Pender Growth Fund Inc. — M&A Activity 2021

May 14, 2021

AMENDING AGREEMENT

THIS AGREEMENT is made as of the _____ day of May, 2021. 11th

BETWEEN:

PENDER GROWTH FUND INC. , a company existing under the laws of the Province of British Columbia

(hereinafter referred to as " PTF ")

AND:

WORKING OPPORTUNITY FUND (EVCC) LTD. , a company

existing under the laws of the Province of British Columbia

(hereinafter referred to as " WOF ")

WHEREAS PTF and WOF are party to an arrangement agreement dated April 6, 2021 (the " Arrangement Agreement ") which, among other things, contemplates the Parties will complete a Plan of Arrangement in the form attached to the Arrangement Agreement as Exhibit "A".

AND WHEREAS the Parties have agreed to amend the Plan of Arrangement on the terms set out herein in order to correct a typographical error.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements contained herein and for other good and valuable consideration, the parties agree as follows:

1. Capitalized terms used in this Agreement, but not otherwise defined herein, shall have the meanings ascribed to them in the Arrangement Agreement.

2. Effective as of the date hereof, Section 2.9(a)(v) of the Plan of Arrangement is hereby deleted in its entirety and replaced with the following:

"in respect of each WOF Balanced Share (Series 2) and subject to a maximum increase or decrease amount equal to the Base Price per WOF Balanced Share (Series 2) multiplied by 5%:"

GENERAL

1. The Arrangement Agreement (including the Plan of Arrangement), as amended by this Agreement, is hereby ratified and confirmed and is binding upon the parties hereto in accordance with its terms and, except as expressly provided in this Agreement, remains unamended and in full force and effect. The Arrangement Agreement (including the Plan of Arrangement) and this Agreement shall be read together and shall have effect as if the provisions of the Arrangement Agreement (including the Plan of Arrangement) and the provisions of this Agreement were contained in one agreement.

2. This Agreement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of British Columbia and the laws of Canada applicable therein. Each of the Parties hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of British Columbia in respect of all matters arising under and in relation to this Agreement and waives, to

the fullest extent possible, the defence of an inconvenient forum or any similar defence to the maintenance of proceedings in such courts.

1. Each of the Parties hereto agrees that this Agreement may be executed in counterparts and transmitted by electronic transmission and that the reproduction of signatures in counterpart by way of electronic transmission will be treated as though such reproductions were executed originals.

2. This Agreement shall be binding upon and shall enure to the benefit of the Parties hereto and their respective successors and assigns.

3. Each of the Parties hereto, from time to time hereafter, and upon the reasonable request of the other Party hereto, shall execute and deliver, and make or cause to be made, all such further acts, deeds, assurances and things as may be required or necessary to more effectually implement and carry out the true intent and meaning of this Agreement.

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IN WITNESS WHEREOF the parties have executed this Agreement with effect from the date first written above.

PENDER GROWTH FUND INC.

(signed) "Gina Jones"

Authorized Signatory

Name: ����������

WORKING OPPORTUNITY FUND (EVCC)

LTD.

(signed) "Cindy Oliver"

Authorized Signatory

Name: Cindy Oliver