Tiny Ltd. - M&A Activity 2023 | FinancialReports.eu

Execution Version

WECOMMERCE HOLDINGS LTD.

and

TINY CAPITAL LTD.

and

1396773 B.C. LTD.

AMALGAMATION AGREEMENT

January 22, 2023

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Page

ARTICLE	1	INTERPRETATION ................................................................................................. 2
1.1		Defined Terms ....................................................................................................... 2
1.2		Certain Rules of Interpretation............................................................................. 17
1.3		Schedules ............................................................................................................. 19
ARTICLE	2	APPROVAL AND IMPLEMENTATION OF THE TRANSACTION ................. 19
2.1		Terms of Transaction ........................................................................................... 19
2.2		Tiny Approval of Amalgamation ......................................................................... 19
2.3		WeCommerce Approval of Transaction .............................................................. 19
2.4		WeCommerce Circular ........................................................................................ 21
2.5		Terms of Amalgamation ...................................................................................... 23
ARTICLE	3	REPRESENTATIONS AND WARRANTIES ....................................................... 26
3.1		Representations and Warranties of Tiny .............................................................. 26
3.2		Representations and Warranties of WeCommerce .............................................. 27
ARTICLE	4	COVENANTS ........................................................................................................ 27
4.1		Conduct of Business of Tiny................................................................................ 27
4.2		Conduct of Business of WeCommerce ................................................................ 32
4.3		Covenants Regarding the Transaction ................................................................. 36
4.4		Competition Act Approval; Antitrust Laws ......................................................... 39
4.5		Access to Tiny Information; Confidentiality ....................................................... 39
4.6		Access to WeCommerce Information; Confidentiality........................................ 40
4.7		Public and Employee Communications ............................................................... 41
4.8		Notice and Cure Provisions ................................................................................. 42
ARTICLE	5	ADDITIONAL COVENANTS REGARDING NON-SOLICITATION ............... 43
5.1		Non-Solicitation by WeCommerce ...................................................................... 43
5.2		Notification of Acquisition Proposals Received by WeCommerce ..................... 44
5.3		Responding to an Acquisition Proposal Received by WeCommerce .................. 44
5.4		Required Disclosure by WeCommerce ................................................................ 45
5.5		Tiny Right to Match ............................................................................................. 46
5.6		Breach by Subsidiaries and Representatives ........................................................ 48
ARTICLE	6	CONDITIONS ........................................................................................................ 48
6.1		Mutual Conditions Precedent ............................................................................... 48
6.2		Additional Conditions Precedent to the Obligations of WeCommerce ............... 49
6.3		Additional Conditions Precedent to the Obligations of Tiny............................... 50
6.4		Satisfaction of Conditions .................................................................................... 51
6.5		Frustration of Conditions ..................................................................................... 51

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	TABLE OF CONTENTS
	Page
ARTICLE 7 TERM AND TERMINATION ............................................................................... 51
7.1	Term ..................................................................................................................... 51
7.2	Termination .......................................................................................................... 51
7.3	Effect of Termination/Survival ............................................................................ 53
ARTICLE 8 GENERAL PROVISIONS ..................................................................................... 53
8.1	Amendments ........................................................................................................ 53
8.2	Expenses .............................................................................................................. 54
8.3	Disclosed Personal Data ...................................................................................... 54
8.4	Notices ................................................................................................................. 55
8.5	Time of the Essence ............................................................................................. 56
8.6	Injunctive Relief................................................................................................... 56
8.7	Third Party Beneficiaries ..................................................................................... 56
8.8	Waiver .................................................................................................................. 56
8.9	Entire Agreement ................................................................................................. 57
8.10	Successors and Assigns........................................................................................ 57
8.11	Severability .......................................................................................................... 57
8.12	Governing Law .................................................................................................... 57
8.13	Rules of Construction .......................................................................................... 58
8.14	No Liability .......................................................................................................... 58
8.15	Language .............................................................................................................. 58
8.16	Counterparts ......................................................................................................... 58
SCHEDULE “A” NAMES AND ADDRESSES OF TINY SHAREHOLDERS ........................ 1
SCHEDULE “B” REPRESENTATIONS AND WARRANTIES OF TINY ............................... 1
SCHEDULE “C” REPRESENTATIONS AND WARRANTIES OF WECOMMERCE ............ 1
SCHEDULE “D” FORM OF VOTING SUPPORT AGREEMENT ............................................ 1
SCHEDULE “E” AMALGAMATION RESOLUTION ............................................................... 2
SCHEDULE “F” TRANSACTION RESOLUTION..................................................................... 3
SCHEDULE “G” AMALGAMATION APPLICATION AND ARTICLES OF
	AMALCO .............................................................................................................. 4

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AMALGAMATION AGREEMENT

THIS AGREEMENT is made as of the 22[nd] of January, 2023,

BETWEEN :

WECOMMERCE HOLDINGS LTD. , a company existing under the laws of the Province of British Columbia

(“ WeCommerce ”)

and -

TINY CAPITAL LTD. , a company existing under the laws of the Province of British Columbia

(“ Tiny ”)

and -

1396773 B.C. LTD. , a company existing under the laws of the Province of British Columbia

(“ Subco ”)

WHEREAS WeCommerce proposes to acquire all of the issued and outstanding shares of Tiny by way of a three-cornered amalgamation under which a wholly owned subsidiary of WeCommerce incorporated under the BCBCA amalgamates with Tiny to form a new company (“ Amalco ”), WeCommerce is issued all of the Amalco Shares and Tiny Shareholders receive WeCommerce Shares on the basis of the Exchange Ratio (the “ Transaction ”);

AND WHEREAS the WeCommerce Board has determined, after receiving financial and legal advice and following the receipt and review of a unanimous recommendation of the WeCommerce Special Committee, that the Transaction is in the best interests of WeCommerce;

AND WHEREAS the WeCommerce Board has approved this Agreement and agreed to recommend that the WeCommerce Shareholders vote in favour of the Transaction Resolution to be considered by the WeCommerce Shareholders at the WeCommerce Meeting, on the terms and subject to the conditions contained in this Agreement;

AND WHEREAS Tiny has entered into the Voting Support Agreements with the WeCommerce Supporting Shareholders pursuant to which, among other things, such WeCommerce Supporting Shareholders have agreed, subject to the terms and conditions thereof, to vote the WeCommerce Shares held by them in favour of the Transaction Resolution;

NOW THEREFORE , in consideration of the covenants and agreements herein contained, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows, with the intent to be legally bound:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

As used in this Agreement (including the recitals hereto), the following terms have the following meanings:

“ Acquisition Proposal ” means, other than the transactions contemplated by this Agreement and other than any transaction involving only WeCommerce and/or one or more of its wholly-owned Subsidiaries, any offer, expression of interest, proposal or inquiry (written or oral) from any Person or group of Persons other than Tiny (and/or any affiliate of Tiny), after the date of this Agreement relating to:

(a) any sale, disposition, alliance or joint venture (or any lease, long-term supply agreement or other arrangement having the same economic effect as the foregoing), direct or indirect, in a single transaction or a series of related transactions, of assets representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of WeCommerce and its Subsidiaries or of 20% or more of the voting or equity securities of WeCommerce or any of its Subsidiaries (or rights or interests in such voting or equity securities);
(b) any direct or indirect take-over bid, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting, equity or other securities of WeCommerce or any of its Subsidiaries (including securities convertible or exercisable or exchangeable for voting, equity or other securities of WeCommerce or any of its Subsidiaries);
(c) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving WeCommerce or any one or more of its Subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of WeCommerce and its Subsidiaries or that contribute 20% or more of the consolidated revenue of WeCommerce and its Subsidiaries; or
(d) any other similar transaction or series of transactions involving WeCommerce or any of its Subsidiaries.

“ Advisor Registration ” has the meaning ascribed thereto in Section 3.1(1)(gg)(ii) of Schedule “B”.

“affiliate” has the meaning specified in National Instrument 45-106 - Prospectus Exemptions of the Canadian Securities Administrators.

“Agreement” means this amalgamation agreement, together with the Schedules attached hereto, the Tiny Disclosure Letter and the WeCommerce Disclosure Letter, as same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

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“ Amalco ” has the meaning ascribed to that term in the recitals.

“ Amalco Shares ” means the common shares of Amalco to be issued pursuant to the Amalgamation.

“Amalgamation” means the amalgamation of Tiny and Subco pursuant to the provisions of the BCBCA on the terms and conditions set forth in this Agreement, subject to any amendment thereto in accordance herewith .

“Amalgamation Resolution” means the special resolution of the Tiny Shareholders approving the Amalgamation, a copy of which is attached at Schedule E hereto.

“ Antitrust Laws ” means the Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition through merger or acquisition.

“ Authorization ” means with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person.

“ BCBCA ” means the Business Corporations Act (British Columbia).

“ Breaching Party ” has the meaning ascribed thereto in Section 4.8(3).

“ Business Day ” means any day of the year, other than a Saturday, Sunday or any day on which major banks are generally closed for business in Vancouver, British Columbia.

“ Business Systems ” has the meaning ascribed thereto in Section 3.1(1)(ee)(viii) of Schedule “B”.

“ Change in Recommendation ” has the meaning ascribed thereto in Section 7.2(1)(d)(ii)

“ Certificate of Amalgamation ” means the certificate of amalgamation to be issued by the Registrar in respect of the Amalgamation in accordance with Subsection 281 of the BCBCA .

“ Closing ” means the completion of the Transaction in accordance with the terms and conditions of this Agreement.

“ Collective Agreement ” means a collective bargaining agreement or union agreement.

“ Commissioner ” means the Commissioner of Competition appointed under subsection 7(1) of the Competition Act and includes any Person designated by the Commissioner to act on their behalf.

“ Competition Act ” means the Competition Act (Canada).

“ Competition Act Approval ” means, either (a) the Commissioner shall have issued an advance ruling certificate under subsection 102(1) of the Competition Act in respect of the Transaction; or (b) both of (i) the waiting period under section 123 of the Competition Act shall have expired or been terminated or the obligation to provide a pre-merger notification in accordance with Part IX of the Competition Act shall have been waived in accordance with paragraph 113(c) of the Competition Act, and (ii) the Commissioner shall have issued a No Action Letter.

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“ Confidentiality Agreement ” means the confidentiality agreement dated November 8, 2022 between WeCommerce and Tiny.

“ Consideration Shares ” means the 146,429,569 WeCommerce Shares to be issued to the Tiny Shareholders pursuant to this Agreement.

“ Constating Documents ” means, with respect to any Person, such Person’s notice of articles or articles of incorporation, amalgamation, or continuation, as applicable, and articles or by-laws, as applicable, and all amendments to such notice of articles, articles or by-laws.

“ Contracts ” means any agreement, commitment, engagement, contract, franchise, licence, obligation or undertaking (written or oral) to which a Party or any of its respective Material Subsidiaries is a party or by which it or any of its respective Material Subsidiaries is bound or affected or to which any of their respective properties or assets is subject.

“ Defined Benefit Pension Plan ” means any Employee Plan that is a "registered pension plan" as defined in subsection 248(1) of the Tax Act which contains a "defined benefit provision" as defined in subsection 147.1(1) of the Tax Act.

“ Disclosed Personal Data ” has the meaning ascribed thereto in Section 8.2.

“ Employee Plan ” means all health, welfare, supplemental unemployment benefit, change of control, bonus, profit sharing, option, insurance, compensation, incentive, incentive compensation, deferred compensation, share purchase, share compensation, disability, pension, vacation, severance or termination pay, retirement or retirement savings plans, or other employee benefit plans, policies, trusts, funds, agreements, or arrangements for the benefit of employees, former employees, directors or former directors of Tiny, WeCommerce or any of their Material Subsidiaries, which are maintained by or binding upon Tiny, WeCommerce or any of their Material Subsidiaries or in respect of which Tiny, WeCommerce or any of their Material Subsidiaries has an actual or contingent liability. Employee Plan will not include obligations for severance and termination pursuant to applicable employment standards legislation and any Statutory Plans.

“ Environmental Laws ” means all Laws and agreements with Governmental Entities and all other statutory requirements relating to public health or the protection of the environment and all Authorizations issued pursuant to such Laws, agreements or other statutory requirements.

“ ” Effective Date means the date shown on the Certificate of Amalgamation .

“ Effective Time ” means 12:01 am on the Effective Date, or such other time that WeCommerce and Tiny may mutually determine.

“ Exchange Ratio ” means the Consideration Shares divided by the number of issued and outstanding Tiny Shares immediately prior to the Effective Time.

“ Fairness Opinion ” means the opinion of the Financial Advisor to the effect that, as of the date of such opinion and based upon and subject to the assumptions, procedures, factors, limitations

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and qualifications set forth therein, the Consideration Shares to be issued in exchange for all of the issued and outstanding Tiny Shares is fair, from a financial point of view, to WeCommerce.

“ Financial Advisor ” means Perella Weinberg Partners.

“ Governmental Entity ” means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision, agent or authority of any of the foregoing, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (iv) any stock exchange, including the TSXV.

“ HappyFunCorp Transaction Agreement ” means the Securities Purchase Agreement dated November 16, 2022 between Beam Digital Ltd., Beam HFC Holdings, Inc., HappyFunCorp, LLC, and the former securityholders of HappyFunCorp, LLC.

“ Hazardous Substances ” means pollutants, contaminants, wastes of any nature, hazardous substances, hazardous materials, toxic substances, prohibited substances, designated substances, dangerous substances or dangerous goods as defined, judicially interpreted or identified in any Environmental Laws including asbestos, asbestos-containing materials, polychlorinated biphenyls (PCBs) and mould.

“ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standards Board.

“ Intellectual Property ” means domestic and foreign: (i) patents, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) copyrights, copyright registrations and applications for copyright registration; (iv) mask works, mask work registrations and applications for mask work registrations; (v) designs, design registrations, design registration applications and integrated circuit topographies; (vi) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade mark applications, trade dress and logos, and the goodwill associated with any of the foregoing; (vii) Software; and (viii) any other intellectual property and industrial property.

“ Key Regulatory Approvals ” means (i) if required pursuant to Part IX of the Competition Act in respect of the Transaction, the Competition Act Approval; and (ii) the conditional approval of the TSXV to list the Consideration Shares to be issued pursuant to the Transaction from time to time, subject only to customary conditions to be satisfied in connection with the completion of the Transaction and/or following the completion of the Transaction.

“ Laws ” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction,

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judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended.

“ Lien ” means any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory or otherwise), defect of title, or restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute.

“ Matching Period ” has the meaning ascribed thereto in Section 5.5(1)(e).

“ Material Adverse Effect ” means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, state of facts or circumstances, is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets, properties, capitalization, condition (financial or otherwise) or liabilities (contingent or otherwise) of a Party and its Subsidiaries, as applicable, taken as a whole, except any such change, event, occurrence, effect, state of facts or circumstance arising out of, relating to or resulting directly or indirectly from:

(e) general conditions or developments in the ecommerce technology industry as a whole in Canada and the United States;
(f) any change, development or condition relating to global, national or regional political conditions (including the outbreak or escalation of war or acts of terrorism) or global financial, banking, currency exchange, interest rate, rates of inflation or capital markets;
(g) any adoption, proposal, implementation or change in Law or any interpretation of Law by any Governmental Entity;
(h)
any change in IFRS applicable to the Party;
(i) any natural disaster (including those arising from or out of climatic or other natural events or conditions such as drought and other weather conditions);
(j) any epidemic, pandemic, disease outbreak (including COVID-19), other health crisis or public health event, including any worsening or re-occurrence thereof;
(k) the failure by the Party to meet any internal, third party or public projections, forecasts, guidance or estimates of revenues or earnings or other financial or operating metrics (it being understood that the causes or facts underlying or contributing to any such failure may be taken into account in determining whether a Material Adverse Effect has occurred, to the extent not otherwise excepted by another clause of this definition);
(l) the announcement or disclosure of this Agreement or the transactions contemplated hereby;

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(m) any action taken (or omitted to be taken) by the Party or its Subsidiaries, as applicable, that is requested or consented to by the other Party expressly in writing or expressly required by this Agreement;
(n) any matter the full nature and extent of which has been expressly disclosed by Tiny in Schedule 1.1 of the Tiny Disclosure Letter or WeCommerce in Schedule 1.1 of the WeCommerce Disclosure Letter, as applicable; or
(o) with respect to WeCommerce, any change in the market price or trading volume of any securities of WeCommerce (it being understood that the causes or facts underlying or contributing to such change in market price or trading volume may be taken into account in determining whether a Material Adverse Effect has occurred, to the extent not otherwise excepted by another clause of this definition);

provided, however, that with respect to clauses (a) through to and including (f), such matter does not have a materially disproportionate effect on the Party and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industry in which the Party and/or its Subsidiaries, operate, in which case the relevant exclusion from the definitions of "Material Adverse Effect" referred to in clauses (a) through and including (f) above will not be applicable.

“ Material Fund Changes ” has the meaning ascribed thereto in Section 3.1(1)(gg)(v) of Schedule “B”.

“ Material Subsidiaries ” means, (a) in respect of Tiny: (i) Beam Digital Ltd.; (ii) Metalab Design Ltd.; (iii) Dribbble Holdings Ltd.; (iv) Meteor Software Holdings Ltd.; (vi) Tiny Boards Holdings Ltd.; (vii) Tiny Management Ltd; and (viii) Tiny Holdings Ltd.; or (b) in respect of WeCommerce: (i) WeCommerce Operations Ltd.; (ii) Stamped Technologies Pte. Ltd.; (iii) Stamped Operations Ltd.; (iv) WeCommerce General Partner Ltd.; and (vi) Archetype Themes Limited Partnership.

“ Material Subsidiary Threshold ” means, in respect of a Subsidiary of a Party, the thresholds set forth in paragraphs (i), (ii) and (iii) under the instructions below Section 3.2 of Form 51 – 102F2 – Annual Information Form .

“ MD&A ” means management’s discussion and analysis.

“ MI 61-101 ” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

“ Misrepresentation ” means an untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made.

“ No Action Letter ” means written confirmation from the Commissioner confirming that the Commissioner does not, at that time, intend to make an application under section 92 of the Competition Act in respect of the Transaction.

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“ Non-Material Subsidiaries ” means, in respect of a Party, all Subsidiaries of that Party other than that Party’s Material Subsidiaries.

“ Open Source Software ” means each of (i) any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software, or pursuant to similar licensing and distribution models; and (ii) any software that requires as a condition of use, modification, hosting and/or distribution of such software or of other software used or developed with, incorporated into, derived from, or distributed with such software, that such software or other software (A) be disclosed or distributed in source code form; (B) be licensed for the purpose of making derivative works; (C) be redistributed, hosted or otherwise made available at no or minimal charge; or (D) be licensed, sold or otherwise made available on terms that (x) limit in any manner the ability to charge license fees or otherwise seek compensation in connection with marketing, licensing or distribution of such software or other software or (y) grant the right to decompile, disassemble, reverse engineer or otherwise derive the source code or underlying structure of such software or other software.

“ Ordinary Course ” means, with respect to an action taken by a Party or any Subsidiary, that such action is consistent with the past practices of such Party or such Subsidiary and is taken in the ordinary course of the normal day-to-day operations of the business of such Party or such Subsidiary.

“ Outside Date ” means July 31, 2023 or such later date as may be agreed to in writing by Tiny and WeCommerce.

“ Parties ” means Tiny and WeCommerce and “ Party ” means any one of them, as the context requires.

“ Permitted Liens ” means, in respect of a Party or any of its Subsidiaries, any one or more of the following:

(a) Liens for Taxes which are not yet due or delinquent or that are being properly contested in good faith by appropriate proceedings and in respect of which adequate reserves have been provided in such Party’s most recent publicly filed financial statements;
(b) inchoate or statutory Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of assets, provided that such Liens are related to obligations not due or delinquent, are not registered against title to any assets and in respect of which adequate holdbacks are being maintained as required by applicable Law;
(c) easements, covenants and rights of way and other similar restrictions of record, and zoning, building and other similar restrictions that in each case do not detract from the value or interfere with the use of the real or immovable property subject thereto;

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(d) such other imperfections or irregularities of title or Lien that, in each case, do not adversely affect the use of the properties or assets subject thereto or otherwise impair business operations of such properties;
(e) agreements with any Governmental Entity and any public utilities or private suppliers of services that in each case do not detract from the value or interfere with the use of the real or immovable property subject thereto; and
(f) the Liens listed and described in Schedule 1.1 of the Tiny Disclosure Letter or the Liens listed and described in Schedule 1.1 of the WeCommerce Disclosure Letter, as applicable.

“ Personal Data ” means any information in the possession or under the control of the Parties (or their respective Material Subsidiaries, as applicable, that, alone or in combination with other information, allows the identification of a natural person, including, but not limited to, name, street address, telephone number, e-mail address, photograph, social security number, driver’s license number, passport number or customer or account number, IP address, biometric information, and any persistent identifier or any other information that is otherwise considered personal information, personal data, protected health information, or other personally identifiable information under applicable Law.

“ Persons ” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

“ PII ” has the meaning ascribed thereto in Section 3.1(1)(r) of Schedule “B”.

“ Post-Closing Reorganization ” means the vertical short form amalgamations of (a) Tiny Holdings Ltd. and Amalco, and (b) WeCommerce and Amalco, which shall occur on or after the Effective Date.

“ Privacy and Information Security Requirements ” means (i) all Laws that govern Processing of Personal Data, data privacy or information security, including the Telephone Consumer Protection Act of 1991, as amended (United States), and the CAN-SPAM Act, as amended (United States), the General Data Protection Regulation (EU) 2016/679, the Personal Information Protection and Electronic Documents Act (Canada), and all substantially similar provincial legislation, as well as any appliable legislation governing Personal Data that is Processed by federal or provincial public bodies or institutions, each as amended from time to time; (ii) all Laws applicable to the information security of Business Systems of a Party; (iii) all Contracts that relate to the Processing of Personal Data and/or protecting the security or privacy of personally identifiable information or personal data as such terms, or similar terms, are defined under applicable Laws; (iv) all Privacy Notices; (v) all consents and other obligations and commitments applicable to the Processing of Personal Data by Tiny and WeCommerce in connection with their respective businesses; and (vi) all requirements of an Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radiotelevision and Telecommunications Commission Act, the Competition Act, the Personal Information Protection

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and Electronic Documents Act and the Telecommunications Act (Canada) and other Laws that regulate the same or similar subject matter.

" Privacy Notices " means any notices, policies, disclosures, or public representations by any of the Parties associated with or otherwise in respect of Personal Data, including the Processing thereof by any of the Parties.

" Process " or " Processing " means the collection, use, modification, retrieval, storage, processing, distribution, transfer, import, export, protection (including security measures), disposal or disclosure or other activity regarding data, including Personal Data (whether electronically or in any other form or medium).

“ Registrar ” has the meaning ascribed to it in the BCBCA.

“ Regulatory Approvals ” means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in each case in connection with the Transaction, and includes the filings required under the BCBCA in respect of the Amalgamation, the issuance of the Certificate of Amalgamation, any filings, notices, clearances, approvals, consents or waivers required under Antitrust Laws and the Key Regulatory Approvals.

“ Required Shareholder Approval ” means the approval of Transaction by the WeCommerce Shareholders in accordance with (i) the approval requirements of Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions applicable to related party transactions, and (ii) the requirements of the TSXV.

“ Sanctions ” has the meaning ascribed thereto in Section 3.1(1)(bb)(ii) of Schedule “B.

“ Securities Authorities ” means the British Columbia Securities Commission and any other applicable securities commissions or securities regulatory authority of a province or territory of Canada or any other jurisdiction with authority in respect of the WeCommerce and Tiny and/or the Subsidiaries, as applicable.

“ Securities Laws ” means the Securities Act (British Columbia) together with all other applicable securities Laws, rules and regulations thereunder or under the securities laws of any other province or territory of Canada and the rules of the TSXV, as now in effect and as they may be promulgated or amended from time to time.

“ Software ” means computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs.

“ Statutory Plan ” means statutory benefit plans which Tiny, WeCommerce or any of their Material Subsidiaries is required to participate in or comply with or in respect of which any of them has an actual or potential liability, including the Canada Pension Plan and plans administered pursuant to applicable health, tax, workplace safety insurance and employment insurance legislation.

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“ Subsidiary ” has the meaning specified in National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators.

“ Superior Proposal ” means any bona fide written Acquisition Proposal from Person(s) who are an arm’s length third party or parties, made after the date of this Agreement, to acquire WeCommerce Shares or the assets of WeCommerce on a consolidated basis that:

(a) did not result from a breach of Article 5 of this Agreement;
(b) if applicable, is reasonably capable of being completed without undue delay, taking into account, all financial, legal, regulatory and other aspects of such proposal and the Person(s) making such proposal;
(c) is not subject to any financing contingency and in respect of which the WeCommerce Special Committee determines, in its good faith judgment (after receipt of advice from its financial advisors and its outside legal counsel) that the required funds will be available to effect payment in full for all of the WeCommerce Shares or assets, as the case may be;
(d) is not subject to any due diligence condition; and
(e) the WeCommerce Board determines, in its good faith judgment, after receiving the advice of its outside legal and financial advisors, after taking into account all the terms and conditions of the Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Acquisition Proposal and the party making such Acquisition Proposal, would, if consummated in accordance with its terms, but without assuming away the risk of non-completion, result in a transaction which is more favourable, from a financial point of view, to the WeCommerce Shareholders, than the Transaction (including any amendments to the terms and conditions of the Transaction proposed by Tiny pursuant to Section 5.5(2)).

" Superior Proposal Notice " has the meaning specified in Section 5.5(1)(c).

“ Tax Act ” means the Income Tax Act (Canada) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time.

“ Taxes ” means any taxes, duties, fees, premiums, assessments, imposts, levies, expansion fees and other charges of any kind whatsoever imposed by any Governmental Entity, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, windfall, royalty, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes and all employment insurance, health insurance and Canada, British Columbia and other pension plan premiums or contributions imposed by any Governmental Entity.

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“ Tax Returns ” means all returns, reports, declarations, elections, designations, notices, filings, forms, statements and other documents (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required by a Governmental Entity to be made, prepared or filed by Law in respect of Taxes.

“ Terminating Party ” has the meaning ascribed thereto in Section 4.8(3).

“ Termination Notice ” has the meaning ascribed thereto in Section 4.8(3).

“ Tiny ” means Tiny Capital Ltd., a company existing under the Laws of the Province of British Columbia.

“ Tiny Balance Sheet ” has the meaning ascribed thereto in Section 3.1(1)(l) of Schedule “B”.

“ Tiny Board ” means the board of directors of Tiny as constituted from time to time.

“ Tiny Data Room ” means the material contained in the virtual data room established by Tiny as at 5:00 p.m. on January 20, 2023, the index of documents of which is appended to the Tiny Disclosure Letter.

“ Tiny Disclosure Letter ” means the disclosure letter dated the date of this Agreement and delivered by Tiny to WeCommerce with this Agreement.

“ Tiny Financial Statements ” has the meaning ascribed thereto in Section 3.1(1)(g) of Schedule “B”.

“ Tiny Financing ” means (i) the issuance of Tiny Shares to certain investors in Canada and the United States (in an aggregate amount not to exceed $7.7 million) pursuant to the exemptions of applicable prospectus requirements of Securities Laws and at a issue price of not less than $398.00 per Tiny Share; and (ii) the secondary transaction pursuant to which certain existing Tiny Shareholders may sell their Tiny Shares to certain investors in Canada and the United States (in an aggregate amount not to exceed $23 million) pursuant to the exemptions of applicable prospectus requirements of Securities Laws and at a sale price of not less than $398.00 per Tiny Share, and on terms otherwise acceptable to WeCommerce, acting reasonably.

“ Tiny Fund ” means Tiny Fund I, LP, a fund organized in the State of Delaware.

“ Tiny Intellectual Property Rights ” has the meaning ascribed thereto in Section 3.1(1)(ee)(i) of Schedule “B”.

“ Tiny Lease Documents ” has the meaning ascribed thereto in Section 3.1(1)(t)(i) of Schedule “B”.

“ Tiny Leased Real Properties ” has the meaning ascribed thereto in Section 3.1(1)(t)(i) of Schedule “B”.

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“ Tiny Material Contract ” means any Contract to which Tiny or any of its Material Subsidiaries is a party or bound or to which any of their respective assets are subject:

(a) that if terminated or modified or if it ceased to be in effect, would reasonably be expected to be material to Tiny and its Subsidiaries, taken as a whole;
(b) relating directly or indirectly to the guarantee of any material liabilities or material obligations or to material indebtedness for borrowed money, other than any guarantee provided by Tiny to any wholly-owned Subsidiary;
(c) restricting the incurrence of indebtedness by Tiny or any of its Material Subsidiaries (including by requiring the granting of an equal and rateable Lien) or the incurrence of any Liens on any properties or assets of Tiny or any of its Material Subsidiaries, or restricting the payment of dividends by Tiny in each case, in any material respect;
(d) under which a Person made payments to Tiny and its Material Subsidiaries in excess of $1,500,000 during the calendar year ended December 31, 2021;
(e) under which Tiny and/or its Material Subsidiaries made payments to any Person in excess of $1,500,000 during the calendar year ended December 31, 2021;
(f) under which Tiny or any of its Material Subsidiaries is obligated to make or expects to receive payments in excess of $1,500,000 over the remaining term;
(g) providing for the establishment, investment in, organization or formation of any joint venture, limited liability company, partnership or similar entity that is material to Tiny and its Subsidiaries, taken as a whole;
(h) that creates an exclusive dealing arrangement or grants "most favoured nation" status in a manner that would restrict or affect the future business activity of Tiny or its Material Subsidiaries in a manner that is material to Tiny and its Subsidiaries, taken as a whole;
(i) that grants any rights of first refusal, rights of first negotiation or other similar rights to any person with respect to the sale of any ownership interest of Tiny or a Material Subsidiary or any material business or assets of Tiny and its Subsidiaries, taken as a whole;
(j) with any Governmental Entity;
(k) that contains any material exclusivity or non-solicitation obligations of Tiny or any of its Material Subsidiaries;
(l) providing for severance or change in control payments;
(m) other than in the Ordinary Course, providing for the purchase, sale or exchange of, or option to purchase (excluding any option of Tiny or any of its Material Subsidiaries to purchase), sell or exchange, any (A) Intellectual Property, or (B)

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any other property or asset where the purchase or sale price or agreed value or fair market value of such property or asset , and pursuant to which obligations remain outstanding;

(n) that limits or restricts in any material respect (A) the ability of Tiny or any of its Material Subsidiaries to engage in any line of business or carry on business in any geographic area, or (B) the scope of Persons to whom Tiny or any of its Material Subsidiaries may sell products or deliver services; or
(o) that is a Tiny Lease Document.

“ Tiny Omnibus Incentive Plan ” means the omnibus incentive security plan of Tiny to be adopted prior to the Effective Date, in a form reasonably acceptable to WeCommerce.

“ Tiny Owned Real Properties ” means real property owned by Tiny or any of its Material Subsidiaries and real property, other than Tiny Leased Real Properties, in which Tiny or any of its Material Subsidiaries has an interest, including any improvements and appurtenances.

“ Tiny Representatives ” has the meaning ascribed thereto in Section 2.3(10).

“ Tiny RSUs ” means the up to $1 million restricted share units of Tiny to be issued under the Tiny Omnibus Incentive Plan and granted under the terms of an award agreement which provides that, notwithstanding section 6.4 of the WeCommerce Omnibus Incentive Plan, the Tiny RSUs must be settled with WeCommerce Shares. Each Tiny RSU will be valued based on an issue price of not less than the value per share attributed to Tiny pursuant to the Transaction.

“ Tiny Shareholders ” means the holders of Tiny Shares from time to time.

“ Tiny Shares ” means the common shares in the authorized capital of Tiny.

“ Transaction ” has the meaning ascribed thereto in the recitals.

“ Transaction Resolution ” means the resolution of the WeCommerce Shareholders approving the Transaction, substantially in the form attached at Schedule “F” hereto.

“ TSXV ” means the TSX Venture Exchange.

“ 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 Colombia.

“ U.S. Securities Act ” means the United States Securities Act of 1933, as the same has been, and hereafter from time to time may be, amended, and the rules and regulations promulgated thereunder.

“ Voting Support Agreement ” means, collectively, the voting support agreements dated on or before the date hereof between Tiny and each of the WeCommerce Supporting Shareholders, substantially in the form of Schedule "D".

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“ WeCommerce ” means WeCommerce Holdings Ltd., a company existing under the Laws of the Province of British Columbia.

“ WeCommerce Balance Sheet ” has the meaning ascribed thereto in Section 3.2(1)(p) of Schedule “C”.

“ WeCommerce Board ” means the board of directors of WeCommerce as constituted from time to time.

“ WeCommerce Board Recommendation ” has the meaning ascribed thereto in Section 2.4(2).

“ WeCommerce Change of Name ” means the change of WeCommerce’s name to Tiny Ltd. or such other name as Tiny may determine in its sole discretion, in compliance with applicable Law and as may be acceptable to the TSXV and WeCommerce’s regulatory authority of the application jurisdiction.

“WeCommerce Continuation ” means the continuation of WeCommerce from its jurisdiction as a company governed by the BCBCA to governance as a federal company under the Canada Business Corporations Act .

“ WeCommerce Circular ” means the notice of the WeCommerce Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the WeCommerce Shareholders in connection with the WeCommerce Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“ WeCommerce Data Room ” means the material contained in the virtual data room established by WeCommerce as at 5:00 p.m. on January 20, 2023, the index of documents of which is appended to the WeCommerce Disclosure Letter.

“ WeCommerce Disclosure Letter ” means the disclosure letter dated the date of this Agreement and delivered by WeCommerce to Tiny with this Agreement.

“ WeCommerce Filings ” means all documents of WeCommerce publicly filed under the profile of WeCommerce on SEDAR since December 31, 2021.

“ WeCommerce Financial Statements ” has the meaning ascribed thereto in Section 3.2(1)(k) of Schedule “C”.

“ WeCommerce Intellectual Property Rights ” has the meaning ascribed thereto in Section 3.2(1)(ff)(i) of Schedule “C”.

“ WeCommerce Material Contract ” means any Contract to which WeCommerce or any of its Material Subsidiaries is a party or bound or to which any of their respective assets are subject:

(a) that if terminated or modified or if it ceased to be in effect, would reasonably be expected to be material to WeCommerce and its Subsidiaries, taken as a whole;

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(b) relating directly or indirectly to the guarantee of any material liabilities or material obligations or to material indebtedness for borrowed money, other than any guarantee provided by WeCommerce to any wholly-owned Subsidiary;
(c) restricting the incurrence of indebtedness by WeCommerce or any of its Material Subsidiaries (including by requiring the granting of an equal and rateable Lien) or the incurrence of any Liens on any properties or assets of WeCommerce or any of its Material Subsidiaries, or restricting the payment of dividends by WeCommerce in each case, in any material respect;
(d) under which a Person made payments to WeCommerce and its Material Subsidiaries in excess of $1,500,000 during the calendar year ended December 31, 2022;
(e) other than as disclosed in the WeCommerce Filings, under which WeCommerce and/or its Material Subsidiaries made payments to any Person in excess of $1,500,000 during the calendar year ended December 31, 2022;
(f) other than as disclosed in the WeCommerce Filings, under which WeCommerce or any of its Material Subsidiaries is obligated to make or expects to receive payments in excess of $1,500,000 over the remaining term;
(g) providing for the establishment, investment in, organization or formation of any joint venture, limited liability company, partnership or similar entity that is material to WeCommerce and its Subsidiaries, taken as a whole;
(h) that creates an exclusive dealing arrangement or grants "most favoured nation" status in a manner that would restrict or affect the future business activity of WeCommerce or its Material Subsidiaries in a manner that is material to WeCommerce and its Subsidiaries, taken as a whole;
(i) that grants any rights of first refusal, rights of first negotiation or other similar rights to any person with respect to the sale of any ownership interest of WeCommerce or a Material Subsidiary or any material business or assets of WeCommerce and its Subsidiaries, taken as a whole;
(j) with any Governmental Entity;
(k) that contains any material exclusivity or non-solicitation obligations of WeCommerce or any of its Material Subsidiaries, other than such provisions that are entered into in the Ordinary Course;
(l) providing for severance or change in control payments that have not been satisfied as of the date of this Agreement;
(m) other than in the Ordinary Course, providing for the purchase, sale or exchange of, or option to purchase (excluding any option of WeCommerce or any of its Material Subsidiaries to purchase), sell or exchange, any (A) Intellectual Property, or (B)

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any other property or asset where the purchase or sale price or agreed value or fair market value of such property or asset , and pursuant to which obligations remain outstanding; and

(n) that limits or restricts in any material respect (A) the ability of WeCommerce or any of its Material Subsidiaries to engage in any line of business or carry on business in any geographic area, or (B) the scope of Persons to whom WeCommerce or any of its Material Subsidiaries may sell products or deliver services.

“ WeCommerce Meeting ” means the special meeting of WeCommerce Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with applicable Laws to consider the Transaction Resolution, which WeCommerce Meeting may also include annual shareholder meeting matters.

“ WeCommerce Omnibus Incentive Plan ” means the omnibus incentive security plan of WeCommerce dated May 19, 2022.

“ WeCommerce Representatives ” has the meaning ascribed thereto in Section 5.1(1).

“ WeCommerce RSUs ” means restricted share units of WeCommerce issued under the WeCommerce Omnibus Incentive Plan.

“ WeCommerce Shareholders ” means the registered or beneficial holders of WeCommerce Shares, as the context requires.

“ WeCommerce Shares ” means the Class A common shares in the authorized capital of WeCommerce.

“ WeCommerce Special Committee ” means the special committee of the WeCommerce Board comprised of independent directors.

“ WeCommerce Supporting Shareholders ” means all of the disinterested directors and certain executive officers of WeCommerce, Table Holdings and Freemark Partners Holdings.

1.2 Certain Rules of Interpretation

In this Agreement, unless otherwise specified:

(1) Headings, etc . The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Agreement.
(2) Currency . All references to dollars or to “$” are references to Canadian dollars and unless otherwise indicated. All references to U.S. dollars or to “US$” are references to United States dollars.

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(3) Gender and Number . Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.
(4) Certain Phrases and References, etc . The words “including”, “includes” and “include” mean “including (or includes or include) without limitation,” and “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of.” Unless stated otherwise, “Article”, “Section”, and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Agreement. The term “Agreement” and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated and includes all schedules to it. The term “made available to WeCommerce” means copies of the subject materials were included in the Tiny Data Room and the term “made available to Tiny” means copies of the subject materials were included in the WeCommerce Data Room or disclosed in the WeCommerce Filings.
(5) Capitalized Terms . All capitalized terms used in any Schedule, the WeCommerce Disclosure Letter and the Tiny Disclosure Letter have the meanings ascribed to them in this Agreement.
(6) Knowledge . Where any representation or warranty is expressly qualified by reference to the knowledge of Tiny, it is deemed to refer to the actual knowledge of Andrew Wilkinson, Chris Sparling and Ampere Chan after due enquiry of senior management within Tiny and its Material Subsidiaries. Where any representation or warranty is expressly qualified by reference to the knowledge of WeCommerce, it is deemed to refer to the actual knowledge of Susan Min and David Charron after due enquiry within WeCommerce and its Material Subsidiaries.
(7) Accounting Terms . All accounting terms used in respect of Tiny and WeCommerce are to be interpreted in accordance with IFRS and all determinations of an accounting nature in respect of Tiny and WeCommerce required to be made shall be made in a manner consistent with IFRS.
(8) Statutes . Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.
(9) Computation of Time . A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day.
(10) Time References . References to time are to local time, Vancouver, British Columbia.
(11) Subsidiaries . To the extent any covenants or agreements relate, directly or indirectly, to a Subsidiary of Tiny or WeCommerce, each such provision shall be construed as a covenant

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by Tiny or WeCommerce, as applicable, to cause (to the fullest extent to which it is legally capable) such Subsidiary to perform the required action.

1.3 Schedules

(1) The schedules attached to this Agreement, the Tiny Disclosure Letter and the WeCommerce Disclosure Letter form an integral part of this Agreement for all purposes of it.
(2) The Tiny Disclosure Letter itself and all information contained in it is confidential information and may not be disclosed except in accordance with the terms of the Confidentiality Agreement.
(3) The WeCommerce Disclosure Letter itself and all information contained in it is confidential information and may not be disclosed except in accordance with the terms of the Confidentiality Agreement.

ARTICLE 2

APPROVAL AND IMPLEMENTATION OF THE TRANSACTION

2.1 Terms of Transaction

The Parties agree that the Transactions will be implemented in accordance with the terms and subject to the conditions contained in this Agreement.

2.2 Tiny Approval of Amalgamation

Tiny represents and warrants to WeCommerce that the Tiny Board has unanimously determined that the Transaction, including the entry into this Agreement and the completion of the Amalgamation are in the best interests of Tiny and that Tiny Shareholders have approved the Amalgamation Resolution by unanimous written consent, a true copy of such written consent having been provided to WeCommerce.

2.3 WeCommerce Approval of Transaction

WeCommerce represents and warrants to Tiny that the WeCommerce Board has unanimously determined that the Transaction, including the entry into this Agreement are in the best interests of WeCommerce. Subject to the terms of this Agreement, WeCommerce shall:

(1) convene and conduct the WeCommerce Meeting in accordance with WeCommerce’s Constating Documents and applicable Laws as soon as reasonably practicable and, in any event, on or before May 31, 2023 (or such later date as may be agreed to by WeCommerce and Tiny in writing or as required as a result of a delay by Tiny in providing the information required pursuant to Section 2.4(6)) for the purpose of considering the Transaction Resolution, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the WeCommerce Meeting without the prior written consent of Tiny, except:

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(a) where WeCommerce will not have a sufficient number of securities represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the WeCommerce Meeting, WeCommerce shall have the right to, on one or more occasions, without the prior written consent of Tiny, to postpone or adjourn the WeCommerce Meeting for the minimum duration necessary to satisfy the quorum requirement;
(b) as required by Law or by a Governmental Entity; or
(c) as required or permitted under, Section 4.8(3) or Section 5.5(5);
(2) solicit proxies in favour of the approval of the Transaction Resolution and against any resolution submitted by any WeCommerce Shareholder that is inconsistent with the Transaction Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by Tiny and at Tiny’s expense, using proxy solicitation services firms and cooperating with any Persons engaged by Tiny to solicit proxies in favour of the approval of the Transaction Resolution;
(3) provide Tiny with copies of or access to information regarding the WeCommerce Meeting generated by any transfer agent or proxy solicitation services firm which has been retained by WeCommerce, as reasonably requested in writing from time to time by Tiny;
(4) consult with Tiny in fixing the record date for the WeCommerce Meeting and the date of the WeCommerce Meeting and give notice to Tiny of the WeCommerce Meeting;
(5) promptly advise Tiny, at such times as Tiny may reasonably request in writing and at least on a daily basis on each of the last seven Business Days prior to the date of the WeCommerce Meeting, as to the aggregate tally of the proxies received by WeCommerce in respect of the Transaction Resolution;
(6) promptly advise Tiny of any written communication received by WeCommerce from any Person in opposition to the Transaction and provide Tiny with an opportunity to review and comment upon any written communications sent by or on behalf of WeCommerce to any such Person and to participate in any discussions, negotiations or proceedings involving any such Person;
(7) not make any payment or settlement offer, or agree to any payment or settlement with respect to any claims regarding the Transaction without the prior written consent of Tiny, acting reasonably;
(8) not, except with the consent of Tiny, change the record date for WeCommerce Shareholders entitled to vote at the WeCommerce Meeting in connection with any adjournment or postponement of the WeCommerce Meeting, unless required by Law;
(9) at the reasonable written request of Tiny from time to time, provide Tiny with a list (in both written and electronic form) of (i) the registered WeCommerce Shareholders, together with their addresses and respective holdings of WeCommerce Shares, and (ii) to the extent available to WeCommerce from participants and book-based nominee registrants such as

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CDS & Co., CEDE & Co. and DTC, non-objecting beneficial owners of WeCommerce Shares, together with their addresses and respective holdings of WeCommerce Shares; and

(10) permit Tiny and or any officer, director, employee, representative (including any financial or other adviser) or agent of Tiny or of any of its Subsidiaries (the “ Tiny Representatives ”) to attend the WeCommerce Meeting.

2.4 WeCommerce Circular

(1) WeCommerce shall (i) subject to Tiny’s compliance with Section 2.4(6), promptly prepare and complete, in consultation with Tiny, the WeCommerce Circular, together with any other documents required by Law in connection with the WeCommerce Meeting; (ii) cause the WeCommerce Circular and such other documents to be filed or furnished with the Securities Authorities as required by Law, and disseminated to each WeCommerce Shareholder and other Person as required by Law, in each case so as to permit the WeCommerce Meeting to be held by the date specified in Section 2.3(1); (iii) to the extent required by Law, as promptly as practicable prepare, file or furnish with the Securities Authorities and any applicable securities exchange, and disseminate to the WeCommerce Shareholders and other Persons as required by Law any supplement or amendment to the WeCommerce Circular (after Tiny has had a reasonable opportunity to review and comment thereon) if any event occurs which requires such action at any time prior to the WeCommerce Meeting; and (iv) otherwise use its commercially reasonable efforts to comply with all requirements of Law applicable to the WeCommerce Meeting.
(2) If WeCommerce provides a notice to Tiny regarding a possible Acquisition Proposal pursuant to Section 5.2(1) prior to the mailing of the WeCommerce Circular, then unless WeCommerce and Tiny agree otherwise, the date for mailing of the WeCommerce Circular will be extended until the date that is seven days following the earlier of either (i) written notification from WeCommerce to Tiny that the WeCommerce Board has determined that the Acquisition Proposal is not a Superior Proposal, or (ii) the date of which WeCommerce and Tiny enter into an amended agreement pursuant to Section 5.5(2) which results in the Acquisition Proposal in question not being a Superior Proposal. In the event that the date for mailing of the WeCommerce Circular is so extended, the date for the WeCommerce Meeting and the Outside Date shall be extended by the same number of days as the date for mailing of the WeCommerce Circular has been extended.
(3) WeCommerce shall ensure that the WeCommerce Circular complies in all material respects with applicable Law, and does not contain, at the time of mailing, any Misrepresentation (other than in respect to any written information with respect to Tiny that is furnished in writing by or on behalf of Tiny for inclusion in the WeCommerce Circular) and provides WeCommerce Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the WeCommerce Meeting. Without limiting the generality of the foregoing, the WeCommerce Circular must include: (i) a copy of the Fairness Opinion; (ii) a statement that the WeCommerce Board (or committee thereof, as applicable) has received the Fairness Opinion, and the WeCommerce Board, after receiving legal and financial advice: (A) has determined that the Transaction is in the best interests of WeCommerce, (B) has approved the Transaction and the execution and

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performance of this Agreement, and (C) recommends that the WeCommerce Shareholders vote in favour of the Transaction Resolution (collectively, the “ WeCommerce Board Recommendation ”), (iii) a statement that each of the WeCommerce Supporting Shareholders have entered into Voting Support Agreements pursuant to which they have agreed to vote all of their WeCommerce Shares in favour of the Transaction Resolution, subject to the terms of the Voting Support Agreement; and (iv) the WeCommerce Continuation as a matter to be placed before the WeCommerce Meeting.

(4) WeCommerce shall indemnify and save harmless Tiny and each of the Tiny Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(a) any Misrepresentation or alleged Misrepresentation in any information included in the WeCommerce Circular, other than the information relating to Tiny, or its affiliates, furnished to WeCommerce in writing by Tiny for inclusion in the WeCommerce Circular; and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in the WeCommerce Circular other than the information relating to Tiny or its affiliates furnished to WeCommerce in writing by Tiny for inclusion in the WeCommerce Circular.
(5) WeCommerce shall give Tiny and its legal counsel a reasonable opportunity to review and comment on drafts of the WeCommerce Circular and other related documents, and shall give reasonable consideration to any comments made by Tiny and its counsel, and agrees that all information relating solely to Tiny included in the WeCommerce Circular must be in a form and content satisfactory to Tiny, acting reasonably. WeCommerce shall provide Tiny with a final copy of the WeCommerce Circular prior to its mailing to WeCommerce Shareholders.
(6) Tiny shall, in the form required by applicable Law, as soon as reasonably practicable after the date hereof, and in any event within 15 days of the date hereof, provide WeCommerce with all information regarding Tiny and its affiliates as required by Law (and in particular, Securities Law) for inclusion in the WeCommerce Circular or in any amendments or supplements to such WeCommerce Circular (including, without limitation, Tiny Financial Statements). Tiny and not WeCommerce shall be responsible for such information and shall ensure that such information complies in all material respects with applicable Laws and does not include any Misrepresentation concerning Tiny and its affiliates.
(7) Tiny shall indemnify and save harmless WeCommerce and the WeCommerce Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:

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(a) any Misrepresentation or alleged Misrepresentation in any information included in the WeCommerce Circular relating to Tiny or its affiliates furnished to WeCommerce in writing by Tiny for inclusion in the WeCommerce Circular pursuant to Section 2.4(6); and
(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information included in the WeCommerce Circular relating to Tiny or its affiliates furnished to WeCommerce in writing by Tiny for inclusion in the WeCommerce Circular pursuant to Section 2.4(6).
(8) WeCommerce and Tiny shall also use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the WeCommerce Circular and to the identification in the WeCommerce Circular of each such advisor.
(9) WeCommerce and Tiny shall promptly notify the other if at any time before the Effective Date it becomes aware (in the case of WeCommerce only with respect to WeCommerce, and in the case of Tiny only with respect to Tiny) that the WeCommerce Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. WeCommerce and Tiny shall, in a manner consistent with this Section 2.4, co-operate in the preparation of any such amendment or supplement as required or appropriate, and WeCommerce shall, in a manner required by Law, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the WeCommerce Circular to WeCommerce Shareholders and, if required by applicable Law, file or furnish the same with the Securities Authorities or any other Governmental Entity as required.

2.5 Terms of Amalgamation

Subject to the terms and conditions of this Agreement, WeCommerce, Tiny and Subco hereby covenant and agree to implement the Amalgamation as follows:

(1) Filing of Amalgamation Application - Subject to the rights of termination contained in Section 7.2 hereof, upon satisfaction and/or waiver of all conditions precedent of this Agreement, Subco and Tiny shall jointly file with the Registrar the Amalgamation Application in the form of Amalgamation Application attached as Schedule “G” hereto and such other documents as are required to be filed under the BCBCA to give effect to the Amalgamation, pursuant to provisions of the BCBCA.
(2) Effect of the Amalgamation – At the Effective Time, the following shall occur and shall be deemed to occur in the following order without any further act or formality:
(a) Subco and Tiny shall amalgamate to form Amalco and shall continue irrevocably as one company under the BCBCA with the effect set out in Section 270 of the BCBCA and on the following terms:

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(i) Amalco shall become capable of immediately exercising the functions of an incorporated company;
(ii) the holders of Amalco Shares shall have the powers and the liability provided in the BCBCA;
(iii) each holder of Amalco Shares and each Tiny Shareholder is bound by this Agreement;
(iv) the property, rights and interests of each of Subco and Tiny shall continue to be the property, rights and interests of Amalco;
(v) Amalco shall continue to be liable for the obligations of each of Tiny and Subco;
(vi) an existing cause of action, claim or liability to prosecution against either Tiny or Subco is unaffected;
(vii) a legal proceeding being prosecuted or pending by or against Tiny or Subco may be prosecuted, or its prosecution may be continued, as the case may be, by or against Amalco;
(viii) a conviction against, or a ruling, order or judgment in favour of or against, Tiny or Subco may be enforced by or against the Amalco;
(ix) each issued and outstanding Subco Share immediately prior to the Effective Time will be cancelled and replaced by one issued and fully paid Amalco Share for each Subco Share held by WeCommerce;
(x) WeCommerce will issue to the holders of issued and outstanding Tiny Shares immediately prior to the Effective Time such number of fully paid Consideration Shares as is equal to the number of Tiny Shares so held multiplied by the Exchange Ratio;
(xi) in accordance with the terms of the Tiny Omnibus Incentive Plan, holders of issued and outstanding Tiny RSUs immediately prior to the Effective Time shall receive from WeCommerce such number of WeCommerce RSUs as is equal to the number of Tiny RSUs so held multiplied by the Exchange Ratio;
(xii) Tiny Shares replaced by issued and fully paid Consideration Shares in accordance with the provisions of Section 2.5(2)(a)(x) will be cancelled;
(xiii) in accordance with the Tiny Omnibus Incentive Plan, Tiny RSUs replaced by WeCommerce RSUs in accordance with the provisions of Section 2.5(2)(a)(xi) will be cancelled; and

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- (xiv) in consideration of the issuance by WeCommerce of the Consideration Shares pursuant to 2.5(2)(a)(x), Amalco shall issue to WeCommerce one fully paid and non-assessable Amalco Share for each Consideration Share issued to former holders of Tiny Shares.
- (xv) Amalco will add to its capital of its common shares an amount equal to the aggregate “paid-up capital” of the shares of Tiny and Subco immediately before the Effective Time for the purposes of the Tax Act.
(b) in respect of the issuance of the Consideration Shares pursuant to Section 2.5(2)(a)(x), WeCommerce will add to its capital of its WeCommerce Shares an amount equal to the amount added to Amalco’s capital pursuant to Section 2.5(2)(a)(xv).
(3) Treatment of Fractional Shares – Notwithstanding Section 2.5 of this Agreement, no Tiny Shareholder shall be entitled to, and WeCommerce will not issue, fractions of Consideration Shares and no cash amount will be payable by WeCommerce in lieu thereof. To the extent any Tiny Shareholder would otherwise be entitled to receive a fractional Consideration Share such fraction shall be rounded to the closest whole number of the WeCommerce Shares in accordance with Section 83 of the BCBCA.
(4) Amalgamated Company - Unless and until otherwise determined in the manner required by law, by Amalco or by its directors or the holder or holders of the Amalco Shares, the following provisions shall apply following the completion of the Amalgamation:
(a) Name. The name of Amalco shall be "Tiny Amalgamation Corp" or such other name as may be agreed to between Tiny and WeCommerce;
(b) Registered Office. The municipality where the registered office of Amalco shall be located is Vancouver. The address of the registered office of Amalco shall be c/o Fasken Martineau DuMoulin LLP, Suite 2900, 550 Burrard Street, Vancouver, British Columbia, V6C 0A3;
(c) Authorized Share Capital. Amalco shall be authorized to issue an unlimited number of Amalco Shares;
(d) Initial Directors. The initial director(s) of Amalco and the prescribed address for each initial director shall be as follows:

Tim McElvaine

214-2186 Oak Bay Ave. Victoria, British Columbia V8R1G3 Andrew Wilkinson 400-1152 Mainland Street, Vancouver, British Columbia V6B 4X2

or such other persons as the WeCommerce and Tiny may mutually agree;

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(e) Notice of Articles. The Notice of Articles of Amalco shall be those contained in the form of Amalgamation Application attached as Schedule “G” hereto;
(f) Articles. The articles of Amalco shall be as set forth in Schedule “G” hereto, with such amendments thereto as WeCommerce and Tiny may agree, acting reasonably, and shall be signed by a director of Amalco;
(g) Fiscal Year. The fiscal year end of Amalco shall be December 31 in each year, until changed by resolution of the board of directors of Amalco; and
(h) Auditors. The auditors of Amalco, until the first annual general meeting of shareholders of Amalco, shall be KPMG LLP, unless and until such auditors resign or are removed in accordance with the provisions of the BCBCA.
(5) Consideration Shares - At the Effective Time and in accordance with the terms of the Amalgamation, the Consideration Shares shall be issued as set forth above and certificates or DRS advices for such Consideration Shares shall be delivered to the addresses set forth in Schedule “A”, or as otherwise directed by Tiny.
(6) Restrictions on Resale – Each of Tiny Shareholder will, if required by the TSXV, enter into an escrow agreement in respect of their Consideration Shares in the prescribed form or accept their Consideration Shares with such resale restrictions as may be required by the TSXV. If any Tiny Shareholder is required by the TSXV to enter into an escrow agreement in respect of any Consideration Shares, the certificates for such Consideration Shares shall not be delivered in accordance with Sections 2.5(6) and shall be held for delivery subject to the execution of and in accordance with the terms of any such escrow agreement.
(7) Change of Name Immediately following the Effective Time, WeCommerce will complete the WeCommerce Change of Name.
(8) Cancellation of WeCommerce Shares and Options – Prior to the Effective Time, Tiny Capital Ltd. shall exercise all options to purchase WeCommerce Shares (including for certainty, the 307,223 options to purchase WeCommerce Shares held by Tiny Capital Ltd.) in accordance with their terms, and on and as a consequence of the Post-Closing Reorganization, all WeCommerce Shares held by Tiny Holdings Ltd. or Amalco (including for certainty, the (i) 11,147,502 WeCommerce Shares and (ii) 307,223 WeCommerce Shares issued upon the exercise of the options), shall be cancelled for no consideration therefor.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Tiny

(1) Except as disclosed in the correspondingly numbered paragraph of the Tiny Disclosure Letter and except pursuant to the Post-Closing Reorganization, Tiny represents and warrants to WeCommerce and Subco as set forth in Schedule “B” and acknowledges and

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agrees that WeCommerce and Subco are relying upon such representations and warranties in connection with the entering into of this Agreement.

(2) Except for the representations and warranties set forth in this Agreement, neither Tiny nor any other Person has made or makes, and WeCommerce and Subco have not relied upon, any other express or implied representation and warranty, either written or oral, on behalf of Tiny.
(3) The representations and warranties of Tiny contained in this Agreement shall not survive the completion of the Transaction and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

3.2 Representations and Warranties of WeCommerce

(1) Except as disclosed in the correspondingly numbered paragraph of the WeCommerce Disclosure Letter or the WeCommerce Filings, WeCommerce represents and warrants to Tiny as set forth in Schedule “C” and acknowledges and agrees that Tiny is relying upon the representations and warranties in connection with the entering into of this Agreement.
(2) Except for the representations and warranties set forth in this Agreement, neither WeCommerce nor any other Person has made or makes, and Tiny has not relied upon, any other express or implied representation and warranty, either written or oral, on behalf of WeCommerce.
(3) The representations and warranties of WeCommerce contained in this Agreement shall not survive the completion of the Transaction and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 4 COVENANTS

4.1 Conduct of Business of Tiny

(1) Tiny covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of WeCommerce not to be unreasonably withheld, conditioned or delayed; (ii) as required or expressly permitted by this Agreement; (iii) as required by applicable Law, (iv) as required to comply with any quarantine, “shelter in place”, “stay at home”, workforce reduction, social or physical distancing, shut down, closure, sequester or any other Law or guidelines or recommendations issued by a Governmental Entity, or Tiny’s internal policies reasonably established and considered prudent by Tiny to adequately protect the health and safety of its and any of its Subsidiaries’ employees, customers or suppliers, in connection with or in respect to COVID-19 or any variants or mutations thereof, or (v) as expressly contemplated in Schedule 4.1(1) of the Tiny Disclosure Letter, Tiny shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary Course and in accordance with Laws,

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and Tiny shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ business organization, properties, employees, goodwill and business relationships with Governmental Entities, customers, suppliers, partners and other Persons with which Tiny or any of its Subsidiaries has material business relations.

(2) Without limiting the generality of Section 4.1(1), Tiny covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of WeCommerce, not to be unreasonably withheld, conditioned or delayed; (ii) as required or expressly permitted by this Agreement; (iii) as required by applicable Law; or (iv) as expressly contemplated in Schedule 4.1(2) of the Tiny Disclosure Letter, Tiny shall not, and shall not permit any of its Material Subsidiaries to, directly or indirectly:
(a) amend its Constating Documents, or, in the case of any Material Subsidiary which is not a corporation, its similar organizational documents, in any manner;
(b) split, combine or reclassify any shares of its authorized share structure or declare, set aside or pay any dividend or distribution (other than an intercompany dividend or other distribution involving only Tiny or any of its Subsidiaries (whether in cash, securities or property or any combination thereof)) or amend any term of any outstanding debt or security therefor;
(c) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of its authorized share structure or the capital stock of its Material Subsidiaries;
(d) other than pursuant to the Tiny Financing or as set forth in the Tiny Disclosure Letter, issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of any shares of its authorized share structure or other equity or voting interests, including the capital stock of its Material Subsidiaries, or any options, warrants or similar rights exercisable or exchangeable for or convertible into such authorized share structure or other equity or voting interests, or other rights that are linked to the price or the value of Tiny Shares or other share capital of Tiny or any Material Subsidiary;
(e) amend, modify or waive the terms of any of its securities;
(f) acquire or agree to acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses or make any investment either by the purchase of securities, contribution of capital, property transfer, or purchase of any other property or assets of any other Person, or acquire any license rights, other than transactions (i) between two or more wholly-owned Subsidiaries of Tiny; (ii) between a wholly-owned Subsidiary of Tiny and Tiny; or (iii) which do not, in the aggregate, exceed $5 million;

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(g) other than in the Ordinary Course, sell, pledge, hypothecate, lease, transfer, license, mortgage, encumber or otherwise transfer or dispose of any of its assets;
(h) other than in the Ordinary Course, enter into any joint venture or similar agreement, arrangement or relationship;
(i) make any capital expenditures, in the aggregate, in excess of $1 million or commitments to do so, to the extent not agreed to with third parties pursuant to Contracts existing as of the date hereof contained in the Tiny Disclosure Letter; provided that Tiny will notify WeCommerce in advance and provide regular updates to WeCommerce of any capital expenditures listed in the Tiny Disclosure Letter that are in excess of $250,000 in the aggregate;
(j) other than in respect of the settlement of intercompany indebtedness involving only Tiny and its Subsidiaries, prepay indebtedness before its scheduled maturity or, other than in the Ordinary Course, increase, create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof;
(k) other than in respect of intercompany loans involving only Tiny and its Subsidiaries, make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person in an amount, in the aggregate, in excess of $1 million;
(l) reduce the stated capital of any of its securities;
(m) reorganize, amalgamate or merge Tiny or any Material Subsidiary or adopt a plan of liquidation or resolution providing for the liquidation or dissolution of Tiny or any of its Material Subsidiaries;
(n) grant any Lien (other than Permitted Liens) on any assets of Tiny or its Subsidiaries;
(o) other than in the Ordinary Course, enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or similar financial instruments;
(p) except as required by Contract existing as of the date hereof, make profit sharing distribution or similar payment of any kind;
(q) make any material change in Tiny’s accounting methods, principles or practices, except as required by concurrent changes in IFRS or as required by a Governmental Entity;
(r) (x) except in the Ordinary Course or as required by Law or Contract existing as of the date hereof: (i) grant to any officer, employee, consultant or director of Tiny or any of its Subsidiaries a material increase in compensation in any form, or grant any material general salary increase; (ii) make any material loan to any officer, employee, consultant or director of Tiny or any of its Subsidiaries; (iii) take any action with respect to the grant of any severance, change of control, retention, bonus

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or termination pay to, or enter into, establish, amend or terminate any employment agreement, deferred compensation or other similar agreement with, or hire, or terminate employment (except for just cause or poor performance, and the backfill of those positions in the ordinary course) of, any officer, employee, consultant or director of Tiny or any of its Subsidiaries; (iv) materially increase any benefits payable under or materially amend any Employee Plan or adopt any new Employee Plan; (v) materially increase bonus levels or other benefits payable to any director, executive officer, consultant or employee of Tiny or any of its Subsidiaries; (vi) provide for accelerated vesting, removal of restrictions or an exercise of any stock based or stock related awards (including stock options, stock appreciation rights, deferred share units, performance units and restricted share awards) upon a change of control occurring on or prior to the Effective Time; or (vii) make any payment to a holder of any convertible securities of Tiny or its Subsidiaries in consideration for the extinguishment or termination of such convertible securities, and (y) grant any equity, equity-based or similar awards;
(s) enter into any agreement or arrangement that limits or otherwise restricts in any material respect Tiny or any of its Material Subsidiaries or any successor thereto, or that would, after the Effective Time, limit or restrict in any material respect Tiny or any of its Material Subsidiaries or any successor thereto, from competing in any manner;
(t) except in connection with the Tiny Financing as disclosed to WeCommerce, enter into or amend any Contract with any broker, finder or investment banker;
(u) cancel, waive, release, assign, settle or compromise any material claims or material rights of Tiny or its Material Subsidiaries;
(v) compromise, discharge, pay, waive, assign, release or settle any material litigation, proceeding or investigation by a Governmental Entity or any other Person relating to the assets or the business of Tiny;
(w) other than in the Ordinary Course: (i) amend or modify, or terminate or waive any material right under, any Tiny Material Contract or (ii) enter into any contract or agreement that would be a Tiny Material Contract if in effect on the date hereof;
(x) enter into, amend or modify, in any material respect, any union recognition agreement, Collective Agreement or similar agreement with any trade union or representative body;
(y) amend or modify in any material respect or terminate any material insurance policy of Tiny or any Material Subsidiary in effect on the date of this Agreement;
(z) abandon or intentionally fail to maintain in good standing any existing material licences, permits, Authorizations or registrations, or abandon or fail to use its commercially reasonable efforts to pursue any ongoing application for any material licences, permits, Authorizations or registrations;

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(aa) other than in the Ordinary Course, grant or commit to grant an exclusive licence or otherwise transfer any Tiny Intellectual Property Rights or exclusive rights in or in respect thereto that is material to Tiny and its Subsidiaries taken as a whole;
(bb) materially change its business or regulatory strategy; or
(cc) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.
(3) Tiny shall use all commercially reasonable efforts to cause its current insurance (or reinsurance) policies maintained by Tiny or any of its Subsidiaries not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and reinsurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; provided that, neither Tiny nor any of its Subsidiaries shall obtain or renew any insurance (or re-insurance) policy for a term exceeding 12 months.
(4) Tiny shall:
(a) duly and timely file all material Tax Returns required to be filed by it on or after the date hereof and all such Tax Returns will be true, complete and correct in all material respects;
(b) timely withhold, collect, remit and pay all material Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable;
(c) not make or rescind any material express or deemed election relating to Taxes;
(d) not make a request for a Tax ruling or enter into any agreement with any taxing authorities or consent to any extension or waiver of any limitation period with respect to Taxes;
(e) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes; and
(f) not file any amended Tax Return involving a material amount of additional Taxes or change any of its methods of reporting income, deductions or accounting for income Tax purposes from those employed in the preparation of its income Tax Return for the tax year ended December 31, 2021, except as may be required by applicable Laws.

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4.2 Conduct of Business of WeCommerce

(1) WeCommerce covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of Tiny not to be unreasonably withheld, conditioned or delayed; (ii) as required or expressly permitted by this Agreement; (iii) as required by applicable Law, (iv) as required to comply with any quarantine, “shelter in place”, “stay at home”, workforce reduction, social or physical distancing, shut down, closure, sequester or any other Law or guidelines or recommendations issued by a Governmental Entity or WeCommerce’s internal policies reasonably established and considered prudent by WeCommerce to adequately protect the health and safety of its and any of its Subsidiaries’ employees, customers or suppliers in connection with or in respect to COVID-19 or any variants or mutations thereof, or (v) as expressly contemplated in Schedule 4.2(1) of the WeCommerce Disclosure Letter, WeCommerce shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary Course and in accordance with Laws, and WeCommerce shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ business organization, properties, employees, goodwill and business relationships with Governmental Entities, customers, suppliers, partners and other Persons with which WeCommerce or any of its Subsidiaries has material business relations.
(2) Without limiting the generality of Section 4.2(1), WeCommerce covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of Tiny, not to be unreasonably withheld, conditioned or delayed; (ii) as required or expressly permitted by this Agreement; (iii) as required by applicable Law; or (iv) as expressly contemplated in the WeCommerce Disclosure Letter, WeCommerce shall not, and shall not permit any of its Material Subsidiaries or Subco to, directly or indirectly:
(a) amend its Constating Documents, or, in the case of any Material Subsidiary which is not a corporation, its similar organizational documents, in any manner;
(b) split, combine or reclassify any shares of its authorized share structure or declare, set aside or pay any dividend or distribution (other than an intercompany dividend or other distribution involving only WeCommerce or any of its Subsidiaries (whether in cash, securities or property or any combination thereof)) or amend any term of any outstanding debt or security therefor;
(c) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of its authorized share structure or the capital stock of its Material Subsidiaries or Subco;
(d) issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of any shares of its authorized share structure or other equity or voting interests, including the capital stock of its Material Subsidiaries or Subco, or any options, warrants or similar rights

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exercisable or exchangeable for or convertible into such authorized share structure or other equity or voting interests, or other rights that are linked to the price or the value of WeCommerce Shares or other share capital of WeCommerce or any Material Subsidiary or Subco except as set out in the WeCommerce Disclosure Letter or with respect to the issuance of WeCommerce Shares issuable in connection with the exercise or settlement, as applicable, of the stock options, restricted share units, deferred share units and performance restricted share units of WeCommerce that are outstanding as of the date hereof in each case upon exercise or settlement, as applicable, by the holder thereof;

(e)
amend, modify or waive the terms of any of its securities;
(f) acquire or agree to acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses or make any investment either by the purchase of securities, contribution of capital, property transfer, or purchase of any other property or assets of any other Person, or acquire any license rights, other than transactions (i) between two or more wholly-owned Subsidiaries of WeCommerce; (ii) between a wholly-owned Subsidiary of WeCommerce and WeCommerce, or (iii) which do not, in the aggregate, exceed $5 million;
(g) other than in the Ordinary Course or as set out in the WeCommerce Disclosure Letter, sell, pledge, hypothecate, lease, transfer, license, mortgage, encumber or otherwise transfer or dispose of any of its assets;
(h) other than in the Ordinary Course, enter into any joint venture or similar agreement, arrangement or relationship;
(i) make any capital expenditures in the aggregate, in excess of $1 million, or commitments to do so, to the extent not agreed to with third parties pursuant to Contracts existing as of the date hereof contained in the WeCommerce Disclosure Letter; provided that WeCommerce will notify WeCommerce in advance and provide regular updates to WeCommerce of any capital expenditures listed in the WeCommerce Disclosure Letter, that are in excess of $250,000 in the aggregate;
(j) other than in respect of the settlement of intercompany indebtedness involving only WeCommerce and its Subsidiaries, prepay indebtedness before its scheduled maturity or, other than in the Ordinary Course, increase, create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof;
(k) other than in respect of intercompany loans involving only WeCommerce and its Subsidiaries, make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person in an amount, in the aggregate, in excess of $1 million;
(l) reduce the stated capital of any of its securities;

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(m) reorganize, amalgamate or merge WeCommerce, Subco or any Material Subsidiary or adopt a plan of liquidation or resolution providing for the liquidation or dissolution of WeCommerce, Subco or any of its Material Subsidiaries;
(n) grant any Lien (other than Permitted Liens) on any assets of WeCommerce or its Subsidiaries;
(o) other than in the Ordinary Course, enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or similar financial instruments;
(p) except as required by Contract existing as of the date hereof, make profit sharing distribution or similar payment of any kind;
(q) make any material change in WeCommerce’s accounting methods, principles or practices, except as required by concurrent changes in IFRS or as required by a Governmental Entity;
(r) except in the Ordinary Course or as required by Law or Contract existing as of the date hereof: (i) grant to any officer, employee, consultant or director of WeCommerce or any of its Subsidiaries a material increase in compensation in any form, or grant any material general salary increase; (ii) make any material loan to any officer, employee, consultant or director of WeCommerce or any of its Subsidiaries; (iii) take any action with respect to the grant of any severance, change of control, retention, bonus or termination pay to, or enter into, establish, amend or terminate any employment agreement, deferred compensation or other similar agreement with, or hire, or terminate employment (except for just cause or poor performance, and the backfill of those positions in the Ordinary Course) of, any officer, employee, consultant or director of WeCommerce or any of its Subsidiaries; (iv) materially increase any benefits payable under or materially amend any Employee Plan or adopt any new Employee Plan; (v) materially increase bonus levels or other benefits payable to any director, executive officer, consultant or employee of WeCommerce or any of its Subsidiaries; (vi) provide for accelerated vesting, removal of restrictions or an exercise of any stock based or stock related awards (including stock options, stock appreciation rights, deferred share units, performance units and restricted share awards) upon a change of control occurring on or prior to the Effective Time; (vii) grant any equity, equity-based or similar awards; or (viii) make any payment to a holder of any convertible securities of WeCommerce in consideration for the extinguishment or termination of such convertible securities;
(s) enter into any agreement or arrangement that limits or otherwise restricts in any material respect WeCommerce, Subco or any of its Material Subsidiaries or any successor thereto, or that would, after the Effective Time, limit or restrict in any material respect WeCommerce, Subco or any of its Material Subsidiaries or any successor thereto, from competing in any manner;

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(t) enter into or amend any Contract with any broker, finder or investment banker;
(u) cancel, waive, release, assign, settle or compromise any material claims or material rights of WeCommerce, Subco or its Material Subsidiaries;
(v) compromise, discharge, pay, waive, assign, release or settle any material litigation, proceeding or investigation by a Governmental Entity or any other Person relating to the assets or the business of WeCommerce;
(w) other than in the Ordinary Course: (i) amend or modify, or terminate or waive any material right under, any WeCommerce Material Contract; or (ii) enter into any contract or agreement that would be a WeCommerce Material Contract if in effect on the date hereof;
(x) enter into, amend or modify, in any material respect, any union recognition agreement, Collective Agreement or similar agreement with any trade union or representative body;
(y) amend or modify in any material respect or terminate any material insurance policy of WeCommerce, Subco or any Material Subsidiary in effect on the date of this Agreement;
(z) abandon or intentionally fail to maintain in good standing any existing material licences, permits, Authorizations or registrations, or abandon or fail to use its commercially reasonable efforts to pursue any ongoing application for any material licences, permits, Authorizations or registrations;
(aa) other than in the Ordinary Course, grant or commit to grant an exclusive licence or otherwise transfer any WeCommerce Intellectual Property Rights or exclusive rights in or in respect thereto that is material to WeCommerce and its Subsidiaries taken as a whole;
(bb) materially change its business or regulatory strategy; or
(cc) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.
(3) WeCommerce shall use all commercially reasonable efforts to cause its current insurance (or re- insurance) policies maintained by WeCommerce or any of its Subsidiaries not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and reinsurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; provided that, neither WeCommerce nor any of its Subsidiaries shall obtain or renew any insurance (or reinsurance) policy for a term exceeding 12 months.
(4) WeCommerce shall:

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(a) other than as set forth in the WeCommerce Disclosure Letter, duly and timely file all material Tax Returns required to be filed by it on or after the date hereof and all such Tax Returns will be true, complete and correct in all material respects;
(b) timely withhold, collect, remit and pay all material Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable;
(c) not make or rescind any material express or deemed election relating to Taxes;
(d) not make a request for a Tax ruling or enter into any agreement with any taxing authorities or consent to any extension or waiver of any limitation period with respect to Taxes;
(e) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes; and
(f) not file any amended Tax Return involving a material amount of additional Taxes or change any of its methods of reporting income, deductions or accounting for income Tax purposes from those employed in the preparation of its income Tax Return for the tax year ended December 31, 2021, except as may be required by applicable Laws.

4.3 Covenants Regarding the Transaction

(1) Each of Tiny and WeCommerce, as applicable, shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do or cause to be done all things required or advisable under Law to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement, including:
(a) using commercially reasonable efforts to satisfy, or cause the satisfaction of, all conditions precedent in this Agreement and comply promptly with all requirements imposed by Law on it or its Subsidiaries, as applicable, with respect to this Agreement or the Transaction;
(b) using commercially reasonable efforts to obtain the Regulatory Approvals and Authorizations required to be obtained by Tiny or WeCommerce under any applicable Law, from any Governmental Entity or from any third party that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement, including the Transaction, or have a Material Adverse Effect on WeCommerce or Tiny, as applicable;
(c) using commercially reasonable efforts to obtain, as soon as practicable following execution of this Agreement, and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary to be obtained under the Tiny Material Contracts or WeCommerce Material Contracts in connection with the Transaction or this Agreement, (ii) required in order to maintain the Tiny Material Contracts or WeCommerce Material Contracts in full force and effect following completion of

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the Transaction, or (iii) otherwise necessary or desirable in connection with the Transaction or this Agreement, in each case, on terms that are reasonably satisfactory to WeCommerce and Tiny and provided that Tiny and WeCommerce may not make any payment to obtain any third party consent (including any consent under any Tiny Material Contract or WeCommerce Material Contract, as applicable) without the consent of the other, acting reasonably;

(d) using commercially reasonable efforts to effect or cooperate as necessary to effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate, and appear in any proceedings of, any Party before any Governmental Entity in connection with the transactions contemplated by this Agreement, including the Transaction;
(e) using commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or delay or otherwise adversely affect the consummation of the transactions contemplated hereby, including the Transaction and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers, as applicable, challenging the Transaction or this Agreement;
(f) using commercially reasonable efforts to make or cooperate as necessary in the making of all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby, including the Transaction, and take all reasonable action necessary to be in compliance with such Laws, including any filings, reports, documents or applications as required to be filed by any Party; and
(g) not taking any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the transactions contemplated by this Agreement, including the Transaction.
(2) WeCommerce shall use its commercially reasonable efforts to obtain and maintain in force the Key Regulatory Approvals.
(3) If the WeCommerce Continuation is approved by the WeCommerce Shareholders and there are no material WeCommerce Shareholder dissents in respect thereof, WeCommerce shall, if requested by Tiny, use its commercially reasonable efforts to make the necessary filings, registrations and applications to give effect to such continuation.
(4) Tiny shall promptly notify WeCommerce in writing of:
(a) any Material Adverse Effect in respect of Tiny;
(b) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or

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confirmation) of such Person is required in connection with this Agreement or the Transaction;

(c) any notice or other communication from any Person to the effect that such Person is terminating or otherwise materially adversely modifying its relationship with Tiny or any of its Subsidiaries as a result of this Agreement or the Transaction, and such relationship is material to Tiny and its Subsidiaries taken as a whole;
(d) any notice or other communication from any Governmental Entity in connection with this Agreement (and Tiny shall contemporaneously provide a copy of any such written notice or communication to WeCommerce);
(e) the occurrence of any default, event of default, acceleration or enforcement, in each case, under or in connection with any material debt of Tiny or any of its Subsidiaries, and Tiny shall provide promptly to WeCommerce copies of all notices and correspondence in connection with the foregoing; or
(f) any material filing, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Tiny or any of its Material Subsidiaries.
(5) WeCommerce shall promptly notify Tiny in writing of:
(a) any Material Adverse Effect in respect of WeCommerce;
(b) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Transaction;
(c) any notice or other communication from any Person to the effect that such Person is terminating or otherwise materially adversely modifying its relationship with WeCommerce or any of its Subsidiaries as a result of this Agreement or the Transaction, and such relationship is material to WeCommerce and its Subsidiaries taken as a whole;
(d) any notice or other communication from any Governmental Entity in connection with this Agreement (and WeCommerce shall contemporaneously provide a copy of any such written notice or communication to Tiny);
(e) the occurrence of any default, event of default, acceleration or enforcement, in each case, under or in connection with any material debt of WeCommerce or any of its Subsidiaries, and WeCommerce shall provide promptly to Tiny copies of all notices and correspondence in connection with the foregoing; or
(f) any material filing, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting WeCommerce or any of its Subsidiaries.

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4.4 Competition Act Approval; Antitrust Laws

(1) Without limiting the generality of Section 4.3, the Parties shall use commercially reasonable efforts to promptly submit all notifications, reports or other filings that may be required pursuant to Antitrust Laws and shall use commercially reasonable efforts to diligently and expeditiously obtain any necessary clearance, approval, consent or waiver in respect of the Transaction so as to enable Closing to occur promptly and in any event prior to the Outside Date. In furtherance of the foregoing, the Parties shall promptly make, or cause to be made, a request for an advance ruling certificate (or in the alternative a No Action Letter and request for a waiver pursuant to paragraph 113(c) of the Competition Act) and, if the Parties agree, their respective Part IX notifications.

(2) The Parties shall coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested in connection with this Section Article 4, including providing each other with advance copies and reasonable opportunity to comment on all notices, filings, requests, submissions and other information supplied to or filed with a Governmental Entity, and promptly providing each other with all notices, correspondence or other information received from a Governmental Entity. Each Party will keep the other Party and their respective counsel fully apprised of all substantive written (including email) and oral communications and all meetings with a Governmental Entity and, unless participation by a Party is prohibited by Law or the Governmental Entity, neither Party will engage in any such substantive communications with the Governmental Entity without first giving the other Party or its external counsel a full and reasonable opportunity to participate.

(3) To the extent that any information or documentation to be provided by one Party to the other Party pursuant to this Section Article 4 is, in the reasonable view of the providing Party, competitively sensitive, such information or documentation may be provided only to external counsel of the other Party on an “external counsel only basis” and such receiving Party shall not request or otherwise receive such information from its external counsel.

(4) Any filing fees payable with respect to Antitrust Laws shall be shared equally by the Parties

4.5 Access to Tiny Information; Confidentiality

(1) Throughout the period prior to the Effective Time, Tiny will (and will cause its Subsidiaries to) as soon as practicable after a request from WeCommerce is received: (a) afford WeCommerce’s officers and other authorized WeCommerce Representatives reasonable access to its directors, senior management, books, Contracts and records; (b) furnish promptly to WeCommerce all information concerning its business, properties and personnel as may reasonably be requested (including, for the avoidance of doubt, continuing access to the Tiny Data Room); and (c) provide reasonable cooperation to WeCommerce’s officers and other WeCommerce Representatives with respect to day one readiness integration planning (such as payroll, regulatory compliance and financial reporting requirements); provided however, in each case that: (i) access to any people contemplated in this Section 4.5(1) will be provided during Tiny’s normal business hours unless Tiny agrees otherwise; (ii) Tiny’s compliance with any request under this Section 4.5(1) will not unduly interfere with the conduct of Tiny’s business; and (iii) Tiny need not

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supply WeCommerce or WeCommerce Representatives with any information which, in the reasonable judgment of Tiny, is under a legal obligation not to supply provided, that, with respect to clause (iii), Tiny shall use commercially reasonable efforts to implement alternative disclosure or access arrangements that would not violate such legal obligation. Without limiting the generality of the foregoing, (x) Tiny will reasonably cooperate and consult with WeCommerce with respect to WeCommerce’s ability to access Tiny’s properties, and (y) subject to the terms of any existing Contracts, Tiny shall, upon WeCommerce’s request, facilitate discussions between WeCommerce and any third party from whom consent may be required.

(2) Investigations made by or on behalf of WeCommerce, whether under this Section 4.3(5)(f) or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by Tiny in this Agreement.
(3) WeCommerce acknowledges that the Confidentiality Agreement continues to apply and that any information provided under Section 4.5(1) above that is non-public and/or proprietary in nature shall be subject to the terms of the Confidentiality Agreement. For greater certainty, if this Agreement is terminated in accordance with its terms, the obligations under the Confidentiality Agreement shall survive the termination of this Agreement in accordance with its terms.

4.6 Access to WeCommerce Information; Confidentiality

(1) Throughout the period prior to the Effective Time, WeCommerce will (and will cause its Subsidiaries to) as soon as practicable after a request from Tiny is received: (a) afford Tiny’s officers and other authorized Tiny Representatives reasonable access to its directors, senior management, books, Contracts and records; and (b) furnish promptly to Tiny all information concerning its business, properties and personnel as may reasonably be requested (including, for the avoidance of doubt, continuing access to the WeCommerce Data Room); provided however, in each case that: (i) access to any people contemplated in this Section 4.6(1) will be provided during WeCommerce’s normal business hours unless WeCommerce agrees otherwise; (ii) WeCommerce’s compliance with any request under this Section 4.6(1) will not unduly interfere with the conduct of WeCommerce’s business; and (iii) WeCommerce need not supply Tiny or Tiny Representatives with any information which, in the reasonable judgment of WeCommerce, is under a legal obligation not to supply provided, that, with respect to clause (iii), WeCommerce shall use commercially reasonable efforts to implement alternative disclosure or access arrangements that would not violate such legal obligation. Without limiting the generality of the foregoing, (x) WeCommerce will reasonably cooperate and consult with Tiny with respect to Tiny’s ability to access WeCommerce’s properties, and (y) subject to the terms of any existing Contracts, WeCommerce shall, upon Tiny’s request, facilitate discussions between Tiny and any third party from whom consent may be required.
(2) Investigations made by or on behalf of Tiny, whether under this Section 4.6 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by WeCommerce in this Agreement.

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(3) Tiny acknowledges that the Confidentiality Agreement continues to apply and that any information provided under Section 4.6(1) above that is non-public and/or proprietary in nature shall be subject to the terms of the Confidentiality Agreement. For greater certainty, if this Agreement is terminated in accordance with its terms, the obligations under the Confidentiality Agreement shall survive the termination of this Agreement in accordance with its terms.

4.7 Public and Employee Communications

(1) Tiny and WeCommerce shall consult with each other in issuing any press release or otherwise making any public announcement or statement concerning the transactions contemplated hereby and shall agree on the text of joint press releases by which Tiny and WeCommerce will announce (i) the execution of this Agreement and (ii) the completion of the Transaction. Tiny and WeCommerce shall co-operate in the preparation of presentations, if any, to WeCommerce Shareholders regarding the Transaction. Except as required by Law, a Party must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Transaction without, in the case of Tiny, the consent of WeCommerce and, in the case of WeCommerce, the consent of Tiny (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law shall use its commercially reasonable efforts to give the other Parties prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Parties or their counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing.
(2) Except as may be required by Law, prior to making any internal Tiny-wide or WeCommerce-wide, as applicable, or other broad communication to employees of Tiny or WeCommerce, as applicable, with respect to the transactions contemplated herein: (a) Tiny or WeCommerce, as applicable, will provide Tiny or WeCommerce, as applicable, with a copy of the intended communication; (b) Tiny or WeCommerce, as applicable, will have a reasonable period of time to review and comment on the communication; (c) Tiny or WeCommerce, as applicable, will consider any such comments in good faith; and (d) Tiny and WeCommerce will cooperate in providing any such mutually agreeable communication.
(3) For the avoidance of doubt, nothing in this Section 4.7 shall prevent WeCommerce from making internal announcements to employees, having discussions with stakeholders or responding to questions from investors or other stakeholders at regularly scheduled investors calls, in each case so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements by WeCommerce. For the avoidance of doubt, nothing in this Section 4.7 shall prevent Tiny from making internal announcements to employees, so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements by Tiny.

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(4) Each of the Parties acknowledges that WeCommerce will file the material change report required to be filed following the public announcement of this Agreement by WeCommerce in accordance with applicable Securities Laws and that the copy of this Agreement to be publicly filed in connection with such material change report will contain such redactions as Tiny and WeCommerce may reasonably request, provided such redactions are permitted by applicable Law.

4.8 Notice and Cure Provisions

(1) Each Party shall promptly notify the other Parties of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:
(a) cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time if such failure to be true or accurate would cause any condition in Section 6.2(1) [Tiny Representations and Warranties Conditions] or Section 6.3(1) [WeCommerce Representations and Warranties Conditions] , as applicable, to not be satisfied;
(b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement if such failure to comply would cause any condition in Section 6.2(2) [Tiny Covenants Condition] or Section 6.3(2) [WeCommerce Covenants Condition] , as applicable, to not be satisfied; or
(c) result in the failure to satisfy any of the conditions precedent in favour of the other Parties hereto contained in Section 6.1, Section 6.2 and Section 6.3, as the case may be.
(2) Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement.
(3) WeCommerce may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(d)(i) or Section 7.2(1)(d)(iii) and Tiny may not elect to exercise their right to terminate this Agreement pursuant to Section 7.2(1)(c)(i) or Section 7.2(1)(c)(iii), unless the Party seeking to terminate the Agreement (the “ Terminating Party ”) has delivered a written notice (“ Termination Notice ”) to the other Party (the “ Breaching Party ”) specifying in reasonable detail all breaches of covenants, or incorrect representations and warranties or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date (with any intentional breach being deemed to be incurable), the Terminating Party may not exercise such termination right until the earlier of (a) the Outside Date, and (b) 10 Business Days following receipt of such Termination Notice by the Breaching Party (if the matters referenced in the Termination Notice has not been cured by such date). If the

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Terminating Party delivers a Termination Notice prior to the date of the WeCommerce Meeting, unless Tiny and WeCommerce agree otherwise, WeCommerce shall, to the extent permitted by Law, postpone or adjourn the WeCommerce Meeting to the earlier of (a) 10 Business Days prior to the Outside Date and (b) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party.

ARTICLE 5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

5.1 Non-Solicitation by WeCommerce

(1) Except as expressly provided in this Article 5, WeCommerce shall not, directly or indirectly, through any of its Subsidiaries or any of its or their respective officers, directors, employees, representatives (including any financial or other adviser) or agents (collectively “ WeCommerce Representatives ”), and shall not permit any such Person to:
(a) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate, (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of WeCommerce or any Subsidiary) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(b) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than Tiny and its Subsidiaries) regarding any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to, an Acquisition Proposal, it being acknowledged and agreed that WeCommerce may communicate with any Person for purposes of (i) advising such Person of the nonsolicitation restrictions in Article 5 hereof, or (ii) advising such Person that their Acquisition Proposal does not constitute a Superior Proposal or is not reasonably expected to constitute or lead to a Superior Proposal; or
(c) make a Change in Recommendation other than following the occurrence of a Material Adverse Effect in respect of WeCommerce or Tiny.
(2) WeCommerce shall, and shall cause its Subsidiaries and its WeCommerce Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced on or prior to the date of this Agreement with any Person (other than Tiny and its Subsidiaries) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith WeCommerce shall:
(a) promptly discontinue access to and disclosure of all confidential information, including the WeCommerce Data Room, properties, facilities, books and records of WeCommerce or any Subsidiary of WeCommerce; and
(b) within two Business Days of the date hereof, to the extent it is permitted to do so, request, and use commercially reasonably efforts to exercise all rights it has to

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require (i) the return or destruction of all copies of any confidential information regarding WeCommerce or any Subsidiary provided to any such Person other than Tiny and its Subsidiaries; and (ii) the destruction of such material including or incorporating or otherwise reflecting such confidential information regarding WeCommerce or any Subsidiary, to the extent that such information has not previously been returned or destroyed, provided WeCommerce has the right to request such return or destruction pursuant to a confidentiality agreement that is in force and effect, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

5.2 Notification of Acquisition Proposals Received by WeCommerce

(1) If after the date of this Agreement, WeCommerce or any of its Subsidiaries receives any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to WeCommerce or any Subsidiary in relation to a possible Acquisition Proposal, WeCommerce (a) shall promptly notify Tiny, at first orally within 24 hours, and then, and in any event within 48 hours in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide Tiny with copies of all documents, correspondence or other material received in respect of, from or on behalf of any such Person and such other details of such Acquisition Proposal, inquiry, proposal, offer or request as Tiny may reasonably request in writing; and (b) may contact the Person making such Acquisition Proposal, inquiry, proposal, offer or request and the WeCommerce Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request so as to determine whether such Acquisition Proposal, inquiry, proposal, offer or request is, or may reasonably be expected to constitute or lead to, a Superior Proposal.
(2) WeCommerce shall keep Tiny fully informed on a prompt basis of the status of material developments and negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or request, including any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to Tiny copies of all material correspondence and documents if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence communicated to WeCommerce by or on behalf of any Person making such Acquisition Proposal, inquiry, proposal, offer or request.

5.3 Responding to an Acquisition Proposal Received by WeCommerce

(1) Notwithstanding Section 5.1 or any other agreement between the Parties, if at any time, prior to obtaining the Required Shareholder Approval, WeCommerce receives an unsolicited written Acquisition Proposal, WeCommerce and its WeCommerce Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal and may provide copies of, access to or

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disclosure of confidential information, properties, facilities, books or records of WeCommerce or its Subsidiaries, if and only if:

(a) WeCommerce Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal (disregarding for such determination any due diligence or access condition);
(b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar agreement or restriction with WeCommerce or its Subsidiaries;
(c) the Acquisition Proposal did not arise as a result of a violation by WeCommerce of this Article 5;
(d) prior to providing copies of, access to or disclosure of confidential information, properties, facilities, books or records of WeCommerce or its Subsidiaries, WeCommerce enters into a confidentiality and standstill agreement with such Person on customary terms having a term not less than 12 months, provided that such confidentiality and standstill agreement may allow such Person to make an Acquisition Proposal and related communications confidentially to WeCommerce Board; and
(e) WeCommerce promptly provides Tiny with:
(i) prior written notice stating WeCommerce’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure;
(ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and
(iii) any non-public information concerning WeCommerce and its Subsidiaries provided to such other Person which was not previously provided to Tiny.

5.4 Required Disclosure by WeCommerce

Nothing contained in this Agreement shall prohibit the WeCommerce Board from (i) making disclosure to WeCommerce Shareholders as required by applicable Law, including complying with Section 2.17 of Multilateral Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal, or (ii) making any disclosure prior to the Effective Time if, the WeCommerce Board, after consultation with legal and financial advisors has determined in good faith that such disclosure or is necessary for the WeCommerce Board to act in a manner consistent with its fiduciary duties. In addition, nothing contained in this Agreement shall prohibit WeCommerce or the WeCommerce Board from calling and/or holding a meeting of WeCommerce

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Shareholders if requisitioned by WeCommerce Shareholders in accordance with the BCBCA or taking any other action to the extent ordered or otherwise mandated by a Governmental Entity.

5.5 Tiny Right to Match

(1) If WeCommerce receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Required Shareholder Approval, the WeCommerce Board may, or may cause WeCommerce to, make a Change in Recommendation or approve, recommend or enter into a definitive agreement with respect to such Superior Proposal, if and only if:
(a) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure or similar agreement or restriction provided that receipt of any confidential proposal submitted directly to the WeCommerce Board (or the WeCommerce Special Committee) shall not be deemed to be a breach of this Section 5.5(1)(a);
(b) the Acquisition Proposal did not arise as a result of a violation by WeCommerce of this Article 5;
(c) WeCommerce has delivered to Tiny a written notice of the determination of WeCommerce Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of WeCommerce Board to enter into such definitive agreement, together with a written notice from WeCommerce Board regarding the value and financial terms that WeCommerce Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Superior Proposal (the “ Superior Proposal Notice ”);
(d) WeCommerce or WeCommerce Representatives has provided Tiny a copy of the proposed definitive agreement for the Superior Proposal;
(e) at least five Business Days (the “ Matching Period ”) have elapsed from the date that is the later of the date on which Tiny received the Superior Proposal Notice and the date on which Tiny received a copy of the proposed definitive agreement for the Superior Proposal from WeCommerce;
(f) during any Matching Period, Tiny has had the opportunity (but not the obligation), in accordance with Section 5.5(2), to offer to amend this Agreement and the Transaction in order for such Acquisition Proposal to cease to be a Superior Proposal;
(g) after the Matching Period, the WeCommerce Board has determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Transaction as proposed to be amended by the Tiny under Section 5.5(2); and

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(h) the WeCommerce Board has determined, in good faith, after consultation with WeCommerce’s outside legal counsel, that the failure to take the relevant action would be inconsistent with its fiduciary duties.
(2) During the Matching Period, or such longer period as WeCommerce may approve in writing for such purpose (in its sole discretion): (a) WeCommerce Board shall review any offer made by Tiny under Section 5.5(1)(f) to amend the terms of this Agreement and the Transaction in good faith, in consultation with WeCommerce’s outside legal counsel and financial advisors, in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) if the WeCommerce Board determines that such Acquisition Proposal would cease to be a Superior Proposal as a result of such amendment, WeCommerce shall negotiate in good faith with Tiny to make such amendments to the terms of this Agreement and the Transaction as would enable Tiny to proceed with the transactions contemplated by this Agreement on such amended terms. If the WeCommerce Board determines that such Acquisition Proposal would cease to be a Superior Proposal, WeCommerce shall promptly so advise Tiny and WeCommerce and Tiny shall amend this Agreement to reflect such offer made by Tiny under Section 5.5(1)(f), and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.
(3) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by WeCommerce Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4, and Tiny shall be afforded a new five Business Day Matching Period from the later of the date on which Tiny received the new Superior Proposal Notice from WeCommerce and the date on which Tiny received a copy of the proposed definitive agreement for the new Superior Proposal from WeCommerce.
(4) At Tiny’s reasonable request, the WeCommerce Board shall promptly reaffirm the WeCommerce Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or if the WeCommerce Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.5(2) would result in an Acquisition Proposal which has been publicly announced no longer being a Superior Proposal. WeCommerce shall provide Tiny and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall consider all reasonable comments to such press release as requested by Tiny and its outside legal counsel.
(5) If WeCommerce provides a Superior Proposal Notice to Tiny after a date that is less than ten (10) Business Days before the WeCommerce Meeting, WeCommerce shall either proceed with or shall postpone or adjourn the WeCommerce Meeting to a date acceptable to both Parties (acting reasonably) that is not more than ten (10) Business Days after the scheduled date of the WeCommerce Meeting, but in any event to a date that is not less than eleven (11) Business Days prior to the Outside Date.

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5.6 Breach by Subsidiaries and Representatives

Without limiting the generality of the foregoing, WeCommerce shall advise its Subsidiaries and their respective WeCommerce Representatives of the prohibitions set out in this 5.4 and any violation of the restrictions set forth in this 5.4 by WeCommerce, its Subsidiaries and their respective directors and officers is deemed to be a breach of this 5.4 by WeCommerce (other than Tiny Representatives).

ARTICLE 6 CONDITIONS

6.1 Mutual Conditions Precedent

The Parties are not required to complete the Transaction unless each of the following conditions is satisfied, which conditions may only be waived, in whole or in part, by the mutual consent of each of the Parties:

(1) Required Shareholder Approval . The Required Shareholder Approval has been obtained in accordance with applicable Law.
(2) Illegality . No Law is in effect that makes the consummation of the Transaction illegal or otherwise prohibits or enjoins Tiny or WeCommerce from consummating the Transaction.
(3) Canadian Securities Laws . The distribution of the Consideration Shares pursuant to the Transaction shall be exempt from the prospectus requirements of applicable Securities Laws in Canada either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of exemptions under applicable Securities Laws.
(4) Conditional Approval of the TSXV . The conditional approval of the TSXV shall have been obtained to list the Consideration Shares to be issued pursuant to the Transaction from time to time, subject only to customary conditions to be satisfied in connection with the completion of the Transaction and/or following the completion of the Transaction.
(5) Antitrust Laws . All waiting periods (and any extensions thereof) applicable to the Transaction under any Antitrust Law shall have expired or been terminated or otherwise waived.
(6) Competition Act Approval . If required pursuant to Part IX of the Competition Act in respect of the Transaction, Competition Act Approval shall have been obtained.

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6.2 Additional Conditions Precedent to the Obligations of WeCommerce

WeCommerce is not required to complete the Transaction unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of WeCommerce and may only be waived, in whole or in part, by WeCommerce in its sole discretion:

(1) Representations and Warranties . The representations and warranties of Tiny set forth in paragraph (a) [Organization and Qualification] , paragraph (b) Authority Relative to this Agreement] , paragraph (e) [Capitalization] , paragraph (y) [Authorizations] , and paragraph (jj) [Brokers] of Schedule “B” were true and correct as of the date of this Agreement and are true and correct as of the Effective Time in all respects, and all other representations and warranties of Tiny set forth in this Agreement were true and correct as of the date of this Agreement and are true and correct as of the Effective Time in all respects, except where any failure or failures of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Tiny (disregarding for the purposes of this Section 6.2(1) any materiality or “Material Adverse Effect in respect of Tiny” qualification contained in any such representation and warranty for the purpose of determining whether any such failure or failures would not, individually or in the aggregate, reasonably be expected to result in such a Material Adverse Effect in respect of Tiny), in each case except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date, and Tiny has each delivered a certificate confirming same to WeCommerce, executed by two senior officers of Tiny (in each case without personal liability) addressed to WeCommerce and dated the Effective Date.
(2) Performance of Covenants . Tiny has fulfilled or complied in all material respects with each of the covenants of Tiny contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and has delivered a certificate confirming same to WeCommerce, executed by two senior officers of Tiny (in each case without personal liability) addressed to WeCommerce and dated the Effective Date.
(3) Key Regulatory Approvals. Each of the Key Regulatory Approvals has been made, given or obtained on terms acceptable to WeCommerce, acting reasonably, and each such Key Regulatory Approval is in force and has not been modified or rescinded.
(4) Key Consents. All consents, approvals and authorizations set out in Schedule 6.2(4) of the Tiny Disclosure Letter shall have been obtained by Tiny or its Material Subsidiaries, as applicable, and all consents, approvals and authorizations set out in Schedule 6.2(4) of the WeCommerce Disclosure Letter shall have been obtained by WeCommerce or its Material Subsidiaries, as applicable.
(5) No Legal Action . There is no action or proceeding (whether, for greater certainty, by a Governmental Entity or any other Person other than WeCommerce or its Subsidiaries) pending in any jurisdiction to:

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(a) cease trade, enjoin, prohibit, or impose any material limitations, damages or conditions on, WeCommerce’s ability to acquire, hold, or exercise full rights of ownership over, any Tiny Shares, including the right to vote Tiny Shares;
(b) prohibit or restrict the Transaction, or the ownership or operation by WeCommerce or its Subsidiaries of a material portion of the business or assets of WeCommerce and its Subsidiaries, Tiny or any of its Subsidiaries, or compel WeCommerce or its Subsidiaries to dispose of or hold separate any material portion of the business or assets of WeCommerce and its Subsidiaries, Tiny or any of its Subsidiaries as a result of the Transaction or the transactions contemplated by this Agreement; or
(c) prevent or materially delay the consummation of the Transaction, or if the Transaction is consummated, have a Material Adverse Effect in respect of Tiny or a Material Adverse Effect in respect of WeCommerce.
(6) Tiny Material Adverse Effect . Since the date of this Agreement, there shall have not occurred or have been disclosed to the public (if previously undisclosed to the public) a Material Adverse Effect in respect of Tiny.

6.3 Additional Conditions Precedent to the Obligations of Tiny

Tiny is not required to complete the Transaction unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of Tiny and may only be waived, in whole or in part, by Tiny, in its sole discretion:

(1) Representations and Warranties . The representations and warranties of WeCommerce set forth in paragraph (b) [Organization and Qualification] , paragraph (c) [Authority Relative to this Agreement] , paragraph (f) [Capitalization] , paragraph (aa) [Authorizations] , and paragraph (ii) [Brokers] of Schedule “C “ were true and correct as of the date of this Agreement and are true and correct as of the Effective Time in all respects other than in the case of paragraph (f) [Capitalization] for de minimis inaccuracies, and all other representations and warranties of WeCommerce set forth in this Agreement were true and correct as of the date of this Agreement and are true and correct as of the Effective Time in all respects, except where any failure or failures of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of WeCommerce (disregarding any materiality or “Material Adverse Effect in respect of WeCommerce” qualification contained in any such representation and warranty for the purpose of determining whether any such failure or failures would not, individually or in the aggregate, reasonably be expected to result in such a Material Adverse Effect in respect of WeCommerce), in each case except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date, and WeCommerce has delivered a certificate confirming same to Tiny, executed by two senior officers of WeCommerce (in each case without personal liability) addressed to Tiny and dated the Effective Date.
(2) Performance of Covenants . WeCommerce has fulfilled or complied in all material respects with each of the covenants of WeCommerce contained in this Agreement to be

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fulfilled or complied with by it on or prior to the Effective Time, and has delivered a certificate confirming same to Tiny, executed by two senior officers of WeCommerce (in each case without personal liability) addressed to Tiny and dated the Effective Date.

(3) WeCommerce Material Adverse Effect . Since the date of this Agreement, there shall have not occurred or have been disclosed to the public (if previously undisclosed to the public) a Material Adverse Effect in respect of WeCommerce.

6.4 Satisfaction of Conditions

The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 will be conclusively deemed to have been satisfied, waived or released at the Effective Time.

6.5 Frustration of Conditions

Neither WeCommerce nor Tiny may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as applicable, to be satisfied if such failure was caused by such Party’s breach in any material respect of any provision of this Agreement or failure in any material respect to use the standard of efforts required from such Party to consummate the transactions contemplated hereby.

ARTICLE 7 TERM AND TERMINATION

7.1 Term

This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

7.2 Termination

(1) This Agreement may be terminated prior to the Effective Time (notwithstanding any approval of this Agreement or the Transaction Resolution by WeCommerce Shareholders) by:
(a) the mutual written agreement of the Parties; or
(b) either WeCommerce or Tiny:
- (i) if the Required Shareholder Approval is not obtained at the WeCommerce Meeting; provided that a Party may not terminate this Agreement pursuant to this Section 7.2(1)(b)(i) if the failure to obtain the Required Shareholder Approval has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement;
- (ii) if, after the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Transaction

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illegal or otherwise permanently prohibits or enjoins WeCommerce or Tiny from consummating the Transaction, and such Law has, if applicable, become final and non-appealable, provided the Party seeking to terminate this Agreement pursuant to this Section 7.2(1)(b)(ii) has used its commercially reasonable efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Transaction; or

(iii) if the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(1)(b)(iii) if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement; or
(c) WeCommerce if:
(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Tiny under this Agreement occurs that would cause any condition in Section 6.3(1) [Tiny Representations and Warranties Condition] or Section 6.3(2) [Tiny Covenants Condition] not to be satisfied, and such breach or failure is incapable of being cured or is not cured on or prior to the Outside Date in accordance with the terms of Section 4.8(3); provided that WeCommerce is not then in breach of this Agreement so as to directly or indirectly cause any condition in Section 6.2(1) [WeCommerce Representations and Warranties Condition] or Section 6.2(2) [WeCommerce Covenants Condition] not to be satisfied;
(ii) prior to obtaining the Required Shareholder Approval, the WeCommerce Board makes a Change in Recommendation or WeCommerce enters into a written agreement (other than a confidentiality agreement permitted by and in accordance with Section 5.3 with respect to a Superior Proposal in accordance with Section 5.3, provided WeCommerce is then in compliance with Article 5, in all material respects; or
(iii) since the date of this Agreement, there has occurred and is continuing a Material Adverse Effect in respect of Tiny, which is incapable of being cured on or prior to the Outside Date;
(d) Tiny if:
(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of WeCommerce under this Agreement occurs that would cause any condition in Section 6.2(1) [WeCommerce Representations and Warranties Condition] or Section 6.2(2) [WeCommerce Covenants Condition] not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is

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not cured in accordance with the terms of Section 4.8(3); provided that Tiny is not then in breach of this Agreement so as to directly or indirectly cause any condition in Section 6.3(1) [Tiny Representations and Warranties Condition] or Section 6.3(2) [Tiny Covenants Condition] not to be satisfied;

(ii) the WeCommerce Board or the WeCommerce Special Committee (A) fails to unanimously recommend or withdraws, amends, modifies or qualifies, or publicly proposes or states an intention to withdraw, amend, modify or qualify, in a manner adverse to Tiny, the WeCommerce Board Recommendation, (B) accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend or takes no position or a neutral position, in each case with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for more than five Business Days (or beyond the third Business Day prior to the date of the WeCommerce Meeting, if sooner), (C) enters into (other than a confidentiality agreement permitted by and in accordance with Section 5.3 ) or publicly proposes to enter into, any agreement, letter of intent, or Contract in respect of an Acquisition Proposal; (D) fails to publicly reaffirm the WeCommerce Board Recommendation (without qualification) within five Business Days after having been requested in writing by Tiny to do so acting reasonably (collectively, a “ Change in Recommendation ”), or (E) WeCommerce breaches Article 5 in any material respect; or
(iii) since the date of this Agreement, there has occurred and is continuing a Material Adverse Effect in respect of WeCommerce, which is incapable of being cured on or prior to the Outside Date.
(2) Subject to Section 4.8(3), the Party desiring to terminate this Agreement pursuant to this Section 7.2 (other than pursuant to Section 7.2(1)(a)) shall give written notice of such termination to the other Party, specifying in reasonable detail the basis for such Party’s exercise of its termination right.

7.3 Effect of Termination/Survival

If this Agreement is terminated pursuant to Section 7.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except: (a) in respect of any breach of this Agreement arising prior to such termination, and (b) that the provisions of Section 4.3(5)(f) [Confidentiality] , Article 7 [Termination] and Article 8 [General] shall survive such termination and continue in full force and effect.

ARTICLE 8 GENERAL PROVISIONS

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8.1 Amendments

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This Agreement may, at any time and from time to time before or after the holding of the WeCommerce Meeting but not later than the Effective Time, be amended, subject to applicable Law, by mutual written agreement of the Parties, and any such amendment may, without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;
(b) modify or waive any inaccuracies in any representation or warranty contained in this Agreement or in any document delivered pursuant to this Agreement;
(c) waive compliance with or modify any of the covenants contained in this Agreement and waive or modify performance of any of the obligations of the Parties; and/or
(d) waive compliance with or modify any mutual conditions contained in this Agreement.

8.2 Expenses

Except as otherwise expressly provided in this Agreement, all out-of-pocket third party transaction expenses incurred in connection with this Agreement and the transactions contemplated hereunder shall be paid by the Party incurring such expenses, whether or not the Transaction is consummated.

8.3 Disclosed Personal Data

(1) The Parties confirm that the Personal Data disclosed in connection with this Agreement (the “ Disclosed Personal Data ”) is necessary for the purposes of determining if the Parties shall proceed with the transactions contemplated by this Agreement. The Parties shall not use or disclose the Disclosed Personal Data for any purposes other than those related to determining if it shall proceed with the transactions contemplated by this Agreement, the performance of this Agreement, or the consummation of the transactions contemplated by this Agreement. WeCommerce shall protect the confidentiality of all Disclosed Personal Data in a manner consistent with security safeguards appropriate to the sensitivity of the information. Each Party shall comply with applicable Privacy and Information Security Requirements in the course of collecting, using and disclosing Disclosed Personal Data. The Parties shall not disclose Disclosed Personal Data to any Person other than to its respective advisors who are evaluating and advising on the transactions contemplated by this Agreement.
(2) If the Parties complete the transactions contemplated by this Agreement, the Parties, following the Effective Date:
(a) shall not use or disclose the Disclosed Personal Data for any purposes other than the carrying on of the business (with use or disclosure of the Disclosed Personal Data being restricted to those purposes for which the information was initially collected or for which additional consent was or is obtained) or as otherwise permitted or required by applicable laws;

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(b) shall protect the confidentiality of all Disclosed Personal Data in a manner consistent with security safeguards appropriate to the sensitivity of the information; and
(c) shall give effect to any withdrawal of consent with respect to the Disclosed Personal Data.
(3) If this Agreement shall be terminated, each Party shall securely destroy the Disclosed Personal Data within a reasonable period of time, or promptly deliver to the other Party all Disclosed Personal Data regarding such first Party in its possession or in the possession of any of its advisors, including all copies, reproductions, summaries or extracts thereof, except, unless prohibited by applicable Law, for electronic backup copies made automatically in accordance with each Party’s usual backup procedures.

8.4 Notices

Any notice or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or email and addressed:

(a) to WeCommerce at:

WeCommerce Holdings Ltd. 329 Howe Street, PMB 2066, Vancouver, British Columbia V6C 3N2

Attention: Tim McElvaine Email: [email protected]

with a copy (which shall not constitute notice) to:

Osler, Hoskin & Harcourt LLP 1055 West Hastings Street Suite 1700 Vancouver, BC V6E 2E9

Attention: Trevor Scott Email: [email protected]

(b) to Tiny at:

Tiny Capital Ltd. #400-1152 Mainland St. Vancouver, British Columbia, Canada V6B 4X2 Attention: Ampere Chan, CFO Email: [email protected]

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with a copy (which shall not constitute notice) to:

Fasken Martineau DuMoulin LLP Suite 2900 – 550 Burrard Street Vancouver, British Columbia, Canada V6C 0A3

Attention: Steve Saville Email: [email protected]

Any notice or other communication is deemed to be given and received (i) if sent by personal delivery, same day courier or email, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day or (ii) if sent by overnight courier, on the next Business Day. A Party may change its address for service from time to time by providing a notice in accordance with the foregoing. Any subsequent notice or other communication must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a notice will be assumed not to be changed. Sending a copy of a notice or other communication to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party.

8.5 Time of the Essence

Time is of the essence in this Agreement.

8.6 Injunctive Relief

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not performed by a Party in accordance with their specific terms or were otherwise breached by a Party. It is accordingly agreed that each Party shall be entitled to specific performance, injunctive and other equitable relief to prevent breaches of this Agreement, and to enforce compliance with the terms of this Agreement against the other Party without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which a Party may be entitled at Law or in equity.

8.7 Third Party Beneficiaries

The Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

8.8 Waiver

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No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

8.9 Entire Agreement

This Agreement, including the Schedules hereto, the Tiny Disclosure Letter, the WeCommerce Disclosure Letter and the Confidentiality Agreement constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

8.10 Successors and Assigns

(1) This Agreement becomes effective only when executed by Tiny and WeCommerce. After that time, it will be binding upon and enure to the benefit of Tiny and WeCommerce and their respective successors and permitted assigns.
(2) Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Party.

8.11 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

8.12 Governing Law

(1) This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
(2) Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the British Columbia courts situated in the City of Vancouver and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

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8.13 Rules of Construction

The Parties to this Agreement waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the Party drafting such agreement or other document.

8.14 No Liability

No director or officer of WeCommerce or any of its affiliates shall have any personal liability whatsoever to Tiny under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of WeCommerce. No director or officer of Tiny or any of its affiliates shall have any personal liability whatsoever to WeCommerce under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of Tiny or any of its affiliates.

8.15 Language

The Parties expressly acknowledge that they have requested that this Agreement and all ancillary and related documents thereto be drafted in the English language only. Les parties aux présentes reconnaissent avoir exigé que la présente entente et tous les documents qui y sont accessoires soient rédigés en anglais seulement.

8.16 Counterparts

This Agreement may be executed in any number of counterparts (including counterparts by electronic transmission) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF the Parties have executed this Amalgamation Agreement.

WECOMMERCE HOLDINGS LTD.

By: (signed) “Tim McElvaine” Name: Tim McElvaine Title: Director

TINY CAPITAL LTD.

By: (signed) “Andrew Wilkinson” Name: Andrew Wilkinson Title: Director

1396773 B.C. LTD.

By: (signed) “Tim McElvaine” Name: Tim McElvaine Title: Director

[Signature Page to Amalgamation Agreement]

308496.00002/97570625.5

A-1

SCHEDULE “A” NAMES AND ADDRESSES OF TINY SHAREHOLDERS

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----- Start of picture text -----

Name and Address of Shareholder
400 - 1152 Mainland St
Vancouver, BC V6B 4X2
400 - 1152 Mainland St
Vancouver, BC V6B 4X2
400 - 1152 Mainland St
Vancouver, BC V6B 4X2
400 - 1152 Mainland St
Vancouver, BC V6B 4X2
443 Oswego Street
Victoria, BC V8V 2B8
4673, 9th Avenue West
Vancouver, BC V6R 2E3
1001 Prospect Avenue
North Vancouver, BC V7R 2M5
10 - 1950 Cultra Ave
Saanichton, BC V8M 1Y9
----- End of picture text -----

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B-1

SCHEDULE “B” REPRESENTATIONS AND WARRANTIES OF TINY

(a) Organization and Qualification. Tiny and each of its Subsidiaries is a legal entity duly incorporated, formed or continued, as the case may be, and organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of incorporation, formation or continuance, as the case may be, and has all necessary corporate power and capacity to own its property and assets as now owned and to carry on its business as it is presently being conducted. Tiny and each of its Subsidiaries is duly registered, qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business makes such registration, qualification or licensing necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect. Tiny has made available to WeCommerce complete and correct copies of the Constating Documents of Tiny and all of its Material Subsidiaries. Copies of such Constating Documents are accurate and complete and have not been amended or superseded and no steps or proceedings have been taken or are pending or contemplated to amend, supplement or cancel such Constating Documents. Neither Tiny nor any of its Material Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Constating Documents. The Material Subsidiaries are the only Subsidiaries of Tiny that do not meet the Material Subsidiary Threshold.
(b) Authority Relative to this Agreement. Tiny has all necessary corporate power and capacity to enter into this Agreement and all other agreements and instruments to be executed by Tiny as contemplated by this Agreement, and to perform its obligations hereunder and under such agreements and instruments. The execution and delivery of this Agreement by Tiny and the performance by Tiny of its obligations under this Agreement have been duly authorized by the Tiny Board and no other corporate proceedings on its part are necessary to authorize this Agreement or the Transaction . This Agreement has been duly executed and delivered by Tiny, and constitutes a legal, valid and binding obligation of Tiny, enforceable against Tiny in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws of general application relating to or affecting rights of creditors and to general equity principles.
(c) No Violation. Neither the authorization, execution, delivery and performance of this Agreement by Tiny nor the completion of the transactions contemplated by this Agreement or the Transaction will result in a violation or breach of, constitute a default (or an event which, with notice or lapse of time or both, would become a default), require any consent or approval to be obtained or notice to be given under, or give rise to any third party right of termination, cancellation, suspension, acceleration, penalty or payment obligation or right to purchase or sale under, any provision of:

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B-2

(i) the Constating Documents of Tiny or any of its Subsidiaries;
(ii) except as set forth in Schedule 3.1(1)(c)(ii) of the Tiny Disclosure Letter, any material Authorization or Material Contract to which Tiny or any of its Material Subsidiaries is a party or by which Tiny or any of its Material Subsidiaries or its or any of their respective properties or assets are bound; or
(iii) any Laws (assuming compliance with the matters referred to in paragraph (f) below), regulation, order, judgment or decree applicable to Tiny or any of its Subsidiaries or any of their respective properties or assets;

except (A) in the case of clause (ii) above, for such breaches, defaults, consents, approvals, terminations, cancellations, suspensions, accelerations, penalties, payment obligations or rights which would not, individually or in the aggregate, be material to Tiny and its Subsidiaries, taken as a whole and (B) in the case of clause (iii), for any violation, default or breach thereof which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(d) Governmental Approvals. The execution, delivery and performance by Tiny of this Agreement and the consummation by Tiny of the Transaction requires no consent, waiver or approval or any action by or in respect of, or filing with, or notification to, any Governmental Entity other than: (i) compliance with any applicable Securities Laws and stock exchange rules and regulations; and (ii) any actions, filings or notifications the absence of or failure to comply with which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(e) Capitalization.
(i) The authorized share structure of Tiny consists of: (i) an unlimited number of Class “A” Common Voting shares in the capital of Tiny, of which 1,787,335 are issued and outstanding; (ii) an unlimited number of Class “B” Common Non-Voting shares in the capital of Tiny, none of which are issued and outstanding; (iii) an unlimited number of Class “C” Common NonVoting shares in the capital of Tiny, none of which are issued and outstanding; (iv) an unlimited number of Class “D” Common Non-Voting shares in the capital of Tiny, none of which are issued and outstanding; (v) an unlimited number of Class “A” Preferred shares in the capital of Tiny, none of which are issued and outstanding; and (vi) an unlimited number of Class “B” Preferred shares in the capital of Tiny, none of which are issued and outstanding.
(ii) Except as disclosed in Schedule 3.1(1)(e)(ii) of the Tiny Disclosure Letter, all of the outstanding Tiny Shares in the capital of Tiny are duly authorized, validly issued, fully paid, and non-assessable, and are not and will not be subject to, or issued in violation of, any pre-emptive rights. All Tiny Shares

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B-3

issuable upon vesting of the Tiny RSUs to be granted by Tiny prior to the Effective Date will be duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable, and are not and will not be subject to, or issued in violation of, any pre-emptive rights. All securities of Tiny have been issued in compliance with all applicable Laws and Securities Laws.

(iii) Except as disclosed in Schedule 3.1(1)(e)(iii) of the Tiny Disclosure Letter, there are no securities, options, warrants, stock appreciation rights, restricted stock units, conversion privileges calls, entitlements or other rights, agreements, arrangements subscriptions, rights, entitlements, understandings or commitments (pre-emptive, contingent or otherwise) of any character whatsoever to which Tiny or any of its Material Subsidiaries is a party or by which any of Tiny or its Material Subsidiaries may be bound, obligating or which may obligate Tiny or any of its Material Subsidiaries to issue, grant, deliver, extend, or enter into any such security, option, warrant, stock appreciation right, restricted stock unit, conversion privilege capital stock, equity interest or other right, agreement, arrangement or commitment.
(iv) There are no securities of Tiny or of any of its Material Subsidiaries outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the holders of the outstanding Tiny Shares on any matter. Except as disclosed in Schedule 3.1(1)(e)(iv) of the Tiny Disclosure Letter, there are no outstanding contractual or other obligations of Tiny or any Material Subsidiary to repurchase, redeem or otherwise acquire any of their respective securities or with respect to the voting or disposition of any outstanding securities of any of their respective subsidiaries. There are no outstanding bonds, debentures or other evidences of indebtedness of Tiny or any of its Material Subsidiaries having the right to vote with the holders of the outstanding Tiny Shares on any matters.
(f) Ownership of Subsidiaries. Schedule 3.1(1)(f) of the Tiny Disclosure Letter includes complete and accurate lists of all Subsidiaries owned, directly or indirectly, by Tiny, each of which is wholly-owned by Tiny except as disclosed in Schedule 3.1(1)(f) of the Tiny Disclosure Letter. All of the issued and outstanding shares and other ownership interests in the Subsidiaries of Tiny are duly authorized, validly issued, fully paid and, where the concept exists, non-assessable, and all such shares and other ownership interests held directly or indirectly by Tiny are legally and beneficially owned free and clear of all Liens (other than Permitted Liens) and except as disclosed in Schedule 3.1(1)(f) of the Tiny Disclosure Letter, there are no outstanding options, warrants, rights, entitlements, understandings or commitments (preemptive, contingent or otherwise) or outstanding contractual or other obligations of Tiny or any Material Subsidiary regarding the right to purchase or acquire, or securities convertible into or exchangeable for, any such shares or other ownership interests of any of the Material Subsidiaries. Except as disclosed in

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B-4

Schedule 3.1(1)(f) of the Tiny Disclosure Letter, there are no Contracts, commitments, understandings or restrictions which require any Material Subsidiaries of Tiny to issue, sell or deliver any shares or other ownership interests, or any securities or obligations convertible into or exchangeable for, any shares or other ownership interests. Except for ownership of the equity interests in the Material Subsidiaries listed on Schedule 3.1(1)(f) of the Tiny Disclosure Letter, Tiny, directly or indirectly through any of its Material Subsidiaries or otherwise, does not own any equity interest of any kind in any other Person with a book value in excess of $2,000,000.

(g) Financial Statements. The consolidated annual audited financial statements of Tiny as at and for the fiscal year ended December 31, 2021 (including the notes thereto) (the “ Tiny Financial Statements ”) of which a true and complete copy has been included in the Tiny Data Room were prepared in accordance with IFRS consistently applied (except as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Tiny’s independent auditors) and present fairly, in all material respects, the consolidated financial position, financial performance and cash flows of Tiny for the dates and periods indicated therein and reflect reserves required by IFRS in respect of all material contingent liabilities, if any, of Tiny on a consolidated basis. Except as set forth in Schedule 3.1(1)(g) of the Tiny Disclosure Letter, there are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of Tiny or any of its Material Subsidiaries with unconsolidated entities or other Persons. There has been no material change in Tiny’s accounting policies, except as described in the Tiny Financial Statements, since December 31, 2021.
(h) Independent Auditors. Tiny’s current auditors are independent with respect to Tiny within the meaning of the rules of professional conduct applicable to auditors in Canada.
(i) Books and Records; Disclosure. Except as set forth in Schedule 3.1(1)(i), the financial books, records and accounts of Tiny and its Material Subsidiaries: (i) have been maintained, in all material respects, in accordance with applicable Laws and IFRS; (ii) are stated in reasonable detail and accurately and fairly reflect all transactions, acquisitions and dispositions of the assets of Tiny and its Material Subsidiaries in all material respects; and (iii) are consistent with the Tiny Financial Statements.
(j) Minute Books. The corporate minute books of Tiny and its Material Subsidiaries contain minutes of all material meetings and material resolutions of their respective boards of directors and committees of their respective board of directors, other than those portions of minutes of meetings reflecting discussions of the Transaction, and shareholders, held according to applicable Laws and are complete and accurate in all material respects.

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(k) Shareholders’ and Similar Agreement. Except as disclosed in Schedule 3.1(1)(k) of the Tiny Disclosure Letter, Tiny is not a party to any shareholder, pooling, voting or other similar arrangement or agreement relating to the ownership or voting of any of the securities of Tiny and has not adopted a shareholders rights plan or any other similar plan or agreement.
(l) No Undisclosed Liabilities. Except as disclosed in Schedule 3.1(1)(l) of the Tiny Disclosure Letter or the Tiny Financial Statements, Tiny and its Material Subsidiaries have no outstanding material indebtedness, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, except for (a) liabilities and obligations that are specifically presented on the audited balance sheet of Tiny as of December 31, 2021 (the "Tiny Balance Sheet ") or disclosed in the notes thereto, (b) liabilities and obligations incurred in the ordinary course since December 31, 2021, that are not and would not, individually or in the aggregate with all other liabilities and obligations of Tiny and its Material Subsidiaries (other than those disclosed on the Tiny Balance Sheet and/or in the notes to the Tiny Financial Statements), have a Material Adverse Effect on Tiny and its Material Subsidiaries, or, as a consequence of the consummation of the Transaction, have a Material Adverse Effect on Tiny and its Material Subsidiaries or (c) expenses incurred in connection with the Transaction.
(m) HappyFunCorp, LLC. To the knowledge of Tiny, the representations and warranties of the HappyFunCorp Vendors as defined in the HappyFunCorp Transaction Agreement are true and correct in all material respects and Tiny has no knowledge of any rights or claims to indemnification that are or may be available to Beam Digital Ltd. under the HappyFun Corp. Transaction Agreement. Since the acquisition of HappyFunCorp, LLC by Beam Digital Ltd., there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HappyFunCorp, LLC or on Tiny and its Subsidiaries, taken as a whole.
(n) Non-Material Subsidiaries. The Non-Material Subsidiaries do not have any indebtedness, claims, liabilities or obligations for which Tiny and its Material Subsidiaries may be responsible or liable for where such indebtedness, claims, liabilities or obligations could (i) be considered to be material to, or (ii) reasonably be expected to have a Material Adverse Effect on, Tiny and its Material Subsidiaries, taken as a whole.
(o) No Material Change. Since December 31, 2021, except as set forth in Schedule 3.1(1)(o) of the Tiny Disclosure Letter or as expressly contemplated by this Agreement:

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(i) Tiny and its Material Subsidiaries have conducted their business only in the Ordinary Course, excluding conduct relating to the proposed Transaction or conduct that would not be material to Tiny and its Material Subsidiaries, taken as a whole;
(ii) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Tiny or its Material Subsidiaries, taken as a whole;
(iii) there has not been any acquisition or sale by Tiny or its Material Subsidiaries of any property or assets that are material to Tiny and its Material Subsidiaries, taken as a whole;
(iv) there has not been any incurrence, assumption or guarantee by Tiny or its Material Subsidiaries of any debt for borrowed money, any creation or assumption by Tiny or its Material Subsidiaries of any Lien (other than Permitted Liens) on any asset or any making by Tiny or its Material Subsidiaries of any loan, advance or capital contribution to or investment in any other Person, except (i) as disclosed in the Tiny Financial Statements, (ii) as between Tiny and any wholly-owned Material Subsidiary or between two or more wholly-owned Material Subsidiaries, or (iii) as are not material to Tiny and its Material Subsidiaries, taken as a whole;
(v) there has been no dividend or distribution of any kind declared, paid or made by Tiny on any Tiny Shares;
(vi) there has not been any entering into, or amendment of any material terms of, any Tiny Material Contract, other than in the Ordinary Course;
(vii) there has not occurred any default or event of default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any debt of Tiny or any of its Material Subsidiaries (or the payment of which is guaranteed by Tiny or any of its Material Subsidiaries);
(viii) taken any action to make, change or rescind any tax election, amend any Tax Return or take any position on any Tax Return, taken any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset or attribute of Tiny or any of its Material Subsidiaries; and
(ix) there has not been any satisfaction or settlement of any claims or liabilities that were not reflected in the Tiny Financial Statements, except as are not material to Tiny and its Material Subsidiaries, taken as a whole.
(p) Litigation. There is no claim, action, suit, grievance, complaint, proceeding, arbitration, charge, audit, indictment or investigation that is pending or has been

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commenced or, to the knowledge of Tiny, is threatened, affecting Tiny or its Material Subsidiaries or affecting any of their property or assets (whether owned or leased) at law or in equity that, in each case, are material to Tiny and its Material Subsidiaries, taken as a whole. To the knowledge of Tiny, neither Tiny, its Material Subsidiaries nor any of their respective assets or properties are subject to any outstanding judgment, order, writ, injunction or decree material to Tiny and its Material Subsidiaries, taken as a whole.

(q) Taxes. Except as set forth in Schedule 3.1(1)(q) of the Tiny Disclosure Letter:
(i) Tiny and each of its Material Subsidiaries has duly and timely filed all material Tax Returns required by Law to be filed prior to the date hereof with the appropriate Governmental Entities and all such Tax Returns are true and correct in all material respects.
(ii) Tiny and each of its Material Subsidiaries has duly and timely paid all material Taxes, including all instalments on account of Taxes for the current year that are due and payable by it whether or not assessed by the appropriate Governmental Entities.
(iii) Tiny has provided adequate accruals in accordance with IFRS in the most recently published Tiny Financial Statements for any unpaid Taxes of Tiny and its Material Subsidiaries, and no material liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed or proposed to be assessed for the periods covered by such Tiny Financial Statements.
(iv) Tiny and each of its Material Subsidiaries has in all material respects duly and timely collected all material Taxes (including goods and services, harmonized sales and provincial or territorial sales taxes and state and local taxes) required to be collected and has duly paid and remitted the same to the appropriate Governmental Entity.
(v) There are no proceedings, investigations, audits or claims now pending against Tiny or its Material Subsidiaries in respect of any Taxes, no Governmental Entity has asserted in writing, or to the knowledge of Tiny, has threatened to assert against Tiny or any its Material Subsidiaries any deficiency or claim for Taxes, interest thereon or penalties in connection therewith, and no action or proceeding for assessment or collection of any amount of Taxes has been taken, asserted or to the knowledge of Tiny, threatened, against Tiny or any of its Material Subsidiaries.
(vi) There are no outstanding agreements, arrangements, waivers or objections extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of Taxes or the filing of any Tax Return by Tiny or any of its Material Subsidiaries, or the payment of any Taxes by, Tiny or any of its Material Subsidiaries, and neither Tiny nor any

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of its Material Subsidiaries has requested or offered to enter into any such agreement, arrangement, waiver or objections.

(vii) Neither Tiny nor any of its Material Subsidiaries has made, prepared and/or filed any elections, designations or similar filings relating to material Taxes or entered into any agreement or other arrangement with a Governmental Entity in respect of material Taxes or Tax Returns that has effect for any period ending after the Effective Date.
(viii) To the knowledge of Tiny, there are no Liens for Taxes upon any property or assets of Tiny and its Material Subsidiaries (whether owned or leased), except Permitted Liens and Liens for current Taxes not yet due.
(ix) Neither Tiny nor any of its Material Subsidiaries is a party to any agreement, understanding, or arrangement relating to allocating or sharing any amount of Taxes (except commercial contracts entered into in Ordinary Course containing standard tax indemnity provisions).
(x) Tiny and each of its Material Subsidiaries has duly and timely withheld from any amount paid or credited by it to or for the account or benefit of any Person, including any employees, officers, directors and any nonresident Person, the amount of all Taxes and other deductions required by any Laws to be withheld from any such amount and has duly and timely remitted the same to the appropriate Governmental Entity.
(xi) For the purposes of the Tax Act, Tiny and each of its Material Subsidiaries is a body corporate and is resident in Canada.
(xii) At no time in the 60-month period preceding the Effective Date, has more than 50% of the fair market value of the shares of Tiny been derived directly or indirectly from one or any combination of (i) real or immoveable property situated in Canada, (ii) "Canadian resource property" within the meaning of the Tax Act, (iii) "timber resource property" within the meaning of the Tax Act or (iv) options in respect of, or interests in, or for civil law rights in, property described in (i) to (iii) above, whether or not the property exists.
(xiii) Tiny and each of its Material Subsidiaries that is so required to be registered are duly registered under subdivision (d) of Division V of Part IX of the Excise Tax Act (Canada) with respect to goods and services tax and harmonized sales tax, and under any applicable provincial, territorial or foreign sales tax legislation.
(xiv) Neither Tiny nor any of its Material Subsidiaries has received any notice or inquiry in writing from any Governmental Entity outside of the country in which such entity was formed, to the effect that such entity is subject to net basis taxation or is resident or domiciled for Tax purposes in any country

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other than the country in which Tiny or its Material Subsidiary, as applicable, was formed.

(xv) Tiny and each of its Material Subsidiaries are, and have been at all relevant times, in material compliance with all applicable transfer pricing Laws, including contemporaneous documents and disclosure requirements thereunder.
(xvi) Neither Tiny nor any of its Material Subsidiaries has acquired property from a non-arm’s length Person, within the meaning of the Tax Act, for consideration the value of which is less than the fair market value of the property acquired in circumstances which could subject it to a liability under section 160 of the Tax Act.
(xvii) None of sections 78, 80, 80.01, 80.02, 80.03 or 80.04 of the Tax Act, or any equivalent provision of the Tax legislation of any province or any other jurisdiction, have applied or will apply to Tiny or any of its Material Subsidiaries at any time up to and including the Effective Date.
(r) Data Privacy and Security. Except as would not, individually or in the aggregate, result in a Material Adverse Effect and except as set forth in Schedule 3.1(1)(r) of the Tiny Disclosure Letter, (i) Tiny and each of its Material Subsidiaries is and has been, conducting its business in compliance with all applicable Laws governing privacy and the protection of personally identifiable information (“ PII ”), (ii) Tiny and each of its Material Subsidiaries has a written privacy policy which governs the collection, use and disclosure of PII, and Tiny and each of its Material Subsidiaries is in compliance in all material respects with such policy, (iii) there have not been, to the knowledge of Tiny, any (a) losses or thefts of, or security breaches relating to, PII in the possession, custody or control of Tiny; (b) unauthorized access or unauthorized use of any such PII; and (c) improper disclosure of any PII in the possession, custody or control of Tiny or any Person acting on its behalf, and (iv) to the knowledge of Tiny, as of the date hereof, none of Tiny and its Material Subsidiaries is under investigation by any Governmental Entity for a violation of any applicable privacy Laws.

(s) Real Property

(i) Schedule 3.1(1)(s)(i) of the Tiny Disclosure Letter sets forth a complete list of the Tiny Owned Real Properties in each case by reference to the owner, municipal address and legal description.
(ii) Tiny or the named Material Subsidiary, as the case may be, is the legal and beneficial owner of the Tiny Owned Real Property in fee simple, with good and marketable title thereto, free and clear of all Liens other than Permitted Liens.
(iii) There are no Contracts which affect or relate to the title to, or ownership, operation or management of, the Tiny Owned Real Property.

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(iv) The Tiny Owned Real Property, including without limitation, the mechanical systems, HVAC systems, plumbing, electrical, security, utility and sprinkler systems, are in reasonable, working condition, subject only to normal, scheduled maintenance, are reasonably sufficient for the operation thereof for their current use, and, to Tiny’s knowledge, there are no material structural or other physical defect or deficiency in the condition of such improvements, and to Tiny’s knowledge, there are no facts or conditions that would, individually or in the aggregate, interfere in any material respect with the use or occupancy of such Tiny Owned Real Property in the operation of the business of Tiny and its Material Subsidiaries as currently conducted thereon. Neither the use nor occupancy thereof violates in any way any applicable Laws, licenses, certificates, permits, covenants, conditions or restrictions, whether provincial, local or private, and Tiny or its Material Subsidiaries has received all required permits, certificates, licenses, authorizations and approvals under Law in connection with the use and occupancy thereof.
(v) The Tiny Owned Real Property is adequately serviced by utilities (or well water with adequate septic systems, if any) having adequate capacities for the normal operations of Tiny’s and its Material Subsidiaries’ facilities.
(t) Leased Property
(i) Each property currently leased or subleased by Tiny or its Material Subsidiaries from a third party (together with the improvements included therewith or therein or located thereon, and all easements and other rights and interests in real property appurtenant thereto and all rights and privileges under the leases related thereto, collectively, the " Tiny Leased Real Properties ") is listed in Schedule 3.1(1)(t)(i) of the Tiny Disclosure Letter, identifying the documents under which such leasehold interests are held (all written or oral leases, subleases, licenses, concessions and other agreements, including all amendments, modifications, extensions, renewals, guaranties, and other agreements with respect thereto, collectively, the " Tiny Lease Documents "). Tiny or its Material Subsidiaries, as applicable, holds good and valid leasehold interests in the Tiny Leased Real Properties, free and clear of all Liens on the leasehold interest other than Permitted Liens. Each of the Tiny Lease Documents is valid, binding and in full force and effect as against Tiny and its Material Subsidiaries, as applicable, and to the knowledge of Tiny, as against the other parties thereto. Neither Tiny, its Material Subsidiaries nor, to the knowledge of Tiny, any of the other parties to the Tiny Lease Documents, is in material breach or violation or default (in each case, with or without notice or lapse of time or both) under any of the Tiny Lease Documents which breach, violation or default has not been cured, Tiny and its Material Subsidiaries has not received or given any notice of default under any such agreement which remains uncured, and to the knowledge of Tiny, no event has occurred which with the giving of notice or passage of time, or both,

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would constitute a breach or default under any Tiny Lease Documents. There are no current material disputes with respect to such Tiny Lease Documents. No security deposit or portion thereof deposited with respect to any Tiny Lease Documents has been applied in respect of a breach or default thereunder which has not been redeposited in full. Except as disclosed in the Tiny Disclosure Letter, neither Tiny nor its Material Subsidiaries owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Tiny Lease Documents. Neither Tiny nor its Material Subsidiaries has subleased, licensed or otherwise granted any other party the right to use or occupy any Tiny Leased Real Properties or any portion thereof, and there are no Persons other than Tiny or its Material Subsidiaries occupying or holding valid rights to occupy the Tiny Leased Real Properties. Neither Tiny nor its Material Subsidiaries has collaterally assigned or granted any security interest in any Tiny Lease Documents or any interest therein.

(ii) The Tiny Leased Real Properties, including without limitation, the mechanical systems, HVAC systems, plumbing, electrical, security, utility and sprinkler systems, are in reasonable, working condition, subject only to normal, scheduled maintenance, are reasonably sufficient for the operation thereof for their current use, and, to Tiny’s knowledge, there are no material structural or other physical defect or deficiency in the condition of such improvements, and to Tiny’s knowledge, there are no facts or conditions that would, individually or in the aggregate, interfere in any material respect with the use or occupancy of such Tiny Leased Real Properties in the operation of the business of Tiny and its Material Subsidiaries as currently conducted thereon. Neither the use nor occupancy thereof violates in any way any applicable Laws, licenses, certificates, permits, covenants, conditions or restrictions, whether provincial, state, local or private, and Tiny or its Material Subsidiaries has received all required permits, certificates, licenses, authorizations and approvals under Law in connection with the use and occupancy thereof.
(iii) Tiny and each of its Material Subsidiaries has good and valid title to, or a valid and enforceable leasehold interest in, all of its and their respective other material assets and property not listed above in paragraph (i) and Tiny’s and its Material Subsidiaries’ ownership of or leasehold interest in any such property is not subject to any Liens, except for Permitted Liens.
(iv) The Tiny Leased Real Properties are adequately serviced by utilities (or well water with adequate septic systems, if any) having adequate capacities for the normal operations of Tiny’s and its Material Subsidiaries’ facilities. The Tiny Leased Real Properties constitute all of the real property leased, subleased, licensed or otherwise used or occupied by Tiny and its Material Subsidiaries or otherwise used in connection with the business of Tiny other than Tiny Owned Real Property.

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(u) Title to Assets. Tiny and its Material Subsidiaries have valid, good and marketable title to all personal or movable property owned by them, that is material to the business of Tiny and its Material Subsidiaries, in each case free and clear of all Liens, other than Permitted Liens, except for (i) Liens as do not materially interfere with the use made and proposed to be made of such property by Tiny and its Material Subsidiaries and (ii) Liens for the payment of federal, provincial, state or other taxes, for which appropriate reserves have been made therefor and the payment of which is neither delinquent nor subject to penalties.
(v) Sufficiency of Assets. The assets and property owned, leased or licensed by Tiny and its Material Subsidiaries are sufficient, in all material respects, for conducting the business, as currently conducted, of Tiny.
(w) Material Contracts. With respect to the Tiny Material Contracts:
(i) Schedule 3.1(1)(w)(i) of the Tiny Disclosure Letter includes a complete and accurate list of all Tiny Material Contracts that are currently in force. Tiny has made available to WeCommerce for inspection true and complete copies of all such Tiny Material Contracts.
(ii) Except as would not individually or in the aggregate reasonably be expected to be material to Tiny, each Tiny Material Contract is in full force and effect, and Tiny or one of its Material Subsidiaries is entitled to all rights and benefits thereunder in accordance with the terms thereof. Tiny or its applicable Material Subsidiaries has not waived any material rights under a Tiny Material Contract and no material default or breach exists in respect thereof on the part of Tiny or its applicable Material Subsidiaries, or to the knowledge of Tiny, on the part of any other party thereto, and, to the knowledge of Tiny, no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a default or breach or trigger a right of termination of any of such Tiny Material Contracts.
(iii) All of the Tiny Material Contracts are valid and binding obligations of Tiny or one of its Material Subsidiaries, as the case may be, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.
(iv) As at the date hereof, neither Tiny nor any of its Material Subsidiaries has received written notice that any party to a Tiny Material Contract, intends to cancel, terminate or otherwise modify or not renew such Tiny Material Contract, and to the knowledge of Tiny, no such action has been threatened.

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(v) Neither the entering into of this Agreement, nor the consummation of the Transaction will trigger any change of control or similar provisions in any of the Tiny Material Contracts that would cause a Material Adverse Effect.
(x) Restrictions on Conduct of Business. Other than as disclosed in Schedule 3.1(1)(x) of the Tiny Disclosure Letter, Tiny is not a party to or bound by any noncompetition agreement or any other agreement, obligation, judgment, injunction, order or decree which purports to: (a) limit the manner or the localities in which all or any portion of the business of Tiny is conducted; (b) other than non-solicitation and confidentiality obligations entered into in the Ordinary Course, limit any business practice of Tiny; or (c) restrict any acquisition or disposition of any property by Tiny.
(y) Authorizations.
(i) Tiny and each of its Material Subsidiaries has obtained and is in compliance with all material Authorizations required by applicable Laws, necessary to conduct its current business as now being conducted, except where the failure to obtain and be in compliance with such Authorization would not, individually or in the aggregate, have a Material Adverse Effect on Tiny and its Material Subsidiaries, taken as a whole.
(ii) All material Authorizations of Tiny and its Material Subsidiaries are in full force and effect, and, to the knowledge of Tiny, no Person has threatened to revoke, amend, suspend, cancel, modify, not renew or impose any condition in respect of, or to Tiny’s knowledge, commenced proceedings to revoke, amend, suspend, cancel, modify, not renew or impose conditions in respect of, any such material Authorization.
(iii) No material Authorizations of Tiny or any of its Material Subsidiaries will in any way be affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement or any of the other agreements contemplated hereunder or executed herewith.
(iv) To the knowledge of Tiny, there are no facts, events or circumstances that would reasonably be expected to result in a failure to obtain or failure to be in compliance with such material Authorizations as are necessary to conduct the business of Tiny and its Material Subsidiaries as it is currently being conducted.
(z) Environmental Matters. Except for any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have a Material Adverse Effect on Tiny or as disclosed to Tiny:
(i) Tiny and each of its Material Subsidiaries have, in all material respects, carried on its and their businesses and operations in compliance with all applicable Environmental Laws. Tiny and each of its Material Subsidiaries have obtained and are in compliance with all Authorizations required under

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any Environmental Laws for the operation for their businesses and there are no applications made or proceedings commenced or threatened to revoke, suspend, amend or alter any such Authorizations.

(ii) Neither Tiny nor any of its Material Subsidiaries have received any order, request or written notice from any Person alleging a violation of any Environmental Law or that Tiny or any of its Material Subsidiaries are required to carry out any work, incur any costs or assume any liabilities pursuant to any Environmental Law or pursuant to any agreements with any Governmental Entity with respect to or pursuant to Environmental Laws.
(iii) To the knowledge of Tiny, there are no Hazardous Substances or other conditions on, at, in, under or emanating from any assets or property, including the Tiny Owned Real Property, currently, or previously owned, operated, leased or used by Tiny or any of its Material Subsidiaries that could reasonably be expected to result in liability for Tiny or any of its Material Subsidiaries under any Environmental Law or otherwise adversely affect Tiny or any of its Material Subsidiaries.
(iv) There are no pending claims or, to the knowledge of Tiny, threatened claims, against Tiny or any of its Material Subsidiaries arising out of any Environmental Laws or alleging any obligation of Tiny or its Material Subsidiaries to conduct any investigation or remedial action with respect to any environmental condition.
(v) To the knowledge of Tiny, neither Tiny nor any of its Material Subsidiaries has generated, treated, stored, transported, disposed of, or arranged for the transport or disposal of any Hazardous Substances except in compliance with applicable Environmental Laws.
(vi) Neither Tiny nor any of its Material Subsidiaries is subject to any orders or agreements requiring any of them to investigate or remediate any property, or to indemnify or compensate any other entity for investigating or remediating any property.
(vii) There is no restriction on the use of any Tiny Owned Real Property or any part of the Tiny Owned Real Property or on the operation or scope of the operations of Tiny or any of the Material Subsidiaries (except as set forth in any Authorization) imposed pursuant to any Environmental Law, including any order, request or written notice from any Person pursuant to any Environmental Law.
(viii) Tiny has no knowledge of any Hazardous Substances originating from any neighbouring or adjoining properties which has migrated onto, into or under or is migrating towards any of the Tiny Owned Real Property or any other assets or Tiny or any of its Material Subsidiaries.

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(ix) Tiny has no knowledge of any Hazardous Substance originating from any of the Tiny Owned Real Property or any other assets of Tiny or any of the Material Subsidiaries which has migrated onto, or is migrating towards any other property.

(aa) Compliance with Laws.

(i) Tiny and each of its Material Subsidiaries have complied with and are not in violation, in any material respect, of any applicable Laws.
(ii) Neither Tiny nor any of its Material Subsidiaries has received any written notices or other written correspondence from any Governmental Entity (1) regarding any violation (or any investigation, inspection, audit, or other proceeding by any Governmental Entity involving allegations of any violation) of any Law (other than Environmental Laws) that has not been cured as of the date hereof or (2) of any circumstances that may have existed or currently exist which could lead to a loss, suspension, or modification of, or a refusal to issue, any material Authorization. To the knowledge of Tiny, no investigation, inspection, audit or other proceeding by any Governmental Entity involving allegations of any material violation of any Law (other than Environmental Laws) by Tiny or any of its Material Subsidiaries is threatened or contemplated.

(bb) Anti-Corruption Laws & Sanctions.

(i) Neither Tiny, its Material Subsidiaries nor, to the knowledge of Tiny, any of their respective directors, officers, representatives, agents or employees (i) has used or is using any corporate funds for any illegal contributions, gifts, entertainment or other expenses relating to political activity that would be illegal, (ii) has used or is using any corporate funds for any direct or indirect illegal payments to any foreign or domestic governmental officials or employees, (iii) has violated or is violating any applicable provision of the United States Foreign Corrupt Practices Act of 1977, the Corruption of Foreign Public Officials Act (Canada) or any similar Laws of other jurisdictions, (iv) has established or maintained, or is maintaining, any illegal fund of corporate monies or other properties or (v) has made any bribe, illegal rebate, illegal payoff, influence payment, kickback or other illegal payment of any nature in connection with the business of Tiny and its Material Subsidiaries.
(ii) None of Tiny or any of its Material Subsidiaries or, to the knowledge of Tiny, any director, officer, agent, employee or affiliate of Tiny or any of its Material Subsidiaries, has had any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department, the Government of Canada or any other relevant sanctions authority (collectively, " Sanctions ") imposed upon any such person, and Tiny and its Material Subsidiaries are not in violation of any of the Sanctions or Law or executive

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order relating thereto, and are not conducting business with any person subject to any Sanctions.

(cc) Anti-Spam. Except as would not be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect, Tiny and its Material Subsidiaries and have been in material compliance with Canada's Anti-Spam Legislation (S.C. 2010, c. 23)(CASL), and, within the meaning of that law, sends commercial electronic messages only to recipients who have provided express consent to the receipt of such messages, or with respect to whom Tiny or its Material Subsidiaries, as applicable, is deemed to have implied consent due to the existence of an existing business relationship.

(dd) Employment & Labour Matters.

(i) There are no labour disputes, strikes, organizing activities or work stoppages against Tiny or any of its Material Subsidiaries pending, or to knowledge of Tiny, threatened.
(ii) No trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of the employees of Tiny or any of its Material Subsidiaries by way of certification, interim certification, voluntary recognition, or succession rights, or has applied or, to the knowledge of Tiny, threatened to apply to be certified as the bargaining agent of any employees of Tiny or any of its Material Subsidiaries. To the knowledge of Tiny, there are no threatened or pending union organizing activities involving any employees of Tiny or any of its Material Subsidiaries and no such event has occurred within the last five (5) years. There is no labour strike, dispute, work slowdown or stoppage pending or involving or, to the knowledge of Tiny, threatened against Tiny or any of its Material Subsidiaries and no such event has occurred within the last five (5) years.
(iii) To the knowledge of Tiny, there are no ongoing or outstanding orders, inspection orders or written equivalents, workplace audits or written equivalents, appeals, charges fines or penalties made in connection with any occupational health and safety legislation or workers’ compensation legislation which relate to the business of Tiny and its Material Subsidiaries. There have been no fatal or critical accidents in the last three years. To the knowledge of Tiny, there are no materials or conditions present in the business of Tiny and its Material Subsidiaries, exposure to which could result in a disease caused by employment or peculiar to or characteristic of such materials or conditions or characteristic of a particular industrial process, trade or occupation, including but not limited to all occupational diseases as defined in the Workplace Compensation Act (British Columbia) and its schedules and regulations.

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(iv) Except as disclosed in Schedule 3.1(l)(iv) of the Tiny Disclosure Letter, there are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any provincial or state workers’ compensation statute or regulation, and nether Tiny nor any of its Material Subsidiaries has been reassessed in any respect under such statute or regulation during the past three years and, to the knowledge of Tiny, no audit of Tiny or any its Material Subsidiaries is currently being performed pursuant to any provincial or state workers’ compensation statute or regulation, and, to the knowledge of Tiny, there are no claims or potential claims which may adversely affect Tiny’s or any of its Material Subsidiaries’ accident cost experience in respect of the business.
(v) The execution, delivery and performance of this Agreement and the consummation of the Transactions will not result in (A) the automatic acceleration of the time of payment or vesting of entitlements otherwise available under any Employee Plan of Tiny or any of its Material Subsidiaries, (B) the entitlement to severance pay or any other payment, except as required by applicable Law; (C) any payment, compensation or benefit becoming due; or (D) the increase in the amount of any payment, compensation or benefit due.
(vi) Tiny and each of its Material Subsidiaries has been and is now in compliance, in all material respects, with all applicable Laws and all terms and conditions of employment, with respect to employment and labour, including, wages, hours of work, overtime, pay equity, employment discrimination, accessibility, reasonable accommodation, leaves of absence, immigration, labour relations, human rights, occupational health and safety and workers compensation, and there are no current, or, to the knowledge of Tiny, pending or threatened proceedings (including grievances, arbitration, applications or pending applications) before any Governmental Entity or labour arbitrator with respect to any of the foregoing Employee Plans of Tiny and its Material Subsidiaries (other than routine claim for benefits).
(vii) To the knowledge of Tiny, no executive or management-level employee or contractor of Tiny or its Material Subsidiaries (A) has any present intention to terminate their employment, or (B) is a party to any confidentiality, noncompetition, proprietary rights or other such agreement with any other Person besides Tiny or its Material Subsidiaries which would materially impede the business of Tiny or any of its Material Subsidiaries, be material to the performance of such employee’s employment or such contractor’s duties, or the ability of Tiny and any of its Material Subsidiaries, or WeCommerce and any of its Material Subsidiaries to conduct the business.
(viii) Neither Tiny nor any of its Material Subsidiaries are party to any Collective Agreement nor, to the knowledge of Tiny, subject to any application for certification or threatened union-organizing campaigns for employees not

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covered under a Collective Agreement nor are there any current, or to the knowledge of Tiny, pending or threatened strikes or lockouts at Tiny or its Material Subsidiaries.

(ix) Schedule 3.1(1)(dd)(ix) of the Tiny Disclosure Letter lists all Employee Plans of Tiny and its Material Subsidiaries.
(x) All Employee Plans of Tiny and its Material Subsidiaries are and have been established, registered, funded and administered in all material respects: in (x) accordance with applicable Laws and (y) in accordance with their terms. To the knowledge of Tiny, no fact or circumstance exists which could reasonably be expected to adversely affect the registered status of any such Employee Plan. All employer and employee payments, contributions and premiums required to be remitted, paid to or in respect of each Employee Plan or Statutory Plan have, in all material respects, been paid or remitted in a timely fashion in accordance with Laws and its terms.
(xi) All contributions, premiums or taxes required to be made or paid by Tiny or any of its Material Subsidiaries under the terms of each Employee Plan of Tiny and its Material Subsidiaries or by applicable Laws have been made in a timely fashion.
(xii) None of the Employee Plans is a Defined Benefit Pension Plan. Neither Tiny nor any of its Material Subsidiaries have any liability or obligation to provide any health, life insurance or other welfare benefits beyond retirement or other termination of service to any current or former employees, directors, managers, officers, independent contractors or consultants (or to any spouses, dependants, beneficiaries or survivors of such persons).

(ee) Intellectual Property.

(i) Tiny and its Material Subsidiaries own all right, title and interest in and to, or is validly licensed (and are not in material breach of such licenses), all Intellectual Property that is material to the conduct of the business, as currently conducted, of Tiny and its Material Subsidiaries (collectively, the “ Tiny Intellectual Property Rights ”). To the knowledge of Tiny, all such Tiny Intellectual Property Rights are valid and enforceable (subject to the effects of bankruptcy, insolvency, reorganization, moratorium or laws relating to or affecting creditors’ rights generally). To the knowledge of Tiny, the operation of the businesses of Tiny and its Material Subsidiaries and the use and exploitation of the Tiny Intellectual Property Rights do not infringe upon, misappropriate, or otherwise violate Intellectual Property rights of any third party. To the knowledge of Tiny, no third party is infringing upon, misappropriating, or otherwise violating the Tiny Intellectual Property Rights. There are no proceedings pending, or to the knowledge of Tiny, threatened, with respect to the Software of Tiny or to

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the Tiny Intellectual Property Rights, including allegations of any breach, violation, infringement, misappropriation, or interference by Tiny of the Intellectual Property of any Person, and there is no proceeding pending or to the knowledge of Tiny, threatened by any Person challenging Tiny’s rights in or to the Tiny Intellectual Property Rights.

(ii) To the knowledge of Tiny, the Tiny Intellectual Property Rights constitutes all of the Intellectual Property necessary for and used in connection with the operation of the business of Tiny as presently conducted, and no other Intellectual Property is material or necessary to the operation of the business of Tiny as presently conducted. Except as would not reasonably be expected to be material, individually or in the aggregate, to Tiny, all employees or contractors of Tiny who have authored, conceived, created or developed any Intellectual Property used in the operation of the business of Tiny as presently conducted while employed or engaged by Tiny have assigned all of their rights in such Intellectual Property to Tiny, and waived all nonassignable Intellectual Property rights therein including their moral rights.
(iii) Schedule 3.1(l)(ee)(iii) of the Tiny Disclosure Letter sets forth an accurate and complete list of all registered or applied for trademarks, trade names, service marks, domain names, patents, and copyrights owned or purported to be owned by Tiny and its Material Subsidiaries.
(iv) Tiny and its Material Subsidiaries have taken commercially reasonable steps to maintain their rights to the Tiny Intellectual Property Rights and to protect and preserve the confidentiality of, and their exclusive right to use, all of their trade secrets and material confidential information and knowhow, and, to the knowledge of Tiny, no such trade secrets, information, or know-how have been improperly used or accessed by, or disclosed (other than under obligations of confidentiality) to any other Person.
(v) None of the Tiny Intellectual Property Rights is subject to any judgment, order or decree restricting the use, distribution, transfer or licensing thereof by Tiny.
(vi) Tiny has not disclosed any confidential material Tiny Intellectual Property Rights (including the source code to any Software) to any third party other than pursuant to a written agreement under which such third party agrees to protect such confidential information.
(vii) Tiny is in compliance in all material respects with all obligations under any agreement pursuant to which Tiny has obtained the legal right to use or exploit the Tiny Intellectual Property Rights, including Software. Tiny is not a party to nor bound by any contract or commitment to pay any royalty, license fee or management fee pertaining (i) to the Tiny Intellectual Property Rights or (ii) to Tiny owned Software that is licensed by Tiny in its provision of products and services to its customers.

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(viii) All computer hardware and operating systems, software, database engines and processed data, technology infrastructure and other computer systems used in connection with the conduct of the business of Tiny (the “Business Systems”) as presently conducted have been properly maintained, in all material respects, and are in good working condition. The Business Systems are sufficient, in all material respects, for conducting the business of Tiny as presently conducted. Except as has not or as would not reasonably be expected to, individually or in the aggregate, resulted in or result in, as applicable, a Material Adverse Effect, in the last 12 months, there has not been any failure with respect to any of the Business Systems that has not been remedied or replaced. Tiny has in place a commercially reasonable disaster recovery program, including providing for the regular back-up and prompt recovery of the data and information necessary to the conduct of the business of Tiny without material disruption to, or material interruption in, the conduct of the business of Tiny.
(ix) Tiny takes and has taken commercially reasonable measures to protect and maintain the confidentiality of all material trade secrets and other material confidential or proprietary information used or held for use in connection with the operation of the business of Tiny as presently conducted. Tiny has information security policies and practices that: (i) include commercially reasonable safeguards to maintain the security, confidentiality, and integrity of all material trade secrets and other material confidential or proprietary information; (ii) are designed to protect against unauthorized access to the Business Systems.
(x) Except as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect to Tiny, (i) Tiny does not use any Open Source Software in the development of Software or any other product or service of Tiny, (ii) there is no Open Source Software contained in, incorporated into, or bundled with Software or any other product or service of Tiny, and (iii) Tiny has not distributed any Open Source Software, alone or as part of or incorporated with, any of the Software.
(xi) Except as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect to Tiny, Tiny has not used Open Source Software in any manner that would or could, with respect to any Software or other Tiny Intellectual Property Rights, (i) require its disclosure or distribution in source code form; (ii) require the licensing thereof for the purpose of making derivative works; (iii) impose any restriction on the consideration to be charged for the distribution thereof; (iv) create, or purport to create, obligations Tiny with respect to Software or other Tiny Intellectual Property Rights or grant, or purport to grant, to any third party, any rights or immunities under Software or other Tiny Intellectual Property Rights; or (v) impose any other material limitation, restriction, or condition on the right of Tiny with respect to its use or distribution.

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(xii) To the knowledge of Tiny, there is no deficiency in any of Tiny’s or its Material Subsidiaries’ cybersecurity measures or policies that could reasonably be expected to result in a loss of data or a breach of security of Tiny or its Material Subsidiaries in any material respect.
(xiii) The Tiny Disclosure Letter sets out (A) any written complaint received in the last five (5) years relating to an improper use or disclosure of any information involving Tiny or any of its Material Subsidiaries; and (B) any material breaches, to the knowledge of Tiny, in the information security, cybersecurity or similar systems in respect of Tiny or any of its Material Subsidiaries in the past five (5) years, and in each case, the remedial action, if any taken by Tiny or any of its Material Subsidiaries, as applicable.

(ff) Securities Registrations.

(i) There is no regulatory review or field audit by any Securities Authority proceeding or pending in respect of Tiny or any of its Material Subsidiaries, and to the knowledge of Tiny, there are no ongoing investigations currently being undertaken by any Securities Authority against Tiny or any of its Material Subsidiaries.
(ii) Each Material Subsidiary of Tiny which is required to be registered as a dealer or adviser with one or more Securities Authorities is so registered, and such registration has not been cancelled or revoked, and is not subject to any terms, conditions or undertakings other than as publicly disclosed with the relevant Securities Authorities as at the date of this Agreement.
(iii) To the knowledge of Tiny, no Material Subsidiary of Tiny is under investigation by a Securities Authority or other Governmental Entity.

(gg) Tiny Fund.

(i) The Tiny Fund is the legal and beneficial owner of the portfolio assets held by it and has good and marketable title thereto, in each case, free of all Liens, except for Liens permitted by applicable Law.
(ii) TFC Investment Ltd. is registered as an SEC exempt registered investment advisor under the Advisors Act (the “Advisor Registration”). The Advisor Registration is the only Authorization or registration (other than regular business licenses and registrations) required to be held by TFC Investment Ltd. from a Governmental Entity (including under applicable Securities Laws) to act as investment manager of the Tiny Fund and manage the Tiny Fund. The Advisor Registration is, and will upon closing of the Transaction be, in full force and effect and good standing for purposes relating to the Tiny Fund’s management and operation.
(iii) All investments made by the Tiny Fund have been investments which the Tiny Fund was permitted to make under all applicable Laws.

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(iv) As at the date hereof and except as set forth in the Tiny Disclosure Letter, there are no outstanding management fees, capital maintenance fees, administrative fees and other amounts which are accrued and unpaid by the Tiny Fund.
(v) The closing of the Transaction will not result in (i) any new or increased management fees, performance fees or other fund costs that would be borne, directly or indirectly, by securityholders of the Tiny Fund, (ii), any change in fundamental investment objectives or strategies of the Tiny Fund, (iii) a change in auditor of the Tiny Fund, (iv) a change in the fiscal or deemed year end of the Tiny Fund, or (v) a termination or merger of the Tiny Fund (collectively, “Material Fund Changes”). If and when any Material Fund Changes are made by TFC Investment Ltd., they will be made in accordance with applicable Law, including pursuant to the requirements under applicable Securities Laws and any required Authorizations thereunder.
(hh) Related Party Transactions. Except as disclosed in the Tiny Disclosure Letter or as reflected in the Tiny Financial Statements, no shareholder nor any officer, director, manager, equityholder, employee or affiliate of Tiny or its Material Subsidiaries or any shareholder, or any family member owes any amount to Tiny or its Material Subsidiaries, and Tiny or its Material Subsidiaries do not owe any amount to, and it has not committed to make any material loan or extend or guarantee credit to or for the benefit of, any such Person. Since December 31, 2020, except as disclosed in the Tiny Disclosure Letter or as reflected in the Tiny Financial Statements, no shareholder nor any officer, director, manager, equityholder, employee or affiliate of Tiny or its Material Subsidiaries or any shareholder, or any family member of any of the foregoing (i) has directly or indirectly purchased, acquired or leased any property, rights or services from, or sold, transferred or leased any property, rights or services to Tiny or its Material Subsidiaries, (ii) directly or indirectly entered into or been subject to any Contract or other transaction with Tiny or its Material Subsidiaries outside the Ordinary Course, or (iii) directly or indirectly received any financial or other benefits from Tiny or its Material Subsidiaries other than the payment of compensation for services rendered in the Ordinary Course.
(ii) No Joint Venture Interests or Strategic Alliances. Except as set forth in Tiny Disclosure Letter, none of Tiny or any of its Material Subsidiaries is a party to a strategic alliance or co-operative agreement or is a partner, beneficiary, trustee, cotenant, joint-venturer or otherwise a participant in any partnership, trust, joint venture, co-tenancy or similar jointly owned business undertaking and none of Tiny or any of its Material Subsidiaries has investment interests with a book value in excess of $2,000,000 in any business owned or controlled by any third party.
(jj) Brokers. Other than as disclosed in Schedule 3.1(1)(jj) of the Tiny Disclosure Letter or in connection with the Tiny Financing as disclosed to WeCommerce, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with

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the transactions contemplated hereby based upon arrangements made by or on behalf of Tiny or any of its Material Subsidiaries.

(kk) Insurance. As of the date hereof, Tiny and each of its Material Subsidiaries have such policies of insurance as set forth in the Tiny Disclosure Letter. All material insurance policies with respect to the business and assets of Tiny and its Material Subsidiaries are in full force and effect, no written notice of cancellation has been received, and there is no existing default or event which, with the giving of notice or lapse of time or both, would constitute a default by any of the insured parties thereunder. To the knowledge of Tiny, there is no material claim pending under any insurance policy of Tiny or its Material Subsidiaries that has been denied, rejected, questioned or disputed by any insurer or as to which any insurer has made any reservation of rights or refused to cover all or any material portion of such claims.

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SCHEDULE “C”

REPRESENTATIONS AND WARRANTIES OF WECOMMERCE

(a) Fairness Opinions and Directors’ Approvals. As of the date hereof:
(i) the WeCommerce Board and the WeCommerce Special Committee have received an oral summary of the Fairness Opinion;
(ii) WeCommerce has been authorized by the Financial Advisor to permit inclusion of the Fairness Opinion and references thereto and summaries thereof in the WeCommerce Circular; and
(iii) the WeCommerce Board (other than the directors who have abstained from voting, if applicable) has (i) determined that the Transaction is in the best interests of WeCommerce, (ii) resolved to recommend to the WeCommerce Shareholders that they vote in favour of the Transaction Resolution, and (iii) approved the Transaction and the execution and performance of this Agreement.
(b) Organization and Qualification. WeCommerce and each of its Subsidiaries is a legal entity duly incorporated, formed or continued, as the case may be, and organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of incorporation, formation or continuance, as the case may be, and has all necessary corporate power and capacity to own its property and assets as now owned and to carry on its business as it is presently being conducted. WeCommerce and each of its Subsidiaries is duly registered, qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business makes such registration, qualification or licensing necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect. WeCommerce has made available to Tiny complete and correct copies of the Constating Documents of WeCommerce and all of its Material Subsidiaries. Copies of such Constating Documents are accurate and complete and have not been amended or superseded and no steps or proceedings have been taken or are pending or contemplated to amend, supplement or cancel such Constating Documents. Neither WeCommerce nor any of its Material Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Constating Documents. The Material Subsidiaries are the only Subsidiaries of WeCommerce that do not meet the Material Subsidiary Threshold.
(c) Authority Relative to this Agreement. Each of WeCommerce and Subco has all necessary corporate power and capacity to enter into this Agreement and all other agreements and instruments to be executed by WeCommerce and Subco as contemplated by this Agreement, and to perform their obligations hereunder and under such agreements and instruments (subject to obtaining the Regulatory Approvals and the Required Shareholder Approval). The execution and delivery of

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this Agreement by WeCommerce and Subco and the performance by WeCommerce and Subco of their obligations under this Agreement have been duly authorized by each of the WeCommerce Board and the Subco Board, as applicable, and, except for obtaining the Required Shareholder Approval, no other corporate proceedings on the part of WeCommerce or Subco is necessary to authorize this Agreement or the Transaction or the issuance of the Consideration Shares . This Agreement has been duly executed and delivered by WeCommerce and Subco, and constitutes a legal, valid and binding obligation of each of WeCommerce and Subco, enforceable against each of them in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws of general application relating to or affecting rights of creditors and to general equity principles.

(d) No Violation. Neither the authorization, execution, delivery and performance of this Agreement by WeCommerce and Subco nor the completion of the transactions contemplated by this Agreement or the Transaction will result in a violation or breach of, constitute a default (or an event which, with notice or lapse of time or both, would become a default), require any consent or approval to be obtained or notice to be given under, or give rise to any third party right of termination, cancellation, suspension, acceleration, penalty or payment obligation or right to purchase or sale under, any provision of:
(i) the Constating Documents of WeCommerce or any of its Subsidiaries;
(ii) except as set forth in Schedule 3.2(1)(d)(ii) of the WeCommerce Disclosure Letter, any material Authorization or Material Contract to which WeCommerce or any of its Material Subsidiaries is a party or by which WeCommerce or any of its Material Subsidiaries or its or any of their respective properties or assets are bound; or
(iii) any Laws (assuming compliance with the matters referred to in paragraph (f) below), regulation, order, judgment or decree applicable to WeCommerce or any of its Subsidiaries or any of their respective properties or assets;

except (A) in the case of clause (ii) above, for such breaches, defaults, consents, approvals, terminations, cancellations, suspensions, accelerations, penalties, payment obligations or rights which would not, individually or in the aggregate, be material to WeCommerce and its Subsidiaries, taken as a whole and (B) in the case of clause (iii), for any violation, default or breach thereof which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(e) Governmental Approvals. The execution, delivery and performance by WeCommerce and Subco of this Agreement and the consummation by WeCommerce and Subco of the Transaction requires no consent, waiver or approval or any action by or in respect of, or filing with, or notification to, any

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Governmental Entity other than: (i) compliance with any applicable Securities Laws and stock exchange rules and regulations; (ii) receipt of the Key Regulatory Approvals; and (iii) any actions, filings or notifications the absence of or failure to comply with which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(f) Capitalization.

(i) The authorized share structure of WeCommerce consists of an unlimited number of WeCommerce Shares. As at December 31, 2022, there were issued and outstanding 41,614,768 WeCommerce Shares.
(ii) As of January 22, 2023, (A) an aggregate of up to 916,651 WeCommerce Shares in the capital of WeCommerce are issuable upon the exercise of outstanding options issued pursuant to the WeCommerce Omnibus Incentive Plan, (B) an aggregate of up to 547,202 WeCommerce Shares in the capital of WeCommerce are issuable upon the settlement of restricted share units issued pursuant to the WeCommerce Omnibus Incentive Plan, (C) an aggregate of up to 34,778 WeCommerce Shares in the capital of WeCommerce are issuable upon the settlement of deferred share units issued pursuant to the WeCommerce Omnibus Incentive Plan, and (D) an aggregate of up to 578,380 WeCommerce Shares in the capital of WeCommerce are issuable upon the settlement of performance restricted share units issued pursuant to the WeCommerce Omnibus Incentive Plan. As of January 22, 2023, except for such WeCommerce Shares in the capital of WeCommerce described in the immediately preceding sentence, the Consideration Shares issuable in connection with the Transaction or as otherwise disclosed in Schedule 3.2(1)(f)(ii) of the WeCommerce Disclosure Letter, there are no securities, options, warrants, stock appreciation rights, restricted stock units, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever to which WeCommerce or any of its Material Subsidiaries is a party or by which any of WeCommerce or its Material Subsidiaries may be bound, obligating or which may obligate WeCommerce or any of its Material Subsidiaries to issue, grant, deliver, extend, or enter into any such security, option, warrant, stock appreciation right, restricted stock unit, conversion privilege or other right, agreement, arrangement or commitment.
(iii) All of the outstanding WeCommerce Shares in the capital of WeCommerce are duly authorized, validly issued, fully paid, and non-assessable, and all WeCommerce Shares issuable upon the exercise of the outstanding options, restricted share units, deferred share units and performance restricted share units of WeCommerce, in accordance with their respective terms, have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable, and are not and will not be subject to, or issued in violation

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of, any pre-emptive rights. All securities of WeCommerce have been issued in compliance with all applicable Laws and Securities Laws.

(iv) There are no securities of WeCommerce or of any of its Material Subsidiaries outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the holders of the outstanding WeCommerce Shares on any matter. Except as set forth in Schedule 3.2(1)(f)(iv) of the WeCommerce Disclosure Letter, there are no outstanding contractual or other obligations of WeCommerce or any Material Subsidiary to repurchase, redeem or otherwise acquire any of their respective securities or with respect to the voting or disposition of any outstanding securities of any of their respective subsidiaries. There are no outstanding bonds, debentures or other evidences of indebtedness of WeCommerce or any of its Material Subsidiaries having the right to vote with the holders of the outstanding WeCommerce Shares on any matters.
(g) WeCommerce Shares. The Consideration Shares to be issued pursuant to the Transaction have been duly authorized and reserved for issuance and, upon issuance, will be validly issued as fully paid and non-assessable shares in the capital of WeCommerce, will not have been issued in violation of any pre-emptive rights or contractual rights to purchase securities and will be listed for trading on the TSXV.
(h) Ownership of Subsidiaries. Schedule 3.2(1)(h) of the WeCommerce Disclosure Letter includes complete and accurate lists of all Subsidiaries owned, directly or indirectly, by WeCommerce, each of which is wholly-owned by WeCommerce except as disclosed in Schedule 3.2(1)(h) of the WeCommerce Disclosure Letter. WeCommerce is the registered and beneficial owner of all of the outstanding securities of Subco. All of the issued and outstanding shares and other ownership interests in the Subsidiaries of WeCommerce are duly authorized, validly issued, fully paid and, where the concept exists, non-assessable, and all such shares and other ownership interests held directly or indirectly by WeCommerce are legally and beneficially owned free and clear of all Liens (other than Permitted Liens), and there are no outstanding options, warrants, rights, entitlements, understandings or commitments (preemptive, contingent or otherwise) or outstanding contractual or other obligations of WeCommerce or any Material Subsidiary regarding the right to purchase or acquire, or securities convertible into or exchangeable for, any such shares or other ownership interests of any of the Material Subsidiaries. Except as disclosed in Schedule 3.2(1)(h) of the WeCommerce Disclosure Letter, there are no Contracts, commitments, understandings or restrictions which require any Material Subsidiaries of WeCommerce to issue, sell or deliver any shares or other ownership interests, or any securities or obligations convertible into or exchangeable for, any shares or other ownership interests. Except for ownership of the equity interests in the Material Subsidiaries listed on Schedule 3.2(1)(h) of the WeCommerce Disclosure Letter, WeCommerce, directly or indirectly through any

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of its Material Subsidiaries or otherwise, does not own any equity interest of any kind in any other Person.

(i) Reporting Status and Securities Laws Matters. WeCommerce is a “reporting issuer” or the equivalent and not on the list of reporting issuers in default under applicable Securities Laws in each of the provinces of Canada. WeCommerce is in compliance, in all material respects, with all applicable Securities Laws and there are no current, pending or, to the knowledge of WeCommerce, threatened proceedings before any Securities Authority or other Governmental Entity relating to any alleged non-compliance with any Securities Laws. Except as set forth in Schedule 3.2(1)(i) of the WeCommerce Disclosure Letter, the WeCommerce Shares are listed on and WeCommerce is in compliance with the rules and policies of, the TSXV, in all material respects, and no delisting, suspension of trading in or cease trading order with respect to any securities of WeCommerce is in effect and to the knowledge of WeCommerce, no inquiry or investigation (formal or informal) of any Securities Authority or the TSXV is in effect or ongoing or, to the knowledge of WeCommerce, expected to be implemented or undertaken. WeCommerce has not taken any action to cease to be a reporting issuer in any province or territory nor has WeCommerce received any notification from any Securities Authority seeking to revoke the reporting issuer status of WeCommerce.
(j) WeCommerce Filings. WeCommerce has filed all material documents required to be filed by it in accordance with applicable Securities Laws with the Securities Authorities since December 31, 2021 and WeCommerce has filed or furnished all WeCommerce Filings required to be filed or furnished by WeCommerce with any Governmental Entity. Each of the documents comprising the WeCommerce Filings complied as filed in all material respects with applicable Securities Laws and did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), contain (i) contain any untrue statement of a material fact or misleading statement; or (ii) omit to state a material fact necessary in order to make the statement contained therein, in light of the circumstances in which they were made, not misleading. WeCommerce has not filed any confidential material change report which at the date of this Agreement remains confidential.
(k) Financial Statements. The consolidated annual audited financial statements of WeCommerce as at and for the fiscal year ended December 31, 2021 (including the notes thereto) and related MD&A (the “ WeCommerce Financial Statements ”) set forth in the WeCommerce Filings were prepared in accordance with IFRS consistently applied (except as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of WeCommerce’s independent auditors) and present fairly, in all material respects, the consolidated financial position, financial performance and cash flows of WeCommerce for the dates and periods indicated therein and reflect reserves required by IFRS in respect of all material contingent liabilities, if any, of WeCommerce on a consolidated basis. There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships

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of WeCommerce or any of its Material Subsidiaries with unconsolidated entities or other Persons. There has been no material change in WeCommerce’s accounting policies, except as described in the WeCommerce Filings, since December 31, 2021.

(l) Independent Auditors. WeCommerce’s current auditors are independent with respect to WeCommerce within the meaning of the rules of professional conduct applicable to auditors in Canada.
(m) Books and Records; Disclosure. The financial books, records and accounts of WeCommerce and its Material Subsidiaries: (i) have been maintained, in all material respects, in accordance with applicable Laws and IFRS; (ii) are stated in reasonable detail and accurately and fairly reflect all transactions, acquisitions and dispositions of the assets of WeCommerce and its Material Subsidiaries in all material respects; and (iii) are consistent with the WeCommerce Financial Statements.
(n) Minute Books. The corporate minute books of WeCommerce and its Material Subsidiaries contain minutes of all material meetings and material resolutions of their respective boards of directors and committees of their respective board of directors, other than those portions of minutes of meetings reflecting discussions of the Transaction, and shareholders, held according to applicable Laws and are complete and accurate in all material respects.
(o) Shareholders’ and Similar Agreement. Except as disclosed in Schedule 3.2(1)(o) of the WeCommerce Disclosure Letter, WeCommerce is not a party to any shareholder, pooling, voting or other similar arrangement or agreement relating to the ownership or voting of any of the securities of WeCommerce and has not adopted a shareholders rights plan or any other similar plan or agreement.
(p) No Undisclosed Liabilities. Except as disclosed in Schedule 3.2(1)(p) of the WeCommerce Disclosure Letter or the WeCommerce Filings, WeCommerce and its Material Subsidiaries have no outstanding material indebtedness, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, except for (a) liabilities and obligations that are specifically presented on the audited balance sheet of WeCommerce as of December 31, 2021 (the "WeCommerce Balance Sheet ") or disclosed in the notes thereto, (b) liabilities and obligations incurred in the ordinary course since December 31, 2021, that are not and would not, individually or in the aggregate with all other liabilities and obligations of WeCommerce and its Material Subsidiaries (other than those disclosed on the WeCommerce Balance Sheet and/or in the notes to the WeCommerce Financial Statements), have a Material Adverse Effect on WeCommerce and its Material Subsidiaries, or, as a consequence of the consummation of the Transaction, have a Material Adverse Effect on

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WeCommerce and its Material Subsidiaries or (c) expenses incurred in connection with the Transaction.

(q) Non-Material Subsidiaries. The Non-Material Subsidiaries do not have any indebtedness, claims, liabilities or obligations for which WeCommerce and its Material Subsidiaries may be responsible or liable for where such indebtedness, claims, liabilities or obligations could (i) be considered to be material to, or (ii) reasonably be expected to have a Material Adverse Effect on, WeCommerce and its Material Subsidiaries, taken as a whole.
(r) No Material Change. Since December 31, 2021, except as set forth in the WeCommerce Disclosure Letter, the WeCommerce Filings or as expressly contemplated by this Agreement:
(i) WeCommerce and its Material Subsidiaries have conducted their business only in the Ordinary Course, excluding conduct relating to the proposed Transaction or conduct that would not be material to WeCommerce and its Material Subsidiaries, taken as a whole;
(ii) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on WeCommerce or its Material Subsidiaries, taken as a whole;
(iii) there has not been any acquisition or sale by WeCommerce or its Material Subsidiaries of any property or assets that are material to WeCommerce and its Material Subsidiaries, taken as a whole;
(iv) there has not been any incurrence, assumption or guarantee by WeCommerce or its Material Subsidiaries of any debt for borrowed money, any creation or assumption by WeCommerce or its Material Subsidiaries of any Lien (other than Permitted Liens) on any asset or any making by WeCommerce or its Material Subsidiaries of any loan, advance or capital contribution to or investment in any other Person, except (i) as disclosed in the WeCommerce Financial Statements, (ii) as between WeCommerce and any wholly-owned Material Subsidiary or between two or more whollyowned Material Subsidiaries, or (iii) as are not material to WeCommerce and its Material Subsidiaries, taken as a whole;
(v) there has been no dividend or distribution of any kind declared, paid or made by WeCommerce on any WeCommerce Shares;
(vi) there has not been any entering into, or amendment of any material terms of, any WeCommerce Material Contract, other than in the Ordinary Course;
(vii) there has not occurred any default or event of default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any debt of WeCommerce or any of its

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Material Subsidiaries (or the payment of which is guaranteed by WeCommerce or any of its Material Subsidiaries);

(viii) taken any action to make, change or rescind any tax election, amend any Tax Return or take any position on any Tax Return, taken any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset or attribute of WeCommerce or any of its Material Subsidiaries; and
(ix) there has not been any satisfaction or settlement of any claims or liabilities that were not reflected in the WeCommerce Financial Statements, except as are not material to WeCommerce and its Material Subsidiaries, taken as a whole.
(s) Litigation. Except as disclosed in Schedule 3.2(1)(s) of the WeCommerce Disclosure Letter or the WeCommerce Filings, there is no claim, action, suit, grievance, complaint, proceeding, arbitration, charge, audit, indictment or investigation that is pending or has been commenced or, to the knowledge of WeCommerce, is threatened, affecting WeCommerce or its Material Subsidiaries or affecting any of their property or assets (whether owned or leased) at law or in equity that, in each case, are material to WeCommerce and its Material Subsidiaries, taken as a whole. To the knowledge of WeCommerce, neither WeCommerce, its Material Subsidiaries nor any of their respective assets or properties are subject to any outstanding judgment, order, writ, injunction or decree material to WeCommerce and its Material Subsidiaries, taken as a whole.
(t) Taxes.
(i) WeCommerce and each of its Material Subsidiaries has duly and timely filed all material Tax Returns required by Law to be filed prior to the date hereof with the appropriate Governmental Entities and all such Tax Returns are true and correct in all material respects.
(ii) WeCommerce and each of its Material Subsidiaries has duly and timely paid all material Taxes, including all instalments on account of Taxes for the current year that are due and payable by it whether or not assessed by the appropriate Governmental Entities.
(iii) WeCommerce has provided adequate accruals in accordance with IFRS in the most recently published WeCommerce Financial Statements for any unpaid Taxes of WeCommerce and its Material Subsidiaries, and no material liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed or proposed to be assessed for the periods covered by such WeCommerce Financial Statements.
(iv) WeCommerce and each of its Material Subsidiaries has in all material respects duly and timely collected all material Taxes (including goods and services, harmonized sales and provincial or territorial sales taxes and state

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and local taxes) required to be collected and has duly paid and remitted the same to the appropriate Governmental Entity.

(v) There are no proceedings, investigations, audits or claims now pending against WeCommerce or its Material Subsidiaries in respect of any Taxes, no Governmental Entity has asserted in writing, or to the knowledge of WeCommerce, has threatened to assert against WeCommerce or any its Material Subsidiaries any deficiency or claim for Taxes, interest thereon or penalties in connection therewith, and no action or proceeding for assessment or collection of any amount of Taxes has been taken, asserted or to the knowledge of WeCommerce, threatened, against WeCommerce or any of its Material Subsidiaries.
(vi) There are no outstanding agreements, arrangements, waivers or objections extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of Taxes or the filing of any Tax Return by WeCommerce or any of its Material Subsidiaries, or the payment of any Taxes by, WeCommerce or any of its Material Subsidiaries, and neither WeCommerce nor any of its Material Subsidiaries has requested or offered to enter into any such agreement, arrangement, waiver or objections.
(vii) Neither WeCommerce nor any of its Material Subsidiaries has made, prepared and/or filed any elections, designations or similar filings relating to material Taxes or entered into any agreement or other arrangement with a Governmental Entity in respect of material Taxes or Tax Returns that has effect for any period ending after the Effective Date.
(viii) To the knowledge of WeCommerce, there are no Liens for Taxes upon any property or assets of WeCommerce and its Material Subsidiaries (whether owned or leased), except Permitted Liens and Liens for current Taxes not yet due.
(ix) Neither WeCommerce nor any of its Material Subsidiaries is a party to any agreement, understanding, or arrangement relating to allocating or sharing any amount of Taxes (except commercial contracts entered into in Ordinary Course containing standard tax indemnity provisions).
(x) WeCommerce and each of its Material Subsidiaries has duly and timely withheld from any amount paid or credited by it to or for the account or benefit of any Person, including any employees, officers, directors and any non-resident Person, the amount of all Taxes and other deductions required by any Laws to be withheld from any such amount and has duly and timely remitted the same to the appropriate Governmental Entity.
(xi) For the purposes of the Tax Act, WeCommerce is a body corporate and is resident in Canada.

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(xii) At no time in the 60-month period preceding the Effective Date, has more than 50% of the fair market value of the shares of WeCommerce been derived directly or indirectly from one or any combination of (i) real or immoveable property situated in Canada, (ii) "Canadian resource property" within the meaning of the Tax Act, (iii) "timber resource property" within the meaning of the Tax Act or (iv) options in respect of, or interests in, or for civil law rights in, property described in (i) to (iii) above, whether or not the property exists.
(xiii) WeCommerce and each of its Material Subsidiaries that is so required to be registered are duly registered under subdivision (d) of Division V of Part IX of the Excise Tax Act (Canada) with respect to goods and services tax and harmonized sales tax, and under any applicable provincial, territorial or foreign sales tax legislation.
(xiv) Neither WeCommerce nor any of its Material Subsidiaries has received any notice or inquiry in writing from any Governmental Entity outside of the country in which such entity was formed, to the effect that such entity is subject to net basis taxation or is resident or domiciled for Tax purposes in any country other than the country in which WeCommerce or its Material Subsidiary, as applicable, was formed.
(xv) WeCommerce and each of its Material Subsidiaries are, and have been at all relevant times, in material compliance with all applicable transfer pricing Laws, including contemporaneous documents and disclosure requirements thereunder.
(xvi) Neither WeCommerce nor any of its Material Subsidiaries has acquired property from a non-arm’s length Person, within the meaning of the Tax Act, for consideration the value of which is less than the fair market value of the property acquired in circumstances which could subject it to a liability under section 160 of the Tax Act.
(xvii) None of sections 78, 80, 80.01, 80.02, 80.03 or 80.04 of the Tax Act, or any equivalent provision of the Tax legislation of any province or any other jurisdiction, have applied or will apply to WeCommerce or any of its Material Subsidiaries at any time up to and including the Effective Date.
(u) Data Privacy and Security. Except as would not, individually or in the aggregate, result in a Material Adverse Effect, (i) WeCommerce and each of its Material Subsidiaries is and has been, conducting its business in compliance with all applicable Laws governing privacy and the protection of PII, (ii) WeCommerce and each of its Material Subsidiaries has a written privacy policy which governs the collection, use and disclosure of PII, and WeCommerce and each of its Material Subsidiaries is in compliance in all material respects with such policy, (iii) there have not been, to the knowledge of WeCommerce, any (a) losses or thefts of, or security breaches relating to, PII in the possession, custody or control of

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WeCommerce; (b) unauthorized access or unauthorized use of any such PII; and (c) improper disclosure of any PII in the possession, custody or control of WeCommerce or any Person acting on its behalf, and (iv) to the knowledge of WeCommerce, as of the date hereof, none of WeCommerce and its Material Subsidiaries is under investigation by any Governmental Entity for a violation of any applicable privacy Laws.

(v) Property

(i) Neither WeCommerce nor its Material Subsidiaries is the registered and beneficial owner of any real property.
(ii) Neither WeCommerce nor its Material Subsidiaries has a lease or sublease of any real property from a third party.
(w) Title to Assets. WeCommerce and its Material Subsidiaries have valid, good and marketable title to all personal or movable property owned by them, that is material to the business of WeCommerce and its Material Subsidiaries, in each case free and clear of all Liens, other than Permitted Liens, except for (i) Liens as do not materially interfere with the use made and proposed to be made of such property by WeCommerce and its Material Subsidiaries and (ii) Liens for the payment of federal, provincial, state or other taxes, for which appropriate reserves have been made therefor and the payment of which is neither delinquent nor subject to penalties.
(x) Sufficiency of Assets. The assets and property owned, leased or licensed by WeCommerce and its Material Subsidiaries are sufficient, in all material respects, for conducting the business, as currently conducted, of WeCommerce.
(y) Material Contracts. With respect to the WeCommerce Material Contracts:
(i) Schedule 3.2(1)(y)(i) of the WeCommerce Disclosure Letter includes a complete and accurate list of all WeCommerce Material Contracts that are currently in force. WeCommerce has made available to Tiny for inspection true and complete copies of all such WeCommerce Material Contracts.
(ii) Except as would not individually or in the aggregate reasonably be expected to be material to WeCommerce, each WeCommerce Material Contract is in full force and effect, and WeCommerce or one of its Material Subsidiaries is entitled to all material rights and benefits thereunder in accordance with the terms thereof. WeCommerce or its applicable Material Subsidiaries has not waived any material rights under a WeCommerce Material Contract and no material default or breach exists in respect thereof on the part of WeCommerce or its applicable Material Subsidiaries, or to the knowledge of WeCommerce, on the part of any other party thereto, and, to the knowledge of WeCommerce, no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a default or

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breach or trigger a right of termination of any of such WeCommerce Material Contracts.

(iii) All of the WeCommerce Material Contracts are valid and binding obligations of WeCommerce or one of its Material Subsidiaries, as the case may be, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.
(iv) Except as set forth in of Schedule 3.2(1)(y)(iv) of the WeCommerce Disclosure Letter, as at the date hereof, neither WeCommerce nor any of its Material Subsidiaries has received written notice that any party to a WeCommerce Material Contract, intends to cancel, terminate or otherwise modify or not renew such WeCommerce Material Contract, and to the knowledge of WeCommerce, no such action has been threatened.
(v) Except as set forth in Schedule 3.2(1)(y)(v) of the WeCommerce Disclosure Letter, neither the entering into of this Agreement, nor the consummation of the Transaction will trigger any change of control or similar provisions in any of the WeCommerce Material Contracts that would cause a Material Adverse Effect.
(z) Restrictions on Conduct of Business. WeCommerce is not a party to or bound by any non-competition agreement or any other agreement, obligation, judgment, injunction, order or decree which purports to: (a) limit the manner or the localities in which all or any portion of the business of WeCommerce is conducted; (b) other than non-solicitation and confidentiality obligations entered into in the Ordinary Course, limit any business practice of WeCommerce; or (c) restrict any acquisition or disposition of any property by WeCommerce.
(aa) Authorizations.
(i) WeCommerce and each of its Material Subsidiaries has obtained and is in compliance with all material Authorizations required by applicable Laws, necessary to conduct its current business as now being conducted, except where the failure to obtain and be in compliance with such Authorization would not, individually or in the aggregate, have a Material Adverse Effect on WeCommerce and its Material Subsidiaries, taken as a whole.
(ii) All material Authorizations of WeCommerce and its Material Subsidiaries are in full force and effect, and, to the knowledge of WeCommerce, no Person has threatened to revoke, amend, suspend, cancel, modify, not renew or impose any condition in respect of, or to WeCommerce’s knowledge, commenced proceedings to revoke, amend, suspend, cancel, modify, not renew or impose conditions in respect of, any such material Authorization.

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(iii) No material Authorizations of WeCommerce or any of its Material Subsidiaries will in any way be affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement or any of the other agreements contemplated hereunder or executed herewith.
(iv) To the knowledge of WeCommerce, there are no facts, events or circumstances that would reasonably be expected to result in a failure to obtain or failure to be in compliance with such material Authorizations as are necessary to conduct the business of WeCommerce and its Material Subsidiaries as it is currently being conducted.

(bb) Compliance with Laws.

(i) WeCommerce and each of its Material Subsidiaries have complied with and are not in violation, in any material respect, of any applicable Laws.
(ii) Except as set out in the WeCommerce Disclosure Letter or the WeCommerce Filings, neither WeCommerce nor any of its Material Subsidiaries has received any written notices or other written correspondence from any Governmental Entity (1) regarding any violation (or any investigation, inspection, audit, or other proceeding by any Governmental Entity involving allegations of any violation) of any Law (other than Environmental Laws) that has not been cured as of the date hereof or (2) of any circumstances that may have existed or currently exist which could lead to a loss, suspension, or modification of, or a refusal to issue, any material Authorization. To the knowledge of WeCommerce, no investigation, inspection, audit or other proceeding by any Governmental Entity involving allegations of any material violation of any Law (other than Environmental Laws) by WeCommerce or any of its Material Subsidiaries is threatened or contemplated.

(cc) Anti-Corruption Laws & Sanctions.

(i) Neither WeCommerce, its Material Subsidiaries nor, to the knowledge of WeCommerce, any of their respective directors, officers, representatives, agents or employees (i) has used or is using any corporate funds for any illegal contributions, gifts, entertainment or other expenses relating to political activity that would be illegal, (ii) has used or is using any corporate funds for any direct or indirect illegal payments to any foreign or domestic governmental officials or employees, (iii) has violated or is violating any applicable provision of the United States Foreign Corrupt Practices Act of 1977, the Corruption of Foreign Public Officials Act (Canada) or any similar Laws of other jurisdictions, (iv) has established or maintained, or is maintaining, any illegal fund of corporate monies or other properties or (v) has made any bribe, illegal rebate, illegal payoff, influence payment, kickback or other illegal payment of any nature in connection with the business of WeCommerce and its Material Subsidiaries.

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(ii) None of WeCommerce or any of its Material Subsidiaries or, to the knowledge of WeCommerce, any director, officer, agent, employee or affiliate of WeCommerce or any of its Material Subsidiaries, has had any Sanctions imposed upon any such person, and WeCommerce and its Material Subsidiaries are not in violation of any of the Sanctions or Law or executive order relating thereto, and are not conducting business with any person subject to any Sanctions.
(dd) Anti-Spam. Except as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, WeCommerce and its Material Subsidiaries and have been in material compliance with Canada's Anti-Spam Legislation (S.C. 2010, c. 23)(CASL), and, within the meaning of that law, sends commercial electronic messages only to recipients who have provided express consent to the receipt of such messages, or with respect to whom WeCommerce or its Material Subsidiaries, as applicable, is deemed to have implied consent due to the existence of an existing business relationship.
(ee) Employment & Labour Matters. Except as disclosed in Schedule 3.2(1)(ee) of the WeCommerce Disclosure Letter or set forth in the WeCommerce Filings:
(i) There are no labour disputes, strikes, organizing activities or work stoppages against WeCommerce or any of its Material Subsidiaries pending, or to knowledge of WeCommerce, threatened.
(ii) No trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of the employees of WeCommerce or any of its Material Subsidiaries by way of certification, interim certification, voluntary recognition, or succession rights, or has applied or, to the knowledge of WeCommerce, threatened to apply to be certified as the bargaining agent of any employees of WeCommerce or any of its Material Subsidiaries. To the knowledge of WeCommerce there are no threatened or pending union organizing activities involving any employees of WeCommerce or any of its Material Subsidiaries and no such event has occurred within the last five (5) years. There is no labour strike, dispute, work slowdown or stoppage pending or involving or, to the knowledge of WeCommerce, threatened against WeCommerce or any of its Material Subsidiaries and no such event has occurred within the last five (5) years.
(iii) To the knowledge of WeCommerce, there are no ongoing or outstanding orders, inspection orders or written equivalents, workplace audits or written equivalents, appeals, charges fines or penalties made in connection with any occupational health and safety legislation or workers’ compensation legislation which relate to the business of WeCommerce and its Material Subsidiaries. There have been no fatal or critical accidents in the last three years. To the knowledge of WeCommerce, there are no materials or conditions present in the business of WeCommerce and its Material

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Subsidiaries, exposure to which could result in a disease caused by employment or peculiar to or characteristic of such materials or conditions or characteristic of a particular industrial process, trade or occupation, including but not limited to all occupational diseases as defined in the Workplace Compensation Act (British Columbia) and its schedules and regulations.

(iv) There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any provincial or state workers’ compensation statute or regulation, and nether WeCommerce nor any of its Material Subsidiaries has been reassessed in any respect under such statute or regulation during the past three years and, to the knowledge of WeCommerce, no audit of WeCommerce or any its Material Subsidiaries is currently being performed pursuant to any provincial or state workers’ compensation statute or regulation, and, to the knowledge of WeCommerce, there are no claims or potential claims which may adversely affect WeCommerce’s or any of its Material Subsidiaries’ accident cost experience in respect of the business.
(v) Except as set forth in Schedule 3.2(l)(ee)(v) of the WeCommerce Disclosure Letter, neither Tiny nor any of its Material Subsidiaries are party to any Collective Agreement nor, to the knowledge of WeCommerce, subject to any application for certification or threatened union-organizing campaigns for employees not covered under a Collective Agreement nor are there any current, or to the knowledge of WeCommerce, pending or threatened strikes or lockouts at WeCommerce or its Material Subsidiaries.
(vi) Schedule 3.2(1)(ee)(ix) of the WeCommerce Disclosure Letter lists all Employee Plans of WeCommerce and its Material Subsidiaries.
(vii) All Employee Plans of WeCommerce and its Material Subsidiaries are and have been established, registered, funded and administered in all material respects: in (x) accordance with applicable Laws and (y) in accordance with their terms. To the knowledge of WeCommerce, no fact or circumstance exists which could reasonably be expected to adversely affect the registered status of any such Employee Plan. All employer and employee payments, contributions and premiums required to be remitted, paid to or in respect of each Employee Plan or Statutory Plan have, in all material respects, been paid or remitted in a timely fashion in accordance with Laws and its terms.
(viii) All contributions, premiums or taxes required to be made or paid by WeCommerce or any of its Material Subsidiaries under the terms of each Employee Plan of WeCommerce and its Material Subsidiaries or by applicable Laws have been made in a timely fashion.
(ix) None of the Employee Plans is a Defined Benefit Pension Plan. Neither WeCommerce nor any of its Material Subsidiaries have any liability or

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obligation to provide any health, life insurance or other welfare benefits beyond retirement or other termination of service to any current or former employees, directors, managers, officers, independent contractors or consultants (or to any spouses, dependants, beneficiaries or survivors of such persons).

(ff) Intellectual Property.

(i) WeCommerce and its Material Subsidiaries own all right, title and interest in and to, or is validly licensed (and are not in material breach of such licenses), all Intellectual Property that is material to the conduct of the business, as currently conducted, of WeCommerce and its Material Subsidiaries (collectively, the “ WeCommerce Intellectual Property Rights ”). To the knowledge of WeCommerce, all such WeCommerce Intellectual Property Rights are valid and enforceable (subject to the effects of bankruptcy, insolvency, reorganization, moratorium or laws relating to or affecting creditors’ rights generally). To the knowledge of WeCommerce, the operation of the businesses of WeCommerce and its Material Subsidiaries and the use and exploitation of the WeCommerce Intellectual Property Rights do not infringe upon, misappropriate, or otherwise violate the Intellectual Property rights of any third party. Except as disclosed in Schedule 3.2(1)(ff)(i) of the WeCommerce Disclosure Letter, to the knowledge of WeCommerce, no third party is infringing upon, misappropriating, or otherwise violating the WeCommerce Intellectual Property Rights. There are no proceedings pending, or to the knowledge of WeCommerce, threatened, with respect to the Software of WeCommerce or to the WeCommerce Intellectual Property Rights, including allegations of any breach, violation, infringement, misappropriation, or interference by WeCommerce of the Intellectual Property of any Person, and there is no proceeding pending or to the knowledge of WeCommerce, threatened by any Person challenging WeCommerce’s rights in or to the WeCommerce Intellectual Property Rights.
(ii) To the knowledge of WeCommerce, the WeCommerce Intellectual Property Rights constitutes all of the Intellectual Property necessary for and used in connection with the operation of the business of WeCommerce as presently conducted, and no other Intellectual Property is material or necessary to the operation of the business of WeCommerce as presently conducted. Except as would not reasonably be expected to be material, individually or in the aggregate, to WeCommerce, all employees or contractors of WeCommerce who have authored, conceived, created or developed any Intellectual Property used in the operation of the business of WeCommerce as presently conducted while employed or engaged by WeCommerce have assigned all of their rights in such Intellectual Property to WeCommerce, and waived all non-assignable Intellectual Property rights therein including their moral rights.

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(iii) WeCommerce and its Material Subsidiaries have taken commercially reasonable steps to maintain their rights to the WeCommerce Intellectual Property Rights and to protect and preserve the confidentiality of, and their exclusive right to use, all of their trade secrets and material confidential information and know-how, and, to the knowledge of WeCommerce, no such trade secrets, information, or know-how have been improperly used or accessed by, or disclosed (other than under obligations of confidentiality) to any other Person.
(iv) None of the WeCommerce Intellectual Property Rights is subject to any judgment, order or decree restricting the use, distribution, transfer or licensing thereof by WeCommerce.
(v) WeCommerce has not disclosed any confidential material WeCommerce Intellectual Property Rights (including the source code to any Software) to any third party other than pursuant to a written agreement under which such third party agrees to protect such confidential information.
(vi) WeCommerce is in compliance in all material respects with all obligations under any agreement pursuant to which WeCommerce has obtained the legal right to use or exploit the WeCommerce Intellectual Property Rights, including Software. WeCommerce is not a party to nor bound by any contract or commitment to pay any royalty, license fee or management fee pertaining (i) to the WeCommerce Intellectual Property Rights or (ii) to WeCommerce owned Software that is licensed by WeCommerce in its provision of products and services to its customers.
(vii) All Business Systems used in connection with the conduct of the business of WeCommerce as presently conducted have been properly maintained, in all material respects, and are in good working condition. The Business Systems are sufficient, in all material respects, for conducting the business of WeCommerce as presently conducted. Except as has not or as would not reasonably be expected to, individually or in the aggregate, resulted in or result in, as applicable, a Material Adverse Effect, in the last 12 months, there has not been any failure with respect to any of the Business Systems that has not been remedied or replaced. WeCommerce has in place a commercially reasonable disaster recovery program, including providing for the regular back-up and prompt recovery of the data and information necessary to the conduct of the business of WeCommerce without material disruption to, or material interruption in, the conduct of the business of WeCommerce.
(viii) WeCommerce takes and has taken commercially reasonable measures to protect and maintain the confidentiality of all material trade secrets and other material confidential or proprietary information used or held for use in connection with the operation of the business of WeCommerce as presently conducted. WeCommerce has information security policies and

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practices that: (i) include commercially reasonable safeguards to maintain the security, confidentiality, and integrity of all material trade secrets and other material confidential or proprietary information; (ii) are designed to protect against unauthorized access to the Business Systems.

(ix) Except as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect to WeCommerce, and other than as set forth in Schedule 3.2(1)(ff)(ix) of the WeCommerce Disclosure Letter, (i) WeCommerce does not use any Open Source Software in the development of Software or any other product or service of WeCommerce, (ii) there is no Open Source Software contained in, incorporated into, or bundled with Software or any other product or service of WeCommerce, and (iii) WeCommerce has not distributed any Open Source Software, alone or as part of or incorporated with, any of the Software.
(x) Except as would not reasonably be expected to, individually or in the aggregate, to WeCommerce, result in a Material Adverse Effect to WeCommerce has not used Open Source Software in any manner that would or could, with respect to any Software or other WeCommerce Intellectual Property Rights, (i) require its disclosure or distribution in source code form; (ii) require the licensing thereof for the purpose of making derivative works; (iii) impose any restriction on the consideration to be charged for the distribution thereof; (iv) create, or purport to create, obligations WeCommerce with respect to Software or other WeCommerce Intellectual Property Rights or grant, or purport to grant, to any third party, any rights or immunities under Software or other WeCommerce Intellectual Property Rights; or (v) impose any other material limitation, restriction, or condition on the right of WeCommerce with respect to its use or distribution.
(xi) To the knowledge of WeCommerce, there is no deficiency in any of WeCommerce’s or its Material Subsidiaries’ cybersecurity measures or policies that could reasonably be expected to result in a loss of data or a breach of security of WeCommerce or its Material Subsidiaries in any material respect.
(xii) The WeCommerce Disclosure Letter sets out (A) any written complaint received in the last five (5) years relating to an improper use or disclosure of any information involving WeCommerce or any of its Material Subsidiaries; and (B) any material breaches, to the knowledge of WeCommerce, in the information security, cybersecurity or similar systems in respect of WeCommerce or any of its Material Subsidiaries in the past five (5) years, and in each case, the remedial action, if any taken by WeCommerce or any of its Material Subsidiaries, as applicable.
(gg) Related Party Transactions. Except as disclosed in Schedule 3.2(1)(ll) of the WeCommerce Disclosure Letter, as set forth in the WeCommerce Filings or as

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reflected in the WeCommerce Financial Statements and other than standard employment-related agreements entered into in the Ordinary Course, there are no Contracts or other transactions currently in place between WeCommerce or any of its Material Subsidiaries, on the one hand, and: (i) any director, officer or employee of WeCommerce or any of its Material Subsidiaries or any registered or beneficial holder of more than five percent of WeCommerce Shares as of the date of this Agreement; and (ii) any affiliate or associate of any such, director, officer, employee or shareholder.

(hh) No Joint Venture Interests or Strategic Alliances. Except as set forth in WeCommerce Disclosure Letter, none of WeCommerce or any of its Material Subsidiaries is a party to a strategic alliance or co-operative agreement or is a partner, beneficiary, trustee, co-tenant, joint-venturer or otherwise a participant in any partnership, trust, joint venture, co-tenancy or similar jointly owned business undertaking and none of WeCommerce or any of its Material Subsidiaries has investment interests in any business owned or controlled by any third party.
(ii) Brokers. Other than as disclosed in Schedule 3.2(1)(nn) of the WeCommerce Disclosure Letter, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of WeCommerce or any of its Material Subsidiaries.
(jj) Insurance. As of the date hereof, WeCommerce and each of its Material Subsidiaries have such policies of insurance as set forth in the WeCommerce Disclosure Letter. All material insurance policies with respect to the business and assets of WeCommerce and its Material Subsidiaries are in full force and effect, no written notice of cancellation has been received, and there is no existing default or event which, with the giving of notice or lapse of time or both, would constitute a default by any of the insured parties thereunder. To the knowledge of WeCommerce, there is no material claim pending under any insurance policy of WeCommerce or its Material Subsidiaries that has been denied, rejected, questioned or disputed by any insurer or as to which any insurer has made any reservation of rights or refused to cover all or any material portion of such claims.

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SCHEDULE “D”

FORM OF VOTING SUPPORT AGREEMENT

VOTING SUPPORT AGREEMENT

THIS AGREEMENT is made as of [ • ] , 2023

BETWEEN :

TINY CAPITAL LTD. , a company incorporated under the laws of the Province of British Columbia and having a registered and records address 2900 – 550 Burrard Street, Vancouver, British Columbia V6C 0A3 (“ Tiny ”)

and –

[ • ] a [corporation/Shareholder/partnership] existing under the laws of [ • ] (the “ Shareholder ”)

RECITALS :

WeCommerce Holdings Ltd. (the “ Company ”) proposes to acquire all of the issued and outstanding shares of Tiny (the “ Transaction ”) pursuant to an amalgamation under the Business Corporations Act (British Columbia). The terms and conditions of the Transaction are set out in an amalgamation agreement to be entered into on the date hereof between Tiny, the Company and a wholly owned subsidiary of the Company (the “ Amalgamation Agreement ”).
Under the Amalgamation Agreement, the shareholders of Tiny will receive common shares of the Company in exchange for their shares of Tiny, and following the Transaction, former shareholders of Tiny will hold the majority of the common shares of the Company. The Transaction is a related party transaction under applicable securities laws and must be approved by the holders of common shares of the Company, in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions .
The Shareholder exercises control or direction over, directly or indirectly, the Subject Shares (as defined below) and the Securities (as defined below) set forth in Schedule “A” and wishes to confirm its support for the Transaction.
As a condition to the willingness of Tiny to enter into the Amalgamation Agreement and to proceed with the Transaction, the Shareholder is willing to execute and deliver this Agreement and make certain representations, warranties, covenants and agreements with respect to the Subject Shares.
This Agreement sets out the terms and conditions of the agreement of the Shareholder to abide by the covenants in respect of the Subject Shares and the other restrictions and covenants set forth herein.

NOW THEREFORE , in consideration of the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties hereto agree as follows:

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ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, including the recitals:

“ Acquisition Proposal ” has the meaning ascribed thereto in the Amalgamation Agreement;

“ affiliate ” of any Person means, at the time such determination is being made, any other Person controlling, controlled by or under common control with such first Person, in each case, whether directly or indirectly, and “ control ” and any derivation thereof means the holding of voting securities of another Person sufficient to elect a majority of the board of directors (or the equivalent) of such Person;

“ Agreement ” means this voting support agreement as it may be amended, modified or supplemented from time to time in accordance with its terms;

“ Amalgamation Agreement ” has the meaning ascribed thereto in the recitals hereof;

“ Business Day ” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Vancouver, British Columbia;

“ Common Shares ” means the common shares in the capital of the Company;

“ Company ” has the meaning ascribed thereto in the recitals hereof;

“ Governmental Entity ” means (i) any international, multinational, national, federal, provincial, state, municipal, local or other governmental or public department, central bank, court, arbitral body, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (iv) any stock exchange or other self-regulatory organization or securities commission or securities regulatory authority;

“ Notice ” has the meaning ascribed thereto in Section 4.8;

“ Parties ” means Tiny and the Shareholder and “ Party ” means either one of them;

“ Person ” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including any Governmental Entity), syndicate or other entity, whether or not having legal status;

“ Subject Shares ” means the Common Shares listed on Schedule “A” hereto and any Common Shares acquired directly or indirectly by the Shareholder or any of its affiliates subsequent to the date hereof, including any Common Shares issued upon the exercise of the Securities, and includes all securities which such Subject Shares may be converted into, exchanged for or otherwise changed into and any Common Shares in respect of which voting is or may become subsequent to the date hereof, directly or indirectly, controlled or directed by the Shareholder or any of its affiliates;

“ Securities ” means the stock options, deferred share units, restricted share units, performance share units, warrants or other securities to purchase Common Shares set forth on Schedule “A”; and

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“ Transaction ” has the meaning ascribed thereto in the recitals hereof.

1.2 Singular; Plural, etc.

In this Agreement, any reference to gender includes all genders. Words importing the singular number only shall include the plural and vice versa.

1.3 Currency

Unless otherwise expressly stated, all references to currency herein will be deemed to be references to Canadian currency.

1.4 Headings, etc.

The division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and are not to affect its interpretation.

1.5 Date for any Action

In this Agreement, a period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day.

1.6 Governing Law

This Agreement will be governed by, interpreted and enforced in accordance with the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein. Each party irrevocably attorns and submits to the exclusive jurisdiction of the British Columbia Courts situated in the City of Vancouver and waives objection to the venue of any proceeding in such Court or that such Court provides an inconvenient forum.

1.7 Incorporation of Schedules

Schedule “A” attached hereto, for all purposes hereof, forms an integral part of this Agreement.

ARTICLE 2 REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of the Shareholder

The Shareholder represents and warrants to Tiny and acknowledges that Tiny is relying on these representations and warranties in connection with the matters contemplated hereby and by the Amalgamation Agreement that:

(a) In the case of a Shareholder that is not an individual, the Shareholder is duly incorporated or formed, as applicable, and validly existing under the laws of its jurisdiction of incorporation or formation.
(b) The Shareholder, if an individual, has the legal capacity, or if a corporation, partnership or other legal entity, the requisite corporate power and capacity, to enter into this Agreement and to carry out its obligations hereunder. If the Shareholder is a corporation, Shareholder, partnership or other legal entity, the execution and delivery of this Agreement by the

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Shareholder, and the performance by the Shareholder of its obligations hereunder, have been duly authorized by its board of directors (or equivalent) and no other corporate proceeding on its part is necessary to authorize the execution and delivery by the Shareholder of this Agreement and the transactions contemplated hereunder.

(c) This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding obligation of the Shareholder enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.
(d) As of the date hereof, the Shareholder exercises control or direction, directly or indirectly, over all of the Subject Shares and Securities set forth on Schedule “A”. As of the date hereof, other than the Subject Shares and Securities set forth on Schedule “A”, the Shareholder does not exercise control or direction, directly or indirectly, over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its affiliates.
(e) As of the date hereof, the Shareholder possesses the sole and exclusive right and authority to vote (or cause to vote) and sell (or cause to sell) the Subject Shares. As of the date hereof, none of the Subject Shares or Securities set forth on Schedule “A” is subject to any shareholders’ agreement, voting agreement or similar agreement or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming a shareholders’ agreement, voting agreement or other agreement, in each case, which would limit the ability of the Shareholder to perform its obligations contemplated hereby.
(f) No Person has any agreement or option, or any right or privilege (whether by law, preemptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares set forth on Schedule “A” or any interest therein or right thereto.
(g) None of the execution and delivery by the Shareholder of this Agreement, the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating document of the Shareholder, if applicable; (ii) any contract to which the Shareholder is a party or by which its property is bound; or (iii) any judgment, decree, order or award of any Governmental Entity.

The representations, warranties and covenants of the Shareholder set forth in this Section 2.1 shall survive until the termination of this Agreement in accordance with Section 4.1.

2.2 Representations and Warranties of Tiny

Tiny represents and warrants to the Shareholder and acknowledge that the Shareholder is relying on these representations and warranties in connection with the matters contemplated hereby and by the Amalgamation Agreement) that:

(a) Tiny is a corporation duly incorporated and validly existing under the laws of British Columbia and has all necessary corporate power, authority and capacity to enter into this

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Agreement. The execution and delivery of this Agreement and the performance of this Agreement has been duly authorized by all necessary corporate action on the part of Tiny and no other corporate proceeding on the part of Tiny is necessary to authorize the execution and delivery by Tiny of this Agreement and the transactions contemplated hereunder. This Agreement has been duly executed and delivered by Tiny and constitutes a legal, valid and binding obligation of Tiny, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

(b) None of the execution and delivery by Tiny of this Agreement, the completion of the transactions contemplated hereby or the performance of its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of Tiny; (ii) any contract to which Tiny is a party or by which Tiny or its property is bound; or (iii) any judgment, decree, order or award of any Governmental Entity.
(c) No consent, waiver, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Tiny in connection with the execution and delivery of this Agreement, the performance by it of its obligations under this Agreement and the performance by it of its obligations under this Agreement, other than those which are contemplated by the Amalgamation Agreement.
(d) There are no claims, actions, suits, audits, proceedings, investigations or other actions pending against or, to the knowledge Tiny, threatened against or affecting Tiny or any of its properties that, individually or in the aggregate, could reasonably be expected to have an adverse effect on Tiny’s ability to execute and deliver this Agreement and to perform its obligations contemplated by this Agreement.

The representations, warranties and covenants of Tiny set forth in this Section 2.2 shall survive until the termination of this Agreement in accordance with Section 4.1.

ARTICLE 3 COVENANTS

3.1 Covenants of the Shareholder

The Shareholder hereby covenants with Tiny and agrees that from the date of this Agreement until the termination of this Agreement pursuant to Article 4, except with the prior written consent of Tiny, it:

(a) other than as set forth herein, shall not grant or agree to grant any proxy or powers of attorney, or enter into any voting agreement or pooling agreement or other agreement with respect to the voting of any Subject Shares or securities of the Company, or the giving of any consents or approvals of any kind with respect to the voting of any Subject Shares or the Securities, in each case other than pursuant to this Agreement;
(b) shall not requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit Tiny in connection with the Transaction;

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(c) shall, at any meeting of securityholders of the Company, or at any adjournment or postponement thereof, at which the Shareholder or any registered holder of the Subject Shares is entitled to vote, including at the meeting of holders of Common Shares to be called to approve the Transaction and in any action by consent of the securityholders of the Company:
(i) cause to be counted as present for purposes of establishing quorum all of the Subject Shares and vote (or cause to be voted) all of the Subject Shares in favour of the approval, consent, ratification or adoption of the Transaction and any actions required in furtherance of the actions contemplated thereby;
(ii) deposit and cause any beneficial owners of the Subject Shares eligible to be voted to deposit, a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of the Subject Shares eligible to be voted as soon as practicable and in any event at least 10 Business Days prior to the relevant meeting of the Company’s securityholders and as far in advance as practicable of every adjournment or postponement thereof, voting in favour of the approval, consent, ratification or adoption of the Transaction and any actions required in furtherance of the actions contemplated thereby;
(iii) not take, nor permit any Person on its behalf to take, any action to withdraw, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has, at such time, been previously terminated in accordance with Section 4.1; and
(iv) provide copies of each such proxy or voting instruction form (or screen shots evidencing electronic voting thereof) referred to in (ii) above to Tiny at the address below concurrently with its delivery as provided for in (ii) above;
(d) hereby revokes and will take all steps necessary to effect the revocation of any and all previous proxies granted or voting instruction forms or other voting documents delivered that may conflict or be inconsistent with the matters set forth in this Agreement and agrees not to, directly or indirectly, grant or deliver any other proxy, power of attorney or voting instruction form with respect to the matters set forth in this Agreement except as expressly required or permitted by this Agreement;
(e) without having first obtained the prior written consent of Tiny, acting reasonably, shall not option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any sale, repurchase agreement or other monetization transaction with respect to any of the Subject Shares, or any right or interest therein (legal or equitable), to any Person or group of Persons or agree to do any of the foregoing, provided, for greater certainty, that the foregoing restrictions shall not prevent the Shareholder from exercising its Securities in accordance with their terms;
(f) shall not exercise: (i) any rights of appraisal or rights of dissent which may be provided under any law or otherwise in connection with the Transaction or the transactions contemplated by the Amalgamation Agreement that the Shareholder may have; or (ii) any other shareholder rights or remedies available to the Shareholder, whether arising under statute, at common law or otherwise, to impede, frustrate, nullify, prevent, hinder, delay, upset or challenge the Transaction;

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(g) shall not, directly or indirectly, through any officer, director, employee, representative or agent or otherwise, and shall not permit any such Person to:
(i) solicit proxies or become a participant in a solicitation in opposition to or competition with the Transaction or the transactions contemplated under the Amalgamation Agreement;
(ii) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the Transaction;
(iii) act jointly or in concert with others with respect to the Common Shares or any other voting securities of the Company for the purpose of opposing or competing with the Transaction or the transactions contemplated under the Amalgamation Agreement;
(iv) make, solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information of the Company or any of its affiliates or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer from any Person (other than Tiny or an affiliate of Tiny) in respect of or that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(v) enter into or otherwise engage or participate in or otherwise facilitate any discussions or negotiations with any Person (other than Tiny or an affiliate of Tiny) regarding any inquiry, proposal or offer in respect of or that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal
(vi) accept, approve, endorse or enter into or publicly propose to accept, approve, endorse or enter into any agreement (including, for the avoidance of doubt, any letter of intent, term sheet, agreement in principle or other similar document, whether binding (in whole or in part) or otherwise) or proposal or offer in respect of or that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(vii) cooperate in any way with, assist or participate in, knowingly encourage or otherwise facilitate, authorize, commit to or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing;
(h) shall, and will instruct each of its representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion or negotiations commenced on or prior to the date of this Agreement with any Person (other than Tiny or an affiliate of Tiny) with respect to any inquiry, proposal or offer in respect of or that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(i) shall cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) the Subject Shares against any proposed action by the Company, its directors, officers and/or securityholders, any of its affiliates or any other Person (other than Tiny):
(i) in respect of an Acquisition Proposal;

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(ii) which would reasonably be regarded as being directed towards or likely to prevent or delay the successful completion of the Transaction, including without limitation any amendment to the constating documents of the Company, its subsidiaries or their respective organizational structures or capitalization; or
(iii) in respect of any new shareholder rights plan or “poison pill” subsequent to the date of this Agreement;
(j) shall not take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to materially reduce the success of, or delay or interfere with the completion of, the transactions contemplated by the Amalgamation Agreement;
(k) shall cause each of its affiliates, if any, to comply with each of the covenants in this Section 3.1; and
(l) shall notify Tiny promptly if any of the Shareholder’s representations and warranties contained in this Agreement becomes untrue or incorrect in any material respect.

Notwithstanding any other provisions hereof, the Shareholder shall not be obliged to vote or cause to be voted, and the holder of any proxy granted on the Shareholder’s behalf as contemplated herein shall not be entitled to vote, the Subject Shares in the manner provided herein, if at the time of such vote there shall be in force any order or decree of a Governmental Entity restraining or enjoining the Shareholder or the holder of any proxy granted on my behalf from voting the Subject Shares, provided that such order or decree is not the result of any breach of representation, warranty, covenant or agreement by the Shareholder of the provisions of this Agreement, and provided further that the Shareholder has notified Tiny of such order or decree, to the extent the Shareholder is aware of same.

ARTICLE 4 GENERAL

4.1 Termination

This Agreement will terminate and be of no further force or effect upon the earliest to occur of:

(a) the mutual agreement in writing of Tiny and the Shareholder;
(b) the termination of the Amalgamation Agreement in accordance with its terms; and
(c) the closing of the Transaction.

4.2 Effect of Termination

If this Agreement is terminated in accordance with the provisions of Section 4.1, no party will have any further liability to perform its obligations under this Agreement except as expressly contemplated by this Agreement, and provided that neither the termination of this Agreement nor anything contained in Section 4.1 will relieve any party from any liability for any breach by it of this Agreement that occurred prior to the date of such termination.

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4.3 Public Announcements and Filings

(a) Except as required by law or applicable stock exchange requirements, the Shareholder shall not make any public announcement or statement with respect to the Transaction or this Agreement without the prior written approval of Tiny. Moreover, the Shareholder agrees to provide prior notice to Tiny of any public announcement relating to the Transaction or this Agreement and agrees to consult with Tiny prior to issuing such public announcement.
(b) The Shareholder hereby expressly consents to the disclosure of the existence and details of this Agreement in any press release, information circular, court documents or other public disclosure document prepared by the Company, Tiny or any of their respective affiliates in connection with the transactions contemplated by this Agreement and the Amalgamation Agreement, and acknowledges that a copy of this Agreement shall be filed on System for Electronic Document Analysis and Retrieval (SEDAR) on or following the date hereof.

4.4 Equitable Relief

The parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to injunctive and other equitable relief to prevent breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the parties may be entitled at law or in equity.

4.5 Time of the Essence

Time is of the essence in this Agreement.

4.6 Waiver

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the party to be bound by the waiver. A party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a party from any other or further exercise of that right or the exercise of any other right.

4.7 Entire Agreement

This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the parties with respect thereto.

4.8 Notices

Any notice, consent, direction or other communication given regarding the matters contemplated by this Agreement (each a “ Notice ”) must be in writing, sent by personal delivery, courier or electronic mail and addressed:

(a) if to Tiny:

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Tiny Capital Ltd. #400-1152 Mainland St. Vancouver, British Columbia, Canada V6B 4X2

Attention: Ampere Chan, CFO Email: [email protected]

with a copy (which shall not constitute notice) to:

Fasken Martineau DuMoulin LLP Suite 2900 – 550 Burrard Street Vancouver, British Columbia, Canada V6C 0A3

Attention: Steve Saville Email: [email protected]

(b) if to the Shareholder:

[Name] [Address] Attention: [ • ] Email: [ • ]

A Notice is deemed to be given and received (i) if sent by personal delivery, same day courier or electronic mail, on the date of delivery if it is a Business Day and the delivery was made prior to 4:30 p.m. (local time in place of receipt) and otherwise on the next Business Day, and (ii) if sent by overnight courier, on the next Business Day. A party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the party at its changed address. Any element of a party’s address that is not specifically changed in a Notice will be deemed not to be changed. Sending a copy of a Notice to a party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the Notice to that party. The failure to send a copy of a Notice to legal counsel does not invalidate delivery of that Notice to a party.

4.9 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

4.10 Successors and Assigns

The provisions of this Agreement will be binding upon and enure to the benefit of the parties hereto and their respective successors, permitted assigns and legal personal representatives,

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provided that no party may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement without the prior written consent of the other party hereto, provided that Tiny may assign all or any portion of its rights and obligations under this Agreement to, and all or part of its obligations under this Agreement may be assumed by, any of its affiliates if Tiny continues to be jointly and severally liability with such affiliate for all of its obligations hereunder.

4.11 Expenses

Each party will pay all costs and expenses (including the fees and disbursements of legal counsel and other advisers) it incurs in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated by this Agreement.

4.12 Independent Legal Advice

Each of the parties hereby acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that they have either done so or waived their right to do so in connection with the entering into of this Agreement.

4.13 Fiduciary Duty

Nothing herein shall restrict or limit the actions of any director or officer required to be taken in the discharge of his or her fiduciary duties as a director or officer of the Company or any Subsidiary of the Company (including, without limitation, any action permitted by the Amalgamation Agreement). Tiny agrees that the Shareholder is entering into this Agreement solely in his, her or its capacity as a securityholder of the Company and the provisions of this Agreement shall not be deemed or interpreted to bind the Shareholder in his or her capacity (if applicable) as a director or officer of the Company or any of its Subsidiaries and shall not require the Shareholder to take any action in their capacity as an officer of the Company (if applicable), in contravention of, or omit to take any action pursuant to, or otherwise take or refrain from taking any actions which are inconsistent with, instructions or directions of the board of directors of the Company undertaken in the exercise of their fiduciary duties.

4.14 Further Assurances

The parties hereto will, with reasonable diligence, do all things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each party will provide such further documents or instruments required by the other party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions, whether before or after the closing of the Transaction.

4.15 Execution and Delivery

This Agreement may be executed in any number of counterparts (including counterparts by facsimile or electronic mail) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the parties.

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IN WITNESS OF WHICH the parties have executed this Voting Support Agreement.

TINY CAPITAL LTD.

By: Name: Title: [●] By: Name: Title:

[SHAREHOLDER]

By:

Name: Title:

SIGNED, SEALED AND DELIVERED in the presence of:

Witness

) ) ) ) ) ) [SHAREHOLDER]

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SCHEDULE “A”

Name of Shareholder	Number of Common Shares	Number of Options	Number of DSUs/RSUs/PSUs	Number of Warrants

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SCHEDULE “E” AMALGAMATION RESOLUTION

“RESOLVED AS SPECIAL RESOLUTIONS THAT :

the amalgamation under Section 269 of the Business Corporation Act (British Columbia) (the “ BCBCA ”) of Tiny with 1396773 B.C. Ltd. (“ Subco ”) (the “ Amalgamation ”) as provided for and subject to the terms and conditions set forth in the draft amalgamation agreement among WeCommerce Holdings Ltd., Tiny and Subco, as it may be amended from time to time (the “ Amalgamation Agreement ”), is hereby approved, authorized and confirmed in all respects;
the Amalgamation Agreement is hereby adopted on substantially the same terms and conditions set forth in the draft presented to shareholders and any one director or officer of Tiny be and is hereby authorized and directed to execute and deliver the Amalgamation Agreement, subject to such amendments, additions or deletions as such director or officer may reasonably determine, for and on behalf of Tiny and any one director or officer of Tiny be and is hereby further authorized and directed for and on behalf of Tiny and in its name and under its corporate seal or otherwise to do all such further and other acts and things and execute or cause to be executed such further and other instruments, agreements, certificates, acknowledgments, guarantees, mortgages, share pledges, declarations, documents, undertakings, resolutions, powers of attorney and other writings which are, in the opinion of such officer or director, necessary or desirable to complete the transactions contemplated by the Amalgamation Agreement, and to further amend any instruments or agreements previously executed or delivered on behalf of Tiny, all to be in such form and on such terms as shall be approved, such approval to be conclusively evidenced by his/her execution thereon;
any officer or director of Tiny is hereby authorized and directed, on behalf of Tiny, to execute and deliver an amalgamation application to effect the Amalgamation and to file same with BC Registry Services with respect to the Amalgamation;
notwithstanding that this special resolution has been passed (and the Amalgamation Agreement adopted) by the shareholders of Tiny, the directors of Tiny are hereby authorized and empowered without further approval of the shareholders of Tiny at any time prior to the issuance under the BCBCA of a certificate of amalgamation in respect of the Amalgamation (i) to amend, modify or supplement the Amalgamation Agreement to the extent permitted by the Amalgamation Agreement, and (ii) not to proceed with the Amalgamation to the extent permitted by the Amalgamation Agreement or otherwise give effect to these resolutions; and
any officer or director of Tiny is hereby authorized and directed for and on behalf of and in the name of Tiny to execute, under the seal of Tiny or otherwise, and to deliver, all documents, agreements and instruments and to do all such other acts and things, including delivering such documents as are necessary or desirable to Registrar of Companies for filing in accordance with the Amalgamation Agreement, as such officer or director, may deem necessary or desirable to implement the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such documents, agreements or instruments or doing of any such act or thing.”

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SCHEDULE “F” TRANSACTION RESOLUTION

“BE IT RESOLVED THAT as a resolution of a majority of the minority shareholders of WeCommerce Holdings Ltd. (“ WeCommerce ”) that:

the execution and delivery of the amalgamation agreement dated January 22, 2023 among WeCommerce Holdings Ltd. (“ WeCommerce ”), Tiny Capital Ltd. and 1396773 B.C. Ltd. (“ Subco ”), as it may be amended from time to time (the “ Amalgamation Agreement ”);
the performance by WeCommerce of its obligations under the Amalgamation Agreement, including the acquisition of all of the outstanding shares of Tiny in exchange for the issuance of common shares in the capital of WeCommerce, be and is hereby authorized and approved;
subject to the approval of the TSX Venture Exchange, the completion of the transactions contemplated by the Amalgamation Agreement, on such terms and conditions as the board of directors of WeCommerce (the “ Board ”) may determine, in its sole discretion, and all matters related thereto, be and are hereby authorized and approved;
notwithstanding that this ordinary resolution has been passed (and the Amalgamation Agreement adopted) by the shareholders of WeCommerce, the Board is hereby authorized and empowered, without further approval of the shareholders of WeCommerce, at any time prior to the issuance under the Business Corporations Act (British Columbia) (the “ BCBCA ”) of a certificate of amalgamation in respect of the Amalgamation: (i) to amend, modify or supplement the Amalgamation Agreement to the extent permitted by the Amalgamation Agreement, and (ii) not to proceed with the Amalgamation to the extent permitted by the Amalgamation Agreement or otherwise give effect to these resolutions; and
any officer or director of WeCommerce is hereby authorized and directed, for and on behalf of and in the name of WeCommerce to execute, under the seal of WeCommerce or otherwise, and to deliver, all documents, agreements and instruments and to do all such other acts and things, including delivering such documents as are necessary or desirable to the director appointed under the BCBCA for filing in accordance with the Amalgamation Agreement, as such officer or director, may deem necessary or desirable to implement the foregoing resolutions and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents, agreements or instruments or doing of any such act or thing.”

308496.00002/97570625.5

SCHEDULE “G” AMALGAMATION APPLICATION AND ARTICLES OF AMALCO

308496.00002/97570625.5

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FASKEN MARTINEAU DUMOULIN LLP

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FASKEN MARTINEAU DUMOULIN LLP

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FASKEN MARTINEAU DUMOULIN LLP

Incorporation Number

Translation of Name (if any)

PROVINCE OF BRITISH COLUMBIA

BUSINESS CORPORATIONS ACT

ARTICLES

OF

TINY AMALGAMATION CORP.

Fasken Martineau DuMoulin LLP Barristers & Solicitors Canada

308496.00002/97570625.5

FASKEN MARTINEAU DUMOULIN LLP

PROVINCE OF BRITISH COLUMBIA

BUSINESS CORPORATIONS ACT

ARTICLES OF TINY AMALGAMATION CORP. (the “Company”)

Incorporation Number ____

Translation of Name (if any)

PART 1 INTERPRETATION

1.1 Definitions . Without limiting Article 1.2, in these articles, unless the context requires otherwise:

“adjourned meeting” means the meeting to which a meeting is adjourned under Articles 11.8 or 11.12;

“board”, “board of directors” and “directors” mean the directors or sole director of the Company for the time being and include a committee or other delegate, direct or indirect, of the directors or director;

“ Business Corporations Act ” means the Business Corporations Act , S.B.C. 2002, c.57 as amended, restated or replaced from time to time, and includes its regulations;

“ Interpretation Act ” means the Interpretation Act , R.S.B.C. 1996, c. 238;

“legal personal representative” means the personal or other legal representative of the shareholder; and

“seal” means the seal of the Company, if any.

1.2 Business Corporations Act Definitions Apply . The definitions in the Business Corporations Act apply to these articles.

1.3 Interpretation Act Applies . The Interpretation Act applies to the interpretation of these articles as if these articles were an enactment.

1.4 Conflict in Definitions . If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these articles.

1.5 Conflict Between Articles and Legislation . If there is a conflict between these articles and the Business Corporations Act , the Business Corporations Act will prevail.

PART 2 SHARES AND SHARE CERTIFICATES

2.1 Authorized Share Structure . The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2 Form of Share Certificate . Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act .

2.3 Right to Share Certificate or Acknowledgement . Unless the shares of which the shareholder is the registered owner are uncertificated shares, each shareholder is entitled, without charge, to:

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(a) one certificate representing the share or shares of each class or series of shares registered in the shareholder’s name; or
(b) a non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate,

provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or acknowledgement and delivery of a share certificate or acknowledgment for a share to one of several joint shareholders or to one of the shareholder’s duly authorized agents will be sufficient delivery to all. The Company may refuse to register more than three persons as joint holders of a share.

2.4 Sending of Share Certificate . Any share certificate or non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate to which a shareholder is entitled may be sent to the shareholder by mail at the shareholder’s registered address, and neither the Company nor any agent is liable for any loss to the shareholder because the share certificate or acknowledgment sent is lost in the mail or stolen.

2.5 Replacement of Worn Out or Defaced Certificate . If the board of directors, or any officer or agent designated by the directors, is satisfied that a share certificate is worn out or defaced, they must, on production to them of the certificate and on such other terms, if any, as they think fit:

(a) order the certificate to be cancelled; and
(b) issue a replacement share certificate.

2.6 Replacement of Lost, Stolen or Destroyed Certificate . If a share certificate is lost, stolen or destroyed, a replacement share certificate must be issued to the person entitled to that certificate if the board of directors, or any officer or agent designated by the directors, receives:

(a) proof satisfactory to them that the certificate is lost, stolen or destroyed; and
(b) any indemnity the board of directors, or any officer or agent designated by the directors, considers adequate.

2.7 Splitting Share Certificates . If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Company must cancel the surrendered certificate and issue replacement share certificates in accordance with that request. The Company may refuse to issue a certificate with respect to a fraction of a share.

2.8 Certificate Fee . There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act , determined by the directors.

2.9 Recognition of Trusts . Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

PART 3 ISSUE OF SHARES

3.1 Directors Authorized to Issue Shares . Subject to the Business Corporations Act and the rights of the holders of issued shares of the Company, the directors may issue, allot, sell or otherwise dispose of the unissued shares, and previously issued shares that are subject to reissuance or held by the Company, whether with par value or without par value, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares may be issued) that the directors, in their absolute discretion, may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

3.2 Commissions and Discounts . The directors may, at any time, authorize the Company to pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

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3.3 Brokerage . The directors may authorize the Company to pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4 Conditions of Issue . Except as provided for by the Business Corporations Act , no share may be issued until it is fully paid. A share is fully paid when:

(a) consideration is provided to the Company for the issue of the share by one or more of the following:

(i) past services performed for the Company;

(ii) property; or

(iii) money; and

(b) the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

3.5 Warrants, Options and Rights . Subject to the Business Corporations Act , the Company may issue warrants, options and rights upon such terms and conditions as the directors determine, which warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

3.6 Fractional Shares . A person holding a fractional share does not have, in relation to the fractional share, the rights of a shareholder in proportion to the fraction of the share held.

PART 4 SHARE REGISTERS

4.1 Central Securities Register . As required by and subject to the Business Corporations Act , the Company must maintain in British Columbia a central securities register.

4.2 Branch Registers . In addition to the central securities register, the Company may maintain branch securities registers.

4.3 Appointment of Agents . The directors may, subject to the Business Corporations Act , appoint an agent to maintain the central securities register and any branch securities registers. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.4 Closing Register . The Company must not at any time close its central securities register.

PART 5 SHARE TRANSFERS

5.1 Recording or Registering Transfer . Except to the extent that the Business Corporations Act otherwise provides, a transfer of a share of the Company must not be recorded or registered unless:

(a) a duly signed instrument of transfer in respect of the share has been received by the Company;
(b) if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company; and
(c) if a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment has been surrendered to the Company.

5.2 Form of Instrument of Transfer . The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the directors from time to time.

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5.3 Transferor Remains Shareholder . Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.4 Signing of Instrument of Transfer . If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer, or, if no number is specified, all the shares represented by share certificates deposited with the instrument of transfer:

(a) in the name of the person named as transferee in that instrument of transfer; or
(b) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the share certificate is deposited for the purpose of having the transfer registered.

5.5 Enquiry as to Title Not Required . Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

5.6 Transfer Fee . There must be paid to the Company, in relation to the registration of any transfer, the amount determined by the directors.

PART 6 TRANSMISSION OF SHARES

6.1 Legal Personal Representative Recognized on Death . In the case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2 Rights of Legal Personal Representative . The legal personal representative has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.

PART 7 PURCHASE OF SHARES

7.1 Company Authorized to Purchase Shares . Subject to the special rights and restrictions attached to any class or series of shares and the Business Corporations Act , the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and on the terms specified in such resolution.

7.2 Purchase When Insolvent . The Company must not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(a) the Company is insolvent; or
(b) making the payment or providing the consideration would render the Company insolvent.

7.3 Sale and Voting of Purchased Shares . If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

(a) is not entitled to vote the share at a meeting of its shareholders;
(b) must not pay a dividend in respect of the share; and
(c) must not make any other distribution in respect of the share.

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PART 8 BORROWING POWERS

8.1 Powers of Directors . The Company, if authorized by the directors, may from time to time:

(a) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the directors consider appropriate;
(b) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person;
(c) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and
(d) mortgage or charge, whether by way of specific or floating charge, or give other security on the whole or any part of the present and future undertaking of the Company.

8.2 Terms of Debt Instruments . Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, and with any special privileges on the redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of directors or otherwise, and may by their terms be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder, all as the directors may determine.

8.3 Delegation by Directors . For greater certainty, the powers of the directors under this 6.1 may be exercised by a committee or other delegate, direct or indirect, of the board authorized to exercise such powers.

PART 9 ALTERATIONS

9.1 Alteration of Authorized Share Structure . Subject to Article 8.2 and the Business Corporations Act , the Company may by special resolution:

(a) create one or more classes or series of shares or, if none of the shares of a class or series of shares is allotted or issued, eliminate that class or series of shares;
(b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;
(c) subdivide or consolidate all or any of its unissued, or fully paid issued, shares;
(d) if the Company is authorized to issue shares of a class of shares with par value:
- (i) decrease the par value of those shares; or
- (ii) if none of the shares of that class of shares is allotted or issued, increase the par value of those shares;
(e) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;
(f) alter the identifying name of any of its shares; or
(g) otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act .
9.2 Special Rights and Restrictions . Subject to the Business Corporations Act , the Company may by special resolution:
(a) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or

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(b) vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued.

9.3 Change of Name . The Company may by special resolution authorize an alteration of its Notice of Articles in order to change its name.

9.4 Alterations to Articles . If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by special resolution alter these Articles.

9.5 Alterations to Notice of Articles . If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by special resolution alter its Notice of Articles.

PART 10 MEETINGS OF SHAREHOLDERS

10.1 Annual General Meetings . Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act , the Company must hold an annual general meeting, for the first time, not more than 18 months after the date on which it was recognized, and after its first annual reference date, at least once in each calendar year and not more than 15 months after the annual reference date for the preceding calendar year at such date, time and location as may be determined by the directors.

10.2 Resolution Instead of Annual General Meeting . If all of the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3 Calling of Shareholder Meetings . The directors may, whenever they think fit, call a meeting of shareholders.

10.4 Location of Shareholder Meetings . The directors may, by director’s resolution, approve a location outside of British Columbia for the holding of a meeting of shareholders.

10.5 Notice for Meetings of Shareholders . The Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(a) if and for so long as the Company is a public company, 21 days; and
(b) otherwise, 10 days.

10.6 Record Date for Notice . The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act , by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(a) if and for so long as the Company is a public company, 21 days; and
(b) otherwise, 10 days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.7 Record Date for Voting . The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act , by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

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10.8 Failure to Give Notice and Waiver of Notice . The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to receive notice does not invalidate any proceedings at that meeting. Any person entitled to receive notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

10.9 Notice of Special Business at Meetings of Shareholders . If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

(a) state the general nature of the special business; and
(b) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by the shareholders:
(i) at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and
(ii) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

PART 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1 Special Business . At a meeting of shareholders, the following business is special business:
(a) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;
(b) at an annual general meeting, all business is special business except for the following:
- (i) business relating to the conduct of, or voting at, the meeting;
- (ii) consideration of any financial statements of the Company presented to the meeting;
- (iii) consideration of any reports of the directors or auditor;
- (iv) the setting or changing of the number of directors;
- (v) the election or appointment of directors;
- (vi) the appointment of an auditor;
- (vii) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution; and
- (viii) any other business which, under these Articles or the Business Corporations Act , may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

11.2 Special Majority . The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution.

11.3 Quorum . Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting.

11.4 One Shareholder May Constitute Quorum . If there is only one shareholder entitled to vote at a meeting of shareholders:

(a) the quorum is one person who is, or who represents by proxy, that shareholder; and
(b) that shareholder, present in person or by proxy, may constitute the meeting.

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11.5 Meetings by Telephone or Other Communications Medium . A shareholder or proxy holder who is entitled to participate in, including vote at, a meeting of shareholders may participate in person or by telephone or other communications medium if all shareholders and proxy holders participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A shareholder who participates in a meeting in a manner contemplated by this Article 11.5 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner. Nothing in this Article 11.5 obligates the Company to take any action or provide any facility to permit or facilitate the use of any communications medium at a meeting of shareholders.

11.6 Other Persons May Attend . The directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum, and is not entitled to vote at the meeting, unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.7 Requirement of Quorum . No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting.

11.8 Lack of Quorum . If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(a) in the case of a general meeting convened by requisition of shareholders, the meeting is dissolved; and

(b) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place, or at such other date, time or location as the chair specifies on the adjournment.

11.9 Lack of Quorum at Succeeding Meeting . If, at the meeting to which the first meeting referred to in Article 11.8(b) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

11.10 Chair . The following individual is entitled to preside as chair at a meeting of shareholders:

(a) the chair of the board, if any; and
(b) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

11.11 Selection of Alternate Chair . If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.12 Adjournments . The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.13 Notice of Adjourned Meeting . It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.14 Decisions by Show of Hands or Poll . Subject to the Business Corporations Act , every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.

11.15 Declaration of Result . The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.14, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

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11.16 Motion Need Not Be Seconded . No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

11.17 Casting Vote . In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.18 Manner of Taking a Poll . Subject to Article 11.19, if a poll is duly demanded at a meeting of shareholders:

(a) the poll must be taken:

(i) at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and
(ii) in the manner, at the time and at the place that the chair of the meeting directs;

(b) the result of the poll is deemed to be a resolution of and passed at the meeting at which the poll is demanded; and

11.19 Demand for a Poll on Adjournment . A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

11.20 Chair Must Resolve Dispute . In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.21 Casting of Votes . On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

11.22 Demand for Poll . No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

11.23 Demand for a Poll Not to Prevent Continuation of Meeting . The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

11.24 Retention of Ballots and Proxies . The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during statutory business hours by any shareholder or proxy holder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

PART 12 VOTES OF SHAREHOLDERS

12.1 Number of Votes by Shareholder or by Shares . Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint registered holders of shares under Article 12.3:

(a) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote at the meeting has one vote, and
(b) on a poll, every shareholder entitled to vote at the meeting has one vote in respect of each share held by that shareholder and may exercise that vote either in person or by proxy.

12.2 Votes of Persons in Representative Capacity . A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is the legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3 Votes by Joint Shareholders . If there are joint shareholders registered in respect of any share:

(a) any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

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(b) if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4 Legal Personal Representatives as Joint Shareholders . Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders.

12.5 Representative of a Corporate Shareholder . If a corporation that is not a subsidiary of the Company is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(a) for that purpose, the instrument appointing a representative must:
(i) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies or, if no number is specified, two days before the day set for the holding of the meeting; or
(ii) be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting; and
(b) if a representative is appointed under this Article 12.5:
(i) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and
(ii) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.6 Proxy Provisions Do Not Apply to All Companies . If and for so long as the Company is a public company, Articles 12.7 to 12.15 apply to the Company only insofar as they are not inconsistent with any securities legislation of any province or territory of Canada applicable to the Company.

12.7 Appointment of Proxy Holder . Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.8 Alternate Proxy Holders . A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

12.9 When Proxy Holder Need Not Be Shareholder . A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:

(a) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;
(b) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting;
(c) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting; or
(d) the Company is a public company.

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12.10 Deposit of Proxy . A proxy for a meeting of shareholders must:

(a) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or
(b) unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.11 Validity of Proxy Vote . A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(a) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
(b) by the chair of the meeting, before the vote is taken.

12.12 Form of Proxy . A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

[Name of Company] (the “Company”)

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy is given in respect of all shares registered in the name of the shareholder): _____

Signed this _ day of _, __.

______ Signature of shareholder

______ Name of shareholder—printed

12.13 Revocation of Proxy . Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is:

(a) received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
(b) provided, at the meeting, to the chair of the meeting.
12.14 Revocation of Proxy Must Be Signed . An instrument referred to in Article 12.13 must be signed as follows:
(a) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy; or
(b) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

12.15 Production of Evidence of Authority to Vote . The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

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PART 13 DIRECTORS

13.1 Number of Directors . The number of directors, excluding additional directors appointed under Article 14.8, is set at:

(a) if the Company is a public company, the greater of three and the most recently set of:
- (i) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
- (ii) the number of directors set under Article 14.4;
(b) if the Company is not a public company, the most recently set of:
- (i) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
- (ii) the number of directors set under Article 14.4.
13.2 Change in Number of Directors . If the number of directors is set under Articles 13.1(a)(i) or 13.1(b)(i):
(a) the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;
(b) if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3 Directors’ Acts Valid Despite Vacancy . An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4 Qualifications of Directors . A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

13.5 Remuneration of Directors . The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.6 Reimbursement of Expenses of Directors . The Company must reimburse each director for the reasonable expenses that he or she may incur in his or her capacity as director in and about the business of the Company.

13.7 Special Remuneration for Directors . If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company’s business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

13.8 Gratuity, Pension or Allowance on Retirement of Director . Unless otherwise determined by ordinary resolution, the directors may authorize the Company to pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

PART 14 ELECTION AND REMOVAL OF DIRECTORS

14.1 Election at Annual General Meeting . At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

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(a) the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and
(b) all the directors cease to hold office immediately before the election or appointment of directors under paragraph (a), but are eligible for re-election or re-appointment.
14.2 Consent to be a Director . No election, appointment or designation of an individual as a director is valid unless:
(a) that individual consents to be a director in the manner provided for in the Business Corporations Act ; or
(b) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director.

14.3 Failure to Elect or Appoint Directors . If:

(a) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act ; or
(b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of:

(c) the date on which his or her successor is elected or appointed; and
(d) the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4 Places of Retiring Directors Not Filled . If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5 Directors May Fill Casual Vacancies . Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6 Remaining Directors Power to Act . The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act , for any other purpose.

14.7 Shareholders May Fill Vacancies . If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8 Additional Directors . Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

(a) one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or
(b) in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

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Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(a), but is eligible for re-election or re-appointment.

14.9 Ceasing to be a Director . A director ceases to be a director when:
(a) the term of office of the director expires;
(b) the director dies;
(c) the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or
(d) the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10 Removal of Director by Shareholders . The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11 Removal of Director by Directors . The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

PART 15 POWERS AND DUTIES OF DIRECTORS

15.1 Powers of Management . The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

15.2 Appointment of Attorney of Company . The directors exclusively may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

PART 16 DISCLOSURE OF INTEREST OF DIRECTORS

16.1 Obligation to Account for Profits . A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act ) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act .

16.2 Restrictions on Voting by Reason of Interest . A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

16.3 Interested Director Counted in Quorum . A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

16.4 Disclosure of Conflict of Interest or Property . A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that

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individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act .

16.5 Director Holding Other Office in the Company . A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

16.6 No Disqualification . No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

16.7 Professional Services by Director or Officer . Subject to the Business Corporations Act , a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

16.8 Director or Officer in Other Corporations . A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act , the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person. PART 17 PROCEEDINGS OF DIRECTORS

17.1 Meetings of Directors . The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the board held at regular intervals may be held at the place, at the time and on the notice, if any, that the board may by resolution from time to time determine.

17.2 Voting at Meetings . Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

17.3 Chair of Meetings . Meetings of directors are to be chaired by:

(a) the chair of the board, if any;
(b) in the absence of the chair of the board, the president, if any, if the president is a director; or
(c) any other director chosen by the directors if:
(i) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;
(ii) neither the chair of the board nor the president, if a director, is willing to chair the meeting; or
(iii) the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

17.4 Meetings by Telephone or Other Communications Medium . A director may participate in a meeting of the directors or of any committee of the directors in person or by telephone or other communications medium if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director who participates in a meeting in a manner contemplated by this Article 17.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

17.5 Calling of Meetings . A director may, and the secretary or an assistant secretary, if any, on the request of a director must, call a meeting of the directors at any time.

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17.6 Notice of Meetings . Other than for meetings held at regular intervals as determined by the directors pursuant to Article 17.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors by any method set out in Article 23.1 or orally or by telephone.

17.7 When Notice Not Required . It is not necessary to give notice of a meeting of the directors to a director if:

(a) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed or is the meeting of the directors at which that director is appointed; or
(b) the director has waived notice of the meeting.

17.8 Meeting Valid Despite Failure to Give Notice . The accidental omission to give notice of any meeting of directors to any director, or the non-receipt of any notice by any director, does not invalidate any proceedings at that meeting.

17.9 Waiver of Notice of Meetings . Any director may file with the Company a document signed by the director waiving notice of any past, present or future meeting of the directors and may at any time withdraw that waiver with respect to meetings of the directors held after that withdrawal. After sending a waiver with respect to all future meetings of the directors, and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director.

17.10 Quorum . The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at a majority of the directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

17.11 Validity of Acts Where Appointment Defective . Subject to the Business Corporations Act , an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

17.12 Consent Resolutions in Writing . A resolution of the directors or of any committee of the directors consented to in writing by all of the directors entitled to vote on it, whether by signed document, fax, email or any other method of transmitting legibly recorded messages, is as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors duly called and held. Such resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution passed in that manner is effective on the date stated in the resolution or, if no date is stated in the resolution, on the latest date stated on any counterpart. A resolution of the directors or of any committee of the directors passed in accordance with this Article 17.12 is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

PART 18 EXECUTIVE AND OTHER COMMITTEES

18.1 Appointment and Powers of Executive Committee . The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors’ powers, except:

(a) the power to fill vacancies in the board of directors;
(b) the power to remove a director;
(c) the power to change the membership of, or fill vacancies in, any committee of the directors; and
(d) such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution.
18.2 Appointment and Powers of Other Committees . The directors may, by resolution,
(a) appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;
(b) delegate to a committee appointed under paragraph (a) any of the directors’ powers, except:

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(i) the power to fill vacancies in the board of directors;
(ii) the power to remove a director;
(iii) the power to change the membership of, or fill vacancies in, any committee of the board, and
(iv) the power to appoint or remove officers appointed by the board; and
(c) make any delegation referred to in paragraph (b) subject to the conditions set out in the resolution.

18.3 Obligations of Committee . Any committee appointed under Articles 18.1 or 18.2, in the exercise of the powers delegated to it, must

(a) conform to any rules that may from time to time be imposed on it by the directors; and
(b) report every act or thing done in exercise of those powers as the directors may require.
18.4 Powers of Board . The directors may, at any time, with respect to a committee appointed under Articles 18.1 or 18.2:
(a) revoke or alter the authority given to a committee, or override a decision made by a committee, except as to acts done before such revocation, alteration or overriding;
(b) terminate the appointment of, or change the membership of, a committee; and
(c) fill vacancies on a committee.

18.5 Committee Meetings . Subject to Article 18.3(a) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 18.1 or 18.2:

(a) the committee may meet and adjourn as it thinks proper;
(b) the committee may elect a chair of its meetings but, if no chair of the meeting is elected, or if at any meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;
(c) a majority of the members of a directors’ committee constitutes a quorum of the committee; and
(d) questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting has no second or casting vote.

PART 19 OFFICERS

19.1 Appointment of Officers . The directors may, from time to time, appoint such officers, if any, as the directors determine, and the directors may, at any time, terminate any such appointment.

19.2 Functions, Duties and Powers of Officers . The directors may, for each officer:

(a) determine the functions and duties of the officer;
(b) entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and
(c) revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

19.3 Qualifications . No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act . One person may hold more than one position as an officer of the Company. Any officer need not be a director.

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19.4 Remuneration . All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity. PART 20 INDEMNIFICATION

20.1 Definitions . In this Part 20:

(a) “eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;
(b) “eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director of the Company or an affiliate of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director of the Company or an affiliate of the Company:
(i) is or may be joined as a party; or
(ii) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;
(c) “expenses” has the meaning set out in the Business Corporations Act .

20.2 Mandatory Indemnification of Directors and Former Directors . Subject to the Business Corporations Act , the Company must indemnify and advance expenses of a director or former director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 20.2.

20.3 Indemnification of Other Persons . Subject to any restrictions in the Business Corporations Act , the Company may indemnify any person.

20.4 Non-Compliance with Business Corporations Act . The failure of a director or former director of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

20.5 Company May Purchase Insurance . The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

(a) is or was a director, officer, employee or agent of the Company;
(b) is or was a director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;
(c) at the request of the Company, is or was a director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;
(d) at the request of the Company, holds or held a position equivalent to that of a director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, officer, employee or agent or person who holds or held such equivalent position.

PART 21 DIVIDENDS

21.1 Payment of Dividends Subject to Special Rights . The provisions of this Part 21 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

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21.2 Declaration of Dividends . Subject to the Business Corporations Act , the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

21.3 No Notice Required . The directors need not give notice to any shareholder of any declaration under Article 21.2.

21.4 Record Date . The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.

21.5 Manner of Paying Dividend . A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of paid up shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways.

21.6 Settlement of Difficulties . If any difficulty arises in regard to a distribution under Article 21.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

(a) set the value for distribution of specific assets;
(b) determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and
(c) vest any such specific assets in trustees for the persons entitled to the dividend.

21.7 When Dividend Payable . Any dividend may be made payable on such date as is fixed by the directors.

21.8 Dividends to be Paid in Accordance with Number of Shares . All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

21.9 Receipt by Joint Shareholders . If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

21.10 Dividend Bears No Interest . No dividend bears interest against the Company.

21.11 Fractional Dividends . If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

21.12 Payment of Dividends . Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

21.13 Capitalization of Surplus . Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the surplus or any part of the surplus.

PART 22 DOCUMENTS, RECORDS AND REPORTS

22.1 Recording of Financial Affairs . The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the provisions of the Business Corporations Act .

22.2 Inspection of Accounting Records . Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

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22.3 Remuneration of Auditors . The remuneration of the auditors, if any, shall be set by the directors regardless of whether the auditor is appointed by the shareholders, by the directors or otherwise. For greater certainty, the directors may delegate to the audit committee or other committee the power to set the remuneration of the auditors.

PART 23 NOTICES

23.1 Method of Giving Notice . Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(a) mail addressed to the person at the applicable address for that person as follows:
(i) for a record mailed to a shareholder, the shareholder’s registered address;
(ii) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;

(iii) in any other case, the mailing address of the intended recipient; (b) delivery at the applicable address for that person as follows, addressed to the person:

(i) for a record delivered to a shareholder, the shareholder’s registered address;
(ii) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;
(iii) in any other case, the delivery address of the intended recipient;
(c) sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;
(d) sending the record, or a reference providing the intended recipient with immediate access to the record, by electronic communication to an address provided by the intended recipient for the sending of that record or records of that class;
(e) sending the record by any method of transmitting legibly recorded messages, including without limitation by digital medium, magnetic medium, optical medium, mechanical reproduction or graphic imaging, to an address provided by the intended recipient for the sending of that record or records of that class; or
(f) physical delivery to the intended recipient.

23.2 Deemed Receipt . A record that is mailed to a person by ordinary mail to the applicable address for that person referred to in Article 23.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing. Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by electronic communication, on the day of transmittal thereof if given during statutory business hours on the day which statutory business hours next occur if not given during such hours on any day.

23.3 Certificate of Sending . A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was addressed as required by Article 23.1, prepaid and mailed or otherwise sent as permitted by Article 23.1 is conclusive evidence of that fact.

23.4 Notice to Joint Shareholders . A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

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23.5 Notice to Trustees . A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(a) mailing the record, addressed to them:
(i) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and
(ii) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or
(b) if an address referred to in paragraph (a)(ii) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

PART 24 SEAL

24.1 Who May Attest Seal . Except as provided in Articles 24.2 and 24.3, the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signature or signatures of:

(a) any two directors;
(b) any officer, together with any director;
(c) if the Company only has one director, that director; or
(d) any one or more directors or officers or persons as may be determined by resolution of the directors.

24.2 Sealing Copies . For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 24.1, the impression of the seal may be attested by the signature of any director or officer.

24.3 Mechanical Reproduction of Seal . The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

PART 25 PROHIBITIONS

25.1 Definitions . In this Part 25:

(a) “designated security” means:
(i) a voting security of the Company;
(ii) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or
(iii) a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b);

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(b) “security” has the meaning assigned in the Securities Act (British Columbia);
(c) “voting security” means a security of the Company that:
(i) is not a debt security, and
(ii) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

25.2 Application . Article 25.3 does not apply to the Company if and for so long as it is a public company.

25.3 Consent Required for Transfer of Shares or Designated Securities . No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

Dated , 2023.

FULL NAME AND SIGNATURE OF INCORPORATORS

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Page

PART	1 INTERPRETATION ........................................................................................................ 1	1 INTERPRETATION ........................................................................................................ 1
	1.1	Definitions. ............................................................................................................. 1
	1.2	_Business Corporations Act_Definitions Apply. ...................................................... 1
	1.3	_Interpretation Act_Applies. ..................................................................................... 1
	1.4	Conflict in Definitions. ........................................................................................... 1
	1.5	Conflict Between Articles and Legislation. ........................................................... 1
PART	2 SHARES AND SHARE CERTIFICATES ...................................................................... 1
	2.1	Authorized Share Structure. ................................................................................... 1
	2.2	Form of Share Certificate. ...................................................................................... 1
	2.3	Right to Share Certificate or Acknowledgement. .................................................. 1
	2.4	Sending of Share Certificate. .................................................................................. 2
	2.5	Replacement of Worn Out or Defaced Certificate. ................................................ 2
	2.6	Replacement of Lost, Stolen or Destroyed Certificate. .......................................... 2
	2.7	Splitting Share Certificates. .................................................................................... 2
	2.8	Certificate Fee. ....................................................................................................... 2
	2.9	Recognition of Trusts. ............................................................................................ 2
PART	3 ISSUE OF SHARES ........................................................................................................ 2
	3.1	Directors Authorized to Issue Shares. .................................................................... 2
	3.2	Commissions and Discounts. ................................................................................. 2
	3.3	Brokerage. .............................................................................................................. 3
	3.4	Conditions of Issue. ................................................................................................ 3
	3.5	Warrants, Options and Rights. ............................................................................... 3
	3.6	Fractional Shares. ................................................................................................... 3
PART	4 SHARE REGISTERS ...................................................................................................... 3
	4.1	Central Securities Register. .................................................................................... 3
	4.2	Branch Registers. .................................................................................................... 3
	4.3	Appointment of Agents. ......................................................................................... 3
	4.4	Closing Register. .................................................................................................... 3
PART	5 SHARE TRANSFERS ..................................................................................................... 3
	5.1	Recording or Registering Transfer. ........................................................................ 3
	5.2	Form of Instrument of Transfer. ............................................................................. 3
	5.3	Transferor Remains Shareholder. ........................................................................... 4
	5.4	Signing of Instrument of Transfer. ......................................................................... 4
	5.5	Enquiry as to Title Not Required. .......................................................................... 4
	5.6	Transfer Fee. ........................................................................................................... 4

PART 6 TRANSMISSION OF SHARES ...................................................................................... 4

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	6.1	Legal Personal Representative Recognized on Death. ........................................... 4
	6.2	Rights of Legal Personal Representative. ............................................................... 4
PART	7 PURCHASE OF SHARES .............................................................................................. 4
	7.1	Company Authorized to Purchase Shares. ............................................................. 4
	7.2	Purchase When Insolvent. ...................................................................................... 4
	7.3	Sale and Voting of Purchased Shares. .................................................................... 4
PART	8 BORROWING POWERS ................................................................................................ 5
	8.1	Powers of Directors. ............................................................................................... 5
	8.2	Terms of Debt Instruments. .................................................................................... 5
	8.3	Delegation by Directors. ......................................................................................... 5
PART	9 ALTERATIONS .............................................................................................................. 5
	9.1	Alteration of Authorized Share Structure. .............................................................. 5
	9.2	Special Rights and Restrictions. ............................................................................. 5
	9.3	Change of Name. .................................................................................................... 6
	9.4	Alterations to Articles. ........................................................................................... 6
	9.5	Alterations to Notice of Articles. ........................................................................... 6
PART	10 MEETINGS OF SHAREHOLDERS ............................................................................. 6
	10.1	Annual General Meetings. ...................................................................................... 6
	10.2	Resolution Instead of Annual General Meeting. .................................................... 6
	10.3	Calling of Shareholder Meetings. ........................................................................... 6
	10.4	Location of Shareholder Meetings. ........................................................................ 6
	10.5	Notice for Meetings of Shareholders. ..................................................................... 6
	10.6	Record Date for Notice. .......................................................................................... 6
	10.7	Record Date for Voting. ......................................................................................... 6
	10.8	Failure to Give Notice and Waiver of Notice. ........................................................ 7
	10.9	Notice of Special Business at Meetings of Shareholders. ...................................... 7
PART	11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS .......................................... 7
	11.1	Special Business. .................................................................................................... 7
	11.2	Special Majority. .................................................................................................... 7
	11.3	Quorum. .................................................................................................................. 7
	11.4	One Shareholder May Constitute Quorum. ............................................................ 7
	11.5	Meetings by Telephone or Other Communications Medium. ................................ 8
	11.6	Other Persons May Attend. .................................................................................... 8
	11.7	Requirement of Quorum. ........................................................................................ 8
	11.8	Lack of Quorum. .................................................................................................... 8
	11.9	Lack of Quorum at Succeeding Meeting. ............................................................... 8
	11.10	Chair. ...................................................................................................................... 8
	11.11	Selection of Alternate Chair. .................................................................................. 8
	11.12	Adjournments. ........................................................................................................ 8
	11.13	Notice of Adjourned Meeting. ................................................................................ 8

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	11.14	Decisions by Show of Hands or Poll. ..................................................................... 8
	11.15	Declaration of Result. ............................................................................................. 8
	11.16	Motion Need Not Be Seconded. ............................................................................. 9
	11.17	Casting Vote. .......................................................................................................... 9
	11.18	Manner of Taking a Poll. ........................................................................................ 9
	11.19	Demand for a Poll on Adjournment. ...................................................................... 9
	11.20	Chair Must Resolve Dispute. .................................................................................. 9
	11.21	Casting of Votes. .................................................................................................... 9
	11.22	Demand for Poll. .................................................................................................... 9
	11.23	Demand for a Poll Not to Prevent Continuation of Meeting. ................................. 9
	11.24	Retention of Ballots and Proxies. ........................................................................... 9
PART	12 VOTES OF SHAREHOLDERS .................................................................................... 9
	12.1	Number of Votes by Shareholder or by Shares. ..................................................... 9
	12.2	Votes of Persons in Representative Capacity. ........................................................ 9
	12.3	Votes by Joint Shareholders. .................................................................................. 9
	12.4	Legal Personal Representatives as Joint Shareholders. ........................................ 10
	12.5	Representative of a Corporate Shareholder. ......................................................... 10
	12.6	Proxy Provisions Do Not Apply to All Companies. ............................................ 10
	12.7	Appointment of Proxy Holder. ............................................................................. 10
	12.8	Alternate Proxy Holders. ...................................................................................... 10
	12.9	When Proxy Holder Need Not Be Shareholder. ................................................... 10
	12.10	Deposit of Proxy. .................................................................................................. 11
	12.11	Validity of Proxy Vote. ........................................................................................ 11
	12.12	Form of Proxy. ..................................................................................................... 11
	12.13	Revocation of Proxy. ............................................................................................ 11
	12.14	Revocation of Proxy Must Be Signed. ................................................................. 11
	12.15	Production of Evidence of Authority to Vote. ..................................................... 11
PART	13 DIRECTORS ................................................................................................................ 12
	13.1	Number of Directors. ............................................................................................ 12
	13.2	Change in Number of Directors. .......................................................................... 12
	13.3	Directors’ Acts Valid Despite Vacancy. .............................................................. 12
	13.4	Qualifications of Directors. .................................................................................. 12
	13.5	Remuneration of Directors. .................................................................................. 12
	13.6	Reimbursement of Expenses of Directors. ........................................................... 12
	13.7	Special Remuneration for Directors. .................................................................... 12
	13.8	Gratuity, Pension or Allowance on Retirement of Director. ................................ 12
PART	14 ELECTION AND REMOVAL OF DIRECTORS ...................................................... 12
	14.1	Election at Annual General Meeting. ................................................................... 12
	14.2	Consent to be a Director. ...................................................................................... 13
	14.3	Failure to Elect or Appoint Directors. .................................................................. 13
	14.4	Places of Retiring Directors Not Filled. ............................................................... 13
	14.5	Directors May Fill Casual Vacancies. .................................................................. 13
	14.6	Remaining Directors Power to Act. ..................................................................... 13

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	14.7	Shareholders May Fill Vacancies. ........................................................................ 13
	14.8	Additional Directors. ............................................................................................ 13
	14.9	Ceasing to be a Director. ...................................................................................... 14
	14.10	Removal of Director by Shareholders. ................................................................. 14
	14.11	Removal of Director by Directors. ....................................................................... 14
PART	15 POWERS AND DUTIES OF DIRECTORS ............................................................... 14
	15.1	Powers of Management. ....................................................................................... 14
	15.2	Appointment of Attorney of Company. ............................................................... 14
PART	16 DISCLOSURE OF INTEREST OF DIRECTORS ...................................................... 14
	16.1	Obligation to Account for Profits. ........................................................................ 14
	16.2	Restrictions on Voting by Reason of Interest. ...................................................... 14
	16.3	Interested Director Counted in Quorum. .............................................................. 14
	16.4	Disclosure of Conflict of Interest or Property. ..................................................... 14
	16.5	Director Holding Other Office in the Company. .................................................. 15
	16.6	No Disqualification. ............................................................................................. 15
	16.7	Professional Services by Director or Officer. ...................................................... 15
	16.8	Director or Officer in Other Corporations. ........................................................... 15
PART	17 PROCEEDINGS OF DIRECTORS ............................................................................. 15
	17.1	Meetings of Directors. .......................................................................................... 15
	17.2	Voting at Meetings. .............................................................................................. 15
	17.3	Chair of Meetings. ................................................................................................ 15
	17.4	Meetings by Telephone or Other Communications Medium. .............................. 15
	17.5	Calling of Meetings. ............................................................................................. 15
	17.6	Notice of Meetings. .............................................................................................. 16
	17.7	When Notice Not Required. ................................................................................. 16
	17.8	Meeting Valid Despite Failure to Give Notice. .................................................... 16
	17.9	Waiver of Notice of Meetings. ............................................................................. 16
	17.10	Quorum. ................................................................................................................ 16
	17.11	Validity of Acts Where Appointment Defective. ................................................. 16
	17.12	Consent Resolutions in Writing. .......................................................................... 16
PART	18 EXECUTIVE AND OTHER COMMITTEES ............................................................ 16
	18.1	Appointment and Powers of Executive Committee. ............................................ 16
	18.2	Appointment and Powers of Other Committees. .................................................. 16
	18.3	Obligations of Committee. ................................................................................... 17
	18.4	Powers of Board. .................................................................................................. 17
	18.5	Committee Meetings. ........................................................................................... 17
PART	19 OFFICERS ................................................................................................................... 17
	19.1	Appointment of Officers. ..................................................................................... 17
	19.2	Functions, Duties and Powers of Officers. ........................................................... 17
	19.3	Qualifications. ...................................................................................................... 17

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	19.4	Remuneration. ...................................................................................................... 18
PART	20 INDEMNIFICATION .................................................................................................. 18
	20.1	Definitions. ........................................................................................................... 18
	20.2	Mandatory Indemnification of Directors and Former Directors. ......................... 18
	20.3	Indemnification of Other Persons. ........................................................................ 18
	20.4	Non-Compliance with_Business Corporations Act_. ............................................. 18
	20.5	Company May Purchase Insurance. ..................................................................... 18
PART	21 DIVIDENDS ................................................................................................................ 18
	21.1	Payment of Dividends Subject to Special Rights. ................................................ 18
	21.2	Declaration of Dividends. ..................................................................................... 19
	21.3	No Notice Required. ............................................................................................. 19
	21.4	Record Date. ......................................................................................................... 19
	21.5	Manner of Paying Dividend. ................................................................................ 19
	21.6	Settlement of Difficulties. .................................................................................... 19
	21.7	When Dividend Payable. ...................................................................................... 19
	21.8	Dividends to be Paid in Accordance with Number of Shares. ............................. 19
	21.9	Receipt by Joint Shareholders. ............................................................................. 19
	21.10	Dividend Bears No Interest. ................................................................................. 19
	21.11	Fractional Dividends. ........................................................................................... 19
	21.12	Payment of Dividends. ......................................................................................... 19
	21.13	Capitalization of Surplus. ..................................................................................... 19
PART	22 DOCUMENTS, RECORDS AND REPORTS ............................................................ 19
	22.1	Recording of Financial Affairs. ............................................................................ 19
	22.2	Inspection of Accounting Records. ...................................................................... 19
	22.3	Remuneration of Auditors. ................................................................................... 20
PART	23 NOTICES ..................................................................................................................... 20
	23.1	Method of Giving Notice. .................................................................................... 20
	23.2	Deemed Receipt. .................................................................................................. 20
	23.3	Certificate of Sending. .......................................................................................... 20
	23.4	Notice to Joint Shareholders. ................................................................................ 20
	23.5	Notice to Trustees. ................................................................................................ 21
PART	24 SEAL ............................................................................................................................ 21
	24.1	Who May Attest Seal. .......................................................................................... 21
	24.2	Sealing Copies. ..................................................................................................... 21
	24.3	Mechanical Reproduction of Seal. ....................................................................... 21
PART	25 PROHIBITIONS .......................................................................................................... 21
	25.1	Definitions. ........................................................................................................... 21
	25.2	Application. .......................................................................................................... 22
	25.3	Consent Required for Transfer of Shares or Designated Securities. .................... 22

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AI assistant

Tiny Ltd. — M&A Activity 2023

47831_rns_2023-01-30_6f173ea3-fa82-4efa-8191-3cd6c478d85d.pdf

WECOMMERCE HOLDINGS LTD.

TINY CAPITAL LTD.

1396773 B.C. LTD.

AMALGAMATION AGREEMENT

TABLE OF CONTENTS

TABLE OF CONTENTS

AMALGAMATION AGREEMENT

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

1.2 Certain Rules of Interpretation

1.3 Schedules

ARTICLE 2

APPROVAL AND IMPLEMENTATION OF THE TRANSACTION

2.1 Terms of Transaction

2.2 Tiny Approval of Amalgamation

2.3 WeCommerce Approval of Transaction

2.4 WeCommerce Circular

2.5 Terms of Amalgamation

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Tiny

3.2

Representations and Warranties of WeCommerce

ARTICLE 4 COVENANTS

4.1 Conduct of Business of Tiny

4.2 Conduct of Business of WeCommerce

4.3 Covenants Regarding the Transaction

4.4 Competition Act Approval; Antitrust Laws

4.5 Access to Tiny Information; Confidentiality

4.6 Access to WeCommerce Information; Confidentiality

4.7 Public and Employee Communications

4.8 Notice and Cure Provisions

ARTICLE 5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

5.1 Non-Solicitation by WeCommerce

5.2 Notification of Acquisition Proposals Received by WeCommerce

5.3 Responding to an Acquisition Proposal Received by WeCommerce

5.4 Required Disclosure by WeCommerce

5.5 Tiny Right to Match

5.6 Breach by Subsidiaries and Representatives

ARTICLE 6 CONDITIONS

6.1 Mutual Conditions Precedent

6.2 Additional Conditions Precedent to the Obligations of WeCommerce

6.3 Additional Conditions Precedent to the Obligations of Tiny

6.4 Satisfaction of Conditions

6.5 Frustration of Conditions

ARTICLE 7 TERM AND TERMINATION

7.1 Term

7.2 Termination

7.3 Effect of Termination/Survival

ARTICLE 8 GENERAL PROVISIONS

8.2 Expenses

8.3 Disclosed Personal Data

8.4 Notices

8.5 Time of the Essence

8.6 Injunctive Relief

8.7 Third Party Beneficiaries

8.8 Waiver

8.9 Entire Agreement

8.10 Successors and Assigns

8.11 Severability

8.12 Governing Law

8.13 Rules of Construction

8.14 No Liability

8.15 Language

8.16 Counterparts

[Remainder of page intentionally left blank.]

WECOMMERCE HOLDINGS LTD.

TINY CAPITAL LTD.

1396773 B.C. LTD.

SCHEDULE “A” NAMES AND ADDRESSES OF TINY SHAREHOLDERS

SCHEDULE “B” REPRESENTATIONS AND WARRANTIES OF TINY

(s) Real Property

(aa) Compliance with Laws.

(bb) Anti-Corruption Laws & Sanctions.

(dd) Employment & Labour Matters.

(ee) Intellectual Property.

(ff) Securities Registrations.

(gg) Tiny Fund.

Tiny Ltd. M&A Activity 2023