26 March, 2019

Kits Eyecare Ltd. 1020 - 510 Seymour St Vancouver, BC, V6B 3J5

Attention of: Mr. Roger Hardy and Mrs. Sabrina Liak

Re: Letter of Offer of financing no. 155416 - 01 granted to Kits Eyecare Ltd.

Dear Mr. Hardy and Mrs. Liak,

On the basis of the preliminary information obtained from the Borrower and subject to the acceptance of the present letter of offer of financing, as amended from time to time (the "Letter of Offer"), BDC Capital Inc. ("BDC Capital"), a wholly owned subsidiary of Business Development Bank of Canada (the "Bank") is prepared to grant the following financing (the "Financing"). This Letter of Offer revises, amends and restates the letter of offer issued March 20, 2019.

FINANCING PURPOSE
Purchase of Lensdiscounters - 100% of company value	\$66,666,666
	\$66,666,666
FUNDING
40% LD share rollover from vendors	\$26,266,666
BDC Capital #155416-01	\$23,400,000
Buyer's Equity for class 'B' preferred shares	\$7,000,000
Vendors Class 'A' preferred shares	\$10,000,000
	\$66,666,666

No change to the Financing purpose or funding may be made without BDC Capital's prior written consent. The proceeds of the Financing may only be used for this Financing purpose.

The Letter of Offer is open for acceptance until 29 March, 2019 (the "Acceptance Date"). Unless the Letter of Offer executed by the Financing Parties is received by BDC Capital no later than the Acceptance Date, the Letter of Offer shall automatically become null and void.

BORROWER:	Kits Eyecare Ltd. (the "Borrower")
GUARANTORS:	LD Vision Group Inc. (the "Corporate Guarantor")
	$\frac{1}{2}$ (the Corporate Guarantor is also sometimes referred to herein as the "Guarantor").
FINANCING AMOUNT:	\$23,400,000, in Canadian currency.
INTEREST RATE:	shall bear interest at the following rate:	The Financing and all other amounts owed by the Financing Parties pursuant to the Financing Documents for which an applicable rate is not otherwise provided for herein
	Floating Rate Floating Base Rate is 6.05% per year.	BDC Capital's Floating Base Rate minus a 1% per year discount (the "Base Rate Rebate"), plus a variance (the "Variance") of 2.95% per year. On the date hereof, BDC Capital's
INTEREST Interest shall be calculated daily on the outstanding principal, commencing on the date of CALCULATION: the first disbursement, both before and after maturity, default and judgment.
	Arrears of interest or interest on outstanding principal arrears shall bear interest at the higher of: i) the rate applicable to the Financing, or ii) BDC Capital's Base Rate at the relevant time plus 5%. Interest on any other amounts owing by the Financing Parties pursuant to the Financing Documents shall bear interest at the higher of: i) the rate applicable to the Financing, or ii) BDC Capital's Base Rate at the relevant time plus 5%, with the exception of the management fees of the Financing and cancellation fees that will not bear interest. In all cases, interest on arrears shall be calculated daily and compounded monthly.
MATURITY DATE:	15 March, 2026 or the date on which the last principal payment hereunder is scheduled to be made, which ever date comes last, as amended from time to time (the "Maturity Date").
REPAYMENT:	Installments and Balloon Payment Principal of the Financing shall be payable by way of consecutive monthly installments commencing on 15 March, 2020 and continuing up to and including the Maturity Date and by way of one balloon payment of \$5,400,000, payable on the Maturity Date. The amounts of the principal installments are as follows:
	Installments Nos. 72 $\mathbf 1$	Amount of Installment \$250,000 \$5,400,000	Start Date 15/03/2020 15/03/2026
	Accrued interest is payable monthly on the 15 ^th day of the month (the "Payment Date") commencing on the next occurring Payment Date following the first advance on the Financing.

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On the Maturity Date, all other amounts owing pursuant to the Financing Documents will become due and payable.

Excess Cash Flow Sweep (ECFS)

In addition to the scheduled payment as listed hereinabove, principal of the Financing shall be reimbursed by way of annual payments representing 50% of the Excess Available Funds realized by the Borrower to a maximum amount of \$850,000.00 for each annual payment (the "Annual ECFS Limit"), payable on April 30th of each year, commencing April 30th, 2020 (the "ECFS Date"). For clarity, no Prepayment Fee shall be payable in respect of any annual ECFS payment that is made.

If such a payment causes the Borrower to fail to comply with debt covenants and financial requirements required by the Borrower's operating or term lender, it shall be paid only up to an amount that does not put the Borrower in default with debt covenants and financial requirements required by the Borrower's operating or term lender.

Accrued Interest is payable monthly on the 15th day of the month (the "Payment Date") commencing on the next occurring Payment Date following the first advance on the Financing.

On the Maturity Date, the principal and interest balance of the Financing and all other amounts owing pursuant to the Financing Documents shall be due and payable.

PREPAYMENT:

The Borrower may prepay at any time all or part of the outstanding principal provided that the Borrower pays to BDC Capital:

$(i)$ the full or partial amount of the Financing, as applicable,
$(ii)$ all interest and any other fees then due, as applicable, and
$(iii)$ the Prepayment Fee as follows (pro rated as applicable for partial prepayment amounts):
3% of the outstanding Financing within the first 12 months succeeding disbursement;
2% of the outstanding Financing within $13 24$ months succeeding disbursement;
1% of the outstanding Financing within $25 36$ months succeeding disbursement;
No penalty after the 36th month succeeding disbursement is completed.

Partial prepayments shall be applied regressively on the then last maturing installments of principal.

The occurrence of any event of default listed in Schedule A - SECTION VI resulting in BDC Capital demanding payment of the Financing prior to the Maturity Date will be deemed to be a prepayment, and the Borrower will pay to BDC Capital:

$(iv)$ the outstanding balance of the Financing,
$(v)$ all interest and any other fees then due, as applicable, and
$(vi)$ the Prepayment Fee as follows:
3% of the outstanding Financing within the first 12 months succeeding

disbursement;

2% of the outstanding Financing within $13 24$ months succeeding disbursement:
1% of the outstanding Financing within $25 36$ months succeeding disbursement;
No penalty after the 36^th month succeeding disbursement is completed.

SECURITY:

As collateral security for the fulfilment of all present and future obligations of the Borrower and the Corporate Guarantor, each Financing Party, as applicable, shall provide BDC Capital with the following security or guarantees (collectively the "Security"), namely:

a) a General Security Agreement, granting a general and continuing security interest in all of the Borrower's and Corporate Guarantor's present and after acquired personal property and, without limiting the foregoing, on all present and future assets of the Borrower and Corporate Guarantor related to intellectual property of the Borrower and Corporate Guarantor including, without limitation, patents, trademarks, domain names, source codes, licences and any other forms of intellectual property including those already known (the "Intellectual Property"). This security interest shall rank in first position with respect to all assets including but not limited to the Intellectual Property but subordinated in rank to any other security granted on specific assets in connection with the financing of equipment needed by the Borrower as consented to by BDC Capital;
b) A duly executed guarantee for 100% of the amount due pursuant to the Financing Documents on the date BDC Capital demands payment under this guarantee from the Corporate Guarantor, in a form substantially similar to the draft guarantee annexed hereto as Schedule B;
c) A duly executed postponement and subordination agreement in favour of BDC Capital by the holders of any preferred shares or redeemable shares of the Borrower or the Corporate Guarantor. There will be no redemption, dividends or interest paid on any shares without the prior written consent of BDC Capital;
d) Assignment to BDC Capital of a Life insurance policy owned by the Borrower on the life of Roger Hardy in the coverage amount of \$10,000,000.00 with BDC Capital also named as beneficiary thereof. Such assignment may be delivered to BDC Capital no later than 60 days following the disbursement of the Financing;
e) Any other security or such other documents as BDC Capital may reasonably request, including in order to register and/or to perfect the Security to be granted to BDC Capital as provided hereunder.

All security documents shall be in form and substance satisfactory to BDC Capital and prepared by BDC Capital's legal counsel.

CONDITIONS PRECEDENT TO DISBURSEMENT:

Any obligation to make any advance under the Letter of Offer is subject to the following conditions being fulfilled to the entire satisfaction of BDC Capital:

Receipt by BDC Capital of:

The Security in form and substance satisfactory to BDC Capital, registered as required to perfect and maintain the validity and rank of the Security, and such certificates, authorizations, resolutions and legal opinions as BDC Capital may reasonably require, including legal opinions on the existence and corporate capacity of the Financing Parties as well as on the validity and enforceability of the Security;
Written evidence, including evidence of payment, attesting that the Financing Parties have obtained all the other sources of financing, as applicable, on terms acceptable to BDC Capital, acting reasonably;
Financial and other information relating to each Financing Party and their businesses as BDC Capital may reasonably require, including, without limiting the foregoing, for any disbursement occurring more than sixty (60) days after year end, the Borrower and the Corporate Guarantor will provide BDC Capital with audited annual financial statements and the certificate of conformity relating to the operating line of credit of the Borrower provided to the banker or the short-term lender.

Completion to the satisfaction of BDC Capital of the following events:

-Legal due diligence of the Financing Parties.

Furthermore, without limiting the foregoing:

1) Review of final executed purchase and sale agreement that is satisfactory to BDC Capital and its external legal counsel and shows no material change from the March 4^th, 2019 agreement.
2) The Borrower and Corporate Guarantor must provide audited financial statements for the Corporate Guarantor as of December 31st, 2018 which show, in BDC Capital's sole opinion, no Material Adverse Change in the financial position since the internal year-end financial statements dated December 31st, 2018. These financial statements must report: a) Revenue exceeding \$46,000,000.00;
b) Net profit exceeding \$4,500,000.00; and
c) EBITDA exceeding \$6,500,000.00;
3) No Material Adverse Change in the financial situation of the Financing Parties or in the risk evaluation shall have occurred as at the date of any disbursement of the Financing and the Borrower and the Corporate Guarantor shall provide updated in-house financial statements never older than 60 days which show no Material Adverse Change in the financial situation of the Borrower or the Corporate Guarantor since the December 31st, 2018 Audited financial statements. These financial statements must also report:

a) Year-to-date average monthly revenue exceeding \$3,500,000 b) Year-to-date average monthly EBITDA exceeding \$500,000

4) Receipt in full of the remaining portion of study fee of \$134,000.00 outlined in BDC Capital's accepted Letter of Intent dated February 5th, 2019.
5) BDC Capital reserves the right to perform KYC/AML checks on any other equity investor in Rain City Labs Inc. other than Roger Hardy, Sabrina Liak, or Joseph Thompson. New investors must be approved by BDC Capital based on the results of said KYC/AML screening.

All the representations and warranties made by the Borrower or the Corporate Guarantor and its representatives shall be true and exact as at the date of any disbursement of the Financing and a certificate to that effect must be signed by the Borrower and the Corporate Guarantor and its representatives prior to any such disbursement.

The Borrower and the Corporate Guarantor shall have transferred in favour of BDC Capital all the rights which the Borrower and the Corporate Guarantor holds in any all-risk insurance, including fire insurance, policies affecting its assets, BDC Capital being designated by the Borrower and the Corporate Guarantor as loss payee on such policies for the full amount of the Financing.

The Financing Parties shall not be (i) in default pursuant to the terms of any other contract, agreement or obligation entered into or executed in favour of BDC Capital nor (ii) in default under any other agreement with any third party for the granting of a loan or other financial assistance.

So long as any amount owing pursuant to the Financing Documents remains unpaid, the following conditions shall be met:

a) Requested documents:

(i) The Financing Parties shall remit to BDC Capital the annual financial statements for the following Financing Parties, within 120 days after the end of their respective financial year:
i. Kits Eyecare Ltd. Consolidated Audited financial statements;
(ii) The Financing Parties shall remit to BDC Capital the internal financial statements for the following Financing Parties, on a consolidated basis, within 30 days after the end of each quarter:
i. Kits Eyecare Ltd. Consolidated by client financial statements; (iii) The Borrower and Corporate Guarantor shall remit to BDC Capital
annually no later than 120 days after year end, an updated quarterly or monthly forecast for the upcoming fiscal year. The forecast should include income statement, balance sheet and cash flow statement and should highlight estimated financial performance relative to covenant calculations.

BDC Capital reserves the right to request internal prepared financial statements for Rain City Labs Inc. at any point during the term of this

UNDERLYING CONDITIONS:

Financing.

(iv) The quarterly internal financial statements remitted to BDC Capital shall have, a comparative section with the results of the corresponding period of the last financial year;
(v) Each of the Financing Parties which is an individual shall remit, on demand, to BDC Capital an up-to-date personal net worth statement using the BDC Capital's Statement of Personal Affairs;
(vi) Each of the Borrower and the Corporate Guarantors shall remit, further to any change in the enterprise or on demand, to BDC Capital (i) a corporate ownership chart, (ii) an organizational chart and (iii) an updated list of employees reporting to the President and CEO;
(vii) Each of the Borrower and the Corporate Guarantors shall remit annually to BDC Capital a listing of all aged accounts payable and accounts receivable with a copy of the approved annual budget;
b) Each of the Financing Parties must provide BDC Capital, as quickly as possible, with the financial statements and reports and any other financial information that BDC Capital may reasonably require from time to time;
c) In addition, so long as any amount owing under or pursuant to this Letter of Offer or any other Financing Document remains unpaid, the financial ratios mentioned below must be met at all time by each of the Borrower and the Corporate Guarantor, on a consolidated basis, if applicable:
$1.$ Quick ratio of 0.50:1.00, tested quarterly increasing to 0.80:1.00 on December 31st, 2019 and thereafter. Quick Ratio is defined as, Cash plus Accounts Receivables, divided by Current Liabilities net of the current portion of long term debt.
Total Debt to Book Equity Ratio of a maximum of 0.70:1.00 tested quarterly. $2.$ where Total Debt is defined as all debt outstanding, including the outstanding amount of the BDC Capital Financing and Book Equity is defined as Tangible Equity less the outstanding amount of the BDC Capital Financing. BDC Capital reserves the right, in its sole discretion, to reset the Total Debt. to Book Equity ratio in the event the accounting entries for Kits Eyecare Ltd. are materially different from the figures set out on page one (1) of thistetter of Offer.
$3.$ Total Debt to Trailing Twelve Month (TTM) EBITDA less than 4.50:1.00, tested quarterly reducing to 3.50:1.00 on January 1st, 2020 and thereafter. Subsequent to January 1st, 2020, should Total Debt to TTM EBITDA exceed 4.00:1.00 at any time, in addition to this being a covenant breach, BDC Capital will also increase the Variance by 0.50% until such time as the ratio is reduced to less than 4.00:1.00. At no time shall Total Debt to TTM EBITDA exceed 4.50:1.00.
Fixed charge coverage ratio of a minimum of 1.25:1.00, tested annually. Fixed Charge Coverage Ratio (FCCR) means the ratio of (A) EBITDA for such period less (i) current income taxes during such period taken from the annual financial statements, (ii) Unfunded Capital Expenditures incurred during the applicable period, (iii) Distributions paid during such period; by (B) the sum of (i) CPTD and (ii) the Interest Expenses for such period.
Maximum funded and unfunded capital expenditures of \$125,000 annually net of dispositions. Tested annually.

The above mentioned ratios shall be calculated on the basis of the consolidated financial statements of the Borrower and the Corporate Guarantor.

BDC Capital reserves the right, in its sole discretion, to reset the Quick Ratio and Total Debt to Book Equity ratios within 60 days after receiving the first accountant prepared financial statements for Kits Eyecare Ltd., in order to adjust for differences in accounting methodologies compared to current estimates.

d) 100 days post-close The Borrower agrees to have BDC Capital and BDC Advisory Services meet with management to conduct a post-close update. The intent is to validate if the transition is on plan, identify any challenges and see if BDC Capital can provide any additional support.
e) The Borrower and Corporate Guarantor may accrue but shall not pay dividends (preferred or common) without BDC Capital's prior written consent. Such written consent shall be at BDC Capital's sole discretion, and shall require but not be limited to the following conditions being met:
1. BDC Capital's maximum annual cash flow sweep payment of \$850,000 is made first;
1. and, the Borrower and Corporate Guarantor remain in compliance with all underlying conditions including but not limited to financial covenants pre and post payment of the dividend;
1. Satisfactory completion of BDC Capital's annual review;
f) In addition, the Borrower and the Corporate Guarantor agree to maintain the present remuneration program in favor of Roger Hardy, Sabrina Liak, Joseph Thompson, Arshil Abdulla, Fayaz Abdulla, Shaneef Mitha and immediate family members (including salaries, dividends, bonuses, total rent, benefits and other advantages) at a level no higher than \$900,000.00 per annum.

DISBURSEMENT: Unless otherwise authorized and except for refinancing of BDC Capital loans, funds will be disbursed to BDC Capital's legal counsel who will confirm to BDC Capital the execution, delivery and registration of the security. The latter may, if they have provided their final invoicing concurrently with the above confirmation, pay it from the disbursed funds. Any subsequent fees or disbursement shall be collected directly from the Borrower.

BDC Capital may cancel any portion of the Financing which has not been disbursed after six months from March 19, 2019 (the "Authorization Date").

Cancellation Fee

If no part of the Financing has been disbursed by March 19, 2020 (the "Lapsing Date"), the Borrower and the Corporate Guarantor shall pay BDC Capital a cancellation fee of \$702,000 (min. 3%) of the amount of the Financing, provided, however, that BDC Capital shall have the right to extend the Lapsing Date in its sole and entire discretion without notice to or consent from the Borrower and the Corporate Guarantor. For greater

38836192_5|NATDOCSPage 8

FEES:

certainty and in any event, BDC Capital will not charge a cancellation fee on any portion of the Financing cancelled by BDC Capital prior to the Lapsing Date.

In case of partial disbursement not already provided for in this Letter of Offer, any part of the Financing that has not been disbursed by the Lapsing Date will automatically be cancelled. If more than 50% of the Financing is so automatically cancelled, the Borrower and the Corporate Guarantor shall pay a cancellation fee of 3% of the portion of the Financing automatically so cancelled.

The cancellation fee is payable on demand and is liquidated damages, not a penalty, and represents a reasonable estimate of BDC Capital's damages should the Financing be cancelled or allowed to lapse in whole or in part.

Standby Fee

Commencing 3 months after the Authorization Date, the Borrower and the Corporate Guarantor shall pay BDC Capital a non-refundable standby fee calculated at a rate of 1.50% per annum on the portion of the Financing which has not been advanced or cancelled. This fee shall be calculated daily and be payable in arrears commencing on the next occurring Payment Date and on each Payment Date thereafter.

Financing Management Fee

The Borrower and the Corporate Guarantor shall pay BDC Capital a non-refundable management fee of \$500 per month. This management fee is payable on the date of the first Payment Date following the initial advance of the Financing and thereafter on each monthly anniversary of such first advance, until the Maturity Date, so long as any amount owing pursuant to the Program

Legal Fees and Expenses Documents remains unpaid.

The Borrower and the Corporate Guarantor shall pay all legal fees and expenses of BDC Capital incurred in connection with the Financing and the Financing Documents including the enforcement of the Financing and the Financing Documents. All legal fees and expenses of BDC Capital in connection with any amendment or waiver related to the foregoing shall also be for the account of the Borrower and the Corporate Guarantor.

The Borrower's and the Corporate Guarantor's obligation to indemnify BDC Capital under this Section continues before and after default and notwithstanding repayment of the Financing or discharge of any part or all of the Security.

REPRESENTATIONS The Borrower and the Corporate Guarantor makes the representations and warranties in AND WARRANTIES: Schedule A - Section III. These representations and warranties shall survive the execution of the Letter of Offer and shall continue in force and effect until the full payment and performance of all obligations of the Financing Parties pursuant to the Financing Documents.

COVENANTS: So long as any amount owing pursuant to the Financing Documents remains unpaid, each Borrower and the Corporate Guarantor shall perform the covenants set forth in Schedule "A" - Sections IV and V.

Without limiting the above, the Borrower and the Corporate Guarantor will notify BDC

Capital of its intent to use IFRS and acknowledges, by undertaking to sign the resulting amended forms or contracts, that there may be modifications required to the calculation of EBITDA, Excess Available Funds, required ratios and to other pertinent calculations to ensure the spirit of the underlying conditions is maintained.

100 DAY POST CLOSE The Borrower agrees to have BDC Capital and BDC Advisory Services meet with OPTION management and conduct a post-close update. The intent is to validate if the (integration/growth/transition) is on plan, identify any challenges and see if BDC Capital can provide any additional support.

EVENTS OF DEFAULT: The occurrence of any of the events listed in Schedule A - SECTION VI constitutes an event of default under the Letter of Offer. If a default occurs, any obligation of BDC Capital to make any advance, shall, at BDC Capital's option, terminate and BDC Capital may, acting reasonably, at its option, demand immediate payment of the Financing and enforce any security, the whole without any prejudice to the covenants of the Financing Parties to pay the Prepayment Fee, as applicable, if a portion of the Financing has been disbursed before the occurrence of the default justifying the application of this paragraph.
CONFLICTS: The Financing Documents constitute the entire agreement between BDC Capital and the Financing Parties. To the extent that any provision of the Financing Documents is inconsistent with or in conflict with the provisions of the Letter of Offer, the provisions of the Letter of Offer shall govern.
INDEMNITY: The Borrower and the Corporate Guarantor shall indemnify and hold BDC Capital harmless against any and all claims, damages, losses, liabilities and expenses incurred, suffered or sustained by BDC Capital by reason of or relating directly or indirectly to the Financing Documents save and except any such claim, damage, loss, liability and expense resulting from the gross negligence or wilful misconduct of BDC Capital.
SCHEDULES: All Schedules have been inserted after the signature page and form an integral part of the Letter of Offer.
DEFINITIONS: In the Letter of Offer, capitalized terms have the meanings described in Schedule "A"-Section I or Section II or are defined elsewhere in the text of the Letter of Offer.
GOVERNING LAW: The Letter of Offer shall be governed by and construed in accordance with the laws of the province of British Columbia and the laws of Canada applicable therein. Any claim or suit for any reason whatsoever under this Letter of Offer shall be brought in the judicial district of Vancouver, province of British Columbia, Canada, at the exclusion of any other judicial district which may have jurisdiction over such dispute as prescribed by law.
SUCCESSORS AND The Letter of Offer shall be binding on and enure to the benefit of each Financing Party ASSIGNS: and BDC Capital and their respective successors and assigns. No Financing Party shall have the right to assign, in whole or in part, its rights and obligations under or pursuant to the Financing Documents without BDC Capital's prior written consent.

ACCEPTANCE

The Letter of Offer and any modification of it may be executed and delivered by original signature, fax, or any other electronic means of communication acceptable to BDC Capital and in any number of counterparts, each of which is deemed to be an original and all of which taken together shall constitute one and the same Letter of Offer.

Should you have any questions regarding the Letter of Offer, do not hesitate to communicate with Nick Drake at (604) 666-7815.

This $23^{14}$ day of March 2019.

BDC CAPITAL INC.

By:

Nick Drake

Director, Growth and Transition Capital

By:

Matt Price Managing Director, Growth and Transition Capital

CONSENT AND ACCEPTANCE

Each Financing Party hereby accepts the foregoing terms and conditions set forth above and in all attached Schedules.

Signed this 2^7th day of Harch 2019.

BORROWER

Kits Eyecare Ltd.

By:

Sabrina Liak, Director

CORPORATE GUARANTOR

LD Vision Group Inc.

By:

$\rightarrow$

Arshil Abdulla, Director

SCHEDULE A

SECTION I DEFINITIONS

"Annual Gross Sales" means comprehensively (during a given financial year) the total amount of the actual selling price of the totality of the goods sold and the services rendered by a business carried on by all the companies whose annual gross sales are used for the purposes of this calculation (the "seller") regardless of the place where the goods and services are sold, notably the following amounts:

the amounts received by the seller in consideration of $(i)$ the sale of goods, articles and merchandise;
(ii) the amounts received by the seller in consideration of services rendered:
(iii) the amounts received by the seller in consideration of sale or leasing of any property (including the intellectual property) of the seller or other persons or the granting of a licence in respect of any such property;
(iv) all the amounts received and receivable, whatever they may be; and
(v) all the proceeds, if applicable, from insurance against operating losses and the insurance proceeds received in respect of any business of the seller

in each case, regardless of whether these sales or these amounts received are certified by a cheque, cash, a credit, a charge account, instruments or otherwise, without any deduction permitted for bank charges, bad debt accounts, remuneration of a collection agency or bad debts, but does not include:

the amount of retail sales taxes or goods and services $(i)$ taxes imposed by any governmental authority directly on sales and collected from customers at the point of sale by the seller acting as a representative of such authority, provided that the amount of these taxes is added to the selling price, that it is not part of the indicated price of the article or the service and that it is actually paid by the seller to such authority;
(ii) the refunds granted in consideration of merchandise sold to the seller, to the extent that the selling price of such merchandise has previously been included in the annual gross sales; and
(iii) any refund on merchandise obtained from suppliers and manufacturers.

"ASPE" means the accounting standards for private enterprises, Part II CPA Canada Handbook.

"Available Funds" - has the meaning set forth in Schedule E hereof.

"Available Funds Coverage Ratio" - is calculated by dividing the Available Funds by the current portion of the long-term debt.

"BDC Capital's Base Rate" - means the annual rate of interest announced by the Bank through its offices from time to time as its base rate applicable to each of BDC Capital's fixed interest rate plans then in effect for determining the fixed interest rates on Canadian dollar loans.

"BDC Capital's Floating Base Rate" - means the annual rate of interest announced by the Bank through its offices from time to time as its floating rate then in effect for determining the floating interest rates on Canadian dollar loans. The interest rate applicable to the Financing shall vary automatically without notice to the Financing Parties upon each change in BDC Capital's Floating Base Rate.

"Change of Control" - means any operation or series of successive and subsequent transactions pursuant to which the Control of a Person is transferred from one Person to another or required by a Person, or any binding undertaking to proceed with any such operations.

"Control" - means the power to, directly or indirectly, direct or cause the direction of the management and business or affairs of a Person, whether through ownership of voting securities, by contract or otherwise, including, but without limiting the foregoing, in the case of a corporation the holding, directly or indirectly of more than fifty per cent (50%) of the voting shares of such corporation.

"Corresponding Fixed Interest Rate Plan" means, at any time in respect of a prepayment, the fixed interest rate plan then being offered by BDC Capital to its clients equal to the number of years, rounded to the nearest year (minimum of one year), from the date such prepayment is received to the earlier of (i) the next scheduled Interest Adjustment Date, or (ii) the Maturity Date.

"EBITDA" - has the meaning set forth in Schedule E hereof.

"Excess Available Funds" has the meaning set forth in Schedule E hereof.

"Financing" - shall have the meaning indicated in the preamble, or, as the context may require, at any time the unpaid principal balance of the Financing.

"Financing Documents" - means, collectively, the application for financing, the Letter of Offer, the security contemplated by the Letter of Offer and all other documents, instruments and agreements delivered in connection with the foregoing.

"Financing Party" - means either the Borrower or any of the Guarantors and "Financing Parties" means collectively each of the Borrower or Guarantors.

"Fixed Component of the Additional Return" - means and shall refer to any additional return component described and contained in the Fixed Component of the Additional Return sub-section of the present Letter of Offer.

"IFRS" - means the International Financial Reporting Standards issued by the International Accounting Standards Board and adopted by the Accounting Standards Board as Canadian GAAP for publicly accountable enterprises and the ones which opt to adopt such standards.

"Interest Adjustment Date"- means, in respect of any fixed interest rate plan, the day after the Interest Expiration Date of such fixed interest rate plan.

If the Financing is not paid in full by the Interest Adjustment Date, BDC Capital will set a new interest rate plan based on the revised Interest Adjustment Date of the Financing at BDC Capital's Base Rate then in effect minus the Base Rate Rebate adjusted by the Variance and shall then notify the Borrower.

In the event BDC Capital should demand repayment of the Financing by reason of an event of default, any fixed interest rate applicable at the time of demand shall continue to apply to the Financing until full repayment and shall not be adjusted at the next Interest Adjustment Date.

"Interest Expiration Date"- means the date on which a fixed interest rate plan expires.

"Material Adverse Change" - means (i) a material adverse change in, or a material adverse effect upon, the financial condition, operations, assets, business, properties or prospects of any Financing Party, (ii) a material impairment of the ability of any Financing Party to perform any of its obligations under any Financing Document, or (iii) a material adverse effect upon any substantial portion of the assets subject to security in favour of BDC Capital or upon the legality, validity, binding effect, rank or enforceability of any Financing Document.

Memorandum of Understanding means the memorandum of understanding in the form attached as Schedule E to be executed by BDC Capital, the Borrower (and the Corporate Guarantor].

"Person" - includes any individual, natural person, sole proprietorship, partnership, limited partnership, unincorporated association, syndicate or organization, any trust, body corporate, government agency, and a natural person in his or her capacity as trustee, executor, administrator, or other legal representative and any other form of organization or entity whatsoever.

"Tangible Equity" - means the sum of the amount of the Financing; plus (i) the share capital (except for preferred shares that are included in long-term debt, except if they are subordinated); plus (ii) retained earnings; plus (iii) subordinated loans or advances from the shareholders in

favor of BDC Capital; minus (iv) loans or advances to the shareholders, directors, related or non-related businesses other than in the normal course of business; and minus (v) non-business assets.

"Term Debt" - means the sum of (i) the long-term debt plus (ii) the capital leases including the current portion to be paid over the next 12 months; plus (iii) the book value of preferred shares subject to a formal redemption agreement at the option of the holder or that would set out precise amounts and dates, if any.

"Term Debt to Tangible Equity Ratio" - means the ratio of the Term Debt over the Tangible Equity.

"Variable Component of the Additional Return" - as the meaning ascribed to it in the Variable Component of the Additional Return sub-section of the Letter of Offer.

"Working Capital" - means the total current assets minus (i) the total current liabilities (within the meaning ascribed to them by ASPE [IFRS], applied consistently) less (ii) future income tax receivables and less (iii) the account receivables due from related parties or outside the ordinary course of business and plus the current portion of the long-term debt due over the next twelve (12) months.

"Working Capital Ratio" - is calculated by dividing total current assets ((within the meaning ascribed to them by ASPE[IFRS], applied consistently) less future income tax receivable, less account receivable due from related parties or outside the ordinary course of business by the total current liabilities excluding the current portion of the longterm debt due over the next twelve (12) months.

SECTION II PREPAYMENT DEFINITIONS

"Prepayment Indemnity" - means the sum of the Present Values calculated for each Payment Date from the date of prepayment until the Maturity Date of the Financing.

"Interest Differential Charge" - means the sum of the Present Values calculated for each Payment Date from the date of prepayment until the Maturity Date of the difference between BDC Capital's Base Rate on this Financing and BDC Capital's Base Rate for the Corresponding Fixed Interest Rate Plan, which is applicable only if BDC Capital's Base Rate on this Financing is greater than BDC Capital's Base Rate at the time of a prepayment.

"Prepayment Bonus" - means the sum of the Interest Differential Charge and the Prepayment Indemnity.

"Present Values" - for the purpose of determining the Interest Differential Charge and the Prepayment Indemnity will be computed at a discount rate ("DR") equal to (i) BDC Capital's Base Rate for the Corresponding Fixed Interest Rate Plan as the discount rate in the case of a Financing subject to a fixed interest rate, or (ii) BDC Capital Floating Base Rate as the discount rate in the case of a Financing subject to a floating interest rate and the manner of such computation will be according to the following formula:

$(1 + (DR / 12))^t$

Where:

CF" is the sum of: (i) the Variance (if positive) multiplied by the principal prepayment amount, (ii) the difference between BDC Capital's Base Rate on this Financing and BDC Capital's Base Rate for the Corresponding Fixed Interest Rate Plan (if positive and if the Financing is subject to Fixed Interest Rate Plan) multiplied by the principal prepayment amount, (iii) the financing management fees and (iv) if applicable, any Fixed Component of the Additional Return which would otherwise have been outstanding at the Payment Date until the Maturity Date:
"DR" is the applicable discount rate; and
"t" is the number of monthly periods between the prepayment date and the Maturity Date.

SECTION III REPRESENTATIONS AND WARRANTIES

The Borrower and the Corporate Guarantor hereby represents and warrants to BDC Capital that:

$\mathbf{1}$ . It is a partnership, trust or corporation, as the case may be, duly constituted, validly existing and duly registered or qualified to carry on business in each jurisdiction where it is required by applicable laws to be so registered or qualified.
The execution, delivery and performance of its $2.$ obligations under the Letter of Offer and the other Financing Documents to which it is a party have been duly authorized and constitute legal, valid and binding obligations enforceable in accordance with their respective terms.
$3.$ It is not in violation of any applicable law, which violation could lead to a Material Adverse Change.
No Material Adverse Change exists and there are no 4. circumstances or events that constitute or would constitute, with the lapse of time, the giving of notice or otherwise, a Material Adverse Change.
1. It is not in default under the Letter of Offer or any other Financing Document.
1. All information provided by it to BDC Capital is complete and accurate and does not omit any material fact and, without limiting the generality of the foregoing, all financial statements delivered by it to BDC Capital fairly present its financial condition as

of the date of such financial statements and the results of its operations for the period covered by such financial statements, all in accordance with ASPE[IFRS].

$7.$ There is no pending or threatened claim, action, prosecution or proceeding of any kind including but not limited to non-compliance with environmental law or arising from the presence or release of any contaminant against it or its assets before any court or administrative agency which, if adversely determined, could lead to a Material Adverse Change.
$\mathbf{R}$ In respect of properties and assets charged pursuant to the Financing Documents, it has good and marketable title, free and clear of any encumbrances, except for what has been disclosed herein or has been accepted in writing by BDC Capital.
It is the rightful owner of all its intellectual property 9. with all right, title and interest in and to all of its intellectual property.

The foregoing representations and warranties shall remain in full force and true until the Financing is repaid in full.

SECTION IV COVENANTS

The Borrower and the Corporate Guarantor shall:

Perform its obligations and covenants under the $1.$ Financing Documents.
$2.$ Maintain in full force and effect and enforceable the Security contemplated by this Letter of Offer.
Notify BDC Capital immediately of the occurrence of 3. any default under the Letter of Offer or any other Financing Documents.
Comply with all applicable laws and regulations. 4.
1. Keep all its assets insured for physical damages and losses on an "All-Risks" basis for their full replacement value and cause all such insurance policies to name BDC Capital as loss payee as its interests may appear. The policies shall also name BDC Capital as mortgagee and include a standard mortgage clause in respect of buildings over which BDC Capital holds security and, as further security, assign or hypothecate all insurance proceeds to BDC Capital; and

If requested by BDC Capital, maintain adequate general liability insurance and environmental insurance or any other type of insurance it may reasonably require to protect it against any losses or claims arising from pollution or contamination incidents and to provide certified copies of such policies.

Notify BDC Capital immediately of any loss or $6.$ damage to its property.
Without limiting the generality of paragraph 4 above, 7. in relation to its business operations and the assets and projects of its business, operate in conformity with all environmental laws and regulations; make certain that its assets are and will remain free of environmental damage; inform BDC Capital immediately upon becoming aware of any environmental issue and promptly provide BDC Capital with copies of all communications with environmental authorities and all environmental assessments; pay the cost of any external environmental consultant engaged by BDC Capital to effect an environmental audit and the cost of any environmental rehabilitation or removal necessary to protect, preserve or remediate the assets, including any fine or penalty BDC Capital is obligated to incur by reason of any statute, order or directive by a competent authority.
Promptly pay all government remittances, 8. assessments and taxes including real estate taxes and provide BDC Capital with proof of payments as BDC Capital may request from time to time.
1. Promptly furnish to BDC Capital such information, reports, certificates and other documents concerning any Financing Party as BDC Capital may reasonably request from time to time.
1. Not engage in, or permit its premises to be used by a tenant or other person, for any activity which BDC Capital, from time to time, deems ineligible, including without limitation any of the following ineligible activities:
a) businesses that are sexually exploitive or that are inconsistent with generally accepted community standard of conduct and propriety, including those feature that sexually explicit entertainment, products or services; businesses that are engaged in or associated with illegal activities; businesses trading in countries that are proscribed by the Federal Government;
b). businesses that operate as stand-alone nightclubs, bars, lounges, cabarets, casinos, discotheques, video arcades, pool and billiard halls, and similar operations;
businesses that promote nudism and naturism. c)

BDC Capital's finding that there is an ineligible activity will be final and binding between the parties and shall not be subject to review. The prohibition set out in this paragraph 10 shall also apply to any entity that Controls, is Controlled by, or that is under the common control with, any Financing Party.

In the event that one or several related corporations are incorporated or acquired, including all new subsidiaries and sister companies of the Borrower, these new entities shall ratify and become a party to this Letter of Offer as co-borrower or guarantor at the sole discretion of BDC Capital. BDC Capital may require that these new entities grant in favour of BDC Capital security which shall be registered on their assets to guarantee their respective obligations and the obligations and the Financing pursuant to this Letter of Offer.

SECTION V NEGATIVE COVENANTS

Without the prior written consent of BDC Capital, the Borrower and the Corporate Guarantor shall not:

Change the nature of its business. $\mathbf{1}$ .
$2.$ Amalgamate, merge, acquire or otherwise combine its business, or create an affiliated company ("affiliate" having the meaning given to it in the Canada Business Corporations Act), or sell or otherwise transfer a substantial part of its business or any substantial part of its assets, or grant any operating license.
$3.$ Permit any of its shareholders to sell or transfer their shares in the capital stock of such Financing Party save and except shares listed on a recognized stock exchange acceptable to BDC Capital.
4 Permit any Change of Control of such Financing Party or change the capital structure of such Financing Party by contractual or other means.
1. Permit any change in the shareholding of such Financing Party, except for options issued to employees under an approved stock option plan.
Allow a loan to be sought or extended, an investment 6. to be made, a guarantee to be given, and no asset securing the Financing shall be pledge or hypothecated to another creditor, whether done for the benefit of the Borrower or for the benefit of a third party.
1. Declare a dividend on, or redeem or repay any obligation in respect of any shares in its capital. In addition, any advance or transfer of funds in any form whatsoever shall be made to the ultimate shareholders and/or to the corporations they own.

Make any modifications to the end date of its fiscal 8. year, its accounting standards and/or policies.

SECTION VI EVENTS OF DEFAULT

$1¹$ Any Financing Party fails to pay any amount owing under or pursuant to the Financing Documents.
Any Financing Party fails to comply with or to $2.$ perform any provision of the Letter of Offer or any other Financing Documents.
Any Financing Party is in default under any other $\mathbf{a}$ agreement with BDC Capital or any third party for the granting of a loan or other financial assistance and such default remains unremedied after any cure period provided in such other agreement.
Any representation or warranty made by any 4. Financing Party herein or in any other Financing Document is breached, false or misleading in any material respect, or becomes at any time false.
Any schedule, certificate, financial statement, report, 5. notice or other writing furnished by any Financing Party to BDC Capital in connection with the Financing is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified.
Any Financing Party becomes insolvent or generally 6. fails to pay, or admits in writing its inability or refusal to pay its debts as they become due; or any Financing Party applies for, consents to, or acquiesces in the appointment of a trustee, receiver or other custodian for such Financing Party or any property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian is appointed for any Financing Party or for a substantial part of the property of such Financing Party; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is commenced in respect of any Financing Party; or any Financing Party takes any action to authorize, or in furtherance of, any of the foregoing.
$7₁$ The Borrower and/or the Corporate Guarantor ceases or threatens to cease to carry on all or a substantial part of its business.
The occurrence of a Change of Control of the 8. Borrower and/or the Corporate Guarantor from the date of the application of financing.
۹ Any Financing Party is in violation of any applicable law relating to terrorism or money laundering, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).
1. The occurrence, in the opinion of BDC Capital, of a Material Adverse Change.

SECTION VII GENERAL TERMS AND CONDITIONS

Each Financing Party agrees to the following additional provisions:

Interest Cap

If the aggregate amount of charges payable as interest, additional interest, interest on arrears, or any other charges paid or payable in connection with the Financing (collectively the "Charges") at any time whatsoever would constitute the application of an effective annual rate of interest in excess of the limit permitted by any applicable law, then the Charges shall be reduced so that the charges paid or payable shall not exceed the maximum permissible under such law. Any excess which has been paid will be refunded by BDC Capital within ten business days following BDC Capital's determination of the amount to be refunded.

Other Available Interest Rate Plans

applicable, the Borrower having selected 1f floating interest rate plan may select BDC Capital available fixed interest rate plan. The expiry date of the selected plan shall occur after the initial Maturity Date or subsequently amended Maturity Date of the Financing. If the Borrower so selects any fixed rate plan before the Acceptance Date, it shall be based on BDC Capital's Base Rate in effect on the Authorization Date. If the selection is made after the Acceptance Date, the Borrower will have to pay to BDC Capital applicable fee and the interest rate shall be based on BDC Capital's Base Rate then in effect. The new rate shall become effective on the fourth day following receipt of the request by BDC Capital.

However, in the event of a period of increased interest rate volatility, which will be determined by a fluctuation of greater than 0.5% during the same transaction day of the yield to maturity of the five-year Canada bond benchmark, BDC Capital reserves the right to suspend the borrower's right to switch from a floating interest rate plan to a fixed interest rate plan.

Interest Adjustment Date

If the Financing is not paid in full by the Interest Adjustment Date, BDC Capital will set a new interest rate plan based on the revised interest Adjustment Date of the Financing at BDC Capital's Base Rate then in effect minus the Base Rate Rebate adjusted by the Variance and shall then notify the Borrower.

Pre-Authorized Payment System

All payments provided for in the Letter of Offer must be made by pre-authorized debits from the Borrower's bank account. The Borrower shall sign all documentation required to that effect and provide a sample cheque marked void.

Application of Payments

All payments will be applied in the following order:

$\mathbf{1}$ . any Prepayment Bonus (including the monthly interest and Interest Differential Charge);
$2.$ protective disbursements;
$3.$ standby fees (arrears and current);
1. arrears, in the following order: transaction fees, administration fees, management fees, Royalties, bonuses or other premiums, interest and principal;
current balances, in the following order: transaction $5.$ fees, management fees, Royalties, bonuses or other premiums, interest and principal;
1. cancellation fees; and
$7.$ other amounts due and payable under the Financing Documents.

Other than regular payments of principal and interest, BDC Capital may apply any other monies received by it, before or after default, to any debt the Borrower may owe BDC Capital under or pursuant to the Letter of Offer or any other agreement and BDC Capital may change those applications from time to time in its sole discretion.

Consent to Disclosure and Exchange of Information

Each Financing Party authorizes BDC Capital, at any time and from time to time, (i) to obtain financial, compliance, account status and any other information about a Financing Party and its respective business from its accountants, its auditors, any financial institution, creditor, credit reporting or rating agency, credit bureau, governmental department, body or utility, and (ii) to disclose and exchange information with any financial institution relating to, in connection with or arising from the business of any Financing Party which BDC Capital may currently have or subsequently obtain.

Each Financing Party recognizes that in accordance with prudent business practices to « know your client » and in accordance with its internal policies, BDC Capital may be required to obtain, verify, maintain information regarding the Financing Parties, their directors, theirs officers duly authorized to sign, their shareholders or other persons who exercise control over each Financing Party. Each Financing Party agrees to provide without delay all information, including supporting documents and other evidence that BDC Capital, or a potential assignee or another company with an interest in BDC Capital, acting reasonably, could ask to comply with internal policies or legislation in the fight against the laundering of proceeds of crime or financing of terrorist activities that apply to them.

Notices

Notices must be in writing and may be given in person, or by letter sent by fax, mail, courier or electronically; if to a Financing Party, at its address above or such other addresses as the Financing Party may advise BDC Capital in writing, or if to BDC Capital, at BDC Capital's address above.

SCHEDULE B

$\bar{\gamma}$

$\frac{1}{2}$

$\hat{\boldsymbol{\beta}}$

$\bar{\bar{z}}$

Corporate Guarantee

UNLIMITED GUARANTEE

THIS GUARANTEE dated as of __________________, 2019.

GUARANTOR: LD VISION GROUP INC., ^a British Columbia company having an address at 101 — 13291 Yonge Street, Richmond Hill, Ontario, L4E 4L6

(the "Guarantor")

CREDITOR: BDC CAPITAL INC., a wholly owned subsidiary of BUSINESS DEVELOPMENT BANK OF CANADA, ^a Crown corporation incorporated under the Business Development Bank of Canada Act and having an address at Main Floor, BDC Capital Tower, Bentall One, 505 Burrard Street, Vancouver, British Columbia, V7X 1V3

("BDC Capital")

DEBTOR: KITS EYECARE LTD., ^a British Columbia company having an address at1020 — 510 Seymour Street, Vancouver, British Columbia, V6B 3J5

(the "Borrower")

DEBT: Loan in the principal sum of \$23,400,000 as set out in the Letter of Offer dated March 26, 2019 from BDC Capital to the Borrower, as it may be further amended, modified, supplemented, replaced and restated from time to time

(the "Principal Sum")

LIMIT OF LIABILITY: Unlimited Liability

BRANCH: British Columbia (the "Governing Jurisdiction")

IN CONSIDERATION of BDC Capital agreeing to make ^a loan to the Borrower of the Principal Sum, the Guarantor covenant with BDC Capital as follows:

1. DEBT AND SECURITY

In this guarantee, "Loan Security" means all accepted letters of offer, loan agreements, investment agreements, promissory notes, debentures, mortgages, hypothecations, pledges, assignments, security agreements and other agreements of any kind which BDC Capital may hold at any time as security for the payment of the Principal Sum and all agreements amending, tending or renewing those security instruments. Each Guarantor has read all of the Loan Security held by BDC Capital as of the date of this guarantee.

2. GUARANTEE

The Guarantor unconditionally guarantees performance by the Borrower of all promises under the Loan Security and payment by the Borrower of the Principal Sum, protective disbursements, interest and other amounts the Borrower has promised to pay under the Loan Security (the foregoing amounts collectively are called the "Outstanding Balance"). The Guarantor also promises to pay to BDC Capital all legal fees and disbursements, on ^a solicitor and client basis, incurred by BDC Capital in reference to any suit upon this guarantee.

3. LIABILITY AS PRINCIPAL DEBTOR

As between BDC Capital and the Guarantor, the Guarantor is liable as principal debtor for all of the Borrower's covenants contained in the Loan Security notwithstanding any act or omission of the Borrower or of BDC Capital which might otherwise operate as ^a partial or absolute discharge of the Guarantor if the Guarantor were only ^a surety.

4. LIABILITY NOT DIMINISHED BY ACTS OF BDC CAPITAL OR THE BORROWER

Except for payment of all sums due under the Loan Security, payment of the amount due under this guarantee or written discharge, no act or omission of BDC Capital or of the Borrower, before or after default, discharges or diminishes the liability of the Guarantor under this guarantee and without restricting the foregoing, the Guarantor covenants with BDC Capital as follows:

(a) BDC Capital may grant time and other indulgences to the Borrower, to ^a Guarantor and to any other person liable for all or any portion of the Principal Sum;
(b) BDC Capital may modify, extend or renew (in either case, on the then current, or on new, terms), exchange, abstain from perfecting, discharge or abandon the Loan Security or any part of it or anything mortgaged or charged by it;
(c) BDC Capital may enter into any agreement with the Borrower to vary the terms of any agreement affecting the payment or repayment of Principal Sum, including ^a change in the rate of interest chargeable on the Principal Sum;
(d) BDC Capital may enter into any agreement or accept any compromise that has the effect of diminishing or extinguishing the liability of the Borrower to BDC Capital or the value of the Loan Security or the value of anything mortgaged by it;
(e) BDC Capital need not ascertain or enforce compliance by the Borrower or any other person with any covenant under the Loan Security;

(f) BDC Capital bears no responsibility for any neglect or omission with respect to anything mortgaged under the Loan Security, either during possession by the Borrower or by any third party or by BDC Capital or by anyone on behalf of BDC Capital;

(g) BDC Capital is not bound to seek recourse against the Borrower before requiring payment from the Guarantor and BDC Capital may enforce its various remedies under this guarantee and the Loan Security or any part of it at any time, in any manner and in any order as BDC Capital may choose;
(h) BDC Capital bears no duty to the Guarantor in respect of the liquidation of anything mortgaged under the Loan Security and, without restricting the foregoing, it is under no duty to avoid waste of, to obtain ^a fair price for or to avoid neglect in the liquidation of anything mortgaged under the Loan Security;
(i) BDC Capital has no obligation to ensure that any Loan Security, other guarantee or security collateral to ^a guarantee is executed, perfected or delivered and, if by reason of want of authority or failure of execution and delivery or failure to comply with laws respecting perfection and registration of instruments or any other reason, any intended Loan Security, guarantee or collateral security is not granted, is unenforceable or becomes unenforceable, the liability of the Guarantor under this guarantee remains enforceable and undiminished; and
(j) The Guarantor confirms and agrees that any modifications of the loan terms or Loan Security may be agreed upon directly between BDC Capital and the Borrower without notice to the Guarantor and without the Guarantor's further concurrence.

5. SUBROGATION

The Guarantor shall not be subrogated in any manner to any right of BDC Capital until all money due to BDC Capital under the Loan Security is paid.

6. RELEASE

If more than one person guarantees any of the obligations of the Borrower to BDC Capital under this guarantee or any other instrument, BDC Capital may release any of those persons on any terms BDC Capital chooses and each person executing this guarantee who has not been released shall remain liable to BDC Capital under this guarantee as if the person so released had never guaranteed any of the obligations of the Borrower.

7. PAYMENT AND REMEDYING DEFAULTS

The Guarantor's obligation to pay the amount guaranteed or to rectify any default shall arise immediately upon receiving demand from BDC Capital. No suit based on this guarantee shall be instituted until such demand for payment has been made, and any limitation period applicable to the enforcement of this guarantee shall commence only upon issuance of such demand for payment. Demand shall be deemed to have been effectively made upon any Guarantor 5 business days after an envelope containing such demand, addressed to such Guarantor at the address last known to BDC Capital, is posted in ^a post office by pre-paid regular mail. BDC Capital shall not be

obliged to exhaust its recourse against the Borrower, other parties, the Loan Security or anything mortgaged under the Loan Security prior to making demand under this Guarantee.

8. NO COLLATERAL AGREEMENTS OR REPRESENTATIONS

Any agreement between BDC Capital and the Guarantor diminishing the liability of the Guarantor under this guarantee, altering any term of this guarantee or imposing any condition against the operation of any such term is of no further force or effect. Any representation made by BDC Capital having such effect is waived. The Guarantor warrants that there are no agreements, representations or conditions that have been relied upon by the Guarantor that are not expressed in this guarantee.

9. CHANGES MUST BE IN WRITING

This guarantee may only be amended by writing executed by BDC Capital. No agreement has the effect of diminishing or discharging the liability of the Guarantor under this guarantee unless the agreement is in writing and executed by BDC Capital. The Guarantor shall not rely upon any future representation made by BDC Capital in respect of the liability of the Guarantor under this guarantee unless such representation is in writing executed by BDC Capital.

10. JOINT AND SEVERAL LIABILITY

Where this guarantee has been executed by more than one person, the liability of the persons executing this guarantee is joint and several and every reference in this guarantee to the "Guarantor" shall be construed as meaning each person who has executed it as well as all of them. This guarantee is binding on those who have executed it notwithstanding that it may remain unexecuted by any other person.

11. JURISDICTION

The laws of the Governing Jurisdiction shall govern the enforcement of this Guarantee and the Guarantor agree to submit to the jurisdiction of the Courts of the Governing Jurisdiction.

12. ASSIGNS

This guarantee is binding upon the Guarantor and the Guarantor's heirs, executors, administrators, successors and assigns and shall enure to the benefit of BDC Capital, its successors and assigns. BDCCapital may assign this guarantee.

(SIGNATUREPAGEFOLLOWSJ

IN WITNESS WHEREOF, the undersigned has executed this guarantee as of the day first above written.

ID VISION GROUP INC. By its authorized signatory:

Name: Arshil Abdulla Title: Director

SOLICITOR'S CERTIFICATE

^I certify that ^I subscribed to the execution of this instrument by the persons or person whose signature appears beside my subscription only after satisfying myself that the person read and understood this instrument.

Solicitor

38913080_i INATDOCS

SCHEDULE C

Conditional Personal Guarantee

none

$\sim$ $\chi$

$\Delta$

SCHEDULE D

$\cdot$

Personal Guarantee

none

$\pm$

$\frac{1}{4}$

$\sim$

SCHEDULE E

Memorandum of Understanding Re: EBITDA and Excess Available Funds calculations

This memorandum is used to define the basis of the EBITDA and the Excess Available Funds that will be used to calculate the Excess Cash Flow Sweep (ECFS) principal payments, as set out in financing #155416 - 01 authorized on March 19, 2019 by BDC Capital in favor of the Borrower.

Needs to be based on the consolidated audited financial statements.

DEFINITIONS:

"EBITDA": means with respect to the Borrower and the Corporate Guarantor, net Income before:

interest (long term and short term); $\bullet$
income taxes;
depreciation and /or impairment and/or impairment of assets;
management fees, royalties and charges of financial institutions;
discretionary bonuses (as defined below);
gains or losses from the disposal of assets;
gains or losses on debt write-offs or to related persons;
expenses related to stock-based compensation;
any expenses related to the assessment of capital stock such as, without limiting the foregoing the adjustment of the redemption value of preferred shares;
any return on preferred shares to be submitted to the income statement;
any other entry outside the ordinary course of business with no impact on cash flow, including without limiting the generality of the foregoing, any impact of the transition to new accounting standards; and
one-time expenses related to the Financing and the sale/acquisition of LD Vision Group Inc.

"Available Funds": means with respect to the Borrower and the Corporate Guarantor for any period of 12 months (or end of fiscal year), the sum of the net profits plus:

future income taxes; $\bullet$
depreciation and /or impairment and/or impairment of assets; $\bullet$
discretionary bonuses (as defined below); $\bullet$
gains or losses from the disposal of assets;
gains or losses on debt write-offs or to related persons;
expenses related to stock-based compensation;
any expenses related to the assessment of capital stock such as, without limiting the foregoing, for the purpose of the adjustment of the redemption value of preferred shares;
any return on preferred shares to be submitted to the income statement; $\bullet$
any other entry outside the ordinary course of business with no impact on cash flow, including without limiting the generality of the foregoing, any impact of the transition to new accounting standards.

"Excess Available Funds": are defined as the Available Funds minus the normal current portion of the long-term debt paid during the year.

For the purpose of this memorandum, "Discretionary Bonus" means any salaries, dividends, bonuses, total rent, benefits and other advantages paid to Roger Hardy, Sabrina Liak, Joseph Thompson, Arshil Abdulla, Fayaz Abdulla, Shaneef Mitha and immediate family members by the Borrower and the Corporate Guarantor in excess of an aggregate of \$900,000 per year.

In addition, without limiting the foregoing, any increase in unbudgeted and unjustified fees which would intentionally reduce EBITDA or Excess Available Funds will be added thereto and the calculation adjusted.

Finally, the Borrower and the Corporate Guarantor commit to:

1. To produce its consolidated audited financial statements annually according the ASPE and to maintain the same accounting principles as those used in the latest audited financial statements dated December 31, 2018.
1. To produce an annual confirmation of the EBITDA and the Excess Available Funds calculations by the external auditors starting with the 2018 financial year.
1. To obtain BDC Capital's written permission before creating any new entity and allow the EBITDA and the Excess Available Funds of such new entity, if positive, to be added to the present calculations.

IN WITNESS WHEREOF, the parties signed at ___________________________________ 2019.

BDC CAPITAL INC.

Per: $\tau$

The Borrower agrees to the present memorandum:

Kits Eyecare Ltd. (The Borrower)

$Per:$

Sabrina Liak, Director

The Corporate Guarantor agrees to the present memorandum:

LD Vision Group Inc. (The Corporate Guarantor)

Per: Arshil Abdulla, Director

BDCID: 10016329970

September 17, 2019

Mr. Roger Hardy Kits Eyecare Ltd. 1020 - 510 Seymour St Vancouver, BC V6B 3J5

Re: BDCC Financing 155416-01

Dear Mr. Hardy:

We write in reference to our Letter of Offer related to Financing No. 155416-01, and any subsequent amendments thereto. Subject to the terms set out below, the following amendments will be made to your Financing.

BDCC's consent to the amendments is subject to the following conditions being fulfilled to BDCC's satisfaction and provided that no Material Adverse Change shall have occurred:

Sign a priority agreement with Financial Institution offering credit card facility that is $\bullet$ satisfactory to BDC Capital (we retain first on IP and limit facility to \$900k).

The amendments will take effect on the date when 1) BDCC is in receipt of the attached Acceptance Form duly signed by all signatories and 2) all conditions contained in this letter, have been met to the satisfaction of BDCC, in any case no later than August 31, 2019.

Business Development Bank of Canada 5577 153A Street, Suite 301
Surrey, BC V3S5K7 www.bdc.ca

Amendments - Financing Number 155416-01:

SECURITY

÷,

The following existing Security relating to the Financing:

a General Security Agreement, granting a general and continuing security interest in all of the Borrower's and Corporate Guarantor's present and after acquired personal property and, without limiting the foregoing, on all present and future assets of the Borrower and Corporate Guarantor related to intellectual property of the Borrower and Corporate Guarantor including, without limitation, patents, trademarks, domain names, source codes, licences and any other forms of intellectual property including those already known (the "Intellectual Property"). This security interest shall rank in first position with respect to all assets including but not limited to the Intellectual Property but subordinated in rank to any other security granted on specific assets in connection with the financing of equipment needed by the Borrower as consented to by BDC Capital;

is modified and is now replaced with:

a General Security Agreement, granting a general and continuing security interest in all of the Borrower's present and after acquired personal property and, without limiting the foregoing, on all present and future assets of the Borrower related to intellectual property of the Borrower including, without limitation, patents, trademarks, domain names, source codes, licences and any other forms of intellectual property including those already known (the "Intellectual Property"). This security interest shall rank in first position with respect to the Intellectual Property but subordinated in rank to any other security granted with respect to i) the RBC credit card facility up to a maximum facility size of \$900,000 and ii) on specific assets in connection with the financing of equipment needed by the Borrower as consented by BDC Capital.

All other terms and conditions of your financing with BDCC remain unchanged.

Yours truly,

Nicholas Drake Director, Growth and Transition Capital Phone: (604) 666-7815 [email protected]

Encl.

Business Development Bank of Canada 5577 153A Street Suite 301 Surrey, BC V3S5K7

Attention: Nicholas Drake

Re: BDC Loan 155416-01

The undersigned accept the terms and conditions set forth in BDCC's Letter of Amendment dated September 17, 2019.

signed this $\prod^{\uparrow n}$ day of September $(date)$ (year

BORROWER

Kits Eyecare Ltd.

Authorized Signing Officer

Name:

[Please print name of signing party]

Ia.

GUARANTOR

LD Vision Group Inc.

S.I

Authorized Signing Officer

Name:

[Please print name of signing party]

BDCID: 10018436708

March 9, 2020

Mr. Roger Hardy Kits Eyecare Ltd. 1020 - 510 Seymour St Vancouver, BC V6B 3J5

Re: BDC Capital Financing 155416-01

Dear Mr. Hardy:

We write in reference to our Letter of Offer related to Financing No. 155416-01, and any subsequent amendments thereto, BDC Capital Inc., a wholly owned subsidiary of Business Development Bank of Canada, subject to the terms set out below, the following amendments will be made to your Financing.

BDC Capital's consent to the amendments is subject to the following conditions being fulfilled to BDC Capital's satisfaction and provided that no Material Adverse Change shall have occurred:

Receipt of payment of \$500k cash sweep by March 31, 2020.

The amendments will take effect on the date when 1) BDC Capital is in receipt of the attached Acceptance Form duly signed by all signatories and 2) all conditions contained in this letter, have been met to the satisfaction of BDC Capital, in any case no later than March 31, 2020.

For the fiscal year 2019 annual review test BDC Capital Inc. is waiving the i) Annual capital expenditure covenant, ii) the fixed charge coverage ratio covenant and the iii) Total Debt to Book Equity Ratio covenant.

Business Development Bank of Canada 5577 153A Street, Suite 301 Surrey, BC V3S5K7 www.bdc.ca

EN_LOA-SFIN_V1.0

Amendments - Financing Number 155416-01:

UNDERLYING CONDITIONS

The following underlying conditions have been added to the Financing:

$\blacksquare$ b) Total Debt to Book Equity Ratio of a maximum of 0.70:1.00 tested quarterly with the first test being for the quarter ended September 30, 2020. Total Debt is defined as all debt outstanding, including the outstanding amount of the BDC Capital Financing and Book Equity is defined as Tangible Equity less the outstanding amount of the BDC Capital Financing. The Total Debt to Book Equity test will be revised at BDC Capital's sole discretion should the accounting entries differ from our authorized program.
c) Total Debt to Trailing Twelve Month (TTM) EBITDA less than 5.50:1.00, tested quarterly reducing to i) 5.25:1.00 on January 1st, 2020 ii) 4.25:1.00 on April 1st, 2020 ii) 3.50:1.00 on Oct 1, 2020 and therafter. Subsequent to October 1st, 2020, should Total Debt to TTM EBITDA exceed 4.00:1.00 at any time, in addition to this being a covenant breach, BDC Capital will also increase the Variance by 0.50% until such time as the ratio is reduced to less than 4.00:1.00.
d) Fixed charge coverage ratio of a minimum of 1.25:1.00, tested annually starting on January 1st, 2020. Fixed Charge Coverage Ratio (FCCR) means the ratio of (A) EBITDA for such period less (i) current income taxes during such period taken from the annual financial statements, (ii) Unfunded Capital Expenditures incurred during the applicable period, (iii) Distributions paid during such period; by (B) the sum of (i) CPTD and (ii) the Interest Expenses for such period.
e) Maximum funded and unfunded capital expenditures of \$125,000 annually net of dispositions.

The above mentioned ratios and amounts shall be calculated on the basis of the consolidated financial statements of the Borrower and the Corporate Guarantor.

The following existing underlying condition relating to the Financing:

In addition, so long as any amount owing under or pursuant to this Letter of Offer or any other Financing Document remains unpaid, the financial ratios mentioned below must be met at all time by each of the Borrower and the Corporate Guarantor, on a consolidated basis, if applicable:

a) Quick ratio of 0.50:1.00, tested quarterly increasing to 0.80:1.00 on December 31st, 2019 and thereafter. Quick Ratio is defined as, Cash plus Accounts Receivables, divided by Current Liabilities net of the current portion of long term debt.

b) Total Debt to Book Equity Ratio of a maximum of 0.70:1.00 tested quarterly, where Total Debt is defined as all debt outstanding, including the outstanding amount of the BDC Capital Financing and Book Equity is defined as Tangible Equity less the outstanding amount of the BDC Capital Financing. The Total Debt to Book Equity test will be revised at BDC Capital's sole discretion should the accounting entries differ from our authorized program.

c) Total Debt to Trailing Twelve Month (TTM) EBITDA less than 4.50:1.00, tested quarterly reducing to 3.50:1.00 on January 1st, 2020 and thereafter. Subsequent to January 1st, 2020, should Total Debt to TTM EBITDA exceed 4.00:1.00 at any time, in addition to this being a covenant breach, BDC Capital will also increase the Variance by 0.50% until such time as the ratio is reduced to less than 4.00:1.00. At no time shall Total Debt to TTM EBITDA exceed 4.50:1.00.

d) Fixed charge coverage ratio of a minimum of 1.25:1.00, tested annually. Fixed Charge Coverage Ratio (FCCR)

means the ratio of (A) EBITDA for such period less (i) current income taxes during such period taken from the annual financial statements, (ii) Unfunded Capital Expenditures incurred during the applicable period, (iii) Distributions paid during such period; by (B) the sum of (i) CPTD and (ii) the Interest Expenses for such period.

e) Maximum funded and unfunded capital expenditures of \$125,000 annually net of dispositions. Tested annually.

The above mentioned ratios shall be calculated on the basis of the consolidated financial statements of the Borrower and the Corporate Guarantor.

is modified and is now replaced with:

a) Quick ratio of 0.60:1.00, tested quarterly increasing to i) 0.70:1.00 on July 1st, 2020 and ii) 0.80:1:00 on October 1st, 2020 and thereafter. Quick Ratio is defined as Cash plus Accounts Receivables, divided by Current Liabilities net of the current portion of long term debt. BDC Capital reserves the right, in its sole discretion, to reset the Quick Ratio and Total Debt to Book Equity ratios within 60 days after receiving the first accountant prepared financial statements for Kits Eyecare Ltd., in order to adjust for differences in accounting methodologies.

ADDITIONAL RETURN

The following additional return conditions have been added to the Financing:

In addition to the other payments herein set forth, at Maturity Date or in the event of:

whether by one transaction or a series of transactions (including a transaction or a series of transactions with an Affiliate (as such term is defined in the Canada Business Corporation Act) agreed to before or on the later of (i) Maturity Date, or (ii) the date on which the Financing is fully repaid:

i) the sale, transfer, conveyance or license or other right to use of a substantial part (50% or more of the value) of the assets of the Borrower to a third party (or a group of third parties) dealing at arm's length;

$\mathbf{ii}$ the sale, transfer or conveyance (including any share exchange) of 50% or more of the issued and outstanding voting and/or participating shares from the share capital of the Borrower or of the Corporate Guarantor to a third party (or a group of third parties) dealing at arm's length:

a Change of Control of the Borrower or the Corporate Guarantor (excluding further to $\overline{iii}$ an amalgamation);

the amalgamation of the Borrower or the Corporate Guarantor with a third party (or a $iv)$ group of third parties) dealing at arm's length;

the Borrower or Corporate Guarantor directly or indirectly becoming listed on a stock $V)$ exchange;

vi) any repayment, prepayment or deemed prepayment of the Financing; or

vii) the occurrence of any event of default under the Letter of Offer;

(each a "Performance Bonus Event")

BDC Capital will have the option to demand, at any time in its sole discretion after the occurrence of any one or more Performance Bonus Events, and the Borrower will pay, no later than 30 days following the demand, an additional compensation premium in the form of a performance bonus (each a "Performance Bonus") together with interest on the Performance Bonus from and after the expiry of such 30 day period to the date of payment at the highest rate of interest applicable to the Financing, notwithstanding any repayment, prepayment or deemed prepayment of the Financing. The Borrower's obligation to pay the Performance Bonus to BDC Capital shall survive the prepayment or repayment of the Financing and shall continue to be secured by the Security.

In the event of a Performance Bonus Event or at the Maturity Date the Performance Bonus will be calculated at the time of demand by BDC Capital, in its sole discretion, and will be calculated as the highest value of the following:

a) 0.3% of the consolidated Annual Gross Sales of the Borrower and the Corporate Guarantor for the last financial year ended before the Performance Bonus Event as calculated using the annual consolidated audited financial statements; or

$b)$ 0.3% of the average of the consolidated Annual Gross Sales of the Borrower and the Corporate Guarantor of the two previous financial years ended before the Performance Bonus Event as calculated using the annual consolidated audited financial statements for each year.

If BDC Capital does not exercise its option to demand payment of the Performance Bonus following a Performance Bonus Event or there is no such Performance Bonus Event prior to the Maturity Date, the Performance Bonus will nonetheless survive until and be payable, upon demand, at the Maturity Date. At that time, the Maturity Date will be considered the date of the Performance Bonus Event for calculating the Performance Bonus.

All other terms and conditions of your financing with BDC Capital remain unchanged.

Yours truly,

$Chal$

Nicholas Drake Director, Growth & Transition Capital $\mathbf{\widehat{m}}$ : (604) 666-7815 604) 318-1113 ^t: [email protected]

Matt Price Managing Director, Growth & Transition Capital $\mathbf{\widehat{m}}$ : (604) 666-7875 604) 360-2402 ੀ: [email protected]

Encl.

Business Development Bank of Canada 5577 153A Street Suite 301 Surrey, BC V3S5K7

Attention: Nicholas Drake

$\bar{e}$

$\mathbf{r}$

Re: BDC Loan 155416-01

The undersigned accept the terms and conditions set forth in BDC Capital's Letter of Amendment dated March 9, 2020.

Signed this 13 day of ___March_		2020.
(date)	(month) (year)

BORROWER
Kits Eyecare Ltd.

		, Authorized Signing Officer

Name: _Roger Hardy
[Please print name of signing party]

GUARANTOR
LD Vision Group Inc.

		, Authorized Signing Officer

Name: _Roger Hardy [Please print name of signing party]

BDCID: 10021906853

September 29, 2020

Roger Hardy & Sabrina Liak Kits Eyecare Ltd. 1020 - 510 Seymour St Vancouver, BC, V6B 3J5

Re: BDC Capital Financing 155416-01

We write in reference to our Letter of Offer/Loan Agreement/Other Documents dated March 26, 2019 related to Financing No. 155416-01, and any subsequent amendments thereto, BDC Capital Inc. (« BDC Capital »), a wholly owned subsidiary of Business Development Bank of Canada (« the Bank »), subject to the terms set out below, the following amendments will be made to your Financing.

The amendments shall take effect upon receipt by BDC Capital of the Acceptance Form duly signed by all signatories no later than November 6, 2020.

Amendments - Financing Number 155416-01:

SECURITY

The following existing Security relating to the Financing:

LD Vision Group Inc. (the "Corporate Guarantor")

(the Corporate Guarantor is also sometimes referred to herein as the "Guarantor").

is modified and is now replaced with:

Kits.com Technologies Inc. (the "Corporate Guarantor")

(the Corporate Guarantor is also sometimes referred to herein as the "Guarantor").

UNDERLYING CONDITIONS

The following underlying conditions no longer apply to the Financing:

• b) Total Debt to Book Equity Ratio of a maximum of 0.70:1.00 tested quarterly with the first test being for the quarter ended September 30, 2020. Total Debt is defined as all debt outstanding, including the outstanding amount of the BDC Capital Financing and Book Equity is defined as Tangible Equity less the outstanding amount of the BDC Capital Financing. The Total Debt to Book Equity test will be revised at BDC Capital's sole discretion should the accounting entries differ from our authorized program.

The following underlying conditions have been added to the Financing

d) Minimum balance of cash and cash equivalents of \$1,500,000, tested quarterly.

The above mentioned ratios shall be calculated on the basis of the consolidated financial statements of the Borrower and the Corporate Guarantor.

The following existing underlying condition relating to the Financing

a) Quick ratio of 0.60:1.00, tested quarterly increasing to i) 0.70:1.00 on July 1st, 2020 and ii) 0.80:1:00 on October 1st, 2020 and thereafter. Quick Ratio is defined as Cash plus Accounts Receivables, divided by Current Liabilities net of the current portion of long term debt. BDC Capital reserves the right, in its sole discretion, to reset the Quick Ratio and Total Debt to Book Equity ratios within 60 days after receiving the first accountant prepared financial statements for Kits Evecare Ltd., in order to adjust for differences in accounting methodologies.

is modified and is now replaced with:

In addition, so long as any amount owing under or pursuant to this Letter of Offer or any other Financing Document remains unpaid, the financial ratios mentioned below must be met at all time by the Borrower and the Corporate Guarantor, on a consolidated basis, if applicable

a) A minimum Working Capital Ratio of 1.0:1.0. For the purposes of calculating the Working Capital Ratio, Current Liabilities will not include credit card payables.

The following existing underlying condition relating to the Financing

The Borrower and Corporate Guarantor shall remit to BDC Capital annually no later than 120 days after year end, an updated quarterly forecast for the upcoming fiscal year. The forecast should include income statement, balance sheet and cash flow statement and should highlight estimated financial performance relative to covenant calculations.

BDC Capital reserves the right to request internal prepared financial statements for Rain City Labs Inc. at any point during the term of this Financing.

is modified and is now replaced with :

The Financing Parties shall remit to BDC Capital the internal financial statements for the following Financing Parties, on a consolidated basis, within 45 days after the end of each quarter:

Kits Eyecare Ltd. - Consolidated by client financial statements; D.

estimated financial performance relative to covenant calculations.

BDC Capital reserves the right to request internal prepared financial statements for Rain City Labs Inc. at any point during the term of this Financing.

The following existing underlying condition relating to the Financing

In addition, the Borrower and the Corporate Guarantor agree to maintain the present remuneration program in favor of Roger Hardy, Sabrina Liak, Joseph Thompson, Arshil Abdulla, Fayaz Abdulla, Shaneef Mitha and immediate family members (including salaries, dividends, bonuses, total rent, benefits and other advantages) at a level no higher than \$900,000.00 per annum.

is modified and is now replaced with:

In addition, the Borrower and the Corporate Guarantor agree to maintain the present remuneration program in favor of Roger Hardy, Sabrina Liak, Joseph Thompson, Arshil Abdulla, Fayaz Abdulla, Shaneef Mitha and immediate family members (including salaries, dividends, bonuses, total rent, benefits and other advantages, but excluding options or other share based compensation) at a level no higher than \$900,000.00 per annum.

The following existing underlying condition relating to the Financing

c) Total Debt to Trailing Twelve Month (TTM) EBITDA less than 5.50:1.00, tested quarterly reducing to i) 5.25:1.00 on January 1st, 2020 ii) 4.25:1.00 on April 1st, 2020 ii) 3.50:1.00 on Oct 1. 2020 and therafter. Subsequent to October 1st. 2020, should Total Debt to TTM EBITDA exceed 4.00:1.00 at any time, in addition to this being a covenant breach, BDC Capital will also increase the Variance by 0.50% until such time as the ratio is reduced to less than 4.00:1.00.

is modified and is now replaced with :

b) Total Debt to Trailing Twelve Month (TTM) EBITDA less than 4.25:1.0, tested quarterly, reducing to 4.00:1.0 on October 1, 2020, reducing to 3.75:1.0 on July 1, 2021 and reducing to 3.50:1 on October 1, 2021 and thereafter. Should Total Debt to TTM EBITDA exceed the aforementioned limits at any time, in addition to this being a covenant breach, BDC Capital will also increase the Variance by 0.50% until such time the financial statements indicate that Total Debt to TTM EBITDA is less than the maximum permitted value

Total Debt will include current and long term portions of all term debts, BDC Capital financings, capital leases, amounts owed on credit cards and operating lines but will exclude current and long term portions of operating leases and any share capital that is postponed and subordinated in writing to BDC Capital.

The following existing underlying condition relating to the Financing

d) Fixed charge coverage ratio of a minimum of 1.25:1.00, tested annually starting on January 1st, 2020. Fixed Charge Coverage Ratio (FCCR) means the ratio of (A) EBITDA for such period less (i) current income taxes during such period taken from the annual financial statements, (ii)

Unfunded Capital Expenditures incurred during the applicable period, (iii) Distributions paid during such period; by (B) the sum of (i) CPTD and (ii) the Interest Expenses for such period. is modified and is now replaced with:

c) Fixed Charge Coverage Ratio of a minimum of 1.1:1.0, tested quarterly starting on October 1st, 2020. Effective July 1, 2021, the Fixed Charge Coverage Ratio will be increased to a minimum of 1.15:1.00 and further increased to a minimum of 1.25:1 on October 1st, 2021. Fixed Charge Coverage Ratio (FCCR) means the ratio for the trailing twelve month period of (A) EBITDA for such period less (i) current income taxes during such period, (ii) Unfunded Capital Expenditures incurred during the applicable period, (iii) Distributions paid during such period; by (B) the sum of (i) CPTD and (ii) the Interest Expenses for such period. Note that for each fiscal year end BDC will conduct a review of the FCCR covenant based on the annual audited financial statements where all values including current income taxes will be taken from the annual audited financial statements. Note that BDC Capital may, in its sole discretion, permit specific Unfunded Capital Expenditures that have been approved in writing by BDC Capital to be excluded from the above calculation.

The following existing underlying condition relating to the Financing

e) Maximum funded and unfunded capital expenditures of \$125,000 annually net of dispositions

The above mentioned ratios and amounts shall be calculated on the basis of the consolidated financial statements of the Borrower and the Corporate Guarantor.

is modified and is now replaced with :

e) Maximum funded and unfunded capital expenditures of \$250,000 annually net of dispositions.

The above mentioned ratios and amounts shall be calculated on the basis of the consolidated financial statements of the Borrower and the Corporate Guarantor.

REPAYMENT CONDITIONS

The following existing repayment condition relating to the Financing:

The Borrower and/or Corporate Guarantor may prepay all or part of the Financing's outstanding principal, subject to the following prepayment schedule:

-3% of the outstanding Financing within the first 12 months succeeding disbursement;
2% of the outstanding Financing within 13-24 months succeeding disbursement;

1% of the outstanding Financing within 25-36 months succeeding disbursement;
No penalty after the 36th month succeeding disbursement is completed.] is modified and is now replaced with:

The Borrower and/or Corporate Guarantor may prepay all or part of the Financing's outstanding principal, subject to the following prepayment schedule:

3% of the outstanding Financing prior to October 1 2021;
2% of the outstanding Financing from October 2, 2021 to October 1, 2022;
1% of the outstanding Financing from October 2, 2022 to October 1, 2023;
No penalty on or after October 2, 2023;

ADDITIONAL RETURN

The following existing additional return conditions relating to the Financing

In addition to the other payments herein set forth, at Maturity Date or in the event of:

$\ddot{\mathbf{i}}$ the sale, transfer, conveyance or license or other right to use of a substantial part (50%) or more of the value) of the assets of the Borrower to a third party (or a group of third parties) dealing at arm's length:

$\mathsf{ii}$ the sale, transfer or convevance (including any share exchange) of 50% or more of the issued and outstanding voting and/or participating shares from the share capital of the Borrower or of the Corporate Guarantor to a third party (or a group of third parties) dealing at arms $length:$

a Change of Control of the Borrower or the Corporate Guarantor (excluding further to iii) an amalgamation);

the amalgamation of the Borrower or the Corporate Guarantor with a third party (or a iv) group of third parties) dealing at arm 's length;

the Borrower or Corporate Guarantor directly or indirectly becoming listed on a stock V) exchange;

any repayment, prepayment or deemed prepayment of the Financing; o vi)

the occurrence of any event of default under the Letter of Offe vii)

(each a "Performance Bonus Event")

Bonus from and after the expiry of such 30 day period to the date of payment at the highest rate of interest applicable to the Financing, notwithstanding any repayment, prepayment or deemed prepayment of the Financing. The Borrower's obligation to pay the Performance Bonus to BDC Capital shall survive the prepayment or repayment of the Financing and shall continue to be secured by the Security.

0.3% of the consolidated Annual Gross Sales of the Borrower and the Corporate a) Guarantor for the last financial year ended before the Performance Bonus Event as calculated using the annual consolidated audited financial statements; or

0.3% of the average of the consolidated Annual Gross Sales of the Borrower and the Corporate Guarantor of the two previous financial years ended before the Performance Bonus Event as calculated using the annual consolidated audited financial statements for each year.

is modified and is now replaced with:

In addition to the other payments herein set forth, at Maturity Date or in the event of:

the sale, transfer, conveyance or license or other right to use of a substantial part (50% i) or more of the value) of the assets of the Borrower to a third party (or a group of third parties) dealing at arm's length;

the sale, transfer or conveyance (including any share exchange) of 50% or more of the ii) issued and outstanding voting and/or participating shares from the share capital of the Borrower or of the Corporate Guarantor to a third party (or a group of third parties) dealing at arms length,

a Change of Control of the Borrower or the Corporate Guarantor (excluding further to iii) an amalgamation):

$\mathsf{iv}$ the amalgamation of the Borrower or the Corporate Guarantor with a third party (or a group of third parties) dealing at arm 's length;

V) the Borrower or Corporate Guarantor directly or indirectly becoming listed on a stock

exchange;

any repayment, prepayment or deemed prepayment of the Financing; o vi)
vii) the occurrence of any event of default under the Letter of Offe

(each a "Performance Bonus Event")

0.45% of the consolidated Annual Gross Sales of the Borrower and the Corporate a) Guarantor for the last financial year ended before the Performance Bonus Event as calculated using the annual consolidated audited financial statements; or

0.45% of the average of the consolidated Annual Gross Sales of the Borrower and the b) Corporate Guarantor of the two previous financial years ended before the Performance Bonus Event as calculated using the annual consolidated audited financial statements for each year.

OTHER AMENDMENTS

In addition to the above, BDC Capital hereby consents to the following corporate actions referenced in the schedules to the Letter of Offer:

Schedule A, Section VI, Negative Covenants 8. BDC Capital hereby provides written consent for the company to adopt IFRS accounting standards

Schedule A, Section V, Negative Covenants 3, 4, 5 and 8. BDC Capital hereby provides written consent to the distribution of shareholdings in Rain City Labs Inc. to their respective beneficiaries, provided there is no change of the relative economic interest of each of the ultimate beneficiaries. The aforementioned distribution of shares will not constitute a Change of Control event or Event of Default

Schedule A, Section V, Negative Covenants 3, 4, 5 and 8. BDC Capital hereby provides written consent to the transfer of shareholdings from The Arshil Abdulla 2013 Family Trust, a trust controlled by Arshil Abdulla, The Fayaz Abdulla 2013 Family Trust, a trust controlled by Fayaz

Abdulla, and The Shaneef Mitha 2013 Family Trust, a trust controlled by Shaneef Mitha to LD Group Holdings, Ltd., with no change of the relative economic interest of each of the ultimate beneficiaries. The aforementioned distribution of shares will not constitute a Change of Control event or Event of Default

Additionally, effective June 30, 2020, BDC Capital waived the i) Quick Ratio covenant and ii) the Total Debt to Book Equity Ratio covenant.

All other terms and conditions of your financing with BDC Capital remain unchanged.

We confirm that we have informed you and you have agreed thata transaction fee in the amount of \$10,000.00 will be automatically withdrawn from your account on your nextpayment date.

Yours truly,

Nicholas Drake

Nicholas Drake Director, Growth and Transition Capital Phone: (604) 666-7815 Nicholas [email protected]

Matt Price

Matt Price Managing Director, Growth and Transition Capital Phone: (604) 666-78 75 Matt PRICE @bdc.ca

Business Development Bank of Canada 5577 153A Street Suite 301 Surrey, BC, V3S5K7

Attention: Nicholas Drake

Re: BDC Loan 155416-01

The undersigned accept the terms and conditions set forth in BDC Capital's Letter of Amendment dated September 29, 2020.

30 Signed this __ day of ___, ____.		September	2020
	(date)	(month)	(year)

BORROWER

Kits Eyecare Ltd.

________________________________________, Authorized Signing Officer

Name: ___________________________________ Roger Hardy

[Please print name of signing party]

GUARANTOR

Kits.com Technologies Inc.

________________________________________, Authorized Signing Officer

Name: ___________________________________ Roger Hardy

[Please print name of signing party]

Your repayment schedule

Kits Eyecare Ltd.

Summary

Schedule requested on: 2020/08/20

Loan number: 155416 - 01 Description: Buying a business Loan amount: \$23,400,000.00

Your repayment schedule

	Repayment date	Initial balance	Principal	Interest	Total amount	Balance
1	2020/09/15	\$21,400,000.00	\$250,000.00	\$117,816.94	\$367,816.94	\$21,150,000.00
2	2020/10/15	\$21,150,000.00	\$250,000.00	\$112,684.43	\$362,684.43	\$20,900,000.00
3	2020/11/15	\$20,900,000.00	\$250,000.00	\$115,064.20	\$365,064.20	\$20,650,000.00
4	2020/12/15	\$20,650,000.00	\$250,000.00	\$110,020.50	\$360,020.50	\$20,400,000.00
5	2021/01/15	\$20,400,000.00	\$250,000.00	\$112,450.43	\$362,450.43	\$20,150,000.00
6	2021/02/15	\$20,150,000.00	\$250,000.00	\$111,239.04	\$361,239.04	\$19,900,000.00
7	2021/03/15	\$19,900,000.00	\$250,000.00	\$99,227.40	\$349,227.40	\$19,650,000.00
8	2021/04/15	\$19,650,000.00	\$250,000.00	\$108,478.77	\$358,478.77	\$19,400,000.00
9	2021/05/15	\$19,400,000.00	\$250,000.00	\$103,643.83	\$353,643.83	\$19,150,000.00
10	2021/06/15	\$19,150,000.00	\$250,000.00	\$105,718.50	\$355,718.50	\$18,900,000.00
11	2021/07/15	\$18,900,000.00	\$250,000.00	\$100,972.60	\$350,972.60	\$18,650,000.00
12	2021/08/15	\$18,650,000.00	\$250,000.00	\$102,958.22	\$352,958.22	\$18,400,000.00
13	2021/09/15	\$18,400,000.00	\$250,000.00	\$101,578.08	\$351,578.08	\$18,150,000.00
14	2021/10/15	\$18,150,000.00	\$250,000.00	\$96,965.75	\$346,965.75	\$17,900,000.00
15	2021/11/15	\$17,900,000.00	\$250,000.00	\$98,817.81	\$348,817.81	\$17,650,000.00
16	2021/12/15	\$17,650,000.00	\$250,000.00	\$94,294.52	\$344,294.52	\$17,400,000.00
17	2022/01/15	\$17,400,000.00	\$250,000.00	\$96,057.54	\$346,057.54	\$17,150,000.00
18	2022/02/15	\$17,150,000.00	\$250,000.00	\$94,677.40	\$344,677.40	\$16,900,000.00
19	2022/03/15	\$16,900,000.00	\$250,000.00	\$84,268.49	\$334,268.49	\$16,650,000.00
20	2022/04/15	\$16,650,000.00	\$250,000.00	\$91,917.12	\$341,917.12	\$16,400,000.00
21	2022/05/15	\$16,400,000.00	\$250,000.00	\$87,616.44	\$337,616.44	\$16,150,000.00
22	2022/06/15	\$16,150,000.00	\$250,000.00	\$89,156.85	\$339,156.85	\$15,900,000.00

Your repayment schedule

Kits Eyecare Ltd.

23	2022/07/15	\$15,900,000.00	\$250,000.00	\$84,945.20	\$334,945.20	\$15,650,000.00
24	2022/08/15	\$15,650,000.00	\$250,000.00	\$86,396.58	\$336,396.58	\$15,400,000.00
25	2022/09/15	\$15,400,000.00	\$250,000.00	\$85,016.44	\$335,016.44	\$15,150,000.00
26	2022/10/15	\$15,150,000.00	\$250,000.00	\$80,938.35	\$330,938.35	\$14,900,000.00
27	2022/11/15	\$14,900,000.00	\$250,000.00	\$82,256.17	\$332,256.17	\$14,650,000.00
28	2022/12/15	\$14,650,000.00	\$250,000.00	\$78,267.12	\$328,267.12	\$14,400,000.00
29	2023/01/15	\$14,400,000.00	\$250,000.00	\$79,495.89	\$329,495.89	\$14,150,000.00
30	2023/02/15	\$14,150,000.00	\$250,000.00	\$78,115.76	\$328,115.76	\$13,900,000.00
31	2023/03/15	\$13,900,000.00	\$250,000.00	\$69,309.59	\$319,309.59	\$13,650,000.00
32	2023/04/15	\$13,650,000.00	\$250,000.00	\$75,355.47	\$325,355.47	\$13,400,000.00
33	2023/05/15	\$13,400,000.00	\$250,000.00	\$71,589.05	\$321,589.05	\$13,150,000.00
34	2023/06/15	\$13,150,000.00	\$250,000.00	\$72,595.20	\$322,595.20	\$12,900,000.00
35	2023/07/15	\$12,900,000.00	\$250,000.00	\$68,917.81	\$318,917.81	\$12,650,000.00
36	2023/08/15	\$12,650,000.00	\$250,000.00	\$69,834.93	\$319,834.93	\$12,400,000.00
37	2023/09/15	\$12,400,000.00	\$250,000.00	\$68,454.80	\$318,454.80	\$12,150,000.00
38	2023/10/15	\$12,150,000.00	\$250,000.00	\$64,910.95	\$314,910.95	\$11,900,000.00
39	2023/11/15	\$11,900,000.00	\$250,000.00	\$65,694.52	\$315,694.52	\$11,650,000.00
40	2023/12/15	\$11,650,000.00	\$250,000.00	\$62,239.73	\$312,239.73	\$11,400,000.00
41	2024/01/15	\$11,400,000.00	\$250,000.00	\$62,856.59	\$312,856.59	\$11,150,000.00
42	2024/02/15	\$11,150,000.00	\$250,000.00	\$61,385.93	\$311,385.93	\$10,900,000.00
43	2024/03/15	\$10,900,000.00	\$250,000.00	\$56,137.98	\$306,137.98	\$10,650,000.00
44	2024/04/15	\$10,650,000.00	\$250,000.00	\$58,633.20	\$308,633.20	\$10,400,000.00
45	2024/05/15	\$10,400,000.00	\$250,000.00	\$55,409.83	\$305,409.83	\$10,150,000.00
46	2024/06/15	\$10,150,000.00	\$250,000.00	\$55,880.47	\$305,880.47	\$9,900,000.00
47	2024/07/15	\$9,900,000.00	\$250,000.00	\$52,745.90	\$302,745.90	\$9,650,000.00
48	2024/08/15	\$9,650,000.00	\$250,000.00	\$53,127.73	\$303,127.73	\$9,400,000.00
49	2024/09/15	\$9,400,000.00	\$250,000.00	\$51,751.37	\$301,751.37	\$9,150,000.00
50	2024/10/15	\$9,150,000.00	\$250,000.00	\$48,750.00	\$298,750.00	\$8,900,000.00

Your repayment schedule

Kits Eyecare Ltd.

51	2024/11/15	\$8,900,000.00	\$250,000.00	\$48,998.63	\$298,998.63	\$8,650,000.00
52	2024/12/15	\$8,650,000.00	\$250,000.00	\$46,086.07	\$296,086.07	\$8,400,000.00
53	2025/01/15	\$8,400,000.00	\$250,000.00	\$46,303.12	\$296,303.12	\$8,150,000.00
54	2025/02/15	\$8,150,000.00	\$250,000.00	\$44,992.46	\$294,992.46	\$7,900,000.00
55	2025/03/15	\$7,900,000.00	\$250,000.00	\$39,391.78	\$289,391.78	\$7,650,000.00
56	2025/04/15	\$7,650,000.00	\$250,000.00	\$42,232.20	\$292,232.20	\$7,400,000.00
57	2025/05/15	\$7,400,000.00	\$250,000.00	\$39,534.24	\$289,534.24	\$7,150,000.00
58	2025/06/15	\$7,150,000.00	\$250,000.00	\$39,471.92	\$289,471.92	\$6,900,000.00
59	2025/07/15	\$6,900,000.00	\$250,000.00	\$36,863.01	\$286,863.01	\$6,650,000.00
60	2025/08/15	\$6,650,000.00	\$250,000.00	\$36,711.65	\$286,711.65	\$6,400,000.00
61	2025/09/15	\$6,400,000.00	\$250,000.00	\$35,331.50	\$285,331.50	\$6,150,000.00
62	2025/10/15	\$6,150,000.00	\$250,000.00	\$32,856.17	\$282,856.17	\$5,900,000.00
63	2025/11/15	\$5,900,000.00	\$250,000.00	\$32,571.23	\$282,571.23	\$5,650,000.00
64	2025/12/15	\$5,650,000.00	\$250,000.00	\$30,184.93	\$280,184.93	\$5,400,000.00
65	2026/01/15	\$5,400,000.00	\$250,000.00	\$29,810.96	\$279,810.96	\$5,150,000.00
66	2026/02/15	\$5,150,000.00	\$0.00	\$28,430.82	\$28,430.82	\$5,150,000.00
67	2026/03/15	\$5,150,000.00	\$5,150,000.00	\$25,679.46	\$5,175,679.46	\$0.00

The information is provided for indicative purposes only. These amounts represent estimated principal and interest payments only; all payment obligations will be those described in the letter of offer (including amendments) and confirmed debit/billing advices. For a floating rate loan, the simulation table provided herein is based on the current interest rate, as if the rate remained unchanged whereas the loan payments of a floating rate loan will vary with each modification of the interest rate. Repayment schedule and interest amounts may change when the fixed interest rate expires.

BDCID: 10020221056

April 21, 2020

Mr. Roger Hardy Kits Eyecare Ltd. 1020 - 510 Seymour St Vancouver, BC V6B 3J5

Re: BDC Capital Financing 155416-01

Dear Mr. Hardy:

We write in reference to our Letter of Offer related to Financing No. 155416-01 , and any subsequent amendments thereto, BDC Capital Inc., a wholly owned subsidiary of Business Development Bank of Canada , subject to the terms set out below, the following amendments will be made to your Financing.

The amendments shall take effect upon receipt by BDC Capital of the Acceptance Form duly signed by all signatories no later than April 30, 2020.

Amendments – Financing Number 155416-01:

REPAYMENT

Instalments and Balloon Payment

Principal of the Financing shall be payable by way of consecutive Monthly instalments commencing on May 15, 2020 and continuing up to and including March 15, 2026 (the "Maturity Date ") and by way of one balloon payment of \$5,150,000.00, payable on the Maturity Date. The amounts of the principal instalments are as follows:

Instalment Numbers	Instalment Amount	Start Date
69	\$250,000.00	15/05/2020
1	\$0.00	15/02/2026
1	\$5,150,000.00	15/03/2026

Interest is payable monthly in arrears on the 15th day of month (the "Payment Date ") commencing on the next occurring Payment Date following the first advance on the Financing.

On the Maturity Date, all other amounts owing pursuant to the Financing Documents will become due and payable.

All payments are to be made on the 15th day of the month (the "Payment Date"). This change will come into effect six (6) working days after the date of this letter.

All other terms and conditions of your financing with BDC Capital remain unchanged.

Yours truly,

Umar Raheel Nicholas Drake Senior Analyst, Growth & Transition Capital Director, Growth and Transition Capital Phone: (604) 658-8325 Fax: (604) 666-7251 [email protected]

Umar Raheel Nicholas Drake

Phone: (604) 666-7815 [email protected]

Encl.

Business Development Bank of Canada 5577 153A Street Suite 301 Surrey, BC V3S5K7

Attention: Umar Raheel

Re: BDC Loan 155416-01

The undersigned accept the terms and conditions set forth in BDC Capital's Letter of Amendment dated April 21, 2020 .

	23		April Signed this __ day of ___, ____.	2020
	(date)		(month)	(year)
BORROWER
Kits Eyecare Ltd.


					__________, Authorized Signing Officer
	Sabrina Liak
Name:			_____
		[Please print name of signing party]

GUARANTOR

LD Vision Group Inc.


					__________, Authorized Signing Officer
Name:		Sabrina Liak	_____

[Please print name of signing party]

AI assistant

Kits Eyecare Ltd. — Capital/Financing Update 2020

47986_rns_2020-12-17_e6c38a59-7298-4a14-9442-a7e7675ba0ed.pdf

Re: Letter of Offer of financing no. 155416 - 01 granted to Kits Eyecare Ltd.

Excess Cash Flow Sweep (ECFS)

CONDITIONS PRECEDENT TO DISBURSEMENT:

a) Requested documents:

UNDERLYING CONDITIONS:

Cancellation Fee

Standby Fee

Financing Management Fee

Legal Fees and Expenses Documents remains unpaid.

CONSENT AND ACCEPTANCE

SCHEDULE A

SECTION I DEFINITIONS

SECTION II PREPAYMENT DEFINITIONS

$(1 + (DR / 12))^t$

SECTION III REPRESENTATIONS AND WARRANTIES

SECTION IV COVENANTS

SECTION V NEGATIVE COVENANTS

SECTION VI EVENTS OF DEFAULT

SECTION VII GENERAL TERMS AND CONDITIONS

Interest Cap

Other Available Interest Rate Plans

Interest Adjustment Date

Pre-Authorized Payment System

Application of Payments

Consent to Disclosure and Exchange of Information

Notices

SCHEDULE B

Corporate Guarantee

UNLIMITED GUARANTEE

1. DEBT AND SECURITY

2. GUARANTEE

3. LIABILITY AS PRINCIPAL DEBTOR

4. LIABILITY NOT DIMINISHED BY ACTS OF BDC CAPITAL OR THE BORROWER

5. SUBROGATION

6. RELEASE

7. PAYMENT AND REMEDYING DEFAULTS

8. NO COLLATERAL AGREEMENTS OR REPRESENTATIONS

9. CHANGES MUST BE IN WRITING

10. JOINT AND SEVERAL LIABILITY

11. JURISDICTION

12. ASSIGNS

(SIGNATUREPAGEFOLLOWSJ

SOLICITOR'S CERTIFICATE

SCHEDULE C

SCHEDULE D

none

SCHEDULE E

Memorandum of Understanding Re: EBITDA and Excess Available Funds calculations

DEFINITIONS:

BDCID: 10016329970

Re: BDCC Financing 155416-01

Amendments - Financing Number 155416-01:

SECURITY

Re: BDC Loan 155416-01

BORROWER

GUARANTOR

BDCID: 10018436708

Re: BDC Capital Financing 155416-01

Amendments - Financing Number 155416-01:

UNDERLYING CONDITIONS

ADDITIONAL RETURN

Re: BDC Loan 155416-01

Re: BDC Capital Financing 155416-01

Amendments - Financing Number 155416-01:

SECURITY

UNDERLYING CONDITIONS

REPAYMENT CONDITIONS

ADDITIONAL RETURN

OTHER AMENDMENTS

Re: BDC Loan 155416-01

BORROWER

GUARANTOR

Your repayment schedule

Kits Eyecare Ltd.

Summary

Your repayment schedule

Your repayment schedule

Kits Eyecare Ltd. Capital/Financing Update 2020