EXECUTION VERSION

UNDERWRITING AGREEMENT

April 2, 2025

Tiny Ltd.
Suite 1800 – 510 West Georgia Street
Vancouver, British Columbia
V6B 0M3
Canada

Mr. Jordan Taub
Chief Executive Officer

Canaccord Genuity Corp. (“Canaccord”) and Roth Canada, Inc. (“Roth”, together with Canaccord, the “Co-Lead Underwriters”), Scotia Capital Inc. (“Scotia”), Cormark Securities Inc. (“Cormark”) and Ventum Financial Corp. (“Ventum”, collectively with the Co-Lead Underwriters, Scotia and Cormark, the “Underwriters” and each individually, an “Underwriter”) understand that, subject to the terms and conditions stated herein, Tiny Ltd. (the “Corporation”) proposes to issue and sell to the Underwriters 17,400,000 subscription receipts of the Corporation (the “Purchased Subscription Receipts”) at a purchase price of $1.15 per Purchased Subscription Receipt (the “Purchase Price”). The Purchased Subscription Receipts shall have the material attributes described in and contemplated by the Prospectus (as defined below).

On the basis of the representations, warranties, covenants and agreements contained herein, but subject to the terms and conditions herein set forth, the Underwriters hereby severally (and not jointly or jointly and severally) agree to purchase, in the respective percentages set out in Section 16 of this Agreement from the Corporation, and by its acceptance of this Agreement the Corporation hereby agrees to issue to the Underwriters, all but not less than all of the Purchased Subscription Receipts, at the Purchase Price, for an aggregate purchase price of $20,010,000. The Corporation will use the proceeds from the sale of the Purchased Subscription Receipts to finance, in part, the Acquisition (as defined below).

The Subscription Receipts (as defined below) will be created pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement") to be entered into between the Corporation, the Co-Lead Underwriters (each on their own behalf and on behalf of the other Underwriters) and Computershare Trust Company of Canada, as subscription receipt agent (the "Subscription Receipt Agent"), to be dated as of the Closing Date (as defined below). Each Subscription Receipt will, upon the Acquisition Closing Time (as defined below) and subject to the terms of the Subscription Receipt Agreement and as described in the Prospectus Supplement (as defined below), entitle the holder to receive, among other things, without any further action on the part of such holder and without payment of additional consideration, one Common Share (as defined below) (each, a "Subscription Receipt Underlying Share") and one-half of one share purchase warrant (each whole such warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire, upon the exercise of such Warrant (including payment to the Corporation of the exercise price thereof), one Common Share (each, a "Warrant Share"). The Warrants issued upon conversion of the Subscription Receipts will be created and issued pursuant to the Warrant Indenture (as defined below). To the extent there is any inconsistency between the descriptions of the terms of the Subscription Receipt Agreement or the Warrant Indenture contained in this Agreement or the Prospectus and the Subscription Receipt Agreement or the Warrant Indenture, the terms set forth in the Subscription Receipt Agreement or the Warrant Indenture (as applicable) shall govern.

In addition, by acceptance of this Agreement, the Corporation grants to the Underwriters an option (the "Over-Allotment Option"), to purchase up to 2,610,000 additional subscription receipts of the Corporation (the "Additional Purchased Subscription Receipts", and collectively with the Purchased Subscription Receipts, the "Subscription Receipts") in the aggregate, representing up to 15% of the number of Purchased Subscription Receipts, on the same terms (including the Purchase Price payable to the Corporation per Additional Purchased Subscription Receipt and the Underwriters' Fee (as defined below) payable to the Underwriters per Additional Purchased Subscription Receipt) as the purchase of the Purchased Subscription Receipts. Unless the context otherwise requires, all references to "Subscription Receipts" in this Agreement shall assume the exercise of the Over-Allotment Option and shall include the Purchased Subscription Receipts and the Additional Purchased Subscription Receipts and all references to the Subscription Receipt Underlying Shares, Warrants or Warrant Shares, as applicable, shall assume the exercise of the Over-Allotment Option and shall include the Subscription Receipt Underlying Shares or Warrants, as applicable, issuable upon the exchange of the Additional Purchased Subscription Receipts, the exercise of the Over-Allotment Option or the Exercise of the Warrants issuable on exchange of the Additional Purchased Subscription Receipts, as applicable. The Over-Allotment Option is exercisable from time to time, in whole or in part, at any time until the earlier of (i) up to and including the date that is 30 days following the Closing Date and (ii) the Termination Date (as defined below) (the "Over-Allotment Closing Expiry Date").

If the Underwriters elect to exercise the Over-Allotment Option in whole or in part, the Co-Lead Underwriters shall notify the Corporation in writing not later than two Business Days prior to the Over-Allotment Closing Time (as defined below), which notice shall specify the aggregate number of Additional Purchased Subscription Receipts to be purchased by the Underwriters and the date on which such Additional Purchased Subscription Receipts are to be purchased. The Purchased Subscription Receipts, the Additional Purchased Subscription Receipts, the Subscription Receipt Underlying Shares and, in lieu of the Additional Purchased Subscription Receipts in the circumstances contemplated herein, the Additional Underlying Shares and Additional Warrants (each as defined below) are collectively referred to as the "Offered Securities". If the Over-Allotment Option is exercised in whole or in part following the Acquisition Closing Time, such number of Subscription Receipt Underlying Shares (the "Additional Underlying Shares") and Warrants (the "Additional Warrants") as would have been issued on exchange of the Additional Purchased Subscription Receipts that would have been issued had the Over-Allotment Option been exercised prior to the Acquisition Closing Time will be issued at the Purchase Price in lieu of such Additional Purchased Subscription Receipts. Additional Purchased Subscription Receipts may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Purchased Subscription Receipts, if any, and for consequent market stabilization. If any Additional Purchased Subscription Receipts are purchased, each Underwriter agrees, severally (and not jointly or jointly and severally), to purchase that number of Additional Purchased Subscription Receipts (subject to such adjustments to eliminate fractional shares as the Co-Lead Underwriters may determine) equal to the total number of Additional Purchased Subscription Receipts to be purchased multiplied by the percentage set out in Section 16 opposite the name of such Underwriter.

The Underwriters propose to distribute the Offered Securities in each of the Qualifying Jurisdictions (as defined below) pursuant to the Prospectus and to resell such Offered Securities in the United States to Qualified Institutional Buyers (as defined below) in accordance with Rule 144A (as defined below) or Rule 506(b) (as defined below).

The Offered Securities will not be registered under the U.S. Securities Act (as defined below) or the securities laws of any state of the United States and, as contemplated by the U.S.

Placement Memorandum (as defined below) and Schedule "B" hereto, will be offered and sold (i) only within the United States exclusively by the Underwriters, entirely through their U.S. registered broker-dealer affiliates, to Qualified Institutional Buyers in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by such Rule 144A and in reliance on exemptions under applicable state securities laws, or to U.S. Accredited Investors (as defined below) in accordance with Rule 506(b), or (ii) offered and sold by the Underwriters outside the United States in compliance with Rule 903 of Regulation S under the U.S. Securities Act. All such actions will be undertaken in the manner expressly contemplated by this Agreement, including Schedule "B" to this Agreement.

In consideration of the agreement by the Underwriters to purchase the Offered Securities and to offer them to the public, the Corporation agrees to pay to the Underwriters an underwriting fee (the "Underwriters' Fee") equal to 5.5% of the gross proceeds from the sale of Offered Securities. Canaccord and Roth shall collectively be entitled to receive, out of the Underwriters' Fee, a work fee equal to 5.0% of the aggregate Underwriters' Fee. The work fee will be allocated 53% to Canaccord and 47% to Roth.

The Underwriters' Fee will be payable as follows: (a) at the Closing Time, 50% of the Underwriters' Fee relating to the Purchased Subscription Receipts and, at the Over-Allotment Closing Time, 50% of the Underwriters' Fee relating to the Additional Purchased Subscription Receipts (the "Non-Escrowed Underwriters' Fee") and (b) upon satisfaction of the Escrow Release Conditions (as defined below), 50% of the Underwriters' Fee relating to the Offered Securities, as applicable (the "Escrowed Underwriters' Fee"). If the Acquisition is not completed and the funds held by the Subscription Receipt Agent are returned to the holders of the Subscription Receipts, the Underwriters' Fee under this Agreement shall consist solely of the Non-Escrowed Underwriters' Fee. The Escrowed Underwriters' Fee, if applicable, shall be paid out of the funds held by the Subscription Receipt Agent pursuant to the terms of the Subscription Receipt Agreement. The funds held in escrow by the Subscription Receipt Agent, together with all interest and other income earned thereon, are referred to herein as the "Escrowed Funds".

If a Termination Event occurs, holders of Subscription Receipts shall, commencing on the second Business Day following the occurrence of the Termination Event, be entitled to receive from the Subscription Receipt Agent an amount equal to the purchase price per Subscription Receipt multiplied by the number of Subscription Receipts held by such holder plus their pro rata share of the Earned Interest (as defined below) less any applicable withholding taxes thereon. To the extent the Escrowed Funds are not sufficient to satisfy amounts owing to holders of Subscription Receipts referred to in the preceding sentence following a Termination Event, the Corporation will contribute such amounts necessary to satisfy a shortfall.

Terms and Conditions

The following are additional terms and conditions of this Agreement among the Corporation and the Underwriters.

Section 1 Definitions.

(1) Where used in this Agreement, or in any amendment to this Agreement, the following terms will have the following meanings, respectively:

"Acquisition" means the indirect acquisition by the Corporation of 66% of the fully diluted issued and outstanding securities in the capital of Serato pursuant to and in accordance with the terms of the Acquisition Agreement;

"Acquisition Agreement" means the agreement for sale and purchase of shares in relation to Serato dated as of March 31, 2025 among the Corporation, certain shareholders of Serato and Spin Acquisition Limited, pursuant to which the Corporation agreed to indirectly acquire 66% of the fully diluted issued and outstanding securities in the capital of Serato, as the same may be amended after the date hereof with the approval of the Co-Lead Underwriters, on behalf of the Underwriters, to the extent such approval is required as provided herein;

"Acquisition Closing Date" means the date upon which the Corporation completes the Acquisition, but which shall occur no later than the Acquisition Outside Date;

"Acquisition Closing Time" means the time on the Acquisition Closing Date on which the Acquisition is completed;

"Acquisition Outside Date" means 5:00 p.m. (Toronto time) on July 8, 2025;

"Additional Purchased Subscription Receipts" has the meaning given to that term above;

"Additional Underlying Shares" has the meaning given to that term above;

"affiliate" means an affiliate as defined in National Instrument 45-106 – Prospectus Exemptions;

"Agreement" means this underwriting agreement;

"Anti-Money Laundering Laws" has the meaning given to that term in Section 8(eee) of this Agreement;

"Beam Credit Agreement" means the revolving credit facility between Beam Digital Ltd. (formerly Meta Holdings Ltd.), as borrower, National Bank of Canada, as administrative agent, the lenders from time to time party thereto, as lenders, as amended by a letter agreement dated as of November 15, 2022, an amending agreement no. 1 dated as of June 30, 2023, an amending agreement no. 2 dated as of August 31, 2023, an amending agreement no. 3 dated as of December 29, 2023, an amending agreement no. 4 dated as of March 28, 2024, an amending agreement no. 5 dated as of June 28, 2024 and an amending agreement no. 6 dated as of August 26, 2024, providing for a revolving credit commitment originally in the amount of $70,000,000, reducing to $64,000,000 between January 1, 2025 and March 31, 2025, $61,000,000 between April 1, 2025 and June 30, 2025, and $58,000,000 as of July 1, 2025 and thereafter as amended, supplemented, restated or otherwise modified from time to time;

"Business Day" means a day which is not a Saturday, a Sunday or a day on which Canadian chartered banks are not open for business in Vancouver, British Columbia;

"Canaccord" has the meaning given to that term above;

"Canadian Securities Laws" means, collectively, the applicable securities laws of each of the Qualifying Jurisdictions including the respective regulations and rules made under those securities laws together with all applicable published national and local instruments, policy statements, notices, blanket orders and rulings of the Securities Commissions and all discretionary orders or rulings, if any, of the Securities Commissions;

"CDS" has the meaning given to that term in Section 12(1)(a) of this Agreement;

"CFPOA" has the meaning given to that term in Section 8(ddd) of this Agreement;

"Claim" has the meaning given to that term in Section 14(3) of this Agreement;

"Closing" means the completion of the issue and sale by the Corporation and the purchase by the Underwriters of the Purchased Subscription Receipts or the Additional Purchased Subscription Receipts, pursuant to this Agreement, as the context requires;

"Closing Date" means April 9, 2025 or any earlier or later date as may be agreed to in writing by the Corporation and the Co-Lead Underwriters on behalf of the Underwriters, each acting reasonably, provided such date is no later than April 16, 2025;

"Closing Time" means 8:00 a.m. (Toronto time) on the Closing Date, or any other time on the Closing Date as may be agreed to by the Corporation and the Co-Lead Underwriters on behalf of the Underwriters;

"Co-Lead Underwriters" has the meaning given to that term above;

"Common Shares" means the Class A common shares in the capital of the Corporation;

"Communication" has the meaning given to that term in Section 20(1) of this Agreement;

"comparables" has the meaning given to it Part 13 of NI 41-101;

"Constating Documents" mean the constating documents of an entity, including any notice of articles, articles, by-laws and other formation documents of such entity;

"Continuing Underwriters" has the meaning given to that term in Section 16(2) of this Agreement;

"Convertible Notes Financing" means the proposed private placement of up to $34.6 million aggregate principal amount of secured convertible notes of the Corporation pursuant to an agency agreement to be entered into between the Corporation, Canaccord and Roth and subscription agreements between the Corporation and the subscribers therefor;

"Corporation" has the meaning given to that term above;

"Corporation Financial Information" means (a) the audited financial statements of the Corporation as at and for the years ended December 31, 2023 and 2022, together with the notes thereto and the independent auditors' report thereon, (b) the interim condensed consolidated financial statements of the Corporation as at and for the three and nine

month periods ended September 30, 2024 and 2023, and (c) each corresponding management's discussion and analysis;

"Credit Agreements" means, collectively, the Beam Credit Agreement, the WeCommerce Credit Agreement, the Dribbble Credit Agreement and the Tiny Credit Agreement;

"Credit Documents" means each of the Credit Agreements and each of the loan and security agreements and other documents entered into or granted in respect thereof;

"Defaulted Subscription Receipts" has the meaning given to that term in Section 16 of this Agreement;

"Disqualification Event" means any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D;

"Distribution" has the meaning given to that term under Canadian Securities Laws;

"Dribbble Credit Agreement" means the commitment letter from The Bank of Nova Scotia to Dribbble Holdings Ltd., dated August 16, 2022, providing for a revolving term credit in the amount of up to US$25,000,000 and an operating in the amount of up to US$1,500,000, as amended, supplemented, restated or otherwise modified from time to time;

"Earned Interest" means interest or other income earned on the investment of the Escrowed Funds from and including the Closing Date to but excluding the date on which the earlier of the following occurs: (i) the satisfaction of the Escrow Release Conditions and (ii) a Termination Event;

"Employee Plans" has the meaning given to that term in Section 8(uu);

"Engagement Letter" has the meaning given to that term in Section 15 of this Agreement;

"Environmental Laws" has the meaning given to that term in Section 8(ccc) of this Agreement;

"Escrow Release Conditions" means the escrow release conditions under the Subscription Receipt Agreement;

"Escrowed Funds" has the meaning given to that term above;

"Escrowed Underwriters' Fee" has the meaning given to that term above;

"FCPA" has the meaning given to that term in Section 8(ddd) of this Agreement;

"Final Base Shelf Prospectus" means the (final) short form base shelf prospectus of the Corporation, including all documents incorporated by reference therein dated September 29, 2023 and filed with the Securities Commissions in the English language, and subsequently translated to the French language and to be filed with the Securities Commissions in connection with the Offering;

"Final Receipt" means the receipt issued by the British Columbia Securities Commission in respect of the Final Base Shelf Prospectus, in its capacity as principal regulator under

the Passport System, evidencing that a receipt of the Securities Commissions in each of the Qualifying Jurisdictions has been issued, or has been deemed to have been issued, in respect of the Final Base Shelf Prospectus;

"Governmental Body" means any (i) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision, agent, commission, board or authority of any of the foregoing, or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, and any stock exchange or self-regulatory authority and, for greater certainty, includes the Securities Commissions and the TSXV;

"Hazardous Materials" has the meaning given to that term in Section 8(ccc) of this Agreement;

"IFRS" means International Financial Reporting Standards, as issued by the International Accounting Standards Board;

"Indemnified Party" has the meaning given to that term in Section 14 of this Agreement;

"Intellectual Property" has the meaning given to that term in Section 8(hhh) of this Agreement;

"IT Systems" has the meaning given to that term in Section 8(iii) of this Agreement;

"Laws" means Canadian Securities Laws and all statutes, regulations, statutory rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or license, or any judgement, order, decision, ruling or award and terms and conditions of any grant of approval, permission, authority or license of any Governmental Body, and the term "applicable" with respect to such Laws apply to such persons or its or their business, undertaking, property or securities and emanate from a Governmental Body having jurisdiction over the person or persons or its or their business, undertaking, property or securities;

"Legal Proceedings" has the meaning given to that term in Section 8(x) of this Agreement;

"Lien" means any mortgage, charge, pledge, hypothec, claim, security interest, assignment, lien (statutory or otherwise), title retention agreement or other encumbrance of any nature, including any arrangement or condition which, in substance, secures payment or performance of an obligation;

"marketing materials" has the meaning given to that term under NI 41-101;

"Marketing Materials" means, collectively, the investor presentation dated March 31, 2025 entitled "Acquisition of a Majority Interest in Serato" and the term sheet dated March 31, 2025;

"Material Adverse Effect" or "Material Adverse Change" means any fact, effect, change, event or occurrence that: (i) has, or would reasonably be expected to have, a

materially adverse effect on the results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), cash flows, business or operations of the Corporation and its Subsidiaries, taken as a whole, and as a going concern, or (ii) would result in any Offering Document containing a misrepresentation to the extent not superseded by a subsequent Offering Document;

"material change" has the meaning ascribed thereto under the Securities Act (British Columbia);

"material fact" has the meaning ascribed thereto under the Securities Act (British Columbia);

"Material Subsidiaries" means Beam Digital Ltd., Dribbble Holdings Ltd., WeCommerce Holdings LP and WeCommerce Holdings GP Inc.;

"misrepresentation" has the meaning ascribed thereto under the Securities Act (British Columbia);

"NI 41-101" means National Instrument 41-101 – General Prospectus Requirements;

"NI 44-102" means National Instrument 44-102 – Shelf Distributions;

"Non-Escrowed Underwriters' Fee" has the meaning given to that term above;

"OFAC" has the meaning given to that term in Section 8(fff) of this Agreement;

"Offered Securities" has the meaning given to that term above;

"Offering" means the Distribution of the Purchased Subscription Receipts and the Additional Purchased Subscription Receipts, in each case pursuant to this Agreement and as contemplated by the Prospectus;

"Offering Documents" means the Prospectus, the U.S. Placement Memorandum, the Marketing Materials and any Supplementary Material;

"Over-Allotment Closing Date" means the date, as set out in the Over-Allotment Option notice delivered to the Corporation in accordance with this Agreement, or such other date as the Co-Lead Underwriters, on behalf of the Underwriters, and the Corporation may agree upon in writing, provided that in no event shall the Over-Allotment Closing Date occur later than two Business Days following the Over-Allotment Closing Expiry Date;

"Over-Allotment Closing Expiry Date" has the meaning given to that term above;

"Over-Allotment Closing Time" means 8:00 a.m. (Toronto time) on the Over-Allotment Closing Date.

"Over-Allotment Option" has the meaning given to that term above;

"Passport System" means the passport system procedures provided for under Multilateral Instrument 11-102 – Passport System and National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions;

"Permits" has the meaning given to that term in Section 8(dd) of this Agreement;

"Permitted Liens" means (i) inchoate statutory Liens for taxes and other governmental charges and assessments not yet due or delinquent or being contested in good faith by appropriate proceedings and for which the relevant Governmental Body is not entitled to take collections action, (ii) Liens imposed by Law and incurred in the ordinary course for obligations not yet due or delinquent, (iii) Liens in respect of pledges or deposits under workers' compensation, social security or similar Laws, other than with respect to any amounts which are due or delinquent, unless such amounts are being contested in good faith by appropriate proceedings, (iv) Liens for indebtedness arising in the ordinary course of business which is incurred to pay all or part of the purchase price of any personal or movable property, and (v) Liens described in, or pursuant to indebtedness described in, the Offering Documents.

"person" includes any individual, general partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, joint stock company, association, trust, trust company, bank, pension fund, trustee, executor, administrator or other legal personal representative, regulatory body or agency, Governmental Body or other organization or entity, whether or not a legal entity, however designated or constituted;

"Personal Data" has the meaning given to that term in Section 8(iii) of this Agreement;

"Preliminary Base Shelf Prospectus" means the preliminary short form base shelf prospectus of the Corporation, including all documents incorporated by reference therein dated August 24, 2023 filed with the Securities Commissions in the English language;

"Preliminary Receipt" means the receipt issued by the British Columbia Securities Commission in respect of the Preliminary Base Shelf Prospectus, in its capacity as principal regulator under the Passport System, evidencing that a receipt of the Securities Commissions in each of the Qualifying Jurisdictions has been issued, or has been deemed to have been issued, in respect of the Preliminary Base Shelf Prospectus;

"Proceedings" has the meaning given to that term in Section 8(gg) of this Agreement;

"Prospectus" means, collectively, the Final Base Shelf Prospectus, the Prospectus Supplement and any Prospectus Amendment;

"Prospectus Amendment" means any amendment or supplement to the Final Base Shelf Prospectus or the Prospectus Supplement, and any ancillary materials (including Marketing Materials and other marketing materials (including any template version or limited use version thereof) in both the English and French languages unless the context indicates otherwise, approved in accordance with Section 9 hereof and provided to a potential investor in connection with the Distribution of the Offered Securities)) that may be filed by or on behalf of the Corporation relating to the qualification for Distribution of the Offered Securities under Canadian Securities Laws;

"Prospectus Supplement" means the prospectus supplement to the Final Base Shelf Prospectus (in both the English and French languages unless the context indicates otherwise), to be dated on or about April 2, 2025, and to be filed with the Securities

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Commissions, relating to the distribution of the Offered Securities, including for greater certainty the documents included or incorporated by reference therein;

"Purchase Price" has the meaning given to that term above;

"Purchased Subscription Receipts" has the meaning given to that term above;

"Qualified Institutional Buyer" means a "qualified institutional buyer" as that term is defined in Rule 144A;

"Qualifying Jurisdictions" means all of the provinces of Canada;

"Regulation D Underwriter" has the meaning given to that term in Schedule "B";

"Regulation D Underwriter Covered Person" has the meaning given to that term in Schedule "B";

"Refusing Underwriter" has the meaning given to that term in Section 16 of this Agreement;

"Roth" has the meaning given to that term above;

"Rule 144A" means Rule 144A adopted by the SEC pursuant to the U.S. Securities Act;

"Rule 506(b)" means Rule 506(b) adopted by the SEC pursuant to Regulation D under the U.S. Securities Act;

"SEC" means the United States Securities and Exchange Commission;

"Securities Commission" means the applicable securities commission or securities regulatory authority in each of the Qualifying Jurisdictions;

"SEDAR+" means the System for Electronic Data Analysis and Retrieval+ of the Canadian Securities Administrators;

"Selling Firms" means the Underwriters together with such other investment dealers and brokers through which the Underwriters may sell Offered Securities to the public under the terms of this Agreement;

"Serato" means Serato Audio Research Limited;

"standard term sheet" has the meaning given to that term under NI 41-101;

"Subscription Receipt Agent" has the meaning given to that term above;

"Subscription Receipt Agreement" has the meaning given to that term above;

"Subscription Receipt Underlying Share" has the meaning given to that term above;

"Subscription Receipts" has the meaning given to that term above;

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"Subsidiary" means a subsidiary as defined in Section 1.1 of National Instrument 45-106 – Prospectus Exemptions, and "Subsidiaries" means more than one such Subsidiary;

"Supplementary Material" means, collectively, any Prospectus Amendment (including the Marketing Materials incorporated by reference therein) and/or the U.S. Placement Memorandum required to be prepared and/or filed by the Corporation under Canadian Securities Laws or U.S. Securities Laws, as the case may be;

"template version" has the meaning given to that term in NI 41-101;

"Termination Date" means the date on which the Termination Event occurs;

"Termination Event" means the earliest to occur of any of: (i) the failure to satisfy (or to be deemed to have satisfied) the Escrow Release Conditions on or prior to the Acquisition Outside Date, as such date may be extended upon written agreement by the Corporation and the Co-Lead Underwriters in connection with the Offering and upon written notice of such extension being provided to the Subscription Receipt Agent under the Subscription Receipt Agreement or (ii) the Corporation delivering to the Co-Lead Underwriters, on behalf of the underwriters, a notice, executed by the Corporation, declaring that the Acquisition has been terminated or that the Corporation will not be proceeding with the Acquisition;

"Tiny Credit Agreement" means the Offer of Finance from Roynat Inc. to Tiny Ltd., dated August 10, 2023, as amended by an amendment letter on October 3, 2023 and a renewal letter dated June 27, 2024, providing for a revolving term loan in the amount of up to $25,000,000, as amended, supplemented, restated or otherwise modified from time to time;

"Transfer Agent" means Computershare Investor Services Inc., at its principal offices in Vancouver, British Columbia;

"TSXV" means the TSX Venture Exchange;

"U.S. Accredited Investor" means an "accredited investor" as defined in Rule 501(a) of Regulation D of the U.S. Securities Act;

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended, including the rules and regulations thereunder;

"U.S. Person" means a "U.S. Person" as that term is defined in Rule 902 of Regulation S adopted by the U.S. Securities Exchange Commission pursuant to the U.S. Securities Act;

"U.S. Placement Memorandum" means the U.S. private placement memorandum and any amendment thereto used to make offers and sales of the Offered Securities in the United States to (i) Qualified Institutional Buyers pursuant to Rule 144A and (ii) U.S. Accredited Investors pursuant to Rule 506(b);

"U.S. Securities Act" means the United States Securities Act of 1933, as amended, including the rules and regulations thereunder;

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"U.S. Securities Laws" means all applicable securities legislation in the United States, including, the U.S. Securities Act and the U.S. Exchange Act;

"Underwriters" has the meaning given to that term above;

"Underwriters' Fee" has the meaning given to that term above;

"United States" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

"Warrant" has the meaning given to it above;

"Warrant Agent" means Computershare Trust Company of Canada;

"Warrant Indenture" means the warrant indenture to be entered into between the Corporation, the Co-Lead Underwriters (on behalf of themselves and on behalf of the other Underwriters) and the Warrant Agent, to be dated as of the Closing Date;

"Warrant Share" has the meaning given to it above; and

"WeCommerce Credit Agreement" means the amended and restated credit agreement dated as of April 17, 2023 between WeCommerce Holdings Limited Partnership, as borrower, the loan guarantors and lenders party thereto, and JPMorgan Chase Bank, N.A., Toronto Branch, as administrative agent, as amended by a first amendment to credit agreement and consent dated as of June 27, 2024, and as supplemented by a joinder agreement dated June 27, 2024 in respect of Clean Canvas Limited entered into on April 17, 2023 and as amended on June 27, 2024, providing for a US$20,000,000 revolving commitment with a US$5,000,000 swingline sublimit and a US$27,250,000, as amended, supplemented, restated or otherwise modified from time to time, term loan.

(2) Capitalized terms used but not defined in this Agreement have the meanings given to them in the Prospectus or any Prospectus Amendment.

(3) Any reference in this Agreement to a section, paragraph, subsection, subparagraph, clause or subclause is to a section, paragraph, subsection, subparagraph, clause or subclause of this Agreement, unless the context requires otherwise.

(4) All words and personal pronouns relating to those words will be read and construed as the number and gender of the party or parties referred to in each case required and the verb will be construed as agreeing with the required word and/or pronoun.

(5) The words "Agreement", "hereunder", "hereof", and similar phrases mean and refer to this underwriting agreement.

(6) In this Agreement, unless otherwise specified, all references to money amounts are to Canadian currency.

(7) The schedules to this Agreement are incorporated by reference in, and form an integral part of, this Agreement for all purposes of it.

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Section 2 Qualification of the Offered Securities.

(1) The Corporation shall fulfill and comply with, to the satisfaction of the Underwriters, acting reasonably, all requirements of applicable Canadian Securities Laws to be fulfilled or complied with by it to qualify the Distribution of the Offered Securities in the Qualifying Jurisdictions by or through the Underwriters and other properly registered Selling Firms who have complied with the relevant provisions of Canadian Securities Laws. The Corporation represents and warrants to the Underwriters that the Corporation has prepared and filed each of the Preliminary Base Shelf Prospectus and Final Base Shelf Prospectus with the Securities Commissions and has obtained the Preliminary Base Shelf Receipt and Final Base Shelf Receipt evidencing the issuance by the Securities Commissions of a receipt for each of the Preliminary Base Shelf Prospectus and the Final Base Shelf Prospectus. The Corporation also represents and warrants to the Underwriters that the Corporation has filed the Marketing Materials with the Securities Commissions as required under Canadian Securities Laws.

(2) In accordance with Section 10(1)(a), the Corporation covenants that it shall, as soon as reasonably possible following execution of this Agreement and in any event on or prior to April 2, 2025, prepare and file with the Securities Commissions a Prospectus Supplement in a form approved by the Underwriters, acting reasonably. The Corporation shall promptly fulfill and comply with, to the satisfaction of the Underwriters, acting reasonably, all legal requirements required to be fulfilled and complied by it to enable the Offered Securities to be lawfully Distributed in the Qualifying Jurisdictions through the Underwriters and other properly registered Selling Firms who have complied with the relevant provisions of Canadian Securities Laws. The Corporation shall co-operate with the Underwriters to allow and assist the Underwriters to participate in the preparation of the Prospectus Supplement and any Prospectus Amendment and to conduct all due diligence investigations which any of the Underwriters reasonably require in order to (i) fulfill their obligations as Underwriters under Canadian Securities Laws and, to the extent applicable, U.S. Securities Laws and (ii) enable the Underwriters to responsibly execute the certificate contained in the Prospectus Supplement required to be executed by them. Following the filing of the Prospectus Supplement up to the later of the Closing Date and the date of completion of the Distribution of the Offered Securities, the Corporation shall allow each of the Underwriters to conduct any due diligence investigations which such Underwriter reasonably requires to confirm as at any date that it continues to have reasonable grounds for the belief that the Prospectus does not contain a misrepresentation. During such period, the Corporation will make available its directors, officers and auditors to the Underwriters and to participate in one or more due diligence sessions to be held prior to the Closing Time.

(3) The Corporation shall, as soon as possible and in any event by the Closing Time, fulfill and comply with, to the satisfaction of the Underwriters, acting reasonably, all legal requirements to be fulfilled and complied by it to enable the Offered Securities to be lawfully offered for sale and sold in the United States in accordance with Schedule "B" hereto.

(4) The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Offered Securities in a manner that complies at all times with all applicable laws and regulations (including Rule 144A and Rule 506(b)) in each jurisdiction into and from which they may offer to sell the Offered Securities or distribute the Prospectus or the U.S. Placement Memorandum in connection with the distribution of the Offered Securities, and

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will not, directly or indirectly, offer, sell, transfer or deliver any Offered Securities or deliver the Prospectus or the U.S. Placement Memorandum, directly or indirectly, to any person in any jurisdiction other than in the Qualifying Jurisdictions and, in the case of the U.S. Placement Memorandum, the United States, except and solely in a manner which will not require the Corporation to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the applicable securities laws of such other jurisdictions or would otherwise require the Corporation to appoint an agent for service in such other jurisdiction.

Section 3 Access and Delivery of Documents.

(1) On or prior to the time of filing of the Prospectus Supplement, the Corporation shall (i) issue and file a press release in accordance with Part 2A of NI 41-101 in order to satisfy the requirements under Canadian Securities Laws to deliver, send and/or provide access to, in accordance with the procedures therein, the Prospectus and (ii) deliver to the Underwriters (except to the extent such documents have been previously delivered to the Underwriters or are available on SEDAR+):

(a) a copy of the Prospectus Supplement and the Final Base Shelf Prospectus, in the English language and the French language, signed and certified as required by the Laws applicable in the Qualifying Jurisdictions;

(b) a copy of the U.S. Placement Memorandum prepared as contemplated in Schedule "B" hereto;

(c) an opinion of Norton Rose Fulbright Canada LLP, dated the date of the Prospectus Supplement, addressed to the Underwriters and their counsel, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, to the effect that the French language version of the Prospectus, except for the Corporation Financial Information as to which no opinion need be expressed by such counsel, is, in all material respects, a complete and proper translation of the English language version thereof;

(d) a copy of all other documents and certificates that were required to be filed by the Corporation under Canadian Securities Laws, including without limitation, the Marketing Materials, any marketing materials and template versions thereof;

(e) a "long form" comfort letter of its auditors, KPMG LLP, dated the date of the Prospectus Supplement, addressed to the Underwriters and the board of directors of the Corporation, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, verifying certain financial and accounting information relating to the Corporation and other numerical data in the Marketing Materials and the Prospectus Supplement, which comfort letter shall be based on a review by the auditors having a cut-off date of not more than two Business Days prior to the date of such comfort letter and shall be in addition to the auditors' reports contained in the Prospectus Supplement and the auditors' consent letter addressed to the Securities Commissions;

(f) an opinion of its auditors, KPMG LLP, dated the date of the Prospectus Supplement, addressed to the Underwriters and their counsel, and the Corporation and their counsel, in form and substance satisfactory to the Underwriters and their

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counsel, acting reasonably, to the effect that the French language versions of the Corporation Financial Information included in the Prospectus is, in all material respects, a complete and proper translation of the English language version thereof;

(g) a certificate of the chief financial officer of Serato, dated the date of the Prospectus Supplement and addressed to the Underwriters, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, as to certain financial and accounting information relating to Serato and other numerical data in or incorporated by reference in the Prospectus Supplement;

(h) evidence satisfactory to the Underwriters and their counsel, acting reasonably, that the Corporation has received all necessary corporate, shareholder and other third-party approvals to effect the Offering at or prior to the Closing Time; and

(i) a letter from the TSXV advising the Corporation that conditional acceptance of the listing of the Offered Securities has been granted by the TSXV, subject to the satisfaction of certain usual conditions set out therein.

(2) The Corporation shall also deliver to the Underwriters promptly after the filing of the Prospectus Supplement in the Qualifying Jurisdictions, but in any event prior to the Closing Time, a copy of all such documents and certificates that are required to be filed by the Corporation in connection with the Prospectus Supplement under Canadian Securities Laws.

Section 4 Prospectus Amendments and other Supplementary Materials.

(1) Subject to compliance with Section 7, in the event that the Corporation is required by Canadian Securities Laws to prepare and file any Prospectus Amendment, the Corporation shall promptly deliver to the Underwriters duly signed copies of any Prospectus Amendment and any other document required to be filed under Section 7(2). The Prospectus Amendment shall be in form and substance satisfactory to the Underwriters, acting reasonably. Concurrently with the delivery of any Prospectus Amendment, the Corporation shall deliver to the Underwriters with respect to such Prospectus Amendment, letters and opinions similar to those referred to in Section 3(1)(c) through Section 3(1)(i).

(2) Subject to compliance with Section 7, in the event that the Corporation is required by Canadian Securities Laws or U.S. Securities Laws, as the case may be, to prepare and file any Supplementary Material other than a Prospectus Amendment, the Corporation shall promptly deliver to the Underwriters such Supplementary Material. Such Supplementary Material shall be in form and substance satisfactory to the Underwriters, acting reasonably.

Section 5 Delivery Constitutes Representation and Consent.

Delivery of the Prospectus, the U.S. Placement Memorandum and any other Supplementary Material shall constitute, at the respective times of delivery, a representation and warranty by the Corporation to the Underwriters that: (1) all information and statements (except information and statements relating solely to the Underwriters furnished to the Corporation by the Underwriters in writing specifically for use therein) contained in the Prospectus, the U.S.

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Placement Memorandum and any other Supplementary Material are true and correct in all material respects and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Offered Securities as required by Canadian Securities Laws (except facts or information provided in writing by, and relating solely to, the Underwriters); and (2) and that the Prospectus and any Prospectus Amendment comply in all material respects with Canadian Securities Laws and that the use of the U.S. Placement Memorandum in connection with the transactions contemplated in the attached Schedule "B" complies in all material respects with U.S. Securities Laws. Such delivery shall also constitute the consent of the Corporation to the use of the Prospectus and any other Supplementary Material by the Underwriters and the Selling Firms for the Distribution of the Offered Securities in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and to the use of the U.S. Placement Memorandum and any other Supplementary Material by the U.S. broker-dealer affiliates of the Underwriters and the Selling Firms for the offering and sale of the Offered Securities by them in the United States, but in each case, in accordance with Schedule "B" hereto.

Section 6 Commercial Copies.

Each of the Corporation and the Underwriters shall satisfy any request for electronic or paper copies of the Prospectus and any Prospectus Amendment in accordance with the requirements of NI 41-101, without charge.

Section 7 Material Change.

(1) Commencing on the date hereof and until the completion of the Distribution of the Offered Securities, the Corporation shall promptly notify the Underwriters in writing as soon as reasonably practicable of:

(a) any material change (actual, anticipated, contemplated, proposed or threatened, financial or otherwise) or development that would be likely to result in a material change in the results of operations, financial condition, business, affairs, assets, properties, capital, liabilities (contingent or otherwise), cash flows, income or business operations of the Corporation and its Subsidiaries, taken as a whole;

(b) any change in any material fact (which shall include the disclosure of any previously undisclosed material fact) contained in the Prospectus, the U.S. Placement Memorandum or any other Supplementary Material; or

(c) any material fact which has arisen or that the Corporation has become aware of or discovered and that would have been required to be disclosed in the Prospectus, the U.S. Placement Memorandum or any other Supplementary Material had the Corporation been aware of its existence on or prior to the date of such document,

which is, or may be, of such a nature as to render the Prospectus, the U.S. Placement Memorandum or any other Supplementary Material misleading or untrue or would result in a misrepresentation therein or would result in the Prospectus, the U.S. Placement Memorandum or any other Supplementary Material not complying (to the extent such compliance is required) with Canadian Securities Laws or U.S. Securities Laws.

(2) The Corporation will promptly (and in any event within any applicable time limitation) comply with all legal requirements under Canadian Securities Laws and U.S. Securities

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Laws required as a result of an event described in Section 7(1) in order to continue to qualify the Distribution of the Offered Securities in each of the Qualifying Jurisdictions and to permit the offer and re-sale of the Offered Securities in the United States pursuant to this Agreement, including the prospectus amendment provisions of Canadian Securities Laws, and the Corporation will prepare and file to the satisfaction of the Underwriters, acting reasonably, any necessary or advisable Supplementary Material.

(3) In addition to the provisions of Section 7(1) and Section 7(2), the Corporation will, in good faith, discuss with the Underwriters any change, event or fact contemplated in Section 7(1) which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under Section 7(1) and will consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Corporation, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by the Underwriters and their counsel, which approval shall not be withheld unreasonably. The Corporation shall also co-operate with the Underwriters to allow and assist the Underwriters to participate in the preparation of any Supplementary Material and to conduct all reasonable due diligence investigations during the period of Distribution which any of the Underwriters reasonably require in order to (i) fulfill their obligations as Underwriters under Canadian Securities Laws and, to the extent applicable, U.S. Securities Laws and (ii) enable the Underwriters to responsibly execute any certificate related to such Supplementary Material required to be executed by them and complete the Offering.

(4) Commencing on the date hereof and until the completion of the Distribution, the Corporation shall promptly notify the Underwriters in writing of any of the following:

(a) the time when any Prospectus Amendment has been filed;

(b) any request by any Securities Commission that the Corporation make any amendment to the Prospectus, any Supplementary Material or that the Corporation provide any additional information in respect of the Offering; or

(c) the receipt by the Corporation or any written communication from any Securities Commission or any other Governmental Body relating to the Prospectus or the Distribution of the Offered Securities.

Section 8 Representations and Warranties of the Corporation.

The Corporation represents and warrants to the Underwriters, and acknowledges that the Underwriters are relying on such representations and warranties in purchasing the Offered Securities, that:

(a) each of the Corporation and its Subsidiaries is a valid and subsisting corporation, duly incorporated, continued or amalgamated and in good standing under the Laws of its respective jurisdiction of formation, incorporation, continuation or amalgamation and has all requisite power, capacity and authority, and is qualified, licensed or registered, to carry on its business as now conducted or contemplated to be conducted in the jurisdictions in which such business is now conducted or contemplated to be conducted, and to own, lease and operate its property and assets in all material respects and, in the case of the Corporation, has the requisite power, capacity and authority to execute, deliver and perform its obligations

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hereunder and under the Subscription Receipt Agreement and the Warrant Indenture, and to execute, deliver and file with the Securities Commissions, as applicable, the Prospectus, the U.S. Placement Memorandum and any other Supplementary Material; and, no proceedings have been taken or authorized by the Corporation or to the knowledge of the Corporation, its shareholders or, any other person, with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of the Corporation;

(b) the Material Subsidiaries are the only Subsidiaries of the Corporation that are material to the Corporation as of the date hereof, and, except as set out Schedule "A" hereto, all of the issued and outstanding securities of, or other equity interests in, each Material Subsidiary are owned directly or indirectly by the Corporation;

(c) all of the issued and outstanding shares of, or other equity interests in, the Subsidiaries of the Corporation have been duly and validly authorized and issued, are fully paid and non-assessable, and are free and clear of any Liens whatsoever other than Permitted Liens;

(d) all necessary corporate action has been taken by the Corporation to create, authorize, issue, sell and deliver the Offered Securities on the terms set forth in the Subscription Receipt Agreement, the Warrant Indenture and this Agreement and to grant the Over-Allotment Option;

(e) the Subscription Receipt Underlying Shares and the Warrant Shares have been duly and validly authorized, allotted and reserved for issuance and, upon issuance in accordance with the terms of the Subscription Receipts and the Subscription Receipt Agreement or the Warrants and the Warrant Indenture, as the case may be, will be duly and validly issued and outstanding as fully paid and non-assessable Common Shares;

(f) the execution, delivery and performance by the Corporation of the Subscription Receipt Agreement, the Warrant Indenture and this Agreement and the issuance, sale and delivery of the Offered Securities on the terms set forth in this Agreement have been duly authorized by all necessary corporate action on the part of the Corporation and does not require the consent, approval, authorization, registration or qualification of or with any court, Governmental Body or other third party, except: (i) those which have been obtained (or will be obtained prior to the Closing Time), or (ii) those as may be required (and will be obtained prior to the Closing Time) under applicable Canadian Securities Laws;

(g) there are no contracts, agreements or understandings between the Corporation and any person granting such person the right to require the Corporation to file a registration statement under the U.S. Securities Act or to file a prospectus under Canadian Securities Laws with respect to any securities of the Corporation owned or to be owned by such person, or to require the Corporation to include such securities in the Offering to which the Prospectus relates;

(h) this Agreement has been and the Warrant Indenture and the Subscription Receipt Agreement will be, at the time of their execution, duly authorized, executed and delivered by the Corporation and this Agreement constitutes and the Warrant Indenture and the Subscription Receipt Agreement will, upon their execution,

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constitute a valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except (i) as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the rights of creditors generally, (ii) as limited by the application of equitable principles when equitable remedies are sought, (iii) that rights to indemnity and contribution may be limited under applicable Law, and (iv) that provisions that attempt to sever any provision which is prohibited or unenforceable under applicable Law without affecting the enforceability or validity of the remainder of the agreement would be determined only in the discretion of the court;

(i) neither the Corporation nor any of its Subsidiaries is in violation or default of, nor will the execution and delivery of the Subscription Receipt Agreement, the Warrant Indenture or this Agreement and the performance by the Corporation of its obligations hereunder or thereunder, including the issuance, sale and delivery of the Offered Securities to be sold by the Corporation and the issuance and delivery of the Subscription Receipt Underlying Shares, the Warrants and the Warrant Shares result in a breach or violation of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time, or both, would reasonably be expected to constitute a default under, or result in the imposition of any Lien upon any property or assets of the Corporation or its Subsidiaries pursuant to:

(i) any of the terms, conditions or provisions of the Constating Documents of the Corporation or any of its Subsidiaries, or any resolution of their respective directors or shareholders;

(ii) any Law applicable to the Corporation or its Subsidiaries;

(iii) any judgement, decree, order or award of any court, Governmental Body or arbitrator having jurisdiction over any of the Corporation or its Subsidiaries, of which the Corporation or its Subsidiaries are aware;

(iv) the Credit Agreements; or

(v) any agreement, license, authorization or permit necessary for the conduct of their businesses, to which any of the Corporation or its Subsidiaries is party or bound or to which any of the business, operations, property or assets of the Corporation or its Subsidiaries is subject;

except in the case of (ii) and (v) above for any such violation or default as would not, individually or in the aggregate: (A) result in a Material Adverse Effect; or (B) materially impair the ability of the Corporation to perform its obligations under this Agreement;

(j) as of close of business on April 1, 2025, the Corporation had authorized share capital consisting of (i) an unlimited number of Common Shares, of which 187,511,620 Common Shares were issued and outstanding, and (ii) an unlimited number of preferred shares, of which none were issued and outstanding;

(k) the Subscription Receipts have been duly and validly created and authorized for issuance and when issued and delivered pursuant to the Subscription Receipt

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Agreement, the Subscription Receipts will be validly issued and will be free and clear of any Liens whatsoever and none of such Subscription Receipts will be issued in violation of or subject to any right of first refusal, pre-emptive or similar rights of any securityholder of the Corporation or of any other person that is imposed under any contract, agreement or understanding to which the Corporation is a party or its Constating Documents;

(l) the issuance of the Subscription Receipt Underlying Shares upon satisfaction of the Escrow Release Conditions has been duly authorized and upon issuance thereof the Subscription Receipt Underlying Shares will be duly and validly issued as fully paid and non-assessable Common Shares of the Corporation, and none of such Common Shares will be issued in violation of or subject to any right of first refusal, pre-emptive or similar rights of any securityholder of the Corporation or of any other person that is imposed under any contract, agreement or understanding to which the Corporation is a party or its Constating Documents;

(m) the Warrants have been duly and validly created and authorized for issuance and when issued and delivered pursuant to the Warrant Indenture, the Warrants will be validly issued and none of such Warrants will be issued in violation of or subject to any right of first refusal, pre-emptive or similar rights of any securityholder of the Corporation or of any other person that is imposed under any contract, agreement or understanding to which the Corporation is a party or its Constating Documents;

(n) the issuance of the Warrant Shares upon the exercise of the Warrants has been duly authorized and upon issuance thereof the Warrant Shares will be duly and validly issued as fully paid and non-assessable Common Shares of the Corporation and none of such Common Shares will be issued in violation of or subject to any right of first refusal, pre-emptive or similar rights of any securityholder of the Corporation or of any other person that is imposed under any contract, agreement or understanding to which the Corporation is a party or its Constating Documents;

(o) the Acquisition and the execution and delivery of the Acquisition Agreement by the Corporation have been authorized by all necessary action of the Corporation;

(p) the Corporation is not aware of any facts or circumstances that would cause it to believe that the transaction contemplated under the heading "The Acquisition" in the Prospectus Supplement or in the material change report of the Company dated March 31, 2025 will not close on or before the Acquisition Outside Date substantially in accordance with the terms of the Acquisition Agreement and the disclosure set forth in the Prospectus Supplement;

(q) the statements made under the heading "The Acquisition – Rationale for the Acquisition and Investment Highlights" in the Prospectus Supplement are materially accurate, subject to the assumptions, qualifications, limitations and restrictions set out therein;

(r) to the knowledge of the Corporation, each representation and warranty contained in the Acquisition Agreement: (i) that is a Fundamental Warranty (as defined in the Acquisition Agreement) provided each Seller (as defined in the Acquisition Agreement) is true and correct in all respects except for any failure of such

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Fundamental Warranty to be so true and correct as a result of any de minimis inaccuracies; and (ii) that is not a Fundamental Warranty provided by each Seller, taken together, without giving effect to any qualification as to "material," "materiality" or "Material Adverse Change" (as set forth in the applicable representation), is true and correct in all respects, other than for such failures to be so true and correct in all material respects that, individually, or in the aggregate, have not had a Material Adverse Change (as defined in the Acquisition Agreement);

(s) the Acquisition Agreement has not been terminated or amended nor have any terms and conditions thereof been waived, in each case in a manner that would be materially adverse to the terms and conditions upon which the Corporation is effecting the Acquisition;

(t) the Acquisition Agreement is a valid and subsisting agreement in full force and effect, enforceable in accordance with its terms except where enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity where equitable remedies are sought;

(u) to the knowledge of the Corporation, it has made available to the Underwriters copies or summaries of all information about the business and affairs of Serato provided to it or its advisors by Serato or Serato's advisors that is material to the Corporation, taken as a whole, and obtained through the Corporation's due diligence process in connection with the Acquisition;

(v) the Corporation has provided to the Underwriters a true and complete copy of the Acquisition Agreement, including all schedules and exhibits thereto;

(w) there have been no material disputes or claims and the Corporation is not aware of any threatened or pending material dispute or claims relating to the subject matter of, or the transactions contemplated under the Acquisition Agreement;

(x) there are no legal or governmental actions, proceedings or investigations at law or in equity by any person, nor any arbitration, administrative or other proceeding by or before any federal, state, provincial, municipal or other governmental department, commission, board or agency, domestic or foreign (collectively, "Legal Proceedings") in existence to which the Corporation or, to the knowledge of the Corporation, Serato is a party or subject;

(y) to the knowledge of the Corporation, no Legal Proceedings are contemplated or threatened against the Corporation or Serato, which (i) are material to the Corporation or Serato, or (ii) question the validity of the creation, issuance, sale or delivery of the Offered Securities, or (iii) question the validity of any action taken or to be taken by the Corporation or Serato pursuant to or in connection with this Agreement, the Subscription Receipt Agreement, the Warrant Indenture or the Acquisition Agreement;

(z) the omnibus equity incentive plan of the Corporation has been duly approved by the Corporation and complies in all material respects with the rules and policies of the TSXV. Other than such plan, the Corporation will have no "Security Based

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Compensation Plan" (as defined in Policy 4.4 of the TSXV – Security Based Compensation) in effect as at the Closing Time;

(aa) the attributes of the Subscription Receipts, the Warrants and the Common Shares are consistent in all material respects with the description thereof in the Offering Documents;

(bb) other than as disclosed in the Prospectus, no person (except for the Underwriters hereunder and persons who, as of the date hereof, hold options or other awards to acquire Common Shares pursuant to the Corporation's omnibus equity incentive plan) has an agreement (oral or written) or option, right or privilege (whether preemptive or contractual) capable of becoming an agreement for the subscription or issuance by Corporation of any unissued shares of the Corporation, or for the purchase or acquisition, outside of the ordinary course of business, of any material assets or material property of any kind of the Corporation or any of its Subsidiaries. Other than as disclosed in the Prospectus, and other than the Corporation or any of its Subsidiaries pursuant to inter-company arrangements, no person has an agreement (oral or written) or option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement for the subscription or issuance by any Subsidiary of any unissued shares of the Subsidiary;

(cc) neither the Corporation nor any of its Subsidiaries is in material violation of any Laws and each of the Corporation and its Subsidiaries is conducting its business or activities in material compliance with all applicable Laws of each jurisdiction in which it carries on such business or activities and neither the Corporation nor its Subsidiaries have received any written notice of any alleged material violation of any such Laws;

(dd) except for any failure to possess, defaults or breaches which would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, the Corporation and its Subsidiaries, and to the Corporation's knowledge, Serato, possess all licences, permits, franchises, certificates, registrations and authorizations necessary to conduct their business and own their property and assets ("Permits") and are not in default or breach of any of the foregoing, and all such Permits are valid and existing and in good standing in all material respects, and the Corporation is not aware of any variations or difficulties in obtaining, maintaining or renewing such Permits;

(ee) the transactions contemplated herein (including the proposed use of proceeds from the Offering) will not have any material adverse impact on any Permit or similar authorization of any Governmental Body, or require the Corporation or, the Subsidiaries to obtain any new Permit or similar authorization of any Governmental Body other than (i) those which have been obtained (or will be obtained prior to the Closing Time), or (ii) those as may be required (and will be obtained prior to the Closing Time) under applicable Canadian Securities Laws;

(ff) neither the Corporation nor any of its Subsidiaries is in material breach of, conflict with, or default under, and no event or omission has occurred which after notice or lapse of time or both, would constitute a material breach of, conflict with, or default under, or would result in the acceleration or maturity of any material indebtedness or other material liabilities or obligations under any mortgage, hypothec, note,

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indenture, contract, agreement (written or oral), instrument, lease, licence or other document to which it is a party or is subject or by which it is bound;

(gg) there is no action, suit or proceeding before or by any Governmental Body now pending or, to the knowledge of the Corporation, threatened against the Corporation, its Subsidiaries or any of their properties or assets (collectively, "Proceedings") except as disclosed in the Offering Documents or that would reasonably be expected to have a Material Adverse Effect or a material adverse effect on the consummation of the transactions contemplated in this Agreement, and the aggregate of all pending Proceedings, including routine litigation, would not reasonably be expected to have a Material Adverse Effect if determined unfavourably;

(hh) no Governmental Body has issued any order preventing or suspending the trading of the Corporation's securities, the use of the Offering Documents or the Distribution of the Offered Securities and the Corporation is not aware of any investigation, order, inquiry or proceeding which has been commenced or which is pending, contemplated or threatened by any such authority;

(ii) other than the pro forma financial statements, the financial statements contained in the Offering Documents fairly present in all material respects the consolidated financial position, results of operations, comprehensive income, shareholders' equity and cash flow of the Corporation and its Subsidiaries, respectively, as at the dates and for the periods indicated. Other than the pro forma financial information, such financial statements have been prepared in conformity with IFRS on a basis consistent throughout the periods indicated and are in accordance with the books and records of the Corporation and its Subsidiaries;

(jj) except as disclosed in the Offering Documents, the Corporation is not aware of any licensing or Laws or other lawful requirement of any Governmental Body having jurisdiction over the Corporation or its Subsidiaries currently in force or, to the knowledge of the Corporation, proposed to be brought into force, or any pending change to any licensing or Law or other lawful requirement of any Governmental Body having jurisdiction over the Corporation or its Subsidiaries currently in force, that the Corporation anticipates the Corporation or its Subsidiaries will be unable to comply with or which could reasonably be expected to materially adversely affect the business of the Corporation or its Subsidiaries or the business environment or legal environment under which such entity operates;

(kk) the Corporation and each of its Subsidiaries, as applicable, (A) has performed all material obligations required to be performed by it in connection with all material contracts (as disclosed in the Prospectus) to which it is a party or by which it may be bound, (B) is entitled to all benefits, rights and privileges under those material contracts, and (C) is not aware of any material breach thereof by any other parties thereto;

(II) except as has been disclosed in the Prospectus, there are no material facts or material changes relating to the Corporation or Serato which in either case are required to be disclosed under Canadian Securities Laws but have not been publicly disclosed;

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(mm) (i) no confidential material change report has been filed that remains confidential at the date hereof, and (ii) the Corporation has filed all documents required to be filed by it under Canadian Securities Laws;

(nn) there are no off-balance sheet transactions, arrangements, indebtedness, obligations (including contingent obligations) or other relationships of the Corporation or any of its Material Subsidiaries with unconsolidated entities or other persons required to be disclosed in the Offering Documents under IFRS or applicable Canadian Securities Laws;

(oo) neither the Corporation nor any of Material Subsidiaries has any contingent liabilities that would be required to be disclosed under IFRS, in excess of the liabilities that are either reflected or reserved against in the Corporation's financial statements which would have a Material Adverse Effect;

(pp) the Corporation and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in Canada and/or International Financial Reporting Standards, as applicable, and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

(qq) since the date of the most recent financial statements, there has been no change in the Corporation's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Corporation's internal control over financial reporting;

(rr) except with respect to matters which would not reasonably be expected to have Material Adverse Effect (i) all income tax returns of the Corporation and its Subsidiaries required by Law to be filed in any jurisdiction have been filed, all such returns are complete and accurate and all taxes shown on such returns or otherwise assessed which are due and payable have been paid, except tax assessments against which appeals have been or will be promptly taken as to which adequate reserves have been provided and to the extent the tax is not required to be paid pending resolution of the appeal; (ii) all other tax returns of the Corporation and its Subsidiaries required to be filed pursuant to any applicable Law have been filed, all such returns are complete and accurate and all taxes shown on such returns or otherwise assessed which are due and payable have been paid, except for such taxes, if any, as are being contested in good faith as to which adequate reserves have been provided and to the extent the tax is not required to be paid pending resolution of the contest; and (iii) the Corporation and each of its Subsidiaries has properly withheld, charged or collected and remitted all amounts required to be withheld or collected and remitted by it in respect of any governmental charges;

(ss) there is no tax deficiency which has been asserted against the Corporation or any of its Subsidiaries which would have a Material Adverse Effect, and all material tax

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liabilities are adequately provided for in accordance with IFRS in the Corporation's financial statements contained in the Offering Documents for all periods up to September 30, 2024;

(tt) except where, if determined adversely to the Corporation or any of its Subsidiaries, such matters would not individually or collectively have a Material Adverse Effect or affect the validity of the issuance and sale of the Offered Securities or the issuance of the Subscription Receipt Underlying Shares, the Warrants or the Warrant Shares under this Agreement or the Subscription Receipt Agreement: (i) there are no actions, suits, proceedings, assessments, reassessments, claims or investigations in progress, pending or, to the knowledge of the Corporation, threatened in writing, against the Corporation or any of its Subsidiaries in respect of taxes, governmental charges, assessments or reassessments; and (ii) there are no Liens for taxes upon the assets of the Corporation or any of its Subsidiaries except for Permitted Liens;

(uu) each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision case, drug, sick leave, disability, salary, continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to, or required to be contributed to, by the Corporation or its Subsidiaries for the benefit of any current or former director, officer, employee or consultant of the Corporation or its Subsidiaries, as applicable (the "Employee Plans") has been maintained in all material respects in accordance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plan;

(vv) all material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, pension plan premiums, accrued wages, salaries and commissions and Employee Plans payments of the Corporation and its Subsidiaries have been recorded in conformity, in all material respects, with IFRS and comply in all material respects as to the applicable accounting requirements of Canadian Securities Laws, and are reflected on the books and records of the Corporation and its Subsidiaries, as applicable;

(ww) other than mandatory plans as required by applicable Laws, the Corporation has no pension, retirement or similar plans relating to current or former employees, officers or directors of the Corporation or any of its Subsidiaries, whether written or oral;

(xx) (i) each of the Corporation and its Subsidiaries is in material compliance with the provisions of applicable federal, provincial, state, local and foreign Laws and regulations respecting employment; (ii) no labour dispute (including any strike, lock-out or work slow-down or stoppage) with the current or former employees of the Corporation of any of its Subsidiaries exists or is pending or, to the knowledge of the Corporation is threatened or imminent, and the Corporation has no knowledge of any existing or imminent labour disturbance by the employees of the Corporation's or the Subsidiaries' principal suppliers, value-added resellers or agents that would impact the Corporation; (iii) the labour relations of the Corporation and its Subsidiaries are satisfactory; and (iv) no union has been accredited or otherwise designated to represent any employees of the Corporation

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or its Subsidiaries and, to the knowledge of the Corporation, no accreditation request or other representation question is pending with respect to the employees of the Corporation or its Subsidiaries and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the premises of the Corporation or its Subsidiaries and none is currently being negotiated by the Corporation or its Subsidiaries;

(yy) except for Intellectual Property, which is addressed separately, the Corporation and its Subsidiaries have good and marketable title to the property and assets owned by them and hold valid leases in all property leased by them, in each case, free and clear of all Liens other than: (i) except as would not, individually or in the aggregate, to result in a Material Adverse Effect; or (ii) Permitted Liens;

(zz) except as disclosed in the Offering Documents, neither the Corporation nor any of its Subsidiaries owns any material real property;

(aaa) the Corporation has not received any notice or other communication from the owner or manager of any of its leased properties that the Corporation or any of its Subsidiaries is not in compliance with any material term or condition of any such lease, and to the knowledge of the Corporation, no such notice or other communication is pending or has been threatened;

(bbb) the Corporation and its Subsidiaries maintain insurance policies with reputable insurers against risks of loss of or damage to their properties, assets and business of such types and in such amounts as are customary in the case of entities engaged in the same or similar businesses and the Corporation and its Subsidiaries are not in default in any material respect under any such policies;

(ccc) except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect: (i) neither the Corporation nor any of its Subsidiaries is in violation of any applicable Law relating to pollution or occupational health and safety, the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including Laws relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, "Hazardous Materials") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, "Environmental Laws"), (ii) to the knowledge of the Corporation, there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Laws against the Corporation or any of its Subsidiaries and (iii) to the knowledge of the Corporation, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Corporation or any of its Subsidiaries relating to Hazardous Materials or any Environmental Laws;

(ddd) neither the Corporation nor any of its Subsidiaries nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation or any of its Subsidiaries has, in the course of its

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actions for, or on behalf of, the Corporation or any of its Subsidiaries: (i) made any direct or indirect unlawful payment to any "foreign official" (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder) (collectively, the "FCPA") or to any "foreign public official" (as defined in the Corruption of Foreign Public Officials Act (Canada), as amended (the "CFPOA")); (ii) violated or is in violation of any provision of the FCPA or the CFPOA (and for the avoidance of doubt, no part of the proceeds of the Offering of the Offered Securities will be used, directly or indirectly, in violation of the FCPA or the CFPOA); or (iii) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment. The Corporation and its Subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption Laws.

(eee) the operations of the Corporation and its Subsidiaries are and have been conducted in material compliance with all applicable anti-money laundering Laws of the jurisdictions in which the Corporation and its Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Body to which they are subject (collectively the "Anti-Money Laundering Laws") and no action, suit or proceeding by or before any Governmental Body or any arbitrator involving the Corporation or any of its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened;

(fff) neither the Corporation nor any of its Subsidiaries nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf and at the direction of the Corporation or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC"), to any Canadian sanctions administered by Global Affairs Canada, the Royal Canadian Mounted Police or to any other sanctions of any other relevant sanctions authority, nor is the Corporation or any of its Subsidiaries located, organized or resident in a country or territory that is the subject or target of such sanctions (including, without limitation, Crimea, Cuba, Syria, Iran, North Korea, the Kherson, Zaporizhzhya, Donetsk and Luhansk regions of Ukraine); and the Corporation will not knowingly directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of facilitating or financing the activities of or business with any person, or in any country or territory, that currently is the subject of any sanction administered by OFAC, Global Affairs Canada, the Royal Canadian Mounted Police or any other relevant sanctions authority, or in any other manner that will result in a violation by any person (including any person participating in the transaction whether as underwriter, initial purchaser, advisor, investor or otherwise) of sanctions administered by OFAC, Global Affairs Canada, the Royal Canadian Mounted Police or any other relevant sanctions authority;

(ggg) neither the Corporation nor any of its Subsidiaries nor, to the Corporation's knowledge, any employee or agent of the Corporation or any Subsidiary, has made any contribution or other payment to any official of, or candidate for, any federal, provincial, state or foreign office in violation of any Law or of the character required to be disclosed in the Prospectus and the U.S. Placement Memorandum;

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(hhh) except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, (i) each of the Corporation and its Subsidiaries owns all rights in and to the Intellectual Property described in the Prospectus and the U.S. Placement Memorandum as being owned by the Corporation and its Subsidiaries and has obtained valid and enforceable licenses or other rights to use, the systems, software, know how (including trade secrets and other proprietary or confidential information), designs, trade-marks (both registered and unregistered), trade names, patents, patent applications, inventions, copyrights and other intellectual property (collectively, the "Intellectual Property") necessary for the conduct of the business of the Corporation and its Subsidiaries as currently carried on and as described in the Prospectus and the U.S. Placement Memorandum, free and clear of any Lien or other adverse claim or interest of any kind or nature affecting the assets of the Corporation and its Subsidiaries other than Permitted Liens; (ii) to the knowledge of the Corporation, there is no infringement by third parties of any Intellectual Property owned, licensed or commercialized by the Corporation and its Subsidiaries; (iii) there is no action, suit, proceeding or claim pending or, to the knowledge of the Corporation, threatened by others challenging the Corporation's and/or its Subsidiaries' rights in or to any Intellectual Property or the validity or scope of any Intellectual Property owned, licensed or commercialized by the Corporation and its Subsidiaries, and the Corporation is unaware of any other fact which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) to the Corporation's knowledge, all trade secrets and other confidential proprietary information forming part of or in relation to the Intellectual Property being owned or licensed by the Corporation or any of its Subsidiaries is and remains confidential to the Corporation or such Subsidiary, as the case may be; and (v) the conduct of the business of the Corporation and the Subsidiaries, to the knowledge of the Corporation, does not infringe the Intellectual Property of any other person and there are no actions or proceedings threatened that allege that the Corporation or its Subsidiaries have infringed any Intellectual Property of any other person;

(iii) the Corporation and its Subsidiaries' information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, "IT Systems") are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Corporation and its Subsidiaries as currently conducted free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptions. The Corporation and its Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data ("Personal Data")) used in connection with their businesses, and except as would not have a Material Adverse Effect there have been no breaches, violations, outages or unauthorized uses or disclosures of or accesses to same. The Corporation and its Subsidiaries are, and for the past three years have been presently in compliance in all material respects with all applicable Laws and all judgments, orders, rules and regulations of any Governmental Body, internal policies and contractual obligations, in each case relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, disclosure,

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misappropriation or modification and the Corporation has implemented backup and disaster recovery technology consistent with industry standards and practice;

(jjj) except as disclosed in the Offering Documents and except for the transactions contemplated by this Agreement and the Acquisition Agreement, since September 30, 2024:

(i) there has not been any material change with respect to the Corporation and its Subsidiaries taken as a whole, including, for the avoidance of doubt, any material change in the capital stock or long-term or short-term debt of the Corporation determined on a consolidated basis; and

(ii) there has been no transaction out of the ordinary course of business that is material to the Corporation and its Subsidiaries taken as a whole;

(kkk) except as disclosed in the Offering Documents, neither the Corporation nor any Subsidiary is a party to or bound by, and none of the business, operations, property or assets of the Corporation or any of its Subsidiaries is subject to, any material non-arm's length agreements or arrangements other than on terms and at a price that would have applied if the parties had been dealing at arm's length;

(III) none of the Corporation's directors or officers is now, or has ever been, subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on any stock exchange;

(mmm) the minute books and corporate records of the Corporation and its Material Subsidiaries made available to Blake, Cassels & Graydon LLP, counsel to the Underwriters, or its local agent counsel in connection with due diligence investigations of the Corporation for the periods from their respective dates of incorporation, continuance or amalgamation, as the case may be, to the date of examination thereof are the original minute books and records of the Corporation and its Material Subsidiaries and contain, in all material respects, all proceedings of the shareholders, the board of directors and all committees of the board of directors of the Corporation and its Material Subsidiaries, and there have been no other meetings, resolutions or proceedings in respect of matters of the shareholders, board of directors or any committees of the board of directors of the Corporation and its Material Subsidiaries to the date of review of such corporate records and minute books not reflected in such minutes and other records other than those which are not material in the context of the Corporation and its Material Subsidiaries or those in connection with the Offering (copies of which will be made available to counsel to the Underwriters prior to Closing);

(nnn) other than the Underwriters and the Selling Firms, to the knowledge of the Corporation, there is no person acting or purporting to act at the request of the Corporation, who is entitled to any commission, finder's fee, advisory fee, underwriting fee or agency fee in connection with or as a result of the sale of the Offered Securities;

(ooo) the Corporation's auditors, KPMG LLP, are independent public accountants as required under Canadian Securities Laws and there has not been any

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disagreement (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) with the present or any former auditors of the Corporation;

(ppp) no acquisition has been made by the Corporation or its Subsidiaries during the three most recently completed financial years of the Corporation that would be a “significant acquisition” for the purposes of Canadian Securities Laws, and no proposed acquisition, including for greater certainty the Acquisition, by the Corporation or its Subsidiaries has progressed to a state where a reasonable person would believe that the likelihood of the Corporation or its Subsidiaries completing the acquisition is high and that, if completed by the Corporation or its Subsidiaries at the date of the Offering Documents, would be a significant acquisition for the purposes of Canadian Securities Laws, in each case, that would require the prescribed disclosure in the Offering Documents pursuant to such Laws;

(qqq) the Corporation has a reasonable basis for disclosing any forward-looking information contained in the Offering Documents and is not, as of the date hereof, required to update such forward-looking information pursuant to National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), and such forward-looking information contained in the Offering Documents reflect the currently available estimates and good faith judgments of the management of the Corporation as to the matters covered thereby;

(rrr) the Corporation currently intends to use the net proceeds from the issue and sale of the Offered Securities in accordance with the disclosure set out under the heading “Use of Proceeds” in the Offering Documents;

(sss) there are no reports or information that, in accordance with the requirements of the Securities Commissions and Canadian Securities Laws, must be made publicly available in connection with the Offering of the Offered Securities that have not been made publicly available as required; there are no documents required to be filed with any Securities Commissions in connection with the Offering Documents that have not been filed, or will be filed on or before the Closing Date, as required by the Canadian Securities Laws, there are no contracts or documents which are required by the Canadian Securities Laws to be described as material contracts in the Offering Documents which have not been so described;

(ttt) any statistical, industry and market-related data or information included in the Prospectus and the U.S. Placement Memorandum is based on or derived from sources that the Corporation believes to be reliable and accurate in all material respects, and the Corporation has obtained the consent to the use of such data or information from such sources to the extent required;

(uuu) the Transfer Agent at its principal office in Vancouver, British Columbia has been duly appointed as the registrar and transfer agent of the Corporation with respect to the Common Shares;

(vvv) Computershare Trust Company of Canada will, at the Closing Time, have been duly appointed as the registrar and transfer agent of the Corporation with respect to the Subscription Receipts;

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(www) no director or officer, former director or officer, or shareholder or employee of, or any other person not dealing at arm's length with, any of the Corporation, its Subsidiaries or predecessor entities, is engaged in any material transaction or arrangement with or be a party to a material contract with, or has any material indebtedness, liability or obligation to, the Corporation or any of its Subsidiaries, except as disclosed in the Offering Documents or for employment or consulting arrangements with employees or consultants or those serving as a director or officer of the Corporation or any of its Subsidiaries as described in the Offering Documents;

(xxx) the form of definitive share certificates representing the Common Shares has been, and the form and terms of the certificates representing the Subscription Receipts will as of the Closing Time be, duly approved and adopted by the board of directors of the Corporation, and will comply with applicable Law and the requirements of the TSXV, if applicable, and will not conflict with the Corporation's Constating Documents; and

(yyy) the Corporation is eligible to make use of the rules and procedures established pursuant to NI 44-102 for the distribution of the Offered Securities. The Corporation has not issued any securities pursuant to the Final Base Shelf Prospectus prior to the date of this Agreement, and the entering into of this Agreement, the Acquisition Agreement, the Warrant Indenture and the Subscription Receipt Agreement will not cause the final receipt in respect of the Final Base Shelf Prospectus to no longer be effective.

Section 9 Distribution of the Securities.

(1) The Underwriters will not solicit, directly or indirectly, offers to purchase or sell the Offered Securities so as to require registration thereof or filing of a prospectus or other similar document with respect thereto under the Laws of any jurisdiction (other than the Qualifying Jurisdictions) including the United States and various states of the United States and will require each Selling Firm to agree with the Underwriters not to so solicit or sell. For purposes of this Section 9(1), the Underwriters shall be entitled to assume that the Offered Securities are qualified for Distribution in any Qualifying Jurisdiction unless the Underwriters receive notice to the contrary from the Corporation or the applicable Securities Commission.

(2) The Corporation and the Underwriters hereby acknowledge that the Offered Securities have not been and will not be registered, nor is there any present intention to register the Offered Securities, under the U.S. Securities Act or any U.S. state securities laws and may not be offered, sold or otherwise transferred in the United States or to a U.S. Person except to persons reasonably believed (based on a representation letter or underlying supportive information) to be (i) Qualified Institutional Buyers in accordance with Rule 144A and the laws of any applicable U.S. states, and (ii) U.S. Accredited Investors in accordance with Rule 506(b) and the laws of any applicable U.S. states. Accordingly, the Corporation and each of the Underwriters hereby agree that offers and sales of the Offered Securities in the United States shall be conducted only in the manner specified in Schedule "B" hereto, which terms and conditions (including the representations, warranties and covenants of the Corporation and of the Underwriters set out in Schedule "B") are hereby incorporated by reference in and form a part of this Agreement.

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(3) The Corporation agrees that the Underwriters will be permitted to appoint, at their sole expense, Selling Firms (other than the Underwriters) as their agents to assist in the sale of the Offered Securities in the Qualifying Jurisdictions. Each Underwriter shall, and shall require any Selling Firm appointed by it to, offer for sale the Offered Securities in the Qualifying Jurisdictions subject to the terms and conditions of this Agreement and the Subscription Receipt Agreement and in compliance with Canadian Securities Laws, at the Purchase Price. Each agreement of the Underwriters establishing a banking, selling or other group in respect of the Distribution shall contain a similar covenant by each Selling Firm.

(4) The Underwriters shall:

(a) complete, and use their reasonable commercial efforts to cause each Selling Firm to complete, the Distribution of the Offered Securities under the Prospectus as promptly as possible;

(b) promptly notify the Corporation in writing when the Underwriters have completed the Distribution of the Offered Securities;

(c) promptly notify the Corporation of sales in each Qualifying Jurisdiction and provide a breakdown of the total proceeds realized in each of the Qualifying Jurisdictions in which a filing fee for a prospectus is based on the proceeds realized in the Qualifying Jurisdiction from the sale of securities offered therein; and

(d) use reasonable commercial efforts to obtain sufficient subscriptions to satisfy the distribution requirements of the TSXV of the Subscription Receipts and, upon the request of the Corporation, the Co-Lead Underwriters will provide the TSXV with a letter setting forth the anticipated distribution of the Offered Securities based upon subscriptions for the Offered Securities received as of the date of such request.

(5) During the Distribution of the Offered Securities:

(a) the Corporation shall prepare, in consultation with the Co-Lead Underwriters, any marketing materials (including any template version thereof) to be provided to potential investors in the Offered Securities, and approve in writing (which approval may be provided by e-mail), prior to the time any such marketing materials are provided to potential investors, any such marketing materials (including any template version thereof), as may reasonably be requested by the Underwriters, such marketing materials to comply with Canadian Securities Laws and to be acceptable in form and substance to the Underwriters and their counsel, acting reasonably;

(b) the Co-Lead Underwriters shall, on behalf of the Underwriters, approve in writing (which approval may be provided by e-mail) any such marketing materials (including any template version thereof), as contemplated by Canadian Securities Laws, prior to any marketing materials being provided to potential investors in the Offered Securities and filed with the Securities Commissions; and

(c) the Corporation shall, to the extent required by Canadian Securities Laws, file any such marketing materials (including any template version thereof) with the

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Securities Commissions as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the Co-Lead Underwriters, on behalf of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor in the Offered Securities. Any comparables and any disclosure relating to such comparables shall be removed from the publicly available template version of any marketing materials in accordance with NI 41-101 prior to filing such template version with the Securities Commissions.

(6) The Corporation and each Underwriter agree, during the Distribution of the Offered Securities, not to provide any potential investors in the Offered Securities with any materials or information in relation to the Distribution of the Offered Securities or the Corporation other than: (i) marketing materials that have been approved in writing by the parties hereto and filed with the appropriate Securities Commissions in accordance with this Section 9; (ii) any standard term sheets (provided they are in compliance with Canadian Securities Laws); and (iii) the Offering Documents, in each case, in compliance with all applicable Laws.

(7) Notwithstanding Section 9(5) and Section 9(6), following the approval and filing of any template version of any marketing materials in accordance with Section 9(5), the Underwriters may provide a limited-use version of such marketing materials to potential investors in the Offered Securities in accordance with Canadian Securities Laws.

(8) No Underwriter shall be liable to the Corporation with respect to the breach of this Section 9 by any other Underwriter or a Selling Firm appointed by another Underwriter.

Section 10 Covenants of the Corporation.

(1) The Corporation covenants and agrees with the Underwriters, and acknowledges that each of them is relying on such covenants in connection with the purchase of the Offered Securities, that:

(a) it will advise the Underwriters, as promptly as reasonably practicable after receiving notice or obtaining actual knowledge, of: (i) the issuance by any Securities Commission or U.S. securities regulator of any order suspending or preventing the use of the Prospectus, the U.S. Placement Memorandum or any Supplementary Material; (ii) the suspension of the qualification of the Offered Securities for Distribution or sale in any of the Qualifying Jurisdictions; (iii) the institution or threatening of any proceeding for any of those foregoing purposes; or (iv) any requests made by any Securities Commission for amending or supplementing the Prospectus, or for additional information, and will use its commercially reasonable best efforts to prevent the issuance of any such order and, if any such order is issued, to obtain the withdrawal of the order promptly;

(b) it will not agree to any amendment to, or waiver of, the Acquisition Agreement that would be materially adverse to the Corporation, without the consent of the Co-Lead Underwriters, on behalf of the Underwriters, which consent may not be unreasonably withheld or delayed;

(c) during the period in which the lock-up agreements in the form attached hereto as Schedule "C" are in force, the Corporation will not waive or amend the Lock-Up

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Period (as such term is defined in the Acquisition Agreement), without the consent of the Co-Lead Underwriters, on behalf of the Underwriters, which consent may not be unreasonably withheld or delayed; and

(d) the Corporation will use its reasonable commercial efforts to promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things within the Corporation's control, as the Underwriters may reasonably require from time to time, for the purpose of giving effect to this Agreement and the transactions contemplated hereby, and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement and the transactions contemplated hereby.

Section 11 Conditions of Closing.

(1) The Underwriters' obligations to purchase the Purchased Subscription Receipts at the Closing Time shall be subject to the following conditions, which conditions are for the sole benefit of the Underwriters and may be waived in writing in whole or in part by the Co-Lead Underwriters, in their sole discretion, on behalf of the Underwriters:

(a) the Underwriters shall have received at the Closing Time a favourable legal opinion, addressed to the Underwriters, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, dated the Closing Date from the Corporation's counsel, Norton Rose Fulbright Canada LLP, as to the Laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where they deem such reliance proper (or alternatively make arrangements to have such opinions directly addressed to the Underwriters and counsel to the Underwriters), and all such counsel may also rely as to matters of fact, on certificates of public officials and senior officers of the Corporation, and letters from representatives of the TSXV and the Transfer Agent, to the effect that (or as to, as applicable), based upon customary assumptions and subject to customary qualifications:

(i) the Corporation is a corporation existing under the Laws of Canada;

(ii) the Corporation is a "reporting issuer" not on the list of default reporting issuers maintained pursuant to Canadian Securities Laws in the Qualifying Jurisdictions;

(iii) the Corporation has the corporate power and capacity to enter into this Agreement, the Warrant Indenture and the Subscription Receipt Agreement and to perform its obligations hereunder and thereunder, including the issuance and sale of the Offered Securities;

(iv) the Corporation has the corporate power and capacity to own its properties and assets, and to carry on its business as described in the Prospectus;

(v) the authorized and issued share capital of the Corporation;

(vi) all necessary corporate action has been taken by the Corporation to authorize delivery and, if applicable, the execution and filing of each of the

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Offering Documents under applicable securities legislation and the regulations and rules thereunder of each of the Qualifying Jurisdictions;

(vii) the Purchased Subscription Receipts have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement and the Subscription Receipt Agreement, including receipt by the Corporation of the consideration to be paid therefor, will be validly issued Subscription Receipts of the Corporation;

(viii) the Additional Purchased Subscription Receipts have been duly authorized and, upon due exercise of the Over-Allotment Option in accordance with the terms of this Agreement and when issued and delivered in accordance with the terms of this Agreement and the Subscription Receipt Agreement, including receipt by the Corporation of the consideration to be paid therefor, will be validly issued as Subscription Receipts of the Corporation;

(ix) the issuance of the Subscription Receipt Underlying Shares upon satisfaction of the Escrow Release Conditions has been duly authorized and upon such issuance the Subscription Receipt Underlying Shares will be duly and validly issued as fully paid and non-assessable Common Shares of the Corporation;

(x) the Warrants have been validly created and authorized to be issued upon the satisfaction of the Escrow Release Conditions, and upon such issuance will be duly and validly issued;

(xi) the issuance of the Warrant Shares upon due exercise of the Warrants has been duly authorized and upon exercise and the issuance of such Warrant Shares in accordance with the Warrant Indenture, such Warrant Shares will be duly and validly issued as fully paid and non-assessable Common Shares of the Corporation;

(xii) all necessary corporate action has been taken by the Corporation to authorize the execution, delivery and performance of this Agreement, the Acquisition Agreement, the Warrant Indenture and the Subscription Receipt Agreement;

(xiii) each of this Agreement, the Acquisition Agreement, the Warrant Indenture and the Subscription Receipt Agreement has been duly authorized, executed and delivered by the Corporation (to the extent execution and delivery are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein), and is a legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the rights of creditors generally and except as limited by the application of equitable remedies when equitable remedies are sought and subject to other customary qualifications; provided, however, that no opinion need be expressed on the enforceability of the indemnity and contributions provisions herein;

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(xiv) no authorization, consent, permit or approval of, or other action by, or filing with or notice to, any governmental agency or authority, regulatory body, court, tribunal or other similar entity having jurisdiction in the Qualifying Jurisdictions is required in connection with the execution and delivery by the Corporation of this Agreement, the Warrant Indenture, the Subscription Receipt Agreement and the performance of its obligations hereunder, including the issuance and sale of the Subscription Receipts and the issuance of the Subscription Receipt Underlying Shares, other than those that have been duly obtained or made prior to Closing;

(xv) the attributes of the Subscription Receipts, the Warrants and the Common Shares conform in all material respects with the description of the Subscription Receipts, the Warrants and the Common Shares in the Prospectus;

(xvi) the execution and delivery of this Agreement, the Acquisition Agreement, the Warrant Indenture and the Subscription Receipt Agreement and the performance of the Corporation's obligations hereunder and thereunder, including the issuance and sale of the Offered Securities and issuance of the Subscription Receipt Underlying Shares, the Warrants and the Warrant Shares, do not and will not result in a breach or constitute default under:

(A) the Constating Documents of the Corporation; or
(B) the provisions of any applicable corporate Law of general application in the Province of British Columbia; or
(C) the Tiny Credit Agreement;

(xvii) the form of certificates representing the Common Shares and the Subscription Receipts have been duly approved and adopted by the directors of the Corporation and comply with the provisions of the Canada Business Corporations Act, the Constating Documents of the Corporation and the policies of the TSXV, if applicable;

(xviii) subject to the qualifications and assumptions set out in the Prospectus Supplement under the heading "Eligibility for Investment", the Offered Securities are, as of the Closing Date, qualified investments under the Tax Act for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, deferred profit sharing plans, registered disability savings plans and tax-free savings accounts and first home savings accounts;

(xix) the statements made under the heading "Certain Canadian Federal Income Tax Considerations" in the Prospectus Supplement are, at the date of the Prospectus Supplement, fair and accurate summaries, in all material respects, of the principal Canadian federal income tax considerations generally applicable to a holder of Offered Securities described under the heading "Certain Canadian Federal Income Tax Considerations" in the Prospectus Supplement, subject to the limitations, qualifications and assumptions set out therein and applicable thereto;

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(xx) the Transfer Agent at its principal office in the Vancouver, British Columbia, has been duly appointed as the transfer agent and registrar of the Common Shares;

(xxi) Computershare Trust Company of Canada at its principal office in the Vancouver, British Columbia, has been duly appointed as (i) the registrar and transfer agent of the Corporation with respect to the Subscription Receipts, (ii) the subscription receipt agent under the Subscription Receipt Agreement, (iii) the registrar and transfer agent of the Corporation with respect to the Warrants and (iv) the warrant agent under the Warrant Indenture.

(xxii) the Offered Securities have been approved for listing and posting for trading on the TSXV, subject only to the satisfaction by the Corporation of the conditions set out in the TSXV conditional acceptance letter; and

(xxiii) all necessary documents have been filed, all requisite proceedings have been taken, all legal requirements have been fulfilled and all necessary approvals, permits, consents and authorizations of the securities regulatory authorities in the Qualifying Jurisdictions have been obtained, in each case by the Corporation to qualify the distribution and sale of the Offered Securities to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered in such categories under the applicable securities Laws of the Qualifying Jurisdictions and who have complied with the relevant provisions of applicable securities Laws.

(b) if any of the Subscription Receipts are sold in the United States, the Underwriters shall have received at the Closing Time from United States securities counsel to the Corporation, Norton Rose Fulbright US LLP, a favourable legal opinion dated the Closing Date, addressed to the Underwriters, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, which opinion shall be subject to usual and customary qualifications for opinions of this type, to the effect that no registration under the U.S. Securities Act is required for (i) the offer and sale of the Subscription Receipts by the Corporation to the Underwriters, (ii) the initial resale thereof by the Underwriters' respective U.S. Affiliates, in each case in the manner contemplated by and pursuant to the U.S. Placement Memorandum and this Agreement (including Schedule "B" to this Agreement) and (iii) the issuance of Common Shares by the Corporation upon automatic exchange of the Subscription Receipts to holders of the Subscription Receipts in accordance with the Subscription Receipt Agreement;

(c) the Underwriters shall have received at the Closing Time a "bring down" comfort letter dated the Closing Date from the Corporation's auditors, KPMG LLP, addressed to the Underwriters and the board of directors of the Corporation, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, similar to the comfort letter to be delivered to the Underwriters pursuant to Section 3(1)(e) with such changes as may be necessary to bring the information therein forward to a date which is no earlier than two Business Days prior to the Closing Date, which changes shall be acceptable to the Underwriters, acting reasonably;

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(d) the Underwriters shall have received at the Closing Time certificates dated the Closing Date, signed by the appropriate officers of the Corporation and each of the Material Subsidiaries, addressed to the Underwriters and their counsel, with respect to the Constating Documents of the Corporation and the Material Subsidiaries, all resolutions passed and other corporate action relating to this Agreement and the creation, issuance and sale of the Subscription Receipts, the creation of the Warrants and the issuance of the Subscription Receipt Underlying Shares, the Warrants and the Warrant Shares and the incumbency and specimen signatures of signing officers;

(e) the representations and warranties of the Corporation contained in this Agreement shall be true and correct as of the Closing Date with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct in all respects as of that date only;

(f) the Underwriters shall have received at the Closing Time a certificate or certificates dated the Closing Date and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or any other officer acceptable to the Underwriters, without personal liability, addressed to the Underwriters certifying for and on behalf of the Corporation, after having made due inquiry and after having carefully examined the Offering Documents and any Supplementary Material, that except as disclosed in the Offering Documents:

(i) since the respective dates as of which information is given in the Offering Documents:

(A) there has been no Material Adverse Change; and

(B) no transaction out of the ordinary course of business has been entered into or is pending by the Corporation or any of its Subsidiaries, which is material to the Corporation and its Subsidiaries taken as a whole;

(ii) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Offered Securities or Common Shares or any other securities of the Corporation has been issued or made by any Governmental Body and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Corporation, contemplated or threatened by any Governmental Body;

(iii) the Corporation has complied in all material respects with all the terms and conditions of this Agreement on its part to be complied with at or prior to the Closing Time;

(iv) the representations and warranties of the Corporation contained in this Agreement are true and correct as of the Closing Date with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby, except in respect of any representations and warranties that are to be true and correct as of a

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specified date, in which case they will be true and correct in all respects as of that date only; and

(v) that the Offering Documents (except information and statements relating solely to the Underwriters furnished to the Corporation in writing specifically for use therein) do not contain a misrepresentation, and contain full, true and plain disclosure of all material facts relating to the Corporation and the Offered Securities.

(g) the Underwriters shall have received on the Closing Date satisfactory evidence of the good standing (or the equivalent thereof) of the Corporation and each of the Material Subsidiaries, in each case, as of a date that is no earlier than two Business Days prior to the Closing Date;

(h) each of the directors and certain of the executive officers of the Corporation shall have executed a lock-up agreement in the form attached hereto as Schedule "C";

(i) all consents, approvals, permits, authorization or filings as may be required by any Governmental Body, or any other third party necessary to complete the sale of the Offered Securities as contemplated herein shall have been made or obtained;

(j) the Underwriters shall have received at the Closing Time such other certificates, statutory declarations, agreements or materials, in form and substance satisfactory to the Underwriters and their counsel, as the Underwriters and their counsel may reasonably request, provided, however, that the Underwriters or their counsel shall request any such certificate or document within a reasonable time, and in any event not later than 48 hours, prior to the Closing Time in order to ensure that the Corporation has sufficient time to obtain and deliver such certificate or document;

(k) the Underwriters shall have received on the Closing Date evidence satisfactory to the Underwriters of the TSXV's acceptance (or conditional acceptance) of the Offering, including the conditional approval of the listing and posting for trading on the TSXV of the Subscription Receipts, the Subscription Receipt Underlying Shares and the Warrant Shares, subject only to the satisfaction by the Corporation of customary post-closing conditions imposed by the TSXV in similar circumstances; and

(l) the Corporation shall have fulfilled each of the covenants contained in this Agreement to the satisfaction of each of the Underwriters, acting reasonably.

Section 12 Closing.

(1) The Closing of the purchase and sale of the Offered Securities will be completed electronically at the Closing Time, or at such other place or through such other means determined in writing by the Corporation and the Co-Lead Underwriters, on behalf of the Underwriters. At the Closing Time, the Corporation will deliver to the Co-Lead Underwriters for the respective accounts of the Underwriters:

(a) the Purchased Subscription Receipts sold pursuant to the Offering, in the form of an electronic deposit pursuant to the non-certificated inventory system maintained

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by CDS Clearing and Depository Services Inc. ("CDS") or in such other form as directed by the Underwriters in writing; and

(b) such further documentation as may be contemplated herein or as the Underwriters or the applicable Securities Commissions or the TSXV may reasonably require, against payment by the Underwriters of the Purchase Price for each Purchased Subscription Receipt, net of the Non-Escrowed Underwriters' Fees payable to the Underwriters in respect of the Purchased Subscription Receipts pursuant to this Agreement, by wire transfers of immediately available funds to the Subscription Receipt Agent in accordance with the Subscription Receipt Agreement.

(2) In the event the Over-Allotment Option is exercised in accordance with its terms, the Corporation will, at or prior to the Over-Allotment Closing Time, deliver to the Underwriters:

(a) the Additional Purchased Subscription Receipts sold pursuant to the Over-Allotment Option, in the form of an electronic deposit pursuant to the non-certificate inventory system maintained by CDS or in such other form as directed by the Underwriters in writing;

(b) the items listed in Section 11(1), in each case dated the Over-Allotment Closing Date together with such further documentation as the applicable Securities Commissions or the TSXV require, against payment by the Underwriters of the Purchase Price for each such Additional Purchased Subscription Receipt, net of the Underwriters' Fee payable to the Underwriters in respect of such Additional Purchased Subscription Receipts pursuant to this Agreement, by wire transfers of immediately available funds to the Subscription Receipt Agent in accordance with the Subscription Receipt Agreement.

The obligations of the Underwriters to complete the Closing and the closing of the Over-Allotment Option, if applicable, shall be subject to the condition that all applicable periods during which purchasers may withdraw subscriptions under Canadian Securities Laws shall have expired and the conditions set out in Section 11 shall have been satisfied.

Section 13 Termination.

(1) If, after the date hereof and prior to the Closing Time or the Over-Allotment Closing Time, as applicable:

(a) any inquiry, action, suit, investigation or other proceeding, whether formal or informal, is commenced, announced or threatened or any order is made or issued under or pursuant to any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, including without limitation the TSXV or any Securities Commission, other than an inquiry, investigation, proceeding or order based upon the activities of the Underwriters, or there is a change in any law, rule or regulation, or the interpretation or administration thereof, which, in the reasonable opinion of the Underwriters, operates to prevent, restrict or otherwise materially adversely affect the distribution or trading of the Offered Securities or any other securities of the Corporation;

(b) other than in connection with the announcement of the Acquisition or the Offering, there should occur or come into effect any material change in the business, affairs

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(including, for greater certainty, any departure of the Company's Chief Executive Officer or Chief Financial Officer), financial condition, prospects, capital or control of the Corporation and its Subsidiaries, taken as a whole, or any change in any material fact or a new material fact, or there should be discovered any previously undisclosed fact which, in each case, in the reasonable opinion of the Underwriters (or any of them), has or could reasonably be expected to have a significant adverse effect on the market price or value or marketability of the Offered Securities;

(c) there should develop, occur or come into effect or existence any event, action, state, or condition or any action, law or regulation, inquiry, including, without limitation, terrorism, accident or major financial, political or economic occurrence of national or international consequence, or any action, government, law, regulation, inquiry or other occurrence of any nature, which, in the reasonable opinion of the Underwriters, materially adversely affects or involves, or may materially adversely affect or involve, the financial markets in Canada or the United States or the business, operations or affairs of the Corporation;

(d) an order shall have been made or threatened to cease or suspend trading in the Subscription Receipts or the Subscription Receipt Underlying Shares, or to otherwise prohibit or restrict in any manner the distribution or trading of the Subscription Receipts or the Subscription Receipt Underlying Shares, or proceedings are announced or commenced for the making of any such order by any Securities Commission or securities regulatory authority or similar regulatory or judicial authority or the TSXV, which order has not been rescinded, revoked or withdrawn;

(e) the Corporation is in material breach of any term, condition or covenant of this Agreement and such breach is not reasonably expected to be remedied prior to the Closing Time or any representation or warranty given by the Corporation becomes or is false;

(f) the lead investor in the Convertible Notes Financing shall have terminated or rescinded, in whole or in part, its offer to purchase convertible notes thereunder without an alternative investor or investors agreeing to purchase such notes; or

(g) a Termination Event occurs prior to the Closing Time;

then any of the Underwriters shall be entitled, at its option, in accordance with Section 13(3), to terminate its obligations under this Agreement in respect of any Offered Securities not then purchased under this Agreement by written notice to that effect given to the Corporation at any time prior to the Closing Time or the Over-Allotment Closing Time, as applicable.

(2) All terms and conditions in Section 11 shall be construed as conditions and shall be complied with so far as they relate to acts to be performed or caused to be performed by the Corporation, the Corporation will use its commercially reasonable efforts to cause such conditions to be complied with, and any breach or failure by the Corporation to comply with any of such terms and conditions in all material respects shall entitle the Underwriters, or any of them, to terminate their obligations to purchase the Offered Securities by notice to that effect given to the Corporation at or prior to the Closing Time. The Underwriters may waive, in whole or in part, or extend the time for compliance with, any of such terms

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and conditions without prejudice to their rights in respect of any other of such terms and conditions or any other or subsequent breach or non-compliance; provided, however, that to be binding on the Underwriters any such waiver or extension must be in writing and signed by all of the Underwriters.

(3) The rights of termination contained in this Section 13 may be exercised by any of the Underwriters and are in addition to any other rights or remedies the Underwriters or any of them may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this Agreement. In the event of any termination pursuant to such rights of termination, there shall be no further liability on the part of such Underwriters to the Corporation or on the part of the Corporation to such Underwriters except in respect of any liability which may have arisen or may thereafter arise under Section 14 and Section 16. A notice of termination given by an Underwriter under this Section 13 shall not be binding upon any other Underwriter who has not also executed such notice.

Section 14 Indemnity.

(1) The Corporation hereby agrees to indemnify and save harmless each of the Underwriters, and each of their respective affiliates (including, for clarity, their U.S. broker dealer affiliates), and each of their respective current or former directors, officers, partners, employees, agents, advisors and shareholders (each referred to in this Section 14(1) as an "Indemnified Party") from and against all liabilities, claims, actions, suits, proceedings, investigations, losses, costs, damages and expenses of whatsoever nature or kind (excluding loss of profits), whether joint or several, caused by, or arising directly or indirectly from, or in consequence of:

(a) any information or statement (except for any statement relating solely to the Underwriters and furnished by the Underwriters in writing specifically for use therein) contained in any Offering Document or in any certificate of the Corporation or of any officer of the Corporation delivered hereunder or pursuant hereto which at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or an untrue statement of a material fact;

(b) any omission or alleged omission to state in any Offering Document or any certificate of the Corporation or any officer of the Corporation delivered hereunder or pursuant hereto, any material fact required to be stated therein or necessary to make any statement therein not misleading in light of the circumstances under which it was made;

(c) any order made or any inquiry, investigation or proceedings commenced or threatened by any Securities Commission, stock exchange or other Governmental Body based upon any actual or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated or necessary to make any statement not misleading in light of the circumstances under which it was made or any misrepresentation or alleged misrepresentation (except for a statement relating solely to the Underwriters and furnished by the Underwriters in writing for use therein) contained in any Offering Document, preventing or restricting the trading in or the sale or Distribution of the Offered Securities;

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(d) the non-compliance or alleged non-compliance, by the Corporation in respect of any requirement of Canadian Securities Laws or U.S. Securities Laws, being the jurisdictions in which Offered Securities were offered; or

(e) any breach of any representation or warranty of the Corporation contained herein or in any certificate of the Corporation or of any officer of the Corporation delivered hereunder or pursuant hereto or the failure of the Corporation to comply with any of its covenants or obligations hereunder.

(2) The rights of indemnity contained in this Section 14 will not enure to the benefit of an Indemnified Party in respect of a Claim (as defined below) if the person asserting the Claim, other than a person to which Offered Securities were offered and sold in the United States, was not provided by or on behalf of the Underwriters with a copy furnished promptly by the Corporation of any Prospectus or Prospectus Amendment which would have corrected any misrepresentation which is the basis of the Claim and which was required under Canadian Securities Laws to be delivered to that person by the Underwriters or Selling Firms.

(3) If any matter or thing contemplated by Section 14(1) (any such matter or thing being hereinafter referred to as a "Claim") is asserted against any Indemnified Party, the Indemnified Party (i) shall promptly notify the Corporation of the nature of such Claim in writing and stating the particulars thereof (but the omission to so notify the Corporation of any Claim shall not affect the Corporation's liability except and only to the extent that any such delay in giving or failure to give such notice materially prejudices the Corporation's ability to defend the Claim), (ii) shall provide the Corporation with copies of all relevant documentation relating to the Claim and (iii) unless the Corporation assumes the defence thereof, will keep the Corporation advised of the progress and will discuss all significant proposed actions.

(4) The Corporation shall be entitled, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence of any Claim in respect of which indemnification is sought under Section 14(1), provided, however, that:

(a) the defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, and

(b) no settlement of any such Claim or admission of liability may be made by the Corporation without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed, unless such settlement includes an unconditional release of the Indemnified Party from all liability arising out of such Claim and does not include a statement as to or an admission of negligence, fault, culpability or failure to act, by or on behalf of any Indemnified Party.

(5) Notwithstanding that the Corporation will undertake the investigation and defence of any such Claim, the Indemnified Party shall have the right to retain separate counsel in each applicable jurisdiction with respect to such Claim to act on his, her or its behalf provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless:

(a) employment of such counsel has been authorized in writing by the Corporation;

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(b) the Corporation has not assumed responsibility for the Claim and retained counsel within 10 Business Days after receiving actual notice of any such Claim from the Indemnified Party;

(c) the named parties to any such Claim include the Corporation and any of the Indemnified Parties, and the Indemnified Parties shall have been advised that there may be a conflict of interest between the Corporation and any Indemnified Party; or

(d) there are one or more defences available to the Indemnified Parties which are different from or in addition to those available to the Corporation, as the case may be, and which makes representation by the same counsel inappropriate;

in which case such fees and expenses of such counsel to the Indemnified Parties will be for the account of the Corporation and provided that no settlement of such Claim or admission of liability may be made by the Indemnified Party without the prior written consent of the Corporation, acting reasonably.

(6) If and to the extent that a court of competent jurisdiction in a final judgement from which no appeal can be made or a regulatory authority in a final ruling from which no appeal can be made shall determine that the liabilities, claims, losses, costs, damages and expenses resulted from the gross negligence, wilful misconduct or a fraudulent act of an Indemnified Party claiming indemnity, such Indemnified Party shall promptly reimburse to the Corporation, any funds advanced to the Indemnified Party in respect of such Claim and the indemnity provided for in this Section 14 shall cease to apply to such Indemnified Party in respect of such Claim. For greater certainty, the Corporation and the Underwriters agree that they do not intend that any failure by the Underwriters to conduct such reasonable investigation as necessary to provide the Underwriters with reasonable grounds for believing the Offering Documents contained no misrepresentation shall constitute "gross negligence, wilful misconduct or a fraudulent act" for the purposes of this Section 14(6) or otherwise disentitle the Underwriters from indemnification hereunder.

(7) In order to provide for a just and equitable contribution in circumstances in which the indemnity provided in this Section 14 would otherwise be available in accordance with its terms but is, for any reason, not solely attributable to any one or more of the Indemnified Parties, held to be unavailable to or unenforceable by the Underwriters or enforceable otherwise than in accordance with its terms, the Corporation and the Underwriters shall:

(a) contribute to the aggregate of all claims, expenses, costs and liabilities and all losses (other than loss of profits or consequential damages) of a nature contemplated in this Section 14 in such proportions so that the Underwriters shall be responsible for the portion represented by the percentage that the aggregate Underwriters' Fee payable to the Underwriters hereunder bears to the aggregate offering price of the Offered Securities and the Corporation shall be responsible for the balance; and

(b) if the allocation provided by Section 14(7)(a) above is not permitted by applicable Law, the Corporation and the Underwriters shall contribute such proportions as is appropriate to reflect the relative benefits received by the Corporation and the Underwriters from the Distribution of the Offered Securities, as contemplated by this Agreement, as well as the relative fault of the Corporation and the Underwriters

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with respect to such Claim and any other equitable considerations, whether or not the Corporation has been sued together with the Underwriters or sued separately from the Underwriters;

provided, however, that: (i) the Underwriters shall not in any event be liable to contribute, in the aggregate, any amounts in excess of the aggregate Underwriters' Fee actually received by the Underwriters from the Corporation under this Agreement; (ii) each Underwriter shall not in any event be liable to contribute, individually, any amount in excess of such Underwriter's portion of the aggregate Underwriters' Fee actually received by the Underwriters from the Corporation under this Agreement; and (iii) no party who has been determined by a court of competent jurisdiction in a final judgement (which is not appealable) to have engaged in gross negligence, wilful misconduct or a fraudulent act shall be entitled to claim contribution from any person who has not been so determined to have engaged in such gross negligence, wilful misconduct or a fraudulent act. For greater certainty, the Corporation and the Underwriters agree that they do not intend that any failure by the Underwriters to conduct such reasonable investigation as necessary to provide the Underwriters with reasonable grounds for believing the Offering Documents contained no misrepresentation shall constitute "gross negligence, wilful misconduct or a fraudulent act" for the purposes of this Section 14 or otherwise disentitle the Underwriters from contribution hereunder.

(8) The relative fault of the Corporation on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the matters or things referred to in Section 14(7)(a) or Section 14(7)(b), as applicable, which resulted in such Claims, relate to information supplied by or steps or actions taken or done or not taken or done by or on behalf of the Corporation or to information supplied by or steps or actions taken or done or not taken or done by or on behalf of the Underwriters and the relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or misrepresentation, or other matter or thing referred to in Section 14(7)(a) or Section 14(7)(b), as applicable. The amount paid or payable by an Indemnified Party as a result of the Claims referred to above shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such liabilities, claims, demands, losses, costs, damages and expenses, whether or not resulting in an action, suit, proceeding or claim.

(9) The rights of contribution and indemnity provided in this Section 14 shall be in addition to and not in derogation of any other right to contribution and indemnity which the Underwriters may have by statute or otherwise at Laws.

(10) The Corporation agrees that, in any event, no Indemnified Party shall have any liability (either direct or indirect, in contract or tort or otherwise) to the Corporation, or any person asserting claims on their behalf, except to the extent that any losses, expenses, claims, actions, damages or liabilities incurred by the Corporation are determined by a court of competent jurisdiction in a final judgement (in a proceeding in which an Indemnified Party is named as a party) that has become non-appealable to have resulted from the material breach of this Agreement, breach of applicable laws, gross negligence, wilful misconduct or a fraudulent act of such Indemnified Party.

(11) The Corporation agrees to reimburse the Indemnified Parties monthly for time spent by such Indemnified Party's personnel in connection with any Claim at their normal per diem rates. The Corporation also agrees that if any action, suit, proceeding or claim shall be

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brought against, or an investigation commenced in respect of the Corporation, and the Underwriters or Selling Firm, or personnel of such Underwriters or Selling Firm shall be required to testify, participate or respond in respect of or in connection with the engagement of such Underwriters, each such Indemnified Party shall have the right to employ its own counsel in connection therewith and the Corporation will reimburse such Indemnified Party monthly for the reasonable time spent by its personnel in connection therewith at their normal per diem rates together with the reasonable and documented fees and disbursements of its counsel and any other reasonable and documented out-of-pocket expenses as may be incurred.

(12) If the Underwriters have reason to believe that a claim for contribution may arise, they shall give the Corporation prompt notice thereof in writing, but failure to notify the Corporation shall not relieve, except to the extent the Corporation is materially prejudiced thereby or would result in a material increase in the amount to be contributed by the Corporation, the Corporation of any obligation which it may have to the Underwriters under this Section 14.

(13) With respect to this Section 14, the Corporation hereby acknowledges and agrees that the Underwriters are contracting on their own behalf and as agents for their affiliates and the respective directors, officers, partners, employees, shareholders and agents of the Underwriters and their affiliates and accordingly the Corporation hereby constitutes the Underwriters as trustees for each person who is entitled to the covenants of the Corporation contained in this Section 14 and is not a party hereto and the Underwriters agree to accept such trust and to hold in trust for and to enforce such covenants on behalf of such persons.

Section 15 Expenses of the Offering.

Whether or not the Offering is completed, the Corporation shall be responsible for all expenses incurred in connection with the Offering and the Underwriters' reasonable and documented out-of-pocket expenses and fees in connection with the Offering, including, but not limited to (i) the fees and disbursements of accountants and auditors, technical and industry consultants, investor relations firms, translators and other applicable experts; (ii) all costs and expenses related to roadshows and marketing activities (including roadshow consultants), printing, filing, distribution, stock exchange approval, rating agency compliance and other regulatory compliance; and (iii) other out-of-pocket expenses of the Underwriters, including, but not limited to, reasonable and documented fees and disbursements of the Underwriters' Canadian and U.S. legal counsel, in each case in accordance with Section 12 of the engagement letter between the Corporation and the Co-Lead Underwriters dated March 31, 2025 (the "Engagement Letter"). In addition, all fees and expenses referred to in this Section 15 shall be payable (plus any applicable taxes) by the Corporation within five Business Days of receipt by the Corporation of an invoice for such fees and expenses from the Co-Lead Underwriters.

Section 16 Obligations of the Underwriters to be Several.

(1) Subject to the terms and conditions of this Agreement, the obligation of the Underwriters to purchase the Subscription Receipts (including any Additional Purchased Subscription Receipts if the Over-Allotment Option is exercised) will be several only (and not joint or joint and several) and shall be limited to the percentages of the aggregate number of Subscription Receipts set out opposite the name of the Underwriters respectively below:

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Canaccord Genuity Corp.	40.00%
Roth Canada, Inc.	35.00%
Scotia Capital Inc.	10.00%
Cormark Securities Inc.	7.50%
Ventum Financial Corp.	7.50%
Total	100%

(2) If for any reason one or more Underwriters (each, a "Refusing Underwriter") does not complete the purchase and sale of the Subscription Receipts at the Closing Time or the Over-Allotment Closing Time, as applicable, which such Underwriter(s) has agreed to purchase under this Agreement (other than in accordance with this Section 16) (the "Defaulted Subscription Receipts"), the Co-Lead Underwriters may delay the Closing Date or the Over-Allotment Closing Time, as applicable, for not more than five (5) Business Days and if the number of Defaulted Subscription Receipts to be purchased by the Refusing Underwriter(s) is less than 10.0% of the Purchased Subscription Receipts the Corporation shall have the option to require the remaining Underwriters (the "Continuing Underwriters") to purchase all but not less than all of the Defaulted Subscription Receipts pro rata according to the number of Purchased Subscription Receipts to have been acquired by the Continuing Underwriters under this Agreement or in any proportion agreed upon, in writing, by the Continuing Underwriters.

If the number of Defaulted Subscription Receipts to be purchased by the Refusing Underwriter(s) is 10.0% or more of the Purchased Subscription Receipts, the Corporation shall not have the option to require the Continuing Underwriters to purchase the Defaulted Subscription Receipts and:

(a) the Continuing Underwriters will not be obliged to purchase any of the Purchased Subscription Receipts;

(b) the Corporation will not be obliged to sell less than all of the Purchased Subscription Receipts;

(c) the Corporation shall have the option to terminate its obligations under this Agreement, in which event there will be no further liability hereunder on the part of the Corporation or the Continuing Underwriters, except pursuant to the provisions of Section 14 and Section 15; and

(d) any liability of the Refusing Underwriter for breach of this Agreement will remain.

Section 17 Actions on Behalf of the Underwriters.

Except with respect to Section 13 and Section 14 of this Agreement, all transactions, notices and waivers on behalf of the Underwriters under this Agreement or contemplated by this Agreement may be carried out or given on behalf of the Underwriters by the Co-Lead Underwriters and, where practicable, the Co-Lead Underwriters will in good faith discuss with the other Underwriters the nature of any of the transactions, notices and waivers prior to giving effect to them or the delivery of them, as the case may be. The Corporation may rely entirely on any such transaction, notice or waiver as binding all Underwriters.

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Section 18 Restriction on Further Issuances and Sales

During the period beginning on the Closing Date and ending on the date that is 90 days after the Closing Date, the Corporation agrees that it shall not, directly or indirectly, without the prior written consent of the Co-Lead Underwriters, such consent not to be unreasonably withheld, conditioned or delayed, on behalf of all of the Underwriters, issue, sell, offer, grant an option or right in respect of (or agree to or publicly announce any intention to do any of the foregoing) any additional Common Shares or any securities convertible or exchangeable into Common Shares (including without limitation by making any short sale, engaging in any hedging, monetization or derivative transaction or entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares or securities convertible into, exchangeable for, or otherwise exercisable into the Common Shares), by way of private placement or otherwise, other than:

(a) pursuant to the Offering;

(b) pursuant to the grant of options or grants under other security-based compensation arrangements in the ordinary course to directors, executive officers, employees or consultants, and any issuance of securities upon their exercise or settlement;

(c) pursuant to the exercise of options, warrants or other convertible securities or awards under security-based compensation arrangements, in each case outstanding at the date of the Prospectus or as disclosed in the Prospectus;

(d) pursuant to obligations of the Corporation in respect of agreements in force as of the date of this Agreement, including, for greater certainty, the Acquisition Agreement;

(e) in connection with any arm's length property acquisition transaction or other corporate acquisitions by the Corporation in the normal course of business; or

(f) pursuant to the Convertible Notes Financing, including, for greater certainty, the issuance of the Common Shares upon conversion of the convertible notes.

Section 19 Survival of Representations, etc.

The representations, warranties, obligations and agreements of the Corporation contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Offered Securities shall survive the purchase of the Offered Securities and shall continue in full force and effect for a period ending on the latest date under each of: (a) applicable Canadian Securities Laws that a holder of the Offered Securities may be entitled to commence an action or exercise a right of rescission with respect to a misrepresentation contained in the Prospectus, and (b) applicable U.S. Laws that a holder of the Offered Securities may be entitled to commence an action with respect to an untrue statement of a material fact contained in the U.S. Placement Memorandum and any Supplementary Material or an omission to state in the U.S. Placement Memorandum or any Supplementary Material a material fact that is necessary to make a statement contained in the U.S. Placement Memorandum or the Supplementary Material, in light of the circumstances in which it was made, not misleading (other than in respect of the indemnification obligations of the Corporation set forth in Section 14 or in respect of any Claim that may be pending at that time with respect to any representation, warranty, obligation or agreement of the Corporation contained in this Agreement

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and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Offered Securities, which in each case shall survive indefinitely) and, in each case, shall continue in full force and effect unaffected by any subsequent disposition of the Offered Securities by the Underwriters or the termination of the Underwriters' obligations and shall not be limited or prejudiced by any investigation made by or on behalf of the Underwriters in connection with the preparation of the Offering Documents or the distribution of the Offered Securities.

Section 20 Notice.

(1) Unless herein otherwise expressly provided, any notice, request, direction, consent, waiver, extension, agreement or other communication (a “Communication”) that is or may be given or made hereunder shall be in writing addressed as follows:

(a) in the case of the Corporation:

Tiny Ltd.
Suite 1800 – 510 West Georgia Street
Vancouver, BC V6B 0M3

Attention: Jordan Taub
Email Address: [REDACTED – Personal Information]

with a copy in the case of a Communication to the Corporation to:

Norton Rose Fulbright Canada LLP
222 Bay Street, Suite 3000, P.O. Box 53
Toronto, ON M5K 1E7

Attention: Kristopher Miks & Evelyn Li
Email Address: [email protected] & [email protected]

(b) in the case of Canaccord:

Canaccord Genuity Corp.
40 Temperance St. Suite 2100
Toronto, ON M5H 0B4

Attention: Myles Hiscock
Email Address: [REDACTED – Personal Information]

Roth Canada, Inc.
130 King Street West, Suite 1921
Toronto, ON M5X 2A2

Attention: Michael Tait
Email Address: [REDACTED – Personal Information]

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(d) in the case of Scotia:

18th Floor – 650 West Georgia Street
Vancouver, BC V6B 4N9

Attention: Jordan Huang
Email Address: [REDACTED – Personal Information]

(e) in the case of Cormark:

200 Bay Street, Suite 1800
Toronto, ON M5J 2J2

Attention: Peter Charton
Email Address: [REDACTED – Personal Information]

(f) in the case of Ventum:

181 Bay Street, Suite 2500
Toronto, ON M5J 2T3

Attention: Asad Said
Email Address: [REDACTED – Personal Information]

with a copy in the case of Communication to any of the Underwriters to:

Blake, Cassels & Graydon LLP
199 Bay Street, Suite 4000
Toronto, ON M5L 1A9

Attention: Tim Andison & Liam Churchill
Email Address: [email protected] & [email protected]

or to such other address as any of the parties may designate by notice given to the others.

(2) Each Communication shall be personally delivered to the addressee or sent by electronic mail to the addressee and a Communication which is personally delivered or delivered by electronic mail shall, if delivered before 5:00 p.m. (Toronto time) on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered.

Section 21 Underwriters’ Activities.

Nothing in this Agreement or the nature of the services to be provided by the Underwriters will be deemed to create a fiduciary or agency relationship between any of the Underwriters and the Corporation or their security holders, creditors, employees or any other party, as applicable. The Corporation acknowledges and understands that: (a) the Underwriters may act as traders of, and dealers in, securities both as principal and on behalf of clients and that in the ordinary course of its trading and dealing activities, any of the Underwriters and their affiliates at any time may hold long or short positions in the securities of the Corporation or any of its respective related

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entities and, from time to time, may have executed or may execute transactions on behalf of such persons; (b) any of the Underwriters may conduct research on securities and may, in the ordinary course of business, provide research reports and investment advice to clients on investment matters, including with respect to any such person and/or the offering of Offered Securities; and (c) the Underwriters or their controlling shareholders may extend loans or provide other financial services in the ordinary course of business to any such person (collectively, "Bank Business"). The Corporation agrees not to seek to restrict or challenge the ability of any of the Underwriters or their affiliates to conduct Bank Business.

The Corporation acknowledges that none of the Underwriters is advising the Corporation or any other person related to them as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Corporation should consult with its own advisors concerning such matters and be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters have no liability to Corporation with respect thereto.

In performing its responsibilities under this Agreement, each of the Underwriters may use the services of its affiliates provided that it will be responsible for ensuring that such affiliates comply with the terms of this Agreement and Canadian Securities Laws.

Section 22 No Advisory or Fiduciary Responsibility.

The Corporation hereby acknowledges that (a) the purchase and sale of the Subscription Receipts pursuant to this Agreement is an arm's-length commercial transaction between the Corporation, on the one hand, and each of the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Corporation, and (c) the Corporation's engagement of the Underwriters in connection with the Offering and the process leading up to the Offering is as independent contractors and not in any other capacity. Furthermore, the Corporation agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Corporation on related or other matters). The Corporation agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Corporation, in connection with the Offering or the process leading thereto.

Section 23 Governing Law.

This Agreement shall be governed and construed in accordance with the Laws of the Province of British Columbia and the Laws of Canada applicable therein and shall be treated in all respects as a British Columbia contract. Each party hereby irrevocably submits to the nonexclusive jurisdiction of the courts of British Columbia with respect to any matter arising hereunder or related hereto.

Section 24 Time.

Time shall be of the essence of this Agreement.

Section 25 Headings.

Headings are inserted for convenience of reference only and shall not affect the interpretation of this Agreement.

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Section 26 Successors and Assigns.

This Agreement shall ensure to the benefit of and be binding upon the parties and their respective successors (including any successor by reason of amalgamation or statutory arrangement) and permitted assigns and upon the heirs, executors, legal representatives, successors and permitted assigns of those for whom the Underwriters are contracting pursuant to Section 14(13). No party shall assign any of its rights or obligations hereunder without the prior written consent of the other parties hereto.

Section 27 Severability.

If any provision of this Agreement is determined to be void or unenforceable in whole or in part, such void or unenforceable provision shall not affect or impair the validity of any other provision of this Agreement and shall be severable from this Agreement.

Section 28 Public Announcements.

Subject to the Corporation's obligations under applicable Laws, the Corporation agrees that it shall not make any public announcements regarding the transactions contemplated hereunder without the prior written consent of the Co-Lead Underwriters, on behalf of the Underwriters, such consent not to be unreasonably withheld. The Corporation agrees that, following the Closing, the Co-Lead Underwriters may place "tombstone" and other advertisements relating to their role in connection with the Offering in financial, news or business publications. Without limiting any of the foregoing, if requested by the Co-Lead Underwriters, the Corporation will include a mutually acceptable reference to the Co-Lead Underwriters in any press release made by the Corporation regarding the matters described in this Agreement.

Section 29 Entire Agreement.

This Agreement and the other documents referred to in this Agreement constitute the entire agreement among the Underwriters and the Corporation relating to the subject matter of this Agreement and supersede all prior agreements among those parties with respect to their respective rights and obligations in respect of the transactions contemplated under this Agreement other than paragraph 12 of the Engagement Letter and those other sections of the Engagement Letter that by its terms continue following execution of this Agreement.

Section 30 Counterparts.

This Agreement may be executed by the parties to this Agreement in counterpart and may be executed and delivered by email in PDF and all such counterparts and electronic copies shall constitute one and the same agreement.

[Remainder of page left intentionally blank; signature pages follow.]

If this Agreement accurately reflects the terms of the transactions which we are to enter into and are agreed to by you, please communicate your acceptance by executing the enclosed copies of this Agreement where indicated and returning them to us.

Yours very truly,

CANACCORD GENUITY CORP.

By: (Signed) "Myles Hiscock"
Name: Myles Hiscock
Title: Managing Director, Head of Canadian Technology Investment Banking

ROTH CANADA, INC.

By: (Signed) "Michael Tait"
Name: Michael Tait
Title: Managing Director, Head of Investment Banking

SCOTIA CAPITAL INC.

By: (Signed) "Jordan Huang"
Name: Jordan Huang
Title: Director, Global Investment Banking

CORMARK SECURITIES INC.

By: (Signed) "Peter Charton"
Name: Peter Charton
Title: Vice Chairman, Investment Banking

Signature Page – Underwriting Agreement

VENTUM FINANCIAL CORP.

By: (Signed) "Asad Said"
Name: Asad Said
Title: Managing Director, Head of Capital Markets, Eastern Canada

The foregoing offer is accepted and agreed to by the undersigned as of the date of this letter first written above.

TINY LTD.

By: (Signed) "Jordan Taub"
Name: Jordan Taub
Title: Chief Executive Officer

Signature Page – Underwriting Agreement

A - 1

Schedule “A”
Material Subsidiaries

Name of Material Subsidiary	Jurisdiction of Incorporation or Formation	Corporation’s Ownership Percentage as of the date of this Agreement
Beam Digital Ltd.	British Columbia	100%
Dribbble Holdings Ltd.	British Columbia	74.49%
WeCommerce Holdings LP	British Columbia	100%

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Schedule "B"

United States Offers and Sales

As used in this schedule, capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the underwriting agreement to which this schedule is annexed and the following terms shall have the meanings indicated:

Directed Selling Efforts	means “directed selling efforts” as that term is defined in Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “B”, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Securities, and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of any of the Offered Securities;
Foreign Issuer	means a “foreign issuer” as that term is defined in Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “B”, it means any issuer which is: (a) the government of any country other than the United States or of any political subdivision of a country other than the United States; or (b) a corporation or other organization incorporated or organized under the Laws of any country other than the United States, except an issuer meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States;
General Solicitation or General Advertising	means “general solicitation or general advertising”, as used under Rule 502(a) of Regulation D under the U.S. Securities Act, including any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television or Internet, or any seminar or meeting whose attendees had been invited by “general solicitation or general advertising”;
Offshore Transaction	means “offshore transaction” as that term is defined in Rule 902 of Regulation S;
Regulation D	means Regulation D adopted by the SEC pursuant to the U.S. Securities Act;
Regulation S	means Regulation S adopted by the SEC pursuant to the U.S. Securities Act;
Substantial U.S. Market Interest	means “substantial U.S. market interest” as that term is defined in Regulation S;

U.S. Affiliate	means a U.S. registered broker-dealer affiliate of any Underwriter;
U.S. Investment Company Act	means the United States Investment Company Act of 1940, as amended; and
U.S. Person	means a “U.S. Person” as that term is defined in Rule 902 of Regulation S.

Representations, Warranties and Covenants of the Underwriters

Each of the Underwriters, on its own behalf and on behalf of its U.S. Affiliate, severally but not jointly acknowledges that the Offered Securities have not been and will not be registered, nor is there any present intention to register the Offered Securities, under the U.S. Securities Act or any U.S. state securities laws and may not be offered, sold or otherwise transferred, directly or indirectly, to any person within the United States, or to any U.S. Person, except and solely pursuant to and in satisfaction of an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, each of the Underwriters, on its own behalf and on behalf of its U.S. Affiliate, severally but not jointly represents, warrants and covenants to the Corporation that:

It and its U.S. Affiliate are a Qualified Institutional Buyer.
It and its U.S. Affiliate have offered and sold, and will offer and sell, the Offered Securities forming part of its allotment only in an Offshore Transaction in full compliance with Rule 903 of Regulation S or as provided in paragraphs 3 through 15 below. Accordingly, neither the Underwriter, its affiliates, including its U.S. Affiliate, and any person acting on its or their behalf, has made or will make any Directed Selling Efforts or (i) any offer to sell or any solicitation of an offer to buy, any of the Offered Securities to any person in the United States or any U.S. Person, except as expressly permitted by this Schedule "B", or (ii) any sale of Offered Securities to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or the Underwriter, its affiliates, including its U.S. Affiliate, and any person acting on its or their behalf reasonably believed (based on its reasonable investigation and inquiry) that such purchaser was outside the United States.
It will not offer or sell Offered Securities in the United States or to any U.S. Person except that it may offer or sell Offered Securities to (i) Qualified Institutional Buyers, but in each case in compliance at all times with Rule 144A and (ii) U.S. Accredited Investors in compliance with Rule 506(b) in each case in the manner contemplated in this Schedule "B".
It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities, except with its affiliates, including its U.S. Affiliate, any selling group members or with the prior written consent of the Corporation (which consent may be withheld by the Corporation in its sole discretion). It shall require its U.S. Affiliate and each selling group member to agree in writing, for the benefit of the Corporation, to fully comply with, and shall cause its U.S. Affiliate and use its commercially reasonable efforts to ensure that each selling group member complies with, the same provisions of this Schedule "B" that apply to such Underwriter as if such provisions applied to such selling group member.

The Underwriter's U.S. Affiliate is, and will be on the date of each offer and sale of the Offered Securities in the United States, duly registered as a broker-dealer pursuant to section 15(b) of the U.S. Exchange Act and under the securities Laws of each state in which such offers and sales of Offered Securities were or will be made (unless exempted from the respective state's brokers-dealer Offered Securities requirements) and are and will be members in good standing with the Financial Industry Regulatory Authority, Inc. All offers to sell, solicitations of offers to buy and sales of Offered Securities in the United States were made and will be made in compliance with all applicable United States federal and state broker-dealer requirements.
All offers of Offered Securities in the United States have been and will be made through the Underwriter's U.S. Affiliate and all sales of the Offered Securities in the United States shall be made if to (i) a Qualified Institutional Buyer pursuant to Rule 144A or (ii) a U.S. Accredited Investor pursuant to Rule 506(b), and in transactions at all times exempt from registration under any applicable U.S. state securities laws, by one of the Underwriters, acting as principal, through its U.S. Affiliate.
The Underwriter's U.S. Affiliate has not, either directly or indirectly (including through a person acting on its or their behalf), solicited and will not solicit offers for, and have not offered to sell and will not offer to sell, Offered Securities in the United States or to any U.S. Person by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
Any offer, sale or solicitation of an offer to buy Offered Securities that has been made or will be made in the United States, was or will be made only to Qualified Institutional Buyers and U.S. Accredited Investors, in each case, in transactions that are exempt from registration under the U.S. Securities Act and any applicable U.S. state securities laws and in accordance with any applicable U.S. federal and state laws or regulations governing the registration or conduct of securities brokers or dealers.
Immediately prior to soliciting such offerees, the Underwriter, its affiliates, including its U.S. Affiliate, and any person acting on its or their behalf had reasonable grounds to believe and did believe that each offeree was a Qualified Institutional Buyer or U.S. Accredited Investor, as applicable, and at the time of completion of each sale to a person in the United States, the Underwriter, its affiliates, including its U.S. Affiliate, and any person acting on its or their behalf will have reasonable grounds to believe and will believe, that each purchaser purchasing the Offered Securities from such Underwriter or its U.S. Affiliate is a Qualified Institutional Buyer or U.S. Accredited Investor, as applicable.
All purchasers of Offered Securities in the United States shall be informed that the Offered Securities have not been and will not be registered under the U.S. Securities Act and the Offered Securities are being offered and sold to such purchasers in reliance on an exemption from the registration requirements of the U.S. Securities Act.
With respect to Offered Securities offered in reliance on Rule 506(b), neither the Underwriter nor its affiliates (including its U.S. Affiliate) (collectively, the "Regulation D Underwriter"), any general partner or managing member of the Regulation D Underwriter, any director, executive officer or other officer of the Regulation D Underwriter participating in the offering of the Offered Securities or general partner or managing member of the Regulation D Underwriter or any officer, employee or agent of the Regulation D Underwriter or general partner or managing member of the Regulation D Underwriter that

B - 3

have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the offer and sale of any Offered Securities (each, a “Regulation D Underwriter Covered Person” and collectively, the “Regulation D Underwriter Covered Persons”) is subject to any Disqualification Event. Each Regulation D Underwriter will notify the Corporation in writing, prior to any offer or sale of Offered Securities to, or for the account or benefit of, a person in the United States or a U.S. Person of (i) any Disqualification Event relating to any Regulation D Underwriter Covered Person, and (ii) any event that would, with the passage of time, become a Disqualified Event relating to any Regulation D Underwriter Covered Person. As of the Closing Date, the Underwriter is not aware of any person (other than any Regulation D Underwriter Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the offer and sale of any Offered Securities pursuant to Rule 506(b).

Each offeree that is in the United States shall be provided prior to the time of purchase of Offered Securities a copy of the U.S. Placement Memorandum and each purchaser of Offered Securities that is in the United States shall be provided with a copy of the U.S. Placement Memorandum. None of the Underwriter, its affiliates, including its U.S. Affiliate, and any person acting on its or their behalf has used nor will use any written material other than the Offering Documents in connection with offers and sales of Offered Securities in the United States.
At least one business day prior to the time of delivery, the Corporation and its transfer agent will be provided with a complete and correct list of all purchasers in the United States.
Neither the Underwriter, its affiliates, including its U.S. Affiliate, or any person acting on its behalf (other than the Corporation, its affiliates and any person acting on their behalf, as to which no representation is made) has taken or will take, directly or indirectly, any action in violation of, or any action which could reasonably be expected to result in any violation of, Regulation M under the U.S. Exchange Act.
Prior to any sale of the Offered Securities in the United States, it (or its U.S. Affiliate) will obtain from each purchaser in the United States that is a Qualified Institutional Buyer an executed QIB Purchaser's Letter in the form set forth as Exhibit C to the U.S. Placement Memorandum and deliver such letters to the Corporation prior to the Closing Time.
Prior to any sale of the Offered Securities in the United States, it (or its U.S. Affiliate) will obtain from each purchaser in the United States that is a U.S. Accredited Investor an executed Accredited Investor Questionnaire in the form set forth as Exhibit B to the U.S. Placement Memorandum and deliver such letters to the Corporation prior to the Closing Time.
At the Closing Time, the Underwriter (together with its U.S. Affiliate) that participated in the offer or sale of Offered Securities in the United States will provide the Corporation with a certificate, substantially in the form of Annex I to this Schedule "B", relating to the manner of the offer and sale of the Offered Securities in the United States, or will be deemed to have represented and warranted for the benefit of the Corporation that neither it nor its U.S. Affiliate offered or sold Offered Securities in the United States.

B - 4

Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants, covenants and agrees that:

The Corporation is a Foreign Issuer and reasonably believes there is currently no Substantial U.S. Market Interest with respect to the Offered Securities.
The Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may be offered, sold and transferred only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws, and in accordance with the provisions of this Schedule "B".
The Corporation is not, and as a result of the sale of the Offered Securities contemplated hereby will not be, an open-end investment company, a unit investment trust or a face-amount certificate company registered or required to be registered or a closed end investment company required to be registered, but not registered under the U.S. Investment Company Act.
Except with respect to sales in accordance with this Schedule "B" to Qualified Institutional Buyers and U.S. Accredited Investors, in each case, in reliance upon an exemption from registration available under the U.S. Securities Act, neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, their respective affiliates or any person acting on their behalf, in respect of which no representation is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to a person in the United States; or (B) any sale of Offered Securities unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States or (ii) the Corporation, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States.
During the period in which the Offered Securities are offered for sale, neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, their respective affiliates, including the U.S. Affiliates, or any person acting on their behalf, in respect of which no representation is made) has engaged in or will engage in any Directed Selling Efforts, or has taken or will take any action in violation of, or could reasonably be expected to result in a violation of, Regulation M under the U.S. Exchange Act or that would cause the exemptions afforded by Rule 144A or Section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of Offered Securities in the United States in accordance with this Schedule "B", or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Securities outside the United States in accordance with this Agreement.
None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriters, their respective affiliates or any person acting on their behalf, in respect of which no representation is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, the Offered Securities in the United States by means of any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

B - 5

Except with respect to the offer and sale of the Offered Securities offered hereby, the Corporation has not, for a period of six months prior to the commencement of the offering of the Offered Securities, knowingly sold, offered for sale or solicited any offer to buy any of its securities in the United States in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemptions from registration set forth in Rule 144A or Section 4(a)(2) of the U.S. Securities Act to become unavailable with respect to the offer and sale of the Offered Securities.
None of the Offered Securities is part of a class listed on a national securities exchange registered under Section 6 of the U.S. Exchange Act, quoted in an automated interdealer system in the United States, or convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A under the U.S. Securities Act) of less than ten percent for securities so listed or quoted.

B - 6

B - 7

ANNEX I TO SCHEDULE “B” UNDERWRITER'S CERTIFICATE

In connection with the private placement in the United States of Offered Securities of the Corporation pursuant to the Underwriting Agreement, the undersigned Underwriter and its U.S. Affiliate, do hereby certify as follows:

(1) [Name of U.S. Affiliate] (the "U.S. Affiliate") is on the date hereof, and was at the time of each offer and sale of Offered Securities in the United States made by it, a duly registered broker or dealer under the U.S. Exchange Act and all applicable U.S. state securities Laws (unless exempted from the respective state's broker-dealer registration requirements), is and was a member of and is in good standing with the Financial Industry Regulatory Authority, Inc. on the date hereof and the date of each offer and sale of Offered Securities by it;

(2) the U.S. Affiliate provided each offense in the United States to which it Offered Securities with a complete and correct copy of the U.S. Placement Memorandum, and provided each purchaser of Offered Securities in the United States with a complete and correct copy of the U.S. Placement Memorandum, and no other written material (other than the Offering Documents) has been or will be used in connection with offers and sales of Offered Securities in the United States by it;

(3) immediately prior to transmitting the U.S. Placement Memorandum to such offerees and purchasers, it had reasonable grounds to believe and did believe, based on its own reasonable inquiries and investigation, that each such offense and purchaser was (i) a Qualified Institutional Buyer (or in the case of Canaccord and its U.S. affiliate only, a Substituted Purchaser) and, on the date hereof, it continues to believe that each such offense or purchaser purchasing Offered Securities from it is a Qualified Institutional Buyer or (ii) a U.S. Accredited Investor and, on the date hereof, it continues to believe that each such offense or purchaser purchasing Offered Securities from it is a U.S. Accredited Investor;

(4) all offers and sales of Offered Securities in the United States have been effected in accordance and full compliance with all applicable U.S. federal and state broker-dealer requirements;

(5) it has not taken and will not take any action that would constitute, or could reasonably be expected to constitute, a violation of Regulation M under the U.S. Exchange Act in connection with offers and sales of the Offered Securities;

(6) no form of General Solicitation or General Advertising was used by it in connection with the offers and sales of the Offered Securities in the United States;

(7) no Directed Selling Efforts were engaged in by it with respect to the offer or sale of the Offered Securities in the United States;

(8) prior to any sale of Offered Securities by it to a purchaser in the United States, it caused each such purchaser thereof to execute the QIB Purchaser's Letter in the form set forth as Exhibit I to the U.S. Placement Memorandum and delivered such executed letters to the Corporation; and

(9) all offers and sales of the Offered Securities have been conducted by it in accordance with the terms of the Underwriting Agreement, including Schedule “B” thereto.

Terms used in this certificate have the meanings given to them in the Underwriting Agreement (including Schedule “B” attached thereto) unless defined herein.

DATED as of this ______ day of [●], 2025.

[NAME OF UNDERWRITER]
By: _________
Authorized Signing Officer

[NAME OF U.S. AFFILIATE]
By: _________
Authorized Signing Officer

B - 8

Schedule "C"
Form of Lock-Up Agreement

Canaccord Genuity Corp. ("Canaccord")
Roth Canada Inc. ("Roth" and, collectively with Canaccord, the "Co-Lead Underwriters")

c/o

Canaccord Genuity Corp.
40 Temperance St. Suite 2100
Toronto, ON M5H 0B4
Attention: Myles Hiscock

Roth Canada Inc.
130 King Street West, Suite 1921
Toronto, ON M5X 2A2
Attention: Michael Tait

Re: Offering of Subscription Receipts of Tiny Ltd. (the "Corporation")

The undersigned understands that the Corporation has entered into an underwriting agreement (the "Underwriting Agreement") with the Co-Lead Underwriters and the other underwriters party thereto (collectively, with the Co-Lead Underwriters, the "Underwriters") relating to the offering (the "Offering") of subscription receipts (the "Subscription Receipts") of the Corporation. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

Each Subscription Receipt entitles the holder to receive, without any further action on the part of such holder and without payment of additional consideration, upon the Acquisition Closing Time and subject to the terms of the Subscription Receipt Agreement and the Warrant Indenture, as applicable, and as described in the Prospectus Supplement, (i) one fully paid and non-assessable Class A common share in the capital of the Corporation (a "Common Share") and (ii) one-half of one Class A common share purchase warrant (each such whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire, upon the exercise of such Warrant (including payment to the Corporation of the exercise price thereof), one Common Share.

The undersigned is an executive officer or director of the Corporation who, or who may, from time to time, beneficially own(s) or exercise(s) control over, directly or indirectly: (i) Common Shares or other equity securities of the Corporation; or (ii) securities convertible or exchangeable for or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation (collectively, the "Locked-Up Securities"). The undersigned understands that it is a condition of the completion of the purchase by the Underwriters of the Subscription Receipts pursuant to the Underwriting Agreement that each of the Corporation's directors and certain of the Corporation's executive officers enter into an agreement in the form of this lock-up agreement (this "Agreement"). The undersigned acknowledges that the Underwriters are relying on the covenants of the undersigned contained in this Agreement in having decided to participate in the Offering and to enter into the Underwriting Agreement with the Corporation with respect to the Offering. This Agreement shall automatically terminate upon the expiration of the Restricted Period. No termination of this Agreement shall relieve any party from liability for any breach of any provision of this Agreement that occurred prior to such termination.

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In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees that, during the period beginning on the date of this Agreement and ending on the day that is the 90th calendar day following the closing date of the Offering (the "Restricted Period"), the undersigned will not, directly or indirectly, without the prior written consent of the Co-Lead Underwriters, on behalf of the Underwriters, which consent will not be unreasonably withheld, conditioned or delayed:

(a) sell, offer to sell, contract to sell, grant any option, warrant or other right to purchase or agreement to issue, offer or sell or otherwise lend, transfer, assign or dispose of (including, without limitation, by making any short sale, engaging in any hedging, monetization or derivative transaction or entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Locked-Up Securities, whether or not cash settled), in a public offering or by way of private placement or otherwise, any Locked-Up Securities;

(b) secure or pledge any Locked-Up Securities; or

The foregoing paragraphs shall not apply to:

(A) transfers or other dispositions to Members of the Immediate Family (as defined below) of the undersigned or any Persons (as defined below) controlled, directly or indirectly, by, or under common control with, the undersigned, including transfers occurring by operation of law in connection with transactions arising as a result of the death or incapacitation of the undersigned, in all cases provided the recipient thereof agrees in writing for the benefit of the Co-Lead Underwriters to be bound by the terms of this Agreement;

(B) the exercise of stock options or other similar awards granted pursuant to any equity incentive plans of the Corporation or the vesting or settlement of awards granted pursuant to any equity incentive plans of the Corporation (including the delivery and receipt of Locked-Up Securities, other awards or any securities convertible, exchangeable or exercisable into Common Shares in connection with such vesting or settlement), provided that the foregoing restrictions shall apply to any of the undersigned's Locked-Up Securities issued or received upon such exercise, vesting or settlement;

(C) transfers of Locked-Up Securities from the undersigned to the Corporation (or the purchase and cancellation of same by the Corporation) upon a vesting event of the Corporation's securities or upon the exercise of options to purchase Common Shares by the undersigned, in each case on a "cashless" or "net exercise" basis, or to cover tax withholding obligations of the undersigned in connection with such vesting or exercise;

(D) the conversion, exercise or exchange of securities convertible, exercisable or exchangeable into Common Shares or other securities convertible, exercisable or exchangeable into Common Shares, provided that the Common Shares or other

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securities convertible, exercisable or exchangeable into Common Shares issuable thereunder will be subject to the foregoing restrictions;

(E) pursuant to a bona fide third party take over bid as defined in the Securities Act (British Columbia), an arrangement, amalgamation or similar transaction involving the acquisition by a third party of 50% or more of the voting power attached to the Corporation's outstanding voting securities, provided that in the event that the take over bid or such other transaction is not completed, any securities held by the undersigned shall remain subject to the restrictions contained in this Agreement;

(F) the pledge or hypothecation, or other granting of a security interest in, Locked-Up Securities to one or more banks or financial institutions as collateral or security pursuant to margin lending arrangements; provided, that the documentation relating to any such margin lending arrangement shall provide that the lenders shall not foreclose or otherwise transfer the Locked-Up Securities provided as collateral or security during the Restricted Period;

(G) solely with respect to paragraph (a) above, the exercise of any right with respect to, or the taking of any other action in preparation for, a registration by the Corporation of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, provided that no transfer of the undersigned's Locked-Up Securities that are proposed to be registered pursuant to the exercise of such rights under this clause (G) shall occur, and no prospectus or registration statement shall be filed and no public announcement made, in each case, in respect of the applicable securities, during the Restriction Period; and

(H) pursuant to the terms of any automatic securities disposition plan in effect on Closing Date; provided that the terms thereof shall not be amended while this Agreement is in force.

For purposes of clause (A) of this paragraph, "Person" shall mean any individual, partnership, corporation, company, association, trust, joint venture or limited liability company; and "Members of the Immediate Family" shall mean with respect to any individual, each parent (whether by birth or adoption), spouse, child (including any stepchild) or other descendants (whether by birth or adoption) of such individual, each spouse of any of the aforementioned Persons, each trust created solely for the benefit of such individual and/or one or more of the aforementioned Persons, and each legal representative of such individual or of any aforementioned Persons (including without limitation a tutor, curator, mandatory due to incapacity, custodian, guardian or testamentary executor), acting in such capacity under the authority of the law, an order from a competent tribunal, a will or a mandate in case of incapacity or similar instrument. For the purposes of this definition, a Person shall be considered the spouse of an individual if such Person is legally married to such individual, lives in a civil union with such individual or is the common law partner of such individual (as defined in the Income Tax Act (Canada), as amended from time to time). A Person who was the spouse of an individual within the meaning of this paragraph immediately before the death of such individual shall continue to be considered a spouse of such individual after the death of such individual.

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable in the Province of British Columbia. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement. This Agreement is irrevocable and will be binding on

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the undersigned and its successors, heirs, personal representatives and assigns, and will ensure to the benefit of the Co-Lead Underwriters, on behalf of the Underwriters, and their respective legal representatives, successors and assigns.

This Agreement constitutes the entire agreement and understanding between and among the parties with respect to the subject matter of this Agreement and supersedes any prior agreement, representation or understanding with respect to such subject matter. Unless otherwise specifically contemplated herein, this Agreement may not be changed, amended or modified, except with the express written consent of the undersigned and the Co-Lead Underwriters.

This Agreement may be executed in any number of counterparts, each of which when delivered, either in original or recorded electronic transmission, shall be deemed to be an original and all of which together shall constitute one and the same document.

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DATED ___, 2025.

Name
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Signature

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