Execution Version

SECURED CONVERTIBLE DEBENTURE INDENTURE

Made as of May 12, 2025

between

TINY LTD.

and

COMPUTERSHARE TRUST COMPANY OF CANADA

ARTICLE 1 INTERPRETATION

1.1 Definitions ... 1
1.2 Meaning of “Outstanding” ... 16
1.3 Interpretation ... 16
1.4 Headings, Etc. ... 17
1.5 Time of Essence ... 17
1.6 Monetary References ... 17
1.7 Invalidity, Etc. ... 17
1.8 Language ... 17
1.9 Successors and Assigns ... 17
1.10 Severability ... 17
1.11 Entire Agreement ... 18
1.12 Benefits of Indenture ... 18
1.13 Applicable Law and Attornment ... 18
1.14 Currency of Payment ... 18
1.15 Non-Business Days ... 18
1.16 Accounting Terms ... 18
1.17 Calculations ... 18
1.18 Lead Investor ... 19
1.19 Schedules ... 19

ARTICLE 2 THE DEBENTURES

2.1 Limit of Debentures ... 19
2.2 Form and Terms of Debentures ... 19
2.3 Issue of Global Debentures ... 23
2.4 Certification and Delivery of Additional Debentures ... 24
2.5 Non-Certificated Deposit ... 24
2.6 Execution of Debentures ... 26
2.7 Certification ... 26
2.8 Interim Debentures or Certificates ... 27
2.9 Mutilation, Loss, Theft or Destruction ... 27
2.10 Concerning Interest ... 27
2.11 Rank ... 28
2.12 Payments of Amounts Due on Maturity ... 28
2.13 U.S. Legend on the Debentures and Common Shares ... 28
2.14 Payment of Interest ... 29

ARTICLE 3 REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP

3.1 Definitive Debentures ... 31
3.2 Global Debentures ... 31
3.3 Transferee Entitled to Registration ... 34
3.4 No Notice of Trusts ... 34
3.5 Registers Open for Inspection ... 34
3.6 Exchanges of Debentures ... 34
3.7 Closing of Registers ... 35
3.8 Charges for Registration, Transfer and Exchange ... 35
3.9 Ownership of Debentures ... 35

ARTICLE 4 REDEMPTION AND PURCHASE OF DEBENTURES

4.1 Applicability of Article ... 36

4.2 Partial Redemption...36
4.3 Notice of Redemption...37
4.4 Debentures Due on Redemption Dates...37
4.5 Deposit of Redemption Monies...37
4.6 Failure to Surrender Debentures Called for Redemption...38
4.7 Cancellation of Debentures Redeemed...38
4.8 Deposit of Maturity Monies...38
4.9 Purchases by the Corporation...38

ARTICLE 5 GUARANTEES...39
5.1 Guarantees...39
5.2 Amalgamation of Guarantors...39
5.3 Release...39

ARTICLE 6 SECURITY FOR THE DEBENTURES...39
6.1 Security...39
6.2 Registration of Security...40
6.3 Ranking and Priority...40
6.4 Order of Payment...40
6.5 Obligation to Pay Not Impaired...40
6.6 Payment Priorities if Senior Indebtedness in Default...40
6.7 Confirmation of Subordination...41
6.8 Knowledge of Trustee...41
6.9 Trustee May Hold Senior Indebtedness...41
6.10 Rights of Holders of Senior Indebtedness Not Impaired...42
6.11 Altering the Senior Indebtedness...42
6.12 Additional Indebtedness...42
6.13 Right of Debentureholder to Convert Not Impaired...42
6.14 Invalidated Payments...42
6.15 Release of Security Interest...42

ARTICLE 7 CONVERSION OF DEBENTURES...43
7.1 Applicability of Article...43
7.2 Revival of Right to Convert...44
7.3 Manner of Exercise of Right to Convert...44
7.4 Prohibitions on Conversion...45
7.5 Adjustment of Conversion Price...45
7.6 Forced Conversion...51
7.7 No Requirement to Issue Fractional Common Shares...51
7.8 Corporation to Reserve Common Shares...51
7.9 Cancellation of Converted Debentures...51
7.10 Certificate as to Adjustment...51
7.11 Notice of Special Matters...52
7.12 Protection of Trustee...52

ARTICLE 8 CHANGE OF CONTROL PURCHASES...52
8.1 Change of Control Purchase...52

ARTICLE 9 COVENANTS OF THE CORPORATION...55
9.1 To Pay Principal, Premium (if any) and Interest...55

9.2 To Pay Trustee's Remuneration 55
9.3 To Give Notice of Default 55
9.4 Preservation of Existence, etc. 55
9.5 Keeping of Books 56
9.6 Certificate of Compliance 56
9.7 Performance of Covenants by Trustee 56
9.8 SEC Notice 56
9.9 No Dividends on Common Shares if Event of Default 56
9.10 Maintenance of Listing of Common Shares 57
9.11 No Listing of Debentures 57
9.12 Covenants as to Security 57
9.13 Notice of Change of Chief Executive Officer and Notice of Changes Affecting the Business of the Corporation 58
9.14 Securities Laws 58
9.15 Reporting 58
9.16 Repayment from Proceeds of Sale 59
9.17 Negative Covenants 59
9.18 Covenants Do Not Bind Other Subsidiaries 60

ARTICLE 10 DEFAULT 60

10.1 Events of Default 60
10.2 Action if Event of Default 61
10.3 Notice of Events of Default 61
10.4 Waiver of Default 61
10.5 Enforcement by the Trustee 62
10.6 No Suits by Debentureholders 63
10.7 Application of Monies by Trustee 63
10.8 Notice of Payment by Trustee 64
10.9 Trustee May Demand Production of Debentures 64
10.10 Remedies Cumulative 64
10.11 Judgment Against the Corporation 64
10.12 Immunity of Directors, Officers and Others 64

ARTICLE 11 SATISFACTION AND DISCHARGE 65

11.1 Cancellation and Destruction 65
11.2 Non-Presentation of Debentures 65
11.3 Repayment of Unclaimed Monies 65
11.4 Discharge 65
11.5 Satisfaction 66
11.6 Continuance of Rights, Duties and Obligations 67

ARTICLE 12 SUCCESSORS 67

12.1 Corporation may Consolidate, Etc., Only on Certain Terms 67
12.2 Successor Substituted 68

ARTICLE 13 MEETINGS OF DEBENTUREHOLDERS 69

13.1 Right to Convene Meeting 69
13.2 Notice of Meetings 69
13.3 Chairman 69
13.4 Quorum 69
13.5 Power to Adjourn 69
13.6 Show of Hands 70

13.7 Poll ... 70
13.8 Voting ... 70
13.9 Proxies ... 70
13.10 Persons Entitled to Attend Meetings ... 71
13.11 Powers Exercisable by Extraordinary Resolution ... 71
13.12 Meaning of "Extraordinary Resolution" ... 73
13.13 Powers Cumulative ... 73
13.14 Minutes ... 74
13.15 Binding Effect of Resolutions ... 74
13.16 Evidence of Rights of Debentureholders ... 74

ARTICLE 14 NOTICES ... 74
14.1 Notice to Corporation ... 74
14.2 Notice to Debentureholders ... 75
14.3 Notice to Trustee ... 75
14.4 Notice to Lead Investor ... 76
14.5 Mail Service Interruption ... 76

ARTICLE 15 CONCERNING THE TRUSTEE ... 76
15.1 Replacement of Trustee ... 76
15.2 Duties of Trustee ... 77
15.3 Reliance Upon Declarations, Opinions, etc. ... 77
15.4 Evidence and Authority to Trustee, Opinions, etc. ... 77
15.5 Officer's Certificates Evidence ... 78
15.6 Experts, Advisers and Agents ... 79
15.7 Trustee May Deal in Debentures ... 79
15.8 Investment of Monies Held by Trustee ... 79
15.9 Trustee Not Ordinarily Bound ... 79
15.10 Trustee Not Required to Give Security ... 80
15.11 Trustee Not Bound to Act on Corporation's Request ... 80
15.12 Conditions Precedent to Trustee's Obligations to Act Hereunder ... 80
15.13 Authority to Carry on Business ... 80
15.14 Compensation and Indemnity ... 80
15.15 Acceptance of Trust ... 81
15.16 Third Party Interests ... 81
15.17 Privacy Laws ... 82
15.18 Force Majeure ... 82
15.19 Anti-Money Laundering ... 82
15.20 Withholding Obligations ... 83
15.21 Concerning the Trustee ... 83

ARTICLE 16 SUPPLEMENTAL INDENTURES ... 83
16.1 Supplemental Indentures ... 83

ARTICLE 17 EXECUTION AND FORMAL DATE ... 84
17.1 Execution ... 84
17.2 Formal Date ... 84

SCHEDULE A - FORM OF DEBENTURE

SCHEDULE B - FORM OF REDEMPTION NOTICE

SCHEDULE C - FORM OF NOTICE OF CONVERSION

SCHEDULE D - FORM OF DECLARATION FOR REMOVAL OF LEGEND

SCHEDULE E - FORM OF GUARANTEE

SCHEDULE F - FORMS OF SECURITY DOCUMENTS

SCHEDULE G - FORMS OF GUARANTOR SECURITY AGREEMENTS

SCHEDULE H - APPROVED BANK

SECURED CONVERTIBLE DEBENTURE INDENTURE

THIS SECURED CONVERTIBLE DEBENTURE INDENTURE is made effective as of May 12, 2025.

BETWEEN:

TINY LTD., a corporation existing under the federal laws of Canada and having its registered office in Vancouver, British Columbia

(the "Corporation")

AND:

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company organized under the federal laws of Canada, having an office in Vancouver, British Columbia

(the "Trustee")

WHEREAS the Corporation wishes to create and issue the Debentures, in one or more tranches, in the manners and subject to the terms and conditions of this Indenture;

NOW THEREFORE THIS INDENTURE WITNESSES that in consideration of the respective covenants and agreements contained herein and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged), the Corporation and the Trustee (each, a "Party" and, together, the "Parties") covenant and agree, for the benefit of each other and for the equal and rateable benefit of the Debentureholders, as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Indenture and in the Debentures, unless there is something in the subject matter or context inconsistent therewith, the expressions following shall have the following meanings, namely:

(a) "this Indenture", "this Convertible Debenture Indenture", "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions refer to this Indenture and not to any particular Article, Section, subsection, clause, subdivision or other portion hereof and include any and every instrument supplemental or ancillary hereto;

(b) "Acquisition" means, with respect to any Person, any purchase or other acquisition, regardless of how accomplished or effected (including any such purchase or other acquisition effected by way of amalgamation, merger, arrangement, business combination or other form of corporate reorganization or by way of purchase, or other acquisition arrangements), of (a) any other Person (including any purchase or acquisition of such number of the issued and outstanding Equity Interests of, or such portion of an equity interest in, such other Person that such other Person becomes a Subsidiary of the purchaser or of any of its affiliates) or of all or substantially all of the property of any other Person, or (b) any division, business, operation, lands, premises, buildings, improvements, structures and appurtenant rights or undertaking or property of any other Person, provided that the acquisition by the Corporation or any other Obligor from time to time of limited partnership interests in Tiny Fund I (Canada) LP shall not be considered to be an Acquisition;

(c) “Additional Debentures” means additional Debentures issued under this Indenture following the initial issuance of Debentures hereunder;

(d) “Adjusted EBITDA” means EBITDA increased or decreased by: (a) any non-cash items, including share of loss from associates, gain on share transaction, loss on disposal of subsidiaries, gain on sale of intangibles, fair value (gain)/loss on investments, fair value on contingent consideration, (b) business acquisition and other transaction costs, share-based payments, impairment of non-financial assets and (c) any extraordinary, unusual or non-recurring items, including other (income)/ expense (relating to gain/loss on foreign exchange and other minor non-operating items), acquisition-related compensation, non-recurring severance expense, non-recurring project costs, and non-recurring professional fees and any other reasonable adjustments made to EBITDA, all as reported on Tiny’s consolidated financial statements, provided that the aggregate amount of any upward adjustment to EBITDA pursuant to this definition resulting from the add-back of cash items shall not exceed 20% of pre-adjustment EBITDA for the relevant period;

(e) “Applicable Securities Legislation” means applicable securities laws (including rules, regulations, policies and instruments) in each of the applicable provinces and territories of Canada;

(f) “Approved Bank” has the meaning ascribed hereto in Section 15.8;

(g) “Auditors of the Corporation” means an independent firm of chartered accountants duly appointed as auditors of the Corporation;

(h) “Beneficial Holder” means any Person who is the beneficial owner of a Debenture, as shown on a list or books maintained by a Depository Participant or the Depository;

(i) “Board” means the board of directors of the Corporation or any committee thereof;

(j) “Business Day” means any day other than a Saturday, Sunday or any other day that the banks in the City of Vancouver, British Columbia are not generally open for business;

(k) “CDS” means CDS Clearing and Depository Services Inc. and its successors in interest;

(l) “Change of Control” means: (i) any event as a result of or following which any Person, or group of Persons “acting jointly or in concert” within the meaning of applicable Canadian Securities Laws, other than any Permitted Holder, beneficially owns or exercises control or direction over an aggregate of more than 50% of the then outstanding Common Shares; (ii) the Corporation’s amalgamation, consolidation or merger with or into any other Person, any merger of another Person into the Corporation, unless the holders of voting securities of the Corporation immediately prior to such amalgamation, consolidation or merger hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such amalgamation, consolidation or merger; or (iii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation;

(m) “Change of Control Notice” has the meaning ascribed thereto in Section 8.1(a);

(n) “Change of Control Offer” has the meaning ascribed thereto in Section 8.1(a);

(o) “Change of Control Offer Expiry Date” has the meaning ascribed thereto in Section 8.1(a);

(p) “Change of Control Offer Price” has the meaning ascribed thereto in Section 8.1(a);

(q) "Change of Control Purchase Date" has the meaning ascribed thereto in Section 8.1(a);
(r) "Closing" means the Initial Closing and each subsequent closing of the sale of Debentures pursuant to a Written Direction;
(s) "Closing Date" means each date on which a Closing occurs;
(t) "Common Shares" means the Class A common shares in the capital of the Corporation, as such common shares are constituted on the date of execution and delivery of this Indenture; provided that in the event of a change or a subdivision, revision, reduction, combination or consolidation thereof; any reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up; or successive changes, subdivisions, redivisions, reductions, combinations or consolidations, reclassifications, capital reorganizations, consolidations, amalgamations, arrangements, mergers, sales or conveyances or liquidations, dissolutions or windings-up, then, subject to adjustments, if any, having been made in accordance with the provisions of Section 7.5, "Common Shares" shall, as the context may then require, mean the shares or other securities or property resulting from such change, subdivision, redivision, reduction, combination or consolidation, reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up;
(u) "Concurrent Equity Offering" means an offering by the Corporation, on a bought deal basis, of subscription receipts, each comprising one Common Share and one-half of one Common Share purchase warrant to be issued upon satisfaction of the Escrow Release Conditions, and the net proceeds of which are expected to be used to finance a portion of the cash component of the purchase price for the Serato Acquisition;
(v) "Corporation Security Agreements" means the security agreements to be entered into on or about the date hereof by the Corporation in favour of the Trustee for the benefit of the Debentureholders, the forms of which are attached as Schedule F hereto;
(w) "Conversion Notice" means a notice, in the form set out at Schedule C hereto, to be delivered by a Debentureholder in connection with any conversion of the Debentures pursuant to Section 7.3;
(x) "Conversion Price" means an initial conversion price of $1.50 per Common Share, subject to adjustment in accordance with the provisions of Article 7;
(y) "Corporation" means Tiny Ltd. and includes any successor to or of the Corporation that shall have complied with the provisions of Article 12;
(z) "Counsel" means a barrister or solicitor or firm of barristers or solicitors retained or employed by the Trustee or retained or employed by the Corporation and reasonably acceptable to the Trustee;
(aa) "Current Market Price" means, in respect of the Common Shares for any date, the VWAP on the TSXV for the 20 consecutive Trading Days (which must be calculated utilizing days in which the Common Shares actually trade). If the Common Shares are not listed or quoted on the TSXV, reference shall be made for the purpose of the above calculation to the principal securities exchange or market on which the Common Shares are listed or quoted or, if no such prices are available, "Current Market Price" shall be the fair value of a Common Share as reasonably determined by the Board. The VWAP shall be determined by dividing the aggregate sale price of all Common Shares sold on the said exchange, as

the case may be, during the said 20 consecutive Trading Days by the total number of Common Shares, as the case may be, so sold;

(bb) "Date of Conversion" has the meaning ascribed thereto in Section 7.3(c);

(cc) "Debentureholders" or "holders" means the Persons for the time being entered in the register for Debentures as registered holders of Debentures or any transferees of such Persons by endorsement or delivery;

(dd) "Debenture Certificate" means a certificate evidencing Debentures substantially in the form attached as Schedule A hereto;

(ee) "Debenture Documents" means this Indenture, the Guarantee and Security Documents and the Intercreditor Agreement;

(ff) "Debentures" means the secured convertible debentures of the Corporation issued and certified hereunder, or deemed to be issued and certified hereunder, including, without limitation, the Initial Debentures, and for the time being outstanding, whether in definitive, uncertificated or interim form, designated as “11.00% Secured Convertible Debentures” and described in Section 2.2;

(gg) "Debt" means the following amounts each calculated in accordance with IFRS, but excludes trade payables in the ordinary course of business:

(i) any obligation that would be considered to be indebtedness for borrowed money;

(ii) any obligation that is evidenced by a bond, debenture, note or other similar instrument;

(iii) the face amount of a banker's acceptance;

(iv) any obligation on which interest is customarily paid;

(v) any capital lease obligation (excluding obligations for right of use assets in respect of real property leases that would not have been recorded on the balance sheet prior to the effectiveness of IFRS 16);

(vi) the face amount of any outstanding letter of credit or letter of guarantee and the amount of the contingent liability under any guarantee;

(vii) any debt or liability that represents the deferred acquisition cost of property or assets created or arising under any conditional sale agreement or other title retention agreement (including earn outs) regardless of whether the rights and remedies of the seller under such agreement in the event of default are limited to repossession or sale of the property or assets covered thereby;

(viii) any liabilities, contingent, unmatured or otherwise, under indemnities given in respect of any bankers' acceptance, letter of credit or letter of guarantee;

(ix) any operating lease under which an entity has furnished a residual value guarantee in respect of which such entity is liable as lessee;

(x) any obligation secured by a Lien on any property, assets or undertaking owned or acquired by an Obligor (other than Permitted Liens which do not secure Debt), whether or not such obligation has been assumed; and

(xi) any obligation, contingent or otherwise, guaranteeing or having the effect of guaranteeing any Debt or other obligation payable or performable by another Person in any manner, whether directly or indirectly;

(hh) “Defeased Debentures” has the meaning ascribed thereto in Section 11.6(b);
(ii) “Definitive Debenture” means a certificated Debenture fully registered in the name of the holder thereof;
(jj) “Depository” means CDS and such other Person as is designated in writing by the Corporation and acceptable to the Trustee to act as depository.
(kk) “Depository Participant” means, in relation to the Depository, a broker, dealer, bank, other financial institution or other Person for whom, from time to time, the Depository or its nominee effects book entries for a Global Debenture deposited with the Depository;
(II) “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (whether in one transaction or in a series of transactions, and including any sale and leaseback transaction) of any property (including any Equity Interests) by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith;
(mm) “Distributed Securities” has the meaning ascribed thereto in Section 7.5(e);
(nn) “EBITDA” means, for any period in respect of the Corporation calculated on a consolidated basis, the net income for such period, plus (to the extent deducted in the calculation of net income) and without duplication; (a) interest expense; (b) income tax expense; and (c) depreciation and amortization. Notwithstanding any other provision in this Agreement, for the purposes of calculating the Corporation’s consolidated EBITDA, in the event the Corporation owns, directly or indirectly, less than 100% of the issued and outstanding share capital of a Subsidiary, only the Corporation’s proportionate share of such Subsidiary’s EBITDA, corresponding to the percentage of the issued and outstanding share capital of such Subsidiary owned by the Corporation, shall be included in such calculation. For illustrative purposes, because the Corporation indirectly owns 66% of the issued and outstanding share capital of Serato, only 66% of Serato’s EBITDA shall be included in calculating Corporation’s consolidated EBITDA.
(oo) “Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of shares in a corporation, any and all equivalent ownership (or profit) interests in a Person (including partnership, membership or trust interests therein), securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person, and any and all warrants, rights or options to purchase any of the foregoing, whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination;
(pp) “Escrow Release Conditions” has the meaning ascribed thereto in the subscription receipt agreement dated April 9, 2025 among the Corporation, the underwriters party thereto, and Computershare Trust Company of Canada, as subscription receipt agent (notice of which, if required, will be evidenced by an Officer’s Certificate to the Trustee);
(qq) “Event of Default” has the meaning ascribed thereto in Section 10.1;
(rr) “Extraordinary Resolution” has the meaning ascribed thereto in Section 13.12;

(ss) "Forced Conversion Date" has the meaning ascribed thereto in Section 7.6;
(tt) "Forced Conversion Notice" has the meaning ascribed thereto in Section 7.6;
(uu) "Global Debenture" means a Debenture that is issued to and registered in the name of the Depository, or its nominee, pursuant to Section 2.3 for purposes of being held by or on behalf of the Depository as custodian for Depository Participants;
(vv) "Governmental Authority" means any domestic or foreign government including any federal, provincial, state, territorial or municipal government and any executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government or any Person, body, department, bureau, agency, board, tribunal, commission branch or office thereof or having or claiming to have jurisdiction over the Obligors or any of their respective property or assets;
(ww) "Guarantee" means each guarantee agreement entered into on or about the date hereof by each Guarantor in favour of the Trustee for the benefit of the Debentureholders and each guarantee agreement subsequently delivered by a Guarantor, in each case substantially in the form attached as Schedule E hereto or such other form as may be agreed by Corporation and the Trustee, acting reasonably;
(xx) "Guarantee and Security Documents" means the Guarantees and the Security Documents;
(yy) "Guarantor" means each Person which executes and delivers a Guarantee in favour of the Trustee, including, as of the date of this Indenture, the following entities

(i) Dribbble Holdings Ltd., a company formed under the laws of the Province of British Columbia;
(ii) Creative Market Labs, Inc., a corporation formed under the laws of the State of Delaware;
(iii) Create Holdings Inc., a corporation formed under the laws of the State of Delaware;
(iv) CM Labs Inc., a company formed under the laws of the Province of British Columbia;
(v) Dribbble Holdings (US) Ltd., a corporation formed under the laws of the State of Delaware;
(vi) Tiny Boards Limited Partnership, a limited partnership formed under the laws of the Province of British Columbia;
(vii) Tiny Capital General Partner Ltd., a company formed under the laws of the Province of British Columbia;
(viii) Meteor Software Holdings Ltd., a company formed under the laws of the Province of British Columbia;
(ix) Meteor Software Limited Partnership, a limited partnership formed under the laws of the Province of British Columbia;

(x) Meteor Software US Ltd., a corporation formed under the laws of the State of Delaware;
(xi) MediaNet Solutions, Inc., a corporation formed under the laws of the State of Delaware; and
(xii) Spin Acquisition Limited, a company formed under the laws of New Zealand,

subject to any merger, amalgamation, arrangement, consolidation, continuation, change of name, liquidation, winding up, dissolution or release of any Guarantor in accordance with the terms thereof;

(zz) "Guarantor Security Agreements" means each of the security agreements, to be entered into on or about the date hereof by each Guarantor in favour of the Trustee for the benefit of the Debentureholders, the forms of which are attached as Schedule G hereto;
(aaa) "IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board;
(bbb) "Initial Closing" means the first Closing on or about the date hereof;
(ccc) "Initial Closing Date" means the date on which the Initial Closing occurs;
(ddd) "Initial Debentures" means the Debentures issued in the Initial Closing on the Initial Closing Date;
(eee) "Intercreditor Agreement" means an intercreditor and subordination agreement entered into between the Senior Creditor and the Trustee, as such agreement may be amended, supplemented, restated or replaced from time to time;
(fff) "Interest Payment Date" means April 30 and October 31 in each year, or, if any such day is not a Business Day, the next Business Day;
(ggg) "Internal Procedures" means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register of Debentureholders at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the Trustee's internal procedures customary at such time for the entry, change or deletion made to be complete under the operating procedures followed at the time by the Trustee, it being understood that neither preparation and issuance shall constitute part of such procedures for any purpose of this definition;
(hhh) "Lead Investor" means FAX Capital Corp., so long as the Lead Investor Related Parties hold at least $9,055,000 in aggregate principal amount of the Debentures;
(iii) "Lead Investor Related Parties" means FAX Capital Corp., its affiliates and subsidiaries and funds managed by FAX Capital Corp. or affiliates of FAX Capital Corp.;
(jjj) "Lien" means, any mortgage, security interest, pledge, hypothecation, deed of trust, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any capital lease having substantially the same economic effect as any of the foregoing), in each case, in the nature of security, and any deemed trust (statutory or otherwise);

(kkk) “Make-Whole Payment” means, in respect of a Debenture to be redeemed by the Corporation pursuant to Section 4.1, a payment in the amount of (i) the aggregate of all interest payments that would become payable by the Corporation to the holder (for greater certainty, without any adjustment for the present value of any such required payments) in respect of such Debenture if it had not been so redeemed for the period from the Redemption Date to the Maturity Date (for greater certainty, the amount of a Make-Whole Payment shall not include interest that accrued in respect of the Debenture for the period prior to the Redemption Date), multiplied by (ii) the Make-Whole Factor;

(III) “Make-Whole Factor” means, in respect of a Debenture to be redeemed by the Corporation pursuant to Section 4.1, a percentage equal to: (i) if such Debenture is redeemed on or following the second anniversary of the Closing Date and before the third anniversary of the Closing Date, 75%; (ii) if such Debenture is redeemed on or following the third anniversary of the Closing Date and before the fourth anniversary of the Closing Date, 50%; and (iii) if such Debenture is redeemed on or following the fourth anniversary of the Closing Date and before the Maturity Date, 25%.

(mmm) “Maturity Account” means an account or accounts required to be established by the Corporation (and which shall be maintained by and subject to the control of the Trustee) for the Debentures issued pursuant to and in accordance with this Indenture;

(nnn) “Maturity Date” has the meaning ascribed thereto in Section 2.2(b);

(ooo) “MD&A” has the meaning ascribed thereto in Section 9.15(b);

(ppp) “NBC Limited Recourse Guarantee and Pledge” means the limited recourse guarantee and share pledge agreement pursuant to which the Corporation has pledged to National Bank of Canada certain assets which are not Secured Assets, the rights of National Bank of Canada under which are limited to enforcement against the assets subject to the security created thereby;

(qqq) “Net Debt” means, in respect of the Corporation on a consolidated basis, Debt minus cash and cash equivalents (such cash and cash equivalents to be unrestricted);

(rrr) “Net Debt to Adjusted EBITDA Ratio” means with respect to the Corporation on a consolidated basis, (a) Net Debt, divided by (b) Adjusted EBITDA for the most recently completed four fiscal quarters;

(sss) “NI 62-104” means National Instrument 62-104 – Take Over Bids and Issuer Bids, as it may be amended or replaced from time to time;

(ttt) “Obligors” means the Corporation and each Guarantor;

(uuu) “Officer’s Certificate” means a certificate of the Corporation signed by any one authorized officer or director of the Corporation, in their capacity as officer or director of the Corporation, and not in their personal capacity;

(vvv) “Optional Redemption Price” means, in respect of a Debenture to be redeemed pursuant to Section 4.1, the amount payable on the Redemption Date, being the principal amount of such Debenture, plus accrued and unpaid interest thereon to but excluding the date of redemption, plus the Make-Whole Payment in respect of such Debenture;

(www) “Payor” has the meaning ascribed thereto in Section 2.14(c);

(xxx) “Permitted Debt” means:

(i) Debt owing to the Senior Creditor under the Senior Credit Facility;
(ii) Debt secured by purchase money liens, and capital leases not exceeding Cdn.$750,000 in the aggregate at any time;
(iii) any Debt owed from an Obligor to any other Obligor;
(iv) any Debt which is subordinated pursuant to a Postponement and Subordination Agreement;
(v) any Debt advanced by Serato to any Obligor (which may be repaid so long as no Event of Default has occurred), provided that (A) the aggregate of all Debt owed from all Obligors to Serato does not exceed Cdn.$5,000,000 at any time, (B) all such Debt has been evidenced by a written instrument executed by all of the relevant parties which must include all repayment terms, including, without limitation, principal, interest and maturity date, (C) such Debt is fully postponed and subordinated to the obligations of any such Obligor under the Debenture Documents to be evidenced by the inclusion of the following provision in the written instrument governing such Debt: "This [Agreement] and all debt and obligations evidenced by this [Agreement] is subordinated and postponed to all debt and any other obligations [the Obligor] owes under that certain Secured Convertible Debenture dated as of May 12, 2025 between Tiny Ltd. and Computershare Trust Company of Canada (as may be amended, restated, amended and restated and supplemented from time to time, the "Indenture") and any other Debenture Documents (as defined in the Indenture)", and (D) the written instrument described in (B) has been shared with the Trustee and the Lead Investor within three (3) Business Days of such Debt coming into existence, along with any other information regarding such Debt that has been reasonably requested by the Trustee or the Lead Investor from time to time;
(vi) the Debt owing under this Indenture and the other Debenture Documents;
(vii) the Serato Earn-Out Obligation;
(viii) Debt in respect of the deferred purchase price of property or services (including any cash earn out obligation) in connection with any Acquisition, provided that the principal amount of such Debt is limited to Cdn.$1,500,000 and cash payments with respect to cash earn outs are permitted up to Cdn.$1,500,000 per calendar year;
(ix) with respect to (i) Serato, Debt in a principal amount not exceeding NZ$3,000,000 (or its equivalent) at any time, and (ii) any other Person or assets acquired by an Obligor in an Acquisition, Debt in a principal amount not exceeding Cdn.$500,000 (or its equivalent) at any time, provided that the aggregate principal amount of such Debt does not exceed Cdn.$2,000,000 at any time;
(x) for a period of 90 days following the Closing Date, Debt in an amount not exceeding $350,000 in aggregate at any time in respect of credit cards issued by Royal Bank of Canada secured by the Liens referred to in subsection (xix) of the definition of "Permitted Liens";
(xi) until 31 December, 2025, Debt in an amount not exceeding $61,000 at any time constituted by earn-out obligations owing to Ryan Pernia;

(xii) any guarantee (i) by an Obligor of any other Permitted Debt in respect of which another Obligor is primarily liable, and (ii) by a Subsidiary of the Corporation which is not an Obligor of any other Permitted Debt in respect of which any other Subsidiary of the Corporation is primarily liable;

(xiii) any extensions or renewals of any Permitted Debt in the same or a lesser amount and on the same terms (unless such extension or renewal is otherwise restricted hereunder, whether by way of a restriction on amendments, a deadline by which the relevant Permitted Debt must be repaid, or otherwise); and

(xiv) Debt arising under the NBC Limited Recourse Guarantee and Pledge, provided the only recourse of National Bank of Canada as secured party thereunder is to the shares in Beam Digital Ltd. subject to the security created thereby.

(yyy) “Permitted Holders” means (i) Andrew Wilkinson and Chris Sparling (in this definition, each a “Primary Permitted Holder”), (ii) a child, stepchild, grandchild, great grandchild, spouse or sibling of the Primary Permitted Holder, (iii) any trust (whether testamentary or inter vivos) partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the Persons listed in clauses (i) or (ii) above, and (iv) any and all corporations which are controlled by any one or more of the foregoing;

(zzz) “Permitted Liens” means:

(i) Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or for which adequate reserves have been established based on reasonable estimates pending final assessments or (ii) being contested in good faith and for which the applicable Obligor maintains adequate reserves on its books in accordance with applicable generally accepted accounting principles;

(ii) purchase money liens or capital leases (i) on equipment acquired or held by the applicable Obligor incurred for financing the acquisition of the equipment, or (ii) existing on equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the equipment;

(iii) unregistered Liens of landlords, carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such Liens attach only to inventory, which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto and for which the applicable Obligor maintains adequate reserves on its books in accordance with applicable generally accepted accounting principles;

(iv) Liens to secure payment of workers' compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business;

(v) the filing of financing statements solely as a precautionary measure in connection with operating leases;

(vi) reservations, limitations, provisos and conditions expressed in any original grant from the Crown or other grants of real or immovable property, or interests therein, that do not materially affect the value of the affected land or the use of the affected land for the purpose for which it is used by that Person;

(vii) licences, easements, zoning restrictions, rights-of-way and rights in the nature of easements (including licences, easements, rights-of-way and rights in the nature of easements for railways, sidewalks, public ways, sewers, drains, gas, steam and water mains or electric light and power, or telephone and telegraph conduits, poles, wires and cables) that do not materially impair the value of the affected land or the use of the affected land for the purpose for which it is used by that Person;

(viii) easements, zoning restrictions, rights-of-way, minor defects or irregularities of title and other similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not interfere with the ordinary course of business in any material respect;

(ix) undetermined or inchoate Liens, deemed trusts, statutory liens, rights of distress and charges incidental to current operations that have not, at such time, been filed or exercised, or that relate to obligations not due or payable, or if due, the validity of which is being contested diligently and in good faith by appropriate proceedings by the relevant Obligor or other Subsidiary and for which the applicable Obligor or other Subsidiary maintains adequate reserves on its books in accordance with IFRS;

(x) the right reserved to or vested in any Governmental Authority by the terms of any lease, licence, franchise, grant or permit acquired by that Person or by any statutory provision to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof;

(xi) any Lien existing on any property or asset prior to the acquisition thereof by an Obligor or any Subsidiary of an Obligor; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of any Obligor or any Subsidiary of an Obligor and (iii) such Lien shall secure only those obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(xii) Liens (i) of a bank arising on items in the course of collection, and (ii) in favour of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) that are customary in the banking industry;

(xiii) any pledge or deposits made securing performance by any Obligor of tenders, bids, leases, statutory or regulatory obligations, surety and appeal bonds, government contracts and other obligations owing to governmental authorities, performance and return-of-money bonds (other than debt) and other obligations of like nature incurred in the ordinary course of business;

(xiv) any interest or title of a lessor, sublessor, licensor or sublicensor under leases or licenses entered into in the ordinary course of business;

(xv) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business that do not (i) interfere in any material respect with the ordinary conduct of the business of any Obligor or any Subsidiary of an Obligor, or (ii) secure any Debt;

(xvi) security given to a public utility or any Governmental Authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of its business;

(xvii) the Lien created by a judgment of a court of competent jurisdiction, as long as the judgment is being contested diligently and in good faith by appropriate proceedings by that Person and does not result in an Event of Default;

(xviii) with respect to Serato only:

(A) Liens securing Permitted Debt described in paragraph (viii) of the definition of Permitted Debt;

(B) Liens arising by operation of law in the ordinary course of business and securing an amount that is not overdue;

(C) right of netting or set-off arising by operation of law in favour of a bank in the ordinary course of business for the purpose of netting debit and credit balances; and

(D) any reservation of title by suppliers in the ordinary course of business;

(xix) Liens perfected by the following British Columbia personal property security financing statements in favour of Royal Bank of Canada base registration number 524175K against Tiny Boards Holdings Ltd., registered on January 22, 2018, base registration number 848667M against Tiny Capital General Partner Ltd. and Tiny Boards Limited Partnership, registered on March 23, 2021, and base registration number 849662M against Meteor Software Limited Partnership and Tiny Capital General Partner Ltd., registered on March 23, 2021;

(xx) until December 31, 2025, Liens securing Permitted Debt described in paragraph (x) of the definition of that term perfected by the British Columbia personal property security financing statement in favour of Ryan Pernia base registration number 229546P against Tiny, registered on November 30, 2022, provided that such registration is discharged by no later than December 31, 2025;

(xxi) Liens on the shares in Beam (and typical related rights) arising under the NBC Limited Recourse Guarantee and Pledge;

(xxii) Liens granted in favour of any Obligor;

(xxiii) with respect to the Security Interest in any pledged securities any shareholders' agreement or other agreement affecting such pledged securities (including the Serato Shareholders' Agreement in the case of the shares of Serato);

(xxiv) Liens created by the Security Documents; and

(xxv) Liens created by the Senior Security;

(aaaa) "Person" includes an individual, corporation, company, partnership, joint venture, association, trust, trustee, unincorporated organization or government, or any agency or political subdivision thereof;

(bbb) "Postponement and Subordination Agreement" means (i) the Guarantee, or (ii) any agreement that includes terms which postpone and subordinate obligations or

indebtedness owed to any Person by an Obligor to the obligations of the Obligor under the Debenture Documents, provided such agreement has been approved by an Extraordinary Resolution;

(cccc) "Receiver" means a receiver or a receiver-manager;

(dddd) "Recognized Stock Exchange" means the TSXV or, if the Common Shares are not listed on the TSXV, any other national securities exchange or market on which the Common Shares are then listed and posted for trading;

(eeee) "Redemption Date" has the meaning ascribed thereto in Section 4.3;

(ffff) "Redemption Notice" has the meaning ascribed thereto in Section 4.3;

(gggg) "Redemption Price" means the Optional Redemption Price or the Sweep Up Redemption Price, as applicable;

(hhhh) "Regulation S" means Regulation S adopted by the U.S. SEC under the U.S. Securities Act;

(iii) "Roll-In Event" means the Corporation acquiring and becoming the sole beneficial owner of, following the Initial Closing Date, in one or more bona fide transactions, Tiny Fund Interests with a Value of at least $75,000,000 based on their Value as of the date or dates of their acquisition by the Corporation (for the avoidance of doubt, excluding any Tiny Fund Interests owned by the Corporation as of the Closing Date), provided that, as of the date of the Roll-In Event, the Corporation's consolidated Net Debt to Adjusted EBITDA Ratio is 3.00 or less;

(jjjj) "Roll-In Event Date" means the date of closing of the acquisition of Tiny Fund Interests that results in the occurrence of a Roll-In Event;

(kkkk) "Secured Assets" means the property and assets in which a security interest is granted pursuant to the Security Documents;

(lll) "Security Documents" means the Corporation Security Agreements, the Guarantor Security Agreements and any other security agreement document or instrument entered into from time to time in favour of the Trustee, for the benefit of the Debentureholders;

(mmmm) "Security Interest" means the second ranking security interest granted to the Trustee on behalf of itself and the Debentureholders in the Secured Assets pursuant to the terms and conditions of the Security Documents;

(nnnn) "Senior Credit Facility" means the credit facility available to the Corporation pursuant to the commitment letter dated May 8, 2025 between the Corporation, as borrower, and The Bank of Nova Scotia, as lender, as may be amended, extended, supplemented, restated, renewed, replaced or refinanced from time to time and any other senior credit facilities entered into by the Corporation from time to time;

(oooo) "Senior Creditor" means The Bank of Nova Scotia and each other holder or holders of Senior Indebtedness and includes any representative or representatives, agent or agents or trustee or trustees of any such holder or holders;

(pppp) "Senior Indebtedness" means the principal of and premium, if any, and interest on and other amounts under the Senior Credit Facility, whether outstanding on the date of this Indenture or hereafter created, incurred, assumed or guaranteed;

(qqqq) "Senior Security" means all mortgages, liens, pledges, charges (whether fixed or floating), security interests, hypothecs or other encumbrances of any kind, contingent or absolute, held by or on behalf of any Senior Creditor and in any manner securing any Senior Indebtedness. Solely for the purposes of determining whether a Senior Security exists for the purposes of this Indenture, a Person shall be deemed to be the owner of any property which it has acquired or holds subject to a conditional sale or capital lease or other title retention agreement and any lease in the nature thereof (excluding, for the avoidance of doubt, operating leases) and such retention of title by another Person shall constitute a Senior Security;

(rrrr) "Serato" means Serato Audio Research Limited, a New Zealand company,

(ssss) "Serato Acquisition" means the acquisition by Spin Sub of a 66% interest in Serato pursuant to the Serato Acquisition Agreement;

(tttt) "Serato Acquisition Agreement" means the Agreement for Sale and Purchase of Shares in relation to Serato Audio Research Limited dated April 1, 2025 between shareholders of Serato, as sellers, Serato, as company, Spin Sub, as buyer, and the Corporation, as parent buyer, as amended by a letter agreement dated April 1, 2025 and as may be further amended or supplemented from time to time;

(uuuu) "Serato Earn-Out Obligations" means all debts, liabilities and other obligations, present or future, direct or indirect, actual or contingent of the Obligors (or any of them) with respect to the "Contingent Consideration" (as defined in the Serato Acquisition Agreement);

(vvvv) "Serato Shareholders' Agreement" means the shareholders' agreement to be entered into upon closing of the Serato Acquisition, between Serato, Spin Sub, the Corporation and the minority shareholders party thereto, as amended, modified, restated replaced or supplemented from time to time;

(wwww) "Spin Sub" means Spin Acquisition Limited, a wholly-owned Subsidiary of the Corporation incorporated under the laws of New Zealand;

(xxxx) "Spinoff Securities" has the meaning ascribed thereto in Section 7.5(e);

(yyyy) "Subsidiary" has the meaning ascribed thereto in the Securities Act (British Columbia);

(zzzz) "Sweep Up Redemption Price" means, in respect of a Debenture to be redeemed pursuant to Section 4.1, the amount payable on the Redemption Date determined in accordance with Section 4.1;

(aaaaa) "Tax Act" means the Income Tax Act (Canada), as amended from time to time;

(bbbbb) "Taxes" means any present or future tax, duty, levy, impost, deductions, withholdings, fees, assessment or other governmental charge (including, without limitation any such charges or taxes imposed under Part XIII of the Tax Act or any successor legislation of similar effect), and including, without limitation, penalties, interest and other liabilities related thereto, imposed by any Taxing Jurisdiction;

(cccc) "Taxing Jurisdiction" means Canada, any province or territory of Canada and any other jurisdiction in which a Payor (including the Trustee) is organized, resident or carrying on business for tax purposes or through which any payment in respect of the Debentures or any Guarantee is made, or any political subdivision thereof or therein having power to tax;

(dddd) "Time of Expiry" means the time of expiry of certain rights with respect to the conversion of Debentures under Article 7 or under Section 2.2(g), which is to be set forth separately in the form and terms for the Debentures;

(eeeee) "Tiny Fund Interests" means limited partnership interests of Tiny Fund 1 (Canada) LP;

(fffff) "Trading Day" means, with respect to the TSXV or any other market on which the Common Shares are then principally traded or quoted, any day on which such exchange or market is open for trading or quotation;

(ggggg) "Trustee" means Computershare Trust Company of Canada, or its successor or successors for the time being as trustee hereunder;

(hhhh) "TSXV" means the TSX Venture Exchange Inc. or its successor or successors;

(iii) "Uncertificated Debenture" means any Debenture which is not represented by a Debenture Certificate, including DRS Advices;

(jjjj) "United States" or "U.S." means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

(kkkkk) "U.S. Legend" has the meaning ascribed thereto in Section 2.13(a);

(llll) "U.S. Person" means "U.S. person" as defined in Rule 902(k) of Regulation S;

(mmmmm) "U.S. SEC" means the United States Securities and Exchange Commission;

(nnnnn) "U.S. Securities Act" means the United States Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder;

(ooooo) "U.S. Securities Exchange Act" means the United States Securities Exchange Act of 1934, as amended;

(ppppp) "Value", in respect of any Tiny Fund Interests, shall mean the actual value of the consideration paid by Tiny to acquire Tiny Fund Interests, determined by the Corporation in accordance with the Valuation Section (for greater certainty, notwithstanding the provisions of the Valuation Section, such value shall not be determined by the general partner of the Tiny Fund);

(qqqqq) "Valuation Section" means Section 14.4 (Valuation) of the limited partnership agreement of Tiny Fund (Canada) LP dated as of August 28, 2020 (for greater certainty, the definition of "Valuation Section" for the purposes hereof shall not be amended by any amendments, modifications, restatements or supplements to or of such limited partnership agreement);

(rrrrr) "Valuator" means an individual who is a member of a national firm of chartered accountants (other than the Corporation's auditors) and a member of the Canadian Institute of Chartered Business Valuators or any successor organization thereto.

(sssss) "VWAP" means the per share volume-weighted average trading price of the Common Shares on a Recognized Stock Exchange for the applicable period (which must be calculated utilizing days in which the Common Shares actually trade);

(tttt) "Withholding Taxes" has the meaning ascribed thereto in Section 2.14(c); and

(uuuuu) "Written Direction" means an instrument in writing signed by any one officer or director of the Corporation.

1.2 Meaning of "Outstanding"

Every Definitive Debenture certified, authenticated and delivered by the Trustee hereunder shall be deemed to be outstanding until it is cancelled, converted or redeemed, or delivered to the Trustee for cancellation, conversion or redemption, for monies and/or Common Shares, as the case may be, or for which the payment thereof shall have been set aside under Section 11.2, provided that:

(a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof;

(b) when a new Debenture has been issued in substitution for a Debenture which has been lost, stolen or destroyed, only one of such Debentures shall be counted for the purpose of determining the aggregate principal amount of Debentures outstanding; and

(c) for the purposes of any provision of this Indenture entitling holders of outstanding Debentures to vote, sign consents, requisitions or other instruments, or take any other action under this Indenture, or to constitute a quorum of any meeting of Debentureholders, Debentures owned directly or indirectly, legally or equitably, by the Corporation shall be disregarded except that:

(i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the holders of Debentures present or represented at any meeting of the Debentureholders, only the Debentures which the Trustee knows are so owned shall be so disregarded; and

(ii) Debentures so owned which have been pledged in good faith other than to the Corporation shall not be so disregarded if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Debentures, sign consents, requisitions or other instruments, or take such other actions in its discretion free from the control of the Corporation or a Subsidiary of the Corporation.

1.3 Interpretation

In this Indenture:

(a) words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa;

(b) all references to Articles and Schedules refer, unless otherwise specified, to articles of and schedules to this Indenture;

(c) all references to Sections, subsections or clauses refer, unless otherwise specified, to Sections, subsections or clauses of this Indenture;

(d) words and terms denoting inclusiveness (such as "include" or "includes" or "including"), whether or not so stated, are not limited by and do not imply limitation of their context or the words or phrases which precede or succeed them;

(e) reference to any agreement or other instrument in writing means such agreement or other instrument in writing as amended, modified, restated replaced or supplemented from time to time;

(f) unless otherwise indicated, reference to a statute shall be deemed to be a reference to such statute as amended, re-enacted or replaced from time to time; and

(g) unless otherwise indicated, time periods within which a payment is to be made or any other action is to be taken hereunder shall be calculated by including the day on which the period commences and excluding the day on which the period ends.

1.4 Headings, Etc.

The division of this Indenture into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture or of the Debentures.

1.5 Time of Essence

Time shall be of the essence of this Indenture.

1.6 Monetary References

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.

1.7 Invalidity, Etc.

Any provision hereof which is prohibited or unenforceable shall be ineffective only to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof.

1.8 Language

Each of the Parties hereby acknowledges that it has consented to and requested that this Indenture and all documents relating thereto, including the form of Debenture attached hereto as Schedule A, be drawn up in the English language only. Chacune des parties aux presentes reconnait avoir accepte et demande que cette acte de fiducie et tous les documents y relies, y compris le modele de debenture joint aux presentes a titre d'Annexe a « A », soient rediges en anglais seulement.

1.9 Successors and Assigns

All covenants and agreements of the Corporation in this Indenture and the Debentures shall bind its successors and assigns, whether so expressed or not. All covenants and agreements of the Trustee in this Indenture shall bind its successors.

1.10 Severability

In case any provision in this Indenture or in the Debentures shall be invalid, illegal or unenforceable, such provision shall be deemed to be severed herefrom or therefrom (but only to the extent of such invalidity, illegality or unenforceability) and the validity, legality and enforceability of the remaining provisions shall not in any way be affected, prejudiced or impaired thereby.

1.11 Entire Agreement

This Indenture and all supplemental indentures and Schedules hereto and thereto, and the Debentures issued hereunder and thereunder, together constitute the entire agreement between the Parties hereto with respect to the indebtedness created hereunder and thereunder and under the Debentures and supersede as of the date hereof all prior memoranda, agreements, negotiations, discussions and term sheets, whether oral or written, with respect to the indebtedness created hereunder or thereunder and under the Debentures.

1.12 Benefits of Indenture

Nothing in this Indenture or in the Debentures, express or implied, shall give to any Person, other than the Parties and their successors hereunder, any paying agent, the holders of Debentures, the Senior Creditors (to the extent provided in Article 6 only), and (to the extent provided in Section 10.12) the holders of Common Shares, any benefit or any legal or equitable right, remedy or claim under this Indenture.

1.13 Applicable Law and Attornment

This Indenture, any supplemental indenture and the Debentures shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and shall be treated in all respects as British Columbia contracts. With respect to any suit, action or proceedings relating to this Indenture, any supplemental indenture or any Debenture, the Corporation, the Trustee and each holder irrevocably submit and attorn to the non-exclusive jurisdiction of the courts of the Province of British Columbia. The Parties hereby waive any right they may have to require a trial by jury of any proceeding commenced in connection herewith.

1.14 Currency of Payment

All payments to be made under this Indenture or a supplemental indenture shall be made in Canadian dollars.

1.15 Non-Business Days

Whenever any payment to be made hereunder shall be due, any period of time would begin or end, any calculation is to be made or any other action is to be taken on, or as of, or from a period ending on, a day other than a Business Day, such payment shall be made, such period of time shall begin or end, such calculation shall be made and such other action shall be taken, as the case may be, unless otherwise specifically provided herein, on or as of the next succeeding Business Day without any additional interest, cost or charge to the Corporation.

1.16 Accounting Terms

Except as hereinafter provided or as otherwise indicated in this Indenture, all calculations required or permitted to be made hereunder shall be made in accordance with IFRS.

1.17 Calculations

The Corporation shall be responsible for making all calculations called for hereunder including, without limitation, calculations of the Current Market Price and of the Conversion Price. The Corporation shall make such calculations in good faith and, absent manifest error, the Corporation's calculations shall be final and binding on Debentureholders and the Trustee, except for interest calculations, which will be performed by the Trustee. The Corporation will provide a schedule of its calculations to the Trustee and the Trustee shall be entitled to rely conclusively on the accuracy of such calculations without independent verification.

1.18 Lead Investor

With respect to any references in this Indenture to the Lead Investor, there shall be deemed to be a Lead Investor only so long as the Lead Investor Related Parties hold at least $9,055,000 in aggregate principal amount of the Debentures (the "Lead Investor Threshold"). From the time that the Lead Investor Related Parties cease to hold at least the Lead Investor Threshold, there shall no longer be a Lead Investor, even if the Lead Investor Related Parties subsequently acquire Debentures sufficient to increase the aggregate amount of Debentures held to the Lead Investor Threshold. The Lead Investor shall from time to time promptly following any request in writing from the Trustee or the Corporation, deliver a certificate of an officer of the Lead Investor to the Trustee and the Corporation certifying (i) the principal amount of the Debentures held by the Lead Investor Related Parties and (ii) that the Lead Investor Related Parties have not held less than the Lead Investor Threshold at any time from the date hereof to the date of such certificate, provided that the Trustee and the Corporation shall not request such certificate more than two (2) times in any calendar year. The Lead Investor shall promptly provide written notice to the Corporation and the Trustee if it ceases to hold at least the Lead Investor Threshold.

1.19 Schedules

The following Schedules are incorporated into and form part of this Indenture:

Schedule A – Form of Debenture
Schedule B – Form of Redemption Notice
Schedule C – Form of Notice of Conversion
Schedule D – Form of Declaration for Removal of Legend
Schedule E – Form of Guarantee
Schedule F – Forms of Corporation Security Agreements
Schedule G – Forms of Guarantor Security Agreements
Schedule H – Approved Bank

In the event of any inconsistency between the provisions of any Section of this Indenture and the provisions of the Schedules which form a part thereof, the provisions of this Indenture shall prevail to the extent of the inconsistency.

ARTICLE 2 THE DEBENTURES

2.1 Limit of Debentures

The aggregate principal amount of Debentures authorized to be issued under this Indenture is not limited, but Debentures may be issued only upon and subject to the conditions and limitations herein set forth.

2.2 Form and Terms of Debentures

(a) The nominal principal amount of each Debenture shall be $1,000 per Debenture (notwithstanding any discount or premium at which each Debenture is issued and sold). The Debentures shall be designated as “11.00% Secured Convertible Debentures due 2030” and in the form set out in Schedule A hereto.

(b) The Debentures may be issued in one or more tranches and, in any case, shall be dated as of the applicable Closing and shall mature on May 12, 2030 (the "Maturity Date").

(c) The Debentures shall bear interest from the applicable Closing at the rate 11.00% per annum, based on a 365-day year, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate. Interest will be paid semi-annually in arrears following the applicable Closing (with the exception of any first

interest payment, which will include interest from and including the applicable Closing to but excluding the next Interest Payment Date, and the last interest payment, which will include interest from April 30, 2030 to but excluding the Maturity Date and will be payable on the Maturity Date, if the Debentures are not redeemed or converted prior to the Maturity Date), in cash, on the applicable Interest Payment Date (being April 30 and October 31, with the exception of the last interest payment), to holders of record as at the close of business on the 5th Business Day prior to the Interest Payment Date (or as at the close of business on the 5th Business Day prior to the Maturity Date in the case of the last interest payment). The first interest payment will fall due on October 31, 2025 in respect of the Initial Debentures and the last interest payment (representing interest payable from April 30, 2030 to but excluding the Maturity Date) will fall due on the Maturity Date. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record date for any payment of interest on the Debentures will be the 5th Business Day prior to applicable Interest Payment Date (or the 5th Business Day prior to the Maturity Date in the case of the last interest payment).

(d) If, prior to the 18-month anniversary of the Closing Date, the Corporation completes a Roll-In Event, the Corporation shall deliver to the Trustee (and, so long as there is a Lead Investor, the Lead Investor) an Officer's Certificate stating that a Roll-In Event has occurred and the Roll-In Event Date and reasonable details of the calculations completed by the Corporation of the Value of the Tiny Fund Interests that form the basis for such Roll-In Event having occurred, and notice of such Roll-In Event shall be delivered to the Debentureholders. Effective as of the Roll-In Event Date, (i) the rate of interest payable on the Debentures shall be reduced from 11.00% per annum to 10.00% per annum and, thereafter, each reference in this Indenture to 11.00% shall be deemed to be a reference to 10.00% and (ii) the Conversion Price shall be adjusted in accordance with Section 7.5(f). Notwithstanding the foregoing, if the Officer's Certificate is delivered on or during the five Business Days prior to an Interest Payment Date, such changes to the rate of interest and the Conversion Price shall not be become effective until the Business Day following the applicable Interest Payment Date.

Within 30 days of the delivery of the aforementioned Officer's Certificate, the Lead Investor may, unless the Corporation has obtained a formal valuation pursuant to National Instrument 61-101 – Protection of Minority Security Holders in Special Transactions in respect of the value of the Tiny Fund Interests acquired (or to be acquired), provide notice (a "Valuation Dispute Notice") to the Corporation to dispute the value of the Tiny Fund Interests acquired, and, upon delivery of such Valuation Dispute Notice, the Corporation and the Lead Investor will jointly appoint a Valuator to determine the Value of the Tiny Fund Interests acquired (or to be acquired) in such Roll-In Event and request that such Valuator make such determination within 60 days following the Valuator's appointment. If the Corporation and the Lead Investor fail to jointly appoint the Valuator on or before the 10th Business Day following the delivery of the Valuation Dispute Notice, each of the Corporation and the Lead Investor will select one Valuator and the Valuators so selected will then meet and decide upon the appointment of a single Valuator and the decision of the Valuators as to the appointment of the single Valuator will be final and binding upon the Corporation and the Lead Investor. In determining such Value, the Valuator will be instructed to determine such Value on the basis set out in the Valuation Section. The determination of the Valuator as to Value will be final and binding upon the Corporation and the Debentureholders. The Corporation shall ensure that the Valuator will have access to the books, accounts, records, vouchers, cheques, papers and documents of, or which may relate to, the Tiny Fund Interests and will cooperate with the Valuator and will provide all information and documents reasonably requested by the Valuator. The Corporation will bear all costs associated with such valuation, including the Valuator's fees.

(e) The Corporation may at its option, at any time after two years from the Initial Closing Date (or otherwise as provided in this Indenture), redeem, in accordance with the terms of

Article 4, in whole or in part and from time to time the Debentures at the Optional Redemption Price. The Corporation will be required to provide the holders of the Debentures not more than 60 and not less than 30 days' notice of the Redemption Date and the holders will have the right to accept the redemption or convert the principal amount of the Debentures at any time prior to the Redemption Date in accordance with Section 2.2(f), provided, for greater certainty, that if the holder elects to convert the Debentures, the holder will only be entitled to convert the actual principal amount then outstanding (with the accrued and unpaid interest to be paid by the Corporation to the holder in cash) and will not be entitled to any premium in connection therewith. The Redemption Notice for the Debentures shall be substantially in the form of Schedule B hereto. The Optional Redemption Price will be paid in cash.

(f) Subject to regulatory approval and Section 2.2(g), if prior to the second anniversary of the Closing Date, 10% or less of the aggregate principal amount of Debentures issued under this Indenture remain outstanding, the Corporation shall have the right at any time, at its option, to redeem all (but not part only) of the Debentures issued hereunder that remain outstanding. Such redemption shall be made in accordance with the terms of Article 4 and shall be for an aggregate redemption price (the "Sweep Up Redemption Price") being the principal amount of such Debenture, plus accrued and unpaid interest thereon to but excluding the date of redemption, plus the aggregate of all interest payments that would become payable by the Corporation to the holder (for greater certainty, without any adjustment for the present value of any such required payments) in respect of such Debenture if it had not been so redeemed for the period from the Redemption Date for redemption under this Section 2.2(f) to the Maturity Date (for greater certainty, such the amount of a Make-Whole Payment shall not include interest that accrued in respect of the Debenture for the period prior to the Redemption Date for redemption under this Section 2.2(f)).

The Corporation will be required to provide the holders of the Debentures not more than 60 and not less than 30 days' notice of the Redemption Date and the holders will have the right to accept the redemption or convert the principal amount of the Debentures at any time prior to the Redemption Date in accordance with Section 2.2(g), provided that, if the holder elects to convert the Debentures, the holder will only be entitled to convert the actual principal amount then outstanding (with the accrued and unpaid interest to be paid by the Corporation to the holder in cash) and will not be entitled to any premium in connection therewith. The Redemption Notice for the Debentures shall be substantially in the form of Schedule B hereto. The Sweep Up Redemption Price will be paid in cash.

(g) Upon and subject to the provisions and conditions of Article 7 and Section 3.7, the holder of each Debenture shall have the right, at such holder's option, at any time following the Initial Closing Date but prior to the close of business on the earlier of: (i) the date that is one Business Day prior to the Maturity Date of the Debentures; (ii) the Business Day immediately preceding the Redemption Date if the Debentures are called for redemption by notice to the holders of Debentures in accordance with Sections 2.2(e) or Section 2.2(f) and Section 4.3; and (iii) if tendered by the holder pursuant to a Change of Control Offer, on the Business Day immediately preceding the Change of Control Purchase Date (the earlier of which will be the "Time of Expiry" for the purposes of Article 7 in respect of the Debentures), to convert any portion of the principal amount of a Debenture into Common Shares at the Conversion Price in effect on the Date of Conversion. Any conversion of a Debenture by a Beneficial Holder must be in compliance with the procedure set forth in Section 7.3(a). To the extent a redemption is a redemption in part only of the Debentures under Section 2.2(e), such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry.

The Corporation shall deliver to the Trustee within two Business Days of a Date of Conversion, an Officer's Certificate setting out the Conversion Price applicable to the Debentures to be converted and the basis of the calculation of any adjustment to the Conversion Price pursuant to this Section 2.2(g), the particulars of the Debentures to be converted and the name and address of the Debentureholder, the number of Common Shares to be issued, accrued interest for payment, and confirmation of any applicable Withholding Tax and tax reporting, together with a Written Direction authorizing issuance of such Common Shares with applicable legends and payment for accrued interest to be paid. The Trustee shall rely on such Officer's Certificate without further investigation. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 7, or for interest accrued on Debentures surrendered. No fractional Common Shares will be issued, and holders will not receive any cash payment in satisfaction of any fractional interest. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Debentures is subject to adjustment pursuant to the provisions of Article 7. For greater certainty, any accrued but unpaid interest on the principal amount of the Debentures being converted will be paid in cash upon the conversion of the Debentures.

Holders converting Debentures shall receive accrued and unpaid interest thereon from the period of the day following the last Interest Payment Date prior to the Date of Conversion to but excluding the date prior to the Date of Conversion.

Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five Business Days prior to the Interest Payment Date, the Person or Persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following the applicable Interest Payment Date.

(h) The Debentures shall be issued in denominations of $1,000 and multiples of $1,000. Each Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule A hereto, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority, or to conform with general usage, all as may be determined by the Board executing such Debenture in accordance with Section 2.4, as conclusively evidenced by their execution of a Debenture. Each Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, a Debenture may be in such other form or forms as may, from time to time, be approved by a resolution of the Board, or as specified in an Officer's Certificate.

The certificates representing the Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another.

The Debentures shall initially be issued in the form of one or more Global Debentures, one or more Definitive Debentures or as Uncertificated Debentures, at the option of the Corporation at each applicable Closing; provided however that any Debentures that are required to bear the U.S. Legend shall be issued in the form of one or more Definitive Debentures and may not be issued in the form of one or more Global Debentures. Any Global Debentures will be registered in the name of the Depository which, as of the date

hereof, shall be CDS (or any nominee of the Depository). No Beneficial Holder will receive definitive certificates representing their interest in Debentures except as provided in this Section 2.2(h) and Section 3.2. A Global Debenture may be exchanged for Definitive Debentures, or transferred to and registered in the name of a Person other than the Depository for such Global Debentures or a nominee thereof, as provided in Section 3.2.

Any Definitive Debentures will be registered in the names of each holder thereof as provided in Section 3.1. A Definitive Debenture may be exchanged, or transferred to and registered in the name of a Person other than the registered holder thereof, as provided in Section 3.2.

(i) Each Debenture (and each Common Share issued upon conversion of such Debenture prior to the date that is four months a day after the date of the Debenture) shall bear or be deemed or bear the following legend or such variation thereof as the Corporation may prescribe from time to time:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS + A DAY FROM THE DATE OF THE DEBENTURE]

2.3 Issue of Global Debentures

(a) The Corporation may specify that the Debentures are to be issued in whole or in part as one or more Global Debentures registered in the name of the Depository, or its nominee, designated by the Corporation in the Written Direction delivered to the Trustee at the time of issue of such Debentures, and in such event the Corporation shall execute and the Trustee shall certify and deliver one or more Global Debentures that shall:

(i) represent an aggregate amount equal to the principal amount of the outstanding Debentures to be represented by one or more Global Debentures;

(ii) be delivered by the Trustee to such Depository or pursuant to such Depository's instructions; and

(iii) bear a legend substantially to the following effect (or as may otherwise be required by the Depository):

"THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS DEBENTURE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR DEBENTURES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE SECURED CONVERTIBLE DEBENTURE INDENTURE DATED AS OF MAY 12, 2025 (THE "INDENTURE") BETWEEN TINY LTD. (THE "ISSUER") AND COMPUTERSHARE TRUST COMPANY OF CANADA. EVERY DEBENTURE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS DEBENTURE SHALL BE A GLOBAL DEBENTURE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS") THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,

EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

TRANSFERS OF THIS DEBENTURE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CDS & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE."

(b) Each Depository designated for a Global Debenture must, at the time of its designation and at all times while it serves as such Depository, be a clearing agency registered or designated under the securities legislation of the jurisdiction where the Depository has its principal offices.

2.4 Certification and Delivery of Additional Debentures

The Corporation may from time to time request the Trustee to certify and deliver Additional Debentures which shall form one in the same series with the Initial Debentures by delivering to the Trustee the documents referred to below in this Section 2.4 whereupon the Trustee shall certify such Additional Debentures and cause the same to be delivered in accordance with the Written Direction referred to below or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by a Written Direction. The issue date, issue price, first interest payment date and any other terms of any Additional Debentures shall be set forth in or determined by or pursuant to such Written Direction and procedures. In certifying such Additional Debentures, the Trustee shall be entitled to receive and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

(a) an executed supplemental indenture by or pursuant to which the Additional Debentures are to be issued;

(b) a Written Direction requesting certification and delivery of such Additional Debentures and setting forth delivery instructions; and

(c) an Officer's Certificate certifying that the terms and conditions for the certification and delivery of Additional Debentures (including those set forth in Section 12.5), have been complied with subject to the delivery of any documents or instruments specified in such Officer's Certificate and that no Event of Default exists or will exist upon such certification and delivery.

2.5 Non-Certificated Deposit

(a) Subject to the provisions hereof, at the Corporation's option, Debentures may be issued and registered in the name of CDS or its nominee and:

(i) the deposit of which may be confirmed electronically by the Trustee to a particular Depository Participant through CDS; and

(ii) shall be identified by a specific CUSIP/ISIN as requested by the Corporation from CDS to identify each specific series of Debentures and the Initial Debentures shall be identified by either CUSIP 88770AAA8 and ISIN CA88770AAA84.

(b) If the Corporation issues Debentures in a non-certificated format, Beneficial Holders of such Debentures registered and deposited with CDS shall not receive Debenture Certificates in definitive form and shall not be considered owners or holders thereof under this Indenture or any supplemental indenture. Beneficial interests in Debentures registered and deposited with CDS will be represented only through the non-certificated inventory system administered by CDS. Transfers of Debentures registered and deposited with CDS between Depository Participants shall occur in accordance with the rules and procedures of CDS. Neither the Corporation nor the Trustee shall have any responsibility or liability for any aspects of the records relating to or payments made by CDS or its nominee, on account of the beneficial interests in Debentures registered and deposited with CDS. Nothing herein shall prevent the Beneficial Holders of Debentures registered and deposited with CDS from voting such Debentures using duly executed proxies or voting instruction forms.

(c) All references herein to actions by, notices given or payments made to, Debentureholders shall, where Debentures are held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the Depository Participants in accordance with its rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or the direction of Debentureholders evidencing a specified percentage of the aggregate Debentures outstanding, such direction or consent may be given by Beneficial Holders acting through CDS and the Depository Participants owning Debentures evidencing the requisite percentage of the Debentures. The rights of a Beneficial Holder whose Debentures are held as Uncertificated Debentures and are established by law and agreements between such holders and CDS and the Depository Participants upon instructions from the Depository Participants. Each Trustee and the Corporation may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Debentures and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder.

(d) For so long as Debentures are held through CDS, if any notice or other communication is required to be given to Debentureholders, the Trustee will give such notices and communications to CDS.

(e) If CDS resigns or is removed from its responsibility as Depository and the Corporation is unable or does not wish to locate a qualified successor, CDS shall provide the Trustee with instructions for registration of Debentures in the names and in the amounts specified by CDS, and the Corporation shall issue and the Trustee shall certify and deliver the aggregate number of Debentures then outstanding in the form of definitive Debentures Certificates representing such Debentures.

(f) The rights of Beneficial Holders who hold securities entitlements in respect of the Debentures through non-certificated inventory system administered by CDS shall be limited to those established by applicable law and agreements between the Depository and the Depository Participants and between such Depository Participants and the Beneficial Holders who hold securities entitlements in respect of the Debentures through the non-certificated inventory system administered by CDS, and such rights must be exercised through a Depository Participant in accordance with the rules and procedures of the Depository.

(g) Notwithstanding anything herein to the contrary, none of the Corporation nor the Trustee nor any agent thereof shall have any responsibility or liability for:

(i) the electronic records maintained by the Depository relating to any ownership interests or other interests in the Debentures or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any Person in any Debenture represented by an electronic position in the non-certificated inventory system administered by CDS (other than Depository or its nominee);

(ii) for maintaining, supervising or reviewing any records of the Depository or any Depository Participant relating to any such interest; or

(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Depository Participant.

(h) The Corporation may terminate the application of this Section 2.5 in its sole discretion in which case all Debentures shall be evidenced by Debenture Certificates registered in the name of a Person other than the Depository.

2.6 Execution of Debentures

All Debenture Certificates shall be signed (either manually or by facsimile or other electronic signature) by any one authorized director or officer of the Corporation holding office at the time of signing, whose signature shall appear on the certificate and may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, any certificate so signed is as valid and binding upon the Corporation as if it had been signed manually.

Notwithstanding that any Person whose signature, either manual or in facsimile or electronic form, appears on a Debenture as a director or officer may no longer hold such office at the date of the Debenture or at the date of the certification and delivery thereof, such Debenture shall be valid and binding upon the Corporation and entitled to the benefits of this Indenture.

2.7 Certification

No Debenture shall be issued or, if issued, shall be obligatory or shall entitle the holder to the benefits of this Indenture, until it has been certified by or on behalf of the Trustee substantially in the form set out in this Indenture, in the relevant supplemental indenture, or in some other form approved by the Trustee. Such certification of any Debenture shall be conclusive evidence that such Debenture is duly issued, is a valid obligation of the Corporation and the holder is entitled to the benefits thereof.

The certificate of the Trustee signed on the Debentures, or interim Debentures hereinafter mentioned, shall not be construed as a representation or warranty by the Trustee as to the validity of this Indenture or of the Debentures or interim Debentures or as to the issuance of the Debentures or interim Debentures and the Trustee shall in no respect be liable or answerable for the use made of the Debentures or interim Debentures or any of them or the proceeds thereof. The certificate of the Trustee on the Debentures or interim Debentures shall, however, be a representation and warranty by the Trustee that the Debentures or interim Debentures have been duly certified by or on behalf of the Trustee pursuant to the provisions of this Indenture.

The Trustee shall certify Uncertificated Debentures (whether upon original issuance, exchange, registration of transfer or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Debentures hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Debentures with respect to which this Indenture requires the Trustee to maintain records or accounts. In case of differences

between the register at any time and any other time, the register at the later time shall be controlling absent manifest error, and such Uncertificated Debentures are binding on the Corporation.

2.8 Interim Debentures or Certificates

Pending the delivery of Definitive Debentures to the Trustee, the Corporation may issue and the Trustee may certify in lieu thereof interim Debentures in such forms and in such denominations and signed in such manner as provided herein, entitling the holders thereof to Definitive Debentures when the same are ready for delivery; or the Corporation may execute and the Trustee certify a temporary Debenture for the whole principal amount of Debentures then authorized to be issued hereunder and deliver the same to the Trustee and thereupon the Trustee may issue its own interim certificates in such form and in such amounts, not exceeding in the aggregate the principal amount of the temporary Debenture so delivered to it, as the Corporation and the Trustee may approve, entitling the holders thereof to Definitive Debentures when the same are ready for delivery; and, when so issued and certified, such interim or temporary Debentures or interim certificates shall, for all purposes but without duplication, rank in respect of this Indenture equally with Debentures duly issued hereunder and, pending the exchange thereof for Definitive Debentures, the holders of the interim or temporary Debentures or interim certificates shall be deemed without duplication to be Debentureholders and entitled to the benefit of this Indenture to the same extent and in the same manner as though the said exchange had actually been made. Forthwith after the Corporation shall have delivered the Definitive Debentures to the Trustee, the Trustee shall cancel such temporary Debentures, if any, and shall call in for exchange all interim Debentures or interim certificates that shall have been issued and forthwith after such exchange shall cancel the same. No charge shall be made by the Corporation or the Trustee to the holders of such interim or temporary Debentures or interim certificates for the exchange thereof. All interest paid upon interim or temporary Debentures or interim certificates shall be noted thereon as a condition precedent to such payment unless paid by cheque to the registered holders thereof.

2.9 Mutilation, Loss, Theft or Destruction

In case any of the certificates representing the Debentures issued hereunder shall become mutilated or be lost, stolen or destroyed, the Corporation, in its discretion, may issue, and thereupon the Trustee shall certify and deliver, a new certificate representing the Debenture upon surrender and cancellation of the mutilated certificate representing the Debenture, or in the case of a lost, stolen or destroyed certificate representing the Debenture, in lieu of and in substitution for the same, and the substituted certificate representing the Debenture shall be in a form approved by the Trustee and shall be entitled to the benefits of this Indenture and rank equally in accordance with its terms with all other Debentures issued hereunder. In case of loss, theft or destruction, the applicant for a substituted certificate representing the Debenture shall furnish to the Corporation and to the Trustee such evidence of the loss, theft or destruction of the certificate representing the Debenture as shall be satisfactory to them in their discretion and shall also furnish an indemnity and surety bond satisfactory to them in their discretion. The applicant shall pay all reasonable expenses incidental to the issuance of any substituted certificate representing the Debenture.

2.10 Concerning Interest

(a) All Debentures issued hereunder, whether originally or upon exchange or in substitution for previously issued Debentures which are interest bearing, shall bear interest: (i) from and including their issue date (being the date of the applicable Closing), or (ii) from and including the day after the last Interest Payment Date to which interest shall have been paid or made available for payment on the outstanding Debentures, whichever shall be the later, to and excluding the next Interest Payment Date.

(b) Unless otherwise specifically provided in the terms of the Debentures, interest for any period shall be computed on the basis of a year of 365 days and the actual number of days elapsed in such period. With respect to the Debentures, for the purposes of disclosure under the Interest Act (Canada), whenever interest is computed on the basis of a year (the "deemed year") which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes

of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in such calendar year of calculation and dividing it by the number of days in the deemed year.

2.11 Rank

The Debentures will be direct secured obligations of the Corporation. Each Debenture will rank pari passu with each other Debenture (regardless of their actual date or terms of issue). The Debentures will be secured by the Security Documents, and will be subject to the terms and conditions of the Intercreditor Agreement.

2.12 Payments of Amounts Due on Maturity

Except as may otherwise be provided herein or in any supplemental indenture, payments of amounts due upon maturity of the Debentures will be made in the following manner. The Corporation will establish and maintain with the Trustee a Maturity Account for the Debentures. The Maturity Account shall be maintained by and be subject to the control of the Trustee for the purposes of this Indenture. On or before 9:00 a.m. (Vancouver time) not later than the Business Day immediately prior to the Maturity Date for the Debentures outstanding from time to time under this Indenture, the Corporation will deliver to the Trustee a certified cheque or wire transfer for deposit in the Maturity Account in an amount sufficient to pay the cash amount payable in respect of the Debentures (including the principal amount together with any accrued and unpaid interest thereon). The Trustee, on behalf of the Corporation, will pay to each holder entitled to receive payment the principal amount of and premium (if any) and accrued and unpaid interest on the Debenture, upon surrender of the Debenture at any branch of the Trustee designated for such purpose from time to time by the Corporation and the Trustee. The delivery of such funds to the Trustee for deposit to the Maturity Account will satisfy and discharge the liability of the Corporation for the Debentures to which the delivery of funds relates to the extent of the amount delivered and such Debentures will thereafter to that extent not be considered as outstanding under this Indenture and such holder will have no other right in regard thereto other than to receive out of the money so delivered or made available the amount to which it is entitled and interest on the Debentures shall cease to accrue as of the Maturity Date.

2.13 U.S. Legend on the Debentures and Common Shares

(a) The Debentures and the Common Shares issuable upon conversion thereof have not been and will not be registered under the U.S. Securities Act or under the securities laws of any U.S. States. Any Debentures issued in the U.S. or to a U.S. Person, or to a Person acting for the account or benefit of a person in the U.S. or a U.S. Person are, and any Common Shares issued upon conversion of such Debentures will be, "restricted securities" as defined in Rule 144(a)(3) under the U.S. Securities Act, and shall be issued in definitive (not global) form, and the certificates or other instruments representing such Debentures and the stock certificates representing any Common Shares issued upon conversion of such Debentures shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates) (the "U.S. Legend"):

"[THE SALE OF THIS DEBENTURE AND ANY COMMON SHARES ISSUABLE UPON ITS CONVERSION] [THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE] HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND ACCORDINGLY, [THIS DEBENTURE AND ANY COMMON SHARES ISSUABLE UPON ITS CONVERSION] [THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE] MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR A BENEFICIAL INTEREST HEREIN, THE HOLDER AGREES FOR THE BENEFIT OF TINY LTD. (THE "CORPORATION") THAT IT WILL NOT OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER [THE DEBENTURES EVIDENCED HEREBY OR THE COMMON SHARES

ISSUABLE UPON THEIR CONVERSION] [THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE] EXCEPT (A) TO THE CORPORATION; (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER ("QIB") WITHIN THE MEANING OF RULE 144A UNDER THE U.S. SECURITIES ACT THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QIB AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN ACCORDANCE WITH RULE 144A (IF AVAILABLE); (C) UNDER AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE; (D) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT; (E) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (F) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT; PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (E) ABOVE, AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM SATISFACTORY TO THE CORPORATION AND THE TRUSTEE MAY BE REQUIRED BY THE CORPORATION AND THE TRUSTEE PRIOR TO SUCH OFFER, SALE OR TRANSFER; AND IN THE CASE OF TRANSFERS PURSUANT TO (F) ABOVE, AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM SATISFACTORY TO THE CORPORATION AND THE TRUSTEE WILL BE REQUIRED PRIOR TO SUCH OFFER, SALE OR TRANSFER. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON A CANADIAN STOCK EXCHANGE."

(b) Notwithstanding Section 2.13(a), provided that the Debentures or the Common Shares issuable upon conversion, redemption or maturity thereof are being sold in compliance with the requirements of Rule 904 of Regulation S, and provided that the Corporation is a "foreign issuer" within the meaning of Regulation S at the time of sale, the U.S. Legend may be removed by providing a declaration to the Trustee substantially as set forth in Schedule D – Form of Declaration for Removal of Legend hereto (or as the Corporation may prescribe from time to time); together with any other evidence reasonably requested by the Corporation or Trustee, which evidence may include an opinion of Counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation or the Trustee, to the effect that the U.S. Legend is no longer required pursuant to the requirements of the U.S. Securities Act or applicable state securities laws; and provided, further, that if the Securities are being sold under Rule 144 of the U.S. Securities Act, the U.S. Legend may be removed by delivery to the Trustee of an opinion of Counsel, of recognized standing or other evidence reasonably satisfactory to the Trustee and the Corporation, that the U.S. Legend is no longer required under the U.S. Securities Act or applicable state securities laws. Provided that the Trustee obtains confirmation from the Corporation that such Counsel is satisfactory to it, the Trustee shall be entitled to rely on such opinion of Counsel without further inquiry.

(c) Any Common Shares issued upon the conversion of a Debenture that are to be delivered into an address in the United States or having a registration address in the United States will have the U.S. legend unless the registered holder of such Common Shares provides to the Trustee and Corporation an opinion of Counsel of recognized standing or other evidence reasonably satisfactory to the Trustee and the Corporation that the U.S. legend is not required under the U.S. Securities Act or applicable state securities laws.

2.14 Payment of Interest

On or before 9:00 a.m. (Vancouver time) on the Business Day immediately prior to an Interest Payment Date, as applicable, for Debentures outstanding from time to time under this Indenture, the Corporation will deliver to the Trustee a certified cheque or wire transfer in an amount sufficient to pay the cash amount payable in respect of such Debentures regarding any accrued and unpaid interest thereon.

The following provisions shall apply to the Debentures, except as otherwise provided in Section 2.2(c) or specified in a resolution of the Board (subject to the consent of the Trustee, which consent shall not be unreasonably withheld):

(a) As interest becomes due on each Debenture (except, subject to certain exceptions set forth herein including in Section 2.2, on conversion or on redemption, when interest will be paid upon surrender of such Debenture), the Corporation, through the Trustee or any agent of the Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Trustee, on or prior to the applicable Interest Payment Date, payment of such interest to the order of the registered holder of such Debenture as appearing on the registers maintained by the Trustee at the close of business on the applicable 5th Business Day prior to the Interest Payment Date and addressed to the holder at the holder's last address appearing on the register, unless such holder otherwise directs. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any Withholding Tax withheld and remitted to the appropriate governmental authority, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the Person to whom it is so sent as aforesaid, the Corporation will issue to such Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Trustee, acting reasonably, with the same effect as though payment had been made in the manner provided above.

(b) Notwithstanding Section 2.14(a), if the Debentures are represented by a Global Debenture or otherwise registered in the name of CDS or its nominee, then all payments of interest on such Debentures shall be made by electronic funds transfer to the Depository or its nominee on the applicable Interest Payment Date for subsequent payment to Beneficial Holders of the applicable Global Debenture, unless the Corporation, the Trustee and the Depository otherwise agree. None of the Corporation, the Trustee or any agent of the Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.

All payments (including on conversion) made by or on behalf of the Corporation under or with respect to the Debentures or by any Guarantor under or with respect to any Guarantee (in each case including, without limitation, any penalties, interest and other liabilities related thereto), or by any paying agent on behalf of the Corporation or any Guarantor (each such person, a "Payor") will be made free and clear of and without withholding, or deduction for, or on account of, any Taxes ("Withholding Taxes"), unless such withholding or deduction is required by law or the interpretation or administration thereof. If any Payor is so required to withhold or deduct any amount for, or on account of, any Withholding Taxes from any payment made under or with respect to the Debentures or any Guarantee, the Payor shall deduct and withhold such Withholding Taxes from any payment to be made or with respect to the Debentures or such Guarantee, as applicable, and, provided that the Payor forthwith remits such amount to the relevant governmental authority or agency, the amount of any such deduction or withholding will be considered an amount paid in satisfaction of the Corporation's obligations under the Debentures or the Guarantor's obligations under the

Guarantee, as applicable. There is no obligation on the Corporation or any Guarantor to gross-up or pay additional amounts to a holder of Debentures in respect of such deductions or withholdings. For greater certainty, if any amount is required to be deducted or withheld in respect of Withholding Taxes upon a conversion of a Debenture, the Corporation shall be entitled to liquidate, on behalf of an applicable Debentureholder or Beneficial Holder, such number of Common Shares (or other securities) issuable as a result of such conversion as shall be necessary in order to satisfy such requirement and to remit to the Trustee for payment to the applicable Debentureholder or Beneficial Holder the unapplied net proceeds of such liquidation subject to the rules of the Recognized Stock Exchange and provided such liquidation does not result in an alteration of the Conversion Price. The Corporation shall provide the Trustee with copies of receipts or other communications relating to the remittance of such withheld amount or the filing of any forms received from such government authority or agency promptly after receipt thereof.

ARTICLE 3

REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP

3.1 Definitive Debentures

(a) With respect to the Debentures issuable as Definitive Debentures, the Corporation shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or such other registrar as the Corporation, with the approval of the Trustee, may appoint at such other place or places, if any, as may be specified in the Debentures or as the Corporation may designate with the approval of the Trustee, a register in which shall be entered the names and addresses of the holders of Definitive Debentures and particulars of the Debentures held by them respectively and of all transfers of Definitive Debentures. Such registration shall be noted on the Debentures by the Trustee or other registrar unless a new Debenture shall be issued upon such transfer. Upon surrender for registration of transfer of Debentures, the Corporation shall issue and thereupon the Trustee shall certify and deliver a new Debenture Certificate or confirm the electronic deposit of Uncertificated Debentures of like tenor in the name of the designated transferee and register such transfer in accordance with Section 3.1. If less than all the Debentures evidenced by the Debenture Certificate(s) or Uncertificated Debentures so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Debenture Certificate or electronically deposited Uncertificated Debentures registered in its name evidencing the Debentures not transferred.

(b) No transfer of a Definitive Debenture shall be valid unless made on such register referred to in Section 3.1(a) by the registered holder or such holder's executors, administrators or other legal representatives or an attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee or other registrar upon surrender of the Debentures together with a duly executed form of assignment, including the acknowledgement by the transferee, and which forms part of the Definitive Debenture, acceptable to the Corporation and the Trustee and upon compliance with such other reasonable requirements as the Trustee or other registrar may prescribe, or unless the name of the transferee shall have been noted on the Debenture by the Trustee or other registrar.

3.2 Global Debentures

(a) With respect to the Debentures issuable in whole or in part as one or more Global Debentures, the Corporation shall cause to be kept by and at the principal offices of the Trustee in Vancouver, British Columbia, or such other registrar as the Corporation, with the approval of the Trustee, may appoint at such other place or places, if any, as the Corporation may designate with the approval of the Trustee, a register in which shall be entered the name and address of the holder of each such Global Debenture (being the

Depository, or its nominee, for such Global Debenture) as holder thereof and particulars of the Global Debenture held by it, and of all transfers thereof. Transfers within the systems of the Depository are not the responsibility of the Trustee and will not be noted on the register maintained by the Trustee.

(b) Notwithstanding any other provision of this Indenture, a Global Debenture may not be transferred by the registered holder thereof and accordingly, no definitive certificates shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in a resolution of the Trustee, a resolution of the Board or an Officer's Certificate:

(i) Global Debentures may be transferred by the Depository to a nominee of such Depository or by a nominee of the Depository to such Depository or to another nominee of such Depository or by the Depository or its nominee to a successor Depository or its nominee;

(ii) Global Debentures may be transferred at any time after the Depository for such Global Debentures (i) has notified the Trustee, or the Corporation has notified the Trustee, that it is unwilling or unable to continue as Depository for such Global Debentures, or (ii) ceases to be eligible to be the Depository under Section 2.3(b), provided that at the time of such transfer the Corporation has not appointed a successor Depository for such Global Debentures;

(iii) Global Debentures may be transferred at any time after the Corporation has determined, in its sole discretion, to terminate the book-entry only registration system in respect of such Global Debentures and has communicated such determination to the Trustee in writing;

(iv) Global Debentures may be transferred at any time after the Trustee has determined that an Event of Default has occurred and is continuing with respect to the Debentures issued as a Global Debenture, provided that Beneficial Holders representing, in the aggregate, not less than 75% of the aggregate principal amount of the Debentures advise the Depository in writing, through the Depository Participants, that the continuation of the book-entry only registration system for the Debentures is no longer in their best interest and also provided that at the time of such transfer the Trustee has not waived the Event of Default pursuant to Section 10.4;

(v) Global Debentures may be transferred or exchanged for definitive certificates at any time after the Depository has determined, in its sole discretion, that such transfer or exchange is required to effect conversion and/or redemption rights in accordance with the terms hereof and has communicated such determination to the Trustee in writing;

(vi) Global Debentures may be transferred if required by applicable law;

(vii) Global Debentures may be transferred if the book-entry only registration system ceases to exist; or

(viii) Global Debentures may be transferred if it is determined that they must bear a U.S. Legend (in which case they must be transferred or exchanged for Definitive Debentures).

(c) With respect to the Global Debentures, unless and until definitive certificates have been issued to Beneficial Holders pursuant to Section 3.2(b):

(i) the Corporation and the Trustee may deal with the Depository for all purposes (including paying interest on the Debentures) as the sole holder of the Debentures and the authorized representative of the Beneficial Holders;

(ii) the rights of the Beneficial Holders shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Holders and the Depository or the Depository Participants;

(iii) the Depository will make book-entry transfers among the Depository Participants; and

(iv) whenever this Indenture requires or permits actions to be taken based upon instruction or directions of Debentureholders evidencing a specified percentage of the outstanding Debentures, the Depository shall be deemed to be counted in that percentage only to the extent that it has received instructions to such effect from the Beneficial Holders or the Depository Participants, and has delivered such instructions to the Trustee.

(d) Whenever a notice or other communication is required to be provided to Debentureholders, unless and until definitive certificate(s) have been issued to Beneficial Holders pursuant to this Section 3.2, the Trustee shall provide all such notices and communications to the Depository and the Depository shall deliver such notices and communications to such Beneficial Holders in accordance with all applicable laws and Applicable Securities Legislation. Upon the termination of the book-entry only registration system on the occurrence of one or more of the conditions specified in Section 3.2(b) with respect to the Debentures issued hereunder, the Depository shall notify all applicable Depository Participants and Beneficial Holders, through the Depository, of the availability of definitive Debenture Certificates. Upon surrender by the Depository of the certificate(s) representing the Global Debentures and receipt of new registration instructions from the Depository, the Trustee shall deliver the definitive Debenture Certificates for such Debentures to the holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Debentures will be governed by Section 3.1 and the remaining Sections of this Article 3.

(e) Notwithstanding anything herein to the contrary, neither the Corporation nor the Trustee nor any agent thereof shall have any responsibility or liability for:

(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Debentures or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Debentures represented by an electronic position in the book entry registration system (other than the Depository or its nominee);

(ii) maintaining, supervising or reviewing any records of the Depository or any Depository Participant relating to any such interest; or

3.3 Transferee Entitled to Registration

(a) The transferee of a Debenture shall be entitled, after the appropriate form of transfer is lodged with the Trustee or other registrar and upon compliance with all other conditions in that regard required by this Indenture or by law, to be entered on the register as the owner of such Debenture free from all equities or rights of set-off or counterclaim between the Corporation and the transferor or any previous holder of such Debenture, save in respect of equities of which the Corporation is required to take notice by statute or by order of a court of competent jurisdiction.

(b) The Corporation shall direct the Trustee in writing as to matters related to any applicable hold periods and Applicable Securities Legislation and legend restrictions and requirements. Notwithstanding any other provisions of this Indenture, on the issuance, conversion or transfer of any Debentures or any Common Shares issuable upon conversion thereof, no duty or responsibility whatsoever shall rest upon the Trustee to determine or verify the compliance with any applicable laws or regulatory requirements including, without limitation, the legend contained in subsection 2.13(a) or Regulation S, and the Trustee shall be entitled to assume that all conversions and transfers of Debentures or any Common Shares issuable upon conversion thereof are permissible pursuant to all applicable laws and regulatory requirements and the terms of this Indenture.

(c) The Trustee may assume that the address of a Debentureholder on the register of the Debentures is the actual address of such Debentureholder and is also determinative of the residence of such Debentureholder and the address of any transferee to whom securities are transferred as shown on the transfer form is also determinative of the residence of such transferee.

3.4 No Notice of Trusts

Neither the Corporation nor the Trustee nor any registrar shall be bound to take notice of or see to the execution of any trust (other than that created by this Indenture) whether express, implied or constructive, in respect of any Debenture, and may transfer the same on the direction of the Person registered as the holder thereof, whether named as trustee or otherwise, as though that Person were the beneficial owner thereof.

3.5 Registers Open for Inspection

The registers referred to in Sections 3.1 and 3.2 shall at all reasonable times be open for inspection by the Corporation, the Trustee or any Debentureholder. Every registrar, including the Trustee, shall from time to time when requested so to do by the Corporation or by the Trustee, in writing, furnish the Corporation or the Trustee, as the case may be, with a list of names and addresses of holders of registered Debentures entered on the register kept by them and showing the principal amount and serial numbers of the Debentures held by each such holder, provided the Trustee shall be entitled to charge a reasonable fee to provide such a list.

3.6 Exchanges of Debentures

(a) Subject to Sections 3.1, 3.2 and 3.7, Debentures in any authorized form or denomination, other than Global Debentures, may be exchanged for Debentures in any other authorized form or denomination, having the same Maturity Date, bearing the same interest rate and of the same aggregate principal amount as the Debentures so exchanged.

(b) In respect of exchanges of Debentures permitted by Section 3.6(a), the Debentures may be exchanged only at the principal office of the Trustee in the City of Vancouver, British Columbia, or at such other place or places, if any, as may be specified in the Debentures

and at such other place or places as may from time to time be designated by the Corporation with the approval of the Trustee. Any Debentures tendered for exchange shall be surrendered to the Trustee. The Corporation shall execute and the Trustee shall certify all Debentures necessary to carry out exchanges as aforesaid. All Debentures surrendered for exchange shall be cancelled.

(c) Debentures issued in exchange for Debentures which at the time of such issue have been selected or called for redemption at a later date shall be deemed to have been selected or called for redemption in the same manner and shall have noted thereon a statement to that effect.

3.7 Closing of Registers

(a) Neither the Corporation nor the Trustee nor any registrar shall be required to:

(i) make transfers or exchanges of, or convert, any Definitive Debentures on any Interest Payment Date or during the five preceding Business Days, except as otherwise mutually agreed by the Trustee and the Corporation;

(ii) make transfers or exchanges of, or convert, any Debentures on any Maturity Date, Redemption Date or Change of Control Purchase Date, or during the five preceding Business Days, except as otherwise mutually agreed by the Trustee and the Corporation; or

(iii) make exchanges of any Debentures which will have been selected or called for redemption unless upon due presentation thereof for redemption such Debentures shall not be redeemed.

(b) Subject to any restriction herein provided, the Corporation with the approval of the Trustee may at any time close any register for the Debentures, other than those kept at the principal office of the Trustee in Vancouver, British Columbia, and transfer the registration of any Debentures registered thereon to another register (which may be an existing register) and thereafter such Debentures shall be deemed to be registered on such other register. Notice of such transfer shall be given to the holders of such Debentures.

3.8 Charges for Registration, Transfer and Exchange

For each Debenture exchanged, registered, transferred or discharged from registration, the Trustee or other registrar, except as otherwise herein provided, may make a reasonable charge for its services and in addition may charge a reasonable sum for each new Debenture issued (such amounts to be agreed upon from time to time by the Trustee and the Corporation), and payment of such charges and reimbursement of the Trustee or other registrar for any stamp taxes or governmental or other charges required to be paid shall be made by the party requesting such exchange, registration, transfer or discharge from registration as a condition precedent thereto. Notwithstanding the foregoing provisions, no charge shall be made to a Debentureholder hereunder:

(a) for any exchange of a Global Debenture as contemplated in Section 3.2; or

(b) for any exchange of any Debenture resulting from a partial redemption under Section 4.2.

3.9 Ownership of Debentures

(a) Unless otherwise required by law, the Person in whose name any registered Debenture is registered shall for all purposes of this Indenture be and be deemed to be the owner thereof

and payment of or on account of the principal of and premium, if any, on such Debenture and interest thereon shall be made to such registered holder.

(b) The registered holder for the time being of any registered Debenture shall be entitled to the principal, premium, if any, and/or interest evidenced by such instrument, respectively, free from all equities or rights of set-off or counterclaim between the Corporation and the original or any intermediate holder thereof and all Persons may act accordingly and the receipt of any such registered holder for any such principal, premium, if any, or interest shall be a good discharge to the Trustee, any registrar and to the Corporation for the same and none shall be bound to inquire into the title of any such registered holder.

(c) Where Debentures are registered in more than one name, the principal, premium, if any, and interest from time to time payable in respect thereof may be paid to the order of all such holders, failing written instructions from them to the contrary, and the receipt of any one of such holders therefor shall be a valid discharge to the Trustee, any registrar and to the Corporation.

(d) In the case of the death of one or more joint holders of any Debenture the principal, premium, if any, and interest from time to time payable thereon may be paid to the order of the survivor or survivors of such registered holders and the receipt of any such survivor or survivors therefor shall be a valid discharge to the Trustee and any registrar and to the Corporation.

ARTICLE 4

REDEMPTION AND PURCHASE OF DEBENTURES

4.1 Applicability of Article

(a) Subject to regulatory approval, Section 2.2(e), Section 2.2(f) and Article 6, the Corporation shall have the right at its option, during the periods specified and subject to the conditions specified in such Sections and prior to the Maturity Date, to redeem Debentures issued hereunder in accordance with such Sections and this Article 4.

(b) Subject to regulatory approval and Article 6, the Corporation shall also have the right at its option to repay, either in whole or in part, on maturity, by payment of money in accordance with Section 2.12, any of the Debentures issued hereunder.

4.2 Partial Redemption

If less than all the Debentures outstanding are at any time to be redeemed under Section 4.1, the Debentures to be so redeemed shall be selected by the Trustee on a pro rata basis to the nearest multiple of $1,000 in accordance with the principal amount of the Debentures registered in the name of each holder or in such other manner as the Trustee deems equitable, subject to the approval of the TSXV or any other Recognized Stock Exchange, as the case may be, as may be required from time to time. For this purpose, the Trustee may make, and from time to time vary, regulations with respect to the manner in which such Debentures may be drawn for redemption and regulations so made shall be valid and binding upon all holders of such Debentures notwithstanding that as a result thereof one or more of such Debentures may become subject to redemption in part only or for cash only. In the event that one or more of such Debentures becomes subject to redemption in part only, upon surrender of any such Debentures for payment of the Optional Redemption Price, together with interest accrued to but excluding the Redemption Date, the Corporation shall execute and the Trustee shall certify and deliver without charge to the holder thereof or upon the holder's order one or more new Debentures for the unredeemed part of the principal amount of the Debenture or Debentures so surrendered or, with respect to a Global Debenture, the Trustee shall make notations on the Global Debenture of the principal amount thereof so redeemed. Unless the context otherwise requires, the terms "Debenture" or "Debentures" as used in this Article 4 shall be deemed to

mean or include any part of the principal amount of any Debenture which in accordance with the foregoing provisions has become subject to redemption.

4.3 Notice of Redemption

For purposes of a redemption under Section 4.1(a), notice of redemption (the "Redemption Notice") of the Debentures shall be given to the Trustee and the holders of the Debentures so to be redeemed not more than 60 days nor less than 30 days prior to the date fixed for redemption (the "Redemption Date") in the manner provided in Section 14.2. The Redemption Notice shall be substantially in the form of Schedule B hereto and shall specify the aggregate principal amount of Debentures called for redemption, the Redemption Date, the Redemption Price and the places of payment and shall state that interest upon the principal amount of Debentures called for redemption shall cease to be payable from and after the Redemption Date. In addition, unless all the outstanding Debentures are to be redeemed, the Redemption Notice shall specify:

(a) the distinguishing letters and numbers of the registered Debentures which are to be redeemed (or of such thereof as are registered in the name of such Debentureholder);
(b) in the case of a published notice, the distinguishing letters and numbers of the Debentures which are to be redeemed or, if such Debentures are selected by terminal digit or other similar system, such particulars as may be sufficient to identify the Debentures so selected;
(c) in the case of a Global Debenture, that the redemption will take place in such manner as may be agreed upon by the Depository, the Trustee and the Corporation; and
(d) in all cases, the principal amounts of such Debentures or, if any such Debenture is to be redeemed in part only, the principal amount of such part.

In the event that all Debentures to be redeemed are registered Debentures, publication shall not be required.

4.4 Debentures Due on Redemption Dates

Provided that the Redemption Notice has been provided as set out in Section 4.3, all the Debentures so called for redemption shall thereupon be and become due and payable at the Redemption Price, together with accrued interest to but excluding the Redemption Date, on the Redemption Date specified in such notice, in the same manner and with the same effect as if it were the Maturity Date, anything therein or herein to the contrary notwithstanding, and from and after such Redemption Date, if the monies necessary to redeem such Debentures shall have been deposited as provided in Section 4.5 and affidavit or other proof satisfactory to the Trustee as to the publication and/or mailing of such notices shall have been lodged with it, interest upon the Debentures shall cease.

4.5 Deposit of Redemption Monies

Redemption of the Debentures shall be provided for by the Corporation depositing with the Trustee or any paying agent to the order of the Trustee, on or before 9:00 a.m. (Vancouver time) on the Business Day immediately prior to the Redemption Date specified in such notice, such sums of money as may be sufficient to pay the Redemption Price of the Debentures so called for redemption, plus accrued and unpaid interest thereon up to but excluding the Redemption Date, provided the Corporation may elect to satisfy this requirement by providing the Trustee with a certified cheque or wire transfer for such amounts required under this Section 4.5. The Corporation shall also deposit with the Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Trustee in connection with such redemption. Every such deposit shall be irrevocable. From the sums so deposited, the Trustee shall pay or cause to be paid, to the holders of such Debentures so called for redemption, upon surrender of such Debentures, the principal, premium (if any) and interest (if any) to which they are respectively entitled on redemption.

4.6 Failure to Surrender Debentures Called for Redemption

In case the holder of any Debenture validly called for redemption pursuant to Section 4.1 shall fail on or before the Redemption Date to so surrender such holder's Debenture, or shall not within such time accept payment of the redemption monies payable, or give such receipt therefor, if any, as the Trustee may require, such redemption monies may be set aside in trust, either in the deposit department of the Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Debentureholder of the sum so set aside and, to that extent, the Debenture shall thereafter not be considered as outstanding hereunder and the Debentureholder shall have no other right except to receive payment out of the monies so paid and deposited, upon surrender and delivery of such holder's Debenture, plus any accrued but unpaid interest thereon to but excluding the Redemption Date. In the event that any money required to be deposited hereunder with the Trustee or any depository or paying agent on account of principal, premium, if any, or interest, if any, on Debentures issued hereunder shall remain so deposited for a period of three years from the Redemption Date, then such monies, together with any accumulated interest thereon, shall at the end of such period be paid over or delivered over by the Trustee or such depository or paying agent to the Corporation on its demand, and thereupon the Trustee shall not be responsible to Debentureholders for any amounts owing to them and, subject to applicable law, thereafter the holder of a Debenture in respect of which such money was so repaid to the Corporation shall have no rights in respect thereof except to obtain payment of the money due from the Corporation, subject to any limitation period provided by the laws of British Columbia.

4.7 Cancellation of Debentures Redeemed

Subject to the provisions of Section 4.2 as to Debentures redeemed or purchased, all Debentures redeemed and paid under this Article 4 (other than, for greater certainty, Section 4.9, as to which delivery and cancellation shall be optional) shall forthwith be delivered to the Trustee and cancelled and no Debentures shall be issued in substitution for those redeemed.

4.8 Deposit of Maturity Monies

Payment on maturity of Debentures shall be provided for by the Corporation depositing with the Trustee or any paying agent to the order of the Trustee, on or before 9:00 a.m. (Vancouver time) on the Business Day immediately prior to the Maturity Date such sums of money as may be sufficient to pay the principal amount of the Debentures, together with a sum of money sufficient to pay all accrued and unpaid interest thereon up to but excluding the Maturity Date, provided the Corporation may elect to satisfy this requirement by providing the Trustee with one or more certified cheques or with funds by wire transfer, for such amounts required under this Section 4.8. The Corporation shall also deposit with the Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Trustee in connection therewith. Every such deposit shall be irrevocable. From the sums so deposited, the Trustee shall pay or cause to be paid to the holders of such Debentures, upon surrender of such Debentures, the principal and interest to which they are respectively entitled on the Maturity Date.

4.9 Purchases by the Corporation

The Corporation or any of its Subsidiaries may, from time to time and in compliance with applicable law, purchase Debentures in open market purchases, by tender offer or in negotiated transactions without delivering prior notice to Holders. The Corporation shall promptly deliver to the Trustee for cancellation all Debentures that the Corporation has purchased or otherwise acquired and which are not intended to be held in treasury or resold, together with a Written Direction directing such cancellation.

ARTICLE 5

GUARANTEES

5.1 Guarantees

The Corporation shall cause each of the Guarantors to guarantee payment and performance of the obligations of the Corporation under this Indenture by executing and delivering a Guarantee.

5.2 Amalgamation of Guarantors

In case of any consolidation, amalgamation or merger, or any sale or conveyance of all or substantially all of the properties and assets of any Guarantor permitted or not prohibited by this Indenture, upon the assumption by the successor person, by execution and delivery to the Trustee of a Guarantee, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Nothing contained in this Section 5.2 or the Guarantee and Security Documents shall prevent any amalgamation, consolidation or merger of a Guarantor with or into another Person, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, provided that such successor Person executes and delivers to the Trustee a Guarantee.

5.3 Release

In the event of a sale or other disposition of all or substantially all of the assets of a Guarantor, by way of amalgamation, merger, consolidation, or otherwise, or a sale or other disposition of all of the equity interests of such Guarantor then held by the Corporation or any of its Subsidiaries to a Person that is not (either before or after giving effect to such transaction) the Corporation or another Guarantor, in each case so long as such sale or other disposition is permitted or not prohibited by this Indenture or (ii) in the case of a Guarantee issued by a Guarantor, upon the release or discharge of the guarantee by such Guarantor in respect of the Senior Credit Facility; or (iii) in the case of a Guarantee issued by any Guarantor, if the Corporation discharges the Debentures and its obligations under this Indenture or exercises its legal or covenant defeasance options, respectively, with respect to the Debentures, then in each such case set forth in clauses (i) through (iii), such Guarantor shall be released and relieved of any obligations under its Guarantee without any further action being required by the Trustee or any Debentureholder. Upon delivery by the Corporation to the Trustee of an Officer's Certificate and a legal opinion of Counsel to the effect that such sale or other disposition was made by the Corporation in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee.

ARTICLE 6

SECURITY FOR THE DEBENTURES

6.1 Security

The Corporation shall execute and deliver the Corporation Security Agreements, and shall cause each Guarantor to execute and deliver each of the Guarantor Security Agreements, in each case to which it is a party, for the benefit of the Trustee and the Debentureholders.

The Trustee, on its own behalf and on behalf of the Debentureholders, shall enter into the Intercreditor Agreement, subordinating certain rights of the Trustee and Debentureholders to those of the Senior Creditor.

In case of any conflict between the provisions of this Indenture and the other Debenture Documents, the provisions of this Indenture shall prevail and bind.

Following the occurrence and during the continuance of an Event of Default, subject to the Intercreditor Agreement, the Trustee will have the rights described in the Guarantee and Security Documents. The

Trustee, and the Debentureholders and the Beneficial Holders by subscribing for and accepting the Debentures, acknowledge that, in the event that the Corporation defaults in its obligations hereunder, the sole recourse of the Trustee, the Debentureholders and the Beneficial Holders against the Obligors shall be with respect to the Guarantees and the Security Interests granted to the Trustee pursuant to the Guarantee and Security Documents. The Beneficial Holders will have no recourse against any of the Corporation's other Subsidiaries, other than the Guarantors.

6.2 Registration of Security

The Corporation shall, at the Corporation's expense, ensure that the Security Documents, and all documents, caveats, security notices, financing statements and financing change statements in respect thereof, are promptly filed and re-filed and registered as often as may be required by applicable law or as may be necessary or desirable to perfect and preserve the Security Interests created by the Security Documents, and will promptly provide the Trustee with evidence (satisfactory to the Trustee) of such filing, registration and deposit after the making thereof. The Corporation shall, if and when requested to do so by the Trustee, furnish to the Trustee an opinion of Counsel with respect to registration of the Security Interests, to the extent such opinion is usual and customary in the applicable jurisdiction.

6.3 Ranking and Priority

Subject to the Intercreditor Agreement, the Corporation and the Trustee agree that the Senior Security and the Security Interests shall rank in descending order of priority with respect to the Secured Assets including any dividend or any other payment or distribution from, or in respect of, the Secured Assets as follows:

(a) first, the Senior Security, to the extent of the Senior Indebtedness and its ultimate balance, notwithstanding that at any particular time there is no Senior Indebtedness; and
(b) second, the Security Interests, to the extent of indebtedness evidenced by the Debentures, including principal of and premium, if any, and interest on and other amounts in respect of the Debentures, and their ultimate balance, including all obligations and liabilities to the Debentureholders and the Trustee under this Indenture.

6.4 Order of Payment

All amounts from time to time received or recovered by the Trustee in connection with the realization or enforcement of all or any part of the Secured Assets shall be paid out in accordance with Section 10.7.

6.5 Obligation to Pay Not Impaired

Nothing contained in this Article 6 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Corporation, its creditors, and the holders of the Debentures, the obligation of the Corporation, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, premium, if any, and interest on the Debentures, as and when the same shall become due and payable in accordance with their terms, or affect the relative rights of the holders of the Debentures and creditors of the Corporation, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject in each case to the Intercreditor Agreement.

6.6 Payment Priorities if Senior Indebtedness in Default

Upon the occurrence of a default or event of default which is continuing with respect to any Senior Indebtedness of the Corporation permitting (whether at that time or upon notice, lapse of time, or satisfaction of any other condition precedent) a Senior Creditor to demand payment or acceleration of maturity thereof where the notice of such default or event of default has been given by or on behalf of the holders of Senior Indebtedness to the Corporation or the Corporation otherwise has knowledge thereof,

unless and until such default or event of default shall have been cured or waived or shall have ceased to exist, no payment (by purchase of Debentures or otherwise) shall be made by the Corporation under the Debentures and neither the Trustee nor the holders of Debentures shall be entitled to demand, institute proceedings for the collection of (which shall, for certainty include proceedings related to an adjudication or declaration as to the insolvency or bankruptcy of the Corporation and other similar creditor proceedings), or receive any payment or benefit (including without limitation by set-off, combination of accounts or otherwise in any manner whatsoever) on account of the Debentures after the happening of such a default or event of default with respect to any Senior Indebtedness of the Corporation, and unless and until such default or event of default shall have been cured or waived or shall have ceased to exist, such payments shall be held in trust for the benefit of, and, if and when such Senior Indebtedness shall have become due and payable, shall be paid over to, the holders of the Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing an amount of the Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. provided, however, subject to the Intercreditor Agreement, that the foregoing shall in no way prohibit, restrict or prevent the Trustee, pursuant to the terms and conditions of this Indenture, from taking such actions as may be necessary to preserve claims of the Trustee and/or the holders of the Debentures under any Debenture Document in any bankruptcy, reorganization or insolvency proceeding (including, without limitation, the filing of proofs of claim in any such bankruptcy, reorganization or insolvency proceedings by or against any Obligor and exercising its rights to vote as an unsecured creditor under any such bankruptcy, reorganization or insolvency proceedings commenced by or against any Obligor).

The fact that any payment hereunder is prohibited by this Section 6.6 shall not prevent the failure to make such payment from being an Event of Default hereunder.

6.7 Confirmation of Subordination

Each holder of Debentures by its acceptance thereof authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to sign the Intercreditor Agreement and effect the subordination as provided in this Article 6 and appoints the Trustee its attorney-in-fact for any and all such purposes. In addition to the Intercreditor Agreement, upon request of the Corporation, and upon being furnished an Officer's Certificate stating that one or more named Persons are Senior Creditors and specifying the amount and nature of the Senior Indebtedness of such Senior Creditor, the Trustee shall enter into further written agreement or agreements with the Corporation, and the Person or Persons named in such Officer's Certificate providing that such Person or Persons are entitled to all the rights and benefits of this Article 6 as a Senior Creditor and for such other matters, such as an agreement not to amend the provisions of this Article 6 and the definitions herein without the consent of such Senior Creditor, as the Senior Creditor may reasonably request. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any Senior Creditor who has not entered into such an agreement.

6.8 Knowledge of Trustee

Notwithstanding the provisions of this Article 6 or any provision in this Indenture or contained in the Debentures, the Trustee will not be charged with knowledge of any Senior Indebtedness or of any default in the payment thereof, or of the existence of any event of default or any other fact that would prohibit the making of any payment of monies to or by the Trustee, or the taking of any other action by the Trustee, unless and until the Trustee has received written notice thereof from the Corporation, any Debentureholder or any Senior Creditor. The Trustee will notify Debentureholders as soon as reasonably practicable of such notice.

6.9 Trustee May Hold Senior Indebtedness

The Trustee is entitled to all the rights set forth in this Article 6 with respect to any Senior Indebtedness at the time held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture deprives the Trustee of any of its rights as such holder.

6.10 Rights of Holders of Senior Indebtedness Not Impaired

No right of any present or future holder of any Senior Indebtedness to enforce the subordination herein will at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Corporation or by any non-compliance by the Corporation with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with.

6.11 Altering the Senior Indebtedness

Subject to Section 9.17, the holders of the Senior Indebtedness have the right to extend, renew, modify or amend the terms of the Senior Indebtedness or any security therefor and to release, sell or exchange such security and otherwise to deal freely with the Corporation, all without notice to or consent of the Debentureholders or the Trustee and without affecting the liabilities and obligations of the Parties or the Debentureholders.

6.12 Additional Indebtedness

Subject to Section 9.17, this Indenture does not restrict the Corporation from incurring additional indebtedness for borrowed money or other obligations or liabilities or, subject to the priorities set forth in this Article 6, mortgaging, pledging or charging its properties to secure any indebtedness or obligations or liabilities.

6.13 Right of Debentureholder to Convert Not Impaired

The subordination of the Debentures to the Senior Indebtedness as described in this Article 6 do not impair in any way the right of a Debentureholder to convert its Debentures pursuant to Section 2.2(g) or Article 7, as the case may be.

6.14 Invalidated Payments

In the event that any of the Senior Indebtedness shall be paid in full and subsequently, for whatever reason, such formerly paid or satisfied Senior Indebtedness becomes unpaid or unsatisfied, the terms and conditions of this Article 6 shall be reinstated and the provisions of this Article 6 shall again be operative until all Senior Indebtedness is repaid in full, provided that such reinstatement shall not give the Senior Creditors any rights or recourses against the Trustee or the Debentureholders for amounts paid to the Debentureholders subsequent to such payment or satisfaction in full prior to such reinstatement.

6.15 Release of Security Interest

The Security Interest securing the Debentures will be automatically released, all without delivery of any instrument or performance of any act by any party, at any time and from time to time as provided by this Section 6.15. Upon such release, subject to the terms of the Guarantee and Security Documents, all rights in the released Secured Assets securing obligations under this Indenture and the other Debenture Documents shall revert to the Corporation and the Guarantors, as applicable. The Secured Assets shall be released from the Security Interest and the Trustee (subject to its receipt of an Officer's Certificate and opinion of Counsel as provided below) shall execute documents evidencing such release, at the Corporation's sole cost and expense, under one or more of the following circumstances:

(a) in whole upon:

(i) payment in full of the principal of, together with accrued and unpaid interest under this Indenture and the Debentures that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid;

(ii) satisfaction and discharge of this Indenture with respect to the Debentures as set forth under Sections 11.4 and 11.5; or

(b) in whole or in part with the consent of the Debentureholders expressed by an Extraordinary Resolution;

(i) constituting a Secured Asset that is sold or otherwise disposed of by the Corporation or any of the Guarantors to any Person that is not the Corporation or any of the Guarantors in a transaction permitted by, or not prohibited by, this Indenture,

(ii) that is held by a Guarantor that ceases to be a Guarantor in accordance with this Indenture,

(iii) that is no longer subject to the Security Interest in accordance with the terms of the Guarantee and Security Documents, including so long as the Senior Credit Facility is outstanding, any asset that is not pledged to secure obligations arising in respect of the Senior Credit Facility (whether pursuant to the terms thereof (and any related documents) or as a result of any determination made thereunder, or by amendment, waiver or otherwise), or

(iv) that is otherwise released in accordance with, and as expressly provided for by the terms of, this Indenture and the Guarantee and Security Documents

(d) in whole or in part as required under the Intercreditor Agreement.

With respect to any release of Secured Assets or release from the Security Interests securing the Debentures, upon receipt of an Officer's Certificate and an opinion of counsel stating that all conditions precedent under this Indenture and the Guarantee and Security Documents, as applicable, to such release have been met and that it is permitted for the Trustee to execute and deliver the documents requested by the Corporation in connection with such release, and any necessary or proper instruments of termination, satisfaction, discharge or release prepared by the Corporation, the Trustee shall execute, deliver or acknowledge such instruments or releases (whether electronically or in writing) to evidence, and shall do or cause to be done all other acts reasonably necessary to effect, in each case as soon as reasonably practicable, the release, without recourse, representation or warranty of any kind, and discharge of any Secured Assets permitted to be released pursuant to this Indenture or the Guarantee and Security Documents. The Trustee shall not be liable for any such release undertaken in reliance upon any such Officer's Certificate or opinion of Counsel, and notwithstanding any term hereof or in any Guarantee and Security Document to the contrary, but without limiting any automatic release provided hereunder or under any Guarantee and Security Document, the Trustee shall not be under any obligation to release any such Security Interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer's Certificate and opinion of Counsel.

ARTICLE 7

CONVERSION OF DEBENTURES

7.1 Applicability of Article

Any Debentures issued hereunder will be convertible into Common Shares or other securities of the Corporation, at such conversion rate and in accordance with the provisions as expressed in this Indenture (including Sections 2.2(g) and 3.7 thereof), and in such Debentures.

Such right of conversion shall extend only to the maximum number of whole Common Shares into which the aggregate principal amount of the Debenture or Debentures surrendered for conversion at any one time by the holder thereof may be converted. Fractional interests in Common Shares shall be adjusted for in the manner provided in Section 7.7.

7.2 Revival of Right to Convert

If the redemption of any Debenture called for redemption by the Corporation is not made or the payment of the purchase price of any Debenture which has been tendered in acceptance of an offer by the Corporation to purchase Debentures for cancellation is not made, in the case of a redemption upon due surrender of such Debenture or in the case of a purchase on the date on which such purchase is required to be made, as the case may be, then the right to convert such Debentures shall revive and continue as if such Debenture had not been called for redemption or tendered in acceptance of the Corporation's offer, respectively.

7.3 Manner of Exercise of Right to Convert

(a) The holder of a Debenture desiring to convert such Debenture in whole or in part into Common Shares shall surrender such Debenture to the Trustee at its principal office in the City of Vancouver, British Columbia, together with the Conversion Notice duly executed by the holder or its executors or administrators or other legal representatives or its or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee, exercising its right to convert such Debenture in accordance with the provisions of this Article 7; provided that with respect to a Global Debenture that is not book-entry only Debentures, the obligation to surrender a Debenture to the Trustee shall be satisfied if the Trustee makes notation on the Global Debenture of the principal amount thereof so converted and the Trustee is provided with all other documentation which it may request; and provided that Global Debenture that is a book-entry only Debenture, registration and surrender of interests in the Debentures will be made only through the Depository's non-certificated system. Thereupon, such Debentureholder or, subject to payment of all applicable stamp or security transfer or other withholding taxes or other governmental charges and compliance with all reasonable requirements of the Trustee, its nominee(s) or assignee(s), shall be entitled to be entered in the books of the Corporation as at the Date of Conversion (or such later date as is specified in Section 7.3(c)) as the holder of the number of Common Shares into which such Debenture is convertible in accordance with the provisions of this Article 7 and, as soon as practicable thereafter, the Corporation shall (i) deliver or cause to be delivered to such Debentureholder or, subject as aforesaid, its nominee(s) or assignee(s), a certificate or certificates for such Common Shares or deposit such Common Shares through the Depository's non-certificated system; and (ii) make or cause to be made any payment of interest to which such holder is entitled in accordance with Section 2.10.

(b) Notwithstanding the forgoing, upon the conversion of a Debenture, no Common Share will be issued or delivered to a holder's nominee(s) or assignee(s) if such issuance or delivery would constitute a violation of Applicable Securities Legislation or the terms of this Convertible Debenture Indenture. In the event the issuance or delivery of a Common Share to a holder's nominee(s) or assignee(s) would result in such person becoming an "insider" of the Corporation (as such term is defined in Applicable Securities Legislation) the Corporation will make all requisite filings, including with appropriate securities commissions and stock exchanges, in connection with such issuance.

(c) For the purposes of this Article 7, a Debenture shall be deemed to be surrendered for conversion when the register of the Trustee is open on the date: (i) on which it is so surrendered (together with all necessary documentation in respect of the exercise of the conversion rights) in accordance with the provisions of this Article 7, (ii) in the case of a Global Debenture, on which the Trustee received the Conversion Notice as specified in

Section 7.3 (together with all necessary documentation in respect of the exercise of the conversion rights), or (iii) in the case of a Debenture so surrendered by post or other means of transmission, on which it is received by the Trustee (together with all necessary documentation in respect of the exercise of the conversion rights) at one of its offices specified in Section 7.3(a); provided that if a Debenture is surrendered for conversion on a day on which the register of Common Shares or Debentures is closed, the Person or Persons entitled to receive Common Shares shall become the holder or holders of record of such Common Shares as at the date on which such registers are next reopened (in each case, the "Date of Conversion").

(d) Any part, being $1,000 or a multiple thereof, of a Debenture may be converted as provided in this Article 7 and all references in this Indenture to conversion of Debentures shall be deemed to include conversion of such parts.

(e) The holder of any Debenture of which only a part is converted shall, upon the exercise of its right of conversion, surrender such Debenture to the Trustee in accordance with Section 7.3(a), and the Trustee shall cancel the same and shall without charge forthwith certify and deliver to the holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered or, with respect to a Global Debenture, if certificated, the Trustee shall make notations on the Global Debentures of the principal amount thereof so converted or with respect to a Global Debenture that is a book-entry only Debenture, registration and surrender of interests in the Debentures will be made only through the Depository's non-certificated system.

(f) The Common Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the Date of Conversion or such later date as such holder shall become the holder of record of such Common Shares pursuant to Section 7.3(c), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.

7.4 Prohibitions on Conversion

Notwithstanding anything to the contrary herein, the issuance by the Corporation of any Common Shares to a holder upon conversion of a Debenture shall not be effective or enforceable and shall be null and void if: (i) such issuance would result in the holder, and any person acting in combination or in concert with the holder, beneficially owning (directly or indirectly) greater than 9.99% of the issued and outstanding Common Shares after giving effect of such issuance, unless a personal information form has been cleared by the TSXV in accordance with applicable TSXV requirements; or (ii) such issuance would result in the holder, and any person acting in combination or in concert with the holder, beneficially owning (directly or indirectly) greater than 19.99% of the issued and outstanding Common Shares after giving effect of such issuance, unless shareholder approval has been obtained for a new control person in accordance with applicable TSXV requirements.

7.5 Adjustment of Conversion Price

Subject to any necessary prior approval of the TSXV or any other Recognized Stock Exchange on which the Corporation's securities are then listed, if any (except for any adjustment related solely to a stock split or share consolidation), the Conversion Price in effect at any date shall be subject to adjustment from time to time as set forth below.

(a) If and whenever at any time prior to the Time of Expiry, the Corporation shall

(i) subdivide or redivide the outstanding Common Shares into a greater number of shares;

(ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of shares; or
(iii) issue Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a dividend or distribution (other than the issue of Common Shares to holders of Common Shares who have elected to receive dividends or distributions in the form of Common Shares in lieu of cash dividends or cash distributions paid in the ordinary course on the Common Shares),

the Conversion Price in effect on the effective date of such subdivision, redivision, reduction, combination or consolidation or on the record date for such issue of Common Shares by way of a dividend or distribution, as the case may be, shall in the case of any of the events referred to in (i) and (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or dividend, or shall, in the case of any of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation. Such adjustment shall be made successively whenever any event referred to in this Section 7.5(a) shall occur. Any such issue of Common Shares by way of a dividend or distribution shall be deemed to have been made on the record date for the dividend or distribution for the purpose of calculating the number of outstanding Common Shares under subsections (c) and (d) of this Section 7.5.

(b) If and whenever at any time prior to the Time of Expiry, the Corporation shall fix a record date for the payment of a cash dividend or distribution to the holders of all or substantially all of the outstanding Common Shares, the Conversion Price shall be adjusted immediately after such record date so that it shall be equal to the price determined by multiplying the Conversion Price on such record date by a fraction, of which the denominator shall be the Current Market Price per Common Share on such record date and of which the numerator shall be the Current Market Price per Common Share on such record date minus the amount in cash per Common Share distributed to holders of Common Shares. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such cash dividend or distribution is not paid, the Conversion Price shall be re-adjusted to the Conversion Price which would then be in effect if such record date had not been fixed. Such adjustment shall be made successively whenever any event referred to in this Section 7.5(b) shall occur.

(c) If and whenever at any time prior to the Time of Expiry, the Corporation shall fix a record date for the issuance of options, rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price of a Common Share on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible securities so offered) by such Current Market Price per Common Share, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible securities so offered are convertible). Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such options, rights or warrants are not so issued or any such options, rights or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be re-adjusted to the Conversion Price which would then be in effect if such record date had not

been fixed or to the Conversion Price which would then be in effect if the number of Common Shares (or securities convertible into Common Shares) actually issued upon the exercise of such options, rights or warrants were included in such fraction, as the case may be.

(d) If and whenever at any time prior to the Time of Expiry, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 7.5(a) or a consolidation, amalgamation, arrangement, binding share exchange, merger of the Corporation with or into any other Person or acquisition of the Corporation or other combination pursuant to which the Common Shares are converted into or acquired for cash, securities or other property; or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other Person (other than a direct or indirect wholly-owned Subsidiary of the Corporation) or a liquidation, dissolution or winding-up of the Corporation, any holder of a Debenture who has not exercised its right of conversion prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, share exchange, acquisition, combination, sale or conveyance or liquidation, dissolution or winding-up, upon the exercise of such right thereafter, shall, subject to the immediately following paragraph, be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, such amount of cash or the number of shares or other securities or property of the Corporation or of the Person resulting from such merger, amalgamation, arrangement, acquisition, combination or consolidation, or to which such sale or conveyance may be made or which holders of Common Shares receive pursuant to such liquidation, dissolution or winding-up, as the case may be, that such holder of a Debenture would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, share exchange, acquisition, combination, sale or conveyance or liquidation, dissolution or winding-up, if, on the record date or the effective date thereof, as the case may be, the holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the conversion right.

If determined appropriate by the Board, to give effect to or to evidence the provisions of this Section 7.5(d), the Corporation, its successor, or such purchasing Person, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, share exchange, acquisition, combination, sale or conveyance or liquidation, dissolution or winding-up, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the holder of Debentures to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any cash, shares or other securities or property to which a holder of Debentures is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Trustee pursuant to the provisions of this Section 7.5(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 16. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing Person and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 7.5(d) and which shall apply to successive reclassifications, capital reorganizations, amalgamations, consolidations, mergers, share exchanges, acquisitions, combinations, sales or conveyances. Notice of any transaction to which this Section 7.5(d) applies shall be given in accordance with Section 7.11. For greater certainty, nothing in this Section 7.5(d) shall affect or reduce the requirement for the Corporation to make a Change of Control Offer.

(e) If the Corporation shall make a distribution to all or substantially all of the holders of Common Shares of shares in the capital of the Corporation other than Common Shares, or evidences of indebtedness or other assets of the Corporation, including securities (but

excluding (x) any issuance of rights or warrants for which an adjustment was made pursuant to Section 7.5(c) and (y) any dividend or distribution paid exclusively in cash for which an adjustment was made pursuant to Section 7.5(b)) (the "Distributed Securities"), then, in each such case (unless the Corporation at its option chooses to distribute such Distributed Securities to the holders of Debentures on such dividend or distribution date (as if each holder had converted such Debenture into Common Shares immediately preceding the record date with respect to such distribution)), the Conversion Price immediately preceding the record date fixed for the dividend or distribution shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price immediately preceding such record date by a fraction of which the denominator shall be the Current Market Price for the Common Shares immediately prior to the record date and of which the numerator shall be the Current Market Price per Common Share on such record date less the fair market value (as reasonably determined by the Board, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officer's Certificate delivered to the Trustee, all subject to the approval of the TSXV or other Recognized Stock Exchange, if required) on such record date of the portion of the Distributed Securities so distributed applicable to one Common Share (determined on the basis of the number of Common Shares outstanding at the close of business on such record date). Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price that would then be in effect if such dividend or distribution had not been declared. If the then fair market value (as so determined) of the portion of the Distributed Securities so distributed applicable to one Common Share is equal to or greater than the Current Market Price per Common Share on such record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of a Debenture shall have the right to receive upon conversion the amount of Distributed Securities so distributed that such holder would have received had such holder converted each Debenture on such record date. If the Board determines the fair market value of any distribution for purposes of this Section 7.5(e) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price of the Common Shares.

Notwithstanding the foregoing, if the securities distributed by the Corporation to all holders of its Common Shares consist of capital stock of, or similar equity interests in, a Subsidiary of the Corporation (the "Spinoff Securities"), the Conversion Price immediately preceding the record date fixed for the dividend or distribution shall be adjusted, unless the Corporation at its option chooses to make an equivalent and concurrent distribution to the holders of Debentures (as if each holder had converted such Debenture into Common Shares immediately preceding the record date with respect to such distribution), so that the same shall be equal to the number determined by multiplying the Conversion Price on the record date fixed for the determination of shareholders entitled to receive such distribution by a fraction, the denominator of which shall be the sum of (A) the weighted average trading price of one Common Share over the 20 consecutive Trading Day period (the "Spinoff Valuation Period") commencing on and including the fifth Trading Day after the date on which ex-dividend trading commences for such distribution on the TSXV or other Recognized Stock Exchange and (B) the product of (i) the weighted average trading price (calculated in substantially the same way as the Current Market Price is calculated for the Common Shares) over the Spinoff Valuation Period of the Spinoff Securities or, if no such prices are available, the fair market value of the Spinoff Securities as reasonably determined by the Board (which determination shall be conclusive and shall be evidenced by an Officer's Certificate delivered to the Trustee but shall be subject to the approval of the TSXV or other Recognized Stock Exchange, if required) multiplied by (ii) the number of Spinoff Securities distributed in respect of one Common Share and the numerator of which shall be the weighted average trading price of one Common Share over the Spinoff

Valuation Period, such adjustment to become effective immediately preceding the opening of business on the 25th Trading Day after the date on which ex-dividend trading commences; provided, however, that the Corporation may in lieu of the foregoing adjustment elect to make adequate provision so that each holder of Debentures shall have the right to receive upon conversion thereof the amount of such Spinoff Securities that such holder of Debentures would have received if such Debentures had been converted on the record date with respect to such distribution.

(f) If, prior to the 18-month anniversary of the Closing Date, the Corporation completes a Roll-In Event, effective as of the Roll-In Event Date, the Conversion Price immediately preceding such Roll-In Event shall be increased to $1.61 (such price adjusted by each other adjustment made to the Conversion Price pursuant to this Section 7.5 prior to the adjustment made pursuant to this Section 7.5(f)) prior to the Roll-In Event Date.

(g) If, at any time following the Initial Closing Date, any Tiny Fund Interests are acquired by the Corporation in exchange for Common Shares at an effective price per Common Share that is less than $1.15 (such price adjusted by each other adjustment made to the Conversion Price pursuant to this Section 7.5 prior to the adjustment made pursuant to this Section 7.5(g)), then the Conversion Price effective at such time shall be reduced as follows:

$$
\text{adjusted Conversion Price} = \mathrm{CP} \left(1 - \frac{\mathrm{NR}}{\mathrm{NT}} \left(1 - \frac{\mathrm{PR}}{\mathrm{PE}}\right)\right)
$$

Where:

CP = Conversion Price as of date of acquisition of Tiny Fund Interests
NR = Number of shares issued by the Corporation for Tiny Fund Interests
NT = Total number of Common Shares issued and outstanding as of the date of the acquisition of Tiny Fund Interests
PR = Such effective price per Common Share
PE = Equity Offering Price

Notwithstanding the foregoing, the aggregate reduction to the Conversion Price resulting from adjustment under this Section 7.5(g) shall not reduce the Conversion Price to less than the greater of (i) $1.15 (such price adjusted by each other adjustment made to the Conversion Price pursuant to this Section 7.5 prior to the adjustment made pursuant to this Section 7.5(g)) and (ii) the minimum allowable conversion price permitted by applicable law and the rules of any Recognized Stock Exchange.

(h) In any case in which this Section 7.5 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Debenture converted after such record date and before the occurrence of such event the additional Common Shares issuable upon such conversion by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder's right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the Date of Conversion or such later date as such holder would, but for the provisions of this Section

7.5(f), have become the holder of record of such additional Common Shares pursuant to Section 7.3(b).

(i) The adjustments provided for in this Section 7.5 are cumulative and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.5, provided that, notwithstanding any other provision of this Section 7.5, no adjustment of the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Price then in effect; provided however, that any adjustments which by reason of this Section 7.5(i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

(j) For the purpose of calculating the number of Common Shares outstanding, Common Shares owned by or for the benefit of the Corporation shall not be counted.

(k) In the event of any question arising with respect to the adjustments provided in this Section 7.5, such question shall be conclusively determined by the Board, and in the event holders of not less than 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the holders, such determination shall be made by a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the Auditors of the Corporation); such accountants shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Trustee and the Debentureholders. In the absence of notice by holders of not less than 25% of the principal amount of the Debentures then outstanding of their disagreement as aforesaid, the determination of the Board shall be binding.

(l) In case the Corporation shall take any action affecting the Common Shares other than action described in this Section 7.5 that in the opinion of the Board would materially affect the rights of Debentureholders, the Conversion Price shall be adjusted in such manner and at such time, by action of the Board, subject to the prior written consent of any exchange on which Corporation's securities are then listed, as the Board in its sole discretion may reasonably determine to be equitable in the circumstances. Failure of the Board to make such an adjustment shall be conclusive evidence that it has determined that it is equitable to make no adjustment in the circumstances.

(m) Subject to the prior written consent of any exchange on which the Debentures are then listed, no adjustment in the Conversion Price shall be made in respect of any event described in Sections 7.5(a), 7.5(b), 7.5(c) or 7.5(e) other than the events described in Section 7.5(a)(i) or (a)(ii) if the holders of the Debentures are entitled to participate in such event on the same terms mutatis mutandis as if they had converted their Debentures prior to the effective date or record date, as the case may be, of such event.

(n) Except as stated above in this Section 7.5, no adjustment will be made in the Conversion Price for any Debentures as a result of the issuance of Common Shares at less than the Current Market Price for such Common Shares on the date of issuance or the Conversion Price.

The parties acknowledge and agree that none of the entry into or closing of any of the transactions related to the Serato Acquisition or the Concurrent Equity Offering will trigger any of the forgoing adjustment provisions.

7.6 Forced Conversion

If prior to the Maturity Date, the Current Market Price of the Common Shares exceeds 200% of the Conversion Price (a 100% premium to the Conversion Price) (as adjusted in accordance with Section 7.5) for 20 consecutive trading days, and subject to the approval of the TSXV or any other applicable Recognized Stock Exchange, if applicable, the Corporation shall have right to convert all but not less than all of the principal amount of the Debentures into Common Shares at the Conversion Price, upon providing a written notice to the Trustee in accordance with this Indenture (the "Forced Conversion Notice"). In the event that the Corporation exercises its right to force conversion, the effective date of the conversion of the Debentures (the "Forced Conversion Date") shall be the date stipulated in the Forced Conversion Notice (such date to be no earlier than 30 days after the date of the Forced Conversion Notice and no later than 60 days after the date of the Forced Conversion Notice), and upon such Forced Conversion Date: (i) all of the principal amount of the Debentures shall be converted into Common Shares at the Conversion Price; and (ii) the Debentureholders shall be entered in the books of the Corporation as at the Forced Conversion Date as the holders of the number of Common Shares, as applicable, into which the initial Debentures held by them are convertible.

7.7 No Requirement to Issue Fractional Common Shares

The Corporation shall not be required to issue fractional Common Shares upon the conversion of Debentures pursuant to this Article 7. If more than one Debenture shall be surrendered for conversion at one time by the same holder, the number of whole Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of such Debentures to be converted. If any fractional interest in a Common Share would, except for the provisions of this Section 7.7, be deliverable upon the conversion of any principal amount of Debentures, the number of Common Shares so issuable shall be rounded down to the nearest whole number.

7.8 Corporation to Reserve Common Shares

The Corporation covenants with the Trustee that it will at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited), solely for the purpose of issue upon conversion of Debentures as in this Article 7 provided, and conditionally allot to Debentureholders who may exercise their conversion rights hereunder, such number of Common Shares as shall then be issuable upon the conversion of all outstanding Debentures. The Corporation covenants with the Trustee that all Common Shares which shall be so issuable shall be duly and validly issued as fully-paid and non-assessable.

7.9 Cancellation of Converted Debentures

Subject to the provisions of Section 7.3 as to Debentures converted in part, all Debentures converted in whole or in part under the provisions of this Article 7 shall be forthwith delivered to and cancelled by the Trustee and no Debenture shall be issued in substitution for those converted.

7.10 Certificate as to Adjustment

The Corporation shall, promptly after the occurrence of any event which requires an adjustment or readjustment as provided in Section 7.5, deliver an Officer's Certificate to the Trustee (and, so long as there is a Lead Investor, the Lead Investor) specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by advice of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 14.2 specifying the event requiring

such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice under this Section 7.10 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 7.10. The Trustee shall rely, and shall be protected in so doing, upon the Officer's Certificate and any other document filed by the Corporation pursuant to this Article 7 for all purposes.

7.11 Notice of Special Matters

The Corporation covenants with the Trustee that so long as any Debenture remains outstanding, it will give notice to the Trustee, and to the Debentureholders in the manner provided in Section 14.2, of its intention to fix a record date for any event referred to in Sections 7.5(a), 7.5(b), 7.5(c) or 7.5(e) (other than the subdivision, redivision, reduction, combination or consolidation of its Common Shares) which may give rise to an adjustment in the Conversion Price, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Corporation shall only be required to specify in such notice such particulars of such event as shall have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 10 days in each case prior to such applicable record date.

In addition, the Corporation covenants with the Trustee that so long as any Debenture remains outstanding, it will give notice to the Trustee, and to the Debentureholders in the manner provided in Section 14.2, at least 10 days prior to the effective date of any transaction referred to in Section 7.5(d) stating the consideration into which the Debentures will be convertible after the effective date of such transaction.

7.12 Protection of Trustee

The Trustee:

(a) shall not at any time be under any duty or responsibility to any Debentureholder to determine whether any facts exist which may require any adjustment in the Conversion Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same;

(b) shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of any shares or other securities or property which may at any time be issued or delivered upon the conversion of any Debenture;

(c) shall not be responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Common Shares or share certificates upon the surrender of any Debenture for the purpose of conversion, or to comply with any of the covenants contained in this Article 7; and

(d) shall not incur any liability or be in any way responsible for the consequences of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the directors, officers, employees, agents or servants of the Corporation.

ARTICLE 8 CHANGE OF CONTROL PURCHASES

8.1 Change of Control Purchase

Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 8.1, the Corporation shall be obligated to offer to purchase all of the Debentures then outstanding. The terms and conditions of such obligation are set forth below:

(a) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a "Change of Control Notice"), together with an offer in writing (the "Change of Control Offer") to purchase, on the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such offer by the holders of Debentures) of the Debentures then outstanding from the holders thereof made in accordance with the requirements of Applicable Securities Legislation at a price per Debenture equal to 101% of the principal amount thereof plus accrued and unpaid interest on such Debentures up to, but excluding, the Change of Control Purchase Date (collectively, the "Change of Control Offer Price"). The Change of Control Offer shall expire on the date (the "Change of Control Offer Expiry Date") that is 15 Business Days after the date that the Change of Control Notice and Change of Control Offer are delivered to holders of Debentures. Notwithstanding the foregoing, if such Change of Control Purchase Date is less than five Business Days prior to an Interest Payment Date, then the interest payable on such Change of Control Purchase Date will be paid to the holder of record of the Debentures on the close of the fifth Business Day prior to the Change of Control Purchase Date. The "Change of Control Purchase Date" shall be the date that is 30 Business Days after the date that the Change of Control Notice and Change of Control Offer are delivered to holders of Debentures.

(b) If in connection with a Change of Control Offer, if the aggregate principal amount of the Debentures tendered in the Change of Control Offer on or before the on the Change of Control Offer Expiry Date would result in 10% or less of the aggregate principal amount of Debentures issued under this Indenture remaining outstanding following the Change of Control Purchase Date, the Corporation has the right (but no obligation) to purchase all of the remaining Debentures outstanding in connection with such Change of Control Offer by written notice provided to the Trustee within 10 days following the on the Change of Control Offer Expiry Date and to redeem all the Debentures remaining outstanding on the expiration of the Change of Control Offer at the Change of Control Offer Price as at the Change of Control Purchase Date. For greater certainty, such notice may be given prior to the expiration of the Change of Control Offer conditional on the requirements for giving such notice being satisfied on the Change of Control Offer Expiry Date. If, following a Change of Control Purchase Date, the aggregate principal amount of the Debentures outstanding is 10% or less of the aggregate principal amount of Debentures issued under this Indenture, the Corporation has the right (but no obligation) to purchase all of the remaining Debentures outstanding at the Change of Control Offer Price by written notice provided to the Trustee within twelve months following the Change of Control Purchase Date. Such notice shall set out the date on which such Debentures will be repurchased (the "Change of Control Redemption Date"), which shall be not less than 30 nor more than 60 days following such notice. Notwithstanding the foregoing, the Corporation may not exercise any right to redeem or repurchase any Debentures under this Section 8.1(b) if, after the announcement by the Corporation of the Change of Control, it redeemed any Debentures pursuant to Section 2.2(e). If the Corporation exercises its right to purchase all of the remaining outstanding Debentures in connection with the Change of Control Offer in accordance with Section 8.1(b), Debentureholders will not be able to elect to continue to hold their Debentures to the Maturity Date.

(c) Upon receipt of notice that the Corporation has exercised or is exercising its right to purchase all of the remaining outstanding Debentures in connection with the Change of Control Offer in accordance with Section 8.1(b), the Trustee shall promptly provide written notice to each Debentureholder that did not previously accept the Change of Control Offer that:

(i) the Corporation has exercised its right to purchase all outstanding Debentures effective on the Change of Control Purchase Date or the Change of Control Redemption Date at the Change of Control Offer Price, and shall include a calculation of the amount payable to such holder as payment of the Change of Control Offer Price as at the Change of Control Purchase Date or Change of Control Redemption Date;

(ii) each such holder must transfer their Debentures to the Trustee on the same terms as those holders that accepted the Change of Control Offer and must send their respective Debentures, duly endorsed for transfer, to the Trustee within five Business Days after the sending of such notice; and

(iii) the rights of such holder under the terms of the Debentures and this Indenture cease to be effective as of the Change of Control Purchase Date or Change of Control Redemption Date, as applicable, provided the Corporation has, on or before 9:00 a.m., Vancouver time, on the Business Day immediately prior to the Change of Control Purchase Date or Change of Control Redemption Date, paid the Change of Control Offer Price to, or to the order of, the Trustee and thereafter the Debentures shall not be considered to be outstanding and the holder shall not have any right except to receive such holder's Change of Control Offer Price upon surrender and delivery of such holder's Debentures in accordance with the Indenture.

(d) The Corporation shall, on or before 9:00 a.m., Vancouver time, on the Business Day immediately prior to the Change of Control Purchase Date or Change of Control Redemption Date, deposit with the Trustee or any paying agent to the order of the Trustee, such sums of money as may be sufficient to pay the Change of Control Offer Price of the Debentures to be purchased or redeemed by the Corporation on the Change of Control Purchase Date or Change of Control Redemption Date (less any tax required by law to be deducted in respect of accrued and unpaid interest and premium (if any)), provided the Corporation may elect to satisfy this requirement by providing the Trustee with a certified cheque or wire transfer for such amounts required under this Section 8.1(d). The Corporation shall also deposit with the Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Trustee in connection with such purchase. Every such deposit shall be irrevocable. From the sums so deposited, the Trustee shall pay or cause to be paid to the holders of such Debentures, the Change of Control Offer Price to which they are entitled on the Corporation's purchase.

(e) In the event that one or more of such Debentures being purchased or redeemed in accordance with this Section 8.1 becomes subject to purchase in part only, upon surrender of such Debentures for payment of the Change of Control Offer Price, the Corporation shall execute and the Trustee shall authenticate and deliver without charge to the holder thereof or upon the holder's order, one or more new Debentures for the portion of the principal amount of the Debentures not purchased.

(f) Debentures for which holders have accepted the Change of Control Offer and Debentures which the Corporation has elected to redeem in accordance with Section 8.1(b) shall become due and payable at the Change of Control Offer Price on the Change of Control Purchase Date or Change of Control Redemption Date, in the same manner and with the same effect as if it were the Maturity Date, anything therein or herein to the contrary notwithstanding, and from and after the Change of Control Purchase Date, if the money necessary to purchase or redeem the Debentures shall have been deposited as provided in this Section 8.1 and affidavit or other proofs satisfactory to the Trustee as to the publication and/or mailing of such notices shall have been lodged with it, interest on the Debentures shall cease.

(g) In case the holder of any Debenture to be purchased or redeemed in accordance with this Section 8.1 shall fail on or before the Change of Control Purchase Date or Change of Control Redemption Date to so surrender such holder's Debenture or shall not within such time accept payment of the monies payable or give such receipt therefor, if any, as the Trustee may require, such monies may be set aside in trust, without interest, either in the deposit department of the Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Debentureholder of the sum so set aside and the Debentureholder shall have no other right except to receive payment of the monies so paid and deposited upon surrender and delivery of such holder's Debenture. In the event that any money required to be deposited hereunder with the Trustee or any depository or paying agent on account of principal, premium, if any, or interest, if any, on Debentures issued hereunder shall remain so deposited for a period of three years from the Change of Control Purchase Date or Change of Control Redemption Date, then such monies, together with any accumulated interest thereon, or any distributions paid thereon, shall at the end of such period be paid over or delivered over by the Trustee or such depository or paying agent to the Corporation and the Trustee and the Corporation shall not be responsible to Debentureholders for any amounts owing to them.

(h) Subject to the provisions above related to Debentures purchased in part, all Debentures redeemed and paid under this Section 8.1 shall forthwith be delivered to the Trustee and cancelled and no Debentures shall be issued in substitution therefor.

ARTICLE 9

COVENANTS OF THE CORPORATION

9.1 To Pay Principal, Premium (if any) and Interest

The Corporation will duly and punctually pay or cause to be paid to every Debentureholder the principal of, premium (if any) and interest accrued on the Debentures of which it is the holder on the dates, at the places and in the manner mentioned herein and in the Debentures.

9.2 To Pay Trustee's Remuneration

The Corporation will pay the Trustee reasonable remuneration for its services as trustee hereunder and will repay to the Trustee on demand all monies which shall have been paid by the Trustee in connection with the execution of the trusts hereby created and such monies including the Trustee's remuneration, shall be payable out of any funds coming into the possession of the Trustee in priority to payment of any principal of the Debentures or interest or premium thereon. Such remuneration shall continue to be payable until the trusts hereof be finally wound up and whether or not the trusts of this Indenture shall be in the course of administration by or under the direction of a court of competent jurisdiction.

9.3 To Give Notice of Default

The Corporation shall notify the Trustee promptly upon obtaining knowledge of any Event of Default hereunder.

9.4 Preservation of Existence, etc.

Subject to the express provisions hereof, the Corporation will carry on and conduct its activities, and cause its Subsidiaries to carry on and conduct their businesses, in a business-like manner and in accordance with good business practices; and, subject to the express provisions hereof, it will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and rights.

9.5 Keeping of Books

The Corporation will keep or cause to be kept proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Corporation in accordance with generally accepted accounting principles.

9.6 Certificate of Compliance

The Corporation shall deliver to the Trustee, within 120 days after the end of each calendar year (or at any other time upon reasonable prior written request from the Trustee), an Officer's Certificate as to the knowledge of such officers of the Corporation who execute the Officer's Certificate of the Corporation's compliance with all conditions and covenants in this Indenture certifying that after reasonable investigation and inquiry, the Corporation has complied with all covenants, conditions or other requirements contained in this Indenture, the non-compliance with which could, with the giving of notice, lapse of time or otherwise, constitute an Event of Default hereunder, or if such is not the case, setting forth with reasonable particulars the circumstances of any failure to comply and steps taken or proposed to be taken to eliminate such circumstances and remedy such Event of Default, as the case may be.

9.7 Performance of Covenants by Trustee

If the Corporation shall fail to perform any of its covenants contained in this Indenture, the Trustee may notify the Debentureholders of such failure on the part of the Corporation or may itself perform any of the covenants capable of being performed by it, but shall be under no obligation to do so or to notify the Debentureholders. All sums so expended or advanced by the Trustee shall be repayable as provided in Section 9.2. No such performance, expenditure or advance by the Trustee shall be deemed to relieve the Corporation of any default hereunder.

9.8 SEC Notice

The Corporation confirms that as at the date of execution of this Indenture it does not have a class of securities registered pursuant to Section 12 of the U.S. Securities Exchange Act or have a reporting obligation pursuant to Section 15(d) of the U.S. Securities Exchange Act. The Corporation covenants that in the event that:

(a) any class of its securities shall become registered pursuant to Section 12 of the U.S. Securities Exchange Act or the Corporation shall incur a reporting obligation pursuant to Section 15(d) of the U.S. Securities Exchange Act, or
(b) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the U.S. Securities Exchange Act,

the Corporation shall promptly deliver to the Trustee an Officer's Certificate (in a form provided by the Trustee, which shall be acceptable to the Corporation, acting reasonably) notifying the Trustee of such registration or termination and such other information as the Trustee may reasonably require at the time. The Corporation acknowledges that the Trustee is relying upon the foregoing representation and covenants in order to meet certain requirements of the U.S. SEC with respect to those issuers who are required to complete securities filings under United States law.

9.9 No Dividends on Common Shares if Event of Default

The Corporation shall not declare or pay any dividend to the holders of its issued and outstanding Common Shares after the occurrence of an Event of Default unless and until such default shall have been cured or waived or shall have ceased to exist.

9.10 Maintenance of Listing of Common Shares

The Corporation will use reasonable commercial efforts to maintain the listing of the Common Shares on the TSXV or other Recognized Stock Exchange, and to maintain the Corporation's status as a "reporting issuer" not in default of the requirements of the Applicable Securities Legislation. For greater certainty, it will not be considered reasonable to maintain such listing and status if to do so would hinder or impede, in any way, any effort on the part of the Corporation, if it is determined by the Board to be in the best interests of the Corporation, to effect, or to take any steps in furtherance of, any business combination (whether by way of a merger, plan of arrangement, consolidation, share or other security exchange transaction, recapitalization, asset acquisition or other transaction) involving any one or more of itself or any of its Subsidiaries or affiliates and completed in accordance with Applicable Securities Legislation and the terms of this Indenture, even if, as a result of such transaction, the Corporation ceases to be a "reporting issuer" in all or any of the provinces of Canada or the Common Shares cease to be listed on the TSXV or any other Recognized Stock Exchange.

9.11 No Listing of Debentures

The Debentures will not be listed or quoted on any stock exchange or other organized trading platform.

9.12 Covenants as to Security

The Corporation will:

(a) ensure that the Security Documents will at all times constitute a valid and perfected security interest on the Secured Assets and take all reasonable actions necessary to create, perfect and maintain the Security Interest granted pursuant to the Security Documents as perfected security over the Secured Assets;

(b) at all times do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such acts, deeds, mortgages, hypothecs, transfers, assignments and assurances in law (including consents, approvals or waivers from third parties under applicable documents or applicable legislation) as may be necessary or desirable to ensure that the Trustee (for itself and the Debentureholders) has a perfected Security Interest upon the Secured Assets;

(c) cause all necessary and proper steps to be taken diligently to protect and defend the Secured Assets and the proceeds thereof against any adverse claims or demands, including without limitation, the employment or use of counsel for the prosecution or defence of litigation and the contest, settlement, release or discharge of any such claim or demand; and

(d) Subject to the provisions of the Intercreditor Agreement, if the Security Interest created by the Security Documents shall have become enforceable and the Trustee shall have become bound to enforce or has commenced enforcing the same, it shall from time to time execute and do all such assurances and things as the Trustee may reasonably require for facilitating the realization of the Security Interest created by the Security Documents and for exercising all the powers, authorities and discretions conferred upon the Trustee under this Indenture and for confirming to any purchaser of the Secured Assets, whether sold by the Trustee hereunder or by judicial proceedings, the title to the Secured Assets so sold, and will give all notices and directions as the Trustee may consider expedient.

9.13 Notice of Change of Chief Executive Officer and Notice of Changes Affecting the Business of the Corporation

(a) The Corporation shall promptly notify the Trustee upon a change in the individual or individuals having signing authority on behalf of the Corporation in respect of this Indenture, and as soon as practicable provide an updated certificate of incumbency.

(b) The Corporation will give written notice to the Trustee forthwith upon:

(i) request by the Trustee, confirmation of its place of business of each Obligor, including its chief executive office;

(ii) the change of location of the chief executive office of an Obligor if the change is to a location outside of the province in which the office was previously located;

(iii) any change in the name of an Obligor; and

(iv) any continuance of an Obligor into another jurisdiction.

9.14 Securities Laws

(a) The Corporation will, at the relevant times and upon exercise of the relevant rights or elections, comply and take all measures necessary to comply at all times with Applicable Securities Legislation including, without limitation, make application for any order, ruling, registration or filing or give any notice required under Applicable Securities Legislation.

(b) The Trustee shall have no obligation to verify information relating to the Corporation's compliance with this Section 9.13 and may act and rely upon all information provided by the Corporation with respect to such compliance, without independent inquiry.

9.15 Reporting

(a) The Corporation shall file with the Trustee and provide Debentureholders with the continuous disclosure documents that must be sent to its shareholders, as applicable, pursuant to Applicable Securities Legislation in each of the jurisdictions in which such disclosure documents must be filed, within 15 days from the date such documents are sent to its shareholders, as applicable; provided, however, that the Corporation will be deemed to have complied with this Section 9.15 by making such documentation available on the SEDAR+ system at www.sedarplus.ca.

(b) In the event the Corporation is no longer subject to Applicable Securities Legislation, the Corporation shall continue to provide to the Trustee and the Debentureholders (i) within 120 days after the end of each fiscal year (which year end is December 31 as at the date thereof), copies of its annual financial statements and related management's discussion and analysis ("MD&A"), and (ii) within 60 days after the end of each of the first three (3) fiscal quarters of each fiscal year, interim financial statements and related MD&A which shall, at a minimum, contain such information required to be provided in such documents pursuant to Applicable Securities Legislation in each of the jurisdictions in which such disclosure documents must be filed. Each of such continuous disclosure documents will be prepared in accordance with disclosure requirements of Applicable Securities Legislation of such jurisdictions.

(c) Upon receipt of any reports or financial information required to be delivered to the Trustee, the Trustee shall, while such statements are current, maintain custody of same and make same available for inspection by holders on their reasonable request. No obligation shall

rest with the Trustee to analyze such statements, or evaluate the performance of the Corporation as indicated therein, in any manner whatsoever. The Trustee shall not under any circumstances be deemed to provide legal, investment, tax or trading advice or counseling.

(d) For the requirements of Section 9.15(a), the Trustee shall assume compliance by the Corporation until the Trustee receives written notice that the Corporation is no longer subject to Applicable Securities Legislation.

9.16 Repayment from Proceeds of Sale

If, at any time that any Debentures are outstanding, the Corporation sells its property located at 285 King George Terrace, Victoria, BC, the Corporation shall apply all of the net proceeds of such sale (net of customary and reasonable arm's length expenses, including, all applicable taxes and real estate commissions) to repay indebtedness under the Senior Credit Facility.

9.17 Negative Covenants

So long as any obligations remain outstanding under the Debentures or this Indenture, except with the prior consent of the Debentureholders by Extraordinary Resolution, the Corporation covenants and agrees as follows:

(a) it will not, and it will cause each of the other Obligors, to not, borrow more than (i) $20,000,000 in principal amount under the Senior Credit Facility during the period commencing on the Initial Closing Date and ending the on the date that is 180 days thereafter or (ii) $15,000,000 in principal amount under the Senior Credit Facility after the date that is 180 days after the Initial Closing Date;

(b) it will not allow the Senior Credit Facility to have an aggregate maximum facility limit that exceeds $32,000,000 (inclusive of a swingline facility of up to $1,200,000 available to Dribbble Holdings Ltd. and a credit card facility), provided, for greater certainty, that the principal amount borrowed under the Senior Credit Facility shall also be subject to the limits set out in Section (a) above;

(c) it will not make distributions to the Corporation's shareholders exceeding 10% of the Corporation's consolidated trailing twelve-month EBITDA (other than distributions solely in the form of the Corporation's Equity Interests);

(d) it will cause Spin Sub to not sell, transfer or in any other way dispose of any of its interest in Serato, other than pursuant to the Security Documents and the grant of the Senior Security (subject to the Intercreditor Agreement) or any sale, transfer or disposal to any other Obligor;

(e) it will cause Serato and any Subsidiary of Serato to not sell, lease, exchange or dispose of all or substantially all of the undertaking or assets of Serato or any Subsidiary of Serato;

(f) it will cause Serato and any Subsidiary of Serato to not incur, assume, guarantee or otherwise become liable for or in respect of any indebtedness including any financial assistance, whether directly or indirectly, other than indebtedness not exceeding NZ$3,000,000, in the aggregate at any time, including but not limited to indebtedness incurred in connection with credit card facilities and foreign exchange hedging;

(g) it will not, and it will cause each of the other Obligors, Serato and any Subsidiary of Serato, to not, incur or otherwise become liable for Debt, except for Permitted Debt;

(h) it will not, and it will cause each of the other Obligors, Serato and any Subsidiary of Serato, to not, incur Liens on any of its property, except for Permitted Liens; and

it will not, and it will cause each of the other Obligors to not, directly or indirectly sell, transfer, lease or otherwise Dispose of any of its assets or property, or allow any other Obligor to directly or indirectly sell, transfer, lease or otherwise Dispose of any of its assets or property other than (i) inventory sold and intellectual property licensed in the ordinary course of business upon arm's length commercial terms, (ii) worn, scrap or obsolete or redundant material, equipment or assets, or assets which are no longer used or useful in the business which are not of material value to the business in the aggregate and in the ordinary course of business, (iii) assets which are to be replaced by assets that perform substantially similar functions, (iv) any sale, transfer, lease or other Disposal to any other Obligor or (v) other Dispositions (excluding any disposition of intellectual property) the aggregate fair market value of which for all Obligors does not exceed Cdn.$250,000 in any Fiscal Year.

9.18 Covenants Do Not Bind Other Subsidiaries

None of the covenants or agreements in this Article 9 shall apply to or bind any other Subsidiaries or affiliates of the Corporation.

ARTICLE 10 DEFAULT

10.1 Events of Default

Each of the following events constitutes, and is herein sometimes referred to as, an “Event of Default”:

(a) failure for 30 days to pay interest on the Debentures when due;

(b) failure for three Business Days to pay principal or premium, if any, when due on the Debentures whether at maturity, upon redemption, by declaration or otherwise;

(c) default in the delivery, when due, of all cash and any Common Shares or other consideration, if any, payable on conversion with respect to the Debentures, which default continues for ten (10) days;

(d) default in the observance or performance of any covenant or condition of the Indenture by the Corporation, or of the Security Documents, and the failure to cure (or obtain a waiver for) such default for a period of ten (10) days after notice in writing has been given by the Trustee or from holders of not less than 25% in aggregate principal amount of the Debentures to the Corporation specifying such default and requiring the Corporation to rectify such default or obtain a waiver for same;

(e) if a decree or order of a Court having jurisdiction is entered adjudging the Corporation or a Guarantor a bankrupt or insolvent under the Bankruptcy and Insolvency Act (Canada) or any other bankruptcy, insolvency or analogous laws, or issuing sequestration or process of execution against, or against any substantial part of, the property of the Corporation or a Guarantor, or appointing a Receiver of, or of any substantial part of, the property of the Corporation or the Secured Assets or ordering the winding-up or liquidation of either one's, and any such decree or order continues unstayed and in effect for a period of thirty (30) days;

(f) if the Corporation or a Guarantor institutes proceedings to be adjudicated a bankrupt or insolvent, or consents to the institution of bankruptcy or insolvency proceedings against it

under the Bankruptcy and Insolvency Act (Canada) or any other bankruptcy, insolvency or analogous laws, or consents to the filing of any such petition or to the appointment of a Receiver of, or of any substantial part of, the property of the Corporation or the Secured Assets or makes a general assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due; or

(g) if a resolution is passed for the winding-up or liquidation of the Corporation or a Guarantor except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 12.1 are duly observed and performed.

10.2 Action if Event of Default

In each and every Event of Default, the Trustee may, in its discretion, and shall, upon receipt of a request in writing signed by the holders of not less than 25% in principal amount of the Debentures then outstanding, subject to the provisions of Section 10.4, by notice in writing to the Corporation declare the principal of and interest and premium, if any, on all Debentures then outstanding and all other monies outstanding hereunder to be due and payable and the same shall thereupon forthwith become immediately due and payable to the Trustee, and upon such amounts becoming due and payable, the Corporation shall forthwith pay to the Trustee for the benefit of the Debentureholders such principal, accrued and unpaid interest and premium, if any, and interest on amounts in default on such Debenture and all other monies outstanding hereunder, together with subsequent interest at the rate borne by the Debentures on such principal, interest, premium and such other monies from the date of such declaration or event until payment is received by the Trustee, such subsequent interest to be payable at the times and places and in the manner mentioned in and according to the tenor of the Debentures. Such payment when made shall be deemed to have been made in discharge of the Corporation's obligations hereunder and any monies so received by the Trustee shall be applied in the manner provided in Section 10.7.

10.3 Notice of Events of Default

(a) If an Event of Default shall occur and be continuing, the Trustee shall, within 30 days after it receives written notice of the occurrence of such Event of Default, give notice of such Event of Default to the Debentureholders in the manner provided in Section 14.2.

(b) The Trustee shall not be required to take notice of any Event of Default or to take any action with respect to such Event of Default involving any expense or liability, unless notice in writing of such Event of Default is formally given to The Manager, Corporate Trust Department, of the Trustee and unless it is indemnified and funded, in a manner satisfactory to it, against such expense or liability. The Trustee shall not be deemed to have notice of any Event of Default unless written notice of an Event of Default is received by the Trustee in accordance with this Indenture.

10.4 Waiver of Default

Upon the occurrence of any Event of Default hereunder:

(a) the holders of the Debentures shall have the power (in addition to the powers exercisable by Extraordinary Resolution as hereinafter provided) by requisition in writing by the holders of more than 50% of the principal amount of Debentures then outstanding, which, in any case, shall include the Lead Investor, so long as there is a Lead Investor, to instruct the Trustee to waive any Event of Default and to cancel any declaration made by the Trustee pursuant to Section 10.1 and the Trustee shall thereupon waive the Event of Default and cancel such declaration, or either, upon such terms and conditions as shall be prescribed in such requisition; and

(b) the Trustee, so long as it has not become bound to declare the principal and interest on the Debentures then outstanding to be due and payable, or to obtain or enforce payment of the same, shall have power to waive any Event of Default if, in the Trustee's opinion, the same shall have been cured or adequate satisfaction made therefor, and in such event to cancel any such declaration theretofore made by the Trustee in the exercise of its discretion, upon such terms and conditions as the Trustee may deem advisable.

No such act or omission either of the Trustee or of the Debentureholders shall extend to or be taken in any manner whatsoever to affect any subsequent Event of Default or the rights resulting therefrom.

10.5 Enforcement by the Trustee

(a) Subject to the provisions of Section 10.4 and to the provisions of any Extraordinary Resolution that may be passed by the Debentureholders, if the Corporation shall fail to pay to the Trustee, forthwith after the same shall have been declared (or have been deemed to be declared) to be due and payable under Section 10.1, the principal of and premium (if any) and interest on all Debentures then outstanding, together with any other amounts due hereunder, the Trustee may in its discretion and shall upon receipt of a request in writing signed by the holders of not less than 25% in principal amount of the Debentures then outstanding (a "Holders' Enforcement Request") and upon being funded and indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurred, proceed in its name as trustee hereunder to obtain or enforce payment of such principal of and premium (if any) and interest on all the Debentures then outstanding together with any other amounts due hereunder by such proceedings authorized by this Indenture or by law or equity as the Trustee in such request shall have been directed to take, or if such request contains no such direction, or if the Trustee shall act without such request, then by such proceedings authorized by this Indenture or by suit at law or in equity as the Trustee shall deem expedient.

(b) The Trustee shall be entitled and empowered, either in its own name or as trustee of an express trust, or as attorney-in-fact for the Debentureholders, or in any one or more of such capacities, to enforce the Security Documents and to appoint a Receiver of the Corporation under the Security Documents.

(c) The Trustee shall be entitled and empowered, either in its own name or as trustee of an express trust, or as attorney-in-fact for the holders of the Debentures, or in any one or more of such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the holders of the Debentures allowed in any insolvency, bankruptcy, liquidation or other judicial proceedings relative to the Corporation or its creditors or relative to or affecting its property. The Trustee is hereby irrevocably appointed (and the successive respective holders of the Debentures by taking and holding the same shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective holders of the Debentures with authority to make and file in the respective names of the holders of the Debentures or on behalf of the holders of the Debentures as a class, subject to deduction from any such claims of the amounts of any claims filed by any of the holders of the Debentures themselves, any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any such other papers and documents and to do and perform any and all such acts and things for and on behalf of such holders of the Debentures, as may be necessary or advisable in the opinion of the Trustee, in order to have the respective claims of the Trustee and of the holders of the Debentures against the Corporation or its property allowed in any such proceeding, and to receive payment of or on account of such claims; provided, however, that subject to Section 10.4, nothing contained in this Indenture shall be deemed to give to the Trustee, unless so authorized by Extraordinary Resolution, any right to accept or consent to any plan of

reorganization or otherwise by action of any character in such proceeding to waive or change in any way any right of any Debentureholder.

(d) The Trustee shall also have the power at any time and from time to time to institute and to maintain such suits and proceedings as it may be advised shall be necessary or advisable to preserve and protect its interests and the interests of the Debentureholders.

(e) All rights of action hereunder may be enforced by the Trustee without the possession of any of the Debentures or the production thereof on the trial or other proceedings relating thereto. Any such suit or proceeding instituted by the Trustee shall be brought in the name of the Trustee as trustee of an express trust, and any recovery of judgment shall be for the rateable benefit of the holders of the Debentures subject to the provisions of this Indenture. In any proceeding brought by the Trustee (and also any proceeding in which a declaratory judgment of a court may be sought as to the interpretation or construction of any provision of this Indenture, to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Debentures, and it shall not be necessary to make any holders of the Debentures parties to any such proceeding.

10.6 No Suits by Debentureholders

No holder of any Debenture shall have any right to institute any action, suit or proceeding at law or in equity for the purpose of enforcing payment of the principal of or interest on the Debentures or for the execution of any trust or power hereunder or for the appointment of a liquidator or Receiver or for a receiving order under the Bankruptcy and Insolvency Act (Canada) or to have the Corporation wound up or to file or prove a claim in any liquidation or bankruptcy proceeding or for any other remedy hereunder, unless: (a) such holder shall previously have given to the Trustee written notice of the happening of an Event of Default hereunder; and (b) the Debentureholders by Extraordinary Resolution shall have made a request to the Trustee and the Trustee shall have been afforded reasonable opportunity either itself to proceed to exercise the powers hereinbefore granted or to institute an action, suit or proceeding in its name for such purpose; and (c) the Debentureholders or any of them shall have furnished to the Trustee, when so requested by the Trustee, sufficient funds and security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby; and (d) the Trustee shall have failed to act within a reasonable time after such notification, request, receipt of sufficient funds, security and offer of indemnity and such notification, request, receipt of sufficient funds, security and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to any such proceeding or for any other remedy hereunder by or on behalf of the holder of any Debentures.

10.7 Application of Monies by Trustee

Except as herein otherwise expressly provided, any monies received by the Trustee from the Corporation pursuant to the foregoing provisions of this Article 10, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the Corporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows:

(a) first, if and to the extent that the Trustee deems it in the interest of the Debentureholders generally, in payment of all liens, Security Interests and other encumbrances (if any) on the Secured Assets ranking or capable of ranking in priority to the Security Interest granted pursuant to the Security Documents or to keep in good standing any such prior encumbrances, as advised by Counsel;

(b) second, in payment or in reimbursement to the Trustee or the Receiver of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee or the Receiver in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided;

(c) third, but subject as hereinafter in this Section 10.7 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium, and then accrued and unpaid interest and interest on amounts in default, unless otherwise directed by Extraordinary Resolution, and in that case in such order or priority as between principal, premium (if any) and interest as may be directed by such resolution; and

(d) fourth, in payment of the surplus, if any, of such monies to the Corporation or its assigns;

provided, however, that no payment shall be made pursuant to clause (c) above in respect of the principal, premium, if any, or interest on any Debenture held, directly or indirectly, by or for the benefit of the Corporation or a Guarantor (other than any Debenture pledged for value and in good faith to a Person other than the Corporation or any Subsidiary but only to the extent of such Person's interest therein) except subject to the prior payment in full of the principal, premium (if any) and interest (if any) on all Debentures which are not so held. The Trustee shall assume no such interest of the Corporation or a Guarantor as aforesaid, until Trustee has received Officer's Certificate confirming such interest.

10.8 Notice of Payment by Trustee

Not less than 15 days' notice shall be given in the manner provided in Section 14.2 by the Trustee to the Debentureholders of any payment to be made under this Article 10. Such notice shall state the time when and place where such payment is to be made and also the liability under this Indenture to which it is to be applied. After the day so fixed, unless payment shall have been duly demanded and have been refused, the Debentureholders will be entitled to interest only on the balance (if any) of the principal monies, premium (if any) and interest due (if any) to them, respectively, on the Debentures, after deduction of the respective amounts payable in respect thereof on the day so fixed.

10.9 Trustee May Demand Production of Debentures

The Trustee shall have the right to demand production of the Debentures in respect of which any payment of principal, interest or premium required by this Article 10 is made and may cause to be endorsed on the same a memorandum of the amount so paid and the date of payment, but the Trustee may, in its discretion, dispense with such production and endorsement, upon such indemnity being given to it and to the Corporation and such surety bond being posted, as the Trustee shall deem sufficient.

10.10 Remedies Cumulative

No remedy herein conferred upon or reserved to the Trustee, or upon or to the holders of Debentures is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now existing or hereafter to exist by law or by statute.

10.11 Judgment Against the Corporation

The Corporation covenants and agrees with the Trustee that, in case of any judicial or other proceedings to enforce the rights of the Debentureholders, judgment may be rendered against it in favour of the Debentureholders or in favour of the Trustee as trustee for the Debentureholders for any amount which may remain due in respect of the Debentures and premium (if any) and the interest thereon and any other monies owing hereunder.

10.12 Immunity of Directors, Officers and Others

The Debentureholders and the Trustee hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past, present or future officer, director or employee of

the Corporation or holder of Common Shares of the Corporation or of any successor for the payment of the principal of or premium, if any, or interest on any of the Debentures or on any covenant, agreement, representation or warranty by the Corporation contained herein or in the Debentures.

ARTICLE 11

SATISFACTION AND DISCHARGE

11.1 Cancellation and Destruction

All Debentures shall forthwith after payment thereof be delivered to the Trustee and cancelled by it. All Debentures cancelled or required to be cancelled under this or any other provision of this Indenture shall be destroyed by the Trustee and, if required by the Corporation, the Trustee shall furnish to it a destruction certificate setting out the designating numbers of the Debentures so destroyed.

11.2 Non-Presentation of Debentures

In case the holder of any Debenture shall fail to present the same for payment on the date on which the principal of, premium (if any) or the interest thereon or represented thereby becomes payable either at maturity or otherwise, or shall not accept payment on account thereof and give such receipt therefor, if any, as the Trustee may require:

(a) the Corporation shall be entitled to pay or deliver to the Trustee and direct it to set aside; or
(b) in respect of monies in the hands of the Trustee which may or should be applied to the payment of the Debentures, the Corporation shall be entitled to direct the Trustee to set aside; or
(c) if the redemption was pursuant to notice given by the Trustee, the Trustee may itself set aside,

the monies in trust to be paid to the holder of such Debenture upon due presentation or surrender thereof in accordance with the provisions of this Indenture; and thereupon the principal of, premium (if any) or the interest payable on or represented by each Debenture in respect whereof such monies have been set aside shall be deemed to have been paid and the holder thereof shall thereafter have no right in respect thereof except that of receiving delivery and payment of the monies so set aside by the Trustee upon due presentation and surrender thereof, subject always to the provisions of Section 11.3.

11.3 Repayment of Unclaimed Monies

Subject to applicable law, any monies set aside under Section 11.2 and not claimed by and paid to holders of Debentures as provided in Section 11.2 within three years after the date of such setting aside shall be repaid and delivered to the Corporation by the Trustee and thereupon the Trustee shall be released from all further liability with respect to such monies and thereafter the holders of the Debentures in respect of which such monies were so repaid to the Corporation shall have no rights in respect thereof except to obtain payment and delivery of the monies from the Corporation subject to any limitation provided by the laws of the Province of British Columbia.

11.4 Discharge

The Trustee shall at the written request of the Corporation release and discharge this Indenture and the Guarantee and Security Documents and the Security Interest constituted thereby and execute and deliver such instruments as it shall be advised by Counsel are requisite for that purpose and to release the Corporation and each or any Guarantor, as applicable, from its covenants herein contained (other than the provisions relating to the indemnification of the Trustee), upon evidence being given to the reasonable

satisfaction of the Trustee that (i) the principal of, premium (if any) and interest (including interest on amounts in default, if any), on all the Debentures and all other monies payable hereunder have been paid, satisfied or delivered or (ii) that all the Debentures having matured or having been duly called for redemption, payment of the principal of and interest (including interest on amounts in default, if any) on such Debentures and of all other monies payable hereunder has been duly and effectually provided for in accordance with the provisions thereof.

11.5 Satisfaction

(a) The Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures and the Trustee, at the expense of the Corporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures:

(i) the Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures sufficient to pay, satisfy and discharge the entire amount of principal of, premium, if any, and interest, if any, to maturity, or any repayment date or Redemption Dates, or upon conversion or otherwise as the case may be, of such Debentures;

(ii) the Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada, as will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of principal of, premium, if any, and accrued and unpaid interest to maturity or any repayment date, as the case may be, of all such Debentures; or

(iii) all Debentures authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9 and (B) Debentures for which payment has been deposited in trust and thereafter repaid to the Corporation as provided in Section 11.3) have been delivered to the Trustee for cancellation;

so long as in any such event:

(iv) the Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable expenses of the Trustee in connection with the payment of such Debentures) and all amounts due to the Trustee under Sections 9.2 and 15.14; and

(v) the Corporation has delivered to the Trustee an Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with.

Any deposits with the Trustee referred to in this Section 11.5 shall be irrevocable, subject to Section 11.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee which provides for the due and punctual payment of the principal of, premium, if any, and interest on the Debentures being satisfied.

(b) Upon the satisfaction of the conditions set forth in this Section 11.5 with respect to all the outstanding Debentures, the terms and conditions of the Debentures, including the terms

and conditions with respect thereto set forth in this Indenture (other than those contained in this Article 11), shall no longer be binding upon or applicable to the Corporation.

(c) Any funds or obligations deposited with the Trustee pursuant to this Section 11.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made.

(d) If the Trustee is unable to apply any money or securities in accordance with this Section 11.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Corporation's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 11.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 11.5, provided that if the Corporation has made any payment in respect of principal of, premium, if any, or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

11.6 Continuance of Rights, Duties and Obligations

(a) Where trust funds or trust property have been deposited pursuant to Section 11.5, the holders of Debentures and the Corporation shall continue to have and be subject to their respective rights, duties and obligations under Article 2 and Article 4.

(b) In the event that, after the deposit of trust funds or trust property pursuant to Section 11.5 in respect of the Debentures (the "Defeased Debentures"), any holder of any of the Defeased Debentures from time to time converts its Debentures to Common Shares or other securities of the Corporation in accordance with Section 2.2(g), Article 7 or any other provision of this Indenture, the Trustee shall, upon receipt of a Written Direction, return to the Corporation from time to time the proportionate amount of the trust funds or other trust property deposited with the Trustee pursuant to Section 11.5 in respect of the Defeased Debentures which is applicable to the Defeased Debentures so converted (which amount shall be based on the applicable principal amount of the Defeased Debentures being converted in relation to the aggregate outstanding principal amount of all the Defeased Debentures).

ARTICLE 12 SUCCESSORS

12.1 Corporation may Consolidate, Etc., Only on Certain Terms

(a) The Corporation may not, without the consent of the holders by Extraordinary Resolution, consolidate with or amalgamate or merge with or into any Person (other than a directly or indirectly wholly-owned Subsidiary of the Corporation), or sell, convey, transfer or lease all or substantially all of the properties and assets of the Corporation to another Person (other than a directly or indirectly wholly-owned Subsidiary of the Corporation), unless:

(i) the Person formed by such consolidation or into which the Corporation is amalgamated or merged, or the Person which acquires by sale, conveyance, transfer or lease all or substantially all of the properties and assets of the Corporation, is a corporation, organized and existing under the laws of Canada or any province or territory thereof or the laws of the United States or any state thereof and such corporation (if other than the Corporation or the continuing corporation resulting from the amalgamation of the Corporation with another corporation under

the laws of Canada or any province or territory thereof) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, as required on the advice of Counsel, the obligations of the Corporation under the Debentures and this Indenture and the performance or observance of every covenant and provision of this Indenture and the Debentures required on the part of the Corporation to be performed or observed and the conversion rights shall be provided for in accordance with Article 7, by supplemental indenture satisfactory in form to the Trustee, as required on the advice of Counsel, executed and delivered to the Trustee, by the Person (if other than the Corporation or the continuing corporation resulting from the amalgamation of the Corporation with another corporation under the laws of Canada or any province or territory thereof) formed by such consolidation or into which the Corporation shall have been merged or by the Person which shall have acquired the Corporation's assets;

(ii) after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and

(iii) if the Corporation or the continuing corporation resulting from the amalgamation or merger of the Corporation with another Person under the laws of Canada or any province or territory thereof or the laws of the United States or any state thereof will not be the resulting, continuing or surviving corporation, the Corporation shall have, at or prior to the effective date of such consolidation, amalgamation, merger or sale, conveyance, transfer or lease, delivered to the Trustee an Officer's Certificate and an opinion of Counsel, each stating that such consolidation, merger or transfer complies with this Article 12 and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this Article 12, and that all conditions precedent herein provided for relating to such transaction have been complied with.

(b) For purposes of the foregoing, the sale, conveyance, transfer or lease (in a single transaction or a series of related transactions) of the properties or assets of one or more Subsidiaries of the Corporation (other than to the Corporation or another wholly-owned Subsidiary of the Corporation), which, if such properties or assets were directly owned by the Corporation, would constitute all or substantially all of the properties and assets of the Corporation and its Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Corporation.

12.2 Successor Substituted

Upon any consolidation of the Corporation or the Trustee with, or amalgamation or merger of the Corporation or the Trustee into, any other Person, or any sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Corporation and its Subsidiaries, taken as a whole, in accordance with Section 12.1, the successor Person formed by such consolidation or into which the Corporation or the Trustee is amalgamated or merged or to which such sale, conveyance, transfer or lease is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Corporation or the Trustee, as the case may be, under this Indenture with the same effect as if such successor Person had been named as the Corporation or the Trustee, as the case may be, herein, and thereafter, except in the case of a lease, and except for obligations the predecessor Person may have under a supplemental indenture entered into pursuant to Section 12.1(a)(iii), the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Debentures.

ARTICLE 13
MEETINGS OF DEBENTUREHOLDERS

13.1 Right to Convene Meeting

The Trustee or the Corporation may at any time and from time to time, and the Trustee shall, on receipt of a Written Direction or a written request signed by the holders of not less than 25% of the principal amount of the Debentures then outstanding, and upon receiving funding and being indemnified to its reasonable satisfaction by the Corporation or by the Debentureholders signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Debentureholders. In the event of the Trustee failing, within 30 days after receipt of any such request and such funding of indemnity, to give notice convening a meeting, the Corporation or such Debentureholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Vancouver, British Columbia, or at such other place as may be approved or determined by the Trustee.

13.2 Notice of Meetings

At least 21 days' notice of any meeting shall be given to the Debentureholders in the manner provided in Section 14.2 and a copy of such notice shall be sent by post to the Trustee, unless the meeting has been called by it. Such notice shall state the time when and the place where the meeting is to be held and shall state briefly the general nature of the business to be transacted thereat and it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article. The accidental omission to give notice of a meeting to any holder of Debentures shall not invalidate any resolution passed at any such meeting. A holder may waive notice of a meeting either before or after the meeting.

13.3 Chairman

An individual, who need not be a Debentureholder, nominated in writing by the Corporation (in case it convenes the meeting) or by the Trustee (in any other case) shall be chairman of the meeting and if no individual is so nominated, or if the individual so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, a majority of the Debentureholders present in person or by proxy shall choose some individual present to be chairman.

13.4 Quorum

Subject to the provisions of Section 13.12, at any meeting of the Debentureholders a quorum shall consist of Debentureholders present in person or by proxy and representing at least 25% in principal amount of the outstanding Debentures. If a quorum of the Debentureholders shall not be present within 30 minutes from the time fixed for holding any meeting, the meeting, if summoned by the Debentureholders or pursuant to a request of the Debentureholders, shall be dissolved, but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day in which case it shall be adjourned to the next following Business Day thereafter) at the same time and place and no notice shall be required to be given in respect of such adjourned meeting. At the adjourned meeting, the Debentureholders present in person or by proxy shall, subject to the provisions of Section 13.12, constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent 25% of the principal amount of the outstanding Debentures. Any business may be brought before or dealt with at an adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless the required quorum is present at the commencement of business.

13.5 Power to Adjourn

The chairman of any meeting at which a quorum of the Debentureholders is present may, with the consent of the holders of a majority in principal amount of the Debentures represented thereat, adjourn any such

meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

13.6 Show of Hands

Every question submitted to a meeting shall, subject to Section 13.7, be decided in the first place by a majority of the votes given on a show of hands except that votes on Extraordinary Resolutions shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority, or lost or not carried by a particular majority, shall be conclusive evidence of the fact. The chairman of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Debentures, if any, held by him.

13.7 Poll

On every Extraordinary Resolution, and on any other question submitted to a meeting when demanded by the chairman or by one or more Debentureholders or proxies for Debentureholders, a poll shall be taken in such manner and either at once or after an adjournment as the chairman shall direct. Questions other than Extraordinary Resolutions shall, if a poll be taken, be decided by the votes of the holders of a majority in principal amount of the Debentures represented at the meeting and voted on the poll.

13.8 Voting

On a show of hands, every Person who is present and entitled to vote, whether as a Debentureholder or as proxy for one or more Debentureholders or both, shall have one vote. On a poll, each Debentureholder present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each $1,000 principal amount of Debentures of which he shall then be the holder. In the case of any Debenture denominated in a currency or currency unit other than Canadian dollars, the principal amount thereof for these purposes shall be computed in Canadian dollars on the basis of the conversion of the principal amount thereof at the applicable spot buying rate of exchange for such other currency or currency unit as reported by the Bank of Canada at the close of business on the Business Day preceding the meeting. Any fractional amounts resulting from such conversion shall be rounded to the nearest $100. A proxy need not be a Debentureholder. In the case of joint holders of a Debenture, any one of them present in person or by proxy at the meeting may vote in the absence of the other or others but in case more than one of them be present in person or by proxy, they shall vote together in respect of the Debentures of which they are joint holders.

13.9 Proxies

A Debentureholder may be present and vote at any meeting of Debentureholders by an authorized representative. The Corporation (in case it convenes the meeting) or the Trustee (in any other case) for the purpose of enabling the Debentureholders to be present and vote at any meeting without producing their Debentures, and of enabling them to be present and vote at any such meeting by proxy and of lodging instruments appointing such proxies at some place other than the place where the meeting is to be held, may from time to time make and vary such regulations as it shall think fit providing for and governing any or all of the following matters:

(a) the form of the instrument appointing a proxy, which shall be in writing, and the manner in which the same shall be executed and the production of the authority of any Person signing on behalf of a Debentureholder;

(b) the deposit of instruments appointing proxies at such place as the Trustee, the Corporation or the Debentureholder convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjournment thereof by which the same must be deposited; and

(c) the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, faxed, cabled, telegraphed or sent by other electronic means before the meeting to the Corporation or to the Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting.

Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders of any Debentures, or as entitled to vote or be present at the meeting in respect thereof, shall be Debentureholders and persons whom Debentureholders have by instrument in writing duly appointed as their proxies.

13.10 Persons Entitled to Attend Meetings

The Corporation and the Trustee, by their respective officers and directors, the Auditors of the Corporation and the legal advisors of the Corporation, the Trustee or any Debentureholder may attend any meeting of the Debentureholders, but shall have no vote as such.

13.11 Powers Exercisable by Extraordinary Resolution

In addition to the powers conferred upon them by any other provisions of this Indenture or by law, the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, and, for greater certainty, no such actions shall be taken without approval by Extraordinary Resolution:

(a) power to authorize the Trustee to issue Additional Debentures, provided, however that an Extraordinary Resolution is not required in order to issue such principal amount of Debentures ("Over-Allotment Debentures") equal to 15% of the principal amount of the Initial Debentures and such Over-Allotment Debentures shall have terms identical to the terms of the Initial Debentures and such issuance is completed prior to the date that is 60 days following the Initial Closing Date;

(b) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue;

(c) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustee against the Corporation, or against its property, whether such rights arise under this Indenture or the Debentures or the other Debenture Documents or otherwise;

(d) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation to authorize the Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission, and to consent to the assignment by the Corporation of its rights or obligations pursuant to any Guarantee and Security Document;

(e) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person, or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in

respect of any such transaction if the provisions of Section 12.1 shall have been complied with;

(f) power to direct or authorize the Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;

(g) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustee pursuant to Section 10.1 either unconditionally or upon any condition specified in such Extraordinary Resolution;

(h) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder;

(i) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 10.6, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith;

(j) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation;

(k) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of individuals as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith;

(l) power to remove the Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture;

(m) power to sanction the exchange of the Debentures for, or the conversion thereof into, shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed;

(n) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 13.11(m);

(o) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(k); and

(p) power to authorized, condone or support any reorganization of any Obligor or the issuance of any additional or replacement securities of an Obligor.

Notwithstanding the foregoing provisions of this Section 13.11, none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 6 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

13.12 Meaning of "Extraordinary Resolution"

(a) The expression "Extraordinary Resolution" when used in this Indenture means (i) subject as hereinafter in this Article 13 provided, a resolution passed as an Extraordinary Resolution at a meeting of Debentureholders (including an adjourned meeting) duly convened for the purpose and held in accordance with the provisions of this Article at which the holders of not less than 25% of the principal amount of the Debentures then outstanding (which must include, so long as there is a Lead Investor, the Lead Investor) are present in person or by proxy and passed by the favourable votes of the holders of not less than 50% of the principal amount of the Debentures present or represented by proxy at the meeting, which, in any case, shall include, so long as there is a Lead Investor, the favourable vote of the Lead Investor, and voted upon on a poll on such resolution or (ii) a resolution in writing signed on behalf of by the holders of more than 50% of the principal amount of Debentures then outstanding, which, so long as there is a Lead Investor, must include the Lead Investor.

(b) If, at any such meeting, the holders of not less than 25% of the principal amount of the Debentures then outstanding are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by or on the requisition of Debentureholders, shall be dissolved but in any other case it shall stand adjourned to such date, being not less than 14 nor more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than 10 days' notice shall be given of the time and place of such adjourned meeting in the manner provided in Section 14.2. Such notice shall state that, at the adjourned meeting, the Debentureholders (which must include, so long as there is a Lead Investor, the Lead Investor) present in person or by proxy shall form a quorum. At the adjourned meeting the Debentureholders (which must include, so long as there is a Lead Investor, the Lead Investor) present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed thereat by the affirmative vote of holders of not less than 50% of the principal amount of the Debentures present or represented by proxy at the meeting, which, in any case, shall include (so long as there is a Lead Investor) the Lead Investor, voted upon on a poll shall be an Extraordinary Resolution within the meaning of this Indenture, notwithstanding that the holders present in person or by proxy at such adjourned meeting may hold less than 25% in principal amount of the Debentures then outstanding.

(c) Votes on an Extraordinary Resolution passed at a meeting shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

13.13 Powers Cumulative

Any one or more of the powers in this Indenture stated to be exercisable by the Debentureholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or

more of such powers from time to time shall not be deemed to exhaust the rights of the Debentureholders to exercise the same or any other such power or powers thereafter from time to time.

13.14 Minutes

Minutes of all resolutions and proceedings at every meeting as aforesaid shall be made and duly entered in books to be from time to time provided for that purpose by the Trustee at the expense of the Corporation, and any such minutes as aforesaid, if signed by the chairman of the meeting at which such resolutions were passed or proceedings had, or by the chairman of the next succeeding meeting of the Debentureholders, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed thereat or proceedings taken thereat to have been duly passed and taken.

13.15 Binding Effect of Resolutions

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 13 at a meeting of Debentureholders shall be binding upon all the Debentureholders, whether present at or absent from such meeting, and every instrument in writing signed by Debentureholders in accordance with Section 13.12(a)(ii) shall be binding upon all the Debentureholders, whether signatories thereto or not, and each and every Debentureholder and the Trustee (subject to the provisions for its indemnity herein contained) shall be bound to give effect accordingly to every such resolution, Extraordinary Resolution and instrument in writing.

13.16 Evidence of Rights of Debentureholders

(a) Any request, direction, notice, consent or other instrument which this Indenture may require or permit to be signed or executed by the Debentureholders may be in any number of concurrent instruments of similar tenor signed or executed by such Debentureholders.

(b) The Trustee may, in its discretion, require proof of execution in cases where it deems proof desirable and may accept such proof as it shall consider proper.

ARTICLE 14 NOTICES

14.1 Notice to Corporation

Any notice to the Corporation under the provisions of this Indenture shall be valid and effective if delivered to:

the Corporation at:

Tiny Ltd.

Suite 1800 – 510 West Georgia Street

Vancouver, British Columbia

V6B 0M4

Attention: Jordan Taub, Chief Executive Officer

Email: [REDACTED – Personal Information]

Attention: Mike McKenna, Chief Financial Officer

Email: [REDACTED – Personal Information]

and a copy delivered to

Norton Rose Fulbright Canada LLP
Suite 1800, 510 West Georgia Street
Vancouver, British Columbia
V6B 0M4

Attention: Kristopher Miks
Email: [email protected]

by registered mail, by hand (including courier) or by e-mail and if given by registered letter, shall be deemed to have been effectively given three days following the mailing thereof or, if delivered by hand (including by courier) shall be deemed to have been given when actually delivered or, if transmitted by email, shall be deemed given the day of transmission, or if such day is not a Business Day, on the first Business Day following the day of transmission, provided that such notice delivered by email is delivered before 4:00 p.m. (Vancouver time) on such Business Day. The Corporation may from time to time notify the Trustee in writing of a change of address which thereafter, until changed by like notice, shall be the address of the Corporation for all purposes of this Indenture.

14.2 Notice to Debentureholders

All notices to be given hereunder with respect to the Debentures shall be deemed to be validly given to the holders thereof if sent by first class mail, postage prepaid, by letter or circular addressed to such holders at their post office addresses appearing in any of the registers hereinbefore mentioned and shall be deemed to have been effectively given three days following the day of mailing. Accidental error or omission in giving notice or accidental failure to mail notice to any Debentureholder or the inability of the Corporation to give or mail any notice due to anything beyond the reasonable control of the Corporation shall not invalidate any action or proceeding founded thereon.

If any notice given in accordance with the foregoing paragraph would be unlikely to reach the Debentureholder to whom it is addressed in the ordinary course of post by reason of an interruption in mail service, whether at the place of dispatch or receipt or both, the Corporation shall (without limiting the requirement to give notice as set out in the foregoing paragraph) give such notice by publication at least once in the City of Vancouver, British Columbia, and once in the City of Toronto, Ontario, with each such publication to be made in a daily newspaper of general circulation in the City of Vancouver, British Columbia or City of Toronto, Ontario, as applicable. Any notice given to Debentureholders by such publication shall be deemed to have been given on the day on which publication shall have been effected at least once in each of the newspapers in which publication was required.

All notices with respect to any Debenture may be given to whichever one of the holders thereof (if more than one) is named first in the registers hereinbefore mentioned, and any notice so given shall be sufficient notice to all holders of any Persons interested in such Debenture.

14.3 Notice to Trustee

Any notice to the Trustee under the provisions of this Indenture shall be valid and effective if delivered to the Trustee at: 510 Burrard Street, 3rd Floor, Vancouver, British Columbia, Canada, V6C 3B9, Attention: General Manager, Corporate Trust, Email: [email protected], or if given by registered letter, postage prepaid, to such office and so addressed and, if mailed, shall be deemed to have been effectively given three days following the mailing thereof or, if transmitted by email, shall be deemed given the day of transmission, or if such day is not a Business Day, on the first Business Day following the day of transmission, provided that such notice delivered by email is delivered before 4:00 p.m. (Vancouver time) on such Business Day.

14.4 Notice to Lead Investor

Any notice to the Lead Investor under the provisions of this Indenture shall be valid and effective if delivered to:

the Lead Investor at:

FAX Capital Corp.
[REDACTED – Personal Information]

Attention: [REDACTED]
Email: [REDACTED – Personal Information]

and a copy delivered to

Miller Thomson LLP
Scotia Plaza
40 King Street West, Suite 6600
Toronto, Ontario M5H 3S1

Attention: Kevin Refah
Email: [email protected]

by registered mail, by hand (including courier) or by e-mail and if given by registered letter, shall be deemed to have been effectively given three days following the mailing thereof or, if delivered by hand (including by courier) shall be deemed to have been given when actually delivered or, if transmitted by email, shall be deemed given the day of transmission, or if such day is not a Business Day, on the first Business Day following the day of transmission, provided that such notice delivered by email is delivered before 4:00 p.m. (Vancouver time) on such Business Day. The Lead Investor may from time to time notify the other parties in writing of a change of address which thereafter, until changed by like notice, shall be the address of the Lead Investor for all purposes of this Indenture.

14.5 Mail Service Interruption

If by reason of any interruption of mail service, actual or threatened, any notice to be given to the Trustee would reasonably be unlikely to reach its destination by the time notice by mail is deemed to have been given pursuant to Section 14.3, such notice shall be valid and effective only if delivered at the appropriate address in accordance with Section 14.3.

ARTICLE 15

CONCERNING THE TRUSTEE

15.1 Replacement of Trustee

The Trustee may resign its trust and be discharged from all further duties and liabilities hereunder by giving to the Corporation 90 days' notice in writing or such shorter notice as the Corporation may accept as sufficient. If at any time a material conflict of interest exists in the Trustee's role as a fiduciary hereunder the Trustee shall, within 30 days after ascertaining that such a material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in this Section 15.1. The validity and enforceability of this Indenture and of the Debentures issued hereunder shall not be affected in any manner whatsoever by reason only that such a material conflict of interest exists. In the event of the Trustee resigning or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new Trustee unless a new Trustee has already been appointed by the Debentureholders. Failing such appointment by the Corporation, the retiring Trustee or any Debentureholder may apply to a court in British Columbia, on such notice as such court may direct at the Corporation's expense, for the appointment of a

new Trustee but any new Trustee so appointed by the Corporation or by the court shall be subject to removal as aforesaid by the Debentureholders and the appointment of such new Trustee shall be effective only upon such new Trustee becoming bound by this Indenture. Any new Trustee appointed under any provision of this Section 15.1 shall be a corporation authorized to carry on the business of a trust company in all of the Provinces of Canada. On any new appointment, the new Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Trustee.

Any company into which the Trustee may be merged or, with or to which it may be consolidated, amalgamated or sold, or any company resulting from any merger, consolidation, sale or amalgamation to which the Trustee shall be a party, shall be the successor trustee under this Indenture without the execution of any instrument or any further act. Nevertheless, upon the written request of the successor Trustee or of the Corporation, the Trustee ceasing to act shall, upon payment of all amounts due to the Trustee under Section 15.14, execute and deliver an instrument assigning and transferring to such successor Trustee, upon the trusts herein expressed, all the rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver all property and money held by such Trustee to the successor Trustee so appointed in its place.

Should any deed, conveyance or instrument in writing from the Corporation be required by any new Trustee for more fully and certainly vesting in and confirming to it such estates, properties, rights, powers and trusts, then any and all such deeds, conveyances and instruments in writing shall, on request of said new Trustee, be made, executed, acknowledged and delivered by the Corporation.

15.2 Duties of Trustee

In the exercise of the rights, duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee shall act honestly and in good faith with a view to the best interests of the Debentureholders and exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances.

15.3 Reliance Upon Declarations, Opinions, etc.

In the exercise of its rights, duties and obligations hereunder, the Trustee may, if acting in good faith, rely, as to the truth of the statements and accuracy of the opinions expressed therein, upon statutory declarations, opinions, reports or certificates furnished pursuant to any covenant, condition or requirement of this Indenture or required by the Trustee to be furnished to it in the exercise of its rights and duties hereunder, if the Trustee examines such statutory declarations, opinions, reports or certificates and determines that they comply with Section 15.4, if applicable, and with any other applicable requirements of this Indenture. The Trustee may nevertheless, in its discretion, require further proof in cases where it deems further proof desirable. Without restricting the foregoing, the Trustee may rely on an opinion of Counsel satisfactory to the Trustee notwithstanding that it is delivered by a solicitor or firm which acts as solicitors for the Corporation.

15.4 Evidence and Authority to Trustee, Opinions, etc.

The Corporation shall furnish to the Trustee evidence of compliance with the conditions precedent provided for in this Indenture relating to any action or step required or permitted to be taken by the Corporation or the Trustee under this Indenture or as a result of any obligation imposed under this Indenture, including without limitation, the certification and delivery of Debentures hereunder, the satisfaction and discharge of this Indenture and the taking of any other action to be taken by the Trustee at the request of or on the application of the Corporation, forthwith if and when (a) such evidence is required by any other Section of this Indenture to be furnished to the Trustee in accordance with the terms of this Section 15.4, or (b) written notice is given requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice.

Such evidence shall consist of:

(a) a certificate made by any one officer or director of the Corporation, stating that any such condition precedent has been complied with in accordance with the terms of this Indenture;
(b) in the case of a condition precedent compliance with which is, by the terms of this Indenture, made subject to review or examination by a solicitor, an opinion of Counsel that such condition precedent has been complied with in accordance with the terms of this Indenture; and
(c) in the case of any such condition precedent compliance with which is subject to review or examination by auditors or accountants, an opinion or report of the Auditors of the Corporation whom the Trustee for such purposes hereby approves, that such condition precedent has been complied with in accordance with the terms of this Indenture.

Whenever such evidence relates to a matter other than the certificates and delivery of Debentures and the satisfaction and discharge of this Indenture, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, engineer or appraiser or any other Person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a trustee, officer or employee of the Corporation, it shall be in the form of a statutory declaration. Such evidence shall be, so far as appropriate, in accordance with the immediately preceding paragraph of this Section 15.4.

Each statutory declaration, certificate, opinion or report with respect to compliance with a condition precedent provided for in the Indenture shall include (a) a statement by the Person giving the evidence that he has read and is familiar with those provisions of this Indenture relating to the condition precedent in question, (b) a brief statement of the nature and scope of the examination or investigation upon which the statements or opinions contained in such evidence are based, (c) a statement that, in the belief of the Person giving such evidence, he has made such examination or investigation as is necessary to enable him to make the statements or give the opinions contained or expressed therein, and (d) a statement whether in the opinion of such Person, the conditions precedent in question have been complied with or satisfied.

The Corporation shall furnish or cause to be furnished to the Trustee at any time if the Trustee reasonably so requires, its certificate that the Corporation has complied with all covenants, conditions or other requirements contained in this Indenture, the non-compliance with which would, with the giving of notice or the lapse of time, or both, or otherwise, constitute an Event of Default, or if such is not the case, specifying the covenant, condition or other requirement which has not been complied with and giving particulars of such non-compliance. The Corporation shall, whenever the Trustee so requires, furnish the Trustee with evidence by way of statutory declaration, opinion, report or certificate as specified by the Trustee as to any action or step required or permitted to be taken by the Corporation or as a result of any obligation imposed by this Indenture.

15.5 Officer's Certificates Evidence

Except as otherwise specifically provided or prescribed by this Indenture, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, the Trustee, if acting in good faith, may rely upon an Officer's Certificate.

15.6 Experts, Advisers and Agents

The Trustee may:

(a) employ or retain and act and rely on the opinion or advice of or information obtained from any solicitor, auditor, valuer, engineer, surveyor, appraiser or other expert, whether obtained by the Trustee or by the Corporation, or otherwise, and shall not be liable for acting, or refusing to act, in good faith on any such opinion or advice and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid; and

(b) employ such agents and other assistants as it may reasonably require for the proper discharge of its duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts thereof and compensation for all disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the trusts thereof, and any solicitors employed or consulted by the Trustee may, but need not be, solicitors for the Corporation.

15.7 Trustee May Deal in Debentures

Subject to Section 15.2, the Trustee may, in its personal or other capacity, buy, sell, lend upon and deal in the Debentures and generally contract and enter into financial transactions with the Corporation or otherwise, without being liable to account for any profits made thereby.

15.8 Investment of Monies Held by Trustee

Unless otherwise provided in this Indenture, until released in accordance with this Indenture, monies held by Trustee shall be kept segregated in the records of the Trustee and shall be deposited in one or more interest-bearing trust accounts to be maintained by the Trustee in the name of the Trustee at one or more at one or more banks listed in Schedule H to this Indenture (each such bank, an "Approved Bank"). All amounts held by the Trustee pursuant to this Indenture shall be held by the Trustee for the Corporation and the delivery of the funds to the Trustee shall not give rise to a debtor-creditor or other similar relationship. Alternatively monies held by the Trustee, under the trusts of this Indenture, may be invested and reinvested in the name or under the control of the Trustee in securities in which, under the laws of the Province of British Columbia, trustees are authorized to invest trust monies, provided that such securities are expressed to mature within two years or such shorter period selected to facilitate any payments expected to be made under this Indenture, after their purchase by the Trustee, and unless and until the Trustee shall have declared the principal of and interest on the Debentures to be due and payable, the Trustee shall so invest such monies at the Written Direction given in a reasonably timely manner. The amounts held by the Trustee pursuant to this Indenture or invested are at the sole risk of Corporation and, without limiting the generality of the foregoing, the Trustee shall have no responsibility or liability for any diminution of the monies which may result from any deposit made with an Approved Bank or invested pursuant to this Section 15.8, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposit liquidated or sold prior to maturity. The parties hereto acknowledge and agree that the Trustee will have acted prudently in depositing the monies at any Approved Bank. Pending instructions to invest any monies as hereinbefore provided, such monies may be deposited in the name of the Trustee in any Approved Bank with interest payable at the usual rate of interest provided by the Trustee, if any, then current on similar deposits.

15.9 Trustee Not Ordinarily Bound

Except as provided in Section 10.3 and as otherwise specifically provided herein, the Trustee shall not, subject to Section 15.2, be bound to give notice to any Person of the execution hereof, nor to do, observe or perform, or see to the observance or performance by the Corporation of, any of the obligations herein

imposed upon the Corporation or of the covenants on the part of the Corporation herein contained, nor in any way to supervise or interfere with the conduct of the Corporation's business, unless the Trustee shall have been required to do so in writing by the holders of not less than 25% of the aggregate principal amount of the Debentures then outstanding or by any Extraordinary Resolution of the Debentureholders passed in accordance with the provisions contained in Article 13, and then only after it shall have been funded and indemnified to its satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages and expenses which it may incur by so doing.

15.10 Trustee Not Required to Give Security

The Trustee shall not be required to give any bond or security in respect of the execution of the trusts and powers of this Indenture or otherwise in respect of the premises.

15.11 Trustee Not Bound to Act on Corporation's Request

Except as in this Indenture otherwise specifically provided, the Trustee shall not be bound to act in accordance with any direction or request of the Corporation until a duly authenticated copy of the instrument or resolution containing such direction or request shall have been delivered to the Trustee, and the Trustee shall be empowered to act upon any such copy purporting to be authenticated and believed by the Trustee to be genuine.

15.12 Conditions Precedent to Trustee's Obligations to Act Hereunder

The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing the rights of the Trustee and of the Debentureholders hereunder shall be conditional upon the Debentureholders furnishing when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof.

None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.

The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Debentureholders at whose instance it is acting to deposit with the Trustee the Debentures held by them for which Debentures the Trustee shall issue receipts.

15.13 Authority to Carry on Business

The Trustee represents to the Corporation that at the date of execution and delivery by it of this Indenture it is authorized to carry on the business of a trust company in each of the provinces of Canada but if, notwithstanding the provisions of this Section 15.13, it ceases to be so authorized to carry on business, the validity and enforceability of this Indenture and the securities issued hereunder shall not be affected in any manner whatsoever by reason only of such event but the Trustee shall, within 90 days after ceasing to be authorized to carry on the business of a trust company in any of the provinces of Canada, either become so authorized or resign in the manner and with the effect specified in Section 15.1.

15.14 Compensation and Indemnity

(a) The Corporation shall pay to the Trustee from time to time compensation for its services hereunder as agreed separately by the Corporation and the Trustee, and shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in the administration or execution of its duties under this Indenture (including the reasonable and documented compensation and

disbursements of its Counsel and all other advisers and assistants not regularly in its employ), both before any default hereunder and thereafter until all duties of the Trustee under this Indenture shall be finally and fully performed. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust.

(b) The Corporation hereby indemnifies and saves harmless the Trustee and its directors, officers and employees from and against any and all loss, damages, charges, expenses, claims, demands, actions or liability whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations hereunder, or under the Guarantee and Security Documents, save only in the event of the gross negligence, wilful misconduct or fraud of the Trustee. This indemnity will survive the termination or discharge of this Indenture and the resignation or removal of the Trustee. The Trustee shall notify the Corporation promptly of any claim for which it may seek indemnity. The Corporation shall defend the claim and the Trustee shall co-operate in the defence. The Trustee may have separate Counsel and the Corporation shall pay the reasonable fees and expenses of such Counsel. The Corporation need not pay for any settlement made without its consent, which consent must not be unreasonably withheld. Without limiting the generality of the foregoing and for greater certainty, the indemnity provided by the Corporation in favour of the Trustee pursuant to this Section 15.14(b) includes an indemnity in respect of any interest payments that are required to be made to non-residents of Canada pursuant to Section 2.14.

(c) The Corporation need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through gross negligence, wilful misconduct or fraud.

(d) Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Trustee shall not be liable under any circumstances whatsoever for any:

(i) breach by any other Party of securities law or other rule of any securities regulatory authority;

(ii) lost profits; or

(iii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages of any Person.

(e) Any liability of the Trustee shall be limited to direct damages which in the aggregate shall not exceed the amount of fees paid by the Corporation under this Indenture in the twelve months immediately prior to the Trustee receiving the first notice of the claim.

15.15 Acceptance of Trust

The Trustee hereby accepts the trusts in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various Persons who shall from time to time be Debentureholders, subject to all the terms and conditions herein set forth.

15.16 Third Party Interests

The Corporation hereby represents to the Trustee that any account to be opened by, or interest to held by, the Trustee in connection with this Indenture, for or to the credit of the Corporation, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case the Corporation agrees to complete, execute and deliver forthwith to the Trustee a declaration, in the Trustee's prescribed form as to the particulars of such third party.

15.17 Privacy Laws

The Parties acknowledge that the Trustee may, in the course of providing services hereunder, collect or receive financial and other personal information about such Parties and/or their representatives, as individuals, or about other individuals related to the subject matter thereof, and use such information for the following purposes:

(a) to provide the services required under this Indenture and other services that may be requested from time to time;

(b) to help the Trustee manage its servicing relationships with such individuals;

(d) if Social Insurance Numbers are collected by the Trustee, to perform tax reporting and to assist in verification of any individual's identity for security purposes.

Each Party acknowledges and agrees that the Trustee may receive, collect, use and disclose personal information provided to it or acquired by it in the course of this Indenture for the purposes described above and, generally, in the manner and on the terms described in its Privacy Code, which the Trustee shall make available on its website, www.computershare.com, or upon request, including revisions thereto. The Trustee may transfer some of that personal information to Persons in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides. Further, each Party agrees that it shall not provide or cause to be provided to the Trustee any personal information relating to an individual who is not a Party unless that Party has assured itself that such individual understands and has consented to the aforementioned uses and discloses.

15.18 Force Majeure

Neither the Trustee nor the Corporation shall be liable to the other, or held in breach of this Indenture, if prevented, hindered or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 15.18.

15.19 Anti-Money Laundering

The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee, in its sole judgment and acting reasonably, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist legislation, economic sanctions legislation, regulations or guidelines. Further, should the Trustee, in its sole judgment and acting reasonably, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist legislation, economic sanctions legislation, regulations or guidelines, then it shall have the right to resign on 10 days' prior written notice sent to the Corporation or any shorter period of time as agreed to by the Corporation, provided that:

(a) the Trustee's written notice shall describe the circumstances of such non-compliance; and

(b) if such circumstances are rectified to the Trustee's satisfaction within such 10-day period, then such resignation shall not be effective.

15.20 Withholding Obligations

For greater certainty, the Trustee shall, as directed by the Corporation, withhold, from any payment made to a Debentureholder pursuant to the terms of this Indenture, the amount of any applicable Withholding Taxes required to be withheld in respect of such payment, and the Trustee shall remit such withheld amounts to the appropriate governmental authority, as and when required. For the purposes of determining the appropriate withholdings to be made from any payment to be made to a Debentureholder, the Corporation and the Trustee agree to co-operate and to provide each other with any relevant information they have with respect to the Debentureholders.

15.21 Concerning the Trustee

By way of supplement to the provisions of any law for the time being relating to the Trustee, it is expressly declared and agreed as follows:

(a) the Trustee shall not be liable for or by reason of:

(i) any failure or defect of title to, or encumbrance upon, the security granted in the Secured Assets;

(ii) any failure of or defect in the registration, filing or recording of this Indenture or the Security Documents, or any other deed or writing delivered hereunder by way of mortgage or charge upon the Secured Assets or any part thereof, or any notice, caveat or financing statement with respect to the foregoing; or

(iii) any failure to do any act necessary to constitute, perfect and maintain the security or priority of the security hereby created.

(b) the Trustee shall not be liable for or by reason of any statement of fact or recitals in this Indenture or in the Debentures or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;

(d) the Trustee shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants herein contained or of any acts of the agents or servants of the Corporation.

The Trustee will disburse monies according to this Indenture only to the extent that monies have been deposited with it.

The Trustee shall not be responsible for ensuring that the proceeds of any offering of Debentures are used in the manner contemplated by the offering documents.

ARTICLE 16 SUPPLEMENTAL INDENTURES

16.1 Supplemental Indentures

From time to time the Trustee and, when authorized by a resolution of the Board, the Corporation, may, and they shall when required by this Indenture, execute, acknowledge and deliver by their proper officers indentures supplemental hereto which thereafter shall form part hereof, for any one or more of the following purposes, in each case, subject to the approval of the TSXV, if required:

(a) giving effect to any Extraordinary Resolution passed as provided in Article 13; and

(b) for any other purpose not inconsistent with the terms of this Indenture, provided that any such supplemental indentures shall be approved by Extraordinary Resolution

Notwithstanding the foregoing, the Corporation and the Trustee alone may supplement this Indenture or the Debentures without consent of any Debentureholder for the purpose of and only to the extent required for:

(a) adding to the covenants of the Corporation herein contained for the protection of the Debentureholders or providing for events of default, in addition to those herein specified;

(b) evidencing the succession, or successive successions, of others to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture;

(c) making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder, including the making of any modifications in the form of the Debentures which do not affect the substance thereof and which in the opinion of the Trustee relying on an opinion of Counsel will not be prejudicial to the interests of the Debentureholders;

(d) addressing matters of United States law or the issuance of Debentures into the United States to the extent required in order to ensure that such issuances can be made in accordance with applicable law in the United States without the consent or approval of the Debentureholders, which in the opinion of the Trustee relying on opinion of Counsel will not be prejudicial to the interests of the Debentureholders; and

(e) make any changes or corrections in this Indenture which they shall have been advised by Counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or clerical omissions or mistakes or manifest errors contained herein or in any indenture supplemental hereto or any Written Direction provided for the issue of Debentures, providing that in the opinion of the Trustee (relying upon an opinion of Counsel) the rights of the Debentureholders are in no way prejudiced thereby.

ARTICLE 17

EXECUTION AND FORMAL DATE

17.1 Execution

This Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

17.2 Formal Date

For the purpose of convenience this Indenture may be referred to as bearing the formal date of May 12, 2025 irrespective of the actual date of execution hereof.

[The remainder of this page is intentionally blank.]

IN WITNESS WHEREOF the Parties have executed this Secured Convertible Debenture Indenture by the hands of their proper officers in that behalf.

TINY LTD.

Per: (Signed) "Mike McKenna"
Name: Mike McKenna
Title: Chief Financial Officer

COMPUTERSHARE TRUST COMPANY OF CANADA

Per: (Signed) "Ruibo (Ruby) Ni"
Name: Ruibo (Ruby) Ni
Title: Corporate Trust Officer

Per: (Signed) "Winny Lee"
Name: Winny Lee
Title: Professional Corporate Trust

FAX Capital Corp. has signed this Indenture in order to acknowledge and agree those terms of the Indenture related to the Lead Investor:

FAX CAPITAL CORP. as lead investor

Per: (Signed) "[REDACTED]"
Name: [REDACTED]
Title: [REDACTED]

Per:
Name:
Title:

SCHEDULE A
FORM OF DEBENTURE
[GLOBAL DEBENTURE LEGEND]

THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS DEBENTURE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR DEBENTURES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBENTURE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS DEBENTURE SHALL BE A GLOBAL DEBENTURE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS") TO TINY LTD. (THE "CORPORATION") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

TRANSFERS OF THIS DEBENTURE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CDS & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE.

[U.S. LEGEND (RULE 506(b)) – TO BE INCLUDED ON ALL INITIAL DEBENTURES ISSUED TO U.S. PERSONS OR IN THE UNITED STATES PURSUANT TO RULE 506(b)]

THIS DEBENTURE AND ANY COMMON SHARES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND ACCORDINGLY, THIS DEBENTURE AND ANY COMMON SHARES ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR A BENEFICIAL INTEREST HEREIN, THE HOLDER AGREES FOR THE BENEFIT OF THE CORPORATION THAT IT WILL NOT OFFER, RESELL, PLEDGE, HYPOTHECATE OR OTHERWISE TRANSFER THE DEBENTURES EVIDENCED HEREBY OR THE COMMON SHARES ISSUABLE UPON THEIR CONVERSION EXCEPT (A) TO THE CORPORATION; (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER ("QIB") WITHIN THE MEANING OF RULE 144A UNDER THE U.S. SECURITIES ACT THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QIB AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN ACCORDANCE WITH RULE 144A (IF AVAILABLE); (C) UNDER AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE; (D) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT; (E) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATIONS UNDER THE U.S. SECURITIES ACT OR (F) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT; PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (E) ABOVE, AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM SATISFACTORY TO THE CORPORATION AND THE TRUSTEE (AS DEFINED HEREIN) MAY BE REQUIRED BY THE CORPORATION AND THE TRUSTEE PRIOR TO SUCH OFFER,

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SALE OR TRANSFER; AND IN THE CASE OF TRANSFERS PURSUANT TO (F) ABOVE, AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM SATISFACTORY TO THE CORPORATION AND THE TRUSTEE WILL BE REQUIRED PRIOR TO SUCH OFFER, SALE OR TRANSFER. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON A CANADIAN STOCK EXCHANGE.”

No. [●]
CUSIP. 88770AAA8
ISIN. CA88770AAA84

TINY LTD.

(A corporation existing under the laws of Canada)

11.00% SECURED CONVERTIBLE DEBENTURES

DUE MAY 12, 2030

Tiny Ltd. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Convertible Debenture Indenture (the “Indenture”) dated as of May 12, 2025 between the Corporation and Computershare Trust Company of Canada (the “Trustee”), promises to pay to [●] [INSERT NAME OF HOLDER] (the “Holder”) on May 12, 2030, or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”), the principal sum of [●] Dollars ($[●]) in lawful money of Canada on presentation and surrender of this Debenture Certificate (this “Certificate”) at the main branch of the Trustee in Vancouver, British Columbia in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from the date of issue, or from the last Interest Payment Date to which interest shall have been paid or made available for payment hereon, whichever is later, at the rate of 11.00% per annum (based on a 365 day year) in like money, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annually. Interest will be paid in arrears in semi annual payments (with the exception of the first interest payment, which will include interest from and including the date of issue to and including the next Interest Payment Date, and the last interest payment, which will include interest accrued from April 30, 2030 to but excluding the Maturity Date and will be payable on the Maturity Date), in cash, on the applicable Interest Payment Date (being April 30 and October 31, except in the case of the last interest payment, which will be payable on the Maturity Date), to holders of record as at the close of business on the 5th Business Day prior to the applicable Interest Payment Date (or the 5th Business Day prior to the Maturity Date in the case of the last interest payment). The first interest payment is payable on October 31, 2025 and the last interest payment (representing interest from the last Interest Payment Date to, but excluding the Maturity Date) is payable on the Maturity Date. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record date for any payment of interest on the Debentures will be the 5th Business Day prior to the applicable Interest Payment Date (or the 5th Business Day prior to the Maturity Date in the case of the last interest payment).

For the purposes of disclosure under the Interest Act (Canada), whenever interest is computed under this Debenture on the basis of a year (the “deemed year”) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate by multiplying such rate of interest by the actual number of days in such calendar year of calculation and dividing it by the number of days in the deemed year.

This Debenture is one of the 11.00% Secured Convertible Debentures (the “Debentures”) of the Corporation issued or issuable under the provisions of the Indenture. The Debentures authorized for issue immediately are not limited in principal amount. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Debentures are or are to be issued and held and the rights and remedies of the holders of the Debentures and of the Corporation and of the Trustee, all to

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the same effect as if the provisions of the Indenture were herein set forth, to all of which provisions the Holder, by acceptance hereof, assents.

The Debentures are issuable in denominations of $1,000 and multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations.

Any part of the principal of the Debentures represented by this Certificate is convertible, at the option of the Holder, into Common Shares upon surrender of this Certificate at the principal office of the Trustee in Vancouver, British Columbia, commencing on the Closing Date and ending at the Time of Expiry, at the Conversion Price, all subject to the terms and conditions and in the manner set forth in the Indenture.

No Debentures may be converted during the five Business Days prior to an Interest Payment Date as the registers of the Trustee will be closed during such periods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion. Holders converting Debentures shall receive accrued and unpaid interest thereon from the period of the last Interest Payment Date prior to the Date of Conversion to the date that is one Business Day prior to the Date of Conversion. If a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person or Persons entitled to receive Common Shares in respect of the Debentures so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date.

The Holder acknowledges that the Debentures may not be converted by the Holder by or for the account or benefit of any U.S. Person or a Person in the United States unless the Debentures and any Common Shares issuable upon conversion of the Debentures are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States, or unless an exemption is available from the registration requirements of all such laws, and the Holder has furnished an opinion of outside counsel satisfactory to the Corporation (in its discretion) to such effect.

The Debentures represented hereby may be redeemed at the option of the Corporation on the terms and conditions set out in the Indenture at the Redemption Price therein.

The indebtedness evidenced by the Debentures represented hereby, and by all other Debentures now or hereafter certified and delivered under the Indenture, is a direct secured obligation of the Corporation. Each Debenture will rank pari passu with each other Debenture (regardless of their actual date or terms of issue). The Debentures will be secured by the Security Documents for the benefit of the holders of the Debentures.

The principal hereof may become or be declared due and payable before the stated Maturity Date in the events, in the manner, with the effect and at the times provided in the Indenture.

The Indenture contains provisions making binding upon all holders of Debentures outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Debentures outstanding, which resolutions or instruments may have the effect of amending the terms of this Certificate or the Indenture. In the event of any discrepancy between anything contained in this Certificate and the terms and conditions of the Indenture, the terms and conditions of the Indenture shall govern.

The Debentures represented hereby and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended, or under the securities laws of any state of the United States.

The Debentures represented by this Certificate may only be transferred upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Vancouver, British Columbia, and in such other place or places and/or by such other registrars (if any) as the Corporation, with the approval of the Trustee, may designate. No transfer of any Debentures

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represented hereby shall be valid unless made on the register by the registered holder hereof or its executors or administrators or other legal representatives, or its attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Certificate for cancellation. Thereupon a new Certificate in the same aggregate principal amount shall be issued to the transferee in exchange hereof.

This Certificate shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture.

The Indenture and the Debentures represented by this Certificate shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

To the extent that the terms and conditions stated in this Certificate conflict with the terms and conditions of the Indenture, the latter shall prevail.

Capitalized words or expressions used in this Certificate shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF the Corporation has caused this Certificate to be signed by its authorized representatives as of the ___ day of ____, 20[●].

TINY LTD.

Per:
Name:
Title:

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(FORM OF TRUSTEE'S CERTIFICATE)

This Certificate is one of the certificates representing the 11.00% Secured Convertible Debentures due 2030 referred to in the Indenture within mentioned.

COMPUTERSHARE TRUST COMPANY OF CANADA

Per:
Name:
Title:
I/We have the authority to bind the corporation

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FORM OF ASSIGNMENT

FOR VALUE RECEIVED, the undersigned (the "Transferor") [an individual/ a [●] [incorporated/ organized/formed] [under the laws of [●]]] hereby sells, assigns and transfers unto __ (the "Transferee"), whose address and social insurance number, if applicable, are set forth below, this Debenture (or $__ principal amount hereof) of Tiny Ltd. (the "Corporation") standing in the name(s) of the undersigned in the register maintained by the Corporation with respect to such Debenture and does hereby irrevocably authorize and direct __ to transfer such Debenture in such register, with full power of substitution in the premises.

Dated: _____

Address of Transferee: _______
(Street Address, City, Province and Postal Code)

Social Insurance Number of Transferee, if applicable: _____

*If less than the full principal amount of the within Debenture is to be transferred, indicate in the space provided the principal amount (which must be $1,000 or a multiple thereof).

In connection with the transfer of this Debenture, the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the transfer.

In the case of a Debenture Certificate that contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that the transfer of the Debentures is being made (only one of the following must be checked):

(1) ☐ to the Corporation;

(2) ☐ to a person who the undersigned reasonably believes is a “Qualified Institutional Buyer” within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), that is purchasing for its own account or for the account of another Qualified Institutional Buyer and to whom notice is given that the transfer is being made in reliance on Rule 144A, in accordance with Rule 144A;

(3) ☐ pursuant to and in compliance with an exemption from registration provided by Rule 144 under the U.S. Securities Act;

(4) ☐ pursuant to a registration statement that has been declared effective under the U.S. Securities Act and that continues to be effective at the time of transfer;

(5) ☐ outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act and the holder has provided herewith the Declaration for Removal of Legend attached as Schedule D Form of Declaration for Removal of Legend to the Indenture; or

(6) ☐ pursuant to any other available exemption from registration under U.S. Securities Act,

provided that, in the case of transfers pursuant to (3) or (5) above, an opinion of Counsel of recognized standing in form satisfactory to the Corporation and the Trustee may be required by the Corporation and the Trustee prior to such offer, sale, pledge, hypothecation or transfer, and, in the case of (6) above, an opinion of Counsel of recognized standing in form satisfactory to the Corporation and the Trustee will be required prior to such offer, sale or transfer.

“United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

If applicable, and none of the foregoing boxes is checked, the Trustee shall not be obligated to register this Debenture in the name of any Person other than the holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied.

In the case of a Debenture Certificate that does not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account or benefit of any U.S. person or to any person in the United States, the undersigned hereby represents, warrants and certifies that the transfer of the Debentures is being completed pursuant to and in compliance in all respects with an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws, in which case the undersigned has furnished to the Corporation and the Trustee an opinion of outside counsel of recognized standing (in form and substance reasonably satisfactory to the Corporation and the Trustee in their respective discretion) to such effect.

☐ If transfer is to a U.S. person, please check this box.

DATED this __ day of ___, 20__.

Signature of Transferor guaranteed by:

Medallion Signature Guarantee Stamp	Signature of Transferor
Authorized Officer	(print name of Transferor)
Name of Institution	(if applicable, print name of signatory and office)
	Address of Transferor

The Debenture will only be transferable in accordance with applicable laws (including Applicable Securities Legislation). The Debenture and the Common Shares issuable upon conversion thereof have not been registered under the U.S. Securities Act, or under the securities laws of any state of the United States, and may not be transferred to or for the account or benefit of a U.S. person or any person in the United States without registration under the U.S. Securities Act and applicable state securities laws, or compliance with the requirements of an exemption from registration.

REASON FOR TRANSFER – For US Residents only (where the individual(s) or corporation receiving the securities is a US resident). Please select only one (see instructions below).

☐ Gift
☐ Estate
☐ Private Sale
☐ Other (or no change in ownership)

Date of Event (Date of gift, death or sale):

Value per Debenture on the date of event:

$	______	______	______

☐ CAD OR ☐ USD

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CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: "SIGNATURE GUARANTEED", "MEDALLION GUARANTEED" OR "SIGNATURE & AUTHORITY TO SIGN GUARANTEE", all in accordance with the transfer agent's then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a "SIGNATURE & AUTHORITY TO SIGN GUARANTEE" Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a "MEDALLION GUARANTEED" Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.
The registered holder of this Debenture is responsible for the payment of any documentary, stamp or other transfer taxes that may be payable in respect of the transfer of this Debenture.

REASON FOR TRANSFER – FOR US RESIDENTS ONLY

Consistent with US IRS regulations, Computershare is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place).

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TRANSFEREE ACKNOWLEDGMENT

The undersigned transferee (the "Transferee") acknowledges and agrees that the Debenture may not be offered, sold, pledged or otherwise transferred in the absence of: (a) an effective registration statement under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and the applicable laws of any such state relating thereto; or (b) an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Each Debenture issued in the U.S. or to a U.S. Person or to a Person acting for the account of a Person in the U.S. or a U.S. Person are, and Common Shares issued upon conversion of such Debentures will be "restricted securities" as defined in Rule 144(a)(3) under the U.S. Securities Act and shall contain a legend on the face thereof, in the appropriate form, setting forth the restrictions on transfer referred to in the Debenture Certificate, unless in the opinion of counsel for the holder thereof (which is in form and substance satisfactory to the Corporation), the securities represented thereby are not, at such time, required by law to bear such legend, or in the case of the Common Shares, are transferred pursuant to an effective registration statement under the U.S. Securities Act and applicable state securities laws. The holder acknowledges and agrees that the Debenture represented by this Debenture Certificate, and the Common Shares issuable upon conversion thereof, constitute "restricted securities" under the U.S. Securities Act.

Any certificate issued at any time in exchange or substitution for any certificate bearing a restrictive legend shall also bear such legend unless in the opinion of counsel for the holder thereof (which is in form and substance satisfactory to the Corporation), the securities represented thereby are not, at such time, required by law to bear such legend.

The Transferee acknowledges that it shall notify the Corporation prior to any conversion of the Debenture if the representations, warranties and certifications contained in the Form of Transfer are no longer true and correct.

DATED the __ day of __, 20__.

(Witness)

(Name of Witness – Please print)

(Signature of Transferee)

(Name of Transferee – Please print)

(Name and Capacity of Authorized Representative – please print)

The Debenture and the Common Shares issuable upon conversion of the Debenture shall only be transferable in accordance with applicable laws (including Applicable Securities Legislation). The Debenture may only be converted in the manner required by the Indenture and the Debenture. Any securities acquired pursuant to the conversion of the Debenture shall be subject to applicable resale restrictions and any certificate representing such securities may bear restrictive legends.

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EXHIBIT 1
TO CDS GLOBAL DEBENTURE
TINY LTD.
11.00% SECURED CONVERTIBLE DEBENTURES DUE 2030
Initial Principal Amount: $ [●]
Authorization: ________

ADJUSTMENTS

Date	Amount of Increase	Amount of Decrease	New Principal Amount	Authorization

A-11

B-1

SCHEDULE B

FORM OF REDEMPTION NOTICE

TINY LTD.

11.00% SECURED CONVERTIBLE DEBENTURES

REDEMPTION NOTICE

To: Holders of 11.00% Secured Convertible Debentures (the "Debentures") of Tiny Ltd. (the "Corporation")

Note: All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated.

Notice is hereby given pursuant to Section 4.3 of the convertible debenture indenture (the "Indenture") dated as of May 12, 2025 between the Corporation and Computershare Trust Company of Canada (the "Trustee"), that the aggregate principal amount of $[●] of the [$[●] of Debentures outstanding will be redeemed as of [●] (the "Redemption Date"), upon payment of a redemption amount of $[●] for each $1,000 principal amount of Debentures, being equal to the aggregate of (i) $[●] (the "Redemption Price"), and (ii) all accrued and unpaid interest hereon to but excluding the Redemption Date (collectively, the "Total Redemption Price").

The Total Redemption Price will be payable upon presentation and surrender of the Debentures called for redemption at the following corporate trust office:

Computershare Trust Company of Canada
510 Burrard Street, 3rd Floor
Vancouver, British Columbia V6C 3B9

The interest upon the principal amount of Debentures called for redemption shall cease to be payable from and after the Redemption Date, unless payment of the Total Redemption Price shall not be made on presentation for surrender of such Debentures at the above-mentioned corporate trust office on or after the Redemption Date or prior to the setting aside of the Total Redemption Price pursuant to the Indenture.

DATED: ____

TINY LTD.

Per: ____
Authorized Director or Officer

SCHEDULE C
FORM OF NOTICE OF CONVERSION

CONVERSION NOTICE

TO: TINY LTD.

AND TO: COMPUTERSHARE TRUST COMPANY OF CANADA

Note: All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated.

The undersigned registered holder of 11.00% Secured Convertible Debentures (the "Debentures") of Tiny Ltd. (the "Corporation") irrevocably elects to convert the Debentures (or $ ______ principal amount thereof, which must be $1,000 or an integral multiple thereof) in accordance with the terms of the Indenture referred to in the Debentures and tenders herewith the Debentures, and, if applicable, directs that the Common Shares of the Corporation issuable upon a conversion be issued and delivered to the person indicated below. The undersign confirms that the delivery of this Conversion Notice and the conversion elected hereby complies with the terms of the Indenture (including Sections 7.3(b) and 7.4) and Applicable Securities Laws. If Common Shares are to be issued in the name of a person other than the holder such transfer must comply with Section 7.3(b) of the Indenture and all requisite transfer taxes must be tendered by the undersigned.

The undersigned acknowledges and agrees that any adjustment to the Conversion Price will be confirmed by the Corporation pursuant to the terms of the Indenture referred to in the Debentures. The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on conversion may be subject to restrictions on resale under applicable securities legislation.

The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):

☐ (A) the undersigned holder at the time of conversion of the Debentures (i) is not in the United States, (ii) is not a U.S. Person, (iii) is not converting the Debentures for the account or benefit of a U.S. Person or a person in the United States, (iv) did not execute or deliver this conversion notice in the United States and (v) delivery of the underlying Common Shares will not be to an address in the United States; OR

☐ (B) if the undersigned holder is (i) a holder in the United States, (ii) a U.S. Person, (iii) a person converting for the account or benefit of a U.S. Person, (iv) executing or delivering this conversion notice in the United States or (v) requesting delivery of the underlying Common Shares in the United States, the undersigned holder has delivered to the Corporation and the Corporation's transfer agent (a) a completed and executed U.S. Purchaser Letter in substantially the form attached to this conversion notice as Appendix I or (b) an opinion of counsel (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Corporation) or such other evidence reasonably satisfactory to the Corporation to the effect that with respect to the Common Shares to be delivered upon conversion of the Debentures, the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.

It is understood that the Corporation and Computershare Trust Company of Canada may require evidence to verify the foregoing representations.

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C-2

Notes:

1) Certificates will not be registered or delivered to an address in the United States unless Box B above is checked.

2) If Box B above is checked, holders are encouraged to consult with the Corporation and the Trustee in advance to determine that the legal opinion tendered in connection with the conversion will be satisfactory in form and substance to the Corporation and the Trustee. If B is checked the Common Shares will have a U.S. Legend unless Trustee and Corporation receive an opinion from Counsel of recognized standing that no U.S. Legend is required under the U.S. Securities Act and applicable state securities laws.

"United States" and "U.S. Person" are as defined in Rule 902 of Regulation S under the U.S. Securities Act.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Date: _____
(Signature of Registered Holder)

*If less than the full principal amount of the Debentures, indicate in the space provided the principal amount (which must be $1,000 or multiples thereof).

NOTE: If Common Shares are to be issued in the name of a person other than the holder, the signature must be guaranteed by a chartered bank, a trust company or by a member of an acceptable Medallion Guarantee Program. The Guarantor must affix a stamp bearing the actual words: "SIGNATURE GUARANTEED", "MEDALLION GUARANTEED" OR "SIGNATURE & AUTHORITY TO SIGN GUARANTEE", all in accordance with the transfer agent's then current guidelines and requirements at the time of transfer.

(Print name in which Common Shares are to be issued, delivered and registered)

Name: _____

(Address)

(City, Province and Postal Code)

Name of Guarantor: _____

Authorized Signature: _____

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APPENDIX I TO SCHEDULE C – FORM OF NOTICE OF CONVERSION
FORM OF U.S. PURCHASER LETTER UPON CONVERSION OF DEBENTURES
TINY LTD.

Attention: Tiny Ltd.

and to -

Computershare Trust Company of Canada.

as Trustee

Dear Sirs:

We are delivering this letter in connection with the acquisition of common shares (the “Common Shares”) of Tiny Ltd., a corporation incorporated under the laws of the Province of British Columbia (the “Corporation”), upon the conversion of debentures of the Corporation (“Debentures”), issued under the indenture dated as of May 12, 2025 between the Corporation and Computershare Trust Company of Canada.

We hereby confirm that:

(a) we are acquiring the Common Shares for our own account;

(b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of acquiring the Common Shares;

(c) we are not acquiring the Common Shares with a view to distribution thereof or with any present intention of offering or selling any of the Common Shares, except (A) to the Corporation, (B) outside the United States in accordance with Rule 904 under the U.S. Securities Act or (C) inside the United States in accordance with Rule 144 under the U.S. Securities Act, if applicable, and in compliance with applicable state securities laws;

(d) we acknowledge that we have had access to such financial and other information as we deem necessary in connection with our decision to convert the Debentures and acquire the Common Shares;

(e) we acknowledge that we are not acquiring the Common Shares as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and

(f) we are an “accredited investor” satisfying one or more of the criteria set forth in Rule 501(a) of Regulation D under the U.S. Securities Act, as follows (please write “SUB” on each line that applies to you, and “BP” on each line that applies to each beneficial purchaser, if any, on whose behalf you are acting as a fiduciary or agent):

Category 1. A bank, as defined in Section 3(a)(2) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the

C-4

United States Securities Exchange Act of 1934; an insurance company as defined in Section 2(a)(13) of the U.S. Securities Act; an investment company registered under the United States Investment Company Act of 1940; a business development company as defined in Section 2(a)(48) of the United States Investment Company Act of 1940; a small business investment company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the United States Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of U.S. $5,000,000; or an employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974 in which the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or an employee benefit plan with total assets in excess of U.S. $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are "accredited investors"; or

Category 2. A private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940; or

Category 3. An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the Common Shares, with total assets in excess of U.S. $5,000,000; or

Category 4. A director or executive officer of the Corporation; or

Category 5. Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of its or her purchase exceeds US$1,000,000 (for the purposes of calculating net worth: (i) the person's primary residence shall not be included as an asset; (ii) indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the conversion of the debenture, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the conversion of the debenture exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence shall be included as a liability);

Category 6. A natural person who had an individual income in excess of U.S.$200,000 in each of the two most recent years or joint income with that person's spouse in excess of U.S.$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or

Category 7. A trust, with total assets in excess of U.S.$5,000,000, not formed for the specific purpose of acquiring the Common Shares offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the U.S. Securities Act; or

Category 8. An entity in which all of the equity owners are accredited investors.

We understand that the Common Shares are being offered in a transaction not involving any public offering within the United States within the meaning of the U.S. Securities Act and that the Common Shares have not been registered under the U.S. Securities Act. We further understand that any Common Shares acquired by us will be in the form of definitive physical certificates and that such certificates will bear a U.S. restrictive legend.

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We acknowledge that you will rely upon our confirmations, acknowledgements and agreements set forth herein, and we agree to notify you promptly in writing if any of our representations or warranties herein ceases to be accurate or complete.

DATED this __ day of _____, 20____.

X
Signature of individual (if purchaser is an individual)

X
Authorized signatory (if purchaser is not an individual)

Name of purchaser (please print)

Name of authorized signatory (please print)

Official capacity of authorized signatory (please print)

C-6

D-1

SCHEDULE D

FORM OF DECLARATION FOR REMOVAL OF LEGEND

[Available only at such time as the Corporation qualifies as a "foreign issuer" under Regulation S]

TO: Computershare Trust Company of Canada, as trustee and registrar of the 11% Secured Convertible Debentures and Common Shares of Tiny Ltd. (the "Corporation")

AND TO: The Corporation

The undersigned (a) acknowledges that the sale of the securities of the Corporation to which this declaration relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and (b) certifies that (1) the undersigned is not an "affiliate" of the Corporation, as that term is defined in Rule 405 under the U.S. Securities Act (or is an affiliate solely by virtue of holding the position of a director or officer of the Corporation), (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of the TSX Venture Exchange and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any "directed selling efforts" (as defined in Regulation S) in the United States in connection with the offer and sale of the securities, (4) the sale is bona fide and not for the purpose of "washing off" the resale restrictions imposed because the securities are "restricted securities" (as defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to and will not replace the securities sold in reliance on Rule 904 of Regulation S with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

Certificate Number: _______

Number of Debentures: _______

Dated: _______

By: _______

Signature: _______

Name: _______

Title: _______

Affirmation by Seller's Broker-Dealer (required for sales pursuant to Section (b)(2)(B) above)

We have read the foregoing representations letter of our customer, __ (the "Seller"), dated __, 20__, pursuant to which the Seller has requested that we sell, for the Seller's account, the securities of the Corporation referenced above which are represented by certificate number _____ (the "Securities"). We have executed sales of the Securities pursuant to Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), on behalf of the Seller. In that connection, we hereby represent to you as follows:

(1) no offer to sell Securities was made to a person in the United States;
(2) the sale of the Securities was executed in, on or through the facilities of the TSX Venture Exchange, and, to the best of our knowledge, the sale was not pre-arranged with a buyer in the United States;
(3) no "directed selling efforts" were made in the United States by the undersigned, any affiliate of the undersigned, or any person acting on behalf of the undersigned; and
(4) we have done no more than execute the order or orders to sell the Securities as agent for the Seller and will receive no more than the usual and customary broker's commission that would be received by a person executing such transaction as agent.

For purposes of these representations: "affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the undersigned; "directed selling efforts" means 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 the Securities (including, but not be limited to, the solicitation of offers to purchase the Securities from persons in the United States); and "United States" means the United States of America, its territories or possessions, any State of the United States, and the District of Columbia.

Legal counsel to the Corporation shall be entitled to rely upon the representations, warranties and covenants contained in this letter to the same extent as if this letter had been addressed to them.

Name of Firm

By: _____
Authorized Signatory

(print name)

(title)

D-2

D-1

SCHEDULE E

FORM OF GUARANTEE

[REDACTED – Commercially Sensitive Information]

D-1

SCHEDULE F

FORMS OF CORPORATION SECURITY AGREEMENTS

[REDACTED – Commercially Sensitive Information]

E-1

SCHEDULE G

FORMS OF GUARANTOR SECURITY AGREEMENTS

[REDACTED – Commercially Sensitive Information]

SCHEDULE H
APPROVED BANK

Bank	Relevant S&P Issuer Credit Rating (as at May 1st, 2025)
Bank of America NA	A+
Bank of Montreal	A+
The Bank of Nova Scotia	A+
Bank of Scotland	A+
Bank of Tokyo-Mitsubishi UFJ	A
BNP Paribas	A+
Canadian Imperial Bank of Commerce	A+
Citibank NA	A+
National Bank of Canada	A+
Royal Bank of Canada	AA-
Societe Generale (Canada Branch)	A
The Toronto-Dominion Bank	A+

F-1

AI assistant

Tiny Ltd. — Capital/Financing Update 2025

47831_rns_2025-05-22_620e18d8-035a-40cd-bf8a-4cb4fcd0e492.pdf

SECURED CONVERTIBLE DEBENTURE INDENTURE

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION

ARTICLE 2 THE DEBENTURES

ARTICLE 3 REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP

ARTICLE 4 REDEMPTION AND PURCHASE OF DEBENTURES

ARTICLE 10 DEFAULT 60

ARTICLE 11 SATISFACTION AND DISCHARGE 65

ARTICLE 12 SUCCESSORS 67

ARTICLE 13 MEETINGS OF DEBENTUREHOLDERS 69

SECURED CONVERTIBLE DEBENTURE INDENTURE

BETWEEN:

AND:

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.2 Meaning of "Outstanding"

1.3 Interpretation

1.4 Headings, Etc.

1.5 Time of Essence

1.6 Monetary References

1.7 Invalidity, Etc.

1.8 Language

1.9 Successors and Assigns

1.10 Severability

1.18 Lead Investor

1.19 Schedules

ARTICLE 2 THE DEBENTURES

2.1 Limit of Debentures

2.2 Form and Terms of Debentures

2.3 Issue of Global Debentures

2.4 Certification and Delivery of Additional Debentures

2.5 Non-Certificated Deposit

2.6 Execution of Debentures

2.7 Certification

2.8 Interim Debentures or Certificates

2.9 Mutilation, Loss, Theft or Destruction

2.10 Concerning Interest

2.11 Rank

2.12 Payments of Amounts Due on Maturity

2.13 U.S. Legend on the Debentures and Common Shares

2.14 Payment of Interest

ARTICLE 3

3.1 Definitive Debentures

3.2 Global Debentures

3.3 Transferee Entitled to Registration

3.4 No Notice of Trusts

3.5 Registers Open for Inspection

3.6 Exchanges of Debentures

3.7 Closing of Registers

3.8 Charges for Registration, Transfer and Exchange

3.9 Ownership of Debentures

ARTICLE 4

4.1 Applicability of Article

4.2 Partial Redemption

4.3 Notice of Redemption

4.4 Debentures Due on Redemption Dates

4.5 Deposit of Redemption Monies

4.6 Failure to Surrender Debentures Called for Redemption

4.7 Cancellation of Debentures Redeemed

4.8 Deposit of Maturity Monies

4.9 Purchases by the Corporation

ARTICLE 5

5.1 Guarantees

5.2 Amalgamation of Guarantors

5.3 Release

ARTICLE 6

6.1 Security

6.2 Registration of Security

6.3 Ranking and Priority

6.4 Order of Payment

6.5 Obligation to Pay Not Impaired

6.6 Payment Priorities if Senior Indebtedness in Default

6.7 Confirmation of Subordination

6.8 Knowledge of Trustee

6.9 Trustee May Hold Senior Indebtedness

6.10 Rights of Holders of Senior Indebtedness Not Impaired

6.11 Altering the Senior Indebtedness

Tiny Ltd. Capital/Financing Update 2025