Tiny Ltd. — Legal Proceedings Report 2026

Feb 5, 2026

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LETTER AGREEMENT

This LETTER AGREEMENT (this Agreement) is made as of [date], 2026 (the Effective Date) between Tiny Ltd. (the Corporation) and [name of Supporting Debentureholder] (Debentureholder).

WHEREAS:

• (A) The Corporation intends to undertake a financing (the New Financing) of fixed rate senior secured callable bonds to refinance existing debt, including to fund the Offer (as defined below) and for the general corporate purposes of the Corporation and its subsidiaries.
• (B) The Corporation intends to offer to acquire (the Offer) all of the issued and outstanding 11.00% Secured Convertible Debentures due 2030 (the Debentures) issued under the Secured Convertible Debenture Indenture dated May 12, 2025 (the Indenture) between the Corporation and Computershare Trust Company of Canada, as trustee, by way of an issuer bid or as otherwise permitted under the Indenture and applicable securities laws.
• (C) As the Corporation intends to fund the Offer with proceeds from the New Financing, take-up and payment for the Debentures deposited under the Offer would be conditional on successful completion of the New Financing.
• (D) There is currently outstanding an aggregate of Cdn.\$36,100,000 principal amount of the Debentures.
• (E) Debentureholder holds Cdn.\$[principal amount of Debentures] principal amount of the Debentures.
• (F) This Agreement sets out the terms and conditions of the irrevocable agreement of Debentureholder to support, and to deposit all of the Debentures held, directly or indirectly, by it to, the Offer.
• (G) Debentureholder acknowledges that the Corporation would not pursue the Offer but for the execution and delivery of this Agreement by Debentureholder and that it is a condition of the Corporation's obligations hereunder that Debentureholder enters into this Agreement.

NOW THEREFORE, in consideration of the Corporation agreeing to initiate and make the Offer, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties here to agree as follows:

1. Covenants of Debentureholder

a. Provided that the Offer is for consideration per Cdn.\$1,000 principal amount of the Debentures of not less than (i) Cdn.\$1,180.06, plus interest accrued on the Debentures to three days prior to the date of full and final payment under the Offer, plus Cdn.\$1.67 representing a pro rata share of the aggregate Cdn.\$60,287 expense reimbursement amount to compensate holders of the Debentures for out-of-pocket legal expenses incurred in connection with the Offer (collectively, the Cash Consideration), and (ii) 12.5 Class A common share purchase warrants of the Corporation (the Warrants), each Warrant entitling the holder thereof to purchase one (1) Class A common share of the Corporation (each a Warrant Share) for a period of five (5) years at a price of Cdn.\$12.00 per Warrant Share (the Warrant Consideration and, together with the Cash Consideration, the Minimum Consideration), Debentureholder irrevocably covenants and agrees in favour of the Corporation to support and tender all of the Debentures held, directly or indirectly, by it to the Offer, including for clarity (to the extent applicable depending on the structure of the Offer):

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• (i) to irrevocably deposit or cause to be deposited under the Offer, all of the Debentures held, directly or indirectly, by it (notwithstanding any statutory or other rights of withdrawal Debentureholder may otherwise have);
• (ii) to vote or cause to be voted all of the Debentures held, directly or indirectly, by it in favour of the Offer and in favour of any resolution reasonably necessary to give effect to the Offer (including, for the avoidance of doubt, any resolution proposed by the Corporation to amend the Indenture, in accordance with the terms of the Indenture, that is reasonably necessary in order to effect the Offer or the New Financing (provided that the proceeds of the New Financing shall be used to complete the Offer as set out herein) or to allow the Corporation to redeem any Debentures that remain outstanding upon settlement of the Offer for the same consideration as offered in the Offer), at any meeting of holders of the Debentures, or in a resolution in writing signed by or on behalf of, or in a consent solicitation of, the holders of the Debentures;
• (iii) to vote or to cause to be voted all of the Debentures held, directly or indirectly, by it at any meeting of holders of the Debentures, against any resolution or transaction which would in any manner, frustrate, prevent, delay or nullify the Offer (including, for the avoidance of doubt, any resolution to amend the Indenture in order to frustrate, prevent, delay or nullify the Offer or the New Financing, provided that the proceeds of the New Financing shall be used to complete the Offer as set out herein); and
• (iv) to not challenge or contest the Offer and not exercise and to irrevocably waive, to the fullest extent permitted by law, any and all rights of dissent or appraisal it may have with respect to the Offer.
• b. Without limiting the generality of the foregoing, if the Offer is made by way of an issuer bid, Debentureholder irrevocably covenants and agrees in favour of the Corporation (i) to, within three (3) business days following receipt of the issuer bid circular and letter of transmittal in respect of the Offer, deliver or caused to be delivered (including, if applicable, instructing CDS Clearing and Depositary Services Inc. (CDS) in respect of Debentures held through CDS) to the depository for the Offer, with a copy to the Corporation, a duly completed and executed letter of transmittal depositing all of the Debentures held, directly or indirectly, by it under the Offer, and (ii) to not withdraw the Debentures so deposited under the Offer and to not withdraw or revoke the letter of transmittal so delivered, unless this Agreement is terminated in accordance with its terms prior to the completion of the Offer.
• c. From the Effective Date until the termination of this Agreement in accordance with its terms, Debentureholder agrees that it will not, directly or indirectly:
• (i) sell, assign, transfer, alienate, gift, pledge, option, hedge or enter into any derivative transactions in respect of, or otherwise dispose of or encumber, any of the Debentures held, directly or indirectly, by it;
• (ii) grant or agree to grant any proxy or other right to the Debentures held, directly or indirectly, by it or enter into any voting trust or pooling agreement or arrangement or otherwise relinquish or modify its right to vote any of its Debentures, or enter into or subject any of its Debentures to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting thereof;
• (iii) solicit or initiate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) any inquiry or the making of any proposal to the Corporation or its shareholders or the holders

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• of the Debentures from any person which would reasonably be expected to materially reduce the likelihood of the success of, or delay or interfere with the completion of the Offer;
• (iv) take any other action of any kind, directly or indirectly, which (A) would reasonably be expected to materially reduce the likelihood of the success of, or delay or interfere with the completion of the Offer, or (B) may cause its representations or warranties hereunder to become untrue; or
• (v) enter into any agreement to do any of the foregoing.

2. Covenants of the Corporation

• a. Provided that the Corporation completes the New Financing, the Corporation irrevocably covenants and agrees in favour of Debentureholder to make the Offer, on and subject to the terms and conditions set out herein.
• b. In connection with making the Offer, the Corporation will use commercially reasonable efforts to have the Warrants listed and traded on the Toronto Stock Exchange concurrently with, or as soon as practicable following completion of, the Offer.

3. Conditions of the Offer

• a. The Corporation's obligation to make and complete the Offer is conditional upon the following:
• (i) there shall not have been threatened, taken or pending any action or proceeding by any government or governmental authority or regulatory or administrative agency in any jurisdiction, or by any other person in any jurisdiction, before any court or governmental authority or regulatory or administrative agency in any jurisdiction, challenging or seeking to cease-trade, make illegal, delay or otherwise directly or indirectly restrain, enjoin or prohibit the making of the Offer, or the acceptance or acquisition of, or payment for, the Debentures;
• (ii) there shall not have been any action or proceeding threatened, pending or taken or approval withheld or any statute, rule, regulation, stay, decree, judgment or order or injunction proposed, sought, enacted, enforced, promulgated, amended, issued or deemed applicable to the Offer or the Corporation or any of its subsidiaries by any court, government or governmental authority or regulatory or administrative agency in any jurisdiction that, in the sole judgment of the Corporation, acting reasonably, might directly or indirectly result in the Offer or the acceptance or acquisition of, or payment for, the Debentures being challenged, cease-traded, made illegal, delayed, restrained, enjoined or prohibited in any jurisdiction;
• (iii) there shall not have been any change, event, occurrence, effect, state of facts or circumstances in the business, operations or assets of the Corporation that would, or would reasonably be expected to, constitute a material adverse effect of the Corporation and its subsidiaries, taken as a whole (subject to customary carveouts);
• (iv) there shall not have been proposed, announced or made by any person in any jurisdiction any take-over bid or tender or exchange offer with respect to any or all of the securities of the Corporation (including, for clarity, any offer with respect to any or all of the Debentures), or any merger, business combination or acquisition proposal, disposition of assets outside of the ordinary course of business, or any

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• other similar transaction with or involving the Corporation or its subsidiaries, other than the Offer, or any solicitation of proxies, other than by management, to seek to control or influence the board of directors of the Corporation;
• (v) if applicable, the valuation with respect to the Debentures obtained by or on behalf of the Corporation shall not have been withdrawn or amended;
• (vi) completion of the Offer shall not subject the Corporation to any material tax liability; and
• (vii) not less than two-thirds (66 and 2/3%) of the aggregate principal amount of the issued and outstanding Debentures supporting and tendering to the Offer.
• b. Without limiting the generality of the foregoing, the acceptance or acquisition of, and the payment for, the Debentures deposited under the Offer will be conditional on the successful completion of the New Financing for gross proceeds of not less than US\$110,000,000.

4. Representations and Warranties

• a. Debentureholder hereby represents and warrants to and in favour of the Corporation and acknowledges that the Corporation is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:
• (i) Ownership. It is the beneficial owner of, or exercises control or direction over, directly or indirectly (including through investment funds or fully managed accounts for which it has discretionary management authority), Cdn.\$[principal amount of Debentures] principal amount of the Debentures. It has the sole and exclusive right to sell, vote, deposit or otherwise deal with such Debentures as provided in this Agreement. Other than this Agreement, no person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase, acquisition or transfer from Debentureholder of any of its Debentures or any interest therein or right thereto.
• (ii) Good title. It has good and marketable title to all Debentures held, directly or indirectly, by it and upon take-up and payment therefor by the Corporation in accordance with the Offer, its Debentures will be acquired with good and marketable title, free and clear of any and all encumbrances.
• (iii) Organization. It is duly incorporated or formed and validly existing under the laws of its jurisdiction of incorporation or formation.
• (iv) Authorization. It has all necessary power, authority, capacity, consent and right to enter into this Agreement and to carry out each of its obligations under this Agreement. This Agreement has been duly executed and delivered by Debentureholder and constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms; subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.
• (v) Non-Contravention. The entering into of, and the performance of its obligations under, this Agreement does not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a breach or a

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violation of, or conflict with in any material manner, or allow any other person to exercise any rights under any of the terms or provisions of its constating documents, or any agreement, contract or indenture to which it is a party or by which its property or assets are bound, and will not result in the violation of any law or regulation, except, in each case, where such breach or violation would not adversely affect Debentureholder's ability to perform its obligations as contemplated by this Agreement or the Offer.

• (vi) No consents. To the best of its knowledge, it is not required to make any filing with, give any notice to, or obtain any permit, licence, sanction, ruling, order, exemption or consent, approval or waiver of, any governmental authority or other person as a condition to the lawful completion of the transactions contemplated by this Agreement or the Offer.
• (vii) No proceeding. There is no claim, action, lawsuit, arbitration, mediation or other proceeding pending or threatened against it (or its subsidiaries or affiliates), which relates to this Agreement or otherwise materially impairs or could materially impair the ability of it to consummate the transactions contemplated by this Agreement or the Offer.
• (viii) Securities law exemptions. It is aware and acknowledges that (A) the Warrants (and the underlying Warrant Shares) forming part of the Minimum Consideration under the Offer, if made, will be issued to holders of the Debentures who deposit their Debentures under the Offer, in reliance upon prospectus exemptions and exemptions from registration under applicable securities laws, and (B) as a condition to receiving such Warrants (and the underlying Warrant Shares) forming part of the Minimum Consideration under the Offer, it will be required to complete, execute and deliver a customary subscription agreement or such other certificates or documents as may be reasonably requested by the Corporation (as will be set forth in an indenture for the Warrants) to, among other things, confirm its ability to rely on one or more of such prospectus exemptions and exemptions from registration under applicable securities law.
• b. The Corporation hereby represents and warrants to and in favour of Debentureholder and acknowledges that Debentureholder is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:
• (i) Organization. It is duly incorporated or formed and validly existing under the laws of its jurisdiction of incorporation or formation.
• (ii) Authorization. It has all necessary power, authority, capacity, consent and right to enter into this Agreement and to carry out each of its obligations under this Agreement. This Agreement has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms; subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.
• (iii) Non-Contravention. The entering into of, and the performance of its obligations under, this Agreement does not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a breach or a violation of, or conflict with in any material manner, or allow any other person to exercise any rights under any of the terms or provisions of its constating

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documents, or any agreement, contract or indenture to which it is a party or by which its property or assets are bound, and will not result in the violation of any law or regulation, except, in each case, where such breach or violation would not adversely affect the Corporation's ability to perform its obligations as contemplated by this Agreement or the Offer.

• (iv) No consents. To the best of its knowledge, it is not required to make any filing with, give any notice to, or obtain any permit, licence, sanction, ruling, order, exemption or consent, approval or waiver of, any governmental authority or other person as a condition to the lawful completion of the transactions contemplated by this Agreement or the Offer.
• (v) No proceeding. There is no claim, action, lawsuit, arbitration, mediation or other proceeding pending or threatened against it (or its subsidiaries or affiliates), which relates to this Agreement or otherwise materially impairs or could materially impair the ability of it to consummate the transactions contemplated by this Agreement or the Offer.
• (vi) No other offer. As of the date hereof, the Corporation has not received any written offer, expression of interest, proposal or inquiry (written or oral) from any person or persons to acquire securities representing 20% or more of the voting securities of the Corporation or all or substantially all of the assets of the Corporation or any of its subsidiaries.
• (vii) Canadian securities law exemptions. The Warrants (and the underlying Warrant Shares) forming part of the Minimum Consideration under the Offer, if made, will be issued to holders of the Debentures in Canada who deposit their Debentures under the Offer, pursuant to the prospectus exemption under section 2.16 (and/or another applicable section) of National Instrument 45-106 – Prospectus Exemptions in respect of take-over bids and issuer bids.
• (viii) United States securities law exemptions. The Warrants (and the underlying Warrant Shares) forming part of the Minimum Consideration under the Offer, if made, have not been and will not be registered under the U.S. Securities Act or the securities laws of any state. Such Warrants (and the underlying Warrant Shares) will be issued to holders of the Debentures in the United States who deposit their Debentures under the Offer, if made, by way of private placement only to (A) Qualified Institutional Buyers (within the meaning of Rule 144A) or (B) Accredited Investors (within the meaning of Regulation D) in transactions that are exempt from registration pursuant to Section 4(a)(2) of the U.S. Securities Act, and in each case in compliance with the securities laws of the applicable states of the United States, and such Warrants shall be subject to the applicable restrictions on transfer and exercise in the United States (as will be set forth in an indenture for the Warrants).

5. Termination

• a. This Agreement may be terminated:
• (i) at any time by mutual written consent of the Corporation and Debentureholder;
• (ii) by Debentureholder upon written notice to the Corporation, if the Offer has not been made within ninety (90) days of the Effective Date (or such later date as mutually agreed by the parties in writing);

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• (iii) by the Corporation upon written notice to Debentureholder, if the Corporation determines not to proceed with the New Financing;
• (iv) by either party while not in material default in the performance of its obligations under this Agreement upon written notice to the other party, if Debentureholder's Debentures have not been acquired under the Offer within six (6) months after the Effective Date (or such later date as mutually agreed by the parties in writing);
• (v) by either party while not in material default in the performance of its obligations under this Agreement upon written notice to the other party, if (A) the other party has failed to perform its covenants in all material respects or (B) the representations and warranties of the other party is untrue on inaccurate in any material respect;
• (vi) automatically, upon the acquisition of the Debentures held, directly or indirectly, by Debentureholder under the Offer.
• b. Upon termination of this Agreement, this Agreement will be of no further force and effect, and no party shall have any liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination, provided that the representations and warranties set out in Section 4 hereof shall survive for 12 months following the termination of this Agreement. For greater certainty, upon the termination of this Agreement (except an automatic termination in accordance with subsection 5(a)(vi)), any irrevocable waiver of rights provided by Debentureholder herein shall terminate and, thereafter, such rights shall be of full force and effect.
• c. If termination of this Agreement occurs prior to the Corporation taking up and paying for Debentureholder's Debentures pursuant to the Offer, Debentureholder shall be entitled to withdraw its Debentures deposited thereunder or to withdraw and revoke any letter of transmittal in respect of its Debentures provided to the depository.

6. General

• a. In this Agreement words importing the singular include the plural and vice versa, words importing any gender include all genders and the word person includes individuals, partnerships, associations, trusts, foundations, unincorporated organizations, limited liability companies and corporations. The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.
• b. Each party shall from time to time execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
• c. Time shall be of the essence of this Agreement.
• d. This Agreement shall be governed by and shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
• e. This Agreement shall enure to the benefit of and be binding on the parties hereto and their respective heirs, administrators, successors and assigns.
• f. This Agreement may not be assigned by any party without the prior written consent of the other party; provided, however, that the Corporation may assign its obligations under this Agreement to a subsidiary or an affiliate provided that the Corporation shall continue to be liable for any breach of or default in the performance by the permitted assignee of this Agreement.

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• g. Debentureholder recognizes and acknowledges that this Agreement is an integral part of the transactions contemplated in this Agreement and that the Corporation would not contemplate making the Offer but for, among other things, the execution and delivery of this Agreement by Debentureholder, and that a breach by Debentureholder of any of its covenants or agreements contained in this Agreement will cause the Corporation to sustain damages for which it would not have an adequate remedy at law for money damages and, therefore, Debentureholder agrees that in the event of such a breach by Debentureholder, the Corporation shall be entitled to the remedy of specific performance of such covenant or agreement and to injunctive and other equitable relief in addition to any other remedy to which it may be entitled at law or in equity, and Debentureholder further agrees to waive any requirement for the security or posting of any bond in connection with the obtaining of injunctive or other equitable relief. Such remedies will not be exclusive remedies for any breach of this Agreement but will be in addition to any other remedy to which the Corporation may be entitled, at law or in equity.
• h. Except as required by law or the policies of the Toronto Stock Exchange, the existence and terms of this Agreement will remain strictly confidential and neither party (nor its directors, officers, shareholders, financial and legal advisors or any other representatives) will, without the prior written consent of the other party, make any public announcement with respect to, or disclose to anyone the existence or any details of this Agreement or the Offer, except as is required to be disclosed under applicable law or the policies of the Toronto Stock Exchange, in which case such disclosing party shall provide prior written notice thereof to the other party.
• i. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.
• j. If any term, provision, covenant or restriction of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, in whole or in part, the remainder of the terms, provisions, covenants and restrictions shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties hereto shall negotiate in good faith to modify this Agreement to preserve each party's anticipated benefits hereunder.
• k. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior negotiations, investigations and agreements relating to the subject matter hereof. There are no warranties, representations, understandings or agreements between the parties in connection with the subject matter hereof except as specifically set forth or referred to in this Agreement.
• l. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.

[signature page follows]

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IN WITNESS WHEREOF the parties hereto have executed this Agreement effective as of the Effective Date.
		[Name of Debentureholder]
	Per:
		Name: Title:
	TINY LTD.
	Per:
		Name: Title:	Mike McKenna Chief Financial Officer