AGENCY AGREEMENT

December 11, 2020

Tribe Property Technologies Inc.

Suite 419, 1155 West Pender Street Vancouver, British Columbia V6E 2P4

Attention: Joseph Nakhla, Chief Executive Officer

-and-

Cherry Street Capital Inc.

Suite 700, 77 King Street West Toronto, Ontario M5K 1G8

Attention: Rudy Cheddie, Chief Executive Officer

Dear Sirs, Mesdames:

The undersigned, Stifel Nicolaus Canada Inc. (“ Stifel GMP ” or the “ Lead Agent ”), as lead agent and sole bookrunner, and Canaccord Genuity Corp., Haywood Securities Inc. and Richardson Wealth Limited (collectively, with Stifel GMP, the “ Agents ”), as agents, understand that Tribe Property Technologies Inc. (formerly, Bazinga Technologies Inc.) (the “ Company ”) proposes to create, issue and sell up to 3,000,000 subscription receipts of the Company (each, a “ Subscription Receipt ” and collectively, the “ Subscription Receipts ”) at the Offering Price (as defined below), for aggregate gross proceeds of up to approximately $15,000,000 (the “ Offering ”), subject to the terms and conditions set out below.

Upon and subject to the terms and conditions set forth herein, the Agents hereby agree to act, and upon acceptance hereof, the Company hereby appoint the Agents, as the Company’s exclusive agents, to offer for sale by way of private placement on a “commercially reasonable efforts” basis, without underwriter liability, the Subscription Receipts and the Agents agree to arrange for purchasers of the Subscription Receipts in the Selling Jurisdictions (as defined below) and in those jurisdictions outside of Canada as mutually agreed by the Company and Stifel GMP (on its own behalf and for and on behalf of the Agents) where the Subscription Receipts may be lawfully sold pursuant to the Offering.

The Company hereby grants to the Agents an option (the “ Agents’ Option ”), exercisable up to 48 hours prior to the Closing Date (as defined below), to arrange for the purchase of up to an additional 15% of the number of Subscription Receipts sold under the Offering (being up to an additional 450,000 Subscription Receipts) (the “ Additional Subscription Receipts ”) on the same terms as the Offering as described herein. Unless the context otherwise requires, all references herein to the “Subscription Receipts” shall include the “Additional Subscription Receipts” sold pursuant to the Agents’ Option and all references herein to the “Offering” shall include the issuance and sale of the Additional Subscription Receipts. If the Agents’ Option is

exercised in full, the total gross proceeds of the Offering to the Company shall be up to approximately $17,250,000.

The Subscription Receipts are being issued or sold in connection with the proposed business combination involving the Company and Cherry Street Capital Inc. (“ Cherry ”), a capital pool company listed on the TSX-V (as defined below) that will constitute a “Qualifying Transaction” as such term is defined in the CPC Policy (as defined below) for Cherry (the “ Business Combination ”). The Business Combination will be implemented by way of a “threecornered” amalgamation whereby, inter alia , a newly incorporated wholly-owned subsidiary of Cherry (“ Cherry Subco ”) will amalgamate with the Company and holders of Tribe Shares (as defined below) will receive Resulting Issuer Shares (as defined below) on a post-Consolidation (as defined below) one for one basis. Following closing of the Business Combination, Cherry will be known as “ Tribe Property Technologies Inc. ” (the “ Resulting Issuer ”), or such similar name as may be accepted by the relevant regulatory authorities and approved by the board of directors and shareholders of Cherry.

The Business Combination will be effected pursuant to the Definitive Agreement (as defined below). The Definitive Agreement shall be substantially in accordance with the terms set forth in the letter of intent executed by the Company and Cherry on October 28, 2020 (the “ LOI ”) but, for the avoidance of doubt, the Definitive Agreement shall supersede the LOI.

In connection with the completion of the Business Combination, the Resulting Issuer Shares will be listed on the TSX-V (as defined below), and the conditional approval of the listing is a condition to completion of the Business Combination. The completion of the Offering will be subject to receipt of all necessary regulatory and corporate approvals.

Pursuant to and in accordance with the Subscription Receipt Agreement (as defined below), immediately prior to the completion of the Business Combination, each Subscription Receipt shall be automatically converted into, without payment of any additional consideration and without any further action by the holder thereof, one post-Tribe Consolidation (as defined below) common share in the capital of the Company (each, a “ Tribe Share ” and collectively the “ Tribe Shares ”) upon the satisfaction of the following conditions (collectively, the “ Escrow Release Conditions ”) on or prior to the Escrow Release Deadline (as defined below):

(i) the definitive agreement regarding the Business Combination (the “ Definitive Agreement ”) shall have been entered into by the Company, Cherry Subco and Cherry on terms acceptable to the Lead Agent, acting reasonably;
(ii) written confirmation from each of the Company and Cherry that all conditions precedent to the completion of the Business Combination in accordance with the terms of the Definitive Agreement have been satisfied or waived, without any material amendment, other than the release of the Offered Receipts Escrowed Funds (as defined below), and that the Business Combination shall be completed forthwith upon release of the Offered Receipts Escrowed Funds;
(iii) the receipt of all shareholder, third-party, regulatory and stock exchange approvals required for the Business Combination;
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(iv) the distribution of the Tribe Shares underlying the Subscription Receipts, and the Resulting Issuer Shares to be issued in exchange for the Tribe Shares pursuant to the Business Combination being exempt from applicable prospectus and registration requirements of applicable Securities Laws;
(v) the Resulting Issuer Shares being conditionally approved for listing on the TSX-V, and the satisfaction or waiver of all conditions precedent to such listing, other than the release of the Offered Receipts Escrowed Funds;
(vi) the Company and Cherry, as applicable, shall not be in material breach or material default of any of its covenants or obligations hereunder or the Subscription Receipt Agreement and all conditions set out hereunder shall have been satisfied or waived;
(vii) the Acquisition (as defined below) shall have closed, to the satisfaction of the Lead Agent, acting reasonably;
(viii) the Company and the Lead Agent (on its own behalf and on behalf of the Agents), will have delivered the Release Notice (as defined in the Subscription Receipt Agreement) to the Subscription Receipt Agent (as defined below);
(ix) the Agents shall be satisfied with the “bring-down” of their due diligence review with respect to the business, assets, financial condition, affairs and prospects of the Company, its subsidiaries and Cherry and with respect to the Acquisition; and
(x) such other customary Escrow Release Conditions requested by the Lead Agent, acting reasonably.

If the Escrow Release Conditions are satisfied, pursuant to the Definitive Agreement, holders of Tribe Shares, will receive common shares in the capital of the Resulting Issuer (the “ Resulting Issuer Shares ”) in exchange for Tribe Shares on a post-Consolidation one for one basis. The Company and Stifel GMP shall, upon satisfaction or waiver of the Escrow Release Conditions, deliver the prescribed notice under the Subscription Receipt Agreement to the Subscription Receipt Agent and the delivery of such notice, together with the satisfaction or waiver of the Escrow Release Conditions shall be collectively referred to herein as the “ Release Event ”. The date on which the Release Event occurs is referred to as the “ Escrow Release Date ”.

Unless the consent of holders of not less than 66⅔% of the then outstanding Subscription Receipts is obtained in accordance with the terms of the Subscription Receipt Agreement, if the Escrow Release Conditions are not satisfied on or before the Escrow Release Deadline, or if the Company, before the Escrow Release Deadline, shall have provided notice to Stifel GMP and the Subscription Receipt Agent that the Escrow Release Conditions will not be satisfied (each event being a “ Termination Event ”), the Subscription Receipts will immediately become null, void and of no further force or effect and, as soon as reasonably possible, and in any event within five Business Days following the Termination Event, the Offered Receipt Escrowed Funds will be returned to the holders of Subscription Receipts in an amount per Subscription Receipt equal to: (i) the Offering Price; plus (ii) a pro rata share of all income (including interest or gains), if any, actually received on the Offered Receipts Escrowed Proceeds (as defined below) to the date such funds are returned to or on behalf of holders of Subscription Receipts. To the

extent that the Offered Receipts Escrowed Funds are insufficient for any reason (including, without limitation, due to the payment of the Agent’s Closing Compensation (as defined herein) and the costs and expenses of the Agents) to forthwith refund each holder of Subscription Receipts an amount equal to the aggregate Offering Price for such Subscription Receipts (plus pro rata interest earned thereon) (a “ Shortfall ”), the Company, pursuant to the Subscription Receipt Agreement, shall be required to deposit an additional amount, sufficient to satisfy the Shortfall, with the Subscription Receipt Agent forthwith following the date of the Termination Event. The Company shall use best efforts to meet the Escrow Release Conditions on or before February 23, 2021, or such later date as the Lead Agent may consent to in writing (the “ Escrow Release Deadline ”).

The gross proceeds of the Offering, less an amount equal to the costs and expenses of the Agents incurred up to Closing (including legal expenses) and fifty percent (50%) of the total Cash Commission (as defined below) which will be paid to the Agents at Closing (collectively, the “ Agents’ Closing Compensation ”), will be delivered to and held in escrow on behalf of the Purchasers by the Subscription Receipt Agent (such amount being the “ Offered Receipts Escrowed Proceeds ”) and invested by the Subscription Receipt Agent or held in an interest bearing account pursuant to the Subscription Receipt Agreement (the Offered Receipts Escrowed Proceeds, together with any Earnings (as defined below) derived directly or indirectly from time to time from holding and investing the Offered Receipts Escrowed Proceeds, are referred to herein as the “ Offered Receipts Escrowed Funds ”). The Offered Receipts Escrowed Funds less an amount equal to the remaining fifty percent (50%) of the Cash Commission payable to the Agents plus the costs and expenses of the Agents (including legal expenses), if any, in connection with the Offering in excess of those deducted and paid to the Agents from the Offered Receipts Escrow Proceeds at Closing (the “ Remaining Agents’ Compensation ”), will be released to, or as directed by, the Company and the Remaining Agents’ Compensation will be released to the Agents, respectively, upon satisfaction of the Escrow Release Conditions on or prior to the Escrow Release Deadline. Pursuant to the Definitive Agreement, the reasonable fees and expenses of Cherry incurred up to the Effective Time shall be payable by Cherry and shall not form part of the Offered Receipts Escrowed Funds.

The Subscription Receipts shall be created and issued pursuant to a subscription receipt agreement (the “ Subscription Receipt Agreement ”) to be entered into on the Closing Date among the Company, Cherry, Stifel GMP (on behalf of itself and for and on behalf of the Agents) and TSX Trust Company in its capacity as subscription receipt agent thereunder (the “ Subscription Receipt Agent ”). The specific attributes of the Subscription Receipts shall be set forth in the Subscription Receipt Agreement. The description of the Subscription Receipts, the Tribe Shares and the Resulting Issuer Shares contained in this Agreement is a summary only and is subject to the provisions of the certificates evidencing the Subscription Receipts, if any, the constating documents of the Company and the Resulting Issuer, respectively, and the Subscription Receipt Agreement.

The Company, Cherry, the Resulting Issuer and the Business Combination shall be described in greater detail in a filing statement to be prepared by the Company and Cherry.

In consideration of the services to be rendered by the Agents in connection with the Offering and subject to the terms of this Agreement, the Company shall pay to the Agents at Closing the Agents’ Closing Compensation, and the Remaining Agents’ Compensation will be

payable in cash on satisfaction of the Escrow Release Conditions on or prior to the Escrow Release Deadline. For greater certainty, the Remaining Agents’ Compensation will not be payable to the Agents if the Escrow Release Conditions are not satisfied. The Agents will also be entitled to reimbursement for reasonable out-of-pocket expenses of the Agents and the reasonable fees and disbursements of the Agents’ counsel (subject to a maximum of $150,000, excluding taxes and disbursements) incurred in connection with the Offering regardless of whether the Escrow Release Conditions are satisfied. In addition, at Closing, the Agents shall be issued Compensation Options (as defined below) which, subject to the terms and conditions set forth in the Compensation Options, will entitle the Agents to subscribe to that number of Common Shares or Resulting Issuer Shares, as the case may be, that is equal to 6.0% of the total number of Subscription Receipts issued pursuant to the Offering (3.5% in respect of sales to President’s List Purchasers (as defined herein) investing in the Offering), including, for the avoidance of doubt, the Additional Subscription Receipts.

The Agents shall be entitled to appoint a soliciting dealer group consisting of other registered dealers (each a “ Selling Firm ”) acceptable to the Company for the purpose of arranging for purchasers of the Subscription Receipts. The Agents have the exclusive right to determine the remuneration payable by the Agents to such other registered dealers appointed by it out of the compensation payable by the Company to the Agents, provided, however, in no case shall such remuneration exceed that payable to the Agents hereunder

The parties acknowledge that the Subscription Receipts, the Tribe Shares and the Resulting Issuer Shares have not been and will not be registered under the U.S. Securities Act (as defined below) and may only be offered or sold in the United States (as defined below) or to, or for the account or benefit of, U.S. Persons (as defined below) or persons in the United States pursuant to and in accordance with U.S. Securities Laws (as defined below) and the provisions of Schedule “A” to this Agreement. The parties acknowledge that Schedule “A” forms part of this Agreement. All actions to be undertaken by the Agents in the United States or for the account or benefit of a U.S. Person in connection with the matters contemplated herein shall be undertaken through the U.S. Affiliates (as defined below).

It is understood and agreed that the Agents are under no obligation to purchase any of the Subscription Receipts, although the Agents may subscribe for Subscription Receipts if they so desire.

DEFINITIONS

1. In this Agreement, in addition to the terms defined above, the following terms shall have the following meanings:

“ Acquisition ” means the purchase from the shareholders of RDC Property Services Ltd. and Gateway Property Management Corp. of (i) all of the issued and outstanding shares of RDC Property Services Ltd. and Gateway Property Management Corp., other than the class B preferred shares in the capital of Gateway Property Management Corp., and (ii) all shareholder loans owing by RDC Property Services Ltd. and Gateway Property Management Corp., pursuant to a nonbinding letter of intent between the Company, 431961 B.C. Ltd. and Scott Ullrich as trustee of the Scott and Sheryl Ulrich Family Trust, dated August 28, 2020;

“ Additional Subscription Receipts ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Agents ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Agents’ Closing Compensation ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Agents’ Option ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Agreement ” means the agreement resulting from the acceptance by the Company and Cherry of the offer made by the Agents hereby, including all schedules hereto, as the same may be amended or supplemented from time to time;

“ Applicable Anti-Money Laundering Laws ” has the meaning ascribed to such term in Section 5(a)(liv);

“ ASPE ” means generally accepted accounting principles as set out in the Canadian Institute of Chartered Accountants Handbook for an entity that prepares its financial statements in accordance with Accounting Standards for Private Enterprises, at the relevant time, applied on a consistent basis;

“ BCBCA ” means the Business Corporations Act (British Columbia), as from time to time amended or re-enacted and includes any regulations heretofore or hereafter made pursuant thereto;

“ Business Combination ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Business Combination Closing ” means the closing of the Business Combination;

“ Business Combination Opinions ” has the meaning ascribed to such term in Section 8 hereof;

“ Business Day ” means any day, other than a Saturday, Sunday or statutory holiday in the Province of Ontario and British Columbia, on which commercial banks in Toronto, Ontario and Vancouver, British Columbia are open for business;

“ Cash Commission ” has the meaning ascribed to such term in Section 14 hereof;

“ Cherry ” has the meaning ascribed to such term in the preamble to this Agreement;

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

“ Cherry Consolidation ” means the consolidation of the Cherry Common Shares to be completed prior to the Escrow Release Date on the basis of one post-consolidation Cherry Common Share for 8.4488 pre-consolidation Cherry Common Shares or such other ratio as set forth in the Definitive Agreement;

“ Cherry Disclosure Documents ” has the meaning ascribed to such term in Section 5(b)(ix);

“ Cherry Financial Statements ” means (i) the audited financial statements of Cherry for the years ended December 31, 2018 and December 31, 2019 and related notes thereto, and (ii) the unaudited condensed financial statements of Cherry for the three and nine months ended September 30, 2020 and 2019, each prepared in accordance with IFRS and provided to the Agents in connection with the Offering;

“ Cherry Subco ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Claims ” has the meaning ascribed to such term in Section 12 hereof;

“ Closing ” means the completion of the issue and sale by the Company, through the Agents, of the Subscription Receipts pursuant to the provisions of this Agreement, the Subscription Receipt Agreement and Subscription Agreements;

“ Closing Date ” means December 11, 2020 or such other date or dates as may be mutually agreed upon by Stifel GMP and the Company;

“ Closing Time ” means 12:00 p.m. (Toronto time) on the Closing Date or such other time on the Closing Date as may be mutually agreed upon by Stifel GMP and the Company;

“ Common Shares ” means the common shares in the capital of the Company and includes, for greater certainty, the Tribe Shares;

“ Company ” means Tribe Property Technologies Inc.;

“ Company IP ” means the Intellectual Property that has been developed, or that is being developed, by or for the Company or its subsidiaries, or that is being used, or is proposed to be used, by the Company or any subsidiary, other than Licensed IP;

“ Company’s Auditors ” means Dale Matheson Carr-Hilton Labonte LLP;

“ Compensation Option Certificates ” means the certificates representing the Compensation Options, which certificates shall govern the terms and conditions of the Compensation Options and shall be substantially in the form attached as Schedule “D”;

“ Compensation Option Shares ” means the Common Shares or the Resulting Issuer Shares, as the case may be, issuable upon the due exercise of the Compensation Options;

“ Compensation Options ” means the transferable compensation options to be issued to the Agents as provided for in Section 14, each Compensation Option entitling the holder thereof to acquire one Compensation Option Share at a price of $5.00 per share at any time on or before the date which is 24 months following the Escrow Release Date or the date on which a Termination Event occurs, as applicable all pursuant to the terms and conditions of the Compensation Option Certificates;

“ Consolidation ” means, collectively, the Cherry Consolidation and the Tribe Consolidation;

“ Corporate Presentation ” means the corporate presentation of the Company dated November, 2020 and delivered in connection with the Offering;

“ COVID-19 Outbreak ” has the meaning ascribed to such term in Section 5(a)(lxvii);

“ CPC Policy ” means the Policy 2.4 – Capital Pool Companies of the TSX-V;

“ Customer Data ” means all data, meta data, information or other content (i) transmitted to the Company by users or customers of the Company’s products; or (ii) otherwise stored or hosted by the Company, including Personally Identifiable Information, but excluding any confidential information and anonymized data;

“ Debt Instrument ” means any note, loan, bond, debenture, indenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money;

“ Definitive Agreement ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Developers ” has the meaning ascribed to such term in Section 5(xxxix);

“ Director, Officer and Significant Shareholder Lock-Up Period ” has the meaning ascribed to such term in Section 3(a)(xv) hereof;

“ Disqualification Event ” has the meaning ascribed to such term in Section 12;

“ Earnings ” means any income (including interest or gains) actually received from time to time on the Offered Receipts Escrowed Proceeds or any investment thereof less any losses actually suffered from holding and investing the Offered Receipts Escrowed Proceeds;

“ Effective Time ” means the time immediately before the effective time of the Business Combination Closing;

“ Employee Plans ” has the meaning ascribed to such term in Section 5(a)(lv);

“ Encumbrances ” means any hypothec, priority, mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing;

“ Engagement Letter ” means the engagement letter between the Company and Stifel GMP dated September 29, 2020;

“ Environmental Laws ” means any federal, provincial, local or municipal statute, law, rule, regulation, ordinance, code, policy or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to pollution or protection of human health, the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including Laws and regulations relating to the release or threatened release of Hazardous Substances or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances;

“ Escrow Release Conditions ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Escrow Release Date ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Escrow Release Deadline ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Financial Statements ” means the (i) unaudited consolidated financial statements of the Company as of and for the years ended April 30, 2020 and April 30, 2019, and related notes thereto, and (ii) unaudited consolidated interim financial statements of the Company as of and for the six month period ended October 31, 2020, and provided to the Agents in connection with the Offering;

“ General Solicitation ” and “ General Advertising ” means “general solicitation” and “general advertising”, respectively, as used in Rule 502(c) of Regulation D, including, advertisements, articles, notices or other communications published on the Internet or in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising or any public offering within the meaning of Regulation D;

“ Governmental Authority ” means and includes any domestic or foreign federal, provincial, regional, state, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authorities;

“ Government Official ” means (a) any official, officer, employee, or representative of, or any person acting in an official capacity for or on behalf of, any Governmental Authority, (b) any salaried political party official, elected member of political office or candidate for political office, or (c) any company, business, enterprise or other entity owned or controlled by any person described in the foregoing clauses;

“ Hazardous Substances ” means any substance, material or waste that is defined, judicially interpreted or identified in, or regulated, listed or prohibited by Environmental Laws, including pollutants, contaminants, chemicals, deleterious substances, dangerous goods, hazardous or industrial toxic wastes or substances, tailings, wasterock, radioactive materials, flammable substances, explosives, petroleum and petroleum products, polychlorinated biphenyls, chlorinated solvents and asbestos;

“ IFRS ” means International Financial Reporting Standards;

“ including ” or “ includes ” means including or includes without limitation;

“ Indemnified Party ” and “ Indemnified Parties ” has the meaning ascribed to such term in Section 12 hereof;

“ Indemnitor ” has the meaning ascribed to such term in Section 12 hereof;

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“ Intellectual Property ” means all registered and unregistered trade or brand names, business names, trademarks, service marks, copyrights, patents, patent rights, licenses, industrial designs, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential information, systems or procedures), computer software, formulae, processes, inventions, designs and other industrial or intellectual property of any nature whatsoever, including the Intellectual Property rights set out in Schedule “B” hereto;

“ Laws ” means Securities Laws and all other statutes, regulations, statutory rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or license, or any judgment, order, decision, ruling, award, policy or guideline, of any Governmental Authority; the term “applicable” with respect to such Laws and in the context that refers to one or more persons, means that such Laws apply to such person or persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority, having jurisdiction over the person or persons or its or their business, undertaking, property or securities;

“ Leased Premises ” means the premises which the Company occupies as a tenant;

“ Licensed IP ” means the Intellectual Property owned by any person other than the Company or a subsidiary and which the Company or a subsidiary licenses or uses;

“ Lock-Up Agreements ” has the meaning ascribed to such term in Section 3(a)(xvi) hereof;

“ Locked-Up Persons ” has the meaning ascribed to such term in Section 3(a)(xv) hereof;

“ LOI ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Material Adverse Effect ” or “ Material Adverse Change ” means any fact, effect, change, event, occurrence, or any development involving a change, that is or is reasonably likely to be materially adverse to the results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), cash flows, income or business operations of the Company or Cherry, as applicable;

“ Material Agreement ” means any contract, commitment, agreement (written or oral), instrument, lease or other document (including option agreements), to which the Company is a party or otherwise bound and which is material to the Company, and includes the LOI, this Agreement and the Subscription Receipt Agreement;

“ misrepresentation ”, “ material fact ”, “ material change ”, “ affiliate ”, “ associate ”, and “distribution” have the respective meanings ascribed to such terms in the Securities Act (Ontario) in effect on the date hereof;

“ Money Laundering Laws ” has the meaning ascribed to such term in Section 5(a)(lxv) hereof;

“ NI 45-106 ” means National Instrument 45-106 Prospectus Exemptions , or in Québec, means Regulation 45-106 respecting Prospectus Exemptions ;

“ OBCA ” means the Business Corporations Act (Ontario), as from time to time amended or reenacted and includes any regulations heretofore or hereafter made pursuant thereto;

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“ Offered Receipts Escrowed Funds ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Offered Receipts Escrowed Proceeds ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Offering ” has the meaning ascribed to such term in the second paragraph of this Agreement;

“ Offering Price ” means $5.00 per Subscription Receipt;

“ Permit ” has the meaning ascribed to such term in Section 5(v) hereof;

“ person ” includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning;

“ Personally Identifiable Information ” means any information that, alone or in combination with other information held by the Company, can be used to specifically identify a person including a natural person’s name, street address, telephone number, e-mail address, photograph, social insurance number, driver’s license number, passport number, credit or debit card number or customer or financial account number or any similar information that is treated as personally identifiable information under any applicable Laws;

“ President’s List Purchasers ” has the meaning ascribed to such term in Section 14 hereof;

“ Purchasers ” means the persons who, as purchasers or beneficial purchasers, acquire the Subscription Receipts by duly completing, executing and delivering a Subscription Agreement and any other required documentation;

“ Qualified Institutional Buyer ” has the meaning ascribed thereto in Schedule “A” attached to this Agreement;

“ Registered IP ” means all Company IP that is the subject of registration for Intellectual Property or applications for such registration;

“ Regulation D ” has the meaning ascribed thereto in Schedule “A” attached to this Agreement;

“ Release Event ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Remaining Agents’ Compensation ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Resulting Issuer ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Resulting Issuer Shares ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Right of First Opportunity Period ” has the meaning ascribed to such term in Section 18;

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“ Securities Laws ” means all applicable securities laws in each of the Selling Jurisdictions and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments (whether local, multilateral or national) of the securities regulatory authorities in such jurisdictions;

“ Securities Regulators ” means, collectively, the securities regulators or other securities regulatory authorities in the Selling Jurisdictions;

“ Selling Firm ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Selling Jurisdictions ” means each of the provinces of Canada and such other jurisdictions which are agreed to by the Company and the Agents and where Purchasers are resident or located, as applicable;

“ Shareholder Loan ” has the meaning ascribed to such term in Section 3(a)(xiv);

“ Shortfall ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Significant Shareholder ” means any shareholder of the Company holding more than 5% of the issued and outstanding equity securities of the Company (on a fully-diluted basis, prior to giving effect to the Business Combination);

“ Stifel GMP ” or “ Lead Agent ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Subscription Agreements ” means, collectively, the subscription agreements for the Subscription Receipts in the form agreed upon by the Company and Stifel GMP (on its own behalf and for and on behalf of the Agents) pursuant to which Purchasers agree to subscribe for and purchase the Subscription Receipts as therein contemplated and shall include, for greater certainty, all schedules thereto; and “ Subscription Agreement ” means any one of them, as the context requires;

“ Subscription Receipt Agent ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Subscription Receipt Agreement ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Subscription Receipts ” has the meaning ascribed to such term in the preamble to this Agreement;

“ subsidiary ” shall have the meaning ascribed to such term in the BCBCA;

“ Systems ” has the meaning ascribed to such term in Section 5(xxxvi);

“ Tax Act ” means the Income Tax Act (Canada) and any other applicable corresponding provincial legislation;

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“ Taxes ” has the meaning ascribed to such term in Section 5(xxvii);

“ Termination Event ” has the meaning ascribed to such term in the preamble to this Agreement;

“ Tribe Consolidation ” means the consolidation of the Common Shares to be completed prior to the Escrow Release Date on the basis of one post-consolidation Common Share for every 9.1719 pre-consolidation Common Share;

“ Tribe Shares ” has the meaning ascribed to such term in the preamble to this Agreement;

“ TSX-V ” means the TSX Venture Exchange;

“ United States ” and “ U.S. ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“ U.S. Accredited Investors ” has the meaning ascribed thereto in Schedule “A” attached to this Agreement;

“ U.S. Person ” means a “U.S. person” as that term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act; and

“ U.S. Securities Act ” means the United States Securities Act of 1933 , as amended, and the rules and regulations promulgated thereunder.

The following are the schedules attached to this Agreement, which schedules are deemed to be a part hereof and are hereby incorporated by reference herein:

Schedule “A” - Compliance with U.S. Securities Laws

Schedule “B” – List of Intellectual Property Rights

Schedule “C” – List of Options, Warrants and Convertible Securities

Schedule “D” – Form of Compensation Option Certificate

Schedule “E” – Form of Insider Lock-Up Agreement

Schedule “F” – List of Locked-Up Persons

TERMS AND CONDITIONS

2. (a) Sale on Exempt Basis. The Agents shall, and shall require any Selling Firm, offer for sale and sell the Subscription Receipts pursuant to the Offering:

(i) in the Selling Jurisdictions on a private placement basis in compliance with all applicable Securities Laws such that the offer and sale of the Subscription Receipts does not obligate the Company to file a prospectus, a registration statement or other offering document or deliver an offering memorandum or other offering document
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in any jurisdiction, or become subject to continuous disclosure filing obligations in any jurisdiction; and

(ii) in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person through the U.S. Affiliates to Purchasers who are Qualified Institutional Buyers or U.S. Accredited Investors, pursuant to available exemptions from the registration requirements of the U.S. Securities Act and any applicable state securities Laws and in compliance with Schedule “A” hereto.
(b) Filings. The Company undertakes to file or cause to be filed, all forms or undertakings required to be filed by the Company in connection with the issue and sale of the Subscription Receipts so that the distribution of the Subscription Receipts may lawfully occur without the necessity of filing a prospectus, a registration statement or an offering memorandum under applicable Securities Laws. The Agents undertake on their own behalf, and on behalf of any Selling Firm, to use commercially reasonable efforts to cause Purchasers to complete any forms required by Securities Laws, so that the distribution of the Subscription Receipts may lawfully occur without the necessity of filing a prospectus, a registration statement or an offering memorandum under applicable Securities Laws. All fees payable in connection with such filings shall be at the expense of the Company.
(c) No Offering Memorandum. Other than the Corporate Presentation, neither the Company nor the Agents shall: (i) provide to prospective purchasers of the Subscription Receipts any document or other material that would constitute an offering memorandum or future oriented financial information within the meaning of Securities Laws; or (ii) engage in any form of General Solicitation or General Advertising in connection with the offer and sale of the Subscription Receipts, including causing the sale of the Subscription Receipts to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display and social media, or conduct any seminar or meeting relating to the offer and sale of the Subscription Receipts whose attendees have been invited by general solicitation or advertising.
(d) Business Combination. The Company shall: (i) take all actions reasonably necessary or required to complete the Business Combination as soon as practicable and, in any event on or before the Escrow Release Deadline, subject only to such matters to be performed by Cherry in connection with the Business Combination; (ii) take all actions reasonably necessary to ensure that the TSXV conditionally approve the listing of the Resulting Issuer Shares on the TSX-V prior to the Escrow Release Deadline; and (iii) prepare and file all documents required by the Securities Regulators in connection with the issuance and sale of the Subscription Receipts by the Company and the issuance of the Tribe Shares upon the exchange of the Subscription Receipts, in each case, so as to permit and enable such securities to be lawfully distributed on a prospectus exempt basis in the Selling Jurisdictions, the United States and any other jurisdictions where Subscription Receipts are offered and sold in accordance with this Agreement and the Subscription Agreements.

3. (a) Covenants of the Company. The Company hereby covenants to the Agents and to the Purchasers (and acknowledges that each of them is relying on such covenants in connection with the Closing), that it will:

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(i) following the Business Combination Closing, use its best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Securities Laws in British Columbia, Alberta and Ontario until the date that is two years following the Escrow Release Date, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company ceasing to be a “reporting issuer” so long as the holders of Resulting Issuer Shares have approved the transaction in accordance with the requirements of applicable corporate laws and the rules and policies of the TSXV, as the case may be;
(ii) allow the Agents and their representatives the opportunity to conduct all due diligence which the Agents may reasonably require to be conducted prior to the Escrow Release Date in connection with the Offering and the satisfaction of the Escrow Release Conditions. The Company will, subject to any Laws in response to the COVID-19 Outbreak, provide to the Agents (and Agents’ counsel) reasonable access to the Company’s offices, senior management personnel and corporate, financial and other records as the Agents and their representatives may reasonably request, for the purposes of conducting such due diligence. Without limiting the scope of the due diligence inquiry the Agents (or Agents’ counsel) may conduct, the Company shall use its commercially reasonable efforts to make available its directors, senior management, the Company’s Auditors and counsel to answer any questions which the Agents may reasonably have and to participate in one or more due diligence sessions to be held prior to the Closing Time;
(iii) allow the Agents and their representatives, acting reasonably, the opportunity to review and comment on all documents to be prepared and filed in connection with the Business Combination and the Acquisition as the Agents and their representatives may require to review, and notwithstanding the generality of the foregoing, provide the Agents, for review by the Agents and their representatives, before execution, filing or issuance, (a) any financial statements of the Company, including any pro forma financial statements, (b) any material document to be filed with any Securities Regulator or the TSX-V, including any filing statement, (c) any document to be sent to securityholders of the Company (including any management information circular), or (c) any agreements entered into in connection with the Acquisition;
(iv) promptly inform the Agents of the full particulars of:
A) any request of any Securities Regulators or similar regulatory authority (including the TSX-V) for any amendment to any previously provided information or for any additional information which may be material to the distribution of the Subscription Receipts or the issuance of the Tribe Shares or to the Company’s knowledge, the Resulting Issuer Shares or the Compensation Options Shares, as the case may be;
B) the issuance by any Securities Regulators or similar regulatory authority (including the TSX-V) or by any other competent authority of any order to
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cease or suspend trading of any securities of the Company or, to the Company’s knowledge, any securities of Cherry or the Resulting Issuer, or of the institution or threat of institution of any proceedings for either purpose (and except as otherwise agreed by the Agents, the Company will use its best efforts to prevent the issuance of any such cease trading order or suspension order of any securities of the Company and, if issued, to obtain the withdrawal thereof as soon as possible); or

C) the receipt by the Company of any material communication from any Securities Regulators or stock exchange (including the TSX-V) or any other competent authority relating to the distribution of the Subscription Receipts or the issuance of the Tribe Shares, the Resulting Issuer Shares or the Compensation Option Shares, as the case may be;
(v) duly execute and deliver the Subscription Agreements, the Subscription Receipt Agreement and the Compensation Option Certificates at the Closing Time, and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Company;
(vi) fulfil or cause to be fulfilled, at or prior to the Closing Date, each of the conditions required to be fulfilled by the Company set out in Section 7 hereof;
(vii) duly and validly create, authorize, and on payment of the Offering Price therefor, issue, the Subscription Receipts, and ensure that the Subscription Receipts have the attributes corresponding to the description thereof set forth in this Agreement, the Subscription Agreements and the Subscription Receipt Agreement;
(viii) prior to the Escrow Release Date, have a sufficient number of Tribe Shares available for issuance upon the exchange in full of the Subscription Receipts;
(ix) ensure that upon the issuance of the Tribe Shares in exchange for the Subscription Receipts, such Tribe Shares be duly issued as fully paid and non-assessable shares of the Company and have the attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Subscription Agreements;
(x) duly and validly create and authorize the grant of the Compensation Options and authorize and reserve the Compensation Option Shares, in so far as the Compensation Option Shares relate to Tribe Shares, for issuance, and ensure that the Compensation Options have the attributes corresponding to the description set forth in this Agreement and the Compensation Option Certificates;
(xi) ensure that upon the issuance of the Compensation Option Shares upon the exercise of the Compensation Options, such Compensation Option Shares be duly issued as fully paid and non-assessable shares of the Company or the Resulting Issuer, as the case may be;
(xii) use its best efforts to ensure that the Resulting Issuer Shares and the Compensation Option Shares are conditionally approved for listing and trading on the TSX-V on
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or prior to the Escrow Release Date and remain listed for trading on the TSX-V for a period of two years following the Escrow Release Date, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Resulting Issuer Shares and the Compensation Option Shares being delisted so long as the holders of Resulting Issuer Shares and the Compensation Option Shares receive cash, marketable securities or a combination thereof in connection with the transaction or the holders of the Resulting Issuer Shares and the Compensation Option Shares have approved the transaction in accordance with the requirements of applicable corporate laws and the rules and policies of the TSX-V, subject only to such matters to be performed by Cherry in connection with the Business Combination;

(xiii) execute and file with the Securities Regulators all forms, notices and certificates required to be filed by the Company pursuant to the Securities Laws in the time required by the applicable Securities Laws, including a Form 45-106F1 – Report of Exempt Distribution and any other forms, notices and certificates identified as being required to be filed by the Company pursuant to Securities Laws in the opinions delivered to the Agents pursuant to the closing conditions set forth in Section 7 hereof;
(xiv) until the date which is 90 days after the Escrow Release Date, the Company and the Resulting Issuer will not, without the prior written consent of Stifel GMP (on its own behalf and for and on behalf of the Agents), which consent may not be unreasonably withheld, delayed or conditioned, directly or indirectly, issue, sell, offer, grant an option or right in respect of any Common Shares or Resulting Issuer Shares or any securities or other financial instruments convertible, exchangeable or exercisable into Common Shares or Resulting Issuer Shares or agree to or publicly announce any intention to do so, except: (i) any issuance in connection with the Offering; (ii) any issuance relating to equity compensation grants to directors, officers, employees and consultants of the Company outstanding at the date hereof and shares issued upon their exercise pursuant to any stock option plan of the Company; (iii) issuances upon the exercise of convertible securities, warrants or options outstanding at the date hereof; (iv) issuances relating to arm’s length strategic acquisitions in the ordinary course of business payable in Common Shares or Resulting Issuer Shares (as applicable), or other strategic, consulting, licensing, joint venture or similar transactions; (v) in connection with any corporate reorganization to be effected prior to the Business Combination; (vi) in connection with the Acquisition; or (vii) in connection with the conversion of any shareholder loans outstanding as of the date hereof (a “ Shareholder Loan ”);
(xv) use best efforts to cause its senior officers, directors and Significant Shareholders (as set out in Schedule “F” hereto) (the “ Locked-Up Persons ”), to enter into agreements, substantially in the form attached hereto as Schedule “E” (the “ LockUp Agreements ”), in which they will covenant and undertake not to, until the date which is 27 months after the Escrow Release Date (the “ Director, Officer and Significant Shareholder Lock-Up Period ”), not to offer, sell, contract to sell, grant or sell any option to purchase, purchase any option or contract to sell,
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hypothecate, pledge, transfer, assign, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with (or, in either case, agree to or publicly announce any intention to do any of the foregoing) whether through the facilities of a stock exchange, by private placement or otherwise any Common Shares or Resulting Issuer Shares (or any securities issuable in exchange therefor) or other securities of the Company convertible into, exchangeable for or exercisable to acquire, Common Shares or Resulting Issuer Shares, directly or indirectly, unless they first obtain the prior consent of Stifel GMP (on its own behalf and for and on behalf of the Agents). Notwithstanding the foregoing, (i) 25% of the securities subject to the restrictions set forth in the LockUp Agreements will be automatically released from the restrictions contained in the Lock-Up Agreements on the 18, 21, 24 and 27 month anniversaries of the Escrow Release Date and (ii) any Common Shares or Resulting Issuers acquired pursuant to conversion of the Subscription Receipts, or Common Shares or Resulting Issuer Shares acquired at the Offering Price in exchange for Shareholder Loans;

(xvi) prior to the Escrow Release Date, effect the conversion of $1,266,368 of shareholder loans owing by the Company into Common Shares at the Offering Price;
(xvii) to use the net proceeds of the Offering for the completion of the Acquisition, working capital and general corporate purposes;
(xviii) remit the amount of the Shortfall, if any, to the Subscription Receipt Agent forthwith following the date of the Termination Event, in priority to any payments to the Company’s shareholders creditors or debt holders or persons not dealing at arm’s length (within the meaning of the Tax Act) with the Company;
(xix) duly execute and deliver the Definitive Agreement and, at the Effective Time, each of the agreements, contracts and instruments required by the Definitive Agreement to give effect to the Business Combination to be executed and delivered by the Company and the other respective parties thereto, and cause such agreements, contracts and instruments to be valid and binding obligations of the Company, enforceable against the Company and by the Company in accordance with their respecting terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought;
(xx) upon satisfaction of the Escrow Release Conditions (other than delivery of the Release Notice) and prior to the Lead Agent executing the Release Notice, execute and, subject to the cooperation of Cherry, deliver a certificate addressed to the Agents and executed by the Chief Executive Officer and the Chief Financial Officer of each of the Company and Cherry (or such other director(s) or officer(s) of each such entity as may be acceptable to the Lead Agent, acting reasonably) confirming that the Escrow Release Conditions have been satisfied (other than the delivery of the Release Notice to the Subscription Receipt Agent);
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(xxi) promptly notify the Agents in writing of any material breach of any covenant of this Agreement by the Company and upon it becoming aware that any representation or warranty of the Company contained in this Agreement, the Subscription Agreements, the Subscription Receipt Agreement, the Compensation Option Certificates or the Definitive Agreement is or has become untrue or inaccurate in any material respect (except for representations and warranties of the Company qualified by materiality or which refer to a Material Adverse Effect (or similar effect), which shall be true and correct in all respects); and

(xxii) comply with the provisions of Schedule “A” to this Agreement.

(b) Covenants of the Agents. Each of the Agents hereby jointly (and not solidarily, nor jointly and severally) covenants and agrees: (i) to conduct all activities in connection with the Offering in compliance with Securities Laws and all other laws applicable to such Agent; (ii) to obtain from each Purchaser, a completed and executed Subscription Agreement (including all certifications, forms and other documentation contemplated thereby or as may be required by the Securities Regulators), as applicable, in a form acceptable to the Company and the Agents; (iii) that it shall require any Selling Firm retained by it to agree, for the benefit of the Company, to comply with and shall use commercially reasonable efforts to ensure that such Selling Firm complies with, the same provisions of this Section 3(b) hereof as apply to the Agents as if such provisions applied to such selling group member; (iv) to comply with the provisions of Schedule “A” to this Agreement; and (v) to execute and deliver to the Company, subject to the terms and conditions of this Agreement, any certificate required to be executed by it under applicable Securities Laws in connection with the Offering provided that such Agent is satisfied, acting reasonably, that it is appropriate to do so.

4. (a) Material Changes. From the date hereof to the earlier to occur of the (i) Escrow Release Date and (ii) the Escrow Release Deadline, the Company or Cherry shall promptly notify the Agents (and, if requested by the Agents, confirm such notification in writing) of any material change or change in a material fact (in either case whether actual, anticipated, contemplated or threatened, financial or otherwise) or any event or development involving a prospective material change or change in a material fact in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company.

(b) Press Releases. The Company agrees that it shall obtain the prior approval of the Agents as to the content and form of any press release relating to the Offering or the Business Combination issued by the Company on or after the date hereof, such approval not to be unreasonably withheld or delayed, and that any press release relating to the Offering will include a reference to the Agents acting as agents of the Company in connection with the Offering and shall include the below language that restricts the dissemination and distribution of any such press releases to jurisdictions inside the United States and to U.S. newswire services:

“Not for distribution to United States newswire services or for dissemination in the United States.”

“This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be

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registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, a person in the United States or a U.S. person unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.”

Following the Closing Date, the Lead Agent shall with the consent of the Company, which consent shall not be unreasonably withheld, be permitted to publish or place, at their own expense, such advertisements or announcements relating to the services provided hereunder in such newspaper or other publications as it considers appropriate after consultation with the Company, acting reasonably.

5. (a) Representations and Warranties of the Company. The Company represents and warrants to the Agents and the Purchasers (and acknowledges that each of them is relying upon such representations and warranties in connection with the completion of the Offering and that such representations and warranties have been incorporated by reference in the Subscription Agreements for the benefit of the Purchasers), that:

(i) the Company and Tribe Management Inc. are entities duly organized and validly existing under the Laws of British Columbia, and each of them has all requisite corporate power and authority and is duly qualified and holds all Permits, licenses and authorizations required to carry on its business as now conducted and proposed to be conducted, to own, lease or operate its properties and assets and to carry out its obligations under the Material Agreements to which it is a party, and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution, liquidation or winding up;
(ii) except for Tribe Management Inc., the Company has no direct or indirect subsidiary or any investment or proposed investment in any person that is material to the business of the Company;
(iii) the authorized capital of the Company consists of 1,868,000 class A preferred shares and an unlimited number of Common Shares, of which (prior to the completion of the Offering) 108,834,376 Common Shares are issued and outstanding as fully paid and non-assessable shares of the Company. The authorized capital of Tribe Management Inc. consists of 10,000 common shares, of which 100 common shares, representing 100% of the total issued and outstanding common shares, are held by the Company as fully paid and non-assessable shares. Other than the securities set forth in Schedule “C” to this Agreement, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) and there are no outstanding rights, warrants, options, convertible debt or any other securities or rights capable of being converted into, or exchanged or exercised for, any shares or securities of the Company or of Tribe Management Inc.;
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(iv) the Company has all requisite corporate power, authority and capacity to enter into each of this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the Compensation Option Certificates and to perform the transactions contemplated herein and therein, including the creation, issue and sale of the Subscription Receipts, the issue of the Tribe Shares, the grant of the Compensation Options and the issue and sale of the Compensation Option Shares, in so far as the Compensation Option Shares relate to Tribe Shares, as applicable and in accordance with the respective provisions thereof;
(v) the Company has conducted and is conducting its business in compliance in all material respects with all applicable Laws of each jurisdiction in which it carries on business or holds assets (including all applicable federal, state, municipal and local Laws, regulations and other lawful requirements of any governmental or regulatory body, including all Governmental Authorities), holds all permits, licenses, certificates, consents and like authorizations necessary for it to carry on its business in each jurisdiction where such business is carried on that are material to the conduct of the business of the Company (collectively, the “ Permits ”) under all such Laws and is in compliance in all material respects with all terms of such Permits, all such Permits are valid and in good standing, and the Company has not received any notice of material non-compliance, and does not know of, any facts that would be reasonably likely to give rise to a notice of material non-compliance with any such Laws, in each case, except as would not reasonably be expected to result in a Material Adverse Effect in respect of the Company;
(vi) other than the Leased Premises, the Company is the absolute legal and beneficial owner of, and has good and marketable title to, all of the material properties and assets of the Company, and no other property or assets are necessary for the conduct of the business of the Company as currently conducted. Any and all of the agreements and other documents and instruments pursuant to which the Company holds any material property and assets thereof (including any interest in, or right to earn an interest in, any Intellectual Property) are valid and subsisting agreements, documents and instruments in full force and effect, enforceable in accordance with the terms thereof against the Company, and to the knowledge of the Company the other party or parties thereto, in accordance with the terms thereof except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable Law, and all material leases, licenses and other agreements pursuant to which the Company derive the interests in such property are in good standing. The Company does not know of any claim or the basis for any claim that would reasonably be expected to have a Material Adverse Effect on the right of the Company to use, transfer or otherwise exploit its assets, none of the material properties (or any interest in, or right to earn an interest in, any property) of the Company is subject to any right of first refusal or purchase or acquisition right, and the Company does not have any responsibility or obligation to pay any material commission, royalty,
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licence fee or similar payment to any person with respect to the material property and assets thereof other than in the ordinary course of business;

(vii) there are no suits, actions, investigations, or litigation or arbitration proceedings or governmental proceedings in progress, pending or, to the knowledge of the Company, contemplated or threatened, to which the Company is a party or to which the property (including any Permits) of the Company is subject, except where such suit, action, investigation or litigation or arbitration proceeding or governmental proceeding would not, individually or in the aggregate, have a Material Adverse Effect in respect of the Company. There is not presently outstanding against the Company any material judgment, injunction, decree, rule or order of any court, governmental department, including Governmental Authority, commission, agency or arbitrator;
(viii) the Company is not in violation of its constating documents or in default in any material respect in the performance or observance of any obligation, agreement, covenant or condition contained in any Material Agreement;
(ix) all of the Material Agreements are valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof in all material respects, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable Law. The Company has performed in all material respects all obligations (including payment obligations) in a timely manner under, and is in material compliance with all terms, conditions and covenants contained in each Material Agreement and, to the knowledge of the Company, no other party is in material breach, violation or default of any Material Agreement;
(x) at the Closing Time, all Permits and filings as may be required to be made or obtained by the Company under applicable Laws necessary for the execution and delivery of this Agreement, the Subscription Receipt Agreement, the Subscription Agreements, the Compensation Option Certificates and the creation, issuance, sale and authorization of transfer, as applicable, the Subscription Receipts and the Compensation Options and the consummation of the Offering, will have been made or obtained, as applicable, (other than the filing of post-Closing reports and other documents required under Securities Laws, which documents shall be filed as soon as practicable after the Closing Date and, in any event, within the deadline imposed by Securities Laws);
(xi) the Subscription Receipts, the Tribe Shares, the Resulting Issuer Shares, the Compensation Options and the Compensation Shares will not be subject to a statutory hold period under Securities Laws which extends beyond four months and one day after the day the Company becomes a reporting issuer in a jurisdiction of
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Canada in accordance with and subject to the conditions set out in National Instrument 45-102 Resale of Securities ;

(xii) the Company has provided to the Agents copies of (including all material correspondence relating to) all material licenses and Permits held by it and any renewals thereof as of the date hereof. The Company has all material Permits necessary for the conduct of its business as presently conducted;
(xiii) each of the execution and delivery of this Agreement, the Definitive Agreement, the Subscription Receipt Agreement, the Subscription Agreements and the Compensation Option Certificates by the Company and the performance by the Company of its obligations hereunder or thereunder, including the creation, issue and sale of the Subscription Receipts, the issue and sale of the Tribe Shares, the grant of the Compensation Options and the issue and sale of the Compensation Option Shares, in so far as the Compensation Option Shares relate to Tribe Shares, and the consummation of the transactions contemplated in this Agreement, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default in a manner that would have a Material Adverse Effect with respect to the Company or which would materially impede or delay the transactions contemplated hereby, under, (whether after notice or lapse of time or both): (A) subject to receipt of the approval of the Company’s shareholders for the Business Combination, the Tribe Consolidation and the approvals under the BCBCA in connection therewith, any Laws applicable to the Company and the constating documents, by-laws or resolutions of the Company, which are in effect at the date hereof; (B) any Material Agreement or Debt Instrument; or (C) any judgment, decree or order binding the Company or the property or assets of the Company;
(xiv) at the Closing Time, each of this Agreement, the Subscription Agreements, the Compensation Option Certificates and the Subscription Receipt Agreement shall have been duly authorized, executed and delivered by the Company, and upon such execution and delivery each shall constitute a valid and binding obligation of the Company and each shall be enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable Law;
(xv) upon execution of the Subscription Agreement and the Compensation Option Certificates, the Subscription Receipts and Compensation Options, respectively, to be issued and sold as hereinbefore described will have been duly created and authorized for issuance and upon issuance, delivery and payment of the Offering Price, the Subscription Receipts and the Compensation Options will be validly issued. The Subscription Receipts and Compensation Options will not be issued in
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violation of or subject to any pre-emptive rights or contractual rights to purchase securities granted by the Company;

(xvi) at the Closing Time on the Closing Date the Subscription Receipt Agent shall have been duly appointed as the subscription receipt agent in respect of the Subscription Receipts;
(xvii) subject to receipt of the approval of the Company’s shareholders for the Business Combination and the Tribe Consolidation, at the Closing Time, all necessary corporate action will have been taken by the Company to allot and authorize the issuance of the Tribe Shares issuable upon conversion of the Subscription Receipts, and the Compensation Option Shares issuable upon the exercise of the Compensation Options, in so far as the Compensation Option Shares relate to Tribe Shares, will be validly issued as fully-paid and non-assessable Common Shares;
(xviii) the attributes of the Compensation Options conform, or when created will conform, in all material respects, with the description thereof in the Compensation Option Certificate, a form of which is attached hereto as Schedule “D”;
(xix) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Company has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are pending, contemplated or threatened by any regulatory authority;
(xx) to the extent applicable, the form and terms of any definitive certificates representing the Subscription Receipts, and the Tribe Shares have been duly approved and adopted by the Company and comply with all legal requirements relating thereto;
(xxi) other than the shareholders’ agreement dated April 2, 2014, as amended, the Company is not a party to any agreement, nor is the Company aware of any agreement, which in any manner affects the voting control of any of the securities of the Company;
(xxii) other than the Acquisition and the Business Combination and the transactions related thereto, the Company has not approved, and has not entered into any agreement in respect of: (A) the purchase of any material property or assets or any interest therein, or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Company whether by asset sale, transfer of shares or otherwise; (B) the change in control (by sale, transfer or other disposition of shares or sale, transfer, lease or other disposition of all or substantially all of the property and assets of the Company) of the Company; or (C) a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 5% or more of the outstanding shares of the Company;
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(xxiii) the Financial Statements have been prepared in accordance with ASPE, contain no misrepresentations and present fairly, in all material respects, the assets, liabilities venues, expenses and financial condition of the Company as at the respective dates thereof and the results of the operations and cash flows of the Company for the periods then ended and contain and reflect adequate provisions or allowance for all liabilities, expenses and losses of the Company that are required to be disclosed in such Financial Statements;
(xxiv) there are no material off-balance sheet transactions, arrangements or obligations (including contingent obligations) of the Company which are required to be disclosed or reflected, and are not disclosed or reflected, in the Financial Statements and the Company does not have any material liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the Financial Statements;
(xxv) there has been no change in accounting policies or practices of the Company since April 30, 2018 , other than as disclosed in the Financial Statements, the Corporate Presentation or in connection with changes in accounting policies in connection with the Business Combination;
(xxvi) since April 30, 2018, except as disclosed in the Corporate Presentation on or prior to the date hereof and other than the entering into of this Agreement, the Acquisition, the Subscription Agreements, the Definitive Agreement, the Compensation Option Certificates and the Subscription Receipt Agreement and the performance of its obligations hereunder and thereunder: (A) to the knowledge of the Company, there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Company, taken as a whole; (B) there has not been any material change in the share capital or long-term debt of the Company; and (C) the Company has carried on businesses in the ordinary course;
(xxvii) all taxes (including income tax, capital tax, sales taxes, goods and services taxes, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “ Taxes ”) due and payable by the Company have been paid. All tax returns, declarations, remittances and filings required to be filed by the Company have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. To the knowledge of the Company, no examination of any tax return of the Company is currently in progress and there are no disputes outstanding with any Governmental Authority respecting any Taxes;
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(xxviii)the Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization, and (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with ASPE and to maintain accountability for assets;
(xxix) the Company is the sole legal and beneficial owner of, has good and marketable title to, and owns all right, title and interest in all Company IP, all of which is set forth in Schedule “B”, free and clear of all Encumbrances, charges, covenants, conditions, options to purchase and restrictions or other adverse claims or interests of any kind or nature and the Company has no knowledge of any claim of adverse ownership in respect thereof. No consent of any person is necessary to make, use, reproduce, license, sell, modify, update, enhance or otherwise exploit any Company IP and no Company IP comprises an improvement to Licensed IP that would give any person any rights to Company IP including, without limitation, rights to license Company IP;
(xxx) the Company has not received any notice or claim (whether written, oral or otherwise) challenging its ownership or right to use of any Company IP or suggesting that any other person has any claim of legal or beneficial ownership or other claim or interest with respect thereto, nor, to the Company’s knowledge, is there a reasonable basis for any claim that any person other than the Company has any claim of legal or beneficial ownership or other claim or interest in any Company IP;
(xxxi) to the knowledge of the Company, the conduct of the business of the Company has not infringed, violated, misappropriated or otherwise conflicted with any Intellectual Property right of any person;
(xxxii) the Company is not a party to any action or proceeding, nor, to the knowledge of the Company, has any action or proceeding been threatened that alleges that any current or proposed conduct of its business has or will infringe, violate or misappropriate or otherwise conflict with any Intellectual Property right of any person;
(xxxiii) to the knowledge of the Company, no person has infringed or misappropriated, or is infringing or misappropriating, any rights of the Company in or to any Company IP;
(xxxiv) all applications for registration of any Registered IP are in good standing in all material respects, stand in the name of the Company and have been filed in a timely manner in the appropriate offices to preserve the rights thereto and, in the case of a provisional application, the Company confirms that all right, title and interest in and to the Intellectual Property disclosed in such application have been assigned in writing (without any right to revoke such assignment) to the Company. The Company has prosecuted, and is prosecuting, such applications diligently. To the knowledge of the Company, there has been no public disclosure, sale or offer for
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sale of any Company IP anywhere in the world that may prevent the valid issue of all available Intellectual Property rights in such Company IP. All material information has been disclosed to the appropriate offices as required according to the local laws in the jurisdictions where the applications are pending;

(xxxv) all registrations of Registered IP are in good standing in all material respects and are recorded in the name of the Company in the appropriate offices to preserve the rights thereto, and all such registrations have been filed, prosecuted and obtained in accordance with all applicable legal requirements. No registration of Registered IP has expired, become abandoned, been cancelled or expunged, or has lapsed for failure to be renewed or maintained;
(xxxvi) in respect of the hardware equipment and software components of the information management, technology and computer systems (collectively, the “ Systems ”) of the Company:
A) the Systems have been maintained and supported in accordance with prudent industry practices in all material respects;
B) there is a commercially reasonable disaster recovery plan in place in respect of such Systems;
C) commercially reasonable controls are in place to control access and security to such Systems and there are appropriate firewalls, virus protection programs and other cybersecurity measures in place that are consistent with current standards and practices of a reasonably prudent business operating in a similar industry and that such measures and policies reasonably safeguards proper access to and the security of, the data of the Company;
D) all software being used is supported by valid licenses and all licenses in respect of such software are in good standing in all material respects and not in default in any material respect; and
E) all related data, content and programs are backed-up regularly with copies stored safely and securely off-site;
(xxxvii) to the knowledge of the Company, the computer and data processing systems, facilities and services used by the Company are substantially free of any material defects, bugs and errors, and do not contain any disabling codes or instructions, spyware, trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials wherein any trade secrets or proprietary information of the Company has been disclosed to a third party;
(xxxviii) there have been no written complaints relating to any improper use or disclosure of any information involving the Company, nor any breach in the information security, cybersecurity or similar systems in respect of the Company in the past three years;
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(xxxix) all Company IP was created or developed only by individuals during the course of their employment with the Company or by contractors or consultants in the course of their engagements with the Company (hereinafter referred to in this Section as “ Developers ”);
(xl) all Developers, at the time they created or developed the Company IP, were either full-time employees of the Company or were contractors who assigned all rights in the Company IP, including any and all worldwide proprietary rights, to the Company pursuant to written agreements, and to the knowledge of the Company, the Developers did not incorporate any previously existing work product or other materials proprietary to the Developers or any third party (other than Licensed IP) in such creation or development;
(xli) all Developers have waived in writing their moral rights in and to the Company IP to the extent the applicable jurisdiction in which such Developers were located protects moral rights;
(xlii) the Company’s use or handling of Customer Data in the previous five (5) years did not and does not violate any applicable Law in a manner that could reasonably be expected to result in a Material Adverse Effect in respect of the Company;
(xliii) except as disclosed in writing to the Agents prior the date of this Agreement, to the knowledge of the Company, none of the directors, officers or employees of the Company, any person who owns, directly or indirectly, more than 10% of any class of securities of the Company or securities of any person exchangeable for more than 10% of any class of securities of the Company, or any associate or affiliate of any of the foregoing, had or has any material interest, direct or indirect, in any transaction (other than in connection with the Offering and/or the Business Combination) or any proposed transaction (including any loan made to or by any such person) with the Company which, as the case may be, materially affects, is material to or will materially affect the Company;
(xliv) the Company is not a party to, or bound by any commitment, agreement or document containing any covenant which expressly and materially limits the freedom of the Company to compete in any line of business, transfer or move any of its assets or operations or which would have a Material Adverse Effect on the business practices, operations or condition of the Company;
(xlv) to the knowledge of the Company, the Company has never been in violation of, in connection with the ownership, use, maintenance or operation of the property and assets thereof, any applicable Laws relating to environmental, health or safety matters;
(xlvi) with respect to each of the Leased Premises, each of the leases pursuant to which the Company occupies the Leased Premises is in good standing and in full force and effect, and the Company has the exclusive right to occupy and use the Leased Premises to conduct the business of the Company. The performance of obligations
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pursuant to and in compliance with the terms of this Agreement and the completion of the transactions, including the Business Combination, will not afford any of the parties to such leases or any other person the right to terminate such leases and to the knowledge of the Company, no parties to such leases intend to terminate same;

(xlvii) to the knowledge of the Company, the Company has never been in violation of, in connection with the ownership, use, maintenance or operation of the Leased Premises and assets, any Environmental Laws;
(xlviii) to the knowledge of the Company, there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Laws against the Company;
(xlix) the Company has not used the Leased Premises, or any facility which it previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substances other than in compliance with Environmental Laws;
(l) the Company does not own any real property;
(li) to the knowledge of the Company, there exists no claim or basis for any claim that might or could have a Material Adverse Effect on the right of the Company to use, transfer or otherwise exploit the Leased Premises;
(lii) to the knowledge of the Company, no director, officer, employee, consultant, representative or agent of the Company, has (A) violated any anti-bribery or anticorruption Laws applicable to the Company, including the United States Foreign Corrupt Practices Act of 1977 and Corruption of Foreign Public Officials Act (Canada), or (B) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (i) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Company in obtaining or retaining business for or with, or directing business to, any person; or (ii) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage;
(liii) to the knowledge of the Company, no director, officer, employee, consultant, representative or agent of the Company, has (A) conducted or initiated any review, audit, or internal investigation that concluded the Company or any director, officer,
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employee, consultant, representative or agent thereof, violated any anti-bribery or anti-corruption Laws applicable to the Company or committed any material wrongdoing, or (B) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption Laws, in each case, with respect to any alleged act or omission arising under or relating to non-compliance with any such Laws, or received any notice, request, or citation from any person alleging non-compliance with any such Laws;

(liv) the operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “ Applicable Anti-Money Laundering Laws ”) and no action, suit or proceeding by or before any Governmental Authority involving the Company with respect to Applicable Anti-Money Laundering Laws is, to the knowledge of the Company, pending or threatened;
(lv) each material plan or agreement providing for retirement, bonus, stock purchase, profit sharing, stock option, fringe benefit, change of control benefit, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Company for the benefit of any current or former director, officer, employee or consultant of the Company (collectively, the “ Employee Plans ”) has been maintained in all material respects in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans;
(lvi) no union representation exists, no certified association holds bargaining rights respecting the employees of the Company and, to the knowledge of the Company, no association of employees has applied to be certified as the bargaining agent of any of the employees of the Company. The Company is not a party to any collective bargaining agreement, letter of understanding or letter of intent with any certified association or association of employees and no collective bargaining agreement, letter of understanding or letters or intent is currently being negotiated by the Company. No other action has been taken or, to the knowledge of the Company, is contemplated to organize or unionize any employees of the Company. There are no existing or, to the knowledge of the Company, threatened, labour strikes or labour disputes, work stoppages or slowdowns, controversies, material disputes or other labour troubles affecting the Company. The Company is currently in compliance with all Laws, regulations and orders relating to labour and employment, including those related to employment standards practices, workers’ compensation, pay equity, occupational health and safety, human rights and accommodation obligations, employment immigration, employee privacy, language of labour relations (French language requirements) and similar legislation, including payment in full of all amounts owing thereunder. No material labour dispute,
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complaint, grievance or other conflict with the employees of the Company currently exists, or to the knowledge of the Company is threatened or pending. There are no pending claims or outstanding orders against the Company under applicable workers’ compensation legislation, occupational health and safety or similar legislation, nor has any similar event occurred, which would reasonably be expected to give rise to any Material Adverse Effect in respect of the Company;

(lvii) there are no actual complaints, made by employees, former employees or independent contractors, or to the Company’s knowledge, threatened complaints against the Company before any employment standards commission or tribunal or human rights commission or tribunal, nor, to the knowledge of the Company, has there been any occurrence which would reasonably be expected to lead to a complaint under any human rights legislation or employment standards legislation or civil law principle, in each case, that would have a Material Adverse Effect in respect of the Company. There are no outstanding decisions or settlements or pending settlements under applicable employment standards or human rights Laws which place any material obligation upon the Company to do or refrain from doing any act;
(lviii) the Company maintains insurance against such losses, risks and damages to its properties and assets in such amounts that are customary for the business in which it is engaged and on a basis consistent with reasonably prudent persons in comparable businesses, and all of the policies in respect of such insurance coverage are in good standing, in full force and effect in all material respects and not in material default. The Company is in compliance with the terms of such policies and instruments in all material respects and there are no material claims by the Company under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. The Company has no reason to believe that it will not be able to renew such existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect in respect of the Company;
(lix) the minute books and corporate records of the Company for the period from incorporation to the date hereof made available to the Agents and Agents’ counsel are complete in all respects, contain copies of all proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders and the directors (or any committee thereof) or members and managers, as applicable, thereof and there have been no other meetings, resolutions or proceedings of the shareholders, directors, members or managers, as applicable, of the Company to the date hereof not reflected in such records;
(lx) all information which has been prepared by the Company relating to the Company and its business, properties and liabilities and made available to the Agents was, as of the date of such information, true and correct in all material respects, taken as a whole, (excluding any future-oriented financial information or such information which is forward-looking or relates to projections or forecasts) and no material
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fact(s) known to the Company have been omitted therefrom which are necessary to make such information not misleading in light of the circumstances under which it was made available;

(lxi)as of the date of the Corporate Presentation, the information and statements set forth in the Corporate Presentation are, taken as a whole, true and correct in all material respects (excluding any future-oriented financial information or information or statements which are forward-looking or relate to projections or forecasts) and do not contain a misrepresentation;
(lxii) all forward-looking information and statements of the Company contained in the Corporate Presentation, including any forecasts, projections and estimates, futureoriented financial information, expressions of opinion, intention and expectation, subject to any qualifications contained therein, as at the time they were made, were based on or derived from sources which the Company believes to be reliable and accurate, were made based on assumptions that the Company believed were reasonable in the circumstances and were identified as such in compliance with applicable Securities Laws;
(lxiii) the statistical, industry and market related data included, or incorporated by reference, in the Corporate Presentation are derived from sources which the Company reasonably believes to be accurate, reasonable and reliable and the Company has no reason to believe that such data is inconsistent with the sources from which it was derived;
(lxiv) the Company has not withheld, and will not withhold from the Agents prior to the Closing Time, any material fact relating to the Company, the Offering or the Business Combination;
(lxv) the operations of the Company are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Authority (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or Governmental Authority or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened;
(lxvi) other than the payment of $120,000 to York Plains Investment Corp., issuance of 3,497,547 pre-Tribe Consolidation Common Shares to TY & Sons Investments Inc. for administrative fees and issuance of 1,400,000 pre-Tribe Consolidation Common Shares to Bayview Equities Ltd. for administrative fees, there is no person acting or purporting to act at the request or on behalf of the Company that is entitled to any brokerage or finder’s fee or other compensation in connection with the transactions contemplated by this Agreement, except the Agents, and except as
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disclosed in writing to the Agents, no person shall be entitled to any other amount in connection with the transactions contemplated by this Agreement; and

(lxvii) as of the date hereof, no closure or suspension to the operations currently in effect or previously mandated by a Governmental Authority or otherwise implemented by the Company as a result of the novel coronavirus disease (COVID-19) outbreak (the “ COVID-19 Outbreak ”) has had a Material Adverse Effect on the Company.

For purposes of this Paragraph 5(a), reference to the Company shall include its wholly owned subsidiary, Tribe Management Inc., and the successors and assigns of all of the foregoing persons.

(b) Representations and Warranties of Cherry. Cherry represents and warrants to the Agents and the Purchasers (and acknowledges that each of them is relying upon such representations and warranties in connection with the completion of the Offering and that such representations and warranties have been incorporated by reference in the Subscription Agreements for the benefit of the Purchasers), that:
(i) Cherry is a corporation duly incorporated, continued or amalgamated and validly existing under the Laws of the jurisdiction in which it was incorporated, continued or amalgamated, as the case may be, and has all requisite corporate power and authority and is duly qualified and holds all Permits, licenses and authorizations required to carry on its business as now conducted, to own, lease or operate its properties and assets and to carry out its obligations under the material agreements to which it is a party, and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution, liquidation or winding up;
(ii) except for Cherry Subco, which was incorporated for the sole purpose of effecting the Business Combination, Cherry has no direct or indirect subsidiary or any investment or proposed investment in any person or any agreement, option or commitment to acquire any such investment and Cherry is the registered and beneficial owner of 100% of the issued and outstanding shares of Cherry Subco;
(iii) no person has any written or oral agreement, option or warrant or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming such for the purchase or acquisition of any securities of Cherry, other than the options to purchase 305,000 pre-Cherry Consolidation Cherry Common Shares held by management of Cherry and pursuant to the Business Combination;
(iv) Cherry is a reporting issuer in each of the provinces of Ontario, British Columbia and Alberta and is not in default of the requirements of the Securities Laws in such jurisdictions;
(v) the authorized capital of Cherry consists of an unlimited number of common shares without par value, of which, as at the date hereof, 3,050,000 pre-Cherry Consolidation Cherry Common Shares are issued and outstanding as fully paid and non-assessable shares in the capital of Cherry;
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(vi) the minute books and records of Cherry from the date of incorporation to the date hereof, which Cherry has made available to the Agents and Agents’ counsel in connection with their due diligence investigation of Cherry, are complete contain copies of all proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders and the directors (or any committee thereof), as applicable, thereof and there have been no other meetings, resolutions or proceedings of the shareholders, directors, members or managers, as applicable, of Cherry to the date hereof not reflected in such records;
(vii) Cherry has all requisite corporate power, authority and capacity to enter into this Agreement, the Subscription Receipt Agreement and the Definitive Agreement and to perform the transactions contemplated herein and therein, including to issue the Resulting Issuer Shares and the issue and sale of the Compensation Option Shares, in so far as the Compensation Option Shares relate to Resulting Issuer Shares, as applicable and to perform its obligations hereunder and thereunder;
(viii) all information which has been prepared by Cherry relating to Cherry and its business and liabilities and made available to the Agents was, as of the date of such information and is as of the date hereof, true and correct in all material respects, taken as a whole, and no fact or facts known to Cherry have been omitted therefrom which would make such information misleading;
(ix) Cherry has filed all forms, reports, documents and information required to be filed by it, whether pursuant to Securities Laws or otherwise, with the applicable Securities Regulators (the “ Cherry Disclosure Documents ”) except where the failure to so file would not have a Material Adverse Effect in respect of Cherry, and Cherry does not have any confidential filings with any applicable Securities Regulators. As of the time the Cherry Disclosure Documents were filed with the applicable Securities Regulators and on SEDAR (System for Electronic Document Analysis and Retrieval) (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (A) each of the Cherry Disclosure Documents complied with the requirements of the Securities Laws in the jurisdictions they were filed; and (B) none of the Cherry Disclosure Documents contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;
(x) each of the execution and delivery of this Agreement, the Subscription Receipt Agreement and the Definitive Agreement and the closing of the Business Combination, the performance by Cherry of its obligations hereunder or thereunder, the issuance of the Resulting Issuer Shares issuable upon the exchange of the Tribe Shares upon the completion of the Business Combination and upon exercise of the Compensation Options in so far as the Compensation Option Shares relate to Resulting Issuer Shares, and, subject to receipt of the approvals referenced in Subsection 5(b)(xvi) hereto, the consummation of the transactions contemplated in this Agreement, the Subscription Receipt Agreement and the Definitive Agreement, including the Business Combination, do not and will not conflict with
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or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (whether after notice or lapse of time or both), (A) any Law, statute, rule or regulation applicable to Cherry, including Securities Laws; (B) the constating documents, by-laws or resolutions of Cherry which are in effect at the date hereof and the date of the closing of the Business Combination; (C) any material agreement of Cherry; or (D) any judgment, decree or order binding Cherry or its assets and properties;

(xi) at the Closing Time, each of this Agreement and the Subscription Receipt Agreement shall have been duly authorized, executed and delivered by Cherry and upon such execution and delivery each shall constitute a valid and binding obligation of Cherry and each will be enforceable against Cherry in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable Law;
(xii) Cherry: (A) with the exception of failing to meet the requirement to call and hold annual shareholder meetings pursuant to the provisions of the OBCA, is and at all times has been in compliance with all applicable Laws except where such failure to comply would not have a Material Adverse Effect in respect of Cherry; (B) has not received any correspondence or notice from any Governmental Authority alleging or asserting material noncompliance with any applicable Laws; (C) has not received notice of any pending or threatened claim, suit, proceeding, charge, hearing, enforcement, audit, investigation, arbitration or other action from any Governmental Authority or third party alleging that any operation or activity of Cherry or any of its directors and/or officers is in violation of any applicable Laws and has no knowledge or reason to believe that any such Governmental Authority or third party is considering or would have reasonable grounds to consider any such claim, suit, proceeding, charge, hearing, enforcement, audit, investigation, arbitration or other action; and (D) has, or has had on its behalf, filed, declared, obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any applicable Laws and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were materially complete and correct on the date filed (or were corrected or supplemented by a subsequent submission);
(xiii) there are no actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding or, to Cherry’s knowledge, pending or threatened against or affecting Cherry at Law or in equity or before or by any commission, board, bureau or agency of any kind whatsoever and, to the knowledge of Cherry, there is no basis therefor and Cherry is not subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any Governmental Authority;
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(xiv) Cherry is not a party to any material agreement other than the LOI and the Subscription Receipt Agreement;
(xv) the Cherry Financial Statements have been prepared in accordance with IFRS and present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise, revenues and expenses as required by IFRS) of Cherry as at such date and the results of its operations and its cash flows for the period then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of Cherry in accordance with IFRS and, unless disclosed in the Cherry Financial Statements, there has been no change in accounting policies or practices of Cherry since incorporation;
(xvi) except for the written consent of the TSX-V and the approval of the shareholders of Cherry for the Cherry Consolidation and the name change under the Business Combination pursuant to the Definitive Agreement, there are no third party consents required to be obtained in order for Cherry to complete the Business Combination;
(xvii) upon the completion of the Business Combination, all filings as may be required under securities Laws necessary for the execution and delivery of the Definitive Agreement, and the consummation of the Business Combination will have been made or obtained, as applicable, other than any post-Closing filings required to be submitted within the applicable time frame pursuant to applicable securities Laws and other customary post-Closing filings and the approval of the TSX-V;
(xviii) the Cherry Common Shares are currently listed on the TSX-V and on no other stock exchange, and the Cherry Common Shares are currently halted from trading pending completion of the Business Combination;
(xix) all Taxes due and payable by Cherry have been paid. All tax returns, declarations, remittances and filings required to be filed by Cherry have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. No examination of any tax return of Cherry is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes;
(xx) aside from the escrow agreement entered into pursuant to the policies of the TSXV, there are no securityholders’ agreements to which Cherry is a party, and to the knowledge of Cherry there are no pooling agreements, voting trusts or other similar agreements with respect to the ownership or voting of any of the securities of Cherry;
(xxi) other than York Plains Investment Corp., which is entitled to a payment of $120,000, there is no person acting or purporting to act at the request or on behalf
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of Cherry that is entitled to any brokerage or finder’s fee or other compensation in connection with the transactions contemplated by this Agreement; and

(xxii) none of Cherry, any predecessor of Cherry, any affiliate of Cherry, nor any director, executive officer or other officer of Cherry, nor any beneficial owner of 20% or more of Cherry’s outstanding securities is subject to any of the “bad actor” disqualification event described in Rule 506(d)(1)(i) to (viii) under the U.S. Securities Act, other than any such disqualification event that is covered by Rule 506(d)(2) or (d)(3) under the U.S. Securities Act.
(c) Representations, Warranties and Covenants of the Agents. Each of the Agents hereby jointly (and not solidarily, nor jointly and severally) represents, warrants and covenants to the Company and Cherry and acknowledges that the Company and Cherry are relying upon such representations, warranties and covenants, that:
(i) the Agent is a validly organized corporation or limited partnership, as the case may be, and has good and sufficient right and authority to enter into this Agreement and to complete the transactions contemplated in this Agreement and any other documents in connection with the Offering to which it is a party;
(ii) in respect of the offer and sale of the Subscription Receipts, the Agent has complied and will comply with all Securities Laws and the terms of this Agreement in all material respects;
(iii) the Agent and its representatives have not engaged in or authorized, and will not engage in or authorize, any form of General Solicitation or General Advertising in connection with or in respect of the Subscription Receipts in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Subscription Receipts whose attendees have been invited by any General Solicitation or General Advertising;
(iv) the Agent has not and will not solicit offers to purchase or sell the Subscription Receipts so as to require the filing of a prospectus, registration statement or offering memorandum with respect thereto or the provision of a contractual right of action under the laws of any jurisdiction or result in the Company becoming subject to continuous disclosure filing obligations in any jurisdictions;
(v) the Agent will obtain from each Purchaser an executed Subscription Agreement and will use its commercially reasonable efforts to obtain all other applicable forms, reports, undertakings and documentation required under the Securities Laws or required by the Company, acting reasonably; and
(vi) the Agent is duly registered as a dealer pursuant to the provisions of the Securities Laws, is a member in good standing of the Investment Industry Regulatory Organization of Canada, and is duly registered or licensed as a dealer in those jurisdictions in Canada in which it is required to be so registered or licensed in order to perform the services contemplated by this Agreement, or if or where not so
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registered or licensed, the Agent will act only through members of a selling group who are so registered or licensed.

6. Closing Deliveries. The issuance and sale of the Subscription Receipts shall be completed at the Closing Time at the offices of Cassels Brock & Blackwell LLP, Vancouver, British Columbia, counsel to the Company, or at such other place as the Lead Agent, on behalf of the Agents and the Company may agree upon in writing. At the Closing Time, the Company shall cause the Subscription Receipt Agent to deliver to the Agents the Subscription Receipts in electronic and/or certificated form, as directed by Stifel GMP (on its own behalf and for and on behalf of the Agents) and shall deliver to the Agents the Compensation Options, against payment by (i) the Agents to the Subscription Receipt Agent in lawful money of Canada wire transfer of the proceeds from the sale of Subscription Receipts less the Agents’ Closing Compensation and the costs and expenses of the Agents incurred up to Closing (including legal expenses); and (ii) the Company to the Subscription Receipt Agent in lawful money of Canada wire transfer of the proceeds from the sale of Subscription Receipts to President’s List Purchasers, as applicable.

7. Closing Conditions. Each Purchaser’s obligation to purchase the Subscription Receipts shall be conditional upon the fulfilment at or before the Closing Time of the following conditions:

(a) the board of directors of the Company shall have authorized and approved (i) the execution and delivery of this Agreement, the Compensation Option Certificates, the Subscription Receipt Agreement, and the acceptance of the Subscription Agreements, (ii) the creation, issuance, sale and delivery of the Subscription Receipts, (iii) the creation and grant of the Compensation Options, and (iv) the allotment, issuance and delivery of the Tribe Shares issuable upon the exchange of the Subscription Receipts and the Compensation Option Shares, in so far as the Compensation Option Shares relate to Tribe Shares, issuable upon the due exercise of the Compensation Options and all matters relating thereto;
(b) the board of directors of Cherry shall have authorized and approved (i) the execution and delivery of this Agreement and (ii) the allotment and reservation for issuance and delivery of the Resulting Issuer Shares issuable upon the exchange of the Tribe Shares and all matters relating thereto;
(c) the Agents shall have received at the Closing Time certificates dated the Closing Date, signed by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company, addressed to the Agents with respect to (i) the articles and by-laws of the Company, (ii) all resolutions of the Company’s board of directors relating to this Agreement and the transactions contemplated hereby, (iii) the incumbency and specimen signatures of signing officers in the form of a certificate of incumbency, and (iv) such other matters as the Agents may reasonably request;
(d) the Subscription Receipt Agent shall have been duly appointed as the subscription receipt agent under the Subscription Receipt Agreement;
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(e) all requisite approvals have been obtained by the Company as required to be obtained by the Company in order to complete the Offering;
(f) the Company shall have granted, the Compensation Options to the Agents;
(g) the Company shall have paid all reasonable expenses and disbursements of the Agents (including all applicable taxes and legal expenses) in connection with the Offering as of the Closing Time, as set forth in Section 10 hereof;
(h) the Agents shall have received legal opinions in respect of certain corporate, securities law matters, addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents’ counsel, acting reasonably, dated the Closing Date, from Cassels Brock & Blackwell LLP, counsel to the Company, and where appropriate as it relates to certain additional matters, including securities laws matters, counsel in the other Selling Jurisdictions, as it relates to the enforceability of, inter alia , this Agreement, the Subscription Agreements, the Compensation Option Certificates, the Subscription Receipt Agreement and securities laws matters which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Company, with respect to the following matters:
(i) as to the incorporation and valid existence of the Company and its subsidiaries under the laws of British Columbia and as to the corporate power of the Company to carry out its obligations under this Agreement, the Subscription Agreements, the Compensation Option Certificates and the Subscription Receipt Agreement and to create, issue, sell and grant the Tribe Shares, the Subscription Receipts, the Compensation Options and the Compensation Option Shares, in so far as the Compensation Option Shares relate to Tribe Shares;
(ii) as to the authorized and issued capital of the Company and Tribe Management Inc.;
(iii) that each of the Company and Tribe Management Inc. have all requisite corporate power and authority to carry on its business as presently carried on and to own or lease its properties and assets;
(iv) that none of the execution and delivery of this Agreement, the Subscription Agreements, the Compensation Option Certificates or the Subscription Receipt Agreement, the performance by the Company of its obligations hereunder and thereunder, or the creation, issuance, grant, sale or authorization of transfer, as the case may be, of the Subscription Receipts or the Tribe Shares, the Compensation Options or the Compensation Option Shares, in so far as the Compensation Option Shares relate to Tribe Shares, will conflict with or result in any breach of the constating documents or bylaws of the Company or the resolutions of the directors and shareholders of the Company;
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(v) that each of this Agreement, the Subscription Agreements, the Compensation Option Certificates and the Subscription Receipt Agreement has been duly authorized and executed and delivered by the Company, and constitutes a valid and legally binding obligation of the Company enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity and contribution may be limited by applicable law. Such opinions may also include qualifications and limitations customary for transactions of this nature;
(vi) that the Subscription Receipts have been duly and validly created and are issued as fully paid and non-assessable securities of the Company;
(vii) that the Tribe Shares have been duly and validly authorized and allotted for issuance to the Purchasers and, upon the exchange of the Subscription Receipts in accordance with the provisions of the Subscription Receipt Agreement, will be duly and validly issued as fully paid and non-assessable Common Shares;
(viii) that the Compensation Options have been duly and validly created, granted and authorized that the Compensation Options have the attributes corresponding to the description set forth in the Compensation Option Certificates;
(ix) that the Common Shares issuable upon the exercise of the Compensation Options have been validly reserved for issuance and, upon the exercise of the Compensation Options in accordance with the provisions of the Compensation Option Certificates, will be duly and validly issued as fully paid and non-assessable Common Shares;
(x) that the issuance and sale by the Company of the Subscription Receipts to the Purchasers in the Selling Jurisdictions and the grant by the Company of the Compensation Options to the Agents are exempt from the prospectus requirements of applicable Securities Laws and no documents are required to be filed (other than specified post-closing forms pursuant to NI 45-106 accompanied by requisite filing fees), proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Securities Laws to permit such issuance, sale and grant;
(xi) that the issuance of the Tribe Shares upon the exchange of the Subscription Receipts in accordance with the provisions of the Subscription Receipt Agreement will be exempt from the prospectus requirements of applicable Canadian Securities Laws and no documents will be required to be filed, proceedings taken or approvals, permits, consents or authorizations
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obtained under the applicable Canadian Securities Laws to permit such issuance;

(xii) that no other documents will be required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Canadian Securities Laws in connection with the first trade of the Subscription Receipts and the Tribe Shares in the Selling Jurisdictions, provided that the Subscription Receipts have been held for a period of four months following the later of (a) the Closing Date, and (b) the date the Company became a reporting issuer in any province or territory of Canada, subject to the usual qualifications;
(xiii) that TSX Trust Company has been duly and validly appointed as the Subscription Receipt Agent; and
(xiv) as to such other matters as the Agents’ legal counsel may reasonably request prior to the Closing Time;
(i) if any Subscription Receipts are being sold in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person pursuant to this Agreement and Schedule “A” hereto, the Agents shall have received an opinion from Dorsey & Whitney LLP, special U.S. legal counsel to the Company, in form and substance reasonably satisfactory to the Agents, to the effect that (i) registration under the U.S. Securities Act is not required in connection with the offer and sale of the Subscription Receipts, and (ii) provided no compensation is paid to solicit such exchange, registration under the U.S. Securities Act is not required for the Tribe Shares issued upon conversion of the Subscription Receipts, provided that such offers and sales are made in compliance with Schedule “A” to this Agreement and provided further that it being understood that no opinion is expressed as to any subsequent resale of any Subscription Receipts or Tribe Shares;
(j) the Agents shall have received a certificate of status (or the equivalent) with respect to the Company and Tribe Management Inc.;
(k) the Subscription Agreements shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Agents and their counsel, acting reasonably;
(l) the Lock-Up Agreements, in substantially the form attached hereto as Schedule “E”, shall have been executed and delivered to the Agents by the Significant Shareholders, senior officers and the directors of the Company and their respective associates, as applicable; and
(m) the Agents shall, in their sole discretion, and acting reasonably, be satisfied with their due diligence review with respect to the respective business, operations, assets, liabilities, financial condition, affairs and prospects and market conditions of the Company and Cherry.
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8. Business Combination Opinions. On the Escrow Release Date, the Company shall cause the Agents to receive legal opinions in respect of corporate and securities law matters (the “ Business Combination Opinions ”), addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents’ counsel, acting reasonably, dated the Escrow Release Date, from Cassels Brock & Blackwell LLP, counsel to the Company, and where appropriate, counsel in the other Selling Jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Company, with respect to the following matters:

(a) as to the incorporation and existence of the Company and Tribe Management Inc. under the laws of British Columbia;
(b) as to the authorized and issued capital of the Company and Tribe Management Inc.;
(c) as to the appointment of a transfer agent for the Resulting Issuer Shares;
(d) that the issuance of the Resulting Issuer Shares upon the exchange of the Tribe Shares in accordance with the provisions of the Definitive Agreement will be exempt from the prospectus requirements of applicable Canadian Securities Laws and no documents will be required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Canadian Securities Laws to permit such issuance;
(e) that the issuance and sale of the Compensation Option Shares upon the due exercise of the Compensation Options will be exempt from the prospectus requirements of applicable Canadian Securities Laws and no documents will be required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Canadian Securities Laws to permit such issuance;
(f) that no other documents will be required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Canadian Securities Laws in connection with the first trade of the Resulting Issuer Shares in the Selling Jurisdictions, provided that the Resulting Issuer (including its predecessor, Cherry) is and has been a reporting issuer in any province or territory of Canada for the four months immediately preceding the trade, subject to the usual qualifications;
(g) that no other documents will be required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Canadian Securities Laws in connection with the first trade of the Compensation Option Shares, as applicable, provided that the Compensation Option Shares, as applicable, have been held for a period of four months following the later of (a) the Closing Date, and (b) the date the Resulting Issuer became a reporting issuer in any province or territory of Canada, subject to the usual qualifications;
(h) that the Resulting Issuer Shares will, as of the Escrow Release Date, be “qualified investments” under the Tax Act and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds,
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registered education savings plans, registered disability savings plans, deferred profit sharing plans and tax free savings accounts; and

(i) as to such other matters as the Agents legal counsel may reasonably request prior to the Closing Time.

9. Rights of Termination.

The Agents (or any of them) will be entitled, at their option, to terminate and cancel their obligations hereunder, by giving written notice to the Company at any time prior to the Closing Time as follows:

(a) Regulatory/Litigation Out. If any inquiry, action, suit, proceeding or investigation, whether formal or informal, is commenced, announced or threatened or any order is made by any Governmental Authority including the TSX-V or any Securities Regulator, against the Company or Cherry or any subsidiary or any of the Company’s or any of its subsidiaries’ or Cherry’s officers or directors, where wrong-doing is alleged or involves a finding of wrong-doing which, in the reasonable opinion of the Agents (or any one of them), has Material Adverse Effect or could reasonably be expected to have a Material Adverse Effect, the Agents (or any one of them) shall be entitled, at their sole option, and in accordance with Section 9(g) hereof, to terminate their obligations under this Agreement (and the obligations of the Purchasers arranged by them to purchase the Subscription Receipts) by written notice to that effect given to the Company any time prior to the Closing Time.
(b) Disaster Out. In the event that prior to the Closing Time, there should develop, occur or come into effect or existence any event, action, state, condition (including catastrophe, war, act of terrorism or the COVID-19 Outbreak only to the extent that there are material adverse developments related thereto after the date hereof) or major financial occurrence of national or international consequence, or a new or change in any governmental law or regulation, which, in the reasonable opinion of the Agents (or any one of them), could reasonably be expected to have a Material Adverse Effect or involves, or will materially adversely affect or involve, the financial markets or the business, affairs or operations of the Company or its subsidiary, the Agents (or any one of them) shall be entitled at their sole option, in accordance with Section 9(g) hereof, to terminate their obligations under this Agreement (and the obligations of the Purchasers arranged by them to purchase the Subscription Receipts) by written notice to that effect given to the Company prior to the Closing Time.
(c) Material Adverse Change. In the event that prior to the Closing Time, there shall have occurred any material change or a change in any material fact or a new material fact shall arise or the Agents shall discover any previously undisclosed material information or fact that, in the reasonable opinion of the Agents (or any one of them), has or could be expected to have a Material Adverse Effect, or on the market price or value of the securities of the Company or Cherry, the Agents (or
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any one of them) shall be entitled, at their sole option, in accordance with Section 9(g) hereof, to terminate their obligations under this Agreement (and the obligations of the Purchasers arranged by them to purchase the Subscription Receipts) by written notice to that effect given to the Company prior to the Closing Time.

(d) Market Out. If the state of the financial markets, whether national or international, is such that, in the reasonable opinion of the Agents (or any one of them), it would be impractical or unprofitable to offer or continue to offer the Subscription Receipts for sale;
(e) Non-Compliance with Conditions. If the Company is in breach of any material term, condition or covenant of this Agreement, or the Company or Cherry is in breach of any material representation or warranty given by the Company or Cherry in this Agreement is or becomes false in any material respect and cannot be corrected prior to Closing, the Agents (or any one of them) shall be entitled at their sole option, in accordance with Section 9(g) hereof, to terminate their obligations under this Agreement (and the obligations of the Purchasers arranged by them to purchase the Subscription Receipts) by notice to that effect given to the Company at or prior to the Closing Time. Each of the Agents may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to their respective rights in respect of any other of such terms and conditions or any other or subsequent breach or non-compliance, provided that any such waiver or extension shall be binding upon such Agent only if the same is in writing and signed by it.
(f) Due Diligence. If the Agents (or any of them) are not satisfied, in their sole discretion, with their due diligence review and investigation of the business, properties and affairs of the Company, Cherry or the Resulting Issuer, as applicable, as well as any of their subsidiaries, directors, officers and employees;
(g) Cease Trade Order. In the event that any law or regulation is enacted or changed or any order, action or proceeding is made or threatened by a Securities Regulator or other competent authority, that prevents or restricts trading in or distribution of the securities of the Company, Cherry or the Resulting Issuer in the reasonable opinion of the Agents (or any one of them) materially adversely affects or might reasonably be expected to materially adversely affect the market price or value of the securities of the Company, Cherry or the Resulting Issuer, the Agents (or any one of them) shall be entitled, at their option, in accordance with Section 9(g) hereof, to terminate their obligations under this Agreement (and the obligations of the Purchasers arranged by them to purchase the Subscription Receipts) by written notice to that effect given to the Company prior to the Closing Time.
(h) Exercise of Termination Rights. The rights of termination contained in this Section 9 may be exercised by the Agents and are in addition to any other rights or remedies the Agents may have in respect of any default, act or failure to act or noncompliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination by the Agents, subject
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to Sections 10, 11 and 12, there shall be no further liability on the part of the Agents to the Company or on the part of the Company to the Agents except in respect of any liability which may have arisen or may arise after such termination in respect of acts or omissions prior to such termination.

10. Expenses. Notwithstanding any other provision of this Agreement, whether or not the Offering is completed, the Company will be solely responsible for all reasonable and customary costs and expenses incurred in relation to the Offering and its portion of the Business Combination (including all applicable taxes) including, but not limited to, all third party fees and disbursements, all expenses of or incidental to the creation, issue, sale or distribution of the Subscription Receipts, the Tribe Shares and the Resulting Issuer Shares, all fees and expenses of counsel (including local counsel) to the Company, all fees and expenses of the Agents’ Canadian legal counsel subject to a maximum amount of $150,000, excluding taxes and disbursements, all fees and expenses of the Company’s auditors, all reasonable expenses related to the road shows (including reasonable travel expenses, hotel accommodations and meals), expenses with respect to preparation, printing, delivery and filing of any of the marketing materials, roadshow materials or other documents, any translation costs, and all reasonable expenses incurred by the Agents in connection with the engagement herein. Promptly upon request, the Company shall reimburse the Lead Agent for all costs and expenses reasonably incurred by the Agents in connection with the Offering.

11. Survival of Representations and Warranties. All representations, warranties, covenants and agreements of the Company and Cherry herein contained or contained in any documents submitted pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Agents or the Purchasers with respect thereto, shall continue in full force and effect for the benefit of the Agents and the Purchasers. The representations, warranties, covenants and agreements of the Agents herein contained and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Company with respect thereto, shall continue in full force and effect for the benefit of the Company and Cherry for a period of two years following the Escrow Release Date.

12. Indemnity.

The Company and its affiliated companies, as the case may be (collectively, the “ Indemnitor ”), jointly and severally, hereby, indemnifies, defends and agrees to hold harmless the Agents and their respective affiliates and shareholders, partners, directors, officers, employees and agents (collectively, the “ Indemnified Parties ” and individually, an “ Indemnified Party ”) to the fullest extent permitted by law, against all losses, claims, damages, expenses or liabilities of any nature (other than loss of profit), including the reasonable fees and expenses of their counsel and other reasonable out-of-pocket expenses incurred in investigating and defending any pending or threatened action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the “ Claims ”), to which an Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claims arise out of or are based upon, directly or indirectly, the Agents’ engagement under this Agreement (including, but not limited to: (a) any information or statement contained in any disclosure document prepared in connection with the Offering (except any information or

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statement relating solely to the Agents, or provided by the Agents in writing for inclusion in such document), which at the time and in light of the circumstances in which it was made contains or is alleged to contain a misrepresentation (as such term is defined in the Securities Act (Ontario)); (b) any omission to state in any disclosure document prepared in connection with the Offering any fact required to be stated to make any statement in such document not misleading in light of the circumstances in which it was made; (c) any omission or alleged omission to state, in any certificate of the Company delivered under or pursuant this Agreement, any fact (except facts relating solely to the Agents) required to be stated in such document or necessary to make any statement in such document not misleading in light of the circumstances under which it was made; (d) the non-compliance or alleged non-compliance by the Indemnitor with the requirements of applicable securities laws, regulations or rules; and (e) any order made or investigation or proceeding commenced or threatened by any securities commission or other competent authority based upon any untrue statement, omission or misrepresentation (alleged or otherwise) in disclosure document prepared in connection with the Offering or based on any failure to comply with securities legislation, in either case preventing or restricting the trading in or sale of the Subscription Receipts or the Common Shares)), and including any matter arising prior to the date hereof.

This indemnity shall cease to be available to an Indemnified Party if and to the extent that any losses, Claims, damages, expenses or liabilities are determined (a “ Disqualification Event ”) by a court of competent jurisdiction in a final judicial determination from which no appeal can be made to have directly been caused by or resulted from the gross negligence, any fraudulent act or wilful misconduct of such Indemnified Party, and, in which case, the Indemnified Party shall promptly reimburse: (a) any funds advanced by the Indemnitor to the Indemnified Party pursuant to this indemnity of such losses, Claims, damages, expenses or liabilities; and (b) all reasonably incurred fees and expenses of one United States and one Canadian legal counsel of the Indemnitor that may be incurred in advising with respect to and/or defending any such losses, Claims, damages, expenses or liabilities or determining that a Disqualification Event has occurred.

Promptly after receiving notice of a Claim which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the applicable Indemnified Party will notify the Indemnitor in writing of the particulars thereof, provided that the omission to so notify the Indemnitor shall not relieve the Indemnitor of any liability which they may have to any Indemnified Party except and only to the extent that any such delay in or failure to give notice as herein required materially prejudices the defence of such action, suit, proceeding, claim or investigation or results in any material increase in the liability which the Indemnitor have under this indemnity. Upon receipt of such notice, the Indemnitor shall promptly retain counsel (who shall be reasonably acceptable to the Indemnified Party) to represent the Indemnified Party in such matter, and the Indemnitor shall pay the reasonable fees and disbursements of such counsel relating to such matter. The Indemnified Parties will provide all reasonably necessary assistance, on a commercially reasonable basis, to the Indemnitor in connection with such investigation, defence or contestation.

In any such matter, the Indemnified Party shall have the right to retain other counsel to act on his, her or its behalf, and the Indemnitor shall pay the reasonable fees and disbursements of such other counsel if: (A) the Indemnified Party is advised by counsel that there is an actual or potential conflict in the Indemnitor’s and their respective interests or additional defences are

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available to the Indemnified Party such that representation by the same counsel would be inappropriate; (B) the Indemnitor has not assumed the defence of the claim, action, suit or proceeding within 10 Business Days after receiving notice thereof; or (C) employment of such other counsel has been authorized by the Indemnitor; provided, however, that the Indemnitor shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such action or proceeding.

The Indemnitor agrees that the Indemnified Parties shall not have any liability to the Indemnitor or any person asserting claims on behalf of or in right of the Indemnitor in connection with or as a result of either the Indemnified Parties’ engagement hereunder or any matter referred to in this Agreement, including, without limitation, related services and activities prior to the date of this Agreement, except, in respect of an Indemnified Person, to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Indemnitor were directly caused by or resulted from the gross negligence, any fraudulent act or wilful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or arose from information provided by the Agents in writing to the Indemnitor that was expressly designated by the Agents for any disclosure document prepared in connection with the Offering.

No admission of liability, fault, culpability or failure to act and no settlement of any claim, action, suit or proceeding shall be made without the consent of each Indemnified Party affected, such consent not to be unreasonably withheld, unless such admission or settlement includes an unconditional and full release of the Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The Indemnitor shall not be liable for any settlement of any claim, action, suit or proceeding made without their consent (such consent not to be unreasonably withheld in connection with any settlement involving only the payment of monetary damages).

If the foregoing indemnification is not for any reason available (other than the final determination of the occurrence of a Disqualification Event), the Company agrees to contribute to the amount paid or payable by the Indemnified Party as a result of any losses, claims, damages, liabilities and expenses involved (A) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its affiliates, on the one hand, and any Indemnified Party on the other hand, in connection with the matters contemplated by the this Agreement or (B) if (but only if and to the extent) the allocation provided for in clause (A) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (A) but also the relative fault of the Indemnitor and its affiliates, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Indemnitor and its affiliates, on the one hand, and the party entitled to contribution, on the other hand, in connection with the matters contemplated by the this Agreement shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Indemnitor or its affiliates, as

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the case may be, as a result of or in connection with the matters (whether or not consummated) for which any Indemnified Party has been retained to perform services bears to the fees paid to any Indemnified Party under the this Agreement; provided that, in no event shall the Company contribute less than the amount necessary to assure that any Indemnified Party is not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by any Indemnified Party pursuant to the this Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees, agents, or representatives), on the one hand, or by any Indemnified Party on the other hand. The contribution provisions contained in this paragraph shall cease to be available to an Indemnified Party and shall not apply if and to the extent that any losses, Claims, damages, expenses or liabilities are determined by a court of competent jurisdiction in a final judicial determination from which no appeal can be made to have resulted directly from the gross negligence, any fraudulent act or wilful misconduct of such Indemnified Party.

For purposes of this Agreement, reference to an Indemnified Party that is an Agent (as defined in this Agreement) shall include each of its affiliates, each other person, if any, controlling the Agent or any of its affiliates, their respective officers, current and former directors, employees and agents, and the successors and assigns of all of the foregoing persons.

The Company and Stifel GMP agree that Stifel GMP shall act as trustee on behalf of all Indemnified Parties hereunder who are not a direct signatory to this this Agreement and that Stifel GMP hold the entitlements and benefits of this Indemnity in trust for each such Indemnified Party.

The foregoing rights of indemnity and contribution shall be in addition to any rights that any Indemnified Party may have at common law or otherwise.

13. Advertisements. The Company acknowledges that the Agents shall have the right, subject always to Sections 2(a) and (c), 3(b) and 5(c)(ii), (iii) and (iv) of this Agreement, at their own expense, to place such advertisement or advertisements relating to the sale of the Subscription Receipts contemplated herein as the Agents may consider desirable or appropriate and as may be permitted by applicable law, including Securities Laws. Each of the Company and the Agents agrees that it will not make or publish any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus requirements of applicable securities legislation in any of the provinces of Canada or other jurisdictions in which the Subscription Receipts shall be offered or sold not being available (it being understood and agreed that no such advertisement or other publication or announcement shall be made in any newspaper, magazine, printed public media, printed media or similar medium, or radio, television or other telecommunication in the United States).

14. Agents’ Compensation.

(a) In consideration of the services to be rendered by the Agents in connection with the Offering, the Company shall pay the Agents a cash commission equal to 6.0% of the gross proceeds of the Offering (other than in respect of the gross proceeds of up to a maximum of $3,000,000 received from the sales of Subscription Receipts to identified investors agreed upon by the Company and

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Stifel GMP (on its own behalf and for and on behalf of the Agents) (the “ President’s List Purchasers ”), for which the Company shall pay the Agents a cash commission equal to 3.5% of the gross proceeds from the issuance and sale of Subscription Receipts to such President’s List Purchasers) (collectively, the “ Cash Commission ”). An amount equal to 50% of the Cash Commission will be paid by the Company to Stifel GMP, on behalf of the Agents, at the Closing Time and the remainder, plus any interest earned thereon, shall be payable in cash upon the satisfaction of the Escrow Release Conditions on or prior to the Escrow Release Deadline and shall be payable out of the Offered Receipts Escrowed Funds.

(b) As additional compensation for the services to be rendered by the Agents in connection with the Offering, the Company shall issue to the Agents on Closing the Compensation Options, exercisable in whole or in part to acquire that number of Compensation Option Shares as is equal to 6.0% of the total number of Subscription Receipts issued and sold pursuant to the Offering (other than in respect of the number of Subscription Receipts issued and sold to President’s List Purchasers, for which the number of Compensation Option Shares shall be equal to 3.5% of the total number of Subscription Receipts issued and sold to members of such list). The Compensation Options shall have the terms and conditions set forth in the form of Compensation Option Certificate attached hereto as Schedule “D”.

15. President’s List Purchasers. Subject to their obligations under Securities Laws, the Agents shall not be required to conduct a suitability review in respect of sales to President’s List Purchasers and the Company shall indemnify and save harmless the Agents from any and all losses or expenses relating to sales to President’s List Purchasers. The Agents may in their sole discretion refuse to process any subscription by a President’s List Purchaser. A list containing the identity of the President’s List Purchasers was provided to the Agents, which includes (i) the name of each President’s List Purchaser, (ii) the number of Subscription Receipts to be purchased and (iii) such information as the Agents may require in order to effect the delivery of the Subscription Receipts and the settlement of the purchase, including the name of the investment dealer being used for settlement purposes, the account number of the purchaser and the name of the investment advisor responsible for the account.

16. Authority of Stifel GMP. All actions which must or may be taken by the Agents in connection with this Agreement, including any agreement, waiver, order, notice (other than a notice pursuant to Section 9 or Section 12 hereof), direction, receipt or other action to be made, given or taken by the Agents hereunder may be made, given or taken by Stifel GMP on its own behalf and for and on behalf of the Agents and the Company shall accept notification of any such actions from, and deliver the Subscription Receipts to be issued pursuant to the Offering to, or to the order of, Stifel GMP. Stifel GMP acknowledges that where practicable to do so it will discuss any action to be taken by it hereunder with the other Agents prior to taking such action, provided that the failure of Stifel GMP to so discuss will not detract from the right of the Company to rely on the action of Stifel GMP in accordance with the provisions of this Section 16. The rights and obligations of the Agents under this Agreement shall be joint and not solidary, nor joint and several.

17. Confidentiality. The Agents shall keep confidential all information obtained by them from the Company and Cherry in connection with the Offering. This confidentiality obligation shall not apply or extend to information now in the public domain, information which

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may subsequently become public, including in connection with the Business Combination, other than through breach by the Agents of their obligations hereunder, information disclosed to the Agents by third parties in respect of which such third parties are not under an obligation of confidentiality to the Company or Cherry, as applicable, or information which is required by law, rule or regulation to be disclosed. The Agents and their respective representatives, including professional consultants, shall be made aware of and be bound by this provision. Notwithstanding anything to the contrary contained in this Agreement, in connection with the Offering, nothing in this Section 17 shall (i) prevent the Agents or any of their respective affiliates from complying with all applicable disclosure laws, rules, regulations and principles in connection with the Offering, (ii) restrict the ability of the Agents to consider information for due diligence purposes or share information with other agents, dealers or other parties participating in, or providing professional advice with respect to, such Offering, (iii) prevent the Agents from retaining documents or other information in connection with their due diligence, or (iv) prevent the Agents from using any documents in investigating or defending themselves against Claims made, or threatened or which the Agents believe may be threatened by purchasers, regulatory authorities or others in connection with the Offering.

18. Rights of First Refusal and Opportunity. Stifel GMP shall have the right of first refusal for a period of 24 months following the Closing (the “ Right of First Opportunity Period ”) to act as lead agent (or co-lead agent), lead underwriter (or co-lead underwriter), or financial advisor on any public or private issue of equity or debt securities by the Company (including the Resulting Issuer) or any subsidiary of the Company (including any subsidiary of the Resulting Issuer) or merger, joint venture (or similar structure), acquisition, amalgamation, business combination, share exchange or similar type of transaction. If the Company receives an offer from a third party, at any time during the Right of First Opportunity Period, in connection with which such third party proposes to serve as financial advisor, lead or co-lead manager or placement agent in connection with a financing, the Company shall disclose in writing the terms upon which such third party (which, for greater certainty, should be identified) has proposed to act in such capacity. The Lead Agent shall be entitled to exercise its right of first opportunity by notifying the Company within 10 Business Days following the Company’s provision of such written notice. For greater certainty, if the Lead Agent receives an offer to act as co-lead agent, underwriter, or financial advisor, as the case may be, the Lead Agent may in its sole discretion determine to assume the lead agent role (and reject a co-lead agency role). If the Lead Agent elects, in its sole discretion, to accept the engagement, then the parties will negotiate in good faith a separate agreement which will be consistent with then-prevailing industry practice, including as to fees and reimbursement of expenses which cannot be less favourable to the Company than the compensation set out by the third party in its proposal to the Company. For greater clarity, the right of first refusal granted to Stifel GMP shall not apply to: (i) issuances of options or shares as a result of exercises pursuant to options granted under any Company stock option plan or shares pursuant to Company employee share purchase plan or other compensation arrangements for directors, officers, employees or consultants of the Company or its subsidiaries; (ii) issuances of shares and/or securities convertible into shares to third parties as consideration for the purchase of the assets or shares of any business or other entity owned by such third party or parties (or any of their affiliates) or in connection with a joint venture or strategic alliance transaction with such third party or parties; (iii) issuances of shares and/or securities convertible into shares to third parties as consideration for the purchase of the assets or shares of any business or other entity owned by such third party or parties (or any of their affiliates) or in connection with a joint venture or strategic alliance transaction with such third

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party or parties, wherein no advisor has been retained; and (iv) borrowing activities of the Company, which for greater certainty, do not include the issuance of convertible debt securities.

19. Notices. Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement shall be in writing addressed as follows:

If to the Company, to it at:

Tribe Property Technologies Inc. 1155 West Pender Street, Suite 419 Vancouver, British Columbia V63 2P4

Attention: Joesph Nakhla, Chief Executive Officer Email: [ personal information, redacted ]

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

Cassel Brock & Blackwell LLP Suite 2200, HSBC Building 885 West Georgia Street Vancouver, British Columbia V6C 3E8

Attention: Sam Cole Email: [ personal information, redacted ]

If to Cherry, to it at:

Cherry Street Capital Inc. Suite 700, 77 King Street West Toronto, Ontario M5K 1G8

Attention: Rudy Cheddie, Chief Executive Officer Email: [ personal information, redacted ]

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

Chitiz Pathak LLP Suite 700, 77 King Street West Toronto, Ontario M5K 1G8

Attention: Paul Pathak Email: [ personal information, redacted ]

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or if to the Agents, to Stifel GMP (on its own behalf and for and on behalf of the Agents):

Stifel Nicolaus Canada Inc. 145 King Street West Suite 300 Toronto, Ontario M5H 1J8

Attention: Alex Lane, Director/ Ruben Sahakyan, Associate Email: [ personal information, redacted ]

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

Minden Gross LLP 145 King Street West Suite 2200 Toronto, Ontario M5H 1G8

Attention: Andrew Elbaz Email: [ personal information, redacted ]

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

Each notice shall be personally delivered to the addressee or sent by email transmission to the addressee and (i) a notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice which is sent by email transmission shall be deemed to be given and received, if sent at or prior to 5:00 p.m. (Toronto time) of a Business Day, on that day, and if sent after 5:00 p.m. (Toronto time) on a Business Day, on the first Business Day following the day on which it is sent.

20. Time of the Essence. Time shall, in all respects, be of the essence hereof.

21. Canadian Dollars. All references herein to dollar amounts are to lawful money of Canada.

22. Headings. The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.

23. Singular and Plural, etc. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

24. Entire Agreement. This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations

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and understandings, including the Engagement Letter, with the exception of Section 8 thereof, which shall survive in full for the period provided therein. This Agreement may be amended or modified in any respect by written instrument only.

25. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

26. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and the parties hereto irrevocably attorn to the jurisdictions of the courts of the Province of Ontario.

27. Language. The parties hereto have expressly requested that this Agreement and any notice or other document in connection therewith be prepared in the English language. Les parties ont demandé spécifiquement que cette convention ainsi que tous les avis et autres documents y afférents soient rédigés en anglais.

28. Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company, the Agents and the Purchasers and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein or in the Subscription Agreements, this Agreement shall not be assignable by any party without the written consent of the others.

29. Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

30. Effective Date. This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

31. Conflict. The Company acknowledges that the Agents and their affiliates carry on a range of businesses which may include providing brokerage services, investment advisory, research, investment management and custodial services to clients and trading in financial products as agent or principal. It is possible that the Agents and other entities in their respective groups that carry on those businesses may hold long or short positions in securities of companies or other entities, which are or may be involved in the transactions contemplated in this Agreement and effect transactions in those securities for their own account or for the account of their respective clients. The Company agrees and acknowledges that these divisions and entities may hold such positions and effect such transactions in the Company’s securities without regard to the Company’s interests under this Agreement.

32. Fiduciary. The Company hereby acknowledges that the Agents are acting solely as agents in connection with the Offering and are not retained hereunder to advise the Company as to its business, whether to consummate the Offering or as to any use of the proceeds of the Offering. The Company further acknowledges that the Agents are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event

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do the parties intend that the Agents act or be responsible as a fiduciary to the Company, its management, shareholders or creditors or any other person in connection with any activity that the Agents may undertake or have undertaken in furtherance of the Offering, either before or after the date hereof. The Agents hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement, by the Definitive Agreement or any matters leading up to such transactions, and the Company hereby confirm its understanding and agreement to that effect. The Company and the Agents agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agents to the Company regarding such transactions, including any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Agents agree that the Agents are acting as principal and not the fiduciary of the Company and no Agent has assumed, and no Agent will assume, any advisory responsibility in favour of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Agent has advised or is currently advising the Company on other matters).

33. Counterparts and Facsimile and Electronic Copies. This Agreement may be executed in any number of counterparts and by facsimile or other electronic transmission, each of which so executed shall constitute an original and all of which taken together shall form one and the same agreement.

If the Company and Cherry are in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the Agents.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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Yours very truly,

STIFEL NICOLAUS CANADA INC.

Per: /s/ “Alex Lane”

Name: Alex Lane Title: Director, Investment Banking

CANACCORD GENUITY CORP.

Per: /s/ “Jamie Brown”

Name: Jamie Brown Title: Vice Chairman, Managing Director, Investment Banking

HAYWOOD SECURITIES INC.

Per: /s/ “Mathieu Couillard” Name: Mathieu Couillard Title: Managing Director, Investment Banking

RICHARDSON WEALTH LIMITED

Per: /s/ “Nargis Sunderji”

Name: Nargis Sunderji Title: Vice President, Private Client Capital Markets

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The foregoing is hereby accepted on the terms and conditions therein set forth.

DATED this 11[th] day of December, 2020.

TRIBE PROPERTY TECHNOLOGIES INC.

Per: /s/ “Joseph Nakhla” Name: Joseph Nakhla Title: Chief Executive Officer

CHERRY STREET CAPITAL INC.

Per: /s/ “Rudy Cheddie” Name: Rudy Cheddie Title: Chief Executive Officer

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SCHEDULE “A”

COMPLIANCE WITH U.S. SECURITIES LAWS

This is Schedule “A” to the agency agreement (the “ Agency Agreement ”) dated December 11, 2020, among Stifel Nicolaus Canada Inc., Canaccord Genuity Corp., Haywood Securities Inc. and Richardson Wealth Limited (collectively, the “ Agents ” and each, an “ Agent ”), Tribe Property Technologies Inc. (the “ Company ”) and Cherry Street Capital Inc.

Capitalized terms used herein and not defined herein shall have the meaning ascribed thereto in the Agency Agreement to which this schedule is annexed and the following terms shall have the meanings indicated:

“ affiliate ” means an “affiliate” within the meaning of Rule 405 under the U.S. Securities Act;

“ Directed Selling Efforts ” means “directed selling efforts” as that term is defined in Rule 902(c) of Regulation S;

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

“ FINRA ” means the Financial Industry Regulatory Authority, Inc.;

“ Foreign Private Issuer ” means a “foreign private issuer” as that term is defined in Rule 405 under the U.S. Securities Act;

“ Offshore Transaction ” means “offshore transaction” as that term is defined in Rule 902 of Regulation S;

“ Qualified Institutional Buyer ” means a “qualified institutional buyer” as that term is defined in Rule 144A under the U.S. Securities Act that is also a U.S. Accredited Investor;

“ Regulation D ” means Regulation D adopted by the SEC under the U.S. Securities Act;

“ Regulation M ” means Regulation M adopted by the SEC under the U.S. Exchange Act;

“ Regulation S ” means Regulation S adopted by the SEC under the U.S. Securities Act;

“ SEC ” means United States Securities and Exchange Commission;

“ Substantial U.S. Market Interest ” means “substantial U.S. market interest” as that term is defined in Rule 902(j) of Regulation S;

“ U.S. Accredited Investor ” means an “accredited investor” that satisfies one or more of the criteria set forth in Rule 501(a) of Regulation D;

“ U.S. Affiliates ” means United States registered broker-dealer affiliates of the Agents;

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“ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder; and

“ U.S. Purchaser ” means an original purchaser of the Subscription Receipts in the Offering that is (a) a U.S. Person, (b) any person purchasing such Subscription Receipts on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States, (c) any person who receives or received an offer to acquire such Subscription Receipts while in the United States, and (d) any person who was in the United States at the time such person’s buy order was.

A. Representations, Warranties and Covenants of the Agents

Each Agent represents and warrants and covenants, and will cause its U.S. Affiliate to comply with such representations, warranties and covenants, that:

it acknowledges, on behalf of itself and the U.S. Affiliate, that the Subscription Receipts have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. The Subscription Receipts may be offered and sold in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person only pursuant to the exemptions from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable U.S. state securities laws, and the Subscription Receipts may be offered and sold outside the United States only in accordance with Rule 903 of Regulation S. Accordingly, neither the Agent, nor the U.S. Affiliate, nor any persons acting on its or their behalf: (i) have engaged or will engage in any Directed Selling Efforts, General Solicitation or General Advertising; or (ii) except as permitted by this Schedule “A”, have made or will make (x) any offers to sell Subscription Receipts to U.S. Purchasers or (y) any sale of Subscription Receipts unless at the time the purchaser made its buy order therefor, the Agent, the U.S. Affiliate or other person acting on any of their behalf reasonably believed that such U.S. Purchaser was outside the United States and was not a U.S. Person;
it has not entered and will not enter into any contractual arrangement with respect to the distribution of the Subscription Receipts, except with its affiliates or otherwise with the prior written consent of the Company. The Agent shall cause its U.S. Affiliate to agree, for the benefit of the Company, to comply with, and shall ensure that the U.S. Affiliate complies with, the same provisions of this Schedule “A” as apply to the Agent;
all offers and sales of Subscription Receipts in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person made by the Agent have been and shall be made solely through the U.S. Affiliate, which is, and on the dates of such offers and sales was and will be, duly registered as a broker or dealer under Section 15(b) of the U.S. Exchange Act and under the securities laws of all states in which such offer or sale was made (unless exempt from such states’ broker-dealer registration requirements) and a member of, and in good standing with, FINRA, in accordance with all applicable
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United States federal and state securities laws and regulations, including those governing the registration and conduct of brokers and dealers;

that each offeree that is a U.S. Purchaser has been or will be provided with a copy of the same information regarding the Company and the Offering as has been or will be provided by the Agents to offerees and Purchasers of Subscription Receipts in Canada;
any offer, sale or solicitation of an offer to buy Subscription Receipts that has been made or will be made (i) to U.S. Purchasers, was or will be made only to Qualified Institutional Buyers or U.S. Accredited Investors in transactions that are exempt from the registration requirements of the U.S. Securities Act pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable state securities laws, and (ii) to persons outside the United States (other than U.S. Persons) will be made in transactions that are exempt from registration pursuant to Rule 903 of Regulation S;
neither the Agent nor its affiliates, either directly or through a person acting on its or their behalf, have engaged in or will engage in any form of General Solicitation or General Advertising in connection with the offer and sale of the Subscription Receipts in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person or have otherwise engaged or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with the offer and sale of the Subscription Receipts in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person;
immediately prior to offering the Subscription Receipts in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person, the Agent or the U.S. Affiliate had or will have reasonable grounds to believe and did or will believe that such offeree is or was a Qualified Institutional Buyer or a U.S. Accredited Investor, and at the Closing Time, the Agent and the U.S. Affiliate shall have reasonable grounds to believe and shall believe that each U.S. Purchaser is a Qualified Institutional Buyer or a U.S. Accredited Investor;
prior to the completion of any sale of the Subscription Receipts to a U.S. Purchaser, each such U.S. Purchaser will be required by the Agents, acting through the U.S. Affiliate, to execute and deliver a Subscription Agreement in the appropriate form;
at the Closing Time, the Agent, together with the U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit I to this Schedule “A”, relating to the manner of the offer and sale of the Subscription Receipts in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person or will be deemed to have represented that they did not offer or sell Subscription Receipts to U.S. Purchasers;
it will inform, and cause its U.S. Affiliate to inform, each U.S. Purchaser that: (i) the Subscription Receipts, the Tribe Shares and the Resulting Issuer Shares have not been and will not be registered under the U.S. Securities Act or under state securities laws; (ii) the Subscription Receipts, the Tribe Shares and the Resulting Issuer Shares are being sold to
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it without registration under the U.S. Securities Act and in reliance upon exemptions from applicable U.S. state securities laws; (iii) the Subscription Receipts, the Tribe Shares and the Resulting Issuer Shares are “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act and can only be offered, sold, pledged or otherwise transferred, directly or indirectly, to the Company or outside the United States in accordance with applicable exemption under the U.S. Securities Act and in compliance with local laws and regulations; such securities are registered under the U.S. Securities Act and any applicable state securities law, or, to the extent such securities were initially sold to U.S. Accredited Investors, an exemption from such registration is available or such registration is otherwise not required;(iv)for so long as the Subscription Receipts, Tribe Shares and Resulting Issuer Shares constitute “restricted securities”, any U.S. Purchaser that is a Qualified Institutional Buyer must not deposit any of the Subscription Receipts, Tribe Shares and Resulting Issuer Shares into the facilities of the Depository Trust Company, or a successor depository within the United States, or arrange for the registration of any the Subscription Receipts, Tribe Shares and Resulting Issuer Shares with Cede & Co. or any successor thereto; and (v) any U.S. Purchaser that is a Qualified Institutional Buyer must implement appropriate internal controls and procedures to ensure that the Subscription Receipts, Tribe Shares and Resulting Issuer Shares shall be properly identified in its records as “restricted securities” that are subject to the re-sale and transfer restrictions set forth above notwithstanding the absence of a U.S. restrictive legend;

none of it, its U.S. Affiliate or any person acting on its or their behalf will: (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Subscription Receipts for Tribe Shares; and (ii) receive any commission or remuneration, directly or indirectly, for soliciting the exchange of Subscription Receipts for Tribe Shares;
neither the Agent, nor the U.S. Affiliate nor any person acting on its behalf has engaged or will engage in any violation of Regulation M in connection with the Offering;
it is acquiring the Compensation Options as principal for its own account and not for the benefit of any other person. Furthermore, in connection with the issuance of the Compensation Options, it is (i) not a U.S. Person and it is not acquiring the Compensation Options in the United States, or on behalf of a U.S. Person or a person located in the United States, and (ii) the Agency Agreement was executed and delivered outside the United States. It agrees that it will not engage in any Directed Selling Efforts with respect to any Compensation Options; and
with respect to the Subscription Receipts to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the “ Regulation D Securities ”), none of it, its U.S. Affiliates, any of their respective general partners or managing members, any director or executive officer of any of the foregoing, any other officer of any of the foregoing participating in offer and sale of the Regulation D Securities, or any other officer or employee of any of the foregoing that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers of the Regulation D Securities (each, a “ Dealer Covered Person ” and, together, the “ Dealer Covered Persons ”) is subject to any Rule 506 Disqualification Event except for a Rule 506 Disqualification Event (i) covered by
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Rule 506(d)(2) of Regulation D and (ii) a description of which has been furnished in writing to the Corporation prior to the date hereof. Neither it nor its U.S. Affiliate has paid or will pay, nor is it aware of any other person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for solicitation of purchasers of the Regulation D Securities.

B. Representations, Warranties and Covenants of the Company

The Company (and to the extent the below is applicable to it, the Resulting Issuer) represents, warrants, covenants and agrees to and with the Agents that as of the date hereof and the Closing Date:

(a) as of the Closing Date, the Company will be a Foreign Private Issuer and, as of the date hereof, the Company reasonably believed that at the commencement of the Offering there was, and reasonably believes that there is and will be on the Closing Date and on the date of conversion of the Subscription Receipts into Tribe Shares, no Substantial U.S. Market Interest in the Subscription Receipts or the Tribe Shares, as applicable; (b) the Company is not, and following the application of the proceeds of the sale of the Subscription Receipts contemplated hereby will not be, registered or required to be registered as an “investment company” under the United States Investment Company Act of 1940, as amended and the rules and regulations promulgated thereunder; (c) none of the Company, its affiliates or any person acting on their respective behalf (other than the Agents, their affiliates and any person acting on their behalf, as to which the Company makes no representation, warranty, covenant or agreement) has engaged or will engage in any form of General Solicitation or General Advertising; (d) in connection with offers and sales of the Subscription Receipts outside the United States, the Company, its affiliates and any person acting on its or their behalf (other than the Agents, their affiliates and any person acting on their behalf, as to which the Company makes no representation, warranty, covenant or agreement) have complied and will comply with the requirements for an Offshore Transaction; and (e) except with respect to sales of Subscription Receipts made directly by the Company in accordance with this Schedule “A”, and except with respect to offers and sales to certain President’s List Purchasers settling directly with the Company, none of the Company, any of its affiliates, or any person acting on its or their behalf (other than the Agents, their affiliates, and any person acting on their behalf, as to which the Company makes no representation, warranty, covenant or agreement) has made or will make any offer to sell, any solicitation of an offer to buy, or any sale of Subscription Receipts in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person;
none of the Company, its affiliates or any person acting on its or their behalf (other than the Agents, their affiliates and any person acting on their behalf, as to which the Company makes no representation, warranty, covenant or agreement) has engaged or will engage in any Directed Selling Efforts with respect to the Subscription Receipts, or has taken or will take any action that would cause the exemption from the registration requirements of the U.S. Securities Act afforded by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, or the exclusion from such registration requirements afforded by Rule 903 of Regulation S, to be unavailable for offers and sales of the Subscription Receipts pursuant to the Agency Agreement to which this Schedule “A” is attached;
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the Company has not and will not, during the period beginning six months prior to the commencement of the offering of the Subscription Receipts and during the six-month period commencing on the Closing Time, offered or sold, or solicited any offer to buy, any securities of the Company in a manner that would (i) be integrated with the offer and sale of the Subscription Receipts and (ii) reasonably be expected to cause the exemption from the registration requirements of the U.S. Securities Act afforded by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, or the exclusion from such registration requirements afforded by Rule 903 of Regulation S, to become unavailable with respect to the offer and sale of the Subscription Receipts pursuant to the Agency Agreement to which this Schedule “A” is attached;
none of the Company, its affiliates or any person on behalf of any of them (other than the Agents, their affiliates and any person acting on their behalf, as to which the Company makes no representation, warranty, covenant or agreement) has engaged or will engage in any violation of Regulation M in connection with the Offering;
the Company will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable state securities laws, including but not limited to the filing of a notice on Form D with the SEC;
none of the Company or any of its predecessors has had the registration of a class of securities under the U.S. Exchange Act revoked by the SEC pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder;
none of the Company, its affiliates or any person acting on its or their behalf (other than the Agents, their U.S. Affiliates and any persons acting on their behalf, as to which no representation, warranty, covenant or agreement is made) will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Subscription Receipts for Tribe Shares, and (ii) pay or give any commission or other remuneration, directly or indirectly, for soliciting the exchange of Subscription Receipts for Tribe Shares; and
with respect to Regulation D Securities, none of the Company, any of its predecessors, any director, executive officer, or other officer of the Company participating in the offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the U.S. Securities Act but excluding the Agents, their U.S. Affiliates and their respective affiliates or any person acting on its or their behalf, as to whom the Company makes no representation, warranty, acknowledgement, covenant or agreement) connected with the Company in any capacity at the time of sale (each, an “ Issuer Covered Person ” and, together, “ Issuer Covered Persons ”) is subject to a Rule 506 Disqualification Event, except for a Rule 506 Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D. The Company has exercised reasonable care to determine: (i) the identity of each person that is an Issuer Covered Person; and (ii) whether any Issuer Covered Person is subject to a Rule 506 Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D, and has furnished to the Agents a copy of any disclosures provided
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thereunder. The Company has not paid and will not pay, nor is it aware of any person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for solicitation of purchasers of the Subscription Receipts.

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EXHIBIT I to SCHEDULE “A”

AGENT’S CERTIFICATE

In connection with the offer and sale of subscription receipts (the “ Subscription Receipts ”) of Tribe Property Technologies Inc. (the “ Company ”) to one or more U.S. investors, pursuant to the agency agreement dated December 11, 2020 among Stifel Nicolaus Canada Inc., Canaccord Genuity Corp., Haywood Securities Inc. and Richardson Wealth Limited (collectively, the “ Agents ” and each, an “ Agent ”), the Company and Cherry Street Capital Inc. (the “ Agency Agreement ”), the undersigned (the “ U.S. Affiliate ”), does hereby certify that:

the U.S. Affiliate is on the date hereof, and was at the time of each offer and sale of Subscription Receipts made by it, a duly registered broker or dealer under Section 15(b) of the U.S. Exchange Act and under the laws of all applicable states of the United States (unless exempt from such states’ broker-dealer registration requirements) and was at such times and is on the date hereof a member of, and in good standing with, FINRA, and all offers and sales (other than sales of Subscription Receipts directly by the Corporation) of the Subscription Receipts in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person have been effected by the U.S. Affiliate in accordance with all applicable United States federal and state securities laws and regulations, including those governing the registration and conduct of brokers and dealers;
we provided each offeree and each U.S. Purchaser with the same information about the Company and the Offering as has been provided by us to offerees and Purchasers of Subscription Receipts in Canada;
immediately prior to our making any offer to an offeree in the United States or who are, or are acting for the account or benefit of, a person in the United States or a U.S. Person, we had a pre-existing relationship with and reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer or a U.S. Accredited Investor, and we continue to believe on the date hereof that each U.S. Purchaser is a Qualified Institutional Buyer or a U.S. Accredited Investor;
no form of Directed Selling Efforts, General Solicitation or General Advertising was used by us in connection with the offer or sale of the Subscription Receipts in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person;
prior to any sale of Subscription Receipts to a U.S. Purchaser, we caused each such U.S. Purchaser to sign a Subscription Agreement in the appropriate form;
all U.S. Purchasers to whom we offered the Subscription Receipts we informed that the Subscription Receipts, the Tribe Shares and the Resulting Issuer Shares have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such U.S. Purchasers without registration in reliance on available exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws;
neither we, nor any of our affiliates, nor any person acting on our or their behalf (other than the Company, its affiliates and any person acting on their behalf, as to which no
65 -

certification is made) have taken or will take, directly or indirectly, any action in relation of Regulation M in connection with the offer and sale of the Subscription Receipts in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person; and

none of (i) the undersigned, (ii) the undersigned’s general partners or managing members, (iii) any of the undersigned’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the undersigned’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Regulation D Securities (each, a “ Dealer Covered Person ”), is subject to disqualification under Rule 506(d) of Regulation D;
we represent that we not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities;
neither us nor any of our affiliates will solicit the exchange of the Subscription Receipts for the Tribe Shares and will not pay, give or receive any commission or other remuneration, directly or indirectly, for soliciting the exchange of the Subscription Receipts for the Tribe Shares in reliance upon Section 3(a)(9) of the U.S. Securities Act; and
the offering of the Subscription Receipts in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person by us has been conducted in accordance with the terms of the Agency Agreement, including Schedule “A” thereto.

Terms used in this certificate have the meanings given to them in the Agency Agreement, including Schedule “A” thereto, unless otherwise defined herein.

Dated: this __ day of _, 2020.

[NAME OF AGENT]

[NAME OF U.S. AFFILIATE]

By: Name: Title:

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SCHEDULE “B”

LIST OF INTELLECTUAL PROPERTY RIGHTS

[ Intellectual property, redacted ]

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SCHEDULE “C”

LIST OF OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES

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SCHEDULE “D”

FORM OF COMPENSATION OPTION CERTIFICATE

(see attached)

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE LATER OF (I) DECEMBER 11, 2020; AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.

THIS COMPENSATION OPTION CERTIFICATE, AND THE COMPENSATION OPTIONS EVIDENCED HEREBY, WILL BE VOID AND OF NO VALUE UNLESS EXERCISED ON OR BEFORE 5:00 P.M. (EASTERN STANDARD TIME) ON THE EXPIRY DATE (AS HEREINAFTER DEFINED).

TRIBE PROPERTY TECHNOLOGIES INC.

(formerly, Bazinga Technologies Inc.) 1155 West Pender Street, Suite 419, Vancouver, British Columbia V6E 2P4

a corporation incorporated under the laws of British Columbia

NO. CO 2020- 

 COMPENSATION OPTIONS

Each entitling the Holder (as hereinafter defined) to acquire, one (1) common share in the capital of Tribe Property Technologies Inc. (a “ Share ”), as further defined herein, subject to adjustment as set forth herein, in accordance with the terms and conditions set forth herein.

COMPENSATION OPTIONS

THIS IS TO CERTIFY THAT for value received  (the “ Holder ”) is the registered Holder of the number of compensation options (the “ Compensation Options ”) stated above and is entitled, for each whole Compensation Option represented hereby, to purchase one Share (a “ Compensation Share ”) in the capital of Tribe Property Technologies Inc. or its successors and assigns (the “ Corporation ”) for each Compensation Option represented hereby at a price of $5.00 per Compensation Share (the “ Exercise Price ”) at any time and from time to time from the date of issue hereof up to and including 5:00 p.m. (Eastern Standard Time) on that date which is 24 months from: (a) the Escrow Release Date (as such term is defined in the agency agreement entered into among the Corporation, Cherry Street Capital Inc., Stifel Nicolaus Canada Inc., Canaccord Genuity Corp., Haywood Securities Inc. and Richardson Wealth Limited, dated December 11, 2020 (the “ Agency Agreement ”)); or (b) the date on which a Termination Event (as defined in the Agency Agreement) occurs (the “ Expiry Time ”), upon and subject to the terms and conditions contained herein.

The number of Compensation Shares that the Holder is entitled to acquire upon exercise of the Compensation Options and the Exercise Price are subject to adjustment as hereinafter provided.

For purposes of this Compensation Option:

(i) “ $ ” means Canadian dollars; and
(ii) “ Shares ” means the common shares of the Corporation.

The Compensation Options are issued under and pursuant to the Agency Agreement.

TERMS AND CONDITIONS

Manner of Exercise. At any time and from time to time at or prior to the Expiry Time (the “ Exercise Period ”), the Holder may exercise all or any number of whole Compensation Options represented hereby, upon delivering to the Corporation at its corporate office noted on the face page of this Compensation Option

certificate (the “ Compensation Option Certificate ”), a duly completed and executed subscription notice in the form attached hereto as Schedule “A” (the “ Subscription Notice ”) evidencing the election of the Holder to exercise the number of Compensation Options set forth in the Subscription Notice (which shall not be greater than the number of Compensation Options represented by this Compensation Option Certificate as adjusted from time to time pursuant to Sections 6 and 7 of this Compensation Option Certificate) and a certified cheque, money order or bank draft payable to the Corporation for the aggregate Exercise Price of all Compensation Options being exercised. If the Holder is not exercising all Compensation Options represented by this Compensation Option Certificate, the Holder shall be entitled to receive, without charge, an updated grid attached hereto as Schedule “B” that is initialed by the Corporation (an electronic copy of which shall be deemed to be an original), which, in each instance that Compensation Options are exercised, sets out the number of Compensation Options that remain following the number of Compensation Options being exercised.

Issuance of Compensation Shares. The Holder shall be deemed to have become the Holder of record of the Compensation Shares on the date (the “ Exercise Date ”) on which the Corporation has received a duly completed Subscription Notice, delivery of the Compensation Option Certificate and payment of the full aggregate Exercise Price in respect of the Compensation Options being exercised pursuant to such Subscription Notice; provided, however, that if such date is not a business day (being any day other than a Saturday, Sunday or Statutory Holiday in the Province of Ontario) (a “ Business Day ”) then the Compensation Shares shall be deemed to have been issued and the Holder shall be deemed to have become the Holder of record of the Compensation Shares on the next following Business Day. Within five (5) Business Days of the Exercise Date, the Corporation shall issue and deliver (or cause to be delivered) to the Holder, by registered mail or pre-paid courier to the Holder’s address as specified in the register of the Corporation, one or more certificates for the appropriate number of issued and outstanding Compensation Shares. All costs, expenses, transfer taxes and other charges payable in connection with the issue and delivery of the Compensation Shares shall be at the sole expense of the Corporation (other than withholding tax, if any).
Shares to be Reserved. The Corporation will reserve and there shall remain unissued a sufficient number of Shares to satisfy the right of purchase provided for in this Compensation Option Certificate. All Shares which are issued upon exercise of the right of purchase provided in this Compensation Option Certificate, upon payment therefor of the amount at which such Shares may be purchased pursuant to the provisions of this Compensation Option Certificate, shall be and be deemed to be fully paid and non-assessable shares and free from all taxes, liens and charges with respect to the issue thereof. The Corporation represents and warrants that this Compensation Option Certificate is a legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms. The Corporation covenants that it will make all requisite filings under applicable laws in connection with the exercise of the Compensation Options and issue of Compensation Shares.
No Fractional Shares. No fractional Compensation Shares will be issued upon exercise of this Compensation Option and the Holder will not be entitled to any cash payment or other compensation in lieu of a fractional Compensation Share. To the extent that the Holder would otherwise be entitled to purchase a fraction of a Compensation Share, such right may be exercised in combination with other rights which, in the aggregate, entitle the Holder to purchase a whole number of Compensation Shares.
No Right as Shareholder. The holding of a Compensation Option evidenced by this Compensation Option Certificate shall not constitute the Holder a shareholder of the Corporation or entitle the Holder to any right or interest in respect thereof.
Adjustment. The Exercise Price (and the number of Compensation Shares issuable upon exercise) shall be subject to adjustment from time to time in the manner provided as follows:
(a) If during the Exercise Period the Corporation shall:

(i) issue Shares or securities exchangeable for or convertible into Shares to Holders of all or substantially all of its then outstanding Shares by way of stock dividend or other distribution; or
(ii) subdivide, redivide or change its outstanding Shares into a greater number of Shares; or
(iii) consolidate, reduce or combine its outstanding Shares into a lesser number of Shares;

(any of such events in these subparagraphs (i), (ii) and (iii) being a “ Share Reorganization ”), then the Exercise Price shall be adjusted as of the effective date or record date, as the case may be, at which the Holders of Shares are determined for the purpose of the Share Reorganization by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which shall be the number of Shares outstanding on such effective date or record date before giving effect to such Share Reorganization and the denominator of which shall be the number of Shares outstanding as of the effective date or record date after giving effect to such Share Reorganization (including, in the case where securities exchangeable for or convertible into Shares are distributed, the number of Shares that would have been outstanding had such securities been fully exchanged for or converted into Shares on such record date or effective date). From and after any adjustment of the Exercise Price pursuant to this Section 6(a), the number of Compensation Shares purchasable pursuant to this Compensation Option Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Compensation Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

(b) If and whenever during the Exercise Period the Corporation shall fix a record date for the issue or distribution of rights, options or warrants to all or substantially all of the Holders of Shares under which such Holders are entitled, during a period expiring not more than 45 days after the record date for such issue to subscribe for or purchase Shares or securities exchangeable for or convertible into Shares at a price per Share to the Holder (or having a conversion price or exchange price per Share) of less than 95% of the Current Market Price (as defined in Section 7(g) hereof) for the Shares on such record date (any of such events being called a “ Rights Offering ”), then the Exercise Price shall be adjusted effective immediately after the record date for the Rights Offering to a price determined by multiplying the Exercise Price in effect on such record date by a fraction:
(i) the numerator of which shall be the aggregate of:
- (A) the number of Shares outstanding as of the record date for the Rights Offering; and
- (B) a number determined by dividing:
  - I. either (a) the product of the number of Shares offered under the Rights Offering and the price at which such Shares are offered, or (b) the product of the exchange or conversion price per Share of such securities offered and the maximum number of Shares for or into which the securities so offered pursuant to the Rights Offering may be exchanged or converted, as the case may be, by;
  - II. the Current Market Price of the Shares as of the record date for the Rights Offering; and
(ii) the denominator of which shall be the aggregate of the number of Shares outstanding on such record date after giving effect to the Rights Offering and including the number of

Shares offered pursuant to the Rights Offering (including Shares issuable upon exercise of the rights, warrants or options under the Rights Offering or upon the exercise of the exchange or conversion rights contained in such exchangeable or convertible securities under the Rights Offering).

If by the terms of the rights, options, or warrants referred to in this Section 6(b), there is more than one purchase, conversion or exchange price per Share, the aggregate price of the total number of additional Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Share, as the case may be. Any Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this Section 6(b) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants referred to in this Section 6(b), the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.

(c) If and whenever during the Exercise Period the Corporation shall issue or distribute to all or to substantially all of the Holders of the Shares:
(i) shares of the Corporation of any class other than Shares;
(ii) rights, options or warrants to acquire Shares or securities convertible or exchangeable into Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Shares (or securities convertible into or exchangeable for Shares) at a price per Share (or having a conversion or exchange price per Share) less than 95% of the Current Market Price of the Shares on such record date;
(iii) evidences of indebtedness of the Corporation; or
(iv) any cash, property or other assets,

and if such issuance or distribution does not constitute a dividend paid in the ordinary course, a Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “ Special Distribution ”), the Exercise Price shall be adjusted immediately after the record date for the Special Distribution so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction:

(i) the numerator of which shall be the difference between:
(A) the amount obtained by multiplying the number of Shares outstanding on such record date by the Current Market Price of the Shares on such record date, and
(B) the fair value (as determined by the directors of the Corporation) to the Holders of such Shares of such Special Distribution; and
(ii) the denominator of which shall be the total number of Shares outstanding on such record date multiplied by such Current Market Price of the Shares on such record date.

Any Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such Special Distribution is not so made or

any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued. From and after any adjustment of the Exercise Price pursuant to this Section 6(c), the number of Compensation Shares purchasable pursuant to this Compensation Option Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Compensation Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment. To the extent that any adjustment in the Exercise Price occurs pursuant to this Section 6(c) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants referred to in this Section 6(c), the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.

(d) If and whenever during the Exercise Period there shall be a reclassification or redesignation of Shares at any time outstanding or a change of the Shares into other shares or into other securities or any other capital reorganization (other than a Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification or redesignation of the outstanding Shares or a change of the Shares into other securities), or a transfer of all or substantially all of the undertaking or assets of the Corporation to another corporation or other entity (any of such events being herein called a “ Capital Reorganization ”), the Holder, where he has not exercised the right of subscription and purchase under this Compensation Option Certificate prior to the effective date or record date, as the case may be, of such Capital Reorganization, shall, unless subject to any court order in respect of any plan of arrangement or other similar transaction to the contrary, be entitled to receive, and shall accept upon the exercise of such right for the same aggregate consideration, in lieu of the number of Compensation Shares to which such Holder was theretofore entitled upon such exercise, the kind and aggregate number of shares, other securities or other property which such Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, he had been the registered Holder of the number of Compensation Shares to which such Holder was theretofore entitled to subscribe for and purchase; provided however, that no such Capital Reorganization shall be carried into effect unless all necessary steps shall have been taken to so entitle the Holder. If determined appropriate by the board of directors of the Corporation (the “ Board ”), acting reasonably and in good faith, and subject to the prior written approval of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 6 with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Section 6 shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares, other securities or other property thereafter deliverable upon the exercise of any Compensation Option. Any such adjustments shall be made by and set forth in terms and conditions supplemental hereto approved by the Board, acting reasonably and in good faith.
(e) If and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation takes any action affecting its Shares to which the foregoing provisions of this Section 6 , in the opinion of the Board, acting reasonably and in good faith, are not strictly applicable, or if strictly applicable would not fairly adjust the rights of the Holder against dilution in accordance with the intent and purposes thereof, or would otherwise materially affect the rights of the Holder hereunder, then the Corporation shall execute and deliver to the Holder an amendment hereto providing for an adjustment in the application of such provisions so as to adjust such rights as aforesaid in such a manner as the Board may determine to be equitable in the circumstances, acting reasonably and in good faith. The failure of the taking of action by the Board to so provide for any adjustment on or

prior to the effective date of any action or occurrence giving rise to such state of facts will be conclusive evidence that the Board has determined that it is equitable to make no adjustment in the circumstances.

(f) The provisions of this Section 6 shall not apply to the Tribe Consolidation (as such term is defined in the Agency Agreement).
Rules Relating to Adjustment. The following rules and procedures shall be applicable to the adjustments made pursuant to Section 6:
(a) The adjustments provided for in Section 6 are cumulative and shall be made successively whenever an event referred to therein shall occur, and shall, in the case of adjustments to the Exercise Price be computed to the nearest one-tenth of one cent subject to the following paragraphs of this Section 7.
(b) No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment shall be made in the number of Compensation Shares purchasable upon exercise of this Compensation Option unless it would result in a change of at least one one-hundredth of a Compensation Share; provided, however, that any adjustments which, except for the provisions of this Section 7(b) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding Section 6 or Section 7 hereof, no adjustment shall be made which would result in an increase in the Exercise Price or a decrease in the number of Compensation Shares purchasable upon the exercise of this Compensation Option (except in respect of a consolidation of the outstanding Shares).
(c) No adjustment in the Exercise Price or in the number of Shares purchasable upon exercise of the Compensation Options shall be made in respect of any event described in Section 6, other than the events referred to in Sections 6(a)(ii) and (iii), if the Holder is entitled to participate in such event on the same terms, mutatis mutandis, as if it had exercised its Compensation Options prior to or on the effective date or record date, as the case may be, of such event. The terms of the participation of the Holder in such event shall be subject to the prior written approval, if applicable, of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading.
(d) No adjustment in the Exercise Price shall be made pursuant to Section 6 in respect of the issue from time to time:
- (i) of Compensation Shares purchasable on exercise of the Compensation Options represented by this Compensation Option Certificate;
- (ii) of dividends paid in the ordinary course to Holders of Shares who exercise an option or election to receive substantially equivalent dividends in Shares in lieu of receiving a cash dividend pursuant to a dividend reinvestment plan or similar plan adopted by the Corporation in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading and applicable securities laws; or
- (iii) of Shares pursuant to any stock option, stock option plan, stock purchase plan or benefit plan in force at the date hereof for directors, officers, employees, advisers or consultants of the Corporation, as such option or plan is amended or superseded from time to time in accordance with the requirements of the principal Canadian stock exchange or over-thecounter market on which the Shares are then listed or quoted for trading and applicable securities laws, and such other stock option, stock option plan, stock purchase plan or benefit plan as may be adopted by the Corporation in accordance with the requirements of

the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading and applicable securities laws;

and any such issue shall be deemed not to be a Share Reorganization or Capital Reorganization.

(e) If the Corporation shall set a record date to determine the Holders of the Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such shareholders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Compensation Shares purchasable upon exercise of any Compensation Option shall be required by reason of the setting of such record date.
(f) As a condition precedent to the taking of any action which would require any adjustment in any of the subscription rights pursuant to this Compensation Option Certificate, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof, the Corporation shall take any corporate action which may, in the opinion of counsel, be necessary in order that the Corporation have unissued and reserved shares in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder of such Compensation Option Certificate is entitled to receive on the full exercise thereof in accordance with the provisions hereof.
(g) For the purposes of this Compensation Option Certificate, the “ Current Market Price ” of a Share at any date shall be calculated as the price per Share equal to the weighted average price at which the Shares have traded in the principal Canadian stock exchange or, if the Shares are not listed, the over-the-counter market, on which the Shares are then listed or posted for trading during the 20 consecutive trading days (on each of which at least 500 Shares are traded in board lots) ending not more than five (5) trading days immediately prior to such date as reported by such market or exchange in which the Shares are then trading or quoted. If the Shares are not then traded in the over-the-counter market or on a recognized Canadian stock exchange, the Current Market Price of the Shares shall be the fair market value of the Shares as determined in good faith by the Board after consultation with a nationally or internationally recognized and independent investment dealer, investment banker or firm of chartered accountants.
(h) In the absence of a resolution of the Board fixing a record date for any dividend or distribution referred to in Section 6(a)(i) or any Rights Offering or Special Distribution, the Corporation shall be deemed to have fixed as the record date therefor the date on which such dividend, distribution, Rights Offering or Special Distribution is effected.
(i) Any question that at any time or from time to time arises with respect to the amount of any adjustment to the Exercise Price or other adjustments pursuant to Section 6 shall be conclusively determined by the Corporation’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants, and such determination shall be binding upon the Corporation and the Holder, absent manifest error. Notwithstanding the foregoing, such determination shall be subject to the prior written approval of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading. In the event that any such determination is made, the Corporation shall notify the Holder in the manner contemplated in Section 16 describing such determination.
Deemed Amendment. On the happening of each and every such event set out in Section 6, the applicable provisions of this Compensation Option Certificate, including the Exercise Price, shall, ipso facto, be deemed to be amended accordingly and the Corporation shall take all necessary action so as to comply with such provisions as so amended.

Postponement of Subscription. In any case in which Section 6 shall require that an adjustment be effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such an event:
(a) issuing to the Holder of any Compensation Option exercised after such record date and before the occurrence of such event, the additional Compensation Shares purchasable upon such exercise by reason of the adjustment required by such event; and
(b) delivering to such Holder any distributions declared with respect to such additional Compensation Shares after such Exercise Date and before such event;

provided, however, that the Corporation shall deliver or cause to be delivered to such Holder, an appropriate instrument evidencing such Holder’s right, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and/or the number of Compensation Shares purchasable on the exercise of any Compensation Option and to such distributions declared with respect to any additional Compensation Shares purchasable on the exercise of any Compensation Option.

Notice of Adjustment. At least ten (10) Business Days prior to the effective date or record date, as the case may be, of any event which requires or might require adjustment in any of the subscription rights pursuant to this Compensation Option Certificate, including the Exercise Price and the number of Compensation Shares which are purchasable upon the exercise hereof, or such longer period of notice as the Corporation shall be required to provide Holders of Compensation Shares in respect of any such event, the Corporation shall notify the Holder of the particulars of such event and, if determinable, the required adjustment and the computation of such adjustment. In case any adjustment for which such notice has been given is not then determinable, the Corporation shall promptly after such adjustment is determinable notify the Holder of the adjustment and the computation of such adjustment.
Register of Compensation Option Holders. The Corporation shall maintain a register of Holders in which shall be entered the names and addresses of the Holders of the Compensation Options and of the number of Compensation Options held by them. Such register shall be open at all reasonable times for inspection by the Holder. The Corporation shall notify the Holder forthwith of any change of address of the corporate office of the Corporation.
Exchange of Certificate. The registered Holder of this Compensation Option Certificate may at any time up to and including the Expiry Time, upon the surrender hereof to the Corporation at its principal office, exchange this Compensation Option Certificate for one or more Compensation Option Certificates entitling the Holder to subscribe in the aggregate for the same number of Compensation Shares as is expressed in this Compensation Option Certificate. Any Compensation Option Certificate tendered for exchange shall be surrendered to the Corporation and cancelled.
Replacement of Certificate. Upon receipt of satisfactory evidence by the Corporation of the loss, theft, mutilation or destruction of this Compensation Option Certificate, the Corporation shall, on such terms as it may in its discretion acting reasonably impose, issue and deliver to the Holder a new Compensation Option Certificate of like denomination, tenor and date as the Compensation Option Certificate so lost, stolen, mutilated or destroyed.
Transfer. The Compensation Options are transferable in accordance with the restrictions contained herein, including any restrictive legends on this Compensation Option Certificate, and the term “Holder” shall mean and include any successor, transferee or assignee of the current or any future Holder. The Compensation Options may be transferred by the Holder by completing and delivering to the Corporation the transfer form attached hereto as Schedule C.
Not Exercisable in the United States. The Compensation Options and Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or any state securities laws. The Compensation Options may not be exercised in the United States or by, or for the

account or benefit of, any U.S. person or persons in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and all applicable state securities laws. The Compensation Shares may not be offered or sold in the United States unless an exemption or an exclusion from the registration requirements of the U.S. Securities Act and any applicable state securities laws is available and the prior consent of the Corporation is obtained (which will be delivered promptly and will not be unreasonably withheld but which may be conditioned on delivery of a legal opinion in form and substance satisfactory to the Corporation). Terms used in this paragraph have the meanings given to them in Regulation S under the U.S. Securities Act.

Notice. Unless herein otherwise expressly provided, any notice to be given hereunder to the Holder shall be deemed to be validly given if such notice is given by personal delivery or registered mail to the attention of the Holder at its registered address recorded in the registers maintained by the Corporation. Any notice so given shall be deemed to be validly given, if delivered personally, on the day of delivery and if sent by post or other means, on the fifth Business Day following the sending thereof. In determining under any provision hereof the date when notice of any event must be given, the date of giving notice shall be included and the date of the event shall be excluded.
Immunity of Shareholders, etc. The Holder, as part of the consideration for the issue of the Compensation Options, waives and will not have any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past, present or future incorporator, shareholder, director or officer of the Corporation for the issue of shares pursuant to any Compensation Option or any covenant, agreement, representation or warranty by the Corporation herein contained.
Modification of Terms and Conditions for Certain Purposes. From time to time the Corporation may, subject to the provisions hereof, modify the Terms and Conditions hereof, for the purpose of correction or rectification of any ambiguities, defective provisions, errors or omissions herein of a non-substantive nature.
Successors. This Compensation Option Certificate shall enure to the benefit of and shall be binding upon the Holder and the Corporation and their respective successors. For greater certainty, in connection with the Merger, the Corporation shall ensure that certificates representing compensation options to acquire common shares of the Resulting Issuer (as such term is defined in the Agency Agreement) are issued in exchange for the Compensation Options represented by this Compensation Option Certificate, such replacement compensation options to be exercisable on the terms set out herein, mutatis mutandis .
Miscellaneous.
(a) Nothing contained herein shall confer any right upon the Holder hereof or any other person to subscribe for or purchase any shares of the Corporation at any time subsequent to the Expiry Time. After the Expiry Time this Compensation Option Certificate and all rights hereunder shall be void and of no value.
(b) Whenever used in this Compensation Option Certificate, words importing the singular number only shall include the plural and vice versa and words importing gender shall include all genders.
(c) All Compensation Options shall rank pari passu , whatever may be the actual date of the issuance thereof.
(d) This Compensation Option Certificate is binding upon the Corporation and its successors and assigns.
(e) Subject as herein provided, all or any of the rights conferred upon the Holder by the terms hereof may be enforced by the Holder by appropriate legal proceedings.
(f) Time is of the essence hereof.

(g) This Compensation Option Certificate and the Compensation Options represented hereby shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

[Remainder of page left intentionally blank.]

IN WITNESS WHEREOF the Corporation has caused this Compensation Option Certificate to be signed by its duly authorized signing officer.

DATED as of the _ day of _____, 2020.

TRIBE PROPERTY TECHNOLOGIES INC.

By:

Authorized Signing Officer

3560920 | 4111066

SCHEDULE “A”

SUBSCRIPTION NOTICE

TO: TRIBE PROPERTY TECHNOLOGIES INC. (the “ Corporation ”) 1155 West Pender Street, Suite 419 Vancouver, British Columbia V6E 2P4

The undersigned registered Holder of the attached Compensation Option Certificate, hereby:

(a) subscribes for _________ Compensation Shares at a price of CAD$5.00 per Compensation Share (or such adjusted price which may be in effect under the provisions of the Compensation Option Certificate) and in payment of the exercise price encloses a certified cheque, bank draft or money order in lawful money of Canada payable to the order of the Corporation or its successor corporation; and
(b) delivers herewith the above-mentioned Compensation Option Certificate entitling the undersigned to subscribe for the above-mentioned number of Compensation Shares,

in each case in accordance with the terms and conditions set out in the attached Compensation Option Certificate.

The undersigned hereby directs that the Compensation Shares issuable to the undersigned upon exercise of the Compensation Options be registered as follows:

Name(s)

Number of Address(es) in full Compensation Shares

TOTAL:

(Please print full name in which Compensation Share certificates certificates are to be issued. If any of the Compensation Shares are to be issued to a person or persons other than the Holder, the Holder must pay to the Corporation all requisite taxes or other governmental charges.)

As at the time of exercise hereunder, the undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):

(x) the undersigned Holder at the time of exercise of the Compensation Options (i) is not in the United States, (ii) is not a U.S. person, (iii) is not exercising the Compensation Options for the account or benefit of a U.S. person or a person in the United States, (iv) did not execute or deliver this Subscription Notice in the United States, and (v) delivery of the Compensation Shares issuable upon exercise of the Compensation Options will not be to an address in the United States; OR
(y) the undersigned Holder has delivered to the Corporation an opinion of counsel of recognized standing (which will not be sufficient unless it is in form and substance satisfactory to the Corporation) or such other evidence satisfactory to the Corporation to the effect that with respect to the Compensation Shares to be delivered upon exercise of the Compensation Options, the issuance of such securities is exempt from the registration requirements of the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) and any applicable state securities laws.

Note: Certificates representing Compensation Shares will not be registered or delivered to an address in the United States unless box (y) immediately above is checked.

For purposes hereof, the terms “ United States ” and “ U.S. person ” shall have the meanings ascribed to them in Regulation S under the U.S. Securities Act.

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DATED this day of , 20 .

By: ______
Authorized Signatory
______
(Address of Holder)
________
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The certificates will be mailed by registered mail to the address appearing in this Subscription Notice.

SCHEDULE “B”

TRIBE PROPERTY TECHNOLOGIES INC. CO 2020-  GRID FOR 

Date	Compensation Options Available	Compensation Options Exercised	Compensation Options Remaining	Amount Paid	Notations Made By

SCHEDULE “C”

FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________ (include name and address of the transferee) Compensation Options exercisable for common shares of Tribe Property Technologies Inc. (the " Corporation ") registered in the name of the undersigned on the register of the Corporation maintained therefore, and hereby irrevocably appoints the attorney of the undersigned to transfer the said securities on the books maintained by the Corporation with full power of substitution.

DATED this _ day of ___, 20.

Signature of Transferor guaranteed by:

______ _______ Name of Bank or Trust Company: Signature of Transferor

_____ _______ Address of Transferor

Notes:

The signature to this transfer must correspond with the name written upon the face of this Warrant Certificate in every particular without any changes whatsoever.

If the Transfer Form indicates that Compensation Options are to be issued to a person or persons other than the registered holder of the Compensation Option Certificate, the signature on this Transfer Form must be guaranteed by a Schedule I chartered bank or licensed trust company, or a member of an acceptable medallion guarantee program. The guarantor must affix a stamp bearing the actual words "Signature Guaranteed". Signature guarantees are not accepted from Treasury Branches or credit unions unless they are members of the Stamp Medallion Program.

69 -

SCHEDULE “E”

FORM OF INSIDER LOCK-UP AGREEMENT

(see attached)

LOCK-UP AGREEMENT

December ____, 2020

TO: STIFEL NICOLAUS CANADA INC. (“Stifel GMP”)

AND TO: CANACCORD GENUITY CORP.

AND TO: HAYWOOD SECURITIES INC.

AND TO: RICHARDSON GMP LIMITED (collectively, the “ Agents ”)

RE: TRIBE PROPERTY TECHNOLOGIES INC.

An agency agreement dated December 11, 2020 (the “ Agency Agreement ”) was entered into among the Agents, Tribe Property Technologies Inc. (the “ Corporation ”) and Cherry Street Capital Inc. (“ Cherry Street ”) in respect of a subscription receipt financing.
Any capitalized terms used in this lock-up agreement (this “ Lock-Up Agreement ”) but not otherwise defined shall have the meanings ascribed to them in the Agency Agreement.
In consideration of the benefit that the Offering will confer upon the Resulting Issuer, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned (the “ Locked-Up Party ”) hereby agrees that for a period of 27 months from the Escrow Release Date, it will not, directly or indirectly, without the prior written consent of Stifel GMP (on its own behalf and for and on behalf of the Agents), offer, sell, contract to sell, grant or sell any option to purchase, purchase any option or contract to sell, hypothecate, pledge, transfer, assign, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with (or, in either case, agree to or publicly announce any intention to do any of the foregoing) whether through the facilities of a stock exchange, by private placement or otherwise any Common Shares or Resulting Issuer Shares (or any securities issuable in exchange therefor) or other securities of the Corporation convertible into, exchangeable for or exercisable to acquire the Common Shares or Resulting Issuer Shares (collectively, the “ Locked-Up Securities ”), provided that, however, the foregoing shall not apply to the following exceptions:
(A) if the Resulting Issuer, the Corporation or their shareholders receive an offer, which has not been withdrawn, to enter into a transaction or arrangement, or proposed transaction or arrangement, pursuant to which, if entered into or completed substantially in accordance with its terms, a party could, directly or indirectly acquire an interest (including an economic interest) in, or become the holder of, 100% of the total number of the Resulting Issuer Shares, whether by way of takeover bid, scheme of arrangement, shareholder approved acquisition, capital reduction, share buyback, securities issue, reverse takeover, dual-listed company structure or other synthetic merger, transaction or arrangement (each, an “ Exempt Transaction ”) and further provided that if the Exempt Transaction is not, ultimately, completed, the provisions of this Lock-Up Agreement shall continue in effect and the Locked-Up Party shall continue to be bound by its terms;
(B) the grant or exercise of stock options and other similar issuances pursuant to the share incentive plan of the Resulting Issuer, the Corporation or Cherry Street and other share compensation arrangements, in the ordinary course of business;
2 -
(C) the obligations of Cherry Street or the Corporation in respect of existing agreements, common shares of Cherry Street or the Corporation to be issued in connection with consulting agreements, finder’s fee agreements, and employment agreements as performance shares the underlying shares of which are to be placed in escrow and released following the performance of milestones and the issuance of performance warrants, the underlying shares of which are to be issued following the dates required under such agreements or the performance of milestones;
(D) the issuance of securities by the Resulting Issuer in connection with acquisitions in the normal course of business;
(E) the issuance of any Common Shares or Resulting Issuer Shares acquired pursuant to conversion of the Subscription Receipts;
(F) issuance of Common Shares or Resulting Issuer Shares acquired at the Offering Price in exchange for Shareholder Loans;
(G) except as otherwise prohibited by applicable securities laws, transfer, sell or otherwise dispose of any or all of the Locked-Up Securities to (a) a spouse, parent, child or grandchild of the undersigned (a “ Relation ”), (b) corporations, partnerships, limited liability companies or other entities to the extent that such entities are affiliated to the undersigned, (c) any trusts existing solely for the benefit of the undersigned and/or a Relation, solely to the extent that in clauses (a), (b) and (c) the recipient of the Locked-Up Securities agrees in writing to be bound by the terms of this Lock-Up Agreement;
(H) a transfer occurring by operation of law as a result of the death of the Locked-Up Party;
(I) to extent permitted by applicable securities laws and rules of any securities exchange the Corporation may be listed on, pledge the Locked-Up Securities to a bank or other financial institution for the purpose of giving collateral for a debt made in good faith, but solely to the extent that such bank or financial institution agrees in writing to be bound by the terms of this Lock-Up Agreement; or
(J) with the prior written consent of Stifel GMP, provided, however, that in the case of paragraph 3(A), in the event the transaction is not completed, the Locked-Up Securities will remain subject to the Restrictions (as defined below), and provided further that, in the case of either paragraph 3(G), 3(H), 3(I) or 3(J), any such transferee will first execute a lock-up agreement in substantially the form as this Lock-Up Agreement with the Locked-Up Party.
Notwithstanding the foregoing restrictions described under section 3 of this Lock-Up Agreement (collectively, the “ Restrictions ”), 25% of the Locked- Up Securities will be automatically released from the Restrictions on the each of the 18[th] , 21[st] , 24[th] and 27[th] month anniversaries of the Escrow Release Date.
The Locked-Up Party represents and warrants that it has good and marketable title to the LockedUp Securities, and understands that the Agents are relying upon this Lock-Up Agreement in proceeding towards the closing of the Offering and the consummation of the Business Combination. The Locked-Up Party further understands that this Lock-Up Agreement is
3 -

irrevocable and shall be binding upon the Locked-Up Party’s legal representatives, successors, and permitted assigns, and shall enure to the benefit of the Agents and their legal representatives, successors and permitted assigns.

This Lock-Up Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein and the parties attorn to the jurisdiction of the Courts of the Province of Ontario.
This Lock-Up Agreement may be executed by facsimile, PDF, or other electronic format capable of producing a printed copy, which so executed agreement shall constitute an original.

[Signature page follows.]

DATED as of the first date written above.

NAME OF SECURITYHOLDER:

(Signature of Securityholder)

(Signature of Witness)

OR IF CORPORATION

NAME OF SECURITYHOLDER:

Name: Authorized Signing Authority

70 -

SCHEDULE “F”

LIST OF LOCKED-UP PERSONS

(see attached)

0953184 B.C. Ltd.

TY & Sons Investments Inc.

0944638 B.C. Ltd. Peterson Property Holdings Inc. Pendo Investment Inc. Joseph Nakhla John Tims

AI assistant

Tribe Property Technologies — Capital/Financing Update 2021

47530_rns_2021-03-31_3118760c-cc24-44fb-a04a-a57ec1be4280.PDF

AGENCY AGREEMENT

Tribe Property Technologies Inc.

Attention: Joseph Nakhla, Chief Executive Officer

Cherry Street Capital Inc.

Attention: Rudy Cheddie, Chief Executive Officer

DEFINITIONS

TERMS AND CONDITIONS

9. Rights of Termination.

12. Indemnity.

14. Agents’ Compensation.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

STIFEL NICOLAUS CANADA INC.

CANACCORD GENUITY CORP.

HAYWOOD SECURITIES INC.

RICHARDSON WEALTH LIMITED

TRIBE PROPERTY TECHNOLOGIES INC.

CHERRY STREET CAPITAL INC.

SCHEDULE “A”

COMPLIANCE WITH U.S. SECURITIES LAWS

A. Representations, Warranties and Covenants of the Agents

B. Representations, Warranties and Covenants of the Company

EXHIBIT I to SCHEDULE “A”

AGENT’S CERTIFICATE

[NAME OF AGENT]

[NAME OF U.S. AFFILIATE]

SCHEDULE “B”

LIST OF INTELLECTUAL PROPERTY RIGHTS

SCHEDULE “C”

LIST OF OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES

SCHEDULE “D”

FORM OF COMPENSATION OPTION CERTIFICATE

THIS COMPENSATION OPTION CERTIFICATE, AND THE COMPENSATION OPTIONS EVIDENCED HEREBY, WILL BE VOID AND OF NO VALUE UNLESS EXERCISED ON OR BEFORE 5:00 P.M. (EASTERN STANDARD TIME) ON THE EXPIRY DATE (AS HEREINAFTER DEFINED).

TRIBE PROPERTY TECHNOLOGIES INC.

 COMPENSATION OPTIONS

COMPENSATION OPTIONS

TERMS AND CONDITIONS

[Remainder of page left intentionally blank.]

TRIBE PROPERTY TECHNOLOGIES INC.

3560920 | 4111066

SCHEDULE “A”

SUBSCRIPTION NOTICE

TOTAL:

SCHEDULE “B”

TRIBE PROPERTY TECHNOLOGIES INC. CO 2020-  GRID FOR 

SCHEDULE “C”

FORM OF TRANSFER

Notes:

SCHEDULE “E”

FORM OF INSIDER LOCK-UP AGREEMENT

LOCK-UP AGREEMENT

TO: STIFEL NICOLAUS CANADA INC. (“Stifel GMP”)

AND TO: CANACCORD GENUITY CORP.

AND TO: HAYWOOD SECURITIES INC.

AND TO: RICHARDSON GMP LIMITED (collectively, the “ Agents ”)

RE: TRIBE PROPERTY TECHNOLOGIES INC.

NAME OF SECURITYHOLDER:

SCHEDULE “F”

LIST OF LOCKED-UP PERSONS

More from Tribe Property Technologies

Tribe Property Technologies Capital/Financing Update 2021