Sucro — Regulatory Filings 2023

Oct 20, 2023

NATIONAL INSTRUMENT 41-101 NON-ISSUER FORM OF SUBMISSION TO JURISDICTION AND APPOINTMENT OF AGENT FOR SERVICE OF PROCESS

1. Name of issuer (the “Issuer”): Sucro Limited

2. Jurisdiction of incorporation, or equivalent, of Issuer: Cayman Islands

3. Address or principal place of business of the Issuer: 2020 Ponce de Leon Blvd., Suite 1204, Coral Gables Florida 33134

5. Description of securities (the “Securities”): Subordinate Voting Shares

6. Date of the prospectus (the “Prospectus”) under which the Securities are offered: October 19, 2023

7. Name of person filing this form (the “Filing Person”): Donald Hill

9. Filing Person's relationship to Issuer: Director

10. Jurisdiction of incorporation, or equivalent, of Filing Person, if applicable, or jurisdiction of residence of Filing Person: Bahamas

11. Address or principal place of business of Filing Person: 2020 Ponce de Leon Blvd., Suite 1204, Coral Gables Florida 33134

12. Name of agent for service of process (the “Agent”): Robins Appleby LLP

13. Address for service of process of Agent in Canada (the address may be anywhere in Canada): Suite 2600, 120 Adelaide Street West, Toronto, ON M5H 1T1

14. The Filing Person designates and appoints the Agent at the address of the Agent stated above as its agent upon whom may be served any notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal or other proceeding (the "Proceeding") arising out of, relating to or concerning the distribution of the Securities made or purported to be made under the Prospectus, and irrevocably waives any right to raise as a defense in any such Proceeding any alleged lack of jurisdiction to bring the Proceeding.

15. The Filing Person irrevocably and unconditionally submits to the non-exclusive jurisdiction of:

16. (a) the judicial, quasi-judicial and administrative tribunals of each of the provinces of Canada in which the Securities are distributed under the Prospectus; and

17. (b) any administrative Proceeding in any such province,

in any Proceeding arising out of or related to or concerning the distribution of the Securities made or purported to be made under the Prospectus.

1. Until six years after completion of the distribution of the Securities made under the Prospectus, the Filing Person shall file a new submission to jurisdiction and appointment of agent for service of process in this form at least 30 days before termination of this submission to jurisdiction and appointment of agent for service of process.

-2-

1. Until six years after completion of the distribution of the Securities under the Prospectus, the Filing Person shall file an amended submission to jurisdiction and appointment of agent for service of process in this form at least 30 days a change in the name or above address of the Agent.

2. This submission to jurisdiction and appointment of agent for service of process shall be governed by and construed in accordance with the laws of the province of Ontario.

Dated: October 19, 2023

(signed) “Donald Hill” Signature of Filing Person

Donald Hill

Print name of person signing and, if the Filing Person is not an individual, the title of the person

Agent

The undersigned accepts the appointment as agent for service of process for Donald Hill under the terms and conditions of the appointment of agent for service of process stated above.

Dated: October 19, 2023

ROBINS APPLEBY LLP

By: (signed) “Jonathan Zepp” Signature of Agent

Jonathan Zepp, Managing Partner

Print name of person signing and, if Agent is not an individual, the title of the person