Tiny Ltd. — Regulatory Filings 2021

Apr 16, 2021

WECOMMERCE HOLDINGS LTD.

FORM 51-102F3

MATERIAL CHANGE REPORT

ITEM 1 Name and Address of Company

WeCommerce Holdings Ltd. (“ WeCommerce ” or the “ Company ”) #101 - 524 Yates Street Victoria, British Columbia V8W 1K8

ITEM 2 Date of Material Change

April 6, 2021

ITEM 3 News Release

A news release with respect to the material change described herein was disseminated through the facilities of Business Wire and subsequently filed on SEDAR at www.sedar.com.

ITEM 4 Summary of Material Change

On April 6, 2021, WeCommerce and a wholly-owned subsidiary (“ Subco ”) completed the previously-announced acquisition (the “ Acquisition ”) of substantially all of the assets of Stamped.io Pte. Ltd. (“ Stamped ”) for up to US$110 million, pursuant to the terms of the asset purchase agreement (the “ Purchase Agreement ”) entered into on March 5, 2021 with Stamped and its sole shareholder, Yongjin (Tommy) Ong.

In connection with the Acquisition, on April 6, 2021, WeCommerce entered into a credit agreement (the “ Credit Agreement ”) with a syndicate of lenders led by JPMorgan Chase Bank, N.A. Toronto Branch (“ JP Morgan Chase ”). The Credit Agreement provides for new senior secured credit facilities in an aggregate principal amount of US$80 million (the “ Credit Facilities ”).

ITEM 5 Full Description of Material Change

The Acquisition

On April 6, 2021, WeCommerce and Subco completed the Acquisition pursuant to the terms of the Purchase Agreement.

On closing of the Acquisition, WeCommerce paid Stamped (i) US$75 million in cash; and (ii) US$10 million through the issuance of 496,697 Class A common shares of WeCommerce (the “ Common Shares ”) at a price of C$25.43. The upfront cash portion of the consideration was funded with approximately US$35 million of cash on hand and US$40 million of borrowings under the Credit Facilities. Further details on the Credit Facilities are provided below.

In addition to the upfront consideration of US$85 million, WeCommerce may be required to pay Stamped a further US$25 million (the “ Contingent Consideration ”) in the first quarter of 2022 if, among other things, Stamped

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achieves a minimum revenue target in 2021 of US$10 million. If payable, the Contingent Consideration will be satisfied, at WeCommerce’s sole discretion, in either cash, the issuance of Common Shares to Stamped at a price of C$25.43, or a combination thereof.

Summary of the Credit Agreement

Immediately prior to the closing of the Acquisition on April 6, 2021, WeCommerce entered into the Credit Agreement with a syndicate of lenders led by JPMorgan Chase.

The following summary of the Credit Agreement does not purport to be a complete description of all of the parties’ rights and obligations under the Credit Agreement and is qualified in its entirety by reference to the Credit Agreement, a copy of which has been filed on WeCommerce’s SEDAR profile at www.sedar.com. The representations, warranties and covenants contained in the Credit Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Credit Agreement, may be subject to limitations agreed upon by the parties and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors.

The Credit Facilities

The Credit Agreement provides for the Credit Facilities, which comprise:

• (i) a senior revolving credit facility in an aggregate principal amount of US$20 million (the “ Revolving Facility ”);

• (ii) a senior term loan facility in an aggregate principal amount of US$40 million (the “ Term Loan Facility ”); and

• (iii) a senior delayed draw term loan facility in an aggregate principal amount of US$20 million (the “ DDTL Facility ”).

In addition, the Credit Agreement contains an accordion feature pursuant to which WeCommerce may, subject to customary conditions, increase the aggregate principal amount of the Revolving Facility, the Term Facility or a combination thereof by up to an aggregate of US$15 million. The DDTL Facility expires on the earlier of (a) the date on which all amounts under the DDTL Facility are drawn by WeCommerce, and (b) April 6, 2022. The principal amounts of the Term Loan Facility and DDTL Facility must be repaid in quarterly installments and the Credit Facilities will mature on April 6, 2026, being the fifth anniversary of the date of the Credit Agreement.

Use of Proceeds

The proceeds of the Revolving Facility and the Term Loan Facility may be used by WeCommerce to: (i) finance the Acquisition and future acquisitions and any earnouts and expenses payable or incurred in connection therewith; (ii) finance the working capital needs and for general corporate purposes of the Company and its subsidiaries in the ordinary course of business; (iii) refinance certain existing indebtedness; and (iv) fund all fees and expenses in connection with each of the foregoing. The proceeds of the DDTL Facility may only be used to finance future acquisitions and earn-outs and expenses payable or incurred in connection therewith. Immediately prior to the closing of the Acquisition, WeCommerce drew down the entire amount of the Term Loan

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Facility and used the proceeds to partially fund the purchase price for the Acquisition.

Prior to borrowing under the Credit Facilities, WeCommerce used cash on hand to fully repay the existing indebtedness of one of its subsidiaries, Pixel Union Design Ltd., in the amount of approximately C$11.4 million.

Interest Rates and Fees

At WeCommerce’s option, loans issued under the Credit Facilities will bear interest at:

• (i) if denominated in US dollars, a rate equal to either: (1) an adjusted LIBOR (London Interbank Offered Rate) plus an applicable margin; or (2) an “Alternate Base Rate” equal to the greater of: (a) the US prime rate, (b) the federal funds effective rate plus 0.50% or (c) an adjusted LIBOR (London Interbank Offered Rate) plus 1%, in each case, plus an applicable margin; or

• (ii) if denominated in Canadian dollars, a rate equal to (a) the Canadian prime rate or (b) the CDOR (Canadian Dollar Offered Rate), in each case, plus an applicable margin.

The applicable margin for each type of loan issued under the Credit Facilities is based on WeCommerce’s total net leverage ratio as of the end of each fiscal quarter. In addition, the Credit Agreement provides for customary commitment fees and letter of credit fees under the Revolving Facility.

Security and Guarantors

All obligations of WeCommerce under the Credit Facilities are guaranteed by its material wholly-owned subsidiaries (including Subco) (the “ Guarantors ”, and together with WeCommerce, the “ Loan Parties ”), and secured by a security interest in the assets of the Loan Parties, including a pledge of WeCommerce’s equity interests in the Guarantors.

Prepayments

WeCommerce is permitted to make voluntary prepayments at any time, without premium or penalty, subject to limitations as to minimum amounts of prepayments and customary indemnification for breakage costs, if applicable.

WeCommerce is required to prepay amounts outstanding under the Credit Facilities upon: (i) the receipt by a Loan Party of net proceeds in excess of US$5 million pursuant to any sale or transfer of assets of such Loan Party; or (ii) the receipt by a Loan Party of insurance proceeds or condemnation awards in excess of US$2 million.

Covenants and Other Terms

The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, but not limited to: restrictions on the Loan Parties’ ability to incur indebtedness; grant liens; merge and consolidate with other companies; change their line of business; make acquisitions, investments, loans and advances; dispose of their assets; enter into sale and leaseback transactions; enter into swap agreements; make restricted payments; transact with affiliates; make payments of subordinated

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debt or modify instruments relating to subordinated debt; and amend material documents.

The Credit Agreement also requires WeCommerce to maintain (i) a minimum fixed charge coverage ratio of 1.25 to 1.00 on the last day of each fiscal quarter, and (ii) a maximum total net leverage ratio of 4.00 to 1.00 on the last day of each of the first four fiscal quarters, which steps down to 3.75 to 1.00 for the next four fiscal quarters and 3.50 to 1.00 thereafter, provided that each of the step-downs shall be deferred by an additional two fiscal quarters if WeCommerce draws down more than 50% of the DDTL Facility prior to such step down and provided further that a temporary 0.50x step-up may be effected for the first four fiscal quarters following each fiscal quarter within which WeCommerce or any of its subsidiaries consummates a material acquisition (which temporary step-up may only be exercised in respect of two material acquisitions).

The Credit Agreement also contains customary events of default, including, but not limited to, upon: the non-payment of principal, interest, fees and other amounts; breaches of covenants; cross-default with respect to other material debt; a change in control of WeCommerce; certain bankruptcy or insolvency events; and impairment of loan documentation.

ITEM 6 Reliance on subsection 7.1(2) of National Instrument 51-102

This report is not being filed on a confidential basis.

ITEM 7 Omitted Information

No information has been omitted.

ITEM 8 Executive Officer

For further information, please contact:

Evan Brown Chief Financial Officer 250-888-9424

ITEM 9 Date of Report

April 16, 2021

Cautionary Note Regarding Forward-Looking Information

This material change report contains statements which constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “ forward-looking statements ”), including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions.

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Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect the Company’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company.

Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: credit, liquidity and additional financing risks for the Company and its investees; stock market volatility; changes in e-commerce industry growth and trends; changes in the business activities, focus and plans of the Company and its investees and the timing associated therewith; the Company's actual financial results and ability to manage its cash resources; changes in general economic, business and political conditions, including challenging global financial conditions and the impact of the novel coronavirus pandemic; competition risks; potential conflicts of interest; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets; and the other risk factors more fully described in the Company's filing statement dated November 30, 2020 prepared in connection with its qualifying transaction, which has been filed with the Canadian securities regulators and is available on the Company's profile on SEDAR at www.sedar.com.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. The Company does not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.