Melkior Resources Inc. — Capital/Financing Update 2021

Dec 7, 2021

AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT

THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (as amended, modified or restated from time to time, this “ Amendment ”) dated as of September 15, 2021 (the “ Effective Date ”), is entered into by and among: (a) BASTION CONSUMER FUNDING II LLC , a Delaware limited liability company (in its capacity as agent for itself and the other Lenders, together with its successors and assigns, “ Agent ”); (b) the lenders who are party hereto (and together with their respective successors and assigns, individually, a “ Lender ” and collectively, “ Lenders ”); (c) OPUS TRUST I , a Delaware statutory trust (“ Opus I ”), (d) OPUS TRUST II , a Delaware statutory trust (“ Opus II ”; each of Opus I and Opus II, a “ Debtor ” and, collectively, the “ Debtors ”); (e) CREDIT FRESH HOLDINGS, INC. , a Delaware corporation, (“ Beneficial Interest Holder” ) and (f) Propel Holdings Inc.

RECITALS

WHEREAS , the parties hereto have entered into a Loan and Security Agreement dated as of March 24, 2021 (the “ Loan Agreement ”) and now wish to amend the Loan Agreement to the extent and in the manner set forth herein;

NOW THEREFORE , the parties hereto, intending to be legally bound, agree as follows:

1. Definitions . Capitalized terms used herein without definition have the meanings specified in the Loan Agreement.

2. Amendment to Definition of “Collateral”. The following new clause (c) is hereby inserted at the end of the definition of “Collateral” in Section 1 of the Loan Agreement:

[Redacted Competitively Sensitive and Prejudicial Information]

“(c) Notwithstanding the foregoing, Collateral shall exclude Opus II’s deposit account with Bank Partner 2 ***

“ ” 3. Amendment to Definition of Receivables Sale Agreement . Clause (ii) of the definition of “Receivables Sale Agreement” contained in Section 1 of the Loan Agreement is hereby deleted and replaced with the following: “(ii) that certain Receivables Sale Agreement among Opus II, Bank Partner 2 and Credit Fresh Holdings Inc. dated as of April 2, 2021 (each such agreement, individually, a “ Receivables Purchase Agreement”).”

4. Amendment to Section 8 (c) Deposit Account Control Agreements. The words “ until the date that is 45 days after the Effective Date” contained at the end of Section 8 (c) Deposit Account Control Agreements are hereby deleted.

5. Section 8(hh). The following new Section 8(hh) is hereby inserted in the Loan Agreement immediately after Section 8 (gg):

“Section 8 (hh) New Agreements and Amendments. Debtors and Beneficial Interest Holder agree not to enter into any agreement (including any amendment to the Receivables Purchase Agreement with Bank Partner 2) that would adversely impact the

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[Redacted Competitively Sensitive and Prejudicial Information]

rights of the Lenders, including any such agreement or amendment that expands the obligations that are secured by Opus II’s deposit account with Bank Partner 2 ***

6. Schedule VIII. Paragraph 4. of Schedule VIII to the Loan Agreement is hereby deleted and replaced with: “Receivables Sale Agreement among Opus II, Bank Partner 2 and Credit Fresh Holdings Inc. dated as of April 2, 2021, as amended, modified or restated from time to time”.

7. No Other Changes; Affirmation of Obligations and Liens. Except as explicitly amended by this Amendment, all of the terms and conditions of the Loan Agreement shall remain in full force and effect and shall apply to any Loan made thereunder. Each Obligor hereby approves and consents to the amendments contemplated by this Amendment and agrees that its obligations under the Loan Agreement and the other Loan Documents to which it is a party shall not be diminished as a result of the execution of this Amendment. This acknowledgement by the Obligors is made and delivered to induce the Lenders to enter into this Amendment, and the Obligors acknowledge that the Lenders would not enter into this Amendment in the absence of the acknowledgements contained herein. Each Obligor hereby ratifies and confirms the grant of a security interest in and lien on the Collateral contained in the Loan Documents to which it is a party, which security interest and lien shall continue in full force and effect without interruption and shall constitute the single grant of a security interest and lien.

8. Effectiveness; Conditions Precedent . This Amendment will become effective on the Effective Date, subject to the condition precedent that this Amendment has been signed by Lender and the other parties hereto.

9. Representations; No Events of Default . In order to induce Lenders to execute this Amendment, each Obligor, as of the date of this Amendment, hereby certifies that (i) the representations and warranties of the Obligors contained in Section 6 of the Loan Agreement are true and correct as of the Effective Date (unless such representation or warranty is specific to another date, in which case it is true and correct as of such other date) and (ii) there are no existing Events of Default.

10. General . On and after the effectiveness of this Amendment, each reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Loan Agreement, and each reference in the Loan Documents to the Loan Agreement, shall mean the Loan Agreement, as amended by this Amendment. The Loan Agreement shall continue to be in full force and effect and is hereby ratified and confirmed in all respects.

11. Expenses. Obligors shall pay or reimburse Lenders for attorneys’ fees and costs of Lenders’ legal counsel in connection with the preparation, execution, delivery and consummation of this Amendment.

12. Electronic Signatures; Counterparts . This Amendment may be in one or more counterparts, each of which shall be deemed and original, but all of which together shall constitute one and the same instrument. This Amendment may be executed by a party by electronic transmission of the party’s signature, and said electronic transmission copy shall have the same force and effect as any originally-signed document delivered in person.

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13. Miscellaneous . This Amendment shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto. To the extent any provision of this Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in any such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Amendment in any jurisdiction. For the avoidance of doubt, this Amendment shall be deemed a Loan Document.

14. Limitation of Liability . The parties hereto are put on notice and hereby acknowledge and agree that (i) this Amendment is executed or entered into by or on behalf of Wilmington Savings Fund Society, FSB, not individually or personally but solely as trustee of the Debtors (the “Trustee”), in the exercise of the powers and authority conferred and vested in it as Trustee under the Trust Agreements, subject to the protections, indemnities and limitations from liability afforded to the Trustee thereunder, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Trustee or the Debtors is made and intended not as personal representations, covenants, undertakings and agreements by the Trustee but is made and intended for the purpose of binding only the Debtors and its assets, (iii) nothing herein contained shall be construed as creating any liability on the Trustee, individually or personally, to perform any agreement, undertaking or covenant, either expressed or implied, contained herein of the Trustee or of the Debtors, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) the Trustee has not verified or made any investigation as to the accuracy or completeness of any representations and warranties, if any, made by the Trustee or the Debtors and (v) under no circumstances shall the Trustee be personally liable for the payment of any indebtedness or expenses of the Trustee or the Debtors under this Amendment or be liable for the breach or failure of any obligation, representation, undertaking, warranty or covenant made or undertaken by Trustee or the Debtors under this Agreement or any other related documents. All recourse against the Trustee shall be limited to the assets of the Debtors.

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AGENT: ADDRESS: BASTION CONSUMER FUNDING 281 Tresser Boulevard, 5[th] Floor II LLC Stamford, CT 06901 Attention: John Joseph Braden By: (Sgd) John Joseph Braden Name: John Joseph Braden Title: Manager

SIGNATURES CONTINUED ON THE FOLLOWING PAGE

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LENDERS:

ADDRESS:

BASTION CONSUMER FUNDING II LLC

By (Sgd) John Joseph Braden Name: John Joseph Braden Title: Manager

281 Tresser Boulevard, 5[th] Floor Stanford, CT 06901 Attention: John Joseph Braden

REVERE CREDIT OPPORTUNITIES FUND III LP

2301 Cedar Springs Road, Suite 200 Dallas, TX 75201

By: REVERE FUND III GP, LP, its General Partner

By: REVERE CAPITAL CORP., its General Partner

By (Sgd) Clark Briner Name: Clark Briner Title: Authorized Person

VERITEX BANK By (Sgd) Lawrence R. Giglio, Jr Name: Lawrence R. Giglio, Jr Title: VP – Commercial Banking

8214 Westchester, Suite 600 Dallas TX, 75225

OAKWOOD BANK, a Texas state-chartered 17808 Dallas Parkway banking association Dallas, TX 75287

By (Sgd) Ray Kembel Name: Ray Kembel Title: EVP

SIGNATURES CONTINUED ON THE FOLLOWING PAGE

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DEBTORS:

ADDRESS:

OPUS TRUST I

200 Continental Drive, Suite 401, Newark, DE 19713

By: Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as trustee

By (Sgd) Anthony Jeffery

Name: Anthony Jeffery Title: Trust Officer

OPUS TRUST II 200 Continental Drive, Suite 401, Newark, DE 19713

By: Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as trustee

By (Sgd) Anthony Jeffery

Name: Anthony Jeffery Title: Trust Officer

PARENT:

69 Yonge St., Suite 600 Toronto, Ontario, Canada M5E 1K3

PROPEL HOLDINGS INC.

By (Sgd) Clive Kinross

Name: Clive Kinross Title: President and CEO

With copies of notices to

DINSMORE & SHOHL LLP 10 Courthouse Plaza, SW, Suite 1100 Dayton OH 45402 Attention: Lisa S. Pierce

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BENEFICIAL INTEREST HOLDER:

69 Yonge St., Suite 600 Toronto, Ontario, Canada M5E 1K3

CREDIT FRESH HOLDINGS, INC.

By (Sgd) Clive Kinross Name: Clive Kinross Title: President and CEO

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