Tiny Ltd. — Capital/Financing Update 2023

Apr 20, 2023

Appendices to the Offer of Finance to Tiny Capital Ltd. dated June 30, 2022

APPENDIX A

STANDARD TERMS AND CONDITIONS

$\mathbf{I}$ INTERPRETATION

$\mathbf{A}$ . Definitions

In this Agreement, unless otherwise defined in the Financing Terms and Conditions or otherwise required by context:

• $\mathbf{1}$ . "\$" shall mean the legal currency in Canada.
• $2.$ "Advance" shall mean any advance of funds made by Roynat under this Agreement.
• $3.$ "AML Legislation" is defined in Section III of this Appendix A Standard Terms and Conditions.
• "Anti-Terrorist Financing and Anti-Money $\overline{4}$ . Laundering Laws" means all applicable law concerning or related to money laundering or financing terrorism and which are applicable to Roynat, any Obligor or any affiliate thereof, including the Proceeds of Crime (Money Laundering) and Terrorist Financing $Act$ (Canada).
• "Authority" shall mean an administrative body $5₁$ that regulates and/or publishes the relevant Benchmark Rate, including any applicable governmental or regulatory body that has the direct or indirect ability to determine whether or not a Benchmark Rate shall be generally used in the market and/or published.
• 1. "Benchmark Rate" shall mean any interest rate, fee or charge in a Financing Document that is based on or equivalent to a standard regularly published rate and includes, for greater certainty, Term SOFR.

• $7.$ "Business Day" shall mean a day (other than a Saturday or Sunday) during which banks and stock markets are open in Toronto (Canada) and, in the case of drawings in US\$, in New York (USA).

• "Canadian Variable Rate" shall mean, subject to availability, the interest rate set for each Reference Period by adding [Redacted] percent ([Redacted]%) to the arithmetic mean (rounded off to three decimal points) of the bankers' acceptance rate in Canadian dollars for this period established by referring to the rate posted on each Business Day around ten o'clock a.m. $(10:00)$ , Toronto time, on the Refinitiv screen on the CDOR page under " $BA \, 1$ month" (as defined by the International

Swaps and Derivatives Association, Inc.). If such rate does not appear on the CDOR page for a Business Day during the period concerned, then the applicable rate for that day shall be The Bank of Nova Scotia's prime rate in effect at approximately the same time.

• 1. "Canadian Fixed Rate" shall mean the annual interest rate established by Roynat from time to time as being its reference rate for a fixed rate term loan having a term approximately equal to the term chosen by the Borrower which is granted by Roynat to its clients in Canadian dollars and which Roynat refers to as being its base Canadian fixed rate for the applicable term.
• $10.$ "Client Information" is defined in Section III of this Appendix A Standard Terms and Conditions.
• "Collateral" shall mean the property of the $11.$ Obligors which is encumbered in favour of Roynat under the Security Documents.
• 1. "Conforming Changes" means, with respect to either the use or administration of Term SOFR or administration, the use adoption $\alpha$ r implementation of any other Benchmark Rate, any technical, administrative or operational changes (including changes to the definition of "Business" Day," the definition of "Interest Period", or any $\frac{1}{2}$ similar or analogous definition, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods and other technical, administrative or operational matters) that Roynat decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by Roynat in a manner substantially consistent with market practice (or, if Roynat decides that adoption of any portion of such market practice is not administratively feasible or if Roynat determines that no market practice for the administration of any such rate exists, in such other manner of administration as Roynat decides is reasonably necessary in connection with the administration of this Offer of Finance and the other Financing Documents).
• $13$ "Contaminant" shall mean any solid, liquid, gas, odour, heat, sound, smoke, waste, vibration, radiation or combination of any of them resulting directly or indirectly from human activities that

may cause: (i) impairment of the quality of the natural environment for any use that can be made of it, (ii) injury or damage to property or to plant or animal life, (iii) harm or material discomfort to any person, (iv) an adverse effect on the health of any person, $(v)$ impairment of the safety of any person, (vi) rendering any property or plant or animal life unfit for use by man, (vii) loss of enjoyment of normal use of property, or (viii) interference with the normal conduct of business, and includes any pollutant or contaminant as defined in any applicable Environmental Laws and any biological, chemical or physical agent which is regulated, prohibited, restricted or controlled.

• $14$ "Control" shall mean the holding by a Person, directly or indirectly, other than as security, of the shares of a legal Person giving it the right to elect the majority of its directors.
• $15.$ "Credit Adjustment Spread" means the spread (if any), expressed as percentage interest per annum, to be added to Term SOFR for the purposes of determining the US Variable Rate.
• 1. "Default Rate" shall mean the interest rate otherwise applicable to the Loan plus [Redacted] percent ([Redacted]%) per annum.
• "Discontinuation Event" $17₁$ means $(i)$ an announcement by or on behalf of an Authority that the relevant Benchmark Rate will no longer be used or published. (ii) the relevant Benchmark Rate is not published for five consecutive Business Days and such failure is not reasonably believed to be temporary in nature, or (iii) the Authority has invoked its insufficient submissions policy or any policy of similar effect with respect to the Benchmark Rates).
• "Distribution" shall mean, in respect of a Person, 18. any form of direct or indirect payment or non-cash distribution of any of its assets made by such Person to a shareholder, unit holder, director or officer of such Person (including, without limitation, a distribution or share redemption that reduces the net worth of such Person, a dividend (other than share dividend payments) and the payment of advances (in principal or interest) owing to a third party who is a manager or employee of such Person or someone having ties thereto), but excluding the salaries paid during the normal course of business.
• 1. "Environmental Laws" shall mean the common law and all applicable federal, provincial, local, municipal, governmental, or quasi-governmental laws, rules, regulations, policies, guidelines,

licenses. orders. permits. decisions. requirements concerning Contaminants, occupational or public health and safety or the environment and any other order, injunction, judgment, declaration, notice, or demand issued thereunder.

• "Equipment" shall mean, with respect to an 20. Obligor, its present and future materials and equipment, particularly, without limitation, all the tools, instruments, furniture and vehicles.
• $21.$ "Equivalent Amount" shall mean, on a given date, the amount in \$ or in US\$, whichever the case, resulting from the conversion of an amount into US\$ or in another currency into \$ or of an amount into \$ or in another currency into US\$. respectively, at the noon spot exchange rate of the Bank of Canada for buying US\$ or another currency through \$ or for buying \$ or another currency through US\$, respectively, listed, published or otherwise announced by the Bank of Canada on that date.
• "Event of Default" shall mean any event of default $22.$ described in under the heading "Events of Default" in this Appendix "A" Standard Terms and Conditions.
• "Financing Documents" shall mean, collectively, 23 this Agreement, the Security Documents and all present and future documents, instruments, certificates and contracts delivered by an Obligor in favour of Roynat whether pursuant to this Agreement or otherwise.
• 1. "GAAP" shall mean the generally accepted accounting principles in effect from time to time in Canada, as established, set out or adopted by the Canadian Institute of Chartered Accountants or any successor body, applied consistently from one fiscal period to another, including the International Financial Reporting Standards and Accounting Standards for Private Enterprise.
• "Interest Period" shall mean each monthly period 25. commencing on the 15^th day of a month and ending on the 14^th day of the following month.
• 1. "Laws and Rules" shall mean as applicable to any Person or product or service contemplated herein ("Service"): (a) the laws, statutes, codes, acts, ordinances, orders, regulations, directives. guidelines, and other requirements of all domestic and foreign governmental and regulatory authorities having jurisdiction over the Person or Service (including the Office of the Superintendent of Financial Institutions (Canada) and any

Province, Territory or other government of Canada) and (b) the rules, standards, conditions, and other requirements of any clearing and payment systems or other financial intermediaries applicable to the Person or Service (including Rule H-1 and Rule F-1 of the Payments Canada applicable to cash management pre-authorized debits); each as may be amended or replaced from time to time.

• 1. "Lien" shall mean, any mortgage, debenture, deed of trust, lien, pledge, conventional hypothec, legal hypothec, encumbrance, prior claim, right of retention, fixed or floating charge, assignment for security purposes, consignment, security interest, royalty interest, adverse claim or defect of title, encumbering or affecting any property whatsoever, whether movable or immovable, real or personal, tangible or intangible, presumed or deemed trust, or other right benefitting its bearer, any conditional sales contract, capital lease (or financial lease) or any other rental agreement required to appear on the balance sheet as a lease contract and any other arrangement having the effect of providing security.
• 28 "Material Adverse Change" shall mean a material adverse change, individually or collectively, in the activities, assets, liabilities, financial situation or operating results of an Obligor or a change having or which may have, in Roynat's opinion, an adverse effect on an Obligor's ability to fulfill its obligations under this Agreement or under any other Financing Documents or on the validity or enforceability of any of the Security Documents.
• 1. "Obligors" shall mean the Borrower, each Guarantor, if any, and any other Person that from time to time guarantees the obligations of the Borrower to Roynat, and "Obligor" shall mean any one of them.
• "OFAC" means The Office of Foreign Assets 30. Control of the United States Department of the Treasury.
• 1. "Person" shall mean, depending on the context, any legal person, natural person, corporation or other body corporate, joint venture, company, limited liability company, partnership, agency, trust, instrumentality, unincorporated body of persons, association, government or government body or other entity.

• $32.$ "Permitted Liens" shall mean, at a given time, one or several of the following:

• $(a)$ a reserve set out in an original grant from the Crown of land or of rights in and over land, a reserve imposed by law on a title or with respect to mining rights set out in a grant from the Crown or from a predecessor in title;

• a servitude or a rite of passage for a public $(b)$ service, an encroachment, a right of view or other right, including, without limiting the generality of the foregoing, for sewers, drains, gas and water lines. conveyance $\sigma$ f steam. conduits. streetlight, hydro, telephone or telegraph wires and poles, pipelines or a zoning restriction regarding the use of an immovable of an Obligor, which will have no major adverse impact on the use for which said immovable is intended and which will not materially affect any Lien on such immovable;
• $(c)$ a Lien on taxes, rates or other charges imposed by government authorities which are not yet due or, if they are due, the validity of which is contested diligently and in good faith by an Obligor or on its behalf by means of legal proceedings duly instituted, provided that the action pertaining to their application was not the subject of an unappealable final decision and that sufficient provision has been made for paying them, in accordance with the GAAP and in a manner that Roynat deems acceptable;
• $(d)$ a Lien resulting from a judgment rendered or from a claim brought against an Obligor, which such Obligor contests diligently and in good faith by means of legal proceedings duly instituted, provided that the action pertaining to its application has not been the subject of an unappealable final decision and that sufficient provision has been made for paying it, in accordance with the GAAP and in a manner that Roynat deems acceptable;
• $(e)$ a Lien of a stakeholder in the construction or renovation of any immovable whatsoever, provided that the said Lien is securing an obligation of an Obligor which is not overdue or which has not been neglected by such Obligor or, if the obligation is overdue or such Obligor has failed to fulfill it, provided that such Obligor brings an action within fifteen (15) days of its publication in view of its cancellation or elimination, unless such

Obligor or a third party acting on its behalf does not diligently and in good faith contest the validity of the Lien by means of legal proceedings duly instituted, provided that the action pertaining to its application has not been the subject of an unappealable final decision and that sufficient provision has been made for paying it, in accordance with the GAAP and in a manner that Roynat deems acceptable;

• $(f)$ purchase money security interests consisting of any validly perfected charge, lien, security interest or other encumbrance, created, assumed or arising by operation of law after the date hereof, to provide or secure the whole or any part of the consideration for the acquisition of tangible personal property other than Inventory, where
• $(i)$ the principal amount secured thereby does not exceed the cost to the applicable Obligor of such property.
• applicable $(ii)$ the Obligor's obligation to repay is secured only by the property so acquired by such Obligor,
• $(iii)$ the property is not being acquired as a replacement or substitution for property and assets which are specifically charged hereby, and
• such security includes the $(iv)$ renewal or refinancing of any such purchase money security interest on the same property provided that the indebtedness secured and the security therefor is not increased and remains validly perfected:
• a minor title defect: $(g)$
• a Lien granted in favour of Roynat; $(h)$
• any other Lien consented to in writing by $(i)$ Roynat from time to time.
• "Real Property" shall mean the real and 33. immovable property of the Obligors, if any, including as described in Appendix B."
• "Reference Period" shall mean, with respect to $34$ any Interest Period, the period commencing on the 8th day of the month immediately preceding the

month in which such Interest Period commences and ending on the 7th day of the month in which the Interest Period commences, except that if the rate of interest hereunder is being determined:

• for the purpose of prepayment by the $(a)$ Borrower, the Reference Period shall end on the 7th day preceding the prepayment $date:$
• for any other purpose, other than the $(b)$ payment of interest on the day following an Interest Period, the Reference Period shall end on the day preceding the day on which the rate is being determined and the Reference Period following shall commence on such day and end on the next following 7th day of a month.
• 1. "Replacement Rate" means an alternate interest rate, fee, or charge, including any positive or negative spread adjustment or method for determining such spread adjustment selected by Roynat, acting reasonably, in each case giving due consideration to any market convention for similar credit facilities; provided that the Replacement Rate (together with any applicable spread) shall not be less than zero for the purposes of any Financing Documents.
• "Sanctions" shall mean any trade, economic or 36. financial sanctions, laws, regulations, executive orders, embargoes or restrictive measures imposed, administered or enforced by a Sanctions Authority.
• "Sanctions Authority" shall mean any one or a 37. combination of:
• the United Nations: $(a)$
• $(b)$ the United States of America;
• $(c)$ Canada;
• $(d)$ the United Kingdom and each respective member of the European Union; and
• $(e)$ the governments and official institutions or agencies of any of paragraphs (a) to (d) above, including the Security Council of the United Nations, OFAC, the United States Department of State, Global Affairs Canada and Her Majesty's Treasury of the United Kingdom.

• "Sanctioned Country" shall mean at any time a 38. country, region or territory which itself is the subject or target of any Sanctions.

• "Sanctioned Person" shall mean a Person that is, 39. or is directly or indirectly owned or controlled by. a Person or Persons listed, designated, or sanctioned under any Sanctions or any Person operating, organized or resident in a Sanctioned Country.

• 1. "SOFR" means a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
• 1. "Term SOFR" means the Term SOFR Reference Rate for a tenor comparable to the applicable Reference Period on the day (such day, the "Periodic Term SOFR Determination Day") that is two (2) U.S. Government Securities Business Days prior to the first day of such Reference Period, as such rate is published by the Term SOFR Administrator ("Term SOFR Screen Rate"); provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Discontinuation Event with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day. If the applicable Term SOFR Reference Rate is not available and a Replacement Rate for the Term SOFR Reference Rate has not been activated, then the percentage rate per annum shall be used which is the aggregate of:
• the US Central Bank Rate prevailing on $(a)$ the first day of the interest or discounting period, as determined by Roynat; and
• the applicable US Central Bank Rate $(b)$ Adjustment, (rounded if necessary to four decimal places with 0.00005 being rounded upwards) and if in either case the rate or aggregate of that rate (as the case may be) is less than zero, the rate shall be deemed to be zero. Provided, further, that if Term SOFR determined as provided above (including pursuant to the proviso

above) shall ever be less than zero, then Term SOFR shall be deemed to be zero.

Roynat shall provide an invoice or other billing information to the Borrower each month indicating the Term SOFR then in effect and the Term SOFR applicable to the Interest Period referenced in such invoice or other billing.

• "Term SOFR Administrator" means CME 42. Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Roynat in its reasonable discretion).
• $43.$ "Term SOFR Reference Rate" means the forward-looking term rate based on SOFR.
• 1. "US Central Bank Rate" means, for any day, (a) the short-term interest rate target set by the U.S. Federal Open Market Committee as published by the Federal Reserve Bank of New York from time to time; or (b) if that target is not a single figure, the arithmetic mean of: (i) the upper bound of the short-term interest rate target range set by the U.S. Federal Open Market Committee and published by the Federal Reserve Bank of New York: and (ii) the lower bound of that target range provided that a reference to US Central Bank Rate shall include any successor rate to, or replacement rate for, that rate
• $45.$ "US Central Bank Rate Adjustment" means, in relation to any U.S. Government Securities Business Day, the mean of the spreads (expressed as a percentage rate per annum) over the two most immediately preceding U.S. Government Securities Business Day for which the Term SOFR Screen Rate has been published of:
• the Term SOFR Screen Rate for that $(a)$ interest or discounting period on that U.S. Government Securities Business Day; and
• $(b)$ the US Central Bank Rate prevailing at close of business on that U.S. Government Securities Business Day,

as calculated by Roynat excluding the highest spread (and, if there is more than one highest spread, only one of those highest spreads) and lowest spread (or, if there is more than one lowest spread, only one of those lowest spreads).

1. "U.S. Government Securities Business Day" means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association

recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

• "US\$" or "US Dollar" shall mean the legal 47. currency in the United States of America.
• "US Fixed Rate" shall mean the annual interest 48. rate established by Roynat from time to time as being its reference rate for a fixed rate term loan having a term approximately equal to the term chosen by the Borrower which is granted by Roynat to its clients in US\$ and which Roynat refers to as being its base US\$ fixed rate for the applicable term.
• 1. "US Variable Rate" shall mean, subject to availability, for a given monthly period, the annual variable interest rate that Roynat establishes from time to time as a reference rate it uses in Canada to determine the interest rates applicable to US\$ commercial loans granted in Canada and which corresponds to the arithmetic mean of Term SOFR for a period of thirty (30) days plus (i) $0.50\%$ per annum, plus (ii) the Credit Adjustment Spread (if any), provided that if the US Variable Rate as so determined shall ever be less than zero, then the US Variable Rate shall be deemed to be zero.

B. Application of GAAP

In the event any corporate Obligor adopts any change in its policies, practices or accounting methods compared to those applied during the previous fiscal year, such Obligor shall send to Roynat any information required to ensure that the financial information provided after such change is comparable to the financial information presented in the past. In addition, all the calculations done for the purposes of the present Offer of Finance shall continue to be done according to the policies, practices and accounting methods in effect on the date of the most recent fiscal year end. In the event of such change to the policies, practices or accounting methods, Roynat reserves the right to (a) take immediate measures arising from the violations of the financing conditions or of any other term or condition set out in the present Offer of Finance which the application of the policies, practices or accounting methods revealed, and (b) at its discretion and in a reasonable manner, modify the financing conditions affected by the change.

$\mathbf{C}$ . Other Interpretation

In this Agreement, unless otherwise specified or the context otherwise requires, (i) "including" or "includes" means "including (or includes) but is not limited to" and shall not be construed to limit any general statement preceding it to the specific or similar items or matters immediately

following it, (ii) a reference to any legislation, statutory instrument or regulation or a section of it is a reference to the legislation, statutory instrument, regulation or section as amended, restated and re-enacted from time to time, and (iii) words in the singular include the plural and vice-versa and words in one gender include all genders.

II. REPRESENTATIONS AND WARRANTIES

Each Obligor (as applicable) makes the representations and provides the following warranties to Roynat, which are a valid on the date of each Advance under the Loan and on any subsequent date referred to in any of the said representations or warranties made to Roynat on the date hereof:

• $\mathbf{1}$ . It is a corporation, partnership or trust, as applicable, duly constituted, validly existing, in good standing and having the necessary capacity, power and authority to carry out its activities and sign each of the Financing Documents:
• $2.$ Each of the Financing Documents has been or will be duly authorized and constitutes or will constitute its legally valid and binding obligation:
• The authorization, creation, execution and delivery $3₁$ of each of the Financing Documents and compliance with their terms:
• does not and will not contravene any $(a)$ applicable law, regulation, rule, order, judgment or injunction or the articles, bylaws or any unanimous shareholders' agreement binding on it;
• does not and shall not result in a breach or $(b)$ a default under any indenture, instrument, lease, agreement or undertaking to which it is a party or by which it or its Collateral may become bound;
• $\overline{4}$ . It, as well as its business and its activities, are in compliance, in all material respects, with all of the applicable laws;
• $5₁$ It has filed on time all its tax returns and all the reports and statements it is to file and has paid, on time, all the taxes due and payable by their due date at the latest;
• 1. It owns or will own the Collateral, free and clear of any Lien, with the exception only of the Permitted Liens:
• $7.$ All the information and documentation (financial or otherwise) provided by it to Roynat are true and

accurate in all material respects and this information and documentation does not contain any material misstatement of fact or any omission of an important fact that is necessary to ensure that the information and documentation is not misleading, and there are no facts that it has not disclosed in writing to Roynat which could constitute a Material Adverse Change;

• 1. There has been no Material Adverse Change since the date of the last financial statements submitted by it to Roynat in accordance herewith and no situation has occurred that has constituted or could constitute a Material Adverse Change. For the avoidance of doubt, this MAC rep & warranty excludes any change in the market price of any public company shares owned by the Borrower;
• 1. There is no Event of Default and, after due diligence, no Event of Default is imminent;
• Its chief executive office is located at the address 10. indicated below its signature on the page of its acceptance of this Agreement;
• Except as disclosed in writing to Roynat, no action, $11$ lawsuit, arbitration proceeding or any other legal proceeding is in process against the Obligor nor, to its knowledge, after due diligence, is imminent;
• Except as disclosed in writing to Roynat, it does $12.$ not carry on business under any trade or business name, and does not own any Collateral or carry on any material business in any jurisdiction other than the Applicable Jurisdiction, except for Tiny Holdings Ltd., which is domiciled in the Cayman Islands:
• Except as disclosed in writing to Roynat: $13.$
• It currently conducts and maintains its $(a)$ business, operations and the Collateral so as to comply in all respects with all applicable Environmental Laws. including having all necessary licenses, permits, consents and approvals required to own or operate the Collateral and the businesses carried on at or from the Real Property:
• $(b)$ there are no Contaminants or dangerous or potentially dangerous conditions on or affecting the Collateral whether on or below the surface of the Real Property or located in any improvements thereon, including without limitation. any materials containing gasoline, polychlorinated biphenyls or radioactive substances nor are there any noxious,

dangerous, potentially dangerous or toxic substances or conditions present on properties in the vicinity of the Real Property which would affect the uses to which the Collateral may be put or the market value thereof; and

• it has not given, nor does it have an $(c)$ obligation to give, nor has it received, any notice or claim or communication regarding any past, present, planned or threatened treatment, storage, disposal, presence, release or spill of any Contaminant at, on, under or from the Real Property or any property adjacent or proximate thereto, including any notice pursuant to any Environmental Laws.
• 1. It shall use the Loan solely for the purposes described in the Program and in the normal course of business.
• To the best of its knowledge, neither it nor any of 15. its subsidiaries, directors, officers, employees, agents or affiliates (a) is a Sanctioned Person, or (b) operate, possess, own, charter, or use a vessel that is listed, designated or sanctioned under any Sanctions.
• 1. To the best of its knowledge, neither it nor any of its subsidiaries, directors, officers, employees, agents or affiliates:
• is a Sanctioned Person or does it, nor any $(a)$ such other entity or individual, operate, possess, own, charter, or use a vessel that is listed, designated or sanctioned under any Sanctions
• is engaging in or has engaged in any $(b)$ transaction or conduct that could result in it becoming a Sanctioned Person:
• is or has ever been subject to any claim. $(c)$ proceeding, formal notice or investigation with respect to Sanctions; or
• is engaging or has engaged in any $(d)$ transaction that evades or avoids, or has the purpose of evading or avoiding, or breaches or attempts to breach, directly or indirectly, any Sanctions applicable to it.
• $17.$ To its knowledge (after prudent investigation), no Person who will benefit in any capacity in connection with or from a Loan and/or any instruments and/or payments thereunder is a Sanctioned Person.

III. COVENANTS

A. Positive Covenants

Each Obligor (as applicable), declares, covenants, and agrees to:

• maintain and preserve its existence as a company, $\mathbf{1}$ . partnership or trust, as applicable, not change the nature of its business and obtain and keep all the permits, leases, licenses, rights, privileges, consents and approvals necessary for operating its business:
• $2.$ duly pay, on time, all the amounts it is to pay pursuant to the terms of these presents and of any other Financing Document at the time and place and in the currency and manner prescribed therein;
• $3.$ continue to run its business diligently, efficiently and prudently and use, conserve and administer the Collateral in the same manner;
• keep the required books, records and accounts in $\overline{4}$ . good and proper form;
• $5₁$ preserve, repair and maintain the Collateral in good condition and upgrade or replace that which has been destroyed or rendered unusable;
• 1. comply with the requirements of all the laws and regulations applicable to it, including, in particular, the laws and regulations concerning zoning and urban planning;
• 1. comply with all Anti-Terrorist Financing and Anti-Money Laundering Laws and "know your client" ("KYC") applicable laws (collectively, "AML Legislation");
• 1. adopt and maintain adequate policies, procedures and controls to ensure that it and each of its directors, officers, employees and agents is in compliance with all AML Legislation;
• $\mathbf Q$ pay without delay, on time, all the taxes, rates, assessments and other claims that may encumber the Collateral and provide Roynat, on demand, with proof of their payment without subrogation (on a semi-annual basis or more frequently, as required by Roynat) and of payment of all the amounts owing by it to the government authorities as deductions at source. The remittances include the deductions at source related to employees'

income tax, employment insurance premiums and Canada Pension Plan contributions. The proof of payment may be in the form of cancelled cheques or payment receipts issued by the government authorities.

• $10.$ insure the Collateral and keep it constantly insured against any loss or damage caused by fire or any other disaster which, according to Roynat, should be covered by insurance, up to their replacement value, as well as civil liability insurance (including environmental liability) with one or several insurance companies approved by Roynat and having adequate coverage for a company operating in the field in which it does business. The insurance policy shall also cover the value of the rental income or the loss of income due to an interruption of business, whichever the case, for a period of at least twelve (12) months. Any indemnity under such policy shall be payable to Roynat, based on its interest, pursuant to a mortgage clause formulated as suggested by the Insurance Bureau of Canada and providing for a notice of at least thirty (30) days to Roynat if the insurance policy is amended or cancelled. No insurance policy shall contain a co-insurance clause without the prior written consent of Roynat.
• 1. shall, forthwith on the happening of any loss or damage, provide at its sole expense, all necessary proofs and do all necessary work to repair or necessary acts to enable Roynat to obtain payment of the insurance moneys subject to the rights of the holders of Permitted Liens.
• 1. submit every insurance policy immediately to Roynat and subsequently provide it with proof of its renewal or its replacement at least thirty (30) days before its expiry, failing which, Roynat may, if it so desires, without requesting or giving notice, renew or replace such policy at its expense, without prejudice to its other rights;
• advise Roynat in writing of the occurrence of any 13. Event of Default, of any action, lawsuit or proceeding instituted which concerns such Obligor, or of the registration of a Lien on its property, whether it is a Permitted Lien or not;
• allow Roynat's representatives, upon reasonable $14$ notice and during normal business hours, to examine and copy its books and records or to take extracts therefrom, to inspect the Collateral and to discuss its activities and business with its directors and external accountants:
• $15.$ keep all its bank accounts at a financial institution acceptable to Roynat and deposit into these

accounts all the amounts received in relation to its dehts:

• promptly provide Roynat: 16.
• upon request with such documentation $(a)$ and information (hereinafter, "Client Information") as may be required from time to time to enable Roynat to establish the identity and existence of each Obligor. its directors, officers and shareholders and to otherwise allow Roynat to meet its record-keeping, reporting and ongoing monitoring obligations under applicable law and regulations, including under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada): and
• $(b)$ with updated Client Information if it becomes aware of any circumstances that would cause the Client Information previously provided to Roynat to be incomplete or materially inaccurate in any way:
• $17.$ comply with the requirements of all Environmental Laws including, without limitation, as follows:
• $(a)$ shall conduct and maintain the Real Property, the Collateral and its business, operations, and shall cause any tenant of the Real Property to maintain the Real Property and its business operations, so as to comply in all respects with all applicable Environmental Laws. obtaining all necessary including licenses, permits, consents and approvals required to own or operate the Collateral and the business carried out on, at or from the Real Property;
• except as specifically permitted by $(b)$ Roynat in writing, it shall not permit or suffer to exist. Contaminants or dangerous or potentially dangerous conditions in, on or below the Real Property including, without limitation, any polychlorinated biphenyls, radioactive substances, underground storage tanks, asbestos or urea formaldehyde foam insulation;
• has no knowledge of the existence of $(c)$ Contaminants or dangerous or potentially dangerous conditions at, on or under the Real Property or any properties in the vicinity of the Real Property which could affect the Real Property or the market

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value thereof or in levels that exceed the standards in Environmental Laws:

• has no knowledge of the Real Property, or $(d)$ any portion thereof, having been used for the disposal of waste:
• has not given or received, nor does it have $(e)$ an obligation to give, any notice, claim, communication or information regarding any past, present, planned or threatened treatment, storage, disposal, presence, release or spill of any Contaminant at, on. under or from the Real Property or any property in the vicinity of the Real Property, including any notice pursuant to any Environmental Laws or any environmental report or audit. It shall notify Roynat promptly and in reasonable detail upon receipt of any such claim, notice, communication or information or if it becomes aware of any violation or potential violation by it or any tenant of the Real Property of any Environmental Laws and shall describe therein the action which it intends to take with respect to such matter;
• $(f)$ shall at its expense establish and maintain a system to assure and monitor continued compliance with, and to prevent the contravention of, Environmental Laws, which system shall include periodic reviews of such compliance system;
• shall provide confirmation to Roynat $(g)$ upon request but not less often than annually that it is in compliance with all applicable Environmental Laws and that there is no default under this Section $15(g)$ . Upon request, it shall provide Roynat with a duly completed environmental questionnaire, in Roynat's form:
• shall promptly advise Roynat in writing $(h)$ of any material adverse change in the environmental or other legal requirements affecting it or the Collateral or the Real Property upon it becoming aware of any such change, and it shall provide Roynat with a copy of any of the orders, by-laws, agreements or other documents pursuant to which any such change is effected or documented:
• $(i)$ shall at its expense promptly take or cause to be taken any and all necessary remedial or clean-up action in response to the presence, storage, use, disposal, transportation, release or discharge of any

Contaminant in, on, under or about any of the Real Property, or used by it or any tenant of the Real Property, in compliance with all material laws including, without limitation, Environmental Laws, and in accordance with the orders and directions of all applicable federal, state, provincial, municipal and local governmental authorities:

• $(i)$ shall deliver to Rovnat a true and complete copy of all environmental audits, evaluations, assessments, studies or tests relating to it, the Real Property or the Collateral now in its possession or control or forthwith after the completion thereof, or upon such materials coming into its possession or control;
• shall at its expense, if reasonably $(k)$ requested by Roynat in writing, retain an environmental consultant acceptable to Roynat, acting reasonably, to undertake environmental tests and to prepare a report or audit with respect to the Real Property and deliver same to Roynat for its review; and,

• $(1)$ shall indemnify and save harmless Roynat, its officers, directors, employees, agents and shareholders from and against all losses, liabilities, damages or costs (including complete reimbursement for 100% of all legal fees and disbursements) suffered including, without limitation, the cost or expense of any environmental investigation, the preparation of any environmental or similar report, and the costs of any remediation arising from or relating to any breach of the foregoing covenants of this Section 15(1), any breach by it, any tenant or any other Person now or hereafter having an interest in the Collateral or the Real Property which is asserted or claimed against Roynat; the presence, in any form, of any Contaminant on or under the Real Property, or the discharge, release, spill or disposal of any contaminant by it, which is asserted or claimed against any of these indemnified persons. This indemnity shall survive the payment in full of all amounts due under or in connection with the Financing Documents and the discharge of the Security Agreements. Roynat shall hold the benefit of this indemnity in trust for those indemnified persons who are not parties to the Financing Documents.

• notify Roynat promptly in writing on becoming aware of same, and in reasonable detail, if such Obligor:

• engages in any trade, commerce or other $(a)$ dealings commercial with any Sanctioned Person, or any country that is the subject of any Sanctions;
• $(b)$ becomes a Sanctioned Person; or
• $(c)$ receives notice of or becomes aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority.

$\mathbf{R}$ Negative Covenants

$(b)$

18.

• $\mathbf{1}$ . Without the prior written consent of Roynat, each Obligor (as applicable) declares, covenants and agrees not to:

• generate, contract, accept responsibility $(a)$ for or allow the existence of a Lien encumbering the Collateral or any part thereof, with the exception of the Permitted Liens except that it may give security to its banker (as acceptable to Roynat acting reasonably, but not to more than one banker or to a banking syndicate) on its inventory or under assignments of its trade receivables (by way of confirmation, trade receivables do not include the proceeds of the sale or disposition of Collateral or the proceeds of life insurance policies assigned to Roynat) and such security, if validly perfected, shall rank prior to the interest granted hereby on such inventory and accounts receivable without further action by Roynat:

  • sell, assign, rent or otherwise alienate the Collateral or any part thereof, except (i) the sale of its inventory in the ordinary course of its business, and the sale or other disposal $(ii)$ of furniture. machinery. equipment vehicles and accessories having an aggregate value of not more than \$500,000 which is no longer necessary or useful to the operation of its business or which has become outdated, damaged or otherwise unusable, provided that it substitutes them immediately with other property of the same nature and value so as to form part of the Collateral. Specific allowance is given for the proposed sale of Meta domain name for proceeds of circa \$2,200,000.

• $(c)$ change the nature of its business;

• $(d)$ conclude a merger or any other form of amalgamation of companies or proceed with its liquidation or dissolution; or

• change the date of its fiscal year end. $(e)$

• $\overline{2}$ . Each Obligor (as applicable), declares, covenants and agrees not to:

• fund all or part of any payment or $(a)$ repayment in connection with any obligation under this Agreement out of proceeds derived from business or transactions with a Sanctioned Person, or from any action which is in breach of any Sanctions:
• take, directly or indirectly, any action $(b)$ with respect to the use of proceeds from a Loan that will result in a violation by any Person (including, without limitation, an Obligor or Roynat) of the laws of any applicable jurisdiction, including without limitation, Sanctions.

$\mathbf{C}$ . Other Covenants

• $1.$ Each Obligor agrees and acknowledges:

• $(a)$ That Roynat is required to act in accordance with, and it is Roynat's policy to comply with, Laws and Rules, including those which relate to Sanctions and the prevention of money laundering, terrorist financing, bribery, corruption and tax evasion; and Roynat may take any action (a "Compliance Action") that Roynat, in its sole discretion, considers appropriate to act in accordance with Sanctions or other laws and rules. Such Compliance Action may include the interception and investigation of any payment, communication or instruction, or other information; the making of further enquiries as to whether a Person is subject to any Sanctions; and the refusal to process any transaction or instruction (including advance or acceptance of repayment of funds) that does not conform with Sanctions:

• Page 11

• $(b)$ That pursuant to AML Legislation, Roynat may be required to obtain, verify and record information regarding each Obligor, each of their respective subsidiaries and each of their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of any of them, and the transactions contemplated herein. Each Obligor shall, promptly provide all such information as may be reasonably required by Roynat, or any assignee or participant of Roynat, in order to comply with AML Legislation.

IV. EVENTS OF DEFAULT

A. Events of Default

The occurrence of any of the following events shall constitute an Event of Default under the terms hereof:

• $\mathbf{1}$ . if any Obligor fails to make the payment of any amount of principal, interest, charges or other amounts owing under this Agreement or under any other Financing Document;
• $2.$ if any representation or warranty made or given in this Agreement or in any other Financing Document proves at any point to be false or misleading in any material respect:
• $\overline{3}$ . if any Obligor fails to honour one or several of its Covenants or obligations set out in this Agreement or in any other Financing Document, subject to a 10-day cure period from the time notice is provided to the Borrower in respect of Event of Default;
• $\overline{4}$ . if a third party obtains a final and binding judgment against any Obligor amounting to \$250,000 or more, and such judgment is not satisfied within thirty (30) days from the date it is rendered:
• $5₁$ if a creditor of an Obligor institutes an action or gives notice for the purpose of exercising its rights and recourse against any Collateral, particularly by seizure, notice of intention, notice of closure, taking of possession, registration of a legal hypothec or the like;
• 1. if any Obligor fails to meet any monetary or nonmonetary obligation in an amount exceeding \$250,000 to any of its other creditors or to Roynat under any other financing other than that provided for herein;
• $7.$ if any other important provision of this Agreement or of any other Financing Document is declared invalid or unenforceable;
• 1. if there is a change in Control of any Obligor without the prior written consent of Roynat;
• $9₁$ if any Obligor commits an act of bankruptcy within the meaning of the Bankruptcy and Insolvency Act (Canada) or assigns its property in favour of its creditors or files or consents to the filing of a petition in bankruptcy or a proposal under the Bankruptcy and Insolvency Act (Canada) or if any Obligor is deemed insolvent or bankrupt, or consents or approves or makes a petition or applies to the court for the appointment of a trustee,

fiduciary, liquidator or receiver with respect to itself or its property, or if any Obligor institutes proceedings with respect to itself or its property pursuant to any law that concerns a reorganization, an arrangement, a recovery, a compromise or a liquidation, in any jurisdiction whatsoever (hereinafter called "Bankruptcy Proceedings") or if Bankruptcy Proceedings are instituted against any Obligor or if a trustee, fiduciary, liquidator or receiver for any Obligor or for its property is appointed or if any Obligor consents to, approves or accepts any Bankruptcy Proceedings or the appointment of any trustee, fiduciary, liquidator or receiver with respect to itself or its property; unless, if Bankruptcy Proceedings are instituted against any Obligor, the latter had the right to contest it in good faith and unless Roynat is satisfied, at its entire discretion, that the repayment of the amounts owing under the Loan will not be compromised;

• 1. if any Obligor takes any proceedings for its dissolution, liquidation or amalgamation with another company or if the legal or corporate existence of any Obligor shall be terminated by expiration, forfeiture or otherwise;
• $11.$ if any Person which is a party to any Financing Document (other than an Obligor) defaults in the performance of any condition or covenant in favour of Roynat, and such default continues for ten (10) days after written notice thereof to the Borrower by Roynat;
• $12.$ if Roynat considers in good faith that a Material Adverse Change has occurred or is about to occur: or.
• if Roynat determines in its reasonable discretion $13.$ upon receipt of the notification described in Section III, paragraph A.16 that the effect of the subject matter of such notice could reasonably be expected to have a material adverse effect.

The mere lapsing of the time allotted to an Obligor for fulfilling an obligation provided for in this Agreement or in any other Financing Document constitutes a default on the part of such Obligor, without any notification or formal notice being necessary.

B. Remedies

• $\mathbf{1}$ . On the occurrence of an Event of Default:
• $(a)$ all the amounts owing by the Borrower under the Financing Documents shall, (i) at the option of Roynat, become

immediately due and payable, and (ii) bear interest at the Default Rate;

• $(b)$ Roynat may terminate the Borrower's right to use the Loan and to obtain Advances thereunder:
• Roynat may immediately terminate one $(c)$ or more of the Financing Documents, in its discretion, without cost or penalty;
• $(d)$ Roynat may carry out any obligation of any Obligor which such Obligor has failed to honour in the stead, place and at the expense of such Obligor; and
• $(e)$ Roynat may exercise all the rights and recourses available to it under the Financing Documents and the law.
• Notwithstanding paragraph IV. B.1 above, Roynat $\overline{2}$ . may, without prejudice to the option of subsequently exercising any right or recourse available to it, waive an Event of Default or grant time to remedy it or take other measures that would seem to be in its interest to take.

$\mathbf{V}$ . CONDITIONS PRECEDENT

The disbursement of the first Advance is subject to the delivery to Roynat of the following documents, in form and content acceptable to Roynat and to its legal advisors:

• $\mathbf{1}$ . certified true copy of the governing documents of each Obligor;
• $2.$ certified true copy of a resolution of the board of directors of each Obligor;
• certificate of attestation, certificate of compliance $\overline{3}$ . and any other similar certificate concerning each Obligor, issued by the competent authorities in all jurisdictions where Roynat holds security under the Security Documents;
• $\overline{4}$ . delivery of all the Security Documents and confirmation that each Security Document has been registered in all applicable jurisdictions in order to grant them the priority provided for herein and to render each Security Document enforceable against third parties;
• a certificate signed by each Obligor confirming $5₁$ certain facts related to the present financing;
• copy of the certificate(s) (or, if required by Roynat, 6. the policies) of insurance issued in favour of each Obligor, demonstrating that such Obligor took out the requisite insurance under this Agreement. Roynat reserves the right to hire an insurance consultant at the Borrower's expense for the

purpose of reporting to it regarding the sufficiency of the insurance coverage of the Obligors, and Roynat must be satisfied that all the deficiencies identified in the said report have been corrected in accordance with the consultant's recommendations:

• $7₁$ in the event that any of the Security Documents include a fixed charge on Real Property:
• (i) an up-to-date survey of the Real $(a)$ Property sent to Roynat, and (ii) an opinion on title issued by legal counsel acceptable to Roynat and forwarded to Roynat confirming that such Security Document creates a valid charge (ranking as required by the Offer of Finance) over the Real Property in favour of Roynat,
  • $\overline{or}$
• $(b)$ (i) a title insurance policy that is satisfactory to Roynat, including all the riders that Rovnat deems useful or necessary and which is issued by a title insurance company acceptable to Roynat, or (ii) a commitment to insure that is satisfactory to Roynat, including all the riders that Roynat deems useful or necessary and which is issued by a title insurance company acceptable to Roynat, as well as confirmation from the title insurance company that the issuance of the policy is only conditional on payment of the premium and on confirmation of registration of the applicable Security Document in the appropriate land registry office:
• $8₁$ search reports concerning the Liens encumbering the Collateral prepared by Roynat's legal advisors covering each applicable jurisdiction;
• 1. Roynat is fully satisfied with the quality, value, and eligibility of all assets to be financed;
• 1. proof that all the charges and fees payable by the Borrower under this Agreement have been paid; and
• $11.$ all other documents and information that Roynat may reasonably require.

VI. GENERAL CONDITIONS

A. Fixed Rate Conversion/ Extension Option

The following terms and conditions apply to any conversion or extension of a fixed rate Loan:

• $\mathbf{1}$ . The Borrower must send Roynat a written request to this effect at least five (5) Business Days before the conversion date or the expiry date of the fixed rate interest period then current.
• 1. No Event of Default exists at the time of the conversion or extension request.
• $3₁$ Any conversion or extension as provided for herein shall be carried out at the entire discretion of Roynat. If Roynat agrees to follow up on the Borrower's request, Roynat shall send to the Borrower, within five (5) Business Days following receipt of the Borrower's request, written confirmation indicating:
• $(a)$ the interest rate applicable to the Loan in question;
• $(b)$ the length of the term during which the Loan will bear interest at a fixed rate:
• the effective date from which the Loan in $(c)$ question will bear interest at a fixed rate;
• $(d)$ any additional change to these presents required by Roynat following such conversion or extension; and
• the new repayment terms of the Loan in $(e)$ question following the conversion or extension, including the terms and conditions applicable to prepayment.
• $\overline{4}$ . The conversion or extension of the Loan in question shall only take effect upon acceptance by the Borrower of the confirmation letter submitted by Roynat. A fee of $$1,000$ shall apply.

$\overline{B}$ . Calculation of Interest

Interest is calculated on the basis of a 365-day year, except in the case where interest is calculated based on the US Variable Rate or the US Fixed Rate, in which case it is calculated on the basis of a 360-day year.

For the purposes of the Interest Act (Canada), the annual interest rate equivalent to the US Variable Rate or the US Fixed Rate is obtained, expressed in decimals, by multiplying such rate by a fraction where the numerator equals the number of days included in that year and where the denominator equals 360.

Page 14

Notwithstanding any other provision of this Agreement or any other Financing Document, if the amount of any interest, premium, fees or other monies or any rate of interest stipulated for, taken, reserved, collected or extracted under any of the Financing Documents would otherwise contravene the provisions of Section 347 of the Criminal Code (Canada) or Section 8 of the Interest Act (Canada), or any successor or similar legislation, or would exceed the amounts which Roynat is legally entitled to charge and receive under any law to which such compensation is subject, then such amount or rate of interest shall be reduced to such maximum amount as would not contravene such provision; and to the extent that any excess has been charged or received Roynat shall apply such excess against any amounts owing by the Borrower under the Financing Documents and refund any further excess amount.

$\mathbf{C}$ . Records

The records of any Advance or any repayment related hereto as well as the records of any interest, charges or other amounts owing under this Agreement or any other Financing Document, as held by Roynat, constitute prima facie proof of the Borrower's indebtedness to Roynat, as it may fluctuate from time to time.

D. Increased Costs and Taxes

If, because of a change to the applicable laws, regulations, rules or orders or because of measures taken in accordance with a guideline or requirement of an authority with which Roynat is bound to comply, Roynat incurs or shall incur increased costs or withstands or shall withstand a reduction in the return on capital related to a Loan, the Borrower must indemnify Roynat for such increased costs or reduced return. All payments pertaining to a Loan must be made free of any withholding tax or of any other current or future tax, rate or deduction.

$\mathbf{E}$ . Indemnification

Each Obligor undertakes to indemnify Roynat for any damages, claims, losses, liabilities or expenses borne or incurred by Roynat which can be attributed to the Loan or result directly or indirectly therefrom. Each Obligor undertakes to indemnify Roynat as well as its administrators, officers, employees, agents, successors and assigns and to side with it as regards any applications, lawsuits, judgments, damages, costs, losses or allegations of losses or claims suffered, imposed or incurred by Roynat and arising or resulting from damages caused to the environment by actions or omissions in the operation of its business or in the exercising of its activities or by the contamination of its properties or even by the contamination coming therefrom or any violation of the Environmental Laws, with the exception of claims resulting from the gross or intentional negligence of Roynat.

Each Obligor hereby further agrees to indemnify and hold harmless Roynat, to the fullest extent permitted by applicable law, for all losses and liabilities (including without limitation due to claims by a third party), incurred by Roynat as a result of any breach by the Obligor of its undertakings and representations contained in this Agreement with respect to Sanctions and/or due to any action taken by Roynat to enforce its rights under this indemnity. No action taken by Roynat pursuant to this Agreement, including the grant of a Loan, issuance of any financial instruments thereunder or processing of any payments or transactions, nor any action taken by such Obligor in relation thereto, shall be deemed to be a waiver of any of Roynat's rights under any provisions of this Agreement related to Sanctions nor shall they act to relieve such Obligor of its obligations or liabilities in relation thereto.

$F₁$ Discontinuance of Benchmark Rate; Conforming Changes

Notwithstanding anything to the contrary in this Agreement or any other Financing Document, following a Discontinuation Event. Roynat may amend this Agreement and any other relevant Financing Document to replace the Benchmark Rate with a Replacement Rate for the next following Interest Period by providing the Borrower with notice thereof, following which the Borrower shall (a) if the relevant credit is an operating facility, have the right to prepay in full, without penalty, the outstanding principal balance under the affected credit plus any accrued interest on the amount prepaid at the end of the then current Interest Period, or (b) if the relevant credit is a term facility or revolving term facility, have the right to prepay the credit in full at the end of the then current Interest Period in accordance with the terms of prepayment set out in this Agreement, including any prepayment fees or penalties.

In connection with the use or administration of Term SOFR. Roynat will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Financing Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Financing Document.

$G_r$ Applicable Laws

This Agreement shall be governed and interpreted according to the laws of the Applicable Jurisdiction.

H. Successors and Assigns

This Agreement shall be binding on the parties hereto and their respective successors and assigns. Roynat is entitled to assign the Loan and the Financing Documents in whole or in part to any other Person without the Borrower's

consent. The Borrower shall continue to do business with Roynat until Roynat advises the Borrower otherwise. Notwithstanding the foregoing, the Borrower is not entitled to assign its rights or obligations hereunder without the prior written consent of Roynat.

L. Sharing of Information

Roynat may communicate confidential information regarding the Obligors to any potential assignee of the Loan or part thereof in accordance with the terms hereof without incurring any liability.

$\mathbf{J}$ . Modification and Renunciation

Any change to or waiver of a provision of this Agreement shall not take effect unless it is in writing and signed by Roynat and each of the Obligors. The fact that Roynat does not exercise a right or recourse available to it under these presents, or delays in doing so, shall not constitute Roynat's waiver of such right or recourse.

K. Cancellation Rights

In addition to any repayment or other cancellation rights, pursuant to any applicable laws the Borrower might have with respect to a particular Loan, if the Borrower is an Eligible Enterprise (which is defined as a business with authorized credit of less than \$1,000,000, fewer than 500 employees and annual revenues of less than \$50,000,000), the Borrower may cancel one or more Loans within three (3) Business Days of entering into this Commitment Letter. If the Borrower notifies Roynat of cancellation of the applicable Loan within that time period, Roynat will acknowledge receipt of the cancellation notice and advise the Borrower of any reimbursement amounts to which the Borrower may be entitled. Roynat is not obliged to reimburse the Borrower or return amounts to the Borrower in relation to (a) any amounts related to the Borrower's use of any Loan prior to cancellation, and (b) any expense that Roynat has reasonably incurred in providing the Borrower with any Loan.

L. Notices

Any notice under the Financing Documents must be given in writing and hand delivered to the party concerned or be sent to it by prepaid registered mail or sent by fax or email, and the date of receipt of the said notice, if hand delivered, shall be considered its delivery date; if sent by mail as indicated above, the third $(3^rd)$ Business Day following the date it was sent and, if it is sent by fax or email, the transmission date if the transmission is done before 1:00 p.m. on a Business Day, and the Business Day following the transmission date in all other cases. The addresses of the parties hereto for the purposes of any notice are those written below their names on the signature pages of these

presents or any other address that a party may indicate by means of a notice sent in the manner set out above.

M. Entire Agreement

This Agreement and the other Financing Documents constitute the entire contract between the parties to the There is no verbal declaration, promise or Loan arrangement in respect of the Loan.

N. Exchange Rate

The conversion into Canadian Dollars of any amount owing by the Borrower in US\$ required for the purpose of obtaining a judgment is done on the Business Day preceding the judgment date.

In the event of a fluctuation in the exchange rate between the Business Day preceding the judgment date and the payment date, the Borrower shall pay to Roynat on demand (or, if need be, deducted from the payment) the necessary amount to ensure that the amount paid in Canadian dollars is equivalent to the amount owing in US\$, after the conversion, on the payment date. The Borrower's obligations under this paragraph constitute an additional obligation on top if its other obligations resulting from the judgment rendered against it.

O. Application of Payments

Should an Event of Default occur, Roynat shall apply all the amounts it receives regarding the secured obligations, unless it indicates otherwise in writing, firstly to the payment of the fees, charges and other expenses incurred by Roynat under these presents or under other Financing Documents; secondly to the payment of interest owing on the Loan; thirdly to the payment of principal on the Loan and fourthly to the payment of other secured obligations.

Page 16

After an Event of Default has occurred, Roynat shall have discretionary authority regarding the application of all the amounts it receives (including the proceeds from realizing on any security held by Roynat).

P. Paramountcy

In the event of an inconsistency between the provisions of this Offer of Finance and of any other agreement entered into or given by an Obligor in favour of Roynat, the terms of this Offer of Finance shall prevail to the extent of any such conflict.

O. Novation

It is expressly understood and agreed between the parties that this Agreement does not create novation of the Loan and Roynat expressly reserves all its rights and recourses under the Loan and the Financing Documents. Except as expressly provided for herein, the Borrower's obligations with respect to the Loan will not be deemed to be amended, except in the manner provided for herein. This Agreement will not have the effect of releasing any Obligor from their obligations with respect to Roynat under the Loan or the Financing Documents.

R. Customer Care

Every Scotiabank branch is committed to providing prompt answers to any questions you may have about your account.

If you have a complaint or wish to access Scotiabank's complaint handling process, please contact your Bank Representative or visit us at:

https://www.scotiabank.com/resolvingyourcomplaint

Page 17

Appendices to the Offer of Finance to Tiny Capital Ltd. dated June 30, 2022

APPENDIX B

DESCRIPTION OF PROPERTY

REAL PROPERTY

A. Immovable/Real Freehold

$N/A$

B. Leasehold

$N/A$

PERSONAL PROPERTY

All present and after-acquired personal property of the Obligor subject only to a prior charge in favour of Royal Bank of Canada on personal property located at [Redacted] only.

Appendices to the Offer of Finance to Tiny Capital Ltd. dated June 30, 2022

APPENDIX C

PRIVACY CONSENT

Information

You and the undersigned, your individual principals, key employees and agents, shareholders and/or guarantors and persons otherwise connected with this Agreement (each, a "Principal") agree that in the process of providing services under this Agreement, we may collect, use and disclose certain personal and business information ("Information") from and about you and your Principals. Information may be collected from and disclosed to our agents, affiliates, third party service providers, credit bureaus, credit reporting agencies, other credit grantors, any person you and your Principals have or propose to have financial relations with as well as third parties who wish to become involved in the syndication of a loan, lease or other investment in which your Information is relevant, or who are involved in risk assessment, risk management or due diligence in the context of a financial transaction or proposed financial transaction. You authorize any person whom we contact in this regard to provide such Information to us.

Authorization

You and your Principals acknowledge that we may transfer your information to other offices within Roynat where we do business. As a result, Information may be accessible to regulatory authorities in accordance with the laws of those jurisdictions.

We may collect, use and disclose your and your Principals' Social Insurance Number ("SIN") or other personal identifiers to verify and report credit information to credit bureaus or credit reporting agencies as well as to confirm your and your Principals' identities. The provision of SIN is optional, and you may refuse to consent to the use and disclosure of your SIN for these purposes, other than as required by law.

We may share Information with other members of the Scotiabank Group (as defined in the Scotiabank Privacy Agreement found at scotiabank.com¹) so that these companies may tell you and the Principals directly about their products and services. Consent to this is not a condition of doing business with us and such consent may be withdrawn by you at any time. For more information, please refer to the Scotiabank Privacy Agreement, mentioned above.

Consent

By choosing to provide us with Information, you and your Principals are consenting to its use in accordance with the principles set out in the Scotiabank Privacy Agreement, a copy of which may be viewed and obtained at any time at roynat.com², and the terms and conditions set out above. To the extent any Information covered by this Agreement is about or relates to any Principals, you agree to obtain or permit us to obtain the written consent of such individuals to the collection, use and disclosure of their Information in accordance with this Agreement (which can include the execution of a copy of this Agreement) and will provide a copy of such signed, written request upon our request.

Individual Signature:		Individual Signature:
Name:	Andrew Wilkinson		Name: Christopher Sparling
Date:		Date:

^<sup>1 Web address: https://www.scotiabank.com/ca/en/about/contact-us/privacy/privacy-agreement.html

^<sup>2 Web address: https://www.roynat.com/ca/en/legal-privacy.html

Page 19

Appendices to the Offer of Finance to Tiny Capital Ltd. dated June 30, 2022

APPENDIX D

PRE-AUTHORIZED DEBIT

By your acceptance of this Offer of Finance, you authorize Roynat and the financial institution designated below (or any other financial institution you may designate at any future time) to begin deductions of amounts sufficient to cover all regularly scheduled payments owing in connection with the financing provided for herein. Regular monthly payments of principal and fixed or variable interest, or blended payments of principal and interest, all as provided for in this Offer of Finance, will be debited from your specified account on the 15^th day of each month. In the case of a variable interest rate, Roynat is authorized to calculate the amount and debit the account below for any amount required to adjust the required monthly interest payment to take into account increases or decreases in the applicable variable interest rate. Notwithstanding this Pre-Authorized Debit arrangement, if Roynat requests payment by cheque of amounts due to it, you agree to pay those amounts by cheque.

This authority is to remain in effect until Roynat has received written notification from you of its change or termination. This notification must be received at least fifteen (15) days before the next debit is scheduled.

You may obtain a sample cancellation form or further information on your right to cancel this authorization either from your financial institution or by visiting www.cdnpay.ca.

You have certain recourse rights if any debit does not comply with this Agreement. For example, you have the right to receive reimbursement for any debit that is not authorized or is not consistent with this Agreement. To obtain more information on your recourse rights, you may contact your financial institution or visit www.cdnpay.ca

You expressly waive the right to receive any form of pre-notification of the amount(s) to be debited, any adjustments to the amount of interest to be debited in the case of a variable interest rate and any change in the date(s) of such debiting.

We confirm this is a Business Pre-Authorized Debit arrangement. Please attach your cheque marked "VOID" to this Offer of Finance. You also agree to provide Roynat with written notice of any change to the bank, branch or account specified below.

For this authorization, your bank is:

Bank:	Royal Bank of Canada
Address:	1079 Douglas Street, Victoria, BC V8EW 2C5
	Branch: [Redacted]	Institution: [Redacted]	Account Number:	[Redacted]
	5 digits	3 digits

Roynat's contact information for the purposes of inquiries, information or recourse in respect of this Pre-Authorized Debit arrangement is:

Address:	702 Yates St., Victoria, BC V8W 2T2
Attention:	Catherine Ciolli, SR. CSO
Facsimile:	1.604.668.2138
Email:	[Redacted]

ATTACH A SAMPLE CHEOUE MARKED "VOID"

Appendices to the Offer of Finance to Tiny Capital Ltd. dated June 30, 2022

APPENDIX E

INSURANCE BROKER CONTACT INFORMATION AND RELEASE

Please provide the following information for our records:

Insurance Broker:	Brokerage Name:	Megson FitzPatrick
	Contact Name:	[Redacted]
	Address:	[Redacted]
	Phone $No.$ :	[Redacted]	Fax $No.$ :
	E-mail Address:	[Redacted]

Please provide the following information if you would like to be copied on all correspondence addressed to your Broker from Roynat Inc.:

Contact Name:	Ramneet Mann
Please Copy via:	Confidential Fax No.:
	Confidential E-mail:	[Redacted]

You and/or your guarantors and persons otherwise connected with this Agreement, hereby authorize the above noted Broker to release insurance information required by Roynat Inc./Roynat Capital Inc. and their insurance risk management consultant, |p/a|, for this transaction.

You and/or your guarantors and persons otherwise connected with this Agreement, hereby authorize Roynat Inc./Roynat Capital Inc. to release information necessary to determine insurance requirements, as needed, to $N/A$ for the purposes of conducting an insurance review.

Borrower:

Tiny Capital Ltd.

Per:

Name: Andrew Wilkinson Title: Director

Per:

Name: Title: