Tiny Ltd. — Capital/Financing Update 2023

Apr 20, 2023

ADDITIONAL COMMITMENT AGREEMENT

National Bank of Canada Corporate Banking Operation 500 Place d'Armes, 21st Floor Montreal, Quebec H2Y 2W3 E-mail: [Redacted]

Attention: DirectOGE Group

Date: November 16, 2022

Ladies and Gentlemen:

Reference is made to the credit agreement dated as of May 20, 2022 (as amended, restated, supplemented or replaced from time to time, the "Credit Agreement", the terms defined therein being used herein as therein defined) among, inter alios, Beam Digital Ltd. (as successor by name change to Meta Holdings Ltd.), as borrower (the "Borrower"), the financial institutions from time to time party thereto, as lenders (the "Lenders"), and National Bank of Canada, as administrative agent (the "Administrative Agent").

1. Each of the undersigned financial institutions (each, an "Additional Lender") hereby severally agrees to provide the Additional Commitment set forth opposite its name on Annex I (for each such Additional Lender, its "Additional Commitment"). Each Additional Commitment provided pursuant to this letter agreement (this "Agreement") shall be subject to all of the terms and conditions set forth in the Credit Agreement, including, without limitation, Section 2.1(2) thereof. Each Additional Lender agrees that, from and after the Effective Date (as defined below), such Additional Lender shall be obligated to make Loans under the Revolving Credit upon the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement.

2. Each party to this Agreement acknowledges and agrees that (i) the Additional Commitments provided pursuant to this Agreement shall constitute (and serve to increase) the Revolving Credit Commitments such that further Revolving Loans become available thereunder upon identical terms and conditions, (ii) with respect to the Additional Commitment provided by any Additional Lender pursuant to this Agreement, such Additional Lender shall receive from the Borrower such up-front, arrangement and/or other fees, if any, as may be separately agreed to in writing by the Borrower, the Administrative Agent and such Additional Lender, all of which fees shall be due and payable to such Additional Lender on the terms and conditions set forth in each such separate agreement, and (iii) from and after the Effective Date, each Additional Lender shall be a Lender under and as defined in the Credit Agreement for the purposes of the Credit Agreement and for all of the Loan Documents and shall be bound by the terms, conditions and covenants and shall be entitled to the benefits thereof as if it were an original Lender and signatory with a Revolving Credit Commitment equal to such Additional Lender's Additional Commitment (plus, if such Additional Lender is already a Lender, such Lender's Revolving Credit Commitment immediately prior to giving effect to the increase thereof pursuant to this Agreement).

3. Each Additional Lender, to the extent not already a party to the Credit Agreement as a Lender thereunder, acknowledges and agrees that (i) it is not a Defaulting Lender, (ii) it has received a copy of the Credit Agreement and the other Loan Documents, (iii) it has, independently and without reliance upon the Administrative Agent or any other Lender and on the basis of such documents and information as it deems appropriate, made its own credit analysis and decision regarding this Agreement and the Credit Agreement, and (iv) except for documents referred to in the preceding clause (ii) (which it has already received) the Administrative Agent shall not have any duty to provide such Additional Lender with any credit or other information concerning the affairs, financial condition or business of the Borrower or any third party, except as specified in the Credit Agreement.

4. The Borrower acknowledges and agrees that (i) it shall be liable for all indebtedness, obligations and other liabilities ("Obligations") with respect to the Additional Commitments provided hereby, including, without limitation, all Loans made pursuant thereto, and (ii) all such Obligations shall be entitled to the benefits of the Security Documents.

5. The Borrower represents and warrants to the Administrative Agent and the Lenders that, except as disclosed to the Administrative Agent:

• (i) no Default or Event of Default has occurred and is continuing and all of the representations and warranties contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the Effective Date as though made on and as of the Effective Date (except where made only as of an earlier date or as disclosed to and accepted by the Lenders prior to the Effective Date); and
• (ii) the Borrower is in pro forma compliance with the financial covenants contained in Section 5.1(12) of the Credit Agreement (assuming the full incurrence of the new Indebtedness in question) as of the Effective Date based on the most recent financial statements of the Borrower provided to the Administrative Agent pursuant to the Credit Agreement.

1. The Borrower wishes to acquire HappyFunCorp, LLC (the "Target") for the aggregate purchase price of up to U.S.$27,000,000 (the "Potential Acquisition"). The Borrower has requested, and the Administrative Agent and the Lenders hereby agree to, the waiver of the application of paragraph (e) of the definition of "Permitted Acquisition" under the Credit Agreement to such Potential Acquisition. Notwithstanding the foregoing, in the event that the Potential Acquisition is not completed on or prior to November 30, 2022, the waiver provided for in this Section 6 will be of no further force or effect. It is agreed that the Target and its subsidiaries (if any) shall each constitute "Material Subsidiaries" regardless of their financial results, such that they shall be subject to the requirements of clause (f)(ii) of the definition of "Permitted Acquisition" in Section 1.1 of the Credit Agreement.

2. Pursuant to Section 5.1(1)(b) of the Credit Agreement, the Borrower is required to deliver, within 45 days after the Fiscal Quarter ending March 31, 2022, such financial reporting as described in such Section 5.1(1)(b) for such Fiscal Quarter. The Borrower has requested, and the Administrative Agent and the Lenders hereby agree to, the waiver of the requirements of Section 5.1(1)(b) in respect of the Fiscal Quarter ending March 31, 2022.

3. Pursuant to Section 5.1(13)(a) of the Credit Agreement, the Borrower is required to, and required to cause each other Credit Party to, on or before the date falling 90 days from the Closing Date, close (i) all bank accounts maintained with any Person other than a Lender, and (ii) all Existing Non-Bank Accounts with Royal Bank of Canada or any Affiliate thereof (collectively, the "External and Non-Bank Accounts"). The Borrower has requested, and the Administrative Agent and the Lenders hereby agree to, an extension of the date on which the Borrower is required to close the External and Non-Bank Accounts to December 31, 2022.

4. Pursuant Section 5.1(8) of the Credit Agreement, the Borrower is required to become the registered owner of all outstanding Equity Securities issued by Z1 Digital Products Studio SL (the "Z1 Digital Requirement") on or prior to December 31, 2022. The Borrower has requested, and the Administrative Agent and the Lenders hereby agree to, an extension of the date on which the Borrower is required to comply with the Z1 Digital Requirement to January 31, 2023.

5. Clause (c) of the definition of "Vendor Earn-Out Debt" in Section 1.1 of the Credit Agreement is hereby amended by deleting the words "and subordinated at any time that a Default or Event of Default has occurred and is continuing". The definition of "Acquisition Cost" in Section 1.1 of the Credit Agreement is amended by deleting the term "Earn-Out Obligations" and replacing it with "Vendor Earn-Out Debt".

6. Section 6.1(16) of the Credit Agreement is amended by adding the words "but subject to the last sentence of Section 5.1(11)(c)" immediately following the words "Prior to an IPO".

12 For certainty, the waivers and extensions set out herein are provided on a one-time basis on the terms set out herein, and no other obligation, requirement or right of the Administrative Agent or the Lenders under the Credit Agreement is being waived or affected and all other terms of the Credit Agreement and all other Loan Documents shall remain in full force and effect except to the extent expressly amended hereby. Each of the Administrative Agent and the Lenders expressly reserves all rights, powers and discretions which it may have under the Credit Agreement or any other Loan Document.

1. The Borrower shall, and shall cause its Subsidiaries to, on or before 30 days from the Effective Date (as defined below), prepare and file such financing change statements and other materials as required to discharge all registrations in favour of JPMorgan Chase Bank, NA, including, without limitation, the registrations described in Annex 2.

2. This Agreement shall be effective on the date (the "Effective Date") on which each of the following conditions has been satisfied:

• (i) payment of all fees required to be paid in connection herewith (including, without limitation, any agreed upon up-front, arrangement and/or other fees, if any, owing to the Additional Lenders and the Administrative Agent (or any affiliate thereof)) or due and owing to the Administrative Agent or the Lenders pursuant to the Credit Agreement;
• (ii) the Administrative Agent shall have received (A) an executed counterpart of this Agreement duly executed by the Borrower prior to the close of business on the Return Date (as defined below), (B) acknowledgements executed by each Guarantor, acknowledging that the Additional Commitments contemplated hereby and all Loans to be incurred pursuant thereto shall be entitled to the benefits of the Security Documents on the same basis as the other Borrowings made pursuant to the Credit Agreement, (C) an opinion or opinions dated as of the Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower and the Guarantors, covering such matters set forth in the opinions of counsel delivered to the Administrative Agent on the Closing Date pursuant to Section 4.1(4) of the Credit Agreement, and such other matters incident to the transactions contemplated hereby as the Administrative Agent may reasonably request, and (D) such other officers' certificates, board of director resolutions and evidence of good standing as the Administrative Agent shall reasonably request.

1. Each Guarantor and Limited Recourse Guarantor acknowledges and irrevocably consents to the terms of this Agreement and the amendments, waivers and extensions effected hereby.

2. Each Guarantor and Limited Recourse Guarantor represents, warrants and confirms to the Administrative Agent for the benefit of each Secured Party that:

• (a) the Security Documents to which such Guarantor and Limited Recourse Guarantor is a party and the security granted thereunder continue in full force and effect in accordance with their terms notwithstanding this Agreement and the amendment to the Credit Agreement effected thereby;
• (b) the secured liabilities described in such Security Documents include indebtedness, liabilities and obligations arising under or in relation to the Credit Agreement as amended by this Agreement, and the security granted thereunder extends thereto; and
• (c) all references to the "Credit Agreement" in such Security Documents shall include, mean and be a reference to the Credit Agreement as amended by this Agreement without any requirement to amend such Security Documents.

1. This Agreement shall be governed by and interpreted and enforced in accordance with the Laws of the Province of Ontario and the Laws of Canada applicable therein.

2. This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

3. This Agreement may be executed in any number of counterparts and delivered by facsimile or pdf formatted attachment to an email and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

4. The Borrower may accept this Agreement by signing in the space provided below and returning an executed counterpart hereof to the Administrative Agent before the close of business on November 16, 2022 (the "Return Date"). If the Borrower does not so accept this Agreement by such time, the Additional Commitments set forth in this Agreement shall be deemed cancelled.

5. After the execution and delivery to the Administrative Agent of a copy of this Agreement (including by way of counterparts and by facsimile or pdf email transmission) fully executed by the parties hereto, this Agreement may only be changed, modified or varied in accordance with the requirements for the modification of Loan Documents pursuant to Section 9.2(2) of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control.

[Remainder of this page left intentionally blank.]

Yours truly,

NATIONAL BANK OF CANADA, as Agent

NATIONAL BANK OF CANADA, as Lender

By:

Name:

Title: Director & Market Lead, BC

Name: Title: [Redacted] Director and Head, Execution

BORROWER:

BEAM DIGITAL LTD.

GUARANTORS:

BEAM DIGITAL LTD.

By: Name: Title:

By:

Name: Title:

METALAB DESIGN LTD.

By:

Name: Title:

By:

Name: Title:

BORROWER:

BEAM DIGITAL LTD.

By:

Name: Title:

By:

Name: Title:

GUARANTORS:

BEAM DIGITAL LTD.

By:

Name: Title:

By:

Name: Title:

METALAB DESIGN LTD.

By:

Name: Title: Andrew Wilkinson Director

By:

Name: Title:

LIMITED RECOURSE GUARANTORS:

WILKINSON VENTURES LTD.

By:

Name: Andrew Wilkinson Title: Director

By:

Name: Title:

1360641 B.C. LTD.

By:

Name: Andrew Wilkinson Title: Director

By:

Name: Title:

CHRISTOPHER JAMES SPARLING

LIMITED RECOURSE GUARANTORS:

WILKINSON VENTURES LTD.

By:

Name: Title:

By:

Name: Title:

1360641 B.C. LTD.

By:

Name: Title:

By:

Name: Title:

CHRISTOPHER JAMES SPARLING

Witness:	Date of Birth:
Witness:	TIMOTHY PATRICK WYNDHAM WILKINSONDate of Birth:

Signature Page to Additional Commitment Agreement (Beam Digital Ltd.)

ANNEX 1

ADDITIONAL COMMITMENT

Lender Additional Commitment

National Bank of Canada Cdn.$10,000,000

ANNEX 2

REGISTRATIONS

JURISDICTION OFREGISTRATION	DEBTOR	SECURED PARTY	REGISTRATIONNUMBER
[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]