EXECUTION VERSION

DEFAULT, WAIVER AND FIRST AMENDMENT TO COMMITMENT LETTER

THIS DEFAULT, WAIVER AND FIRST AMENDING AGREEMENT (this “Agreement”) is made as of April 14, 2025.

AMONG:

TRIBE PROPERTY TECHNOLOGIES INC.
(the “Borrower”)
- and -

TRIBE PROPERTY SOLUTIONS INC.
(“Solutions”)
- and -

TRIBE MANAGEMENT INC.
(“Management”)
- and -

R.D.C. PROPERTY SERVICES LIMITED
(“RDC”)
- and -

MERITUS GROUP MANAGEMENT INC.
(“Meritus”)
- and -

DMSI HOLDINGS LTD.
(“DMSI”)
- and -

DMS COMMERCIAL MANAGEMENT SERVICES INC.
(“DMS”)
- and -

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DMS MANAGEMENT SOLUTIONS INC.

("DMS Management")

and -

DMS PROPERTY MANAGEMENT LTD.

("DMS Property" and together with DMS Management, DMS, DMSI, Meritus, RDC, Management, and Solutions, the "Guarantors" and together with the Borrower, the "Obligors")

and -

THE BANK OF NOVA SCOTIA

(the "Lender")

WHEREAS the Obligors and the Lender are party to an amended and restated commitment letter dated November 21, 2024 (the "Commitment Letter");

AND WHEREAS pursuant to the Minimum EBITDA Schedule under the Commitment Letter the Borrower is required to maintain a Minimum EBITDA of: (a) $270,000 for the Quarterly Period ending January 31, 2025 and (b) $330,000 for the Quarterly Period ending February 28, 2025, but has not done so (the "Minimum EBITDA Default"), and such failure to do so constitutes an Event of Default under the Commitment Letter;

AND WHEREAS the Borrower has requested the Lender to waive the Minimum EBITDA Default;

AND WHEREAS the Obligors and the Lender have agreed to make certain amendments to the Commitment Letter subject to the terms and conditions set out in this Agreement;

NOW THEREFORE in consideration of the premises and the agreements herein set out and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

1.1 References.

Unless otherwise specified, all references to Sections and Subsections in this Agreement are to sections and subsections of the Commitment Letter. Defined terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Commitment Letter, as amended hereby.

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1.2 Governing Law.

This Agreement is governed by and is to be construed and interpreted in accordance with, the laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario.

1.3 One Agreement.

This Agreement amends and supplements the Commitment Letter. This Agreement and the Commitment Letter shall be read together and constitute one agreement with the same effect as if the amendments made by this Agreement had been contained in the Commitment Letter as of the effective date of this Agreement.

1.4 Conflict.

If there is a conflict or inconsistency between any provision of this Agreement and any provision of the Commitment Letter, the relevant provision of this Agreement shall prevail to the extent of such conflict or inconsistency.

ARTICLE 2 AMENDMENTS

2.1 Amendments.

The Commitment Letter is hereby amended as follows:

(a) The following definition of “Annual Surplus Cash Flow Repayment” shall be inserted under the defined terms found within the General Terms and Conditions Applicable to All Credits, in alphabetical order:

“Annual Surplus Cash Flow Repayment” shall have the meaning set out in section 1.23 below.”

(b) Reference to the date “September 8, 2025” as it pertains to the definition of “Non-Revolving Term Credit Maturity Date” on page 7 of the Commitment Letter shall be deleted and replaced with the date “August 31, 2026.”

(c) The definition of “Revolving Operating Line Maturity Date” under the defined terms found within the General Terms and Conditions Applicable to All Credits shall be deleted in its entirety and replaced with the following:

“Revolving Operating Line Maturity Date” means August 31, 2026.”

(d) The definition of “VTB Postponement and Subordination Agreement” under the defined terms found within the General Terms and Conditions Applicable to All Credits shall be deleted in its entirety and replaced with the following:

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“VTB Postponement and Subordination Agreement” means a postponement and subordination agreement from a vendor under a Permitted Acquisition (other than the DMSI Subordination Agreement, the Meritus Subordination Agreement and the Ullrich Subordination Agreement), an Obligor and the Bank pursuant to which payment of the VTB Debt is postponed and subordinated to the prior payment in full of the Obligations on such terms and conditions as may be acceptable to the Bank in its sole discretion (provided however, regularly scheduled payments of principal and interest shall be permitted provided that: (a) no Default or Event of Default exists before or after the making of such payment, (b) such payment is made after the expiry of the Deferral Period and (c) the Borrower has a positive Monthly Burn Rate both before and after making such payment).”

(e) The end date of the “Deferral Period” shall be extended to June 30, 2025.

(f) The following definition of “Surplus Cash Flow” shall be inserted under the defined terms found within the General Terms and Conditions Applicable to All Credits, in alphabetical order:

“Surplus Cash Flow” means EBITDA, less any cash payments made by any Obligor pursuant to (i) any VTB Postponement and Subordination Agreement; (ii) the DMSI Subordination Agreement, (iii) the Meritus Subordination Agreement; and (iv) the Ullrich Subordination Agreement.”

(g)

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(h)

(i)

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(j) Section 1.4(j) of the General Terms and Conditions shall be deleted in its entirety and replaced with the following:

“(j) For ongoing credit risk management purposes:

(i) other than Permitted Accounts, all operating, foreign exchange, deposit, savings and investment accounts of the Obligors shall be maintained and conducted with the Bank so long as the Credits have not been terminated, except that the Obligors may maintain one or more deposit accounts with another financial institution outside of Canada consented to by the Bank in its sole discretion (the "Non-Bank Accounts") provided that (i) the amount on deposit at any time does not exceed Cdn.$100,000 in any one Non-Bank Account or Cdn.$250,000 in the aggregate in the case of more than one Non-Bank Accounts; and (ii) all accounts outside of Canada, in excess of the thresholds noted in (i) are subject to the consent of the Bank in its sole discretion and subject to a deposit account control agreements, in form and substance satisfactory to the Bank. Other than Permitted Accounts and Non-Bank Accounts permitted hereunder, the Obligors shall close all accounts with other financial institutions, whether in Canada or elsewhere, by no later than May 31, 2025; and

(ii) all cash management services required by the Obligors shall be maintained and conducted with the Bank so long as the Credits have not been terminated, and the Obligors shall terminate all cash management services with other financial institutions by no later than May 31, 2025.”

(k) Section 1.22 of the General Terms and Conditions shall be deleted in its entirety and replaced with the following:

“1.22 Each prepayment under Section 1.21 and Section 1.23 shall first be applied against the instalments of principal in the inverse order of their maturities under Credit No. 2. The Non-Revolving Term Credit under Credit No. 2 shall be automatically and permanently reduced by the amount of any such prepayments contemplated by Section 1.21 and Section 1.23 and may not be reborrowed. To the extent Credit No. 2 has been repaid in full, amounts payable by the Borrower pursuant to Section 1.21 and 1.23 shall be applied against the outstanding Obligations under Credit No.1 as determined by the Bank.”

(l) Section 1.23 of the General Terms and Conditions shall be deleted in its entirety and replaced with the following:

“1.23 Within 180 days following the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2025, the Borrower shall make a cash repayment equal to 50% of the Surplus Cash Flow for such Fiscal Year (the “Annual Surplus Cash Flow Repayment”). The Annual Surplus Cash Flow Repayment shall be applied in accordance with Section 1.22.”

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ARTICLE 3

CONDITIONS PRECEDENT

3.1 Conditions Precedent.

This Agreement shall not become effective until the Lender shall have received the following each dated on or before the date hereof and all in form and substance satisfactory to the Lender:

(a) this Agreement shall have been duly executed and delivered by each of the parties hereto;

(b) the Borrower shall have paid the Lender and amending fee in an amount equal to [redacted] and such amending fee shall have been fully earned as of the date hereof; and

(c) the Lender shall have received all such other certificates, documents, opinions, and information that it reasonably requests.

ARTICLE 4

SECURITY CONFIRMATION

The Security and any related documents previously provided by each Obligor in favour of the Lender continues in full force and effect and shall continue to secure all of the present and future obligations of such Obligor (as applicable) to the Lender. Each reference in the Security to the Commitment Letter shall mean the Commitment Letter as amended by this Agreement, as it may be further amended, restated, supplemented, or replaced from time to time.

ARTICLE 5

WAIVER OF DEFAULT

5.1 Waiver of Default.

(a) The Lender hereby waives any Defaults and Events of Default that exist on the date of this Agreement arising solely from the Minimum EBITDA Default, provided that the conditions precedent set forth in Section 3.1 of this Agreement are completed to the satisfaction of the Lender.

(b) The waivers provided to the Borrower by the Bank in Section 5.1(a) of this Agreement are restricted to the matters specifically described therein and shall not constitute a waiver of any other covenants or other terms or conditions of the Commitment Letter (as amended by this Agreement) or any other Credit Document, and nothing in this Agreement shall be a waiver of the rights and remedies of the Lender with respect to any other, or future, non-compliance with any covenants or other terms or conditions of the Commitment Letter (as amended by this Agreement) or any other Credit Document.

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ARTICLE 6
GENERAL

6.1 Reaffirmation.

Except as amended by this Agreement, all terms, conditions, covenants, provisions, powers, matters and things whatsoever contained in the Commitment Letter are hereby reaffirmed by each Obligor and shall continue in full force and effect. Each Obligor further acknowledges and agrees that all Credit Documents executed by it in connection with the Commitment Letter and delivered to the Lender prior to the date of this Agreement, are and remain valid and enforceable in accordance with their respective terms and continue in full force and effect.

6.2 Entire Agreement.

The Commitment Letter, as amended by this Agreement, constitutes the entire commitment letter between the Obligors and the Lender and supersedes all prior agreements, understandings, negotiations, and undertakings, whether oral or written, among them in respect of the credit facilities extended or otherwise established by the Commitment Letter, as amended by this Agreement.

6.3 No Novation.

This Agreement will not discharge or constitute novation of any debt, obligation, covenant, or agreement contained in the Commitment Letter or any of the other Credit Documents and the same shall remain in full force and effect save to the extent specifically amended by the provisions of this Agreement.

6.4 Execution in Counterparts.

This Agreement may be executed and delivered in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Counterparts may be executed and delivered in original, facsimile, portable document format (pdf), or similar electronic transmission to the other parties hereto and the parties hereto agree to accept any such executed counterparts as original signed versions of this Agreement.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]

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Docusign Envelope ID: 968256FD-3893-4F0E-B8EB-94D248C7F4EE

The parties have executed this Agreement as of the date first written above.