August 16, 2022

Dribbble Holdings Ltd. 524 Yates St. Victoria, BC C7W 1K8

Attention: Zack Onisko, Brandon Green & Rob Simmerling

Dear Zack, Brandon and Rob:

We confirm that, subject to acceptance by you, The Bank of Nova Scotia (the "Bank") will make available to Dribbble Holdings Ltd. (the "Borrower"), the following credit facilities on the terms and conditions set out in this letter (the "Commitment Letter"):

CreditNumber	Type of Facility	Authorized Amount	New Facility, Renewal,Amendment
01	Revolving Term Credit	Maximum US $25,000,000	New Facility
02	Operating Credit	Maximum US $1,500,000	New Facility
03	Scotiabank Visa Business Card Facility (USD)	Maximum US $300,000(Sublimit of Credit 02)	New Facility

The business and financial terms applicable to the above credit facilities are set out in detail below, and the Bank's general terms and conditions for all credit facilities are set forth below in the section entitled "General Terms and Conditions".

If the terms set out in this Commitment Letter are acceptable to you, please sign, and have the guarantors (if any) sign, the enclosed copy of this letter in the spaces indicated below and return it to us by the close of business on August 31, 2022 after which date this offer will lapse.

This Commitment Letter amends and restates all previous commitments (if any) issued by the Bank to the Borrower

[signature pages follow]

Yours truly,

THE BANK OF NOVA SCOTIA

By:__	___________	By:
	Name: Johnny Dewan	Nam	Jeffrey Liu
Title:	Principal, Technology & Innovation Banking	Title:	Associate Director, Technology & Innovation Banking

Acceptance by Borrower

The arrangements set out in this Commitment Letter are hereby acknowledged and accepted by the Borrower on August______, 2022.

The Borrower confirms that the product(s) and/or service(s) offered to the Borrower in this Commitment Letter will not be used for or on behalf of any individual or entity other than the Borrower and the other parties named in the Commitment Letter, if any, for whose benefit such products and services are intended.

Dribbble Holdings Ltd.

By:	By:
Name:	Name:
Title:	Title:

Name: Name:

Yours truly,

THE BANK OF NOVA SCOTIA

By:_________________________ By: Name: Johnny Dewan Name: Jeffrey Liu Title: Principal, Technology & Innovation Banking Title: Associate Director, Technology & Innovation Banking

Acceptance by Borrower

The arrangements set out in this Commitment Letter are hereby acknowledged and accepted by the Borrower on August______, 2022.

Dribbble Holdings Ltd.

Acknowledgment by Guarantors

Acknowledged by the following Guarantors on August_____, 2022:

CREATIVE MARKET LABS, INC.

DRIBBLE HOLDINGS (US) LTD.

CREATE HOLDINGS INC.

By:
Name:
Title:	CFO

BUSINESS TERMS

Capitalized terms used in this Commitment Letter are defined in this section or in the section below entitled "General Terms and Conditions" (unless otherwise stated).

For the avoidance of doubt, all dollar amounts are in Canadian dollars unless expressly stated otherwise.

CREDITS

The Bank makes the following Credits available to the Borrower, on the terms and conditions set forth in this Commitment Letter:

Credit No. 01	Revolving Term Credit.
Type of Credit	Revolving term loan.
Credit Limit	US$25,000,000
Purpose	To assist in the financing of acquisitions.
Currency	US dollars.
AvailmentOptions/InterestRate and Bankers'Acceptance Fees	The Borrower may avail the Revolving Term Credit by way of:xSOFR Loans on the basis of SOFR plus grid pricing as below subject to a minimum availmentamount of US$500,000, subject to availability, for a SOFR Period of up to 90 days, andthereafter in multiples of US$250,000 unless otherwise advised by the Bank.[Redacted grid pricing based on varying levels of leverage]Any advances shall be made available to the Borrower in the Bank's sole discretion subjectto compliance by the Borrower with the terms hereof.
ConditionsPrecedent	The following conditions are to be met, each in form and substance as satisfactory to the Bank and itscounsel prior to any advances or Availment being made under Facility #1:xThe General Conditions Precedent shall have been satisfied or waived.xFor acquisitions over US $4,000,000, or an aggregate drawdown of US $10,000,000 in anytrailing twelve-month period, the Bank shall have received evidence confirming the requestedadvance is equal to the lesser of:80% of the total cash purchase price of the proposed Acquisition and/or;othe incremental borrowing availability permitted based on a maximum pro formaoratio of Total Funded Debt to Adjusted EBITDA of maximum 3:75:1.

	(for clarity an example is in a scenario of the following acquisitions in a trailing twelve month period:#1) $3MM = 100% financing, #2) $3MM = 100% financing, #3) $5MM = 80% financing. So thefinal acquisition requires $1MM of new equity, total debt of $10MM).
	xThe Bank shall have received certified copies of the applicable executed asset or sharepurchase and sale agreement(s) and/or letter of intent to confirm min purchase price.
	xThe Bank shall have received any additional information it may require as customary ifapplicable for a transaction of similar nature, including but not limited to, a third-party Qualityof Earnings Report, audited financial statements and any other information for the Target orAsset.
	xThe Bank shall have received copies of and completed its due diligence review if applicableof the relevant Target's legal organizational chart, pre and post-closing ownership structureof the Target in relation to the Borrower and its Subsidiaries.
	xThe Bank shall have received copies of all due diligence searches performed or obtained bythe Borrower or its agents or counsel, historical financial statements, including a quarterlybreakdown of the Target/Asset's EBITDA for the last twelve months. Any EBITDA negativeacquisitions will require the Bank's prior written consent regardless of the size of suchacquisition.
	xThe Bank shall have received pro forma opening financial statements in respect of theproposed Acquisition, including but not limited to, a balance sheet, income statement, forecastmodel and a pro forma Compliance Certificate.
	xThe Bank shall have received all necessary information for it to comply with its Anti-MoneyLaundering and Know Your Client ("KYC") policies, including but not limited to, completionof the Bank's standard KYC documentation.
	xThe Bank shall have a first position security charge on the newly acquired entity with anunlimited guarantee to the Borrower.
	For greater certainty no prior written Bank consent is required for any acquisition with a purchaseprice of under $4,000,000.
Drawdown	Subject to the terms and conditions in this Commitment Letter including, without limitation, the Bankbeing satisfied, in its sole discretion, that there has not been any Material Adverse Change in thefinancial condition of the Obligors, the Borrower may draw down on this Credit.
Amortization	The amount advanced under the Revolving Term Credit is subject to an optional interest-only periodof up to 6 months (the "Interest Only Period"). For each draw, following the Interest Only Period, theadvance is repayable in up to 54 equal monthly instalments of principal (each payment calculated as1/54 of the advance), as applicable, with the final payment of the remaining principal and interest thenoutstanding due 60 months from the initial drawdown date of the advance (the "Revolving TermCredit Maturity Date"). The number of monthly instalments of principal will be equal to 60 less thenumber of months in the Interest Only Period.
Repayment andTerm	The Credit will revolve, and the principal may be drawn, repaid and redrawn at any time until theearlier of 3 years following the Closing Date (the "Maturity Date") and the date on which the Bankaccelerates payment of this loan following the occurrence of an Event of Default. The Maturity Date,may, at the option of the Bank be renewed for additional one (1) year extensions following satisfactoryannual reviews.

Cancellation	If the Borrower cancels any portion of the Revolving Term Credit, on or before 12 months
Penalty	following the Closing Date, the Borrower shall pay the Bank a cancellation fee equal to [Redacted]
	13th throughth months following theof the authorized amountbeingcancelled;duringthethe24
	Closing Date, the BorrowershallpaytheBankacancellationfeeequaltoofthe[Redacted]
	being cancelled; and during the 25th through the 36th months following the Closingauthorizedamount
	Date, the Borrower shall pay the Bank a cancellation fee equal to [Redacted] of the authorized
	amount being cancelled.

Credit No. 02	Operating Credit.
Type of Credit	Revolving Operating Line.
Credit Limit	The lesser of : US$1,500,000 and the Maximum Limit.
Purpose	General operating and working capital requirements.
Currency	U.S. dollars or the Canadian dollar equivalent
AvailmentOptions/InterestRate and Bankers'Acceptance Fees	The Borrower may avail the Operating Credit by way of:xDirect advances in USD the Bank's US Base Rate plus [Redacted] per annum, payablemonthly. Any advances shall be made availableto the Borrower in the Bank's sole discretion
	subject to compliance by the Borrower with the terms hereof.
ConditionsPrecedent	The general conditions precedent shall have been satisfied or waived.
Repayment andTerm	Notwithstanding compliance by the Borrower with the terms, conditions and covenants set out in thisCommitment Letter, all advances under the Operating Credit shall be due and payable on the earlierof 3 years following the Closing Date (the "Maturity Date") and the date on which the Bankaccelerates payment of this loan following the occurrence of an Event of Default. Interest will bepayable monthly. The Maturity Date, may, at the option of the Bank be renewed for additional one(1)year extensions following satisfactory annual reviews.
Borrowing Base	The Borrowing Base, in respect of the Borrower on a consolidated basis is determined, at anyparticular time, as follows:
	the sum of:
	75% of good quality CAD and USD Eligible Receivable1(i); and
	less (x) any amounts attributed to holdbacks, in the Bank's sole discretion, and (y) specific payableswhich have or may pursuant to applicable law have priority over the Bank's Security.
CancellationPenalty	IftheBorrowercancelsanyportionoftheOperatingCredit,onorbefore12monthsfollowingthe ClosingDate,theBorrowershallpaytheBankacancellationfeeequalto[Redacted] of13th throughth months following thetheauthorized amountbeingcancelled;duringthethe24Closing Date, the BorrowershallpaytheBankacancellationfeeequaltoofthe[Redacted]being cancelled; and during the 25th through the 36th months following the ClosingauthorizedamountDate, the Borrower shall pay the Bank a cancellation fee equal to [Redacted] of the authorizedamount being cancelled.

NATDOCS\64137379\V-9 1 90 day condition already set out with more specificity in the definition.

Type of Credit	Scotiabank Visa Business Card Facility (USD).
Credit Limit	US $300,000
	This amount is a sublimit of the Credit 2: Operating Credit
Purpose	General business expenses.
Currency	US dollars.
Availment,Interest Rate,	As per Scotiabank Visa Business Card Agreement.
Repayment andTerm

SECURITY

The following Security, Guarantees and other agreements and documents shall be provided by the Obligors, as indicated below, prior to any advances or availments being made under the Credits and shall secure the Obligations, all to be in form and content satisfactory to the Bank.

In addition to the security set out in the table below, the Borrower shall also provide such additional loan and security agreements, pledges, guarantees, subordination agreements, priority agreements, guarantees, acknowledgments, assurances and other documents as are deemed necessary by the Bank.

Each reference in any Security or other Credit Document to the Commitment Letter shall mean this Commitment Letter as it may be amended, restated, supplemented or replaced from time to time.

Borrower

(a) General Security Agreement
(b) Intellectual Property Security Agreement

● CREATIVE MARKET LABS, INC.

(a) Unlimited Guarantee
(b) Uniform Commercial Code Security Agreement
(c) Intellectual Property Security Agreement, if required by the Bank

● DRIBBLE HOLDINGS (US) LTD

(a) Unlimited Guarantee
(b) Uniform Commercial Code Security Agreement

NATDOCS\64137379\V-9 (c) Intellectual Property Security Agreement, if required by the Bank

CREATE HOLDINGS INC.

(a) Unlimited Guarantee
(b) Uniform Commercial Code Security Agreement
(c) Intellectual Property Security Agreement, if required by the Bank

CONDITIONS PRECEDENT

The following conditions shall be met or waived to the satisfaction of the Bank prior to any advances or availments being made under the Credits:

Conditions	Requirements
Precedent


For all	Completion of all of the conditions precedent set forth in the Section below entitled "Conditions Precedent
Credits	Applicable to All Credits".


	Receipt by the Bank of audited financial statements of the Borrower (on a consolidated basis) for its
	Fiscal Year ended 2021.


	Receipt by the Bank of quarterly financial statements of the Borrower (on a consolidated basis) for the
	most recent quarter prior to the Closing Date.


	The Bank shall have received the items set out under the heading Conditions Precedent in the attached
	General Terms and Conditions Applicable to all Credits.

Certificates of Insurance acceptable to the Bank showing the Bank as first loss payee, in respect of all insurance policies of the Borrower and each Guarantor, including without limitation, cyber insurance.

FINANCIAL COVENANTS

While any obligation of the Obligors to the Bank is outstanding under this Commitment Letter or any of the other Credit Documents, and the Credits have not been terminated, the following covenants will apply:

Covenant /	Requirement	Time Period
Ratio
MaximumLimit	The aggregate of all advances under the Operating Creditsshall not exceed the lesser of:xthe Credit Limit applicable to the Operating Credit.andxthe Borrowing Base, as determined by the Bank from themost recent Borrowing Base Certificate provided by theBorrower.	At all times from and after the ClosingDate.
TotalFunded Debtto AdjustedEBITDA	The ratio of Total Funded Debt divided by AdjustedEBITDA is equal to or less than 3.75:1.00, on a consolidatedbasis for the Borrower, calculated on a rolling four quartersbasis and tested quarterly.	At all times from and after the ClosingDate.
FixedChargeCoverageRatio	The Fixed Charge Coverage Ratio is not less than 1.15:1.00,on a consolidated basis for the Borrower, calculated on arolling four quarters basis and tested quarterly.	At all times from and after the ClosingDate.

FEES

The Borrower agrees to pay to the Bank the fees set forth below. The Borrower hereby irrevocably authorizes any Fees to be charged by the Bank directly to the Borrower's deposit account maintained with the Bank, when incurred. The Fees are subject to increase by the Bank upon 30 days' prior notice to the Borrower.

Renewal Fee	[Redacted], payable annually upon the completion of eachannual review.
Commitment Fee	[Redacted],fully earned, due and payable upon the acceptance by the Borrower of this CommitmentLetter. The Bank acknowledges that it has received[Redacted].
Management Fee	[Redacted]due and payable quarterly.

Standby Fee	per annum on the daily unused portion of Credit No. 1, payable in US dollars,[Redacted]payable monthly fromthe date of acceptance of this Commitment Letter.
LateReportingFee	per incidence.[Redacted]
Other Fees	In addition to, and not in substitution for the Obligations of the Borrower and the rights of the Bankupon the occurrence of an Event of Default herein, the Borrower shall pay to the Bank a fee to bedetermined on a case by case basis by the Bank for which the Borrower is in default of any otherterm or condition contained in this Commitment Letter or in any other agreement to which theBorrower and the Bank are parties. The imposition or collection of any such fee does not constitutean express or implied waiver by the Bank of any Event of Default or any of the terms or conditionsof the lending arrangements, security or rights arising from any Event of Default.

Standby Fee

per annum on the daily unused portion of Credit No. 1, payable in US dollars,[Redacted]payable monthly fromthe date of acceptance of this Commitment Letter.

LateReportingFee

per incidence.[Redacted]

Other Fees

In addition to, and not in substitution for the Obligations of the Borrower and the rights of the Bankupon the occurrence of an Event of Default herein, the Borrower shall pay to the Bank a fee to bedetermined on a case by case basis by the Bank for which the Borrower is in default of any otherterm or condition contained in this Commitment Letter or in any other agreement to which theBorrower and the Bank are parties. The imposition or collection of any such fee does not constitutean express or implied waiver by the Bank of any Event of Default or any of the terms or conditionsof the lending arrangements, security or rights arising from any Event of Default.

REPORTING COVENANTS

The Borrower shall provide the Bank with the following, each in form and substance satisfactory to the Bank:

Type of	Description	Frequency
Reporting
FinancialStatements	AnnualauditedfinancialstatementsoftheBorroweronaconsolidated basis prepared in accordance with GAAP applicable atthe date of financial statements, together with Management'sDiscussion and analysis and supporting calculations. Annual nonconsolidated management prepared financial statements of theBorrower.	Within 150 days after FiscalYear end.
	Annual Board-approved projected income statement plus projectedcapex and cash forecast of the Borrower on a consolidated basisforthe ensuing Fiscal Year, broken down monthly and together withsupporting assumptions within 120 days of Fiscal Year End.	Within 120 days after FiscalYear end.
	Annual unconsolidated management prepared financial statementsof all guarantors prepared in accordance with GAAP applicable atthe date of the financial statements; and	Within 120 days after FiscalYear end.
	Annual unconsolidated management prepared financial statementsof all subsidiaries prepared in accordance with GAAP applicable atthe date of the financial statements.
	Quarterly internally-prepared financial package including internallyprepared financial statements of the Borrower on a consolidated basis,with quarterly aged accounts receivable and accounts payable listingsfor the most recently completed quarter, within 45 days of quarter end.	Within 45 days after quarterend.

BorrowingBaseCertificate	Quarterly Borrowing Base Certificate, signed by an authorized officerof the Borrower, together with supporting calculations.	Within 45 days after quarterend.
ComplianceCertificate	Quarterly Compliance Certificate signed by an authorized officer ofthe Borrower, certifying that the Borrower is in compliance with allfinancial and non-financial covenants in this Commitment Letter, andappending supporting calculations.	Within 45 days after quarterend.
Other	Any other information that may be reasonably requested by the Bankfrom time to time.	As required by the Bank.

GENERAL TERMS AND CONDITIONS APPLICABLE TO ALL CREDITS

1. DEFINED TERMS

1.1 For the purpose of the Commitment Letter, the following terms, to the extent utilized in the Commitment Letter, shall have the meanings indicated below:

"Acquisition" means, with respect to any Person, any purchase or other acquisition, regardless of how accomplished or effected (including any such purchase or other acquisition effected by way of amalgamation, merger, arrangement, business combination or other form of corporate reorganization or by way of purchase, or other acquisition arrangements), of (a) any other Person (including any purchase or acquisition of such number of the issued and outstanding securities of, or such portion of an equity interest in, such other Person that such other Person becomes a Subsidiary of the purchaser or of any of its affiliates) or of all or substantially all of the property of any other Person, or (b) any division, business, operation, lands, premises, buildings, improvements, structures and appurtenant rights or undertaking or property of any other Person.

"Adjusted EBITDA" means for any period EBITDA, plus stock based compensation, and excluding transaction related costs (up to a cap of US$1,000,000 on a trailing 12 month basis).

"Available and Undrawn Credit Facilities" at any time, is equal to the lesser of: A) the Operating Credit Limit and B) the Borrowing Base, less all advances then outstanding under the Operating Credit.

"Authority" shall mean an administrative body 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.

"Banker's Acceptance" or "BA" means a Draft in CAD or USD of the Borrower, in the Bank's standard form, which has been accepted and purchased by the Bank and which shall be a depository bill subject to the Depository Bills and Notes Act (Canada).

"Benchmark Rate" shall mean any interest rate, fee or charge in a Credit Document that is based on or equivalent to a standard regularly published rate and includes, for greater certainty, Term SOFR.

"Borrowing Base" means the borrowing base applicable to the Operating Credit, determined in accordance with the "Borrowing Base" section of the Operating Credit.

"Borrowing Base Certificate" means a certificate in the form attached hereto as Schedule A.

"Business Day" or "business day" means any day of the year, other than a Saturday, a Sunday or another day on which banks are required or authorized to close in Toronto, Ontario, Vancouver, British Columbia and, in the case of drawings in US$, in New York (USA).

"CAD" and "Cdn.$" means Canadian dollars.

"Capital Lease" means with respect to any Person, means any lease obligation of such Person to pay rent or other amounts under any lease or license of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligation is required to be classified and accounted for as a capital lease or a finance lease under GAAP on the balance sheet of such Person and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

"Cash Balance" is defined as the sum of the Borrower's unencumbered cash or cash equivalents in the Borrower's deposit accounts held with the Bank.

"Change of Control" means, with respect to a Person, any change (i) in the ownership of equity interests issued by or in the capital structure of such Person or (ii) of Control of such Person, in each case in excess of 10%.

"Closing Date" means the date of the first advance under any of the Credits.

"Compliance Certificate" means a certificate in the form attached hereto as Schedule B.

"Conforming Changes" means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any other Benchmark Rate, any technical, administrative or operational changes (including changes to the definition of "Business Day," or any 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 the Bank decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Bank in a manner substantially consistent with market practice (or, if the Bank decides that adoption of any portion of such market practice is not administratively feasible or if the Bank determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Bank decides is reasonably necessary in connection with the administration of this Commitment Letter and the other Credit Documents).

"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.

"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.

"Credit Documents" means, collectively, this Commitment Letter, the Security, the Guarantees and all present and future agreements, guarantees, documents, certificates and instruments delivered by the Borrower and any Guarantor or other Obligor to the Bank pursuant to or in respect of this Commitment Letter or the Security, in each case as the same may from time to time be amended, amended or restated or modified.

"Credits" means, collectively, the credit facilities made available to the Borrower under this Commitment Letter.

"Debt" means the following amounts each calculated in accordance with GAAP, but excludes trade payables not yet past due and incurred in the ordinary course of business:

(a) any obligation that would be considered to be indebtedness for borrowed money;
(b) any obligation that is evidenced by a bond, debenture, note or other similar instrument;
(c) the face amount of a Banker's Acceptance;
(d) any obligation on which interest is customarily paid;
(e) any Capital Lease obligation;
(f) the face amount of any outstanding letter of credit or letter of guarantee and the amount of the contingent liability under any guarantee;
(g) any obligation, contingent or otherwise, that is required to be classified as a liability in accordance with GAAP on the balance sheet;
(h) any debt or liability that represents the deferred acquisition cost of property or assets created or arising under any conditional sale agreement or other title retention agreement (including earn outs) regardless of whether the rights and remedies of the seller under such agreement in the event of default are limited to repossession or sale of the property or assets covered thereby;
(i) any liabilities, contingent, unmatured or otherwise, under indemnities given in respect of any bankers' acceptance, letter of credit or letter of guarantee;
(j) any operating lease under which an entity has furnished a residual value guarantee in respect of which such entity is liable as lessee; and
(k) any obligation secured by a Lien on any property, assets or undertaking owned or acquired by an Obligor, whether or not such obligation has been assumed.

"Default" means any event or condition that would constitute an Event of Default except for satisfaction of any condition subsequent required to make the event or condition an Event of Default, including giving of any notice, passage of time, or both.

"Discontinuation Event" 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" means with respect to any Person (i) any payment, declaration of dividend, withdrawal, bonus, advance, earnout or other distribution or return of capital, whether in cash or property, to any holder of equity interests of any class of an such Person (ii) any repurchase, redemption, retraction or other retirement or purchase for cancellation of equity interests of such Person or of any options, warrants or other rights to acquire any of such equity interests; or (iii) any repayment of principal on any loans to any holder of equity interests of such Person or any management or affiliates of such Person, or (iv) the payment of any management fee or similar fee to any officer or director of such Person.

"Draft" means a bill of exchange within the meaning of the Bills of Exchange Act (Canada), in the form prescribed by the Bank, drawn by the Borrower on the Bank for acceptance as a Banker's Acceptance and bearing such distinguishing letters and numbers as the Bank may determine, but which at such time has not been completed or accepted by the Bank.

"EBITDA" means, for any period, in respect of the Borrower calculated on a consolidated basis and without duplication, net income before interest, taxes, depreciation and amortization plus non-cash expenses approved by the Bank, less (to the extent included in determining net income) non-cash non-recurring items during the period, in each case as determined in accordance with GAAP.

"Eligible Receivable" means an account receivable owing to a Person which satisfies all of the following requirements:

(a) the account results from the sale of goods and/or performance of services by such Person in the ordinary course of its business and (ii) payment of the account by the account debtor is not contingent on the completion of further performance by such Person;
(b) the account debtor has not notified such Person that it is claiming any defence to payment of the account, whether well-founded or otherwise, and if the account debtor has notified such person that it is claiming any defence to payment of the account, the receivable shall be considered as an "Eligible Receivable", subject to the other terms and conditions herein, to the extent of the amount the account debtor is not claiming any such defence;
(c) the account is not the obligation of an account debtor who has asserted or may assert any counterclaim, credit, allowance, adjustment, deduction or offset against such Person;
(d) the account represents a genuine obligation of the account debtor for goods sold to, or for services performed for, and accepted by the account debtor;
(e) the account debtor or any of its affiliates is not also a supplier to, or creditor of, such Person or any of its subsidiaries;
(f) the account is evidenced by an invoice or other written terms in a form acceptable to the Bank, acting reasonably, which such Person has sent to the debtor;
(g) such Person is not prohibited by the Laws of the jurisdiction where the account debtor is located from bringing and maintaining an action in the courts of that jurisdiction to enforce the account debtor's obligation to pay the account;
(h) the account debtor is not an affiliate, parent or subsidiary of such Person, or an entity which has common officers or directors with such Person, or a director, officer or employee of any of the foregoing;
(i) the account debtor is not a Governmental Authority that is subject to restrictions on the assignment of Crown debts or governmental debts, except to the extent that any such restrictions have been complied with and any required consents obtained to the reasonable satisfaction of the Bank;
(j) the account debtor maintains its chief executive office in the United States of America or Canada;
(k) the account debtor has not (i) applied for, suffered, or consented to the appointment of any receiver, interim receiver, receivermanager, custodian, trustee, or liquidator of its assets, (ii) had possession of all or a material part of its property taken by any receiver, interim receiver, receiver-manager, custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any federal, state, provincial or territorial bankruptcy Laws, (iv) admitted in writing its inability to pay its debts as they become due, or become generally unable to pay its debts as they become due, (v) become insolvent, (vi) made a general assignment for the benefit of its creditors or (vii) ceased operation of its business;
(l) the account is not unpaid 90 days after its due date under the original terms of sale or performance of services or 90 days of its invoice date, whichever occurs first;
(m) the account is not an account that the Bank, in its reasonable discretion, has determined may not be paid by reason of the account debtor's financial condition or inability to pay; and
(n) the account is otherwise acceptable to the Bank in its commercially reasonable judgment exercised in good faith in accordance with customary business practices for comparable lending transactions.

"Event of Default" means any one of the following events:

(a) any Obligor fails to make when due, whether on demand or at a fixed payment date, by acceleration or otherwise, any payment of interest, principal, fees, commissions or other amounts payable to the Bank;
(b) there is a breach by any Obligor of any other term or condition contained in this Commitment Letter, any of the other Credit Documents or in any other agreement to which such Obligor and the Bank are parties;
(c) any default occurs under any other credit, loan or security agreement to which any Obligor is a party;
(d) any representation or warranty of any of the Obligors made in this Commitment Letter, any other Credit Document or in any other agreement to which such Obligor and the Bank are parties, was not true when made or has ceased to be true in any material respect;
(e) any bankruptcy, re-organization, compromise, arrangement, insolvency or liquidation proceedings or other proceedings for the relief of debtors are instituted by or against any Obligor and, if instituted against any Obligor, are allowed against or consented to by it or are not dismissed or stayed within 60 days after such institution;
(f) a receiver is appointed over any property of any Obligor or any judgment or order or any process of any court becomes enforceable against any Obligor or any property of any Obligor or any creditor takes possession of any property of any Obligor;
(g) any course of action is undertaken by or with respect to any Obligor which would result in such Obligor's reorganization, amalgamation or merger with another corporation or the

transfer of all or substantially all of such Obligor's assets;

(h) a final judgment or decree for the payment of money due has been obtained or entered against any Obligor that, in the reasonable opinion of the Bank, would adversely affect the ability of such Obligor to fulfil its Obligations to the Bank under this Commitment Letter, and such judgment or decree has remained and has not been vacated, discharged or stayed pending appeal within the applicable appeal period;
(i) any Guarantee or Security is withdrawn, determined to be invalid or otherwise rendered ineffective;
(j) any Material Adverse Effect occurs; or
(k) a Change of Control occurs with respect to any Obligor.

"Fees" means the fees payable by the Borrower to the Bank pursuant to this Commitment Letter.

"Fiscal Year" means the fiscal year of the Borrower, which ends on December 31 in each calendar year.

"Fixed Charge Coverage Ratio" means for any period with respect to the Borrower on a consolidated basis and without duplication, (a) Adjusted EBITDA, less unfunded capital expenditures, less capitalized development costs, less cash taxes paid or payable in such period, less cash Distributions paid divided by (b) the sum of the current portion of all long term Debt plus all principal and cash interest payments made or required to be made by the Obligors on account of Total Funded Debt, including fees payable in respect of letters of credit or letters of guarantee and the stamping fees and discount rates associated with banker's acceptances facilities and shares which, by their terms, or upon the happening of any event, mature or are mandatorily redeemable or are redeemable at the option of the holder and which shares are not fully subordinated to the liens granted to the Bank, all as determined by the Bank.

"General Security Agreement" means a general security agreement from an Obligor in favour of the Bank, granting a first-ranking security interest to the Bank in all of the Obligor's present and after-acquired property and assets, in form and substance satisfactory to the Bank.

"GAAP" means generally accepted accounting principles which are in effect from time to time in Canada, applied in a consistent manner from period to period, including the accounting recommendations published in the CPA Canada Handbook which, for greater certainty, shall be interpreted to include the International Financial Reporting Standards (IFRS).

"Governmental Authority" means any domestic or foreign government including any federal, provincial, state, territorial or municipal government and any executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government or any Person, body, department, bureau, agency, board, tribunal, commission branch or office thereof or having or claiming to have jurisdiction over the Obligors or any of their respective property or assets.

"Guarantee" means any guarantee of indebtedness and liability from a Guarantor in connection with the Credits, in form and substance satisfactory to the Bank.

"Guarantors" mean, collectively, all Subsidiaries of the Obligors or any other Person, which are, from time to time required to provide a Guarantee and Security hereunder, and their respective successors and assigns, and "Guarantor" means any one of them.

"Intellectual Property" means any and all intellectual and industrial property, whether recorded or not and regardless of form or method of recording, including all works in which copyright subsists or may subsist (such as computer software), data bases (whether or not protected by copyright), designs, documentation, manuals, specifications, industrial designs, trade secrets, confidential information, ideas, concepts, know-how, patents, trademarks, service marks, trade names, domain names, discoveries, inventions, formulae, recipes, product formulations, processes and processing methods, technology and techniques, improvements and modifications, integrated circuit topographies and mask works.

"Intellectual Property Security Agreement" means an intellectual property security agreement from an Obligor in favour of the Bank, granting a first-ranking security interest to the Bank in all of the Obligor's present and after-acquired intellectual property, in form and substance satisfactory to the Bank.

"Investment" includes the acquisition or holding of capital stock or other equity interests of any Person, the advance or holding of debt obligations of any Person (including a loan or advance to any such Person), the acquisition or holding of an interest (partnership or otherwise) or joint venture interest in any Person, a contribution of capital to any Person, an investment made or held by a Person, directly or indirectly, in another Person (whether such investment was made by the first-mentioned Person in such other Person or was acquired from a third party), the assumption of liabilities (contingent or otherwise) of any Person, and a purchase or other acquisition of assets (or any interest therein, such as a royalty interest) comprising all or a portion of the assets used in connection with a business of a Person; but for greater certainty, the provision of services by an Obligor to any other Person (including another Obligor) in the ordinary course of business on usual payment terms shall not constitute an Investment

"Laws" means laws, statutes, codes, ordinances, orders, awards, judgments, decrees, injunctions, rules, regulations, authorizations, directives, guidance notes, advisories, consents, approvals, orders, permits, franchises, licences, directions, deferred prosecution agreements or other requirements of any Governmental Authority.

"Lien" means any mortgage, security interest, pledge, hypothecation, deed of trust, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capital Lease having substantially the same economic effect as any of the foregoing), in each case, in the nature of security, and any deemed trust (statutory or otherwise).

"Material Adverse Change" means, with respect to any Obligor, any event, circumstance, act or omission which individually or in the aggregate has had or could reasonably be expected to have, a material adverse effect on: (i) the business, operations, prospects, properties, assets or condition, financial or otherwise, of such Obligor; (ii) the ability of any Obligor to perform its Obligations and covenants in this Commitment Letter or any other Credit Document; or (iii) to the rights and remedies of the Bank under this Commitment Letter or any other Credit Document.

"Maximum Limit" means an amount equal to the Borrowing Base.

"Obligations" means all loans, advances, debts, liabilities and obligations for the performance of covenants, tasks or duties or for the payment of monetary amounts (whether or not performance is then required or contingent, or whether or not those amounts are liquidated or determinable) owing by the Obligors to the Bank, of any kind or nature, present or future, whether or not evidenced by any agreement or other instrument, owing under or in connection with any or all of the Credits, this Commitment Letter and the other Credit Documents, including all Fees.

"Obligor" means any one of the Borrower and Guarantors.

"Operating Credit" means the credit facility designated as Credit No. 2 in this Commitment Letter.

"Permitted Acquisitions" means an Acquisition occurring after the Closing Date (i) following which the Borrower will be in compliance with the financial covenants set forth in this Agreement as of the effective date thereof on a pro forma basis after giving effect to the implementation of such Acquisition and no pro forma Default shall have occurred and be continuing or would result from such Acquisition; (ii) in which the target operates a business the same as or similar to the business of the Borrower; (iii) in which the target's business is accretive to the Borrower's EBITDA (on a 12 month forward basis); (iv) which, if not conducted by way of an asset purchase, allows the Borrower to acquire Control of the target and the target shall comply with the requirements in this Agreement including providing a guarantee, first priority general security agreement, in favour of the Bank (subject to Permitted Liens) within thirty (30) days thereafter; (v) in which, within thirty (30) days, previous Liens (if any) over the assets of the target are released other than Permitted Liens and new Liens in favour of the Bank are granted; (vi) in which the Bank shall have received true, and complete copies of the acquisition documents; (vii) in which the Borrower shall have provided to the Bank, prior to the completion of the Permitted Acquisition, (A) the most recently available consolidated balance sheet of the Person that is the subject of such Permitted Acquisition (and its consolidated subsidiaries) and (B) the most recently available consolidated statements of income and of cash flows of such Person and all such financial statements have been reviewed and reported on by independent accountants or are otherwise in form and substance acceptable to the Bank, acting reasonably; (ix) is not hostile and would not cause a Material Adverse Change; (x) with an aggregate purchase price for all Acquisitions in a Fiscal Year not exceeding US$10,000,000.

"Permitted Debt" means:

(a) Debt owing to the Bank;
(b) purchase money Debt and Capital Leases not exceeding US$500,000 in the aggregate at any time;
(c) intercompany Debt between any of the Obligors to the extent contractually subordinated and postponed in favour of the Bank, on terms and conditions satisfactory to the Bank;
(d) Debt in respect of credit card facilities established by Silicon Valley Bank before the date hereof in an aggregate principal amount not to exceed US$200,000 (the "Existing Credit Card Facilities"), provided that all such Existing Credit Card Facilities cash secured in an amount not exceeding US$250,000;
(e) Debt consented to in writing by the Bank in its sole discretion;
(f) Debt secured by Permitted Liens;
(g) Debt in respect of the balance of sale or earnout amounts in connection with Permitted Acquisitions; and
(h) unsecured Debt in an aggregate amount of $1,000,000 at any given time.

"Permitted Distributions" means:

(a) Distributions between Obligors;
(b) Distributions consented to in writing by the Bank in its sole discretion; and
(c) Distributions provided that both before and after such distribution no Event of Default has occurred or is continuing.

"Permitted Investments" means:

(d) Investments in direct obligations of Canada or the United States of America, including federal, provincial or state obligations, with maturities of one year or less from the date of acquisition of the investment, provided that if required by the Bank, the Obligor making such Investment shall provide such additional items of Security as the Bank may reasonably require in order that such investments shall be specifically pledged to the Bank;
(e) Investments in money market products sold or marketed to an Obligor by the Bank or an affiliate of the Bank;
(f) Investments in certificates of deposit issued by the Bank or any affiliate of the Bank;
(g) Investments made by an Obligor in another Obligor;
(h) Investments consented to in writing by the Bank in its sole discretion; and

(i) Permitted Acquisitions.

"Permitted Liens" means:

(a) Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which the applicable Obligor maintains adequate reserves on its books in accordance with GAAP;
(b) Purchase Money Liens or Capital Leases (i) on equipment acquired or held by the applicable Obligor incurred for financing the acquisition of the equipment, or (ii) existing on equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the equipment;
(c) unregistered Liens of landlords, carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such Liens attach only to inventory, which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto and for which the applicable Obligor maintains adequate reserves on its books in accordance with GAAP;
(d) Liens to secure payment of workers' compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business;
(e) the filing of financing statements solely as a precautionary measure in connection with operating leases;
(f) easements, zoning restrictions, rights-of-way, minor defects or irregularities of title and other similar encumbrances on real property imposed by Law or arising in the ordinary course of business that do not secure any monetary obligations and do not interfere with the ordinary course of business in any material respect;
(g) any pledge or deposits made securing performance by any Obligor of tenders, bids, leases, statutory or regulatory obligations, surety and appeal bonds, government contracts and other obligations owing to Governmental

Authorities, performance and return-of-money bonds (other than Debt) and other obligations of like nature incurred in the ordinary course of business;

(h) Liens on cash in favour of Silicon Valley Bank in a maximum amount of US$250,000 securing the obligations with respect to the Existing Credit Card Facilities;
(i) the right reserved to or vested in any Governmental Authority by the terms of any lease, license, grant or permit or by any statutory or regulatory provision to terminate any such lease, license, grant or permit or to require annual or other periodic payments as a condition of the continuance thereof; and
(j) Liens consented to in writing by the Bank in its sole discretion.

"Person" means any natural person, corporation, firm, partnership, joint venture, joint stock company, incorporated or unincorporated association, Governmental Authority or any other entity, whether acting in an individual, fiduciary or other capacity.

"Postponement and Subordination Agreement" means a postponement and subordination agreement from a Person to whom an Obligor may be indebted (other than the Bank), in form and substance satisfactory to the Bank.

"Purchase Money Lien" means any Lien on specific fixed assets (including the interests of lessors under Capital Leases but, for greater certainty, excluding real property) granted by an Obligor to secure payment of the purchase price or lease payments thereof, and all extensions, renewals or replacements of such indebtedness or obligations, provided that the obligations secured thereby do not at any time exceed 100% of the lesser of the cost or fair market value of such fixed assets of an Obligor and, with respect to any extension, renewal or replacement of such Lien, the obligations secured thereby are not increased.

"Relevant Jurisdiction" means, from time to time, with respect to a Person that is granting Security hereunder, any province or territory of Canada, any state of the United States or any other country or political subdivision thereof in which such Person has its chief executive office, registered office or principal place of business or has property (both real and personal) or under the Laws of which such Person is formed or otherwise organized.

"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 the Bank, 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 Credit Documents.

"Security" means the Liens granted by the Borrower and certain other Obligors in favour of the Bank to secure the Obligations and/or the agreements pursuant to which such Liens have been granted, as the context requires.

"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).

"SOFR Loans" loan advances in USD bearing interest on the basis of the US Variable Rate.

"SOFR Period" means a period of 30 or 90 days, subject to availability.

"Solvent" means, with respect to any Person on a particular date, that on such date (a) the present fair salable value of the property and assets of such Person exceeds the debts and liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the property and assets of the such Person is greater than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities, including contingent liabilities, as such debts and other liabilities become absolute and matured, (c) such Person does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts and liabilities, including contingent liabilities, beyond its ability to pay such debts and liabilities as they become absolute and matured, and (d) such Person does not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

"Subsidiary" means, at any time, with respect to any Person, any other Person, if at such time the first mentioned Person (i) owns, directly or indirectly, securities or other ownership interests in such other Person, having ordinary voting power to elect a majority of the board of directors or Persons performing similar functions for such other Person, and (ii) directly or indirectly, through the operation of any agreement or otherwise, the ability to elect or cause the election of a majority of the board of directors or other Persons performing similar functions for such other Person or otherwise exercise control over the management and policies of such other Person, and in either case will include any other Person in like relationship to a Subsidiary of such first mentioned Person.

"Term SOFR" means the Term SOFR Reference Rate for a tenor comparable to the applicable SOFR 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 SOFR 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:

(a) the US Central Bank Rate prevailing on the first day of the interest or discounting period, as determined by the Bank; and
(b) the applicable US Central Bank Rate 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.

"Term SOFR Administrator" means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Bank in its reasonable discretion).

"Term SOFR Reference Rate" means the forwardlooking term rate based on SOFR.

"Total Funded Debt" means, in respect of the Borrower on a consolidated basis, all indebtedness for borrowed money including, but not limited to, availed amounts under the Credits, Capital Lease obligations, and all reimbursement obligations, contingent or otherwise (i.e. earn-outs and vendor take-back notes), as defined by the Bank; but excluding intercompany debt, related party loans and preferred share capital, subject to satisfactory execution of subordination/postponement agreements at the sole discretion of the Bank and its solicitors.

"US Base Rate" means the fluctuating rate of interest per annum, expressed on a basis of 360 days, which is equal at all times to the reference rate of interest (however designated) of the Bank for determining interest chargeable by it on commercial loans denominated in United States dollars in Canada. The US Base Rate is set by the Bank, adjusted from time to time, and is subject to change without any notice to the Borrower; provided that, in the event that such rate of interest is less than zero, such rate shall be deemed to be zero for purposes of this Commitment Letter.

"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.

"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:

(a) the Term SOFR Screen Rate for that 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 the Bank 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).

"US Variable Rate" shall mean, subject to availability, for a given monthly period, the annual variable interest rate that the Bank 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.

"USD" and "U.S.$" means U.S. dollars.

REPRESENTATIONS AND WARRANTIES

1.2 Each Obligor, on behalf of itself and each of the other Obligors, makes the following representations and warranties to the Bank, all of which shall survive the execution and delivery of this Commitment Letter, and acknowledges and confirms that the Bank is, among other things, relying upon such representations and warranties as a basis for its decision to enter into this Commitment Letter and to make advances hereunder:
(a) Each Obligor is duly incorporated, amalgamated or continued, as the case may be, and is existing and in good standing under the Laws of the jurisdiction of its incorporation, amalgamation or continuance, as the case may be, and it has the power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage. Each Obligor is duly qualified to carry on its business, and is in good standing, in each jurisdiction where the ownership, leasing or operation of its property or the conduct of its business requires such qualification.
(b) Each Obligor has the corporate or other equivalent power to execute, deliver and perform the terms and provisions of each Credit Document to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of each Credit Document to which it is a party. Each Obligor has duly executed and delivered each Credit Document to which it is a party, and each such Credit Document constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium or similar Laws affecting creditors' generally, the fact that specific performance and injunctive relief may only be given at the discretion of the courts, and the equitable or statutory powers of the courts to stay proceedings before them and to stay the execution of judgments.
(c) Neither the execution, delivery or performance by each Obligor of the Credit Documents to which it is a party, nor compliance by it with the terms and provisions thereof, contravenes any applicable Law, conflicts with or results in any breach of any of the terms, covenants, conditions or provisions of, or constitutes a default under, or results in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Credit Documents) upon any of its property or assets pursuant to, any indenture, mortgage, deed of trust, credit agreement, loan agreement or any other agreement or instrument to which it is a party or by which it or any of its property or assets is bound or to which it may be subject, or breaches or violates any provision of its constating documents or any contractual obligation to which it is a party.
(d) No order, consent, certificate, approval, permit, license, authorization or validation of, or filing, recording or registration with, or exemption by, any entity is required to authorize, or is required in

connection with, the execution, delivery or performance by any Obligor of any Credit Document to which it is a party, or the legality, validity, binding effect or enforceability with respect to it of any such Credit Document, or the consummation of the transactions contemplated therein.

(e) Each Obligor has good and marketable title to all of its property and assets (whether real, personal or mixed property), free and clear of all Liens other than Permitted Liens.
(f) No Obligor that granted Security owns or holds any patent, trademark, copyright, industrial design or other intellectual property or any license thereof that is registered or applied to be registered outside of Canada or the United States of America and that, individually or in the aggregate, is material to its business or the business of the Borrower other than as set out in Schedule 2.1(f) attached hereto.
(g) There are no claims, demands, cause of action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration at law or in equity, or before or by any Governmental Authority, whether pending or, to the knowledge of any Obligor, threatened against or affecting any Obligor or any property of an Obligor, which would reasonably be expected to give cause a Material Adverse Change.
(h) All financial and other information (including, without limitation, any financial forecasts) provided to the Bank in connection with the Credits provided pursuant to this Commitment Letter is true and accurate in all material respects and has been prepared in accordance with GAAP, consistently applied, and acknowledges that the offer of credit contained in this Commitment Letter is made in reliance on the truth and accuracy of this information and the representations and warranties contained herein.
(i) All tax returns and reports required to be filed by each Obligor have been filed in a timely manner, and all taxes due and payable on such tax returns, and all assessments, fees and other governmental charges levied against any Obligor, and upon their respective assets, have been paid when due; and (ii) no Obligor has received notice of any proposed tax audits with respect to any Obligor, or of any tax assessments against any Obligor;
(j) the properties owned (in part or in whole) and/or operated by the Obligors will at all times be used for lawful purposes and in compliance with applicable Laws, and all relevant regulations promulgated thereunder;
(k) Schedule 2.1(k**)** sets forth a true and complete list of all subsidiaries of the Borrower and of each other Obligor, each registered owner of equity interests in the Borrower, each Subsidiary thereof and each other Obligor and the number and percentage ownership of such equity interests held by each such owner thereof. All outstanding equity interests in each Obligor have been duly authorized and validly issued and are fully paid and non-assessable. There is no existing option, warrant, phantom stock or unit, call, right, commitment or other agreement to which any Obligor is a party requiring, or any other equity interest that upon conversion or exchange would require the issuance by any Obligor of any additional equity interests.
(l) Each Obligor (i) has obtained and is in compliance with all governmental approvals that are necessary for the conduct of its business as presently conducted, and as contemplated by it to be conducted, and the use of its property and assets (both real and personal), each of which is in full force and effect, is a good, valid and subsisting approval that has not been surrendered, forfeited or become void or voidable, and (ii) is in compliance in all material respects with all applicable Laws.
(m) There is no encumbrance or restriction on the ability of any Obligor to (i) pay dividends or make any other distributions on its equity interests, or to pay any Debt owed by it, (ii) make loans or advances, or (iii) transfer any of its properties or assets, except, in each case, such encumbrances or restrictions existing under or by reason of (A) applicable Law, (B) the Credit Documents, (C) customary provisions restricting subletting or assignment of any lease governing any of its leasehold interests, or (D) customary provisions restricting the assignment of contracts, permits and/or licenses.
(n) All Debt of the Obligors, is disclosed in the audited consolidated financial statements of the Borrower for the most recently completed Fiscal Year.
(o) Each Obligor is, and after giving effect to the incurrence of all Debt and obligations incurred in connection herewith will be, Solvent.
(p) No Material Adverse Change has occurred since the date of the Borrower's last annual audited consolidated financial statements.
(q) Schedule 2.1(q) of this Commitment Letter contains complete and accurate information respecting: (i) the name (including any French and English forms of name) of each Obligor and its Subsidiaries, and (ii) the jurisdiction of such Person's existence.
(r) Schedule 2.1(r) of this Commitment Letter contains a true and correct list of the Relevant Jurisdictions for each Obligor and its Subsidiaries.
(s) Schedule 2.1(s) of this Commitment Letter contains a true and correct list of all real property owned and leased by each Obligor, together with the municipal address and for any leased property, the name of the lessor and the lessee and the lease expiration date for all leased property.
(t) any shareholder and intercompany loan(s) or loans from any other party
(u) no Obligor nor any of its subsidiaries, directors, officers, employees, agents, or affiliates is an individual or entity (nor does such Obligor nor any such other entity or Person operate, possess, own, charter, or use a vessel) that is, or is owned or controlled by any one or more Persons that are: (i) the subject of any sanctions issued, administered or enforced by, or named on any list of specially designated or blocked Persons maintained by, the Office of Foreign Assets Control of the US Department of the Treasury, the US Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury, the Hong Kong Monetary Authority, or the Department of Global Affairs (Canada), Foreign Affairs, Trade and Development Canada, Canada Border Services Agency, or Justice Canada, including any enabling legislation or executive order related thereto, and any similar sanctions Laws as may be enacted from time to time in the future by the United States, Canada, the European Union (and any of its member states), the United Kingdom or the United Nations Security Council, or any other legislative body of the United Nations or other relevant Governmental Authority (collectively, "Sanctions"), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions other than to the extent that such representation and warranty would result in a violation of applicable Laws in which case the applicable Credit Party shall immediately notify the Bank and provide particulars.
1.3 The representations and warranties set out in this Commitment Letter survive the execution and delivery of this Commitment Letter and all other Credit Documents and will be deemed

to be repeated by each Obligor as of the date of each advance under the Credits. To the extent that on or prior to such date (a) the Borrower has advised the Bank in writing of a variation in any such representation or warranty, and (b) if such variation, in the opinion of the Bank, acting reasonably, is material to the property, liabilities, affairs, business, operations, prospects or condition (financial or otherwise) of any Obligor considered as a whole or could have, or be reasonably likely to result in, a Material Adverse Change, the Bank has approved such variation, then such representation and warranty will thereafter be deemed to be varied as approved by the Bank.

POSITIVE COVENANTS

1.4 Each of the Obligors covenants and agrees as follows:
(a) Each of the Obligors shall provide the Bank with immediate written notice:
- (i) of any Event of Default that would apply to any of the Obligors of which it becomes aware, using reasonable diligence;
- (ii) on becoming aware of the occurrence of any litigation, dispute, arbitration or other proceeding the result of which, if determined adversely, would be a judgment or award against it (i) in excess of $500,000, or (ii) would result in a Material Adverse Change to any of the Obligors, and from time to time provide the Bank with all reasonable information requested by the Bank concerning the status of any such proceeding;
- (iii) upon damage or destruction of any property of any of the Obligors having a replacement cost in excess of $500,000; or
(b) The Borrower shall use the proceeds under the Credits in compliance with the purpose(s) described under the "Purpose" section of the applicable Credit.
(c) For ongoing credit risk management purposes:
- (i)
a. Within 90 days of the Closing Date all operating accounts of the Obligors in Canada; and
b. Within 30 days of the Closing Date, all treasury deposits in Canada,

shall be maintained and conducted with the Bank so long as the Credits have not been terminated, except that the Obligors may maintain one or more deposit accounts with another financial institution consented to by the Bank in its sole discretion (the "Non-Bank Accounts") provided that the amount on deposit at any time in does not exceed U.S.$100,000 in any one Non-Bank Account or U.S.$100,000 in the aggregate in the case of more than one Non-Bank Accounts. Other than the Non-Bank Accounts, the Obligors shall close all accounts with other financial institutions, whether in Canada within 90 days after the Closing Date.

(ii) all cash management services required by the Obligors shall be maintained and conducted with the Bank so long as the Credits have not been terminated, and the Obligors shall terminate all cash management services with other financial institutions within 60 days after the Closing Date.

(iii) all U.S. domiciled deposit accounts shall: (A) within 60 days of the Closing Date, if such accounts are in existence as at that date, and (B) within 60 days of being opened, in the case of all other such accounts, be subject to deposit account control agreements in favour of the Bank in forms reasonably acceptable to the Bank; and
(iv) all Canadian and U.S. domiciled securities accounts shall: (A) within 60 days of the Closing Date, if such accounts are in existence as at that date, and (B) within 60 days of being opened, in the case of all other such accounts, be subject to securities account control agreements in favour of the Bank in forms reasonably acceptable to the Bank.
(d) The Obligors shall permit the Bank, or its agents, access, at all reasonable times, to all premises where the collateral covered by the Bank's Security may be located and the Bank or its agents may inspect such collateral and all related documents and records.
(e) If there is any change from the accounting policies, practices and calculation methods used by any Obligor in preparing any part of its financial statements for the fiscal year most recently completed before the date of this Commitment Letter, such Obligor shall provide the Bank with all information that the Bank requires to ensure that reporting provided to the Bank after any changes are comparable to previous reporting. In addition, all calculations made for the purposes of this Commitment Letter shall continue to be made based on the

accounting policies, practices and calculation methods in effect as at the date of the financial statements for the most recently completed fiscal year. In the event of a change in the accounting policies, practices and calculation methods, the Bank retains the right (a) to act on any default under the financial covenants or any other terms and conditions as defined in this Commitment Letter that is disclosed by applying the previous accounting policies, practices and calculation methods and (b) at its discretion and acting reasonably, to amend/reset covenants that are affected by the change.

(f) Each Obligor shall keep all property useful and necessary for its business in good working order and condition, normal wear and tear excepted, except to the extent that the failure to do so would not individually or in the aggregate be reasonably likely to cause a Material Adverse Change.
(g) Each Obligor shall maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and business against such liabilities, casualties, risks and contingencies and in such types and amounts as is customary in the case of Persons engaged in the same or similar businesses and similarly situated, including, without limitation, insurance and cyber insurance on all assets secured by the Security. All such insurance shall name the Bank as first loss payee on all property insurance policies and as additional insured on all commercial liability policies, and shall require the insurer to provide not less than 30 days' written notice to the Bank of any cancellation or amendment of the policy.

NEGATIVE COVENANTS

1.5 Each of the Obligors covenants and agrees that, without the Bank's prior written consent, in its sole discretion, such Obligor shall not:

(a) Make any Distributions other than Permitted Distributions.
(b) Cause or permit the occurrence of a Change of Control with respect to such Obligor.
(c) Create, incur, assume or permit any Debt other than the Permitted Debt, in each case incurred in the ordinary course of business.
(d) Create, incur, assume or permit to exist any Liens upon any of its property, except for Permitted Liens.
(e) Change its name without providing the Bank with thirty (30) days' prior written notice thereof.
(f) Amend, vary or alter in any way any of its organizational documents, in any manner adverse to the Bank without the prior written consent of the Bank, acting reasonably, or fail to comply with any of the terms of its organizational documents.
(g) Engage in any business other than business of the same type or business line as is currently conducted by it.
(h) Consolidate, amalgamate or merge with any other Person, enter into any corporate reorganization or other transaction intended to effect or otherwise permit a change in its existing corporate or authorized capital structure, liquidate, wind-up or dissolve itself, or permit any liquidation, winding up or dissolution, without the prior written consent of the Bank, which shall not be unreasonably withheld or delayed.
(i) Redeem all or part of the shares of its capital.
(j) Make, or enter into any agreement or arrangement to make, any Acquisition other than a Permitted Acquisition.
(k) Make, maintain, incur or acquire any Investments except for Permitted Investments.
(l) Directly or indirectly sell, transfer, lease or otherwise dispose of any of its assets or property other than (i) inventory sold in the ordinary course of business upon arm's length commercial terms, (ii) worn, scrap or obsolete or redundant material, equipment or assets which are not material in the aggregate and in the ordinary course of business, (iii) assets which are to be replaced by assets that perform substantially similar functions, or (iv) where the aggregate market value of such dispositions for all Obligors is less than US$250,000 in any Fiscal Year.
(m) Default under any credit, loan or other indebtedness or security agreement, present or future, between the Bank or another Person and such Obligor.
(n) Amend or terminate any material agreement or material permit except to the extent such material agreement or material permit terminates at its scheduled maturity or such material agreement or material permit has been replaced.
(o) Create any Subsidiary unless (a) such Subsidiary is formed under the laws of Canada or any province or territory thereof, or the laws of the United States of America or any states thereof, (b) such new Subsidiary delivers a Guarantee or Security as may be required by the Bank, within fifteen (15) Business Days of formation and, in any event, prior to such Subsidiary acquiring any material assets or conducting any material business and (c) the Borrower and the Bank shall have entered into an amendment to this Commitment Letter, to incorporate customary provisions reasonably required by the Bank to reflect a Subsidiary being formed. Any such Subsidiary shall be referred to as a "Guarantor".
(p) Seek an advance hereunder for any purpose other than the purpose(s) noted under the "Purpose" section of each of the Credits**.**
(q) (A) Directly or indirectly, use any amounts advanced or seek advances under the Credits (1) for any illegal purpose or (2) to fund any activity or business with any Person or in any country or territory that is the subject or target of Sanctions or (3) in any manner that would result in a violation of Sanctions by any Person (including any lender, advisor, or otherwise), or (B) repay any amounts owing to the Bank using any funds derived directly or indirectly from any illegal or sanctionable activity.
(r) Use the proceeds of any of the Credits to accumulate or maintain cash or cash equivalents in an amount in aggregate greater than US$50,000, but excluding therefrom cash or cash equivalents accumulated or maintained for a specified business purpose that is lawful and not for purposes in contravention of this Commitment Letter (other than simply accumulating cash reserve), and, for greater certainty, the Bank may refuse to make any requested advance which the Bank, acting reasonably, determines would result in a contravention of this clause.

CALCULATION AND PAYMENT OF INTEREST

1.6 Interest on loans/advances made in Canadian dollars will be calculated on a daily basis and payable monthly on the 22nd day of each month (unless otherwise stipulated by the Bank). Interest shall be payable not in advance on the basis of a calendar year for the actual number of days elapsed both before and after demand of payment or default and/or judgment
- 1.7 Interest on loans/advances made in U.S. dollars will be calculated on a daily basis and payable monthly on the 22nd day of each month, (unless otherwise stipulated by the Bank). Interest shall be payable not in advance on the basis of a 360 day year for the actual number of days elapsed both before and after demand of payment or default and/or judgment.
1.8 The interest rate spread is subject to change at the Bank's absolute discretion at any time and from time to time on thirty (30) days' prior written notice to the Borrower from the Bank, provided that, if an Event of Default has occurred, the interest rate spread is subject to change at the Bank's absolute discretion at any time and from time to time on prior written notice to the Borrower from the Bank.
1.9 Interest on overdue interest shall be calculated at the same rate as interest on the loans/advances in respect of which interest is overdue, but shall be compounded monthly and be payable on demand, both before and after demand and judgment.
1.10 Notwithstanding any other provisions of this Commitment Letter, if the amount of any interest, premium, fees or other monies or any rate of interest stipulated for, taken, reserved or extracted under the Credit Documents would otherwise contravene the provisions of section 347 of the Criminal Code (Canada), section 8 of the Interest Act (Canada) or any successor or similar legislation, or would exceed the amounts which the Bank 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 the Bank shall apply such excess against the Obligations and refund any further excess amount.
1.11 For purposes of the Interest Act (Canada):
(a) whenever any interest or fee under this Commitment Letter is calculated using a rate based on a year of 360 days or 365 days (or such other period that is less than a calendar year), as the case may be, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (i) the applicable rate based on a year of 360 days or 365

days (or such other period that is less than a calendar year), as the case may be, (ii) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (iii) divided by 360 or 365 (or such other period that is less than a calendar year), as the case may be;

(b) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Commitment Letter; and
(c) the rates of interest stipulated in this Commitment Letter are intended to be nominal rates and not effective rates or yields.
1.12 Each Obligor confirms that it fully understands and is able to calculate the rate of interest applicable to each of the Credits based on the methodology for calculating per annum rates provided for in this Commitment Letter. The Bank agrees that, if requested in writing by the Borrower, it shall calculate the nominal and effective per annum rate of interest on any advance outstanding at any time and provide such information to the Borrower promptly following such request; provided that any error in any such calculation, or any failure to provide such information on request, shall not relieve the Borrower or any other Obligor of any of its Obligations under this Commitment Letter or any other Credit Document, nor result in any liability to the Bank. Each Obligor hereby irrevocably agrees not to plead or assert, whether by way of defence or otherwise, in any proceeding relating to the Credit Documents, that the interest payable under the Credit Documents and the calculation thereof has not been adequately disclosed to the Obligors, whether pursuant to Section 4 of the Interest Act (Canada) or any other applicable Law or legal principle.

INDEMNITY FOR INCREASED COSTS

1.13 If the introduction, adoption or implementation of, or any change in, or in the interpretation of, or any change in its application to an Obligor of, any Law issued by any central bank or other Governmental Authority (whether or not having the force of law), including, without limitation, any liquidity reserve or other reserve or special deposit requirement or any tax (other than tax on the Bank's general income) or any capital requirement, has due to the Bank's compliance the effect, directly or indirectly, of (i) increasing the cost to the Bank of performing its obligations hereunder or under any availment hereunder; (ii) reducing any amount received or receivable by the Bank or its effective return hereunder or in respect of any availment hereunder or on its capital; or (iii) causing the Bank to make any payment or to forgo any return based on any amount received or receivable by the Bank hereunder or in respect of any availment hereunder determined by the Bank in its discretion, then upon demand from time to time the Borrower shall pay such amount as shall compensate the Bank for any such cost, reduction, payment or forgone return (collectively "Increased Costs") as such amounts are reasonably determined by the Bank and set forth in a certificate to the Borrower.
1.14 In the event of the Borrower becoming liable for such Increased Costs, the Borrower shall have the right to prepay in full, the outstanding principal balance under the affected credit other than the face amount of any document or instrument issued or accepted by the Bank for the account of the Borrower, including, without limitation, a Letter of Credit, a Letter of Guarantee or a Bankers' Acceptance. Upon any such prepayment, the Borrower shall also pay the then accrued interest on the amount prepaid and the Increased Costs to the date of prepayment together with such amount as will compensate the Bank for the cost of any early termination of its funding arrangements in accordance with its

normal practices, as such amounts are calculated in a certificate reasonably prepared by the Bank.

CALCULATION OF FEES

1.15 The acceptance fee for the acceptance of each Banker's Acceptance, as set by the Bank from time to time in its sole discretion, will be payable on the face amount of each Banker's Acceptance at the time of acceptance of each draft, calculated on the basis of a calendar year for the actual number of days elapsed from and including the date of acceptance to the due date of the draft.
1.16 Standby fees shall be calculated daily and payable quarterly on the basis of a calendar year for Canadian dollar Credits and on the basis of a 360 day year for U.S. dollar Credits from the date of acceptance by the Borrower of this Commitment Letter.

DISCONTINUANCE OF BENCHMARK RATE

Notwithstanding anything to the contrary in this Commitment Letter or any other Credit Document, following a Discontinuation Event, the Bank may amend this Commitment Letter and any other relevant Credit 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, including any prepayment fees, 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 Commitment Letter, including any prepayment fees or penalties.

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

ENVIRONMENT

1.17 Each of the Obligors agrees:
(a) to obey all applicable Laws and requirements of any Governmental Authority relating to the environment and the operation of the business activities of the Obligor;
(b) to allow the Bank access at all times to the business premises of the Obligors to monitor and inspect all property and business activities of the Obligors;
(c) to notify the Bank from time to time of any business activity conducted by the Obligors which involves the use or handling of hazardous materials or wastes or which increases the environmental liability of the Obligors in any material manner;
(d) to notify the Bank of any proposed change in the use or occupation of the property of the Obligors, prior to any change occurring;
(e) to provide the Bank with immediate written notice of any environmental problem and any hazardous materials or substances which have an adverse effect on the property, equipment, or business activities of the Obligors and with any other environmental information requested by the Bank from time to time;
(f) to conduct all environmental remedial activities to meet its environmental responsibilities under all applicable Laws and if any Obligor fails to do so, the Bank may perform such activities and the cost and expense to do so shall constitute further advances by the Bank to the Borrower under this Commitment Letter; and
(g) to pay for any environmental investigations, assessments or remedial activities with respect to any property of any of the Obligors that may be performed for or by the Bank from time to time.
1.18 If any Obligor notifies the Bank of any specified activity or change or provides the Bank with any

information pursuant to Sections 1.17(c), 1.17(d) or 1.17(e), or if the Bank receives any environmental information from other sources, the Bank, in its reasonable discretion, may decide that a Material Adverse Change has occurred.

1.19 If the Bank decides or is required to incur expenses to ensure an Obligor's compliance with to Laws applicable to the environment or to verify an Obligor's compliance with applicable environmental or other regulations or Laws, such Obligor shall indemnify the Bank in respect of such expenses, which will constitute further advances by the Bank to the Borrower under this Commitment Letter.

CONDITIONS PRECEDENT APPLICABLE TO ALL CREDITS

1.20 The following conditions are to be met or waived to the satisfaction of the Bank and its counsel prior to any advances or availments being made under the Credits:
- (a) Any Debt that is not Permitted Debt shall have been, or will be, paid and performed in full prior to or concurrently with the initial advance under this Commitment Letter.
- (b) The Bank shall have received the release, or undertaking to release, from each secured creditor with respect to all security it holds over the Obligors and their respective assets prior to the Closing Date and that does not constitute Permitted Liens.
- (c) The Bank shall have received fully executed copies of this Commitment Letter, the Guarantees, the Security and all other Credit Documents required to be delivered pursuant to or in connection with this Commitment Letter.
- (d) All Security shall have been registered, filed and recorded in all Relevant Jurisdictions where required by applicable Laws, in first position, in form and substance acceptable to the Bank and its counsel, and the Bank

shall have received evidence confirming all assets secured by the Security are free and clear of any and all Liens other than Permitted Liens.

(e) The Bank shall have received a fully executed perfection certificate in respect of each Obligor.
(f) The Bank shall have received a fully executed Compliance Certificate demonstrating that the Borrower is in compliance with all financial and nonfinancial covenants set out in this Commitment Letter, prior to and immediately after the effectiveness of the Commitment Letter.
(g) The Bank shall have received a fully executed Borrowing Base Certificate, as at most recent month end, which shall include information on the calculation of the Borrowing Base.
(h) The Bank shall have received all necessary information for it to comply with legal and internal requirements in respect of all anti-money laundering Laws and any other "know your customer" information.
(i) The Bank shall have received certified copies of the organizational documents of the Obligors, the resolutions authorizing the execution and delivery of, and performance of such Obligors' obligations under, the Credit Documents and the transactions contemplated therein, and a certificate as to the incumbency of the officers of such Obligors executing the Credit Documents and any other documents to be provided pursuant to the provisions hereof.
(j) The Bank shall have received legal opinions in form and substance satisfactory to it and its legal counsel, acting reasonably, in respect of the Obligors and the Credit Documents.
(k) The Bank shall have received a certificate of status (or equivalent) of each Obligor for its jurisdiction of formation confirming the existence of such Obligor.
(l) All fees and expenses due and payable by the Obligors under the Credit Documents shall have been paid or arrangements satisfactory to the Bank shall have been made in respect thereof.
(m) The Bank shall have received a certificate of a senior officer of the Borrower confirming that (i) no Event of Default exists or would result from the first advance under the Credits, (ii) all representations and warranties under this Commitment Letter are true and correct in all material respects; and (iii) concurrently with the first advance under the Credits all conditions precedent have been met.
(n) The Bank shall have completed, and be satisfied with, its due diligence review of matters customary for a transaction of this nature including, without limitation, with respect to the Obligors and their respective Subsidiaries, their organizational structure, legal structure, operations, historical financial statements, reasonableness of financial projections, tax matters, confirmation of no material litigation, market and industry analysis, evidence of compliance with all material Laws, and such other diligence as the Bank may, in accordance with general commercial lending practices, reasonably require.
(o) The Bank shall have received client references satisfactory to it, as may be required by the Bank.
(p) The Bank shall have received fullyexecuted postponement, subordination and intercreditor agreements with all other lenders, as required by the Bank, each in form and substance satisfactory to the Bank.
(q) The Bank shall have received certificates of insurance, in form and content acceptable to the Bank, showing, amongst other things, that the Bank is named as first loss payee and as additional insured, in respect of all insurance policies of the Obligors

required pursuant to this Commitment Letter.

(r) All representations and warranties of the Obligors in the Credit Documents shall be true and correct in all material respects.
(s) No Default or Event of Default shall have occurred and be continuing.
(t) The Bank shall have received and be satisfied with such other information, documentation or deliveries, as it reasonably requires, consistent with general lending practices and customary for a transaction of this nature.

TAXES

1.21 Each of the Obligors shall pay or discharge, or cause to be paid or discharged, before the same will become delinquent (i) all taxes imposed upon it or upon its income or profits or in respect of its business or property and file all tax returns in respect thereof, (ii) all lawful claims for labour, materials and supplies, (iii) all required payments under any of its Debt, including the Credits, and (iv) all other obligations.
1.22 The Borrower shall, upon request, provide the Bank with evidence confirming that the super-priority remittances of the Obligors are current. "Super-priorities" include all statutory remittances including, but not limited, to source deductions for income tax, Canada Pension Plan contributions, and employment insurance premiums.

DEMAND, EVENTS OF DEFAULT AND ACCELERATION

1.23 All indebtedness and liability of the Borrower to the Bank payable on demand, is repayable by the Borrower to the Bank at any time on demand.
1.24 All indebtedness and liability of the Borrower to the Bank not payable on demand shall, at the option of the Bank, become immediately due and

payable, all Security held by the Bank shall immediately become enforceable, and the obligation of the Bank to make further advances or other accommodation available under the Credits shall terminate, if any Event of Default occurs, is continuing, and has not been waived by the Bank.

1.25 The inclusion of Events of Default shall not prejudice the Bank's right to demand payment at any time of all or any portion of the principal balance and accrued interest on any Credit which is payable on demand and the existence of a Default or an Event of Default shall not be a pre-condition to making demand. The absence of a Default or an Event of Default shall not entitle the Borrower to the continued availability of any Credit which is payable on demand and shall not restrict the Bank's ability to demand repayment of all or any portion of the principal balance and accrued interest on any Credit which is payable on demand.
1.26 Upon the occurrence of an Event of Default that is continuing, the Borrower agrees with the Bank that the interest rates applicable to the Credits will be increased by up to [Redacted] per annum on all Credits outstanding to the Borrower effective as of the date of the Event of Default by the Borrower and continuing until the Event of Default is cured by the Borrower when the interest rates and fees will be reduced to the original rates set out herein. The imposition and collection of these increased rates and fees will not constitute an express or implied waiver by the Bank of any Event of Default or any of the terms and conditions of the lending arrangements, security or rights arising from an Event of Default by the Borrower.

MISCELLANEOUS

1.27 All costs and expenses, including legal and appraisal fees incurred by the Bank in connection with the preparation, negotiation, execution, delivery, administration and enforcement of this Commitment Letter or the other Credit Documents, including the Security, shall be for the account of the Borrower and may be charged to the Borrower's deposit account when submitted.

1.28 The Bank's accounts, books and records constitute, in the absence of manifest error, conclusive evidence of the advances made under this Commitment Letter, repayments on account thereof and the indebtedness of the Borrower to the Bank.
1.29 The obligation of the Bank to make further advances or other accommodations available under any of the Credits until the Maturity Date is subject to there being no Event of Default that has occurred and is continuing. Any extensions of the Maturity Date are at the Bank's sole discretion and subject to periodic review and to no adverse change occurring in the financial condition of the Borrower or any other Obligor.
1.30 On or prior to acceptance of this Commitment Letter, the Bank is hereby authorized to register financing statements as it deems necessary or desirable in connection with the Security.
1.31 This document and all related documents have been drafted in English at the Borrower's request. Ce document et tous les documents y afférents ont été rédigés en anglais à la demande de l'emprunteur.

JUDGMENT CURRENCY

1.32 If for the purpose of obtaining judgment in any court it is necessary to convert all or any part of the liabilities or any other amount due to the Bank in respect of any of the Obligations of any Obligor under this Commitment Letter or any other Credit Document in any currency (the "Original Currency") into another currency (the "Other Currency"), such Obligor, to the fullest extent that it may effectively do so, agrees that the rate of exchange used shall be that at which, in accordance with normal banking procedures, the Bank could purchase the Original Currency with the Other Currency on the business day preceding that on which final judgment is paid or satisfied. The obligations of such Obligor in respect of any sum due in the Original Currency from it to the Bank shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the business day following receipt by the Bank of any sum adjudged to be so due in such Other Currency the Bank may, in accordance with its normal banking procedures, purchase the Original Currency with such Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due to the Bank in the Original Currency, such Obligor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Bank against such loss, and if the amount of the Original Currency so purchased exceeds the sum originally due to the Bank in the Original Currency, the Bank agrees to remit such excess to such Obligor.

1.33 [RESERVED]

COUNTERPARTS AND EXECUTION OF DOCUMENTS

1.34 This Commitment Letter and the other Credit Documents may be executed in counterparts and by different parties in different counterparts, all of which when taken together will constitute a single contract. This Commitment Letter and the other Credit Documents may be signed by way of associating or otherwise appending an electronic signature or other facsimile signature of the applicable signatory and the words "execution", "signed", "signature", and words of like import in any Credit Document shall be deemed to include electronic signature or other facsimile signature, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature. Subject to applicable conditions precedent, a document will become effective when it has been executed by the Bank (if execution by the Bank is contemplated by the document) and the Bank has received counterparts of the document that, when taken together, bear the signatures of each of the other relevant parties. Delivery of an executed counterpart of a document or a signature page to the document by telecopy or by sending a scanned or other copy by electronic mail or similar means shall be as effective as delivery of an originally executed counterpart, but the Bank may from time to time require delivery of originally executed documents. The Bank may create and store copies of documents in any form as part of its business records, including by microfilm, photocopy and electronic image. Copies may be held in place of original documents and substituted for original documents for any purpose. In administering the credits established in this Commitment Letter and in otherwise dealing with any Obligor, the Bank may rely and act on e-mail, telecopier and other electronic communications that it reasonably believes have been sent by or on behalf of any Obligor, but the Bank may from time to time require that communications from any Obligor be in a non-electronic form specified by the Bank.

GOVERNING LAW AND JURISDICTION

1.35 This Commitment Letter and each other Credit Document (unless otherwise specified in such Credit Document) will be governed by, and construed in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable therein.
1.36 Each of the Obligors irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the Province of British Columbia and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment

Letter or any other Credit Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such court. Each of the Obligors agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Commitment Letter or in any other Credit Document will affect any right that the Bank may otherwise have to bring any action or proceeding relating to this Commitment Letter or any other Credit Document against any Obligor or its properties in the courts of any jurisdiction.

1.37 To the extent permitted by applicable Law, each party hereto irrevocably waives all rights to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter or the transactions contemplated hereby or thereby or the actions of the parties hereto and thereto in the negotiation, performance or enforcement hereof and thereof.

NOTICES

1.38 Without prejudice to any other method of giving notice, all communications provided for or permitted hereunder shall be in writing and delivered to the addressee by prepaid private courier or sent by email to the applicable address and to the attention of the officer of the addressee as follows:
(a) to the Borrower:

[address]

Contact:	[z]
Email:	[z]

(b) to the Bank:

13th Floor 40 King Street West Toronto, Ontario M5H 1H1

Contact: Karim Antonious Email: [email protected]

Any communication transmitted by prepaid private courier shall be deemed to have been validly and effectively given or delivered on the Business Day after which it is submitted for delivery. Any communication transmitted by email shall be deemed to have been validly and effectively given or delivered on the day on which it is transmitted or sent, if transmitted on a Business Day on or before 5:00 p.m. (local time of the intended recipient), and otherwise on the next following Business Day. Any party may change its address for service by notice given in the foregoing manner.

ASSIGNMENT

1.39 This Agreement shall enure to the benefit of and be binding upon the parties hereto, their respective successors and any permitted assigns. The Obligors shall not assign, delegate or transfer all or any part of their rights or obligations under this Commitment Letter without the prior written consent of the Bank, which consent may be withheld in the Bank's sole discretion. The Bank may assign all or any part of its rights and obligations in respect of this Commitment Letter and the Credit Documents to one or more financial institutions or other entities (each an "Assignee"), and any such assignment shall become effective upon receipt by the Borrower of (a) written notice from the Bank that it has assigned all or any part of its rights under this Commitment Letter and the other Credit Documents and (b) a written undertaking from the Assignee (addressed to all the parties to this Commitment Letter and the Credit Documents) agreeing to be bound by this Commitment Letter and the other Credit Documents and to perform the obligations assigned to it. Any Assignee shall be treated as the Bank for all purposes of this Commitment Letter and the other Credit Documents, shall be entitled to the full benefit hereof and shall be subject to the obligations of the Bank to the same extent as if it were an original party in respect of the rights or obligations assigned to it, and the Bank shall be released and discharged accordingly and to the same extent.

PARAMOUNTCY

1.40 If there is any conflict or inconsistency between the provisions of this Commitment Letter and the provisions of any other Credit Document, the rights and obligations of the parties will be governed by the provisions of this Commitment Letter.

SCHEDULES TO COMMITMENT LETTER

Schedule A	Borrowing Base Certificate
Schedule B	Compliance Certificate
Schedule 2.1(f)	Intellectual Property
Schedule 2.1(k)	Subsidiaries
Schedule 2.1(q)	Corporate Information
Schedule 2.1(r)	Relevant Jurisdictions
Schedule 2.1(s)	Real Property – Owned and Leased
Schedule 2.1(t)	Shareholder, Intercompany and Other Loans

SCHEDULE A

Form of Borrowing Base Certificate

[see attached]

SCHEDULE B

Form of Compliance Certificate

[see attached]

COMPLIANCE CERTIFICATE

TO:	THE BANK OF NOVA SCOTIA
FROM:
DATE:
RE:	Commitment letter dated as of _________________ between [z] (the "Borrower"), asborrower, and The Bank of Nova Scotia (the "Bank"), as lender (as amended,supplemented, restated or replaced from time to time, the "Commitment Letter").

Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Commitment Letter.

In accordance with the Commitment Letter, the undersigned, being the duly appointed [president, chief financial officer, corporate controller, vice-president, treasurer or corporate secretary] of the Borrower, hereby certifies for and on behalf of the Borrower and not in the undersigned's personal capacity that:

1. I have read and am familiar with the provisions of the Commitment Letter related to the matters set out herein, and have made or caused to be made such examinations and investigations as I have deemed necessary or appropriate to enable me to express an informed opinion as to the matters set out herein.
1. All of the financial and non-financial covenants set out in the Commitment Letter to be performed or complied with by the Borrower as at or prior to the date hereof have been performed or complied with.
1. Attached hereto as Appendix A are, as applicable:
- (a) the annual audited financial statements of the Borrower for the most recently completed fiscal year end of the Borrower, on a consolidated and unconsolidated basis, together with Management's Discussion and Analysis, and a calculation of the Surplus Cash Flow for the applicable fiscal year; and/or
- (b) the monthly internally-prepared financial statements of the Borrower, on a consolidated and unconsolidated basis, with monthly aged accounts receivable and accounts payable listings, for the most recently completed month,

as required by the Commitment Letter. The amounts and calculations expressed herein are based on such financial statements, and such financial statements include a detailed breakdown sufficient to permit the Bank to determine how the amounts reported in Appendix B in respect of the financial covenants (including the components thereof) were calculated.

1. The Total Funded Debt to Adjusted EBITDA Ratio on a consolidated basis as at the date hereof, as required pursuant to the Commitment Letter, is __________ to 1.00, and has been determined on the basis of the calculations set forth in Appendix B attached hereto.
1. The Fixed Charge Coverage Ratio on a consolidated basis as at the date hereof, as required pursuant to the Commitment Letter, is ________ to 1.00, and has been determined on the basis of the calculations set forth in Appendix B attached hereto.
1. The sum of the Obligors' cash or cash equivalents held in non-bank accounts is US$_______________.
1. All representations and warranties of the Borrower set forth in the Commitment Letter are true and accurate as at the date hereof as if made on and as of such date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall be true and accurate as of such earlier date.
1. The Borrower certifies that no Default or Event of Default has occurred or is continuing as of the date hereof.
1. The Borrower authorizes the Bank to charge all Fees (including, without limitation, the Commitment Fee, the Renewal Fee and the Monthly Management Fee) directly to the Borrower's deposit account maintained with the Bank, in accordance with the Commitment Letter.
1. No Material Adverse Change has occurred subsequent to the date of the last monthly financial statements of the Borrower.

[the remainder of this page has been intentionally left blank]

Signed as of the date first written above.

[/]

Per:

Name: Title:

Per:

Name: Title:

I/We have authority to bind the Borrower.

SCHEDULE 2.1(F) INTELLECTUAL PROPERTY

Dribbble Holdings Ltd.

[Redacted]

Creative Market Labs, Inc.

[Redacted]

SCHEDULE 2.1(K) SUBSIDIARIES

1. Subsidiaries of the Borrower, and each registered owner of equity interests therein:
- a. Create Holdings Inc.
  - i. [Redacted] shares of [Redacted] stock are outstanding and registered in the name of the Borrower
- b. Dribbble Holdings (US) Ltd.
  - i. [Redacted] shares of [Redacted] stock are outstanding and registered in the name of Create Holdings Inc.
- c. Creative Market Labs, Inc.
  - i. [Redacted] shares of [Redacted] stock are outstanding and registered in the name of Create Holdings Inc.
1. Registered owners of equity interests in the Borrower:
- a. [Redacted] shares of [Redacted] stock of the Borrower are outstanding and registered as follows:

Shareholder	Number of	Percentage
	Shares of
	Common stock
TinyCapitalLtd.	5,981,752	73.78%
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
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b. [Redacted] options to purchase shares of [Redacted] stock are outstanding and held as follows:

[Redacted]	[Redacted]
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SCHEDULE 2.1(Q) CORPORATE INFORMATION

Name	Jurisdiction
Dribbble Holdings Ltd.	British Columbia, Canada
Create Holdings Inc.	Delaware, United States of America
Dribbble Holdings (US) Ltd.	Delaware, United States of America
Creative Market Labs, Inc.	Delaware, United States of America

SCHEDULE 2.1(R) RELEVANT JURISDICTIONS

1. The Borrower
- a. British Columbia
1. Create Holdings Inc.
- a. Delaware and British Columbia
1. Dribbble Holdings (US) Ltd.
- a. Delaware and British Columbia
1. Creative Market Labs, Inc.
- a. Delaware and British Columbia

SCHEDULE 2.1(S) REAL PROPERTY - OWNED OR LEASED

None.

SCHEDULE 2.1(T) SHAREHOLDER, INTERCOMPANY AND OTHER LOANS

1. Shareholder Loans [Redacted]
1. Intercompany Loans:
- a. Borrower owes Creative Market Labs, Inc. [Redacted] as at June 30, 2022
- b. Borrower owes Dribbble (US) Holdings Ltd. [Redacted] as at June 30, 2022
1. Other Loans:
- a. Creative Market Labs, Inc. owes marketplace platform users [Redacted] as at June 30, 2022 representing the undrawn revenue share of owners for sales under the terms of services for Creative Market Labs, Inc. and Fontspring websites
- b. Creative Market Labs, Inc. owes Fontspring LLC [Redacted] in connection with the asset acquisition transaction as at June 30, 2022
- c. Creative Market Labs, Inc. owes [Redacted], equivalent to one month's rent, on the 50 Pacific San Francisco Lease as at June 30, 2022. This lease expired on August 1, 2022 and was not renewed.

APPENDIX A to Compliance Certificate

Annual Audited Financial Statements / Monthly Internally-Prepared Financial Statements

[see attached]

APPENDIX B to Compliance Certificate

Financial Calculations

All amounts are in respect of the Borrower on a consolidated basis.

Total Funded Debt to Adjusted EBITDA Ratio

(A)=	Total Funded Debt
(B)=	Net income before extraordinary and other non-recurring items
(C)=	Interest, income tax, depreciation and amortization expenses	_____________
(D)=	Stock Based Compensation
(E)=	Transaction related costs for the Fiscal Year (up to a cap of US$1,000,000)	_____________
(F)=	(B) plus (C) plus (D) minus (E) (Adjusted EBITDA)
(G)=	(A) divided by (F)
	Fixed Charge Coverage Ratio
(A)=	Adjusted EBITDA (as determined in line (F) above)
(B)=	All unfunded capital expenditures, capitalized development costs, cash taxesand Distributions
(C)=	All principal payments made or required to have been made by theBorrower on account of Senior Debt
(D)=	All cash interest payments made or required to have been made by theBorrower on account of Total Funded Debt
(E)=	(A) minus (B)
(F)=	(C) plus (D)
(G)=	(E) divided by (F)

NATDOCS\64137379\V-9

AI assistant

Tiny Ltd. — Capital/Financing Update 2023

47831_rns_2023-04-19_befbea4a-0814-4d62-ad82-cf32cc2e30a2.pdf

Attention: Zack Onisko, Brandon Green & Rob Simmerling

THE BANK OF NOVA SCOTIA

Acceptance by Borrower

Dribbble Holdings Ltd.

THE BANK OF NOVA SCOTIA

Acceptance by Borrower

Dribbble Holdings Ltd.

Acknowledgment by Guarantors

CREATIVE MARKET LABS, INC.

DRIBBLE HOLDINGS (US) LTD.

CREATE HOLDINGS INC.

BUSINESS TERMS

CREDITS

SECURITY

Borrower

● CREATIVE MARKET LABS, INC.

● DRIBBLE HOLDINGS (US) LTD

CREATE HOLDINGS INC.

Other Security Documents

CONDITIONS PRECEDENT

FINANCIAL COVENANTS

FEES

REPORTING COVENANTS

GENERAL TERMS AND CONDITIONS APPLICABLE TO ALL CREDITS

1. DEFINED TERMS

"Permitted Distributions" means:

"Permitted Investments" means:

"Permitted Liens" means:

REPRESENTATIONS AND WARRANTIES

POSITIVE COVENANTS

NEGATIVE COVENANTS

CALCULATION AND PAYMENT OF INTEREST

INDEMNITY FOR INCREASED COSTS

CALCULATION OF FEES

DISCONTINUANCE OF BENCHMARK RATE

ENVIRONMENT

CONDITIONS PRECEDENT APPLICABLE TO ALL CREDITS

TAXES

DEMAND, EVENTS OF DEFAULT AND ACCELERATION

MISCELLANEOUS

JUDGMENT CURRENCY

1.33 [RESERVED]

COUNTERPARTS AND EXECUTION OF DOCUMENTS

GOVERNING LAW AND JURISDICTION

NOTICES

[address]

ASSIGNMENT

PARAMOUNTCY

SCHEDULES TO COMMITMENT LETTER

SCHEDULE A

Form of Borrowing Base Certificate

SCHEDULE B

Form of Compliance Certificate

COMPLIANCE CERTIFICATE

[/]

SCHEDULE 2.1(F) INTELLECTUAL PROPERTY

SCHEDULE 2.1(K) SUBSIDIARIES

SCHEDULE 2.1(Q) CORPORATE INFORMATION

SCHEDULE 2.1(R) RELEVANT JURISDICTIONS

SCHEDULE 2.1(S) REAL PROPERTY - OWNED OR LEASED

SCHEDULE 2.1(T) SHAREHOLDER, INTERCOMPANY AND OTHER LOANS

APPENDIX A to Compliance Certificate

Annual Audited Financial Statements / Monthly Internally-Prepared Financial Statements

APPENDIX B to Compliance Certificate

Financial Calculations

Total Funded Debt to Adjusted EBITDA Ratio

More from Tiny Ltd.

Tiny Ltd. Capital/Financing Update 2023