Tiny Ltd. — Capital/Financing Update 2023

Apr 20, 2023

Roynat Inc. 702 Yates St. Victoria, BC V8W 2T2

T 1.604.235.7284 F 1.604.668.2138

July 18, 2022

Confidential

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

Attention: Ampere Chan, CFO

$RE:$ Amendment to Offer of Finance Dated June 30, 2022

Dear Sir:

We refer to the Offer of Finance from Roynat Inc. ("Roynat" or "we") dated June 30, 2022, as has been subsequently amended (the "Offer"), to Tiny Capital Ltd. ("Borrower" or "you"), and the security now held, as subsequently amended, or security which may in the future be held by Roynat from time to time under, pursuant to, or in connection with the Offer (the "Security").

We are pleased to confirm, subject to your acceptance hereunder and subject to confirmation satisfactory to Roynat that changes have been made to the Security as may be considered necessary by Roynat and its legal counsel, that the following amendments to the Offer you have requested will apply, which we reference below:

1. CONDITION PRECEDENT #7

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.

Cash and cash equivalents held for the Threshold Amount will be deposited in a Bank of Nova Scotia account in the name of the Borrower and a Deposit Account Control Agreement (DACA) will be executed by the Borrower satisfactory to Roynat and its Solicitors in support.

[Note to Borrower: Portion above in Bold, Italics is additional to the Mark-up of Tiny Capital (i.e. new wording inserted by Roynat) – it merely details the mechanism for pledging cash in terms of the clause above.]

2. OTHER COVENANTS, subsection A, #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 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 favour of Royal Bank of Canada and (vi) other obligations that Roynat may approve in writing from time to time.

1. OTHER COVENANT, subsection A, #2 is deleted, and section is renumbered accordingly.

4. OTHER COVENANTS, subsection C, now #7 (due to deleted #2 as above)

C. 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 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 $\sim$ $\sim$

a sufficient amount. Such prepayment shall be without penalty and subject to redraw should the covenant (and drawdown test) subsequently be met.

5. FINANCIAL REPORTING, #2

Annual external compiled financial statements of the Borrower, with additional reporting satisfactory to Roynat, no later than 120 days following the end of each fiscal period.

The following changes in the Offer Appendices are accepted:

6. Section III COVENANTS, subsection B. Negative Covenants, #1(b)

B. Negative Covenants

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

7. Section III COVENANTS, subsection B. Negative Covenants, #1(e) is deleted.

Electronic Communication

In administering the financing described in the Offer 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 non-electronic form specified by Roynat.

Except for the specific amendments noted above, all other terms and conditions of the Offer and Security remain as stated or as previously amended. Any legal fees we may incur as a result of the above shall be for your account.

Kindly acknowledge your acceptance of the foregoing by signing and returning a copy of this letter to our office by July 29, 2022 after which date this letter will lapse unless Roynat, in its sole discretion accepts it nonetheless.

This document and any related Security and other related documents may be executed in counterparts and by different parties in different counterparts, all of which when taken together will constitute a single agreement. Delivery of an executed counterpart of a document or a signature page to a document by telecopy or by sending a scanned or other copy by electronic mail

Amending Letter dated July 18, 2022 Tiny Capital Ltd.

or similar means shall be as effective as delivery of an originally executed counterpart. 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. Yours truly,

Roynat Inc.

$\mathbb{R}$

Per:		Name: Andrew WilsonTitle: Senior Associate			Derek StrongRegional Director
Address:Attention:E-mail:		702 Yates St., Victoria, BC V8W 2T2Andrew Wilson
		ACCEPTED this 20th day of July		2022.
Borrower:
	Tiny Capital Ltd.
Per:	Name:Title:	Andrew WilkinsonDirector
Per:	Name:Title:
Address:		c/o 2900 - 550 Burrard St.Vancouver, BC V6C 0A3
Fax:E-mail:		Attention: Ampere Chan, CFO

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