Tiny Ltd. — Capital/Financing Update 2023

Apr 20, 2023

Roynat Inc. 702 Yates Street Victoria BC V8W 2T2

T 1.604.235.7284 F 1.604.668.2138

Roynat Capital. Scotiabank.

June 30, 2022

Confidential

Tiny Capital Ltd. c/o 2900 - 550 Burrard St. Vancouver, BC V6C 0A3

Attention: Ampere Chan, CFO

Offer of Finance $RE:$

Dear Sir:

We are pleased to confirm that Roynat Inc. ("Roynat") offers to Tiny Capital Ltd. (the "Borrower") the financing described herein, on and subject to the terms and conditions described in the Financing Terms and Conditions attached hereto.

If the arrangements set out in this letter and in the attached Financing Terms and Conditions (collectively, the "Offer of Finance") are acceptable to you, please confirm your acceptance by signing the enclosed copy of this letter in the space indicated below, and return the same to us together with the balance of the commitment fee of now earned and payable upon closing, as set out in the Financing Terms and Conditions, as well as the enclosed privacy consent form and pre-authorized payment form, no later than July 12, 2022, after which date this Offer of Finance will lapse unless Roynat, in its sole discretion accepts it nonetheless.

By signing this Offer of Finance you confirm that the product(s)/service(s) will not be used by or for the benefit of a third party, and that you will not receive instructions from a third party with respect to the use of the product(s)/service(s).

Thank you for giving us the opportunity to contribute to your company's long-term financing. We appreciate your interest and look forward to receiving your acceptance.

Yours truly,

Roynat Inc. Per: Name: Derek Strong Title: Regional Director Address: 702 Yates St., Victoria, BC V8W 2T2 Attention: Derek Strong Fax:

ACCEPTED this 5th day of July 2022.

Borrower:

Tiny Capital Ltd.

Per:

Name: Andrew Wilkinson Title: Director

Per:

÷,

Name: Title:

Address: $c$ /o 2900 - 550 Burrard St. Vancouver,BC V6C 0A3

Attention: Ampere Chan, CFO Fax: E-mail:

FINANCING TERMS AND CONDITIONS

Offer of Finance dated June 30, 2022

LENDER:	Loan A: Roynat Inc. ("Roynat")
BORROWER:	Tiny Capital Ltd. (the "Borrower")
CURRENCY:	All sums indicated in this Offer of Finance (including all the Appendiceshereto, this "Agreement") are in Canadian dollars, unless otherwiseindicated.

PROGRAM:

$LOAN:$

INTEREST:

Availment of funds		Source of funds
General CorporatePurposes or shareholderwithdrawals	$25,000,000	Roynat Inc.: Loan A:Revolving TermLoan	$25,000,000
Total:	$25,000,000	Total:	$25,000,000

Changes may only be made to the program as described above (the "Program") with the prior written consent of Roynat.

Loan $A$ : Revolving Term loan for an amount in principal of $25,000,000 (the "Loan").

Loan A: Canadian Variable Rate plus per annum. For information purposes only, the Canadian Variable Rate as of today's date is 2.64% per annum.

Interest accrued during each Interest Period with respect to the principal balance from time to time outstanding under the Loan shall be calculated and compounded monthly and payable monthly on the 15th day of each month. Any amount of principal or interest which is not paid when due shall bear interest at the Default Rate, compounded monthly, both before and after maturity, default and judgment and shall be payable on demand.

After the first Advance, Roynat will provide the Borrower monthly with a written confirmation of the interest rate applicable to the Loan and the amount of interest payable during the current month at least five days prior to each interest payment date but the non-receipt of any such notice shall

OPTION TO CONVERT TO / EXTEND A FIXED RATE:

The Borrower may, at any time during any period in which Loan A bears interest at the Canadian Variable Rate, or at least five (5) Business Days prior to the expiry of any period during which a Loan bears interest at a fixed rate, ask Roynat to convert this Loan to a loan bearing interest at a fixed rate or ask Roynat to set a new term during which this Loan will bear

interest at a fixed rate, subject to the conditions set out in Appendix A.

in no way limit or negate the obligations of the Borrower to pay interest on

The Borrower shall pay Roynat the following fees:

such payment date.

• 1. A non-refundable commitment fee in the amount of The application fee in the amount of already paid is now earned and will be applied against the commitment fee. The balance of is earned and will be due and payable upon closing.
• 1. Annual fee in an amount of to be collected on the 15th of January annually provided the Loan has been renewed.
• 1. For any delay over five (5) days in submitting to Roynat (i) any year per month, and end financial reporting, a late reporting fee of (ii) any of the other documents that are to be submitted to it as stipulated under the "Financial Reporting" heading below, a late reporting fee of per month.
• 1. Cancellation fees in an amount equal to of the Loan $if$ of the Loan has not been disbursed by August 31, 2022 at the latest for one of the following reasons:
  • A. The Borrower has failed to raise the other sources of financing described in the Program or has chosen to use another lender to raise some or all of the financing described in the Program;
  • $B1$ The Borrower has chosen not to follow up on this financing; however, the cancellation fees will not be payable in the event the financing is intended to finance an acquisition deal and that the financing cannot take place because the seller failed to meet its obligations;
  • The Borrower failed to disclose important information to Roynat; $C_{\cdot}$ or,
  • D. The Borrower failed to meet the conditions precedent to the disbursement of the Loan.

FEES:

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$\ddot{\phantom{a}}$

REPAYMENT:	Loan A:	Each draw on the Loan facility will result in a new loan withinterest only payments each for a 3 year term.
		Undrawn Funds and the facility to be renewed annually byDecember 31 in conjunction with the financial annual review.
		However, if any undrawn portion is not renewed by Roynat atan annual review, then drawn amount will become due andpayable at the end of the term as outlined in their repaymentschedule.
	All principal and interest payments stipulated herein are payable in thecurrency in which the Advance was made on the 15th of each month, unlessexpressly specified otherwise. Notwithstanding the foregoing, Roynatmay, at its absolute discretion, postpone the start date of the repaymentschedule set out above in the event there is a delay in disbursing the Loan.
	provided for above.	The balance of the principal, if any, together with any interest, costs or otheramounts owing hereunder will be payable on the date of the last payment
PREPAYMENT:	If the Loan bears interest at a floating rate, the Borrower may makeprepayments in whole or in part, at any time, on payment of compensation asoutlined below at the rate then applicable to the Loan:
	(i)(ii)	If repaid within 6 months no penalty;If drawn more than 6 months and funds generated fromoperations penalty is months interest or of principalprepaid whichever is greater;
	(iii)	Refinancing of Roynat is months interest or of principalprepaid whichever is greater.
	Any principal prepaid shall be applied to the principal payable hereunder ininverse order of maturity.
CONDITIONSPRECEDENT:	The disbursement of the first and any subsequent advance is subject to (i)the receipt by Roynat of the following documents, each in form and contentacceptable to Roynat and its legal advisors, and (ii) to the fulfilment of theother conditions precedent stipulated herein, each in form and substancesatisfactory to Roynat in its sole discretion:

• 1. Confirmation that the Program and any required funding has been carried out in accordance with its description under the heading "Program" above without amendment.
• 1. A pre-authorized payment form (attached as Appendix D) together with a cheque from the Borrower marked "Void" in respect of the account from which payments will be withdrawn.
• 1. All legal requirements complete to Roynat and its solicitor's satisfaction.
• 1. A review of shareholders agreements and constating documents by Roynat and its advisors of the Key companies as follows:
  • Dribbble Holdings Ltd.
  • Tiny Holdings Ltd.
  • Meta Holdings Ltd. $\sim$
  • Tiny Boards Holdings Ltd.
  • Meteor Software Holdings Ltd.
  • Meteor Software Limited Partnership
• 1. Any financial information as reasonably required.
• 1. Minimum draw of $500,000 for each advance as requested in writing.
• 1. Amount outstanding on the Roynat facility to be no more than 40% of the market value of WeCommerce Holdings Ltd. common stock owned by the Borrower and pledged to Roynat at all times plus any cash and cash equivalents held by the Borrower at any given time (Threshold Amount). Testing of this condition will occur the first day of every month, unless that day falls on the weekend, then it will be the first Monday after the weekend. In the event that this condition is not met due to a reduction in the WeCommerce share price or a change in cash and cash equivalents held by the Borrower and upon notification by Roynat (Notification), the Borrower is required to comply with the Threshold Amount condition within 30 days from the date of Notification (Cure Period). If the Borrower does not comply with the Threshold Amount condition by the end of the Cure Period a default will occur. Compliance with the Threshold Amount condition may be from a satisfactory increase in the WeCommerce share price, an increase in the cash or cash equivalents held by the Borrower, or prepayment of the facility in a sufficient amount. Such prepayment shall be without penalty and subject to re-draw should the covenant (and drawdown test) subsequently be met.
• 1. Favourable legal opinion issued by the legal advisors of the Borrower and, if applicable, of the corporate Guarantor(s) on all the financing set out herein.
• 1. The other conditions precedent under the heading "Conditions" Precedent" in Appendix A.
• 1. Roynat shall have been satisfied, in its sole discretion, with its legal, financial, business, environmental and other due diligence of the Borrower and the other Obligors, and submission to Roynat of any other documents that it may reasonably require.
• 1. Roynat shall have received from the Obligors and reviewed to its satisfaction (in its sole discretion), all "know your client", anti-money laundering or similar identification information in order for Roynat to complete all its necessary due diligence with respect to the Obligors and comply with all applicable Sanctions and Anti-Terrorist Financing and Anti-Money Laundering Laws.

SECURITY:

The obligations of the Borrower and, if applicable, each Guarantor under this Offer of Finance will be secured at all times by the following security in form and content acceptable to Roynat (collectively, the "Security Documents"):

$A1$ Borrower

• 1. General Security Agreement creating a first ranking security interest in all of the present and future tangible and intangible personal and real property of the Borrower, including, without limitation, the personal property described in Appendix B, if any, subject only to Permitted Liens, but specifically allowing for a prior charge of $2,925,000 in favour of Royal Bank of Canada on real estate located at 285 King George Terrace, Victoria, BC.
• 1. Pledge of all shares, or units as the case may be, held at any time by the Borrower in each of the following:
  • WeCommerce Holdings Ltd.
  • Dribbble Holdings Ltd.
  • Tiny Holdings Ltd. $\sim$
  • Meta Holdings Ltd.
  • Tiny Boards Holdings Ltd.
  • Meteor Software Holdings Ltd.
  • Meteor Software Limited Partnership
• 1. Delivery to Roynat of all present and future original share or unit certificates representing Borrower's interests in the following entities:
  • a. WeCommerce Holdings Ltd.
  • b. Dribbble Holdings Ltd.
  • c. Tiny Holdings Ltd.

• d. Meta Holdings Ltd.

• e. Tiny Boards Holdings Ltd.

• f. Meteor Software Holdings Ltd.

• g. Meteor Software Limied Partnership

• 1. For any of Borrower's present or future potfolio investment companies that are not subject to a specific pledge of shares above, any shares or units will remain subject to the general security agreement of Borrower. Borrower shall provide a pledge agreement relating to such shares in the event:
  • (a) There is a breach of any covenant hereunder; or
  • (b) Roynat, in its sole discretion, requests such further pledge.
• 1. Assignment of insurance appropriate to the risks involved, with loss payable to either/or (as their interests may appear) Roynat Inc. and Roynat Capital Inc. as mortgagee.

The Borrower shall authorize the insurance broker to release the insurance information required by Roynat by way of the Insurance Broker Contact Information and Release Form attached as Appendix E.

$\mathbf{C}$ General

1. Any other security that Roynat and its legal advisors may reasonably require.

The following financial covenants must be complied with by the Borrower and will be verified by Roynat quarterly, on the basis of the most recent financial statements of the Borrower, submitted to Roynat pursuant hereto:

• 1. Maintain a Debt Service Coverage Ratio equal to or greater than 1.20:1 at all times, tested quarterly at Borrower level on a rolling four quarters basis.
• 1. Maintain a Fair Market Value to Funded Debt ratio, at a Borrower level, greater than 10.00:1 at all times, tested quarterly on a rolling four quarters basis. Roynat has the right to call for a valuation by a Chartered Business Valuator, who will be mutually agreeable to Roynat and the Borrower at any time but not more than once per year.
• A. Without Roynat's prior written consent, the Borrower and / or the Guarantor shall not:
  • 1. Generate, contract, accept responsibility for or allow the existence of any debt in excess of a combined $500,000 other than (i) debt provided

FINANCIAL COVENANTS:

OTHER COVENANTS:

for in this Offer of Finance; (ii) deferred taxes; (iii) trade payables, bids, bonuses, guarantees, earnouts, balance of sale payments and other like payments, all in the ordinary course of business, (iv) intercompany debts between Obligors (as applicable), unsecured or subordinated debt including shareholder loans, debt secured by permitted liens, hedging arrangements, loans and/or financial assistance to company officers / directors / shareholders / management, (v) the mortgage in the amount of $$2,925,000$ in favor of Royal Bank of Canada, and (vi) other obligations that Roynat may approve in writing from time to time.

• 1. Redeem all or part of the shares of its share capital.
• 1. Pledge any of its shares in investments to anyone other than Roynat.

• $4.$ Cause or permit a change in Control which is currently held by Andrew Wilkinson & Christopher Sparling.

• 1. Make any distributions unless:
  • a) No interest payable is outstanding on Roynat's Facility;
  • b) All covenants are met for the most recent measurement date prior to the distribution; and
  • c) Debt Service Coverage covenant would still be met (for the most recently completed compliance measurement period) pre and post the distribution.

• B. The Borrower, and as applicable the Guarantors, shall:

  • On request provide Roynat with evidence confirming all super-priority 6. remittances are current. Super-priorities include all statutory remittances including but not limited to source deductions for income tax, CPP, and employment insurance premiums.

• $\mathbf{C}$ The Borrower and Guarantor(s), as applicable agree:

1. Amount outstanding on the Roynat facility to be no more than 40% of the market value of WeCommerce Holdings Ltd. common stock owned by the Borrower and pledged to Roynat at all times plus any cash and cash equivalents held by the borrower at any given time (Threshold Amount). Testing of this condition will occur the first day of every month, unless that day falls on the weekend, then it will be the first Monday after the weekend. In the event that this condition is not met due to a reduction in the

FINANCIAL

REPORTING:

WeCommerce share price or a change in cash and cash equivalents held by the Borrower and upon notification by Roynat (Notification), the Borrower is required to comply with the Threshold Amount condition within 30 days from the date of Notification (Cure Period). If the Borrower does not comply with the Threshold Amount condition by the end of the Cure Period a default will occur. Compliance with the Threshold Amount conidtion may be from a satisfactory increase in the WeCommerce share price, an increase in cash or cash equivalents held by the Borrower, or prepayment of the facility in a sufficient amount. Such prepayment shall be without penalty and subject to re-draw should the covenant (and drawdown test) subsequently be met.

The Borrower and Guarantor(s), as applicable, shall also comply with each of the covenants described in Appendix A.

As long as any Loan remains in effect or a sum due hereunder remains unpaid, the Borrower will submit to Roynat the following documents in form and content acceptable to Roynat:

• 1. Unaudited quarterly financial statements of the Borrower with comparable information for the prior year, no later than 45 days following the end of such period.
• 1. Annual externally compiled financial statements of the Borrower with additional reporting satisfactory to Roynat, no later than 120 days following the end of each fiscal period.
• 1. Annual combined financial statements of Tiny Capital Group, no later than 120 days following the end of each fiscal period.

Combined including all subs and investments making up at least 95% of total Group fair market value and EBITDA. As of January 31, 2022 these investments are:

• Dribbble Holdings Ltd. (consolidated Dribbble Group)
• $\bullet$ Tiny Holdings Ltd.
• MetaLab Design Ltd. & or the consolidated Meta Holdings Ltd. $\bullet$ group
• Tiny Boards Holdings Ltd.
• Meteor Software Holdings Ltd. (including Meteor Software Limited Partnership – whether consolidated or separate).
• 1. At the same time each of the financial statements is submitted for the Borrower to Roynat, a certificate signed by a senior officer of the Borrower, providing confirmation of compliance with the terms and conditions hereof and detailed calculations of all the financial ratios that the Borrower must maintain in compliance with the terms of this

Offer of Finance and any other information that Roynat may reasonably require from time to time.

• 1. At the same time each of the financial statements is submitted for the Borrower to Roynat, a Valuation of Tiny Capital Group is required, in other words, quarterly.
• 1. Any other documents, reports and financial information that Roynat may reasonably require from time to time.

Notwithstanding the preceding, Roynat reserves the right to require in the future that the financial statements of the Borrower submitted to Roynat be audited, if there is a default, and the Borrower undertakes to submit such financial statements to Roynat following a written request to that effect.

The Borrower undertakes to pay to Roynat on demand all the legal and other costs and expenses incurred by Roynat from time to time, including, without limitation, for, (i) the preparation, negotiation, signing and registration of the Financing Documents as well as any amendment or waiver of the terms thereof, (ii) perfecting and keeping perfected any security interests created by any of the Security Documents, (iii) maintaining the intended priority of any security interests created by any of the Security Documents, and (iv) if applicable, for any survey, appraisal and inspection charges concerning the Collateral and the fees and charges for any search regarding the grantor's title, the whole whether or not the Financing Documents are signed by the Borrower or whether an Advance has been made to the Borrower or not. The said legal and other costs payable at the time of the first Advance made hereunder shall be deducted from the first Advance.

This Offer of Finance and the Financing Documents and any other documents relating to the financing described herein may be executed in counterparts and by different parties in different counterparts, all of which when taken together will constitute a single agreement. Subject to applicable conditions precedent, a document will become effective when it has been executed by Roynat (if execution by Roynat is contemplated by the document) and Roynat 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 Roynat may from time to time require delivery of originally executed documents. Roynat 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.

EXPENSES:

COPIES:

ELECTRONIC COMMUNICATION:

DEFINITIONS:

In administering the financing described in this Offer of Finance and in otherwise dealing with any Obligor or officer of an Obligor, Roynat may rely and act on e-mail, telecopier and other electronic communications that it reasonably believes have been sent by or on behalf of the Obligor or officer of the Obligor, but Roynat may from time to time require that communications from any Obligor or officer of an Obligor be in a nonelectronic form specified by Roynat.

In this Offer of Finance, unless otherwise required by context:

• 1. "Debt Service Coverage Ratio" shall mean, with respect to the Person concerned, the ratio obtained by dividing [A] the sum of the net income, deferred income taxes, amortization and depreciation. interest on the term debt and capital leases, non-recurring or extraordinary items as approved by Roynat and gains or losses on disposals of assets less distributions by [B] the sum of the regular payments of principal and interest made or required to be made on the term debt and capital leases, all over the last twelve (12) months.
• $\overline{2}$ "Fair Market Value" shall mean, the fair market value calculated using the methodology and metrics from the KPMG Valuation Report (dated Jan 25, 2022) particular to each Tiny Capital Ltd. investment, but updated for latest income statement data for the last twelve (12) months. While Tiny Capital Ltd. management may lower valuation metrics used by KPMG if they deem appropriate (so as to reduce the fair market value of an investment, all else equal), but may not increase valuation metrics (aside from updating for latest income statement data) without Roynat's prior written consent.
• $3.$ "Funded Debt" shall mean any Debt of the Person for borrowed money which bears interest, whether secured or unsecured. including short-term debt, long-term debt, the current portion of long-term debt, plus the obligations under any capital lease.

Additional defined terms may be found under the heading "Definitions" in the Standard Term and Conditions attached as Appendix A.

This Offer of Finance shall be governed by and interpreted in accordance with the laws of the province of British Columbia and the federal laws of Canada applicable therein (the "Applicable Jurisdiction"). Each of the parties hereby attorns to the exclusive jurisdiction of the courts of the Applicable Jurisdiction.

The Standard Terms and Conditions set out in Appendix A form an integral part of this agreement and contain additional standard terms and conditions including, Representations and Warranties, Covenants and Events of Default and other general conditions.

APPLICABLE LAWS:

STANDARD TERMS AND CONDITIONS:

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