value " shall mean with respect to any personal property at any time, the amount of the "orderly liquidation value" of such property determined pursuant to a current appraisal of such personal property by an appraiser satisfactory to the Lender net of (a) liquidation expenses as estimated by Lender in its sole discretion and (b) the amount of all Liens (except Liens granted by Lender) against such property ranking or capable of ranking senior to or pari passu with the Security in favour of the Lender.

“ Non-Arm ’ s Length Advances ” means any loans, advances or other funds advanced by a Borrower to any Person who does not deal at arm ’ s length with the respective Borrower.

“ Notice of Borrowing ” is defined in Section 4.8.

“ Obligors ” means, collectively, the Borrowers and the Guarantor and “ Obligor ” means any of them.

“ OFAC ” means the U.S. Department of the Treasury ’ s Office of Foreign Assets Control, and any successor thereto.

“ Officer ’ s Certificate ” means a certificate, in form satisfactory to the Lender, signed by a senior officer of the Borrowers.

“ Outstanding Borrowings ” means, at the time of determination, the aggregate of the outstanding principal amount of all Prime Rate Loans and US Base Rate Loans.

“ Outstanding Obligations ” means the aggregate of:

• (a) Outstanding Borrowings;

• (b) all unpaid interest and fees thereon as provided in this Agreement; and

• (c) all other indebtedness, liabilities and obligations (including, without limitation, under any indemnities) and all other fees, charges and expenses required to be paid by an Obligor to the Lender under this Agreement or pursuant to the Loan Documents or pursuant to any other written agreements relating to this Agreement now or hereafter entered into between an Obligor and the Lender.

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“ Parties ” means collectively, the Borrowers, the Guarantor and the Lender, and their respective successors and permitted assigns, and “ Party ” means any one of them.

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“ Permitted Asset Sale ” means a sale, transfer, lease, contribution or other conveyance by a Borrower or any Guarantor of any asset, real or personal, which satisfies any of the following conditions:

• (a) it is in the ordinary course of its business;

• (b) it is between an Obligor and another Obligor, where in each case, the transferee Obligor has granted security to the Lender;

• (c) it involves the sale of obsolete or outdated equipment;

• (d) it involves the sale of the Mortgaged Property provided that, concurrently with such sale, the Outstanding Obligations in respect of the Credit Facility, together with all accrued and unpaid interest and all other fees and charges payable in connection with the Outstanding Obligations, are payable by the Borrowers to the Lender; or

• (e) it has been consented to by the Lender in writing.

“ Permitted Encumbrances ” means:

• (a) inchoate or statutory liens or trust claims for taxes, assessments and other governmental charges or levies which are not delinquent or the validity of which are currently being contested in good faith by appropriate proceedings, provided that there shall have been set aside a reserve to the extent required by GAAP in an amount which is reasonably adequate with respect thereto;

• (b) the right reserved to, or vested in, any municipality or governmental or other public authority by the terms of any lease, license, franchise, grant, or permit acquired by a Borrower, or by any statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition of its continuance;

• (c) inchoate or statutory liens of contractors, subcontractors, mechanics, suppliers, materialmen and others in respect of construction, maintenance, repair or operation of assets or properties, or other like possessory liens and public utility liens provided the same are not registered as encumbrances against the title to any real or personal property of the respective Obligor;

• (d) security given by the respective Obligor to a public utility or other municipality or governmental or other public authority when required by that utility or municipality or other authority in connection with the operations of the respective Obligor in the ordinary course of business;

• (e) title defects which are of a minor nature and in the aggregate will not materially impair the value or the use of property for the purposes for which it is held;

• (f) the reservations, limitations, provisos and conditions, if any, expressed in any original grants from the Crown;

• (g) liens securing appeal bonds or similar liens arising in connection with court proceedings (including surety bonds, security for costs of litigation where required by law and letters of credit) or any other instrument serving a similar purpose;

• (h) the Security;

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• (i) Security Interests securing Purchase Money Obligations and capitalized lease obligations not exceeding $500,000 in the aggregate for the Borrowers on a consolidated basis, provided the Security Interest charges only the asset subject of the Purchase Money Obligations and capitalized lease obligations (and the proceeds thereof) and no other asset; and

• (j) Security Interests, other than those described in this Section, the existence of which have been disclosed in writing to the Lender and consented to by the Lender in writing.

provided, however, that the designation of an encumbrance as a “ Permitted Encumbrance ” is not, and will not be deemed to be, an acknowledgment by the Lender that the encumbrance will have priority over the claims of the Lender against an Obligor or their assets, property and undertaking.

“ Permitted Indebtedness ” means the following Debt of the Obligors:

• (a) the Outstanding Obligations;

• (b) all current accounts payable and other current liabilities arising in the ordinary course of business;

• (c) Purchase Money Obligations securing an aggregate amount for the Obligors not exceeding $500,000;

• (d) with written notice to the Lender, any unsecured Debt incurred in connection with a relief program provided by a Governmental Authority in connection with COVID-19 including, without limitation, pursuant to the Coronavirus Aid, Relief, and Economic Security Act, or the Small Business Act or from a business credit availability program (BCAP);

• (e) all Subordinated Debt incurred in compliance with the requirements of this Agreement; and

• (f) any other Debt referred to in Schedule I hereto.

provided, however, that the designation of Debt as “ Permitted Indebtedness ” is not, and will not be deemed to be, an acknowledgment by the Lender that the Debt will have priority as to payment or otherwise over the Borrowers ’ Debt owed to the Lender, or over the claims of the Lender against the Obligors or their assets.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ PPP Loan ” is defined in Schedule I.

“ PPSA ” means the Personal Property Security Act (Ontario) or its equivalent of the governing law jurisdiction, as amended from time to time.

“ Prime Rate ” means for any day the interest rate per annum which is equal at all times to the greater of:

• (a) the rate of interest per annum most recently announced from time to time by Bank of Montreal on such day as its reference rate then in effect for determining the rate of interest on Canadian dollar loans that Bank of Montreal will charge to its customers in Canada and designated as its “ prime rate ” ;

• (b) the CDOR Rate plus 1.0% per annum; and

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(c) 2% per annum.

“ Prime Rate Loans ” means loans in Canadian dollars made by the Lender to a Borrower on which the interest rate is calculated with reference to the Prime Rate.

“ Priority Payables ” means the aggregate of any amounts accrued or payable by an Obligor which under any law may rank prior to or pari passu with any of the Security or otherwise in priority to any claim by the Lender for payment or repayment of any amounts owing under this Agreement, including: i) wages, salaries, commissions or other remuneration; (ii) vacation pay; (iii) pension plan contributions; (iv) amounts required to be withheld from payments to employees or other persons for federal and provincial income taxes, employee Canadian Pension Plan contributions and employee Employment Insurance premiums, additional amounts payable on account of employer Canada Pension Plan contributions and employer Employment Insurance premiums; (v) federal goods and services tax; (vi) provincial sales or other consumption taxes; (vii) Workers ’ Compensation Board and Workplace Safety and Insurance Board premiums or similar premiums; (viii) real property taxes; (ix) rent and other amounts payable in respect of the use of real property; (x) amounts payable for repair, storage, transportation or construction or other services which may give rise to a possessory or registerable lien; (xi) claims which suppliers could assert pursuant to Section 81.1 or Section 81.2 of the Bankruptcy and Insolvency Act (Canada); and (xii) WEPPA Claims.

“ Purchase Money Obligation ” means any Debt (including without limitation a capitalized lease obligation) incurred or assumed to finance all or any part of the acquisition price of any asset acquired by any Obligor or to finance all or any part of the cost of any improvement to any asset of any Obligor, provided that that Debt is incurred or assumed prior to, or within 30 days after, the acquisition of that asset or the completion of that improvement and does not exceed the lesser of the acquisition price payable by that Obligor for that asset or improvement, and the fair market value of that asset or improvement; and includes any extension, renewal or refunding of any such obligation so long as the principal amount of that Debt outstanding on the date of that extension, renewal or refunding is not increased.

“ Related Person ” is defined in Section 6.1.4.

“ Sanctioned Country ” means any country, territory or region which is itself the subject or target of any comprehensive Sanctions (which may include the Crimean region of Ukraine, Cuba, Iran, North Korea, Darfur, South Sudan and Syria).

“ Sanctioned Person ” means (a) any Person or group listed in any Sanctions related list of designated Persons maintained by the OFAC, including the List of Specially Designated Nationals and Blocked Persons, or the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state, (b) any Person subject to any law that would prohibit all or substantially all financial or other transactions with that Person or would require that assets of that Person that come into the possession of a third-party be blocked, (c) any legal entity organized or domiciled in a Sanctioned Country, (d) any agency, political subdivision or instrumentality of the government of a Sanctioned Country, (e) any natural person ordinarily resident in a Sanctioned Country, or (f) any Person 50% or more owned, directly or indirectly, individually or in the aggregate by any of the above.

“ Sanctions ” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union or any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“ Security ” means, collectively, the agreements referred to in Section 2 and any other security granted to the Lender, as security for the obligations of the Borrowers under this Agreement and the other Loan

ACTIVE_CA\ 45139932\1

Documents, as the same have been or may at any time and from time to time hereafter be amended, restated, supplemented, otherwise modified or replaced.

“ Security Interest ” means a mortgage, charge, floating charge, pledge, hypothec, assignment, lien, interest claim, encumbrance, conditional sale agreement or other title retention agreement or other security interest or arrangement of any kind intended to create a security interest in substance, regardless of whether the Person creating the interest retains an equity of redemption, and any agreement to provide or enter into at any time or on the happening of any event such a security interest or arrangement.

“ Shareholders ’ Equity ” means the amount which would, in accordance with GAAP, then be included as shareholders ’ equity on a consolidated balance sheet of the Borrowers.

“ Standard Cost ” means the respective Borrower ’ s standard manufacturing costs for each product as approved by the Lender in its sole discretion for margining purposes. Notwithstanding the foregoing, Standard Cost shall not exceed the agreed upon invoice price (plus buyer approved changes) for the product in question.

“ Statutory Liens ” means any Liens in respect of any Collateral arising by operation of Applicable Laws, including, without limitation, for carriers, warehousemen, repairers, taxes, assessments, statutory obligations and government charges and levies for amounts not yet due and payable or which may be past due but which are being contested in good faith by appropriate proceedings (and as to which there are no other enforcement proceedings or they shall have been effectively stayed).

“ Subordinated Debt ” means Debt of an Obligor: (i) the primary terms of which including, without limitation, its interest rate, payment schedule and maturity date, and the proposed use of funds, are all satisfactory to the Lender, (ii) which has been validly and absolutely postponed and subordinated in right of payment and collection to the permanent repayment in full of the Outstanding Obligations pursuant to an agreement satisfactory to the Lender, and (iii) which is unsecured or with respect to which all security, if any, held for that Debt has been fully subordinated to the Security pursuant to an agreement satisfactory to the Lender.

“ Subsidiary ” of any Person means any other Person of which shares or other equity units having ordinary voting power to elect a majority of the directors or other individuals performing comparable functions, or which are entitled to or represent more than 50% of the owners ’ equity or capital or entitlement to profits, are owned beneficially or controlled, directly or indirectly, by any one or more of that first Person and the Subsidiaries of that first Person, and includes any other Person in like relationship to a Subsidiary of that first Person.

“ Tangible Net Worth ” means Shareholders ’ Equity less all amounts that would be included on a consolidated balance sheet of the Borrowers as Intangible Assets.

" Taxes " means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ US Base Rate Loan ” means a loan in US Dollars by the Lender in Canada to a Borrower in Canada on which interest is calculated with reference to the US Base Rate.

“ US Base Rate ” means the fluctuating interest rate per annum which is equal at all times to the greater of:

ACTIVE_CA\ 45139932\1

• (a) the rate of interest announced from time to time by Bank of Montreal as its reference rate then in effect for determining rates of interest on US Dollar loans to its customers in Canada and designated as its U.S. base rate; and

• (b) the Federal Funds Effective Rate plus 2.0% per annum.

“ USA PATRIOT Act ” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“ US Pension Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 or Section 430 of the Code or Section 302 or Section 303 of ERISA, and in respect of which any Obligor or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “ employer ” as defined in Section 3(5) of ERISA.

“ WEPPA Claims ” means any claims made against a Borrower pursuant to the Wage Earner Protection Program Act , S.C. 2005, c. 47, s.1, as the same may be amended, restated or replaced from time to time.

“ Withdrawal Liability ” means a liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA

.

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Execution Version

SCHEDULE B

LENDER ACCOUNTS

FRONTWELL PARTNERS WIRING INSTRUTIONS

DOMESTIC WIRES

CANADIAN DOLLARS

Bank: Bank of Montreal; Main Branch Toronto, First Canadian Place, Toronto, Ontario M5X 1A3 CC Code: 0001 00022 Beneficiary Name: FrontWell Capital Partners Inc. Account Number: 0002-1701-834 US DOLLARS Bank: Bank of Montreal, Main Branch Toronto, First Canadian Place Toronto, Ontario M5X 1A3 CC Code: 0001 00022 Beneficiary Name: FrontWell Capital Partners Inc. Account Number: 0002-4571-368

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Execution Version

SCHEDULE C NOTICE OF BORROWING

FrontWell Capital Partners - Funding Request

RE: Loan Agreement dated April, 29, 2021 between FrontWell Capital Partners ("FrontWell"), as lender and Inscape Corporation and Inscape (New York) Inc., as borrowers (as amended from time to time, the "Loan Agreement")

Company Name: INSCAPE Corporation ("Borrower") Date of request: Date of availability calculation: Availability Calculated: $0 Drawdown Requested: $0

==> picture [61 x 43] intentionally omitted <==

The undersigned, being senior officers of the Borrowers and having personal knowledge with respect to the following matters, hereby declare and certify that:

• a) all capitalized terms set forth herein and not otherwise defined herein have the respective meanings specified in the Loan Agreement,

• b) the representations and warranties contained in the Loan Documents are and will continue to be true and correct in every material respect (or, to the extent such representations and warranties are already qualified by “Material Adverse Effect”, “Material Adverse Change”, or other materiality qualifier, in every respect) as if made by the Borrowers,

• c) no Default or Event of Default has occurred and is continuing under any of the Loan Documents, no demand has been made by the Lender for repayment of the Outstanding Obligations under any Credit Facility and no Material Adverse Change shall have occurred,

• d) the Lender will not have received notice from any third party the effect of which in law would be to make the Lender liable to any third party for any portion of the amount to be advanced, if that amount was advanced, including, without limitation, third party demands made by Canada Revenue Agency or the United States Internal Revenue Service and any notice of seizure of bank accounts from any Governmental Authority,

• e) the most recently submitted Borrowing Base Certificate was true and correct when submitted and continues (including without limitation in respect of each category of assets contemplated therein) to be true and correct in all material respects as of the date hereof,

• f) no part of this advance will be used to directly or indirectly pay any distributions prohibited under the Loan Agreement nor pay any person, firm or corporation who has subordinated payment in favour of FrontWell, and

• g) no part of this advance will be used to directly or indirectly pay any non arms length/related party payments other than those specifically disclosed to FrontWell.

DATED this __ day of ___, 20_____.

INSCAPE CORPORATION

Name and Position

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INSCAPE (NEW YORK) INC.

Name and Position

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Execution Version

SCHEDULE D SAMPLE STANDBY FEE CALCULATIONS FOR GREATER CERTAINTY

1. Zero drawings

2. $15,000,000 X 5.99% = $898,500 per annum or a standby fee of $74,875 per month.

3. $1,000,000 drawings:

4. $74,875 per month less, for example, $9,333.33 of interest (calculated at an interest rate of, for example, 11.20% per annum) equal to a standby fee of $65,541.67 and interest of $9,333.33 in that month.

6. $7,000,000 drawings:

   • $74,875 per month less for example $65,333.33 of interest (calculated at an interest rate of, for example, 11.20% per annum) equal to a standby fee of $9,541.67 and interest of $65,333.33 in that month.

   • $74,875 per month less for example $75,833.33 of interest (calculated at an interest rate of, for example, 13.00% per annum) equal to a standby fee of $0 (standby fee can't be less than zero) and interest of $75,833.33 in that month.

8. $9,000,000 drawings:

9. $84,000 of interest at, for example, a rate of 11.20% per annum plus a standby fee of $2,500 (0.50% on $6,000,000 undrawn).

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Execution Version

SCHEDULE E BORROWING BASE CERTIFICATE

==> picture [280 x 56] intentionally omitted <==

Client Name: INSCAPE CORPORATION Report Date: Advance # : ISC001 Month End FX Rate Accounts Receivable Uninsured / Non-Investment Grade DIV 1 CAD (Furniture) Inscape Corp. DIV 1 USD (Furniture) Inscape Corp. DIV 2 CAD (Walls) Inscape NY DIV 2 USD (Walls) Inscape NY Total CAD$ Gross Accounts Receivable - - - - - Less: Ineligibles Intercompany - - - - - Progress Billings - - - - - Past Due > 90 Days - - - - - Credits > 90 Days - - - - - 50% Cross Age - - - - - Contra - - - - - Government - - - - - Warranties - - - - - Dealer Rebate Accrual Platinum - - - - -	Client Name: INSCAPE CORPORATION Report Date: Advance # : ISC001 Month End FX Rate Accounts Receivable Uninsured / Non-Investment Grade DIV 1 CAD (Furniture) Inscape Corp. DIV 1 USD (Furniture) Inscape Corp. DIV 2 CAD (Walls) Inscape NY DIV 2 USD (Walls) Inscape NY Total CAD$ Gross Accounts Receivable - - - - - Less: Ineligibles Intercompany - - - - - Progress Billings - - - - - Past Due > 90 Days - - - - - Credits > 90 Days - - - - - 50% Cross Age - - - - - Contra - - - - - Government - - - - - Warranties - - - - - Dealer Rebate Accrual Platinum - - - - -	Client Name: INSCAPE CORPORATION Report Date: Advance # : ISC001 Month End FX Rate Accounts Receivable Uninsured / Non-Investment Grade DIV 1 CAD (Furniture) Inscape Corp. DIV 1 USD (Furniture) Inscape Corp. DIV 2 CAD (Walls) Inscape NY DIV 2 USD (Walls) Inscape NY Total CAD$ Gross Accounts Receivable - - - - - Less: Ineligibles Intercompany - - - - - Progress Billings - - - - - Past Due > 90 Days - - - - - Credits > 90 Days - - - - - 50% Cross Age - - - - - Contra - - - - - Government - - - - - Warranties - - - - - Dealer Rebate Accrual Platinum - - - - -	Client Name: INSCAPE CORPORATION Report Date: Advance # : ISC001 Month End FX Rate Accounts Receivable Uninsured / Non-Investment Grade DIV 1 CAD (Furniture) Inscape Corp. DIV 1 USD (Furniture) Inscape Corp. DIV 2 CAD (Walls) Inscape NY DIV 2 USD (Walls) Inscape NY Total CAD$ Gross Accounts Receivable - - - - - Less: Ineligibles Intercompany - - - - - Progress Billings - - - - - Past Due > 90 Days - - - - - Credits > 90 Days - - - - - 50% Cross Age - - - - - Contra - - - - - Government - - - - - Warranties - - - - - Dealer Rebate Accrual Platinum - - - - -	Client Name: INSCAPE CORPORATION Report Date: Advance # : ISC001 Month End FX Rate Accounts Receivable Uninsured / Non-Investment Grade DIV 1 CAD (Furniture) Inscape Corp. DIV 1 USD (Furniture) Inscape Corp. DIV 2 CAD (Walls) Inscape NY DIV 2 USD (Walls) Inscape NY Total CAD$ Gross Accounts Receivable - - - - - Less: Ineligibles Intercompany - - - - - Progress Billings - - - - - Past Due > 90 Days - - - - - Credits > 90 Days - - - - - 50% Cross Age - - - - - Contra - - - - - Government - - - - - Warranties - - - - - Dealer Rebate Accrual Platinum - - - - -	Client Name: INSCAPE CORPORATION Report Date: Advance # : ISC001 Month End FX Rate Accounts Receivable Uninsured / Non-Investment Grade DIV 1 CAD (Furniture) Inscape Corp. DIV 1 USD (Furniture) Inscape Corp. DIV 2 CAD (Walls) Inscape NY DIV 2 USD (Walls) Inscape NY Total CAD$ Gross Accounts Receivable - - - - - Less: Ineligibles Intercompany - - - - - Progress Billings - - - - - Past Due > 90 Days - - - - - Credits > 90 Days - - - - - 50% Cross Age - - - - - Contra - - - - - Government - - - - - Warranties - - - - - Dealer Rebate Accrual Platinum - - - - -
Client Name: INSCAPE CORPORATION Report Date: Advance # : ISC001 Month End FX Rate
Accounts Receivable
Uninsured / Non-Investment Grade	DIV 1 CAD (Furniture) Inscape Corp.	DIV 1 USD (Furniture) Inscape **Corp. **	DIV 2 CAD (Walls) Inscape NY	DIV 2 USD (Walls) Inscape NY	Total CAD$
Gross Accounts Receivable Less: Ineligibles Intercompany Progress Billings Past Due > 90 Days Credits > 90 Days 50% Cross Age Contra Government Warranties Dealer Rebate Accrual Platinum	- - - -				- - - - - - - - - -
	- - - -
	- - - -
	- - - -
	- - - -
	- - - -
	- - - -
	- - - -
	- - - -
	- - - -

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Dealer Rebate Accrual Non-Platinum COD (ACCOMM accounts) Concentration limit (25% except Prevolve = 35%) Dilution (5%) Other	- - - -	- - - -	- - - -	- - - -	- - - - -
	- - - -
	- - - -
	- - - -
	- - - -
Total A/R Ineligibles	- - - -				-
Gross Eligible AR - Uninsured/Non-investment Grade Gross Eligible AR CAD$- Uninsured/Non- investment Grade Advance Rate	- - - - - - - - 0% 0% 0% 0%				-
Net Eligible AR - CAD$- Uninsured/Non- investment Grade	- - - -				-
Insured / Investment Grade	DIV 1 CAD (Furniture) Inscape Corp.	DIV 1 USD (Furniture) Inscape **Corp. **	DIV 2 CAD (Walls) Inscape NY	DIV 2 USD (Walls) Inscape NY	Total CAD$
Gross Accounts Receivable Less: Ineligibles Intercompany Progress Billings Past Due > 90 Days Credits > 90 Days 50% Cross Age Contra Government Warranties Dealer Rebate Accrual Platinum Dealer Rebate Accrual Non-Platinum	- - - -				- - - - - - - - - - -
	- - - -
	- - - -
	- - - -
	- - - -
	- - - -
	- - - -
	- - - -
	- - - -
	- - - -
	- - - -

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Concentration limit (25% except Prevolve = 35%)
	-	-		-	-	-
COD (ACCOMM accounts)
	-	-		-	-	-
Dilution ( 2.5%)
	-	-		-	-	-
Other	-	-		-	-	-
Total A/R Ineligibles	-	-	-		-	-
Gross Eligible AR - Insured/Investment Grade	-	-	-		-
Gross Eligible AR CAD$- Insured/Investment
Grade	-	-	-		-		-
Advance Rate	0%	0%		0%	0%
Net Eligible AR CAD$- Insured/Investment
Grade	-	-	-		-		-
TOTAL NET ELIGIBLE ACCOUNTS
RECEIVABLE CAD$	-	-	-		-	-
Inventory	Finished	Goods		Raw Material			WIP				Total CAD$
	DIV 1 CAD (Furniture) Inscape Corp.	DIV 2 USD (Walls) Inscape NY		DIV 1 CAD (Furniture) Inscape Corp.	DIV 2 USD (Walls) Inscape NY		DIV 1 CAD (Furniture) Inscape Corp.		DIV 2 USD (Walls) Inscape NY
Gross Inventory	-	-		-	-		-			-	-
Less: Ineligibles
Offsite (within North America)	-	-		-	-		-			-	-
Packaging	-	-		-	-		-	-			-
Inventory Count Variance (field exam)	-	-		-	-	-		-			-
Slow moving/obsolescence	-	-	-		-	-		-			-
Paint	-	-	-		-	-		-			-
Total Inventory Ineligibles	-	-	-		-	-		-			-
Gross Eligible Inventory	-	-	-		-	-		-

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Gross Eligible Inventory in $CAD Advance Rate - Lessor of 85% of NOLV or 70% of cost(GB Jan 2021)	- - - - - 0.0% 0.0% 0.0% 0.0% 0.0%	- 0.0%	-
Net Eligible Inventory	- - - - -	-	-
		14,535,00 0 14,535,00 0 Total CAD$ - - - - - - - - - -
Real Estate
50% of appraised Fair Market Value of 67 & 70 Toll Road, Holland Landing, ON (FMV = $29,070,000 @ Sep 28, 2020) Appraised by CBRE Limited		14,535,00 0
Total Eligible Collateral (AR + Inventory + Real Estate)		14,535,00 0
Less: Priority Payables	As Of Basis CAD USD	Total CAD$
WEPPA ( # of CAD employees * $2000 FT; $1000 PT; $3000 commissioned ) DAS (USA) - 2 weeks Accrued vacation pay (USA) Sales Taxes Accrual (QST/GST etc.) Pension Funding Shortfall (April 30, 2020) and Pension Fund GL Union Dues Rent (3 months reserve until a landlord waiver is received) Other	0-Jan-00 Client - - 0-Jan-00 Client - - 0-Jan-00 Client - - 0-Jan-00 Client - - 0-Jan-00 Client - - 0-Jan-00 Client - - 0-Jan-00 Client - - 0-Jan-00 - -	- - - - - - - -
Total Priority Payables		-
Less: Reserves Total Reserves
Total Reserves		-

ACTIVE_CA\ 45139932\1

Total Collateral FacilityA Availabilitybefore Loans					14,535,00 0
Total Net Availability considering Loan Limit ($15MM)					14,535,00 0
Less: Loan Balances Facility A $CAD - Month end balance Facility A $USD - Month end balance Net Availability		-
					-
					-
					14,535,00 0
Loan Balances Summary		Loan Limit	Interest Rate
Facility A - Revolver - A/R, Inventory, Real Estate Total Loan Balances		15,000,000 P + 8.75% 15,000,000			-
					-
The undersigned is an authorized signing officer of INSCAPE CORPORATION and represents and warrants to FrontWell Capital Partners that all of the information contained in this report is true and correct. Name Signature Title Date

ACTIVE_CA\ 45139932\1

SCHEDULE F

COMPLIANCE CERTIFICATE

TO: FrontWell Capital Partners (the "Lender") RE: Compliance certificate in respect of the fiscal month ended ___ (the "Fiscal Month")

This certificate is given for INSCAPE Corporation ("the “Borrower”) in connection with the transactions contemplated under the Loan Agreement dated April 29, 2021 between the Borrower, Inscape (New York) Inc. and the Lender, as the same may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time, (the "Loan Agreement"). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Loan Agreement.

The undersigned hereby certify on behalf of the Borrower that the information provided below is true and correct.

1. The Borrower has duly and properly caused to be completed the calculations in Schedule "A" attached hereto, for the purpose of confirming compliance with the financial covenants contained in Section 8 of the Loan Agreement (collectively, the " Financial Covenants ").

2. The calculations have been completed in accordance with GAAP based upon the most recent consolidated financial statements of the Borrower in accordance with the requirements of the Loan Agreement.

3. The Borrower's EBITDA at the end of the Fiscal Month is $______, calculated in accordance with the Loan Agreement, such calculation summarized in the attached Schedule "A".

4. The minimum EBITDA as at the end of the Fiscal Month, required under Section 8 of the Loan Agreement is $______.

5. I have read the provisions of the Loan Agreement which are relevant to this Compliance Certificate and have made investigations or examinations as are reasonably necessary to enable me to express an informed opinion on the matters contained in this Compliance Certificate.

6. At the end of the Fiscal Month, no Default or Event of Default had occurred and was continuing under the Loan Agreement, no demand had been made by the Lender for repayment of the Outstanding Obligations under any Credit Facility and no Material Adverse Change had occurred [or if such an event had occurred and was continuing, a summary of the steps being taken by the Borrower to remedy same are attached as a schedule to this Compliance Certificate].

7. At the end of the Fiscal Month, the representations and warranties contained in the Loan Documents are and will continue to be true and correct in every material respect (or, to the extent such representations and warranties are already qualified by “Material Adverse Effect”, “Material Adverse Change”, or other materiality qualifier, in every respect) as if made by the Borrower.

8. 70 -

9. The information and disclosure provided in all of the schedules to the Loan Agreement and the other Loan Documents, as previously updated, are true and complete in all material respects [except as set forth in a schedule to this Compliance Certificate] .

DATED this __ day of ___, 20_____.

INSCAPE Corporation

Name and Position

Schedule “A”

EBITDA as of ________

SCHEDULE G LOCATIONS

Obligor	Location
Inscape Corporation	67 Toll Road., Holland Landing, ON L9N 1H2
Inscape Inc.	15 Tiffany Ave., Falconer, NY 14733
Inscape (New York) Inc.	15 Tiffany Ave., Falconer, NY 14733

SCHEDULE H MATERIAL CONTRACTS

NIL

SCHEDULE I PERMITTED INDEBTEDNESS

SBA (Small Business Administration) loan owing by Inscape (New York) Inc. to Keybank NA in the principal amount of US $1,390,284 (the “PPP Loan”).