Jiva Technologies Inc. — Capital/Financing Update 2021

Mar 11, 2021

ACKNOWLEDGEMENT AND CONSENT

TO : The Bank of Nova Scotia (the “ Lender ”)

AND TO: SIR Corp. (the “ Borrower ”)

RE: Credit Agreement dated July 6, 2015 between, the Borrower, the guarantors listed therein and the Lender, as amended pursuant to the first amending agreement dated December 8, 2017, as further amended pursuant to the second amending agreement dated July 6, 2018 and as further amended by the waiver, consent and amendment agreement dated June 1, 2020 (the “ Waiver ”) (such credit agreement, as amended, and as may be further amended, restated, amended and restated, replaced, supplemented or otherwise modified from time to time, the “ Credit Agreement ”)

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WHEREAS , pursuant to the Credit Agreement, the Lender has established certain credit facilities in favour of the Borrower;

AND WHEREAS , the Lender, SIR Royalty Limited Partnership (the “ Partnership ”), SIR Royalty Income Fund (the “ Income Fund ”), the Borrower and certain subsidiaries of the Borrower entered into an intercreditor agreement dated as of July 6, 2015;

AND WHEREAS , the Borrower advised the Lender that, based on current market conditions arising directly from the current COVID-19 pandemic, the Borrower anticipates, absent a waiver of the Lender, (i) being in breach of certain of the covenants under the Credit Agreement and (ii) the occurrence of certain Defaults and Event of Defaults under the Credit Agreement;

AND WHEREAS , pursuant to Section 2.1(k) of the Waiver, the Borrower is required to deliver to the Lender an acknowledgement and consent of each of the undersigned to the terms of the Waiver;

NOW THEREFORE in consideration of the foregoing and the mutual agreements contained herein (the receipt and adequacy of which are acknowledged), each of the undersigned hereby acknowledges receipt of the Waiver and consents to the terms of the Waiver.

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SIR Corp. Consent

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This Acknowledgement and Consent may be signed in any number of counterparts (including counterparts by facsimile or other electronic transmission) and all counterparts together constitute one and the same consent, effective on this date. This Acknowledgement and Consent shall be governed by and construed in accordance with the laws of the Province of Ontario.

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SIR Corp. Consent

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Dated this 15TH day of June, 2020.

SIR ROYALTY INCOME FUND

By: (Signed) “John McLaughlin”

By:

SIR ROYALTY LIMITED PARTNERSHIP , by SIR GP INC. , its Managing General Partner

By: (Signed) “Jeff Good”

By:

SIR HOLDINGS TRUST

By: (Signed) “John McLaughlin” Trustee

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SIR Corp. Consent