This is page 1 of 34 pages of a subscription agreement and related appendices, acknowledgements, provisions and forms. Collectively, these pages together are referred to as the "Subscription Agreement".

SNIPP INTERACTIVE INC.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

INSTRUCTIONS TO PURCHASER

1. Complete all the information in the boxes on page 2 and sign where indicated with an "X".
2**.** Complete and sign the "Corporate Placee Registration Form" (Form 4C) that starts on page 4. If you have previously submitted this form to the Exchange and there have been no changes to its content then please check the box to that effect on page 2.
1. [Reserved]

25,000,000 Shares
US$0.20 per Share for a total purchase price of US$5,000,000
On the date hereof, the Purchaser owns, directly or indirectly, the following securities of theIssuer:nil
[Check if applicable]
On the date hereof, the Purchaser is: $\Box$ an insider of the Issuer $\Box$ a director, officer or Promoter of theIssuer
$\Box$ a Voting Holder (as defined herein) $\Box$ a Registrant, as such term is defined in the General Provisions
[Check if applicable]
The Purchaser has on file with the Exchange a current Form 4C

REGISTRATION INSTRUCTIONS	DELIVERY INSTRUCTIONS

Name to appear on certificate	Name and account reference, if applicable
Account reference if applicable	Contact name
Address	Address
	Telephone NumberE-mail

	EXECUTION BY PURCHASER:
Accepted this day of 3022	x
	Signature of individual (if Purchaser is anindividual)
SNIPP INTERACTIVE INC.	x
Per:	Authorized signatory (if Purchaser is not anindividual)

Authorized signatory	Name of Purchaser and/or authorized signatory(please print)
	Name of beneficial purchaser for whom Purchaseris contracting (if applicable) (please print)

N/A
Address of Purchaser (residence)
N/A
Address of beneficial purchaser (if applicable)
N/A
Telephone number and e-mail address

The Issuer accepts the subscription as set forth above on the terms and conditions contained in this Subscription Agreement.

Name	City	Province orState	Country
Bally's CorporationFinal investment decisionsmade by		Delaware	USA

Name	City	Province orState	Country

* If the Control Person is not an individual, provide the name of the individual that makes the investment decisions on behalf of the Control Person.
1. Acknowledgement Personal Information and Securities Laws:
- (a) **"**Personal Information" means any information about an identifiable individual, and includes information contained in sections 1, 2 and 4, as applicable, of this Form.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

(i) the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to this Form; and
(ii) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.
(b) The undersigned acknowledges that it is bound by the provisions of applicable Securities Law, including provisions concerning the filing of insider reports and reports of acquisitions.

Dated	and	certified	(if	applicable),	acknowledged____________________________________ on _______________________, 2022.	and	agreed,	at

(Name of Purchaser – please print)

(Authorized Signature)

(Official Capacity – please print)

(Please print name of individual whose signature appears above)

THIS IS NOT A PUBLIC DOCUMENT

Subscription Agreement (with related appendices, acknowledgements, provisions and forms) Page 6 of 35 pages

[RESERVED]

TERMS

The Offering

The Issuer	Snipp Interactive Inc. (the "Issuer")
Offering	This non-brokered offering (the "Offering" or "Private Placement")consists of 25,000,000 common shares of the Issuer (the "Shares" orthe "Purchased Securities").
Purchase Price	US$5,000,000
Price per Share	US$0.20 per Share
Exemptions	The Offering will be made in accordance with the "offshoreexemption" (BC Instrument 72-503).
Resale restrictions and legends	The Purchased Securities will be subject to a four-month and one-dayhold period under Canadian securities law and the policies of theExchange, that starts to run on Closing.
	The Purchaser acknowledges that any certificates representing thePurchased Securities will bear the following legends:
	"Unless permitted under securities legislation, theholder of this security must not trade the securitybefore [insert the date that is four months and a dayafter the Closing.]"
	"Without prior written approval of the TSX VentureExchangeandcompliancewithallapplicablesecurities legislation, the securities represented bythiscertificatemaynotbesold,transferred,hypothecated or otherwise traded on or through thefacilities of the TSX Venture Exchange or otherwisein Canada or to or for the benefit of a Canadianresident until [insert date that is four months and aday after the Closing]."
Closing Date	The third Business Day following the satisfaction or waiver of all ofthe conditions to closing set forth in Section 5 and 6 of the GeneralProvisions of the Subscription Agreement (other than conditions that,by their terms, are to be satisfied on the Closing Date), or such otherdate as may be mutually agreed upon by the Issuerand thePurchaser.
Finders' Fee	Finders' fees are not payable in connection with the Offering.
Additional definitions	In the Subscription Agreement, the following words have the followingmeanings unless otherwise indicated:
	(a)"Exchange" means the TSX Venture Exchange; and
	(c)"Securities" means the Shares.
Jurisdiction of organization	The Issuer is incorporated under the laws of British Columbia.

Stock exchange listings The common shares of the Issuer are listed on the Exchange. The Issuer will promptly make application to the Exchange to list the Shares issuable pursuant to the Offering.

End of Terms

GENERAL PROVISIONS

1 DEFINITIONS

1.1 In the Subscription Agreement (including the first (cover) page, the Terms on pages 7 to 8, the General Provisions on pages 9 to 28 and the other appendices, acknowledgements, provisions and forms incorporated by reference), the following words have the following meanings unless otherwise indicated:

(a) "1933 Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;
(b) "Affiliate" has the meaning attributed to it in National Instrument 45-106 Prospectus Exemptions.
(c) "Applicable Legislation" means, as applicable, the securities statutes, regulations, rules, rulings and orders in the jurisdictions where the Issuer is a reporting issuer and all applicable policy statements, blanket orders, national instruments and multilateral instruments issued by the securities regulatory authorities in the jurisdictions where the Issuer is a reporting issuer together with the applicable rules and policies of the Exchange;
(d) "Business" means the business of providing incentive marketing technology platforms and related services to brands and retailers;
(e) "Business Day" means any day, other than a Saturday or Sunday, on which commercial banks located in Vancouver, British Columbia, Canada and Providence, Rhode Island, USA are open for banking business during normal banking hours.
(f) "Claim" means any claim (whether or not involving a third party claim), demand, action, suit, damage, loss, cost, liability or expense;
(g) "Closing" means the completion of the sale by the Issuer, and the purchase by the Purchaser, of the Purchased Securities, pursuant to and in accordance with the terms and conditions of the Subscription Agreement;
(h) "Closing Date" has the meaning assigned in the Terms;
(i) "Commissions" means the securities regulatory authorities in each of the jurisdictions where the Issuer is a reporting issuer;
(j) "Contract" means any agreement, indenture, contract, lease, deed of trust, licence, option, instrument, arrangement, understanding or other commitment, whether written or oral;
(k) "COVID-19 Economic Support" means any support payments, loans, benefits or other incentives provided as a result of the COVID-19 pandemic from any Governmental Entity;
(l) "Exchange" has the meaning assigned in the Terms;
(m) "Financial Statements" has the meaning assigned in Section 3.1(s);
(n) "General Provisions" means those portions of the Subscription Agreement headed "General Provisions" and contained on pages 9 to 28;
(o) "Governmental Entity" means (i) any governmental or public department, central bank, court, minister, ministry, governor-in-counsel, cabinet, commission, tribunal, board, bureau, agency, commissioner, commission, regulatory authority or instrumentality, whether international, multinational, national, federal, provincial, state, municipal, local, or other; (ii) any subdivision or authority of any of the above; (iii) any stock exchange; and (iv)

any quasi-governmental or private body exercising any judicial, prosecutorial, regulatory, expropriation or taxing authority under or for the account of any of the above;

(p) "IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board and any interpretations thereof issued by the International Financial Reporting Interpretations Committee;
(q) "Intellectual Property" means domestic and foreign intellectual property and intellectual property rights, whether registered or not, including: (i) patents, applications for patents, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice) and reissues, divisions, continuations, renewals, revisions, extensions, reexaminations and continuations-in-part of patents or patent applications; (ii) copyrights, copyrightable works, copyright registrations and applications for copyright registration; (iii) mask works, mask work registrations and applications for mask work registrations; (iv) designs, design registrations, design registration applications and integrated circuit topographies, (v) trade names, business names, corporate names, domain names, website names and world wide web addresses, trade-marks, common law trade-marks, service marks, trade-mark registrations, trade mark applications, trade dress and logos, and the goodwill associated with any of the foregoing, (vi) rights protecting goodwill and reputation and corporate names together with all the goodwill associated therewith, including, without limitation, the use of the current corporate name; and all registrations and renewals for any of the foregoing, (viii) trade secrets, know how (including unpatented and/or unpatentable proprietary information, systems or procedures), proprietary knowledge and other confidential information; in any case whether registrable or unregistrable and all copies and tangible embodiments of the foregoing;
(r) "Issuer's Public Record" means the documents filed by the Issuer (including its predecessors) on the Issuer's SEDAR profile since April 14, 2010;
(s) "knowledge" means the actual knowledge of the Issuer's Chief Executive Officer, Chief Financial Officer and Executive Vice President of Operations, in each case, after having made due enquiry of relevant personnel and documentation;
(t) "Laws" means any and all applicable (i) laws, constitutions, treaties, statutes, codes, ordinances, orders, decrees, rules, regulations, by-laws, (ii) judgments, orders, writs, injunctions, decisions, awards and directives of any Governmental Entity, (iii) policies, guidelines, notices and protocols, to the extent that such policies, guidelines, notices and protocols have the force of law, and (iv) the rules and policies of the Exchange;
(u) "Material Contract" means each Contract that is material to the business, affairs or operations of the Issuer and its Subsidiaries, and includes, without limitation, the Share Exchange Agreement (as defined in Section 3.1(g)), the business financing agreement between Snipp Interactive Inc. and Western Alliance Bank dated March 27, 2018 and the asset purchase agreement between Snipp Interactive Inc. and Ziploop, Inc. dated September 7, 2018;
(v) "Material Adverse Effect" means any event, fact, circumstance, development, occurrence or state of affairs which could reasonably be expected to have an effect that is materially adverse to the business, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations of the Issuer and the Subsidiaries (taken as a whole), whether or not arising in the ordinary course of business, except to the extent that the material adverse effect results from or is caused by the announcement of the Offering or this Subscription Agreement and the transactions contemplated by it.
(w) "material change", "material fact" and "misrepresentation" have the respective meanings ascribed thereto under Applicable Legislation;
(x) "Open Source Software" means software or other materials in or with any of its products or services, including those generally available or in development, under a license that is either identified as an open source license by the Open Source Institute (www.opensource.org/licenses) or that substantially meets the open source definition (www.opensource/osd), including but not limited to any libraries or code licensed under any the Affero General Public License, General Public License, Lesser General Public License or other similar license (such software and materials under such licenses, "Open Source Software");
(y) "Order" means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Entity;
(z) "Outside Date" means April 30, 2022;
(aa) "Owned Intellectual Property" has the meaning assigned in Section (ee);
(bb) "Person" means an individual, corporation, partnership, trust, fund, association and any other organized group of persons and the personal or other legal representative of a person to whom the context can apply according to law;
(cc) "Personal Information" means any information about an identifiable individual, and includes information provided by the Purchaser in this Subscription Agreement;
(dd) "Private Placement" has the meaning assigned in the Terms;
(ee) "Promoter" means a Person who:
- (i) acting alone or in concert with one or more other Persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the Issuer; or
- (ii) in connection with the founding, organization or substantial reorganization of the business of the Issuer, directly or indirectly receives, in consideration of services or property or both, 10% or more of a class of the Issuer's own securities or 10% or more of the proceeds from the sale of a class of the Issuer's own securities of a particular issue,

but does not include a Person who:

(iii) receives securities or proceeds referred to in paragraph (ii) solely:
- (A) as underwriting commissions; or
- (B) in consideration for property; and
(iv) does not otherwise take part in founding, organizing or substantially reorganizing the business;
(ff) "Purchase Price" means US$5,000,000, representing US$0.20 per Share, being the U.S. dollar equivalent of C$ per Share based on the Bank of Canada's quoted USD/CAD daily average exchange rate of C$ on the date hereof;
(gg) "Purchased Securities" has the meaning assigned in the Terms;
(hh) "Registrant" has the meaning assigned to that term in the Securities Act (British Columbia);
(ii) "Regulatory Authorities" means the Commissions and the Exchange;
(jj) "Securities" has the meaning assigned in the Terms;
(kk) "Subscription Agreement" means the first (cover) page, the Terms on pages 7 to 8, the General Provisions on pages 9 to 28 and the other appendices, acknowledgements, provisions and forms incorporated by reference;
(ll) "Subsidiaries" means any entity that is a subsidiary of the Issuer within the meaning of National Instrument 45-106 – Prospectus Exemptions and includes Snipp Interactive Inc. (USA-Delaware), Snipp Interactive (India) Private Limited (India), Snipp Interactive Limited (Ireland), Snipp Interactive AG (Switzerland), Gambit Digital Promotions Inc (Canada), and Gambit Rewards Inc (USA-Delaware);
(mm) "Tax Returns" means any and all returns, reports, declarations, notices, forms, statements, elections and other documents, filed or required to be filed in respect of Taxes, and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto;
(nn) "Taxes" means any and all taxes, duties, fees, premiums, assessments, imposts, levies and other similar charges of any kind whatsoever imposed by any Governmental Entity and any amounts owing or refunds owing under section 125.7 of the Tax Act, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all licence, franchise and registration fees and all employment insurance, health insurance and Canada, Québec and other government pension plan premiums or contributions, and including those payable or creditable in respect of, arising out of or under any COVID-19 Economic Support;
(oo) "Terms" means those portions of the Subscription Agreement under the heading "Terms"; and
(pp) "Voting Holder" means a Person holding, as of a specified date, securities carrying more than 10% of the voting rights attached to the Issuer's common shares.

1.2 In the Subscription Agreement, unless otherwise specified, currencies are indicated in Canadian dollars.

2 ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

2.1 Acknowledgements concerning the Private Placement

The Purchaser represents and warrants that it is not a resident in British Columbia, and acknowledges that:

(a) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(b) there is no government or other insurance covering the Securities;
(c) there are risks associated with the purchase of the Securities and the Purchaser is knowledgeable or experienced in business and financial matters and is capable of evaluating the merits and risks of an investment in the Purchased Securities and is capable of bearing the economic risk of the investment contemplated by this Subscription Agreement;
(d) the Purchased Securities will be subject to a restricted period on resale prescribed by section 2.5 of National Instrument 45-102 – Resale of Securities;
(e) no prospectus has been or is intended to be filed by the Issuer with the Commissions in connection with the issuance of the Purchased Securities, and the issuance is intended to be exempted from the prospectus and registration requirements of the Applicable Legislation and the Purchaser's name, address, telephone number and the number and value of the Purchased Securities may be disclosed to securities Regulatory Authorities and may become available to the public in accordance with the requirements of Applicable Legislation;
(f) the Securities have not been registered under the 1933 Act or the securities laws of any state of the United States and may not be offered or sold, directly or indirectly, in the United States unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and the Issuer has no obligation or present intention of filing a registration statement with the United States Securities and Exchange commission or any state securities administrator in respect of resales of any of the Securities in the United States;
(g) the Purchaser will provide the Issuer with such information as may be reasonably requested to permit the Issuer to comply with applicable securities Laws in connection with the subscription contemplated hereby; and
(h) the Issuer's counsel are acting as counsel to the Issuer and not as counsel to the Purchaser.

2.2 Representations by the Purchaser

The Purchaser represents and warrants to the Issuer that, as at the date of signing and as at the Closing Date:

(a) The Purchaser is purchasing as principal or is deemed to be purchasing as principal in accordance with Applicable Legislation;
(b) the Purchaser is purchasing as principal and is not a resident in Canada for purposes of BC Instrument 72-503 Distributions of Securities outside British Columbia, the Purchaser is not a person created or used solely to purchase or hold securities in order to comply with an exemption from the prospectus requirements of Applicable Legislation and if the Purchaser is not an individual, it pre-existed the Offering and has a bona fide purpose other than investment in the Purchased Securities;
(c) the Purchaser is resident in the jurisdiction ("Home Jurisdiction") set out on the execution page of this Subscription Agreement, and the Purchaser is purchasing the Purchased Securities as principal for its own account, and not for the benefit of any other person, for investment only and not with a view to resale or distribution other than as may permitted by applicable Law;
(d) the Purchaser will not sell or otherwise dispose of any Purchased Securities except in accordance with applicable Canadian securities laws;
(e) the Form 4C Corporate Placee Registration Form beginning on page 4 is true and correct as of the date of signing and will be true and correct as at the applicable Closing Date;
(f) the Purchaser has neither requested nor received a prospectus or an offering memorandum in respect of the Purchased Securities;
(g) the Purchaser is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite corporate power and capacity to execute and deliver this Subscription Agreement, to subscribe for the Purchased Securities as contemplated herein and to carry out and perform its covenants and obligations under the terms of this Subscription Agreement and the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in the violation of any of the constating documents of the Purchaser;
(h) the Purchaser has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and tax considerations, and it is solely responsible for compliance with applicable resale restrictions and applicable tax legislation;
(i) that the Purchaser has no intention to distribute either directly or indirectly any of the Securities in the United States, except in compliance with the 1933 Act and all applicable state securities laws;
(j) this Subscription Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors' rights generally;
(k) the funds representing the aggregate subscription price for the Purchased Securities which will be advanced by the Purchaser hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "PATRIOT Act") and the Purchaser acknowledges that the Issuer may in the future be required by law to disclose the Purchaser's name and other information relating to this Subscription Agreement and the Purchaser's subscription hereunder, on a confidential basis, pursuant to such acts. To the knowledge of the Purchaser: (a) none of the subscription funds to be provided by the Purchaser (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States, or any other relevant jurisdiction; or (ii) are being tendered on behalf of a person or entity who has not been identified to the Purchaser; and (b) the Purchaser shall promptly notify the Issuer if the Purchaser discovers that any of such representations ceases to be true, and to provide the Issuer with appropriate information in connection therewith.
2.3 Reliance

The representations and warranties of the Purchaser in the Subscription Agreement are made by the Purchaser with the intent that they be relied upon by the Issuer in determining its suitability as a purchaser of Purchased Securities.

2.4 Survival of representations and warranties

The representations and warranties contained in this Section will survive the Closing.

3 REPRESENTATIONS AND WARRANTIES OF THE ISSUER

3.1 Representations and warranties of the Issuer

The Issuer represents and warrants to the Purchaser that, to the knowledge of the Issuer, as at the date of signing and as at the Closing Date:

(a) The Issuer (i) is a corporation incorporated and validly existing under the laws of the jurisdiction in which it incorporated, continued or amalgamated and has the corporate power and capacity to own, operate and lease its property and assets, carry on the Business as now conducted and as proposed to be conducted, and enter into and perform its obligations under this Subscription Agreement including to offer, issue and sell the Purchased Securities, and (ii) where required, has been duly qualified as an extraprovincial or foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases property, or conducts any business and is not precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document.

(b) Each Subsidiary: (i) has been duly incorporated, amalgamated, continued or organized and is validly existing as a company in good standing under the laws of its jurisdiction of incorporation, amalgamation, continuation or organization and has the corporate power, capacity and authority to own, lease and operate its property and assets, to conduct its business as now conducted and as proposed to be conducted, and (ii) where required, has been duly qualified as an extra-provincial or foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases property, or conducts any business and is not precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document.
(c) The Issuer is the direct or indirect registered and beneficial owner of all of the issued and outstanding shares of or other voting securities in each Subsidiary, in each case free and clear of all encumbrances, liens, mortgages, hypothecations, security interests, charges or adverse interests whatsoever, and no person, firm, corporation or entity has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Issuer or any Subsidiary of any of the shares or other securities of any Subsidiary. The Issuer does not beneficially own or exercise control or direction over any outstanding voting shares of any Person other than the Subsidiaries.
(d) The execution and delivery of, and performance by the Issuer of, this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Issuer.
(e) This Subscription Agreement has been duly executed and delivered by the Issuer and constitutes a legal, valid and binding agreement of the Issuer enforceable against it in accordance with its terms.
(f) As of the date hereof, the authorized capital of the Issuer consists of an unlimited number of common shares, an unlimited number of preferred shares and an unlimited number of series 1 preferred shares, of which: (i) 255,799,829 common shares are issued and outstanding as fully paid and non-assessable, (ii) up to 25,000,000 common shares have been authorized for issuance pursuant to the Offering, and (iii) no preferred shares or series 1 preferred shares are issued and outstanding.
(g) Except for securities issuable pursuant to the share exchange agreement dated January 10, 2022 between Snipp Interactive Inc., Gambit Digital Promotions Inc. and the shareholders of Gambit Digital Promotions Inc. party thereto, as amended by the amendment to share exchange agreement dated January 26, 2022 (collectively, the "Share Exchange Agreement"), a complete and accurate copy of which has been made available to the Purchaser, no securities exchangeable or exercisable for or convertible into common shares or other securities of the Issuer are issued and outstanding and no person has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option for the purchase of any securities of the Issuer, except that as of the date hereof the Issuer has: (i) granted options to purchase 14,625,938 common shares under the Issuer's stock option plan, and (ii) issued warrants exercisable to purchase 6,188,688 common shares. Under the Issuer's current stock option plan, the Issuer is limited to issuing common shares equal to a maximum of 20% of its issued and outstanding common shares.
(h) The share certificate (if any) to be issued to the Purchaser by the Issuer pursuant to this Subscription Agreement has been approved by the board of directors of the Issuer and complies with applicable Laws and the policies of the Exchange.
(i) The duly appointed registrar and transfer agent for the common shares in the capital of the Issuer is Computershare Investor Services Inc.
(j) No order, ruling or determination having the effect of ceasing or suspending the distribution or trading of the Shares or ceasing or suspending the trading of any other securities of the Issuer, or prohibiting the distribution of the Purchased Securities has been issued or made by any Governmental Entity and no proceedings have been initiated or, to the knowledge of the Issuer, are pending or threatened by any Governmental Entity.
(k) No consent, approval, authorization, order or agreement of, or registration, filing or qualification with, any Governmental Entity or other person is required for the execution, delivery or performance of this Agreement by the Issuer or the issuance and sale of the Purchased Securities other than: (i) consent and listing approval of, and related filings with, the Exchange; and (ii) the filing by the Issuer of a Form 45-106F1 with the British Columbia Securities Commission no later than 10 days after the distribution of the Purchased Securities.
(l) There is no requirement for the Issuer, pursuant to any contract between a contracting party and the Issuer, to obtain the consent of any such party to enter into or perform its obligations under this Subscription Agreement or as a result of the transactions contemplated by this Subscription Agreement.
(m) The Issuer has not adopted a shareholder rights plan or an advance notice policy or any other agreement, instrument, plan or policy having a similar effect.
(n) The Offering, the execution and delivery by and the performance of the Issuer's obligations under this Subscription Agreement:
- (i) do not constitute or result in a violation or breach of, or conflict with, or allow any Person to exercise any rights under, any of the terms or provisions of the Issuer's constating documents or by-laws;
- (ii) do not constitute or result in a breach of, or allow any Person to exercise any rights under any contract, lease, license, instrument or other arrangement to which the Issuer is a party or by which it is bound or to which any of its assets is subject; and
- (iii) do not constitute or result in a violation or breach of, or conflict with, any applicable Laws.
(o) The Issuer has the corporate power, capacity and authority to issue the Purchased Securities, the Purchased Securities have been duly authorized, allotted and reserved for issuance and, at the Closing: (i) the Purchased Securities purchased by the Purchaser at the Closing will be duly and validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer; and (ii) the Purchased Securities purchased by the Purchaser at the Closing will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Issuer.
(p) The Issuer is a "reporting issuer" under Applicable Legislation in British Columbia and Alberta and is not in default of Applicable Legislation.
(q) The Issuer's common shares are listed and posted for trading on the Exchange and the Issuer is in compliance with the rules of the Exchange and is not in default of any of the listing requirements or policies of the Exchange. The Issuer has not taken any action that

would reasonably be expected to result in the delisting or suspension of the Shares on or from the Exchange.

(r) The documents comprising the Issuer's Public Record, at the time filed (a) did not contain any misrepresentation, (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading in light of the circumstances under which they were made, and (c) complied in all material respects with Applicable Legislation. The Issuer has not filed any confidential material change report with any of the securities commissions in the jurisdictions where the Issuer is a reporting issuer that remains confidential. The Issuer has filed on a timely basis with Regulatory Authorities all material documents required to be filed by the Issuer, and is in compliance with its timely and continuous disclosure obligations under Applicable Legislation. There is no material fact, and there has not occurred any material change (actual, anticipated, contemplated, threatened, financial or otherwise), relating to the assets, liabilities (contingent or otherwise), business, affairs, operations, prospects, capital or control of the Issuer and its Subsidiaries, taken as a whole, which has not been publicly disclosed on a non-confidential basis in accordance with the requirements of Applicable Legislation and the policies, rules and regulations of the Exchange.
(s) The audited consolidated financial statements of the Issuer for the years ended December 31, 2019 and 2020 (including the notes thereto and the auditor's report thereon) and the condensed interim consolidated financial statements for the three and nine months ended September 30, 2021 (and the notes thereto) (collectively, the "Financial Statements") have, except as otherwise disclosed therein, been prepared in accordance with IFRS in each case consistently applied and all applicable Laws, and present fairly, in all material respects, (i) the financial performance of the Issuer and the Subsidiaries (as applicable) and its cash flows as at the dates specified in the Financial Statements, and (ii) the results of operation of the Issuer and the Subsidiaries for the periods specified in the Financial Statements.
(t) Since the Financial Statements, the Issuer has not increased its indebtedness for borrowed money or made any loan or advance, or assumed, guaranteed or otherwise, become liable with respect to the liabilities or obligations of any person, except in the ordinary course of business consistent with past practices and as otherwise disclosed by the Issuer in the Issuer's Public Record since January 1, 2021.
(u) The Issuer does not have any material liabilities or obligations of any nature, whether or not direct or indirect, accrued, absolute, contingent or otherwise except for liabilities and obligations that are specifically presented on the Financial Statements or as otherwise disclosed by the Issuer in the Issuer's Public Record since January 1, 2021.
(v) The Issuer maintains internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and includes policies and procedures that: (i) provide for the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Issuer are being made only with authorizations of management and directors of the Issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition or disposition of the assets of the Issuer that could have a material effect on its financial statements.
(w) The Issuer has devised and maintained a system of disclosure controls and procedures designed to ensure that information required to be disclosed by the Issuer under Applicable Legislation is recorded, processed, summarized and reported within the time periods specified in the Applicable Legislation. Such disclosure controls and procedures include,

without limitation, controls and procedures designed to ensure that information required to be disclosed by the Issuer in the Issuer's Public Record is accumulated and communicated to the management of the Issuer, including, without limitation, its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

(x) The Issuer's auditors are independent public accountants as required under Applicable Legislation and there are no "reportable events" (within the meaning of National Instrument 51-102) between the Issuer and the Issuer's auditors or any disagreements respecting any matter that resulted in a reservation in the auditors' report with respect to the audited financial statements contained in the Issuer's Public Record.
(y) There are no actions, suits, appeals, claims, applications, orders, investigations, proceedings, grievances, arbitrations or alternative dispute resolution processes in progress, pending, or, to the knowledge of Issuer, threatened against the Issuer or any of the Issuer's assets or any of the Subsidiaries or any of the Subsidiaries' assets, which if determined adversely could reasonably be expected to have a Material Adverse Effect or which could reasonably be expected to prohibit, restrict or seek to enjoin the transactions contemplated by this Subscription Agreement.
(z) (i) The Issuer and each of the Subsidiaries possesses such permits, certificates, licences, approvals, registrations, qualifications, consents and other authorizations (collectively, "Governmental Licenses") issued by the appropriate Governmental Entities necessary to conduct the business now operated by it in all jurisdictions in which it carries on business, that are material to the conduct of the business of the Issuer and the Subsidiaries; (ii) the Issuer and each Subsidiary is in material compliance with the terms and conditions of all such Governmental Licences; (iii) all of such Governmental Licences are in good standing, valid and in full force and effect; (iv) neither the Issuer nor any Subsidiary has received any notice of proceedings relating to the revocation, suspension, termination or modification of any such Governmental Licences, and there are no facts or circumstances, including without limitation facts or circumstances relating to the revocation, suspension, modification or termination of any Governmental Licenses held by others, that to the knowledge of the Issuer could lead to the revocation, suspension, modification or termination of any such Governmental Licenses if the subject of an unfavourable decision, ruling or finding, except where such revocation, suspension, modification or termination would not be material to the Issuer or its Subsidiaries, as applicable; (v) neither the Issuer nor any Subsidiary is in default with respect to filings to be effected or conditions to be fulfilled in order to maintain such Governmental Licenses in good standing; (vi) none of such Governmental Licenses contains any term, provision, condition or limitation which has or would reasonably be expected to affect or restrict in any material respect the operations or the business of the Issuer or any Subsidiary as now carried on or proposed to be carried on; (vii) each of the Issuer and the Subsidiaries has conducted and is conducting its business in all material respects in compliance with all applicable Laws of each jurisdiction in which it carries on business and has not received a notice of noncompliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such applicable Laws; (viii) neither the Issuer nor any Subsidiary has reason to believe that any party granting any such Governmental Licenses is considering limiting, suspending, modifying, withdrawing or revoking the same in any material respect.
(aa) Neither the Issuer nor any Subsidiary is in breach or violation of any judgment, order or decree of any Governmental Entity or court having jurisdiction over the Issuer or any Subsidiary, as applicable, or is in breach of any Governmental Licenses that enable its business to be carried on as now conducted.
(bb) Since the Financial Statements, no event has occurred and no circumstances exist which has had a Material Adverse Effect and there exist no facts or circumstances that could

reasonably be excepted to result in a Material Adverse Effect. The Issuer has disclosed all facts that are material to the issuer that are required to be disclosed under applicable Laws.

(cc) No Person has any contractual right or option for the purchase or other acquisition from the Issuer or any Subsidiary of any assets that are, individually or in the aggregate, material to the Business.
(dd) No representation or warranty or other statement made by the Issuer in this Subscription Agreement contains any untrue statement of material fact or omits to state a material fact necessary to make the statements in this Subscription Agreement not misleading. The Issuer has not withheld and will not withhold from the Purchaser prior to the Closing any material facts relating to the Issuer, any of the Subsidiaries or the Offering, unless such disclosure is otherwise prohibited by Applicable Legislation.
(ee) All of the Intellectual Property used in the operation of the Business is either owned by, purported to be owned by, or validly licensed to, the Issuer or its Subsidiaries (such owned or purported to be owned Intellectual Property, "Owned Intellectual Property").
(ff) Each of the Issuer and each Subsidiary has taken all commercially reasonable steps to protect its rights, title and interest in and to its Owned Intellectual Property.
(gg) To the knowledge of the Issuer, neither the operation of the Business, the Owned Intellectual Property, nor the services provided or products made, used, imported, licensed, made available or sold by the Issuer or its Subsidiaries, infringes, violates, misappropriates or otherwise conflicts upon or with the Intellectual Property rights of any Person. Neither the Issuer nor any of its Subsidiaries have received any notice or claim alleging that the operation of the Business, the Owned Intellectual Property or the services provided or products made, used, imported or sold by the Issuer or its Subsidiaries, infringes, violates, misappropriates or otherwise conflicts upon or with the Intellectual Property rights of any Person.
(hh) To the knowledge of the Issuer, no Person is currently infringing any of the Owned Intellectual Property or Intellectual Property licensed to the Issuer or any Subsidiary.
(ii) The Issuer and/or the Subsidiaries are the legal and beneficial owners of, have good and marketable title to, and own all right, title and interest in all Owned Intellectual Property, free and clear of all encumbrances, liens, mortgages, hypothecations, security interests, charges or adverse interests whatsoever, covenants, conditions, licenses, options to purchase and restrictions or other adverse claims of any kind or nature, and the Issuer has no knowledge of any claim of adverse ownership in respect thereof. All moral rights subsisting in relation to such Intellectual Property have been irrevocably and unconditionally waived in favour of the Issuer's and/or the Subsidiaries' successors and assigns. To the knowledge of the Issuer, all current and former employees and contractors of the Issuer and its Subsidiaries have assigned in writing all of their rights in the Owned Intellectual Property to the Issuer and/or the Subsidiaries.
(jj) The Owned Intellectual Property is valid and enforceable and nothing has been done or omitted to be done which jeopardises the validity, subsistence or enforceability of any such Intellectual Property. The Owned Intellectual Property is not the subject of a claim or opposition from a Person as to validity or enforceability in respect of such Intellectual Property. Neither the Issuer nor any of its Subsidiaries have received any third party assertion of, or opposition to validity or enforceability in respect of any such Intellectual Property. Any applications for registration of any Owned Intellectual Property have been properly filed and have been pursued by the Issuer and the Subsidiaries in the ordinary course of business, and neither the Issuer nor any of the Subsidiaries has received any notice (whether written, oral or otherwise) indicating that any application for registration of such Intellectual Property has been finally rejected or denied by the applicable reviewing authority. All registration, maintenance, renewal fees and other fees currently due in

connection with the Owned Intellectual Property by the Issuer or any of its Subsidiaries have been paid, and all documents, certificates or other filings currently required to be filed in connection with such Intellectual Property have been or will be timely filed with the relevant patent, copyright, trademark or other authorities so as to preserve the rights of the Issuer or any of its Subsidiaries in such Intellectual Property.

(kk) Except to the Issuer and its Subsidiaries employees and contractors that are bound by written obligations of confidentiality, neither the Issuer nor any of its Subsidiaries has disclosed or otherwise made available, or agreed to disclose or make available, any of the source code, to the Owned Intellectual Property publicly or to other Person. Neither the Issuer nor any of its Subsidiaries have used any Open Source Software in a manner that would require the Issuer or any of its Subsidiaries to, except with respect to such Open Source Software itself: (A) distribute or make available any Owned Intellectual Property, including in source code form, to the open source community or other third Person; or (b) place any limitation, restriction or condition on the right of the Issuer or its Subsidiaries to use or distribute any Owned Intellectual Property.
(ll) The Issuer and each Subsidiary has paid all Taxes that are due and payable within the time required by applicable Law, and has paid all assessments and reassessments it has received in respect of Taxes. The Issuer has made full and adequate provision in the books and records and the Financial Statements for all Taxes which are not yet due and payable but which relate to periods ending on or before the applicable Closing Date. The Issuer and each Subsidiary has withheld and collected all amounts required by applicable Law to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Entity within the time prescribed under any applicable Law. The Issuer and each Subsidiary has filed or caused to be filed all Tax Returns that are required to be filed by it. There are no outstanding agreements, arrangements, waivers or objections extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of Taxes or the filing of any Tax Return by, or any payment of Taxes by, the Issuer or any Subsidiary. There are no actions, suits, proceedings, investigations or claims threatened or pending against the Issuer or any Subsidiary in respect of Taxes and there are no matters under discussion with any Governmental Entity relating to Taxes asserted by any such authority.
(mm) The Issuer and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged, and the Issuer has no reason to believe that it will not be able to renew the existing insurance coverage of the Issuer and the Subsidiaries as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.
(nn) The Issuer has not made any "significant acquisition" as such term is defined in Part 8 of National Instrument 51-102 in the current financial year or immediately prior financial year in respect of which a business acquisition report is or would be required to be filed by the Issuer pursuant to such National Instrument.
(oo) The Issuer and its Subsidiaries have not committed an act of bankruptcy, are not insolvent, have not proposed a compromise or arrangement to creditors generally, have not had a petition or a receiving Order in bankruptcy filed against any of them, have not made a voluntary assignment in bankruptcy, have not taken any proceedings with respect to a compromise or arrangement, have not taken any proceedings to be declared bankrupt or wound-up, have not taken any proceedings to have a receiver appointed for any of property and have not had any execution or distress become enforceable or become levied upon any of property. The Issuer has, and will at the Closing Date have, sufficient working capital to satisfy its obligations under this Subscription Agreement and has sufficient capital to satisfy the "going concern" test under IFRS.
(pp) Neither the Issuer nor any of its Subsidiaries is: (i) in violation of its constating documents; or (ii) in default of the performance or observance of any obligation, agreement, covenant or condition contained in any Contract, indenture, trust deed, joint venture, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it or its assets and properties may be bound, except in the case of clause (ii), for any such violations or defaults that would not result in a Material Adverse Effect, and all such Contracts are in good standing according to their terms and under Laws governing such Contracts, constitute valid and binding obligations of the Issuer and the Subsidiaries, and, to the knowledge of the Issuer and its Subsidiaries, as applicable, of each of the other parties thereto, are in full force and effect and are enforceable in accordance with their terms against the Issuer and the Subsidiaries, as applicable, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors' rights generally, and no event has occurred which with notice or lapse of time or both would constitute such a default by the Issuer or the Subsidiaries, as applicable, or to the knowledge of the Issuer, any other party, except for any such defaults that would not result in a Material Adverse Effect.
(qq) The Issuer has no knowledge of the invalidity of or grounds for rescission, avoidance or repudiation of any Material Contract and neither the Issuer nor any of its Subsidiaries has received notice of any intention to terminate any Material Contract or repudiate or disclaim any such transaction. The Issuer and its Subsidiaries do not have any Contracts of any nature whatsoever to acquire, merge or enter into any business combination or joint venture agreement with any entity, or to acquire any other business or operations.
(rr) The Material Contracts are in good standing in all material respects and in full force and effect. None of the Issuer, any of its Subsidiaries nor, to the knowledge of the Issuer, any other party thereto is in material default or breach of any Contract, and there exists no condition, event or act which, with the giving of notice or lapse of time or both would constitute a material default or breach under any Contract which would give rise to a right of termination on the party of any other party to a Contract.
(ss) No material labour dispute with current and former employees of the Issuer or any of the Subsidiaries exists, or, to the knowledge of the Issuer, is imminent and the Issuer is not aware of any existing, threatened or imminent labour disturbance by the employees of any of the principal suppliers, manufacturers or contractors of the Issuer that would have a Material Adverse Effect.
(tt) None of the directors, officers or employees of the Issuer or its Subsidiaries or any associate or Affiliate of any of the foregoing has any material interest, direct or indirect, in any material transaction or any proposed material transaction with the Issuer or the Subsidiaries that materially affects, is material to or will materially affect the Issuer.
(uu) The Issuer has carried on all negotiations relating to this Agreement and the transactions contemplated herein directly and without intervention on its behalf of any other party in such manner as to give rise to any valid claim for a brokerage commission, finder's fee or other like payment against the Purchaser.

3.2 Reliance

The representations and warranties of the Issuer in the Subscription Agreement are made by the Issuer with the intent that they be relied upon by the Purchaser.

3.3 Survival of representations and warranties

The representations and warranties contained in this Section (and the indemnification obligations contained in Section 6) will survive the Closing for a period of two (2) years, provided that:

(a) the representations and warranties contained in Section 3.1(ll) (and the indemnification obligations contained in Section 6 in respect of any breach of or incorrectness or misrepresentation in Section 3.1(ll)) will survive until the date that is 90 days after the relevant Governmental Entities shall no longer be entitled to assess or reassess liability for Taxes against the Issuer or any of the Subsidiaries for that particular period, taking into account any waivers given by the Issuer or any of the Subsidiaries in respect of any taxation year;
(b) the representations and warranties contained in Sections 3.1(a) through (h), (n)(i), (o) and (uu) (and the indemnification obligations contained in Section 6 in respect of any breach of or incorrectness or misrepresentation in Sections 3.1(a) through (h), (n)(i), (o) and (uu)) will survive until the seventh anniversary of the Closing Date;
(c) the representations and warranties contained in Sections 3.1(ee) through (kk) (and the indemnification obligations contained in Section 6 in respect of any breach of or incorrectness or misrepresentation in Sections 3.1(ee) through (kk)) will survive until the third anniversary of the Closing Date; and
(d) the indemnification obligations contained in Section 6 in respect of any Claims based on intentional misrepresentation or fraud will survive until the seventh anniversary of the Closing Date.

4 COVENANTS OF THE ISSUER

4.1 The Issuer hereby covenants and agrees with the Purchaser that the Issuer will make such filings with the Commissions in connection with the Offering in the form and within the timeframes prescribed by Applicable Legislation.

4.2 The Issuer covenants that it shall prepare, file and diligently pursue until received all necessary consents, approvals and authorizations of any Person and make such necessary filings, as are required to be obtained under Law with respect to this Subscription Agreement and the transactions contemplated hereby. The Issuer shall keep the Purchaser fully informed regarding the status of such consents, approvals and authorizations, and the Purchaser, its representatives and counsel shall have the right to participate in any substantive discussions with the Exchange and any other applicable regulatory authority in connection with the transactions contemplated by this Subscription Agreement and provide input into any applications for approval and related correspondence, which will be incorporated by the Issuer, acting reasonably. The Issuer will provide notice to the Purchaser (and its counsel) of any proposed substantive discussions with the Exchange in connection with the transactions contemplated by this Subscription Agreement. On the date all such consents, approvals and authorizations have been obtained by the Issuer and all such filings have been made by the Issuer, the Issuer shall notify the Purchaser of same. Without limiting the generality of the foregoing, the Issuer shall promptly make all filings required by the Exchange. If the approval of the Exchange is "conditional approval" subject to the making of customary deliveries to the Exchange after the Closing, the Issuer shall ensure that such filings are made as promptly as practicable after such Closing and in any event within the time frame contemplated in the conditional approval letter from the Exchange.

4.3 The Issuer shall, as promptly as practicable after the date hereof, seek, and continue to use commercially reasonable efforts to seek until obtained, the consent of each Person which is required in connection with the transactions contemplated hereby, but excluding, for greater certainty, the preparation or filing of a prospectus, offering memorandum, registration statement or similar document in any jurisdiction.

4.4 The Issuer shall take all necessary action after the date hereof and, for certainty, following the Closing, to cause the removal of any legends on the Purchased Securities on the date that is four months and one day following the Closing.

4.5 With effect as of and after the Closing, the Issuer hereby grants to the Purchaser the rights and entitlements set forth in Appendix 2.

5 CLOSING CONDITIONS

5.1 Conditions for the benefit of the Purchaser.

The Purchaser's obligation to subscribe and pay for the Purchased Securities at the Closing Date shall be subject to the following conditions, which conditions are for the benefit of the Purchaser and which may be waived, in whole or in part, by the Purchaser in its sole discretion:

(a) The Exchange shall have provided its conditional and, if available at the Closing Date, final approval of the issuance of the Purchased Securities pursuant to this Subscription Agreement, provided that if such approvals contain conditions that must be satisfied prior to the applicable Closing, those conditions shall have been satisfied. The Issuer shall have made and/or obtained the necessary filings, approvals, consents and acceptance of the appropriate regulatory authorities required to be made or obtained by the Issuer in connection with entering into of this Subscription Agreement, the sale and listing of the Purchased Securities and the other transactions contemplated by this Subscription Agreement.
(b) Each of the representations and warranties of the Issuer contained in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of such date. However, (i) if a representation and warranty is qualified by materiality or Material Adverse Effect, it must be true and correct in all respects after giving effect to such qualification and (ii) if a representation and warranty speaks only as of a specific date it only needs to be true and correct as of that date.
(c) The Issuer shall have performed or complied with, in all respects, all of its obligations, covenants and agreements under this Subscription Agreement required to be performed or complied with prior to the Closing.
(d) The Purchaser shall have received a certificate from a senior officer of the Issuer (on the Issuer's behalf and without personal liability), in form and substance satisfactory to the Purchaser, confirming satisfaction of the conditions referred to in paragraphs (b) and (c), above.
(e) No action or proceeding shall be pending or threatened by any Person (other than the Purchaser) in any jurisdiction, and no order or notice, including any cease trade order, will have been made, issued or delivered by any Governmental Entity, seeking to enjoin restrict or prohibit or enjoining, restricting or prohibiting, on a temporary or permanent basis any of the transactions contemplated by this Subscription Agreement or imposing any temporary or permanent terms or conditions on the transactions contemplated by this Subscription Agreement.
(f) No order, ruling or determination having the effect of ceasing the trading or suspending the sale of common shares of the Issuer or the Purchased Securities has been issued and no proceedings for such purpose have been instituted or are pending or contemplated or threatened.
(g) Other than in connection with the Offering, since the date of this Subscription Agreement, (A) there has been no material change affecting the Issuer or any Subsidiary, and (B) there has been no change in a material fact and no new material fact has arisen in respect of the Issuer or any Subsidiary.
(h) Since the date of this Subscription Agreement, there shall have been no Material Adverse Effect.
(i) The Issuer's common shares shall continue to be listed for trading on the Exchange as at the Closing Date.
(j) The Purchaser (or its Affiliate) and the Issuer shall have executed and entered into a commercial agreement in the form attached as Exhibit A (the "SnippLOYALTY PaaS Agreement").
(k) The Purchaser shall have received:
- (i) a certificate of good standing in respect of the Issuer, issued by the Registrar of Companies of the Province of British Columbia;
- (ii) evidence of the Exchange's conditional and, if available at the Closing Date, final approval with respect to the sale and listing of the Purchased Securities contemplated by this Subscription Agreement;
- (iii) (A) share certificate(s) or direct registration system statement(s) representing the Purchased Securities and registered in accordance with the registration instructions set forth on the first page of this Subscription Agreement, or as may be otherwise subsequently directed by the Purchaser in writing, or (B) if so directed by the Purchaser in writing, the Purchased Securities in uncertificated form as an instant or electronic deposit through the systems of CDS Clearing and Depository Services Inc.; and
- (iv) such further certificates and other documentation from the Issuer as may be contemplated by this Subscription Agreement or as the Purchaser may reasonably request.

The Issuer agrees that the conditions contained in this Section 5.1 will be complied with and that it will use its reasonable best efforts to cause all such conditions to be complied with. Any breach or failure to comply with or satisfy any of the conditions set out in Section 5.1 above shall entitle the Purchaser to terminate its obligation to purchase the Purchased Securities, without obligation or liability to the Issuer, by written notice to that effect given to the Issuer at or prior to the applicable Closing.

5.2 Conditions for the benefit of the Purchaser and the Issuer.

The Purchaser's obligation to subscribe and pay for the Purchased Securities at the Closing Date, and the Issuer's obligation to issue the Purchased Securities at the Closing Date shall be subject to the following conditions, which conditions are for the benefit of the Purchaser and the Issuer and which may be waived, in whole or in part, by the mutual agreement of the Purchaser and the Issuer:

(a) The Purchaser (or its Affiliate) and the Issuer shall have executed and entered into the SnippLOYALTY PaaS Agreement.
(b) The Purchaser shall have paid the Purchase Price on or prior to the Closing by wire transfer of immediately available funds to an account designated by the Issuer in writing no fewer than two Business Days prior to the Closing Date.

The Issuer and the Purchaser agree the execution of the SnippLOYALTY PaaS Agreement is an essential precondition for the issuance by the Issuer and purchase by the Purchaser of the Purchased Securities.

6 INDEMNIFICATION IN FAVOUR OF THE PURCHASER

6.1 The Issuer agrees to indemnify and save harmless the Purchaser and its Affiliates (in this Section 6, the "Purchaser Indemnified Parties") from and against any and all Claims (including legal fees and expenses and any amounts paid in settlement of any investigation, order, litigation, proceeding or other Claim) that the Purchaser Indemnified Parties may directly or indirectly suffer or incur as a result of or in connection with or relating to:

(a) any breach of or incorrectness or misrepresentation in any representation or warranty made by the Issuer in this Subscription Agreement or any document or certificate delivered to the Purchaser pursuant to this Subscription Agreement; and
(b) any breach of or non-fulfilment of any covenant or agreement of the Issuer contained in this Subscription Agreement or in any other document or certificate furnished by or on behalf of the Issuer pursuant to this Subscription Agreement.

The Issuer acknowledges and agrees that, with respect to this Section 6, the Purchaser is contracting on its own behalf and as agent for the other Purchaser Indemnified Parties. In this regard, the Purchaser shall act as trustee for such Purchaser Indemnified Parties of the covenants of the Issuer under this Section 6 with respect to such Purchaser Indemnified Parties and accepts these trusts and shall hold and enforce those covenants on behalf of such Purchaser Indemnified Parties.

6.2 General Indemnification Rules. The obligations of the Issuer to indemnify the Purchaser Indemnified Parties in respect of Claims shall also be subject to the following:

(a) the Issuer shall not be required to pay any amount pursuant to Section 6.1(a) until the aggregate of all Claims exceeds . Once the aggregate of all Claims exceeds the Issuer will only be liable for any amounts in excess thereof;
(b) notwithstanding anything to the contrary in this Agreement, but subject to Section 6.2(c), the aggregate liability of the Issuer pursuant to Section 6.1(a) to any and all Purchaser Indemnified Parties shall be limited to ; and
(c) in the event that the Purchaser (or its Affiliate) exercises the Loyalty Source Code Option, as defined in and in accordance with the SnippLOYALTY PaaS Agreement, the aggregate liability of the Issuer pursuant to Section 6.1(a) to any and all Purchaser Indemnified Parties for any breach or incorrectness of any representation or warranty contained in Section 3.1(ii) (a "Specified IP Breach") shall be limited to , it being expressly understood among the Purchaser and the Issuer that the right of indemnification contemplated in this Section 6 in respect of a Specified IP Breach shall include any Claim arising in connection with or relating to the exercise of the Loyalty Source Code Option or the rights and entitlements of any Purchaser Indemnified Party pursuant to the SnippLOYALTY PaaS Agreement, but without duplication of any amounts recovered by a Purchaser Indemnified Party pursuant to any right of indemnification pursuant to the SnippLOYALTY PaaS Agreement.

7 RESERVED

8 TERMINATION

8.1 This Subscription Agreement shall terminate upon:
- (a) the date on which this Subscription Agreement is terminated by the mutual consent of the parties;
- (b) [Reserved]
- (c) written notice by either party to the other in the event the Closing has not occurred on or prior to the Outside Date; or
- (d) the date on which this Subscription Agreement is terminated by written notice of the Purchaser on the dissolution or bankruptcy of the Issuer or any of its Subsidiaries or the making by the Issuer or any of its Subsidiaries of an assignment under the provisions of the Bankruptcy and Insolvency Act (Canada) or the taking of any proceeding by or involving

the Issuer or any of the Subsidiaries under the Companies Creditors' Arrangement Act (Canada) or any similar legislation of any jurisdiction.

9 PERSONAL INFORMATION

The Purchaser provides its consent to:

(a) the disclosure of Personal Information by the Issuer to the Exchange, to the Ontario Securities Commission and to any other applicable securities regulatory authorities, the Issuer's registrar and transfer agent and legal counsel involved in the purchase and sale of the Purchased Securities;
(b) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 1, or as otherwise identified by the Exchange, from time to time; and
(c) the collection, use and disclosure of Personal Information by the Commissions for the purposes described in Appendix 1.

10 ISSUER'S ACCEPTANCE

This Subscription Agreement, when executed by the Purchaser, and delivered to the Issuer, will constitute a subscription for the Purchased Securities which will not be binding on the Issuer until accepted by the Issuer by executing this Subscription Agreement in the space provided on the face page(s) of this Subscription Agreement and, if the Issuer accepts the subscription by the Purchaser, this Subscription Agreement will be deemed entered into on the date of such execution by the Issuer.

11 CLOSING

11.1 Upon the terms and subject to the conditions set forth in this Subscription Agreement, the Purchaser shall purchase the Purchased Securities and pay the Purchase Price. The Purchase Price for the Purchased Securities shall be paid and satisfied by the Purchaser on the Closing Date by wire transfer of immediately available funds to an account designated by the Issuer in writing no fewer than two Business Days prior to the Closing Date. The closing of the purchase and sale of the Purchased Securities will take remotely by exchange of documents and signatures (or their electronic counterparts) at 6:00 a.m. (Vancouver time) on the Closing Date, or such other time as may be mutually agreed upon by the Issuer and the Purchaser.

11.2 At the Closing, the Issuer will deliver to the Purchaser (a) the share certificate(s) (or direct registration system statement(s)) representing the Purchased Securities purchased by the Purchaser, registered in accordance with the registration instructions set forth on the first page of this Subscription Agreement, or as may be otherwise subsequently directed by the Purchaser in writing, or (b) if so directed by the Purchaser in writing, the Purchased Securities in uncertificated form as an instant or electronic deposit through the systems of CDS Clearing and Depository Services Inc..

12 MISCELLANEOUS

12.1 The Issuer may rely on delivery by e-mail of an executed copy of the Subscription Agreement, and acceptance by the Issuer of such e-mailed copy will be equally effective to create a valid and binding agreement between the Purchaser and the Issuer in accordance with the terms of the Subscription Agreement.

12.2 This Subscription Agreement is not assignable or transferable by a party hereto without the express written consent of the other party to this Subscription Agreement.

12.3 The Closing of the Offering shall not affect any provisions of this Subscription Agreement which by their express terms or by their nature extend beyond the Closing (including, without limitation, Sections 4 and 6), and such provisions shall survive the Closing.

12.4 Time is of the essence of this Subscription Agreement and will be calculated in accordance with the provisions of the Interpretation Act (British Columbia).

12.5 Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for in this Subscription Agreement, this Subscription Agreement contains the entire agreement between the parties with respect to the Securities and there are no other terms, conditions, representations or warranties whether expressed, implied, oral or written, by statute, by common law, by the Issuer or by anyone else.

12.6 The parties to this Subscription Agreement may amend this Subscription Agreement only in writing signed by all of the parties hereto. No waiver by any party of any provision hereof shall be effective unless explicitly set forth in writing and executed by the party so waiving. The waiver by either party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other subsequent breach.

12.7 This Subscription Agreement enures to the benefit of and is binding upon the parties to this Subscription Agreement and their successors and permitted assigns.

12.8 A party to this Subscription Agreement will give all notices to or other written communications with the other party to this Subscription Agreement concerning this Subscription Agreement by hand or by registered mail or e-mail addressed to the address given on page 2.

12.9 The contract arising out of this Subscription Agreement and all documents relating thereto, have been or will be drafted in English only by common accord among the parties. Le soussigné reconnaît par les présentes qu'il a exigé que le contrat résultant de cette convention de souscription ainsi que tous documents y afferents soient rédigés en langue anglaise seulement.

12.10 This Subscription Agreement is to be read with all changes in gender or number as required by the context.

12.11 This Subscription Agreement will be governed by and construed in accordance with the internal laws of British Columbia and the federal laws applicable therein (without reference to its rules governing the choice or conflict of laws), and the parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of British Columbia with respect to any dispute related to this Subscription Agreement.

12.12 The Issuer and the Purchaser shall each be permitted to publicly announce the transactions contemplated hereby following the execution of this Subscription Agreement by the Issuer and the Purchaser, and the context, text and timing of each party's announcement shall be approved by the other party in advance, acting reasonably. No party shall (a) issue any press release or otherwise make public announcements with respect to this Subscription Agreement without the consent of the other party (which consent shall not be unreasonably withheld or delayed); or (b) make any regulatory filing with any Governmental Entity with respect thereto without prior consultation with the other party; provided, however, that, the foregoing clause (b) shall be subject to each party's overriding obligation to make any disclosure or regulatory filing required under Law and the party making such requisite disclosure or regulatory filing shall use all commercially reasonable efforts to give prior oral and written notice to the other party and reasonable opportunity to review and comment on the requisite disclosure or regulatory filing before it is made; provided, further, that, except as required by Law, in no circumstance shall any such disclosure by, or regulatory filing of, the Issuer or any of its Affiliates include the name of the Purchaser or its Affiliates without the Purchaser's prior written consent, in its sole discretion.

12.13 During the period from the date of this Subscription Agreement to the Closing, the Issuer shall provide prior notice to the Purchaser of any public disclosure that it proposes to make which includes the name of the Purchaser or any of its Affiliates, together with a draft copy of such disclosure; provided that, except as required by Law, in no circumstance shall any public disclosure of the Issuer or any of its Affiliates include the name of the Purchaser or any of its Affiliates without the Purchaser's prior written consent, in its sole discretion.

End of General Provisions

APPENDIX 1

1. TSX Venture Exchange Inc. and its affiliates, authorized agents, subsidiaries and divisions, including the TSX Venture Exchange (collectively referred to as the "Exchange") collect Personal Information in certain Forms that are submitted by the individual and/or by an Issuer or Applicant and use it for the following purposes:
- (a) to conduct background checks;
- (b) to verify the Personal Information that has been provided about each individual;
- (c) to consider the suitability of the individual to act as an officer, director, insider, promoter, investor relations provider or, as applicable, an employee or consultant, of the Issuer or Applicant;
- (d) to consider the eligibility of the Issuer or Applicant to list on the Exchange;
- e) to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the Issuer, or its associates or affiliates;
- (f) to conduct enforcement proceedings; and
- (g) to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the Exchange, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada.

As part of this process, the Exchange also collects additional Personal Information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, regulations service providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished.

The Personal Information the Exchange collects may also be disclosed:

(a) to the agencies and organizations in the preceding paragraph, or as otherwise permitted or required by law, and they may use it in their own investigations for the purposes described above; and
(b) on the Exchange's website or through printed materials published by or pursuant to the directions of the Exchange.

The Exchange may from time to time use third parties to process information and/or provide other administrative services. In this regard, the Exchange may share the information with such third party service providers.

The Commissions may indirectly collect the Personal Information under the authority granted to them by securities legislation. The Personal Information is being collected for the purposes of the administration and enforcement of the securities legislation of the jurisdiction of each such Commission.

For questions about the collection of Personal Information by the Ontario Securities Commission, please contact the Administrative Support Clerk, Suite 1903, Box 55 20 Queen Street West, Toronto, Ontario, M5H 3S8, (416) 593-3684.

APPENDIX 2

PURCHASER RIGHTS

Governance Rights

1. On the date of this Subscription Agreement, the Board consists of four directors. From and after the Closing Date and so long as the Purchaser Group continues to hold at least the Target Number of Shares, the Purchaser shall be entitled to designate one individual for election or appointment to the Board from time to time in accordance with this Appendix (such individual, the "Purchaser Nominee").
1. On the first date on which the Purchaser designates a Purchaser Nominee as contemplated under paragraph 1 (the "Initial Designation Date"), the Issuer shall (a) either increase the size of the Board by one director or procure the resignation of one director, and (b) appoint to the Board the initial Purchaser Nominee. The Issuer shall designate the initial Purchaser Nominee as its nominee for election as a director at the first meeting of the shareholders of the Issuer following the Initial Designation Date and the Issuer shall cause the initial Purchaser Nominee to be nominated as the Purchaser Nominee in accordance with this Appendix.
1. From and after the first meeting of shareholders of the Issuer following the Initial Designation Date, and for so long as the Purchaser Group continues to hold at least the Target Number of Shares: (a) the Issuer will notify the Purchaser at least 60 days before the scheduled mailing of any management information circular of the Issuer in which nominees for election as directors will be named, and (b) the Purchaser shall deliver a written notice to the Board designating a Purchaser Nominee within 15 days of receipt of the foregoing notice. If either the Issuer or the Purchaser does not provide such notice within such time, the Purchaser shall be deemed to have designated its incumbent Purchaser Nominee for nomination for election at the relevant meeting of shareholders.
1. So long as the Purchaser Group continues to hold at least the Target Number of Shares, the Issuer covenants and agrees to nominate for election the Purchaser Nominee as a director of the Issuer at any meeting of shareholders at which directors are to be elected.
1. The Issuer shall (i) include the Purchaser Nominee in the notice of meeting, the management information circular, proxy statement and form of proxy relating to the applicable shareholder meeting as nominees of management, and (ii) solicit proxies from shareholders of the Issuer in favour of the election of the Purchaser Nominee in a manner no less favourable than the manner in which the Issuer supports other nominees for election at any such meeting.
1. Notwithstanding anything in this Appendix to the contrary, a failure by the Purchaser to designate the Purchaser Nominee that it is entitled to designate pursuant to this Appendix, at any time shall not restrict the ability of the Purchaser to designate the Purchaser Nominee at any time in the future.
1. In the event that the Purchaser Nominee ceases to serve as a director of the Issuer for any reason, including the death, disability, resignation, removal or failure of the Purchaser Nominee to be elected at a meeting of shareholders, the Issuer shall cause the Board to appoint as soon as practicable a replacement Purchaser Nominee in accordance with this Appendix to fill the vacancy caused thereby, including any such death, disability, resignation, removal or failure to be elected. If the Issuer is prevented by the Business Corporations Act (British Columbia) (the "Act") from filling a vacancy with the Purchaser Nominee in accordance with the foregoing sentence, the Board shall, to the maximum extent permitted by the Act, promptly resolve to increase the size of the Board until the next meeting of shareholders and appoint such replacement Purchaser Nominee to the Board.
1. For so long as the Purchaser Group continues to hold at least the Target Number of Shares, the Purchaser Nominee shall, upon the Purchaser's request, be appointed to each committee established by the Board, including, for certainty, any ad hoc committee, special committee,

strategic advisory committee or other similarly constituted committee of the Board formed for the purposes of, among other things, reviewing, considering or evaluating regulatory issues, strategic initiatives or material transactions involving the Issuer and/or its Subsidiaries, provided that the Purchaser Nominee satisfies the eligibility criteria for such committees under Law. The Purchaser Nominee shall have the right to attend, in an observer capacity, any meeting of any such committee on which the Purchaser Nominee is not a member, subject to the exclusions above.

1. The Issuer shall obtain and maintain in force a directors' and officers' insurance policy, with coverage and on terms acceptable to the Board. The Issuer will enter into customary indemnification agreements with any director nominated pursuant to this Appendix on terms no less favourable than those entered into with the other directors of the Issuer.
1. The Purchaser Nominee shall be entitled to disclose to the Purchaser or any of its Affiliates any information concerning the Issuer and its business, affairs and assets that the Purchaser Nominee receives as a director of the Issuer nominated in accordance with this Appendix (including, for certainty, the information set out in paragraph 13), provided that (i) the disclosure of such information by the Issuer is not prohibited by confidentiality obligations pursuant to written agreements between the Issuer and a third party; (ii) such information will be made available (or not made available) on the same basis as permitted to be made available (or not made available) to a Board Observer pursuant to paragraphs 13 and 14; (iii) the Board has not determined, in its reasonable good faith judgment and on the advice of external legal counsel, that the disclosure of such information would prevent the waiver of solicitor-client or work product privilege between the Issuer and its external counsel, or would constitute a disclosable interest within the meaning of Section 147 of the Act; and (iv) the Purchaser, on its own behalf and on behalf of its Affiliates, shall have agreed to enter into a confidentiality agreement on terms satisfactory to the Issuer, acting reasonably, before the Purchaser Nominee discloses any information pursuant to this section.
1. For purposes of this Appendix, the following terms shall have the following meanings:
- (a) "Board" means the board of directors of the Issuer from time to time.
- (b) "Minimum Number of Shares" means a minimum of Shares, subject to adjustment for any share dividend, share consolidation, share split, share reclassification, reorganization, amalgamation, arrangement or merger involving the Issuer or any other event that affects all Shares in an identical manner.
- (c) "Purchaser Group" means the Purchaser and its Affiliates.
- (d) "Target Number of Shares" means a minimum of Shares, subject to adjustment for any share dividend, share consolidation, share split, share reclassification, reorganization, amalgamation, arrangement or merger involving the Issuer or any other event that affects all Shares in an identical manner.

Board Observer

1. From and after the Closing Date, for so long as the Purchaser Group continues to hold the Minimum Number of Shares and provided that the Purchaser Nominee is not then a member of the Board, the Purchaser shall have the right to designate an individual as observer to the Board (such individual, a "Board Observer").
1. The Board Observer shall be entitled to (i) receive notice of and to attend meetings of the Board (ii) take part in discussions and deliberations of matters brought before the Board, (iii) receive all notices, consents, minutes, documents and other information and materials that are sent, or made available to, to members of the Board, including via e-mail or by way of access to any Board portal, virtual data room or similar technological platform, and (iv) receive copies of any written resolutions proposed to be adopted by the Board, including any resolution as approved, each at substantially the same time and in substantially the same manner as the members of the Board, except that the Board Observer will not be entitled to vote on any matters brought before the Board. The right of

the Purchaser Group to appoint the Board Observer shall extend to each committee established by the Board, including any ad hoc committee, special committee, strategic advisory committee or other similarly constituted committee of the Board.

1. The Issuer may withhold information or materials from the Board Observer or exclude the Board Observer from any meeting or portion thereof if (A) the Board determines, in its reasonable good faith judgment and on the advice of external legal counsel, that such withholding or exclusion is necessary to prevent the waiver of solicitor-client or work product privilege between the Issuer and its external counsel, or would constitute a disclosable interest within the meaning of Section 147 of the Act; or (B) the Board Observer has not agreed to enter into a confidentiality agreement on terms satisfactory to the Issuer, acting reasonably. The Board shall notify the Board Observer in writing as soon as practicable in advance of any such withholding or exclusion, which notice will include (x) a reasonable description of the withholding or exclusion and the reasons therefor, and (y) a reasonable description of the withheld information or material or the meetings from which the Board Observer was excluded, as the case may be, in a manner that would preserve solicitor-client and/or work product privilege.
1. The Board Observer will not be entitled to any compensation from the Issuer.
1. The Board Observer shall be entitled to disclose to the Purchaser or any of its Affiliates any information concerning the Issuer and its business, affairs and assets that the Board Observer receives as an observer to the Board of the Issuer, provided that (i) the disclosure of such information by the Issuer is not prohibited by confidentiality obligations pursuant to written agreements between the Issuer and a third party; (ii) such information will be made available (or not made available) on the same basis as permitted to be made available (or not made available) to the Board Observer pursuant to paragraphs 13 and 14; and (iii) the Purchaser, on its own behalf and on behalf of its Affiliates, shall have agreed to enter into a confidentiality agreement on terms satisfactory to the Issuer, acting reasonably, before the Board Observer discloses any information pursuant to this section.

Information Rights

1. From and after the Closing Date and for so long as the Purchaser Group continues to hold the Minimum Number of Shares:
- (a) the Issuer will deliver to the Purchaser as soon as reasonably practicable (and, in any event, within five Business Days) such other financial and business information (including, for certainty, financial statements) relating to the Issuer as the Purchaser may reasonably request from the Issuer from time to time; and
- (b) the Issuer will provide the Purchaser, its designees and its representatives with reasonable access upon reasonable notice during normal business hours, to the Issuer and its Subsidiaries' books and records so that the Purchaser may conduct reasonable inspections, investigations and audits relating to the information provided pursuant to this paragraph 17.

Right of First Refusal

1. For so long as the Purchaser Group continues to hold at least the Minimum Number of Shares, and if during the ROFR Term, an offer (whether legally binding or not) is made by any Competitor (a "Relevant Offeror") proposing the disposal by the Issuer or any of its Subsidiaries of all or substantially all of its or their undertaking and assets (a "Sale" and such undertaking and assets, the "Sale Assets", and such proposal the "Proposed Offer"), the Issuer shall notify the Purchaser in writing of the Proposed Offer within two Business Days of receipt of the Proposed Offer (the "Transaction Notice") specifying the principal terms of the Proposed Offer and including:
- (a) the identity of the Relevant Offeror and its Affiliates;
(b) the valuation and/or consideration to be paid by the Relevant Offeror as part of the Proposed Offer;
(c) the form of consideration proposed including whether there is any escrow or holdback and, if so, the range of duration and amounts; and
(d) all other material terms and details, including a copy of the proposed term sheet or letter of intent or sale agreement (as applicable).
1. The Transaction Notice shall, and the Issuer shall procure that the Transaction Notice shall, constitute an offer by the Issuer to sell the Sale Assets to the Purchaser on the terms and conditions set out in the Transaction Notice and/or the supporting documentation provided thereto.
1. For so long as the Purchaser Group continues to hold at least the Minimum Number of Shares, the Purchaser shall have ten Business Days following receipt of the later of (i) the Transaction Notice; or (ii) the date on which any outstanding information required to be provided pursuant to paragraph 18 is delivered to the Purchaser where such information is not sufficiently detailed in the Transaction Notice (the "Offer Date") to accept such offer by notifying the Issuer and, if the Purchaser does so, the Issuer shall enter into an agreement, term sheet or letter of intent (as appropriate) pursuant to which the Issuer will agree to sell the Sale Assets to the Purchaser on the terms equivalent to those contained in the Transaction Notice and/or the supporting documentation provided thereto as soon as reasonably practicable, taking into consideration at all times all necessary steps and requirements in order for the Issuer to put the Purchaser's offer to its shareholders and facilitate the acceptance of that offer by its shareholders in accordance with all applicable Laws including Application Legislation. In connection with any such sale, the Issuer will procure the release and discharge of any encumbrances on the Sale Assets, including by directing that a portion of the sale proceeds be paid directly to the applicable secured parties.
1. If the Purchaser rejects the offer or fails to provide a response to the Issuer within ten Business Days following the Offer Date, it shall lapse, in which case the Issuer shall be permitted during the following 60 Business Days or, provided that the Issuer has put the Relevant Offeror's offer to its shareholders prior to the expiration of such 60 Business Days and for so long as the Issuer is diligently pursuing the acceptance of that offer by its shareholders in accordance with all applicable Laws, including Applicable Legislation, and such offer is capable of being accepted, such longer period (the expiration of such period, the "Longstop Date") to complete the Proposed Offer with the Relevant Offeree named in the Transaction Notice on terms not materially different to those specified in the Transaction Notice. For the avoidance of doubt, if the Proposed Offer with the Relevant Offeree named in the Transaction Notice is not completed within the Longstop Date or if the terms for the Proposed Offer with the Relevant Offeror are subsequently determined to be materially different to those specified in the Transaction Notice, the Purchaser's right of first refusal as outlined in this Appendix shall be deemed to apply mutatis mutandis to any other Sale including, without limitation, any Sale with the Relevant Offeror and its affiliates.
1. For purposes of this Appendix, the following terms shall have the following meanings:
- (a) "Competitor" means, other than a member of the Purchaser Group, any organization operating any form of real money wagering either land-based or online, or any organization offering free-to-play gaming with the intention of using it for real money wagering purposes (including sports-betting, daily fantasy games, horse-race betting, poker, online casino, or any similar offering).
- (b) "ROFR Term" means the period commencing on the Closing Date and ending nine months following the termination or expiration of the SnippLOYALTY PaaS Agreement.
1. Notwithstanding anything to the contrary contained herein, it is hereby clarified that (a) if at any time after the Closing Date, the Purchaser Group holds less than the Target Number of Shares, then all applicable rights of the Purchaser and obligations of the Issuer as set out in paragraphs 1 to 10 of this Appendix 2 shall immediately terminate and be of no further force and effect; and (b)

if at any time after the Closing Date, the Purchaser Group holds less than the Minimum Number of Shares, then this Appendix 2 including all applicable rights of the Purchaser and obligations of the Issuer as set out in this Appendix 2, shall immediately terminate and be of no further force and effect.

EXHIBIT A

SNIPPLOYALTY PAAS AGREEMENT

(see attached)

AI assistant

Snipp Interactive Inc. Capital/Financing Update 2022

46571_rns_2022-04-13_350af48b-9169-4d05-908b-96e19cde3a9d.pdf

SNIPP INTERACTIVE INC.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

INSTRUCTIONS TO PURCHASER

THIS IS NOT A PUBLIC DOCUMENT

Subscription Agreement (with related appendices, acknowledgements, provisions and forms) Page 6 of 35 pages

[RESERVED]

TERMS

The Offering

End of Terms

GENERAL PROVISIONS

1 DEFINITIONS

2 ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

2.2 Representations by the Purchaser

3 REPRESENTATIONS AND WARRANTIES OF THE ISSUER

3.2 Reliance

3.3 Survival of representations and warranties

4 COVENANTS OF THE ISSUER

5 CLOSING CONDITIONS

5.1 Conditions for the benefit of the Purchaser.

6 INDEMNIFICATION IN FAVOUR OF THE PURCHASER

7 RESERVED

8 TERMINATION

9 PERSONAL INFORMATION

10 ISSUER'S ACCEPTANCE

11 CLOSING

12 MISCELLANEOUS

End of General Provisions

APPENDIX 1

APPENDIX 2

PURCHASER RIGHTS

Governance Rights

Board Observer

Information Rights

Right of First Refusal

EXHIBIT A

SNIPPLOYALTY PAAS AGREEMENT

AI assistant

Snipp Interactive Inc. — Capital/Financing Update 2022

46571_rns_2022-04-13_350af48b-9169-4d05-908b-96e19cde3a9d.pdf

SNIPP INTERACTIVE INC.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

INSTRUCTIONS TO PURCHASER

THIS IS NOT A PUBLIC DOCUMENT

Subscription Agreement (with related appendices, acknowledgements, provisions and forms) Page 6 of 35 pages

[RESERVED]

TERMS

The Offering

End of Terms

GENERAL PROVISIONS

1 DEFINITIONS

2 ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

2.2 Representations by the Purchaser

3 REPRESENTATIONS AND WARRANTIES OF THE ISSUER

3.2 Reliance

3.3 Survival of representations and warranties

4 COVENANTS OF THE ISSUER

5 CLOSING CONDITIONS

5.1 Conditions for the benefit of the Purchaser.

6 INDEMNIFICATION IN FAVOUR OF THE PURCHASER

7 RESERVED

8 TERMINATION

9 PERSONAL INFORMATION

10 ISSUER'S ACCEPTANCE

11 CLOSING

12 MISCELLANEOUS

End of General Provisions

APPENDIX 1

APPENDIX 2

PURCHASER RIGHTS

Governance Rights

Board Observer

Information Rights

Right of First Refusal

EXHIBIT A

SNIPPLOYALTY PAAS AGREEMENT

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Snipp Interactive Inc. Capital/Financing Update 2022