AGENCY AGREEMENT

June 30, 2025

Tribe Property Technologies Inc.
Suite 1606, 1166 Alberni Street
Vancouver, British Columbia, V6E 3Z3

Attention: Joseph Nakhla, Chief Executive Officer

Dear Sir:

Re: Public Offering of Units

Raymond James Ltd. ("Raymond James"), Canaccord Genuity Corp., Ventum Financial Corp. and Stifel Nicolaus Canada Inc. (together with Raymond James, the "Agents") understand that Tribe Property Technologies Inc. (the "Corporation") proposes to issue and offer for sale up to 11,111,111 units of the Corporation (the "Offered Units") at a price of $0.45 per Offered Unit (the "Offering Price") for aggregate gross proceeds to the Corporation of up to $4,999,999.95 (the "Offering"). Each Offered Unit will be comprised of one Common Share (as defined herein) (a "Unit Share") and one half of one (1/2) transferable share purchase warrant of the Corporation (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one additional Common Share (a "Warrant Share") at a price of $0.60 for a 36-month period following the Closing Date (as defined herein).

Subject to the terms and conditions of this Agreement, the Corporation hereby appoints the Agents, and the Agents agree to act as the exclusive agents of the Corporation, to offer the Offered Units for sale to the public in the Qualifying Provinces (as defined herein) on a "best efforts" basis and to arrange for the sale of Offered Units to purchasers on behalf of the Corporation. The Corporation shall issue and sell the Offered Units at the Closing Time (as defined herein), in accordance with and subject to the provisions of this Agreement and the Supplemented Prospectus (as defined herein). It is understood and agreed by the parties that the Agents shall act as agents only and at no time shall the Agents have any obligation whatsoever to purchase Offered Units as principal.

In addition, the Corporation hereby grants the Agents an option exercisable, in whole or in part, at any time and from time to time, at the sole discretion of the Agents, for a period of up to 30 days from the Closing Date (as defined herein), under which the Agents may offer and sell additional Offered Units (the "Additional Units") equal to up to 15% the number of Offered Units sold under the Offering (the "Agents' Option"). The Agents' Option may be exercised by the Agents to acquire Additional Units at the Offering Price. As used in this Agreement, unless the context requires otherwise, all references herein to "Offered Units" includes the Additional Units, all references herein to "Unit Shares" includes the Common Shares comprising the Additional Units, all references herein to "Warrants" includes the Warrants comprising the Additional Units, all references herein to "Warrant Shares" includes the Common Shares issuable on exercise of the Warrants issuable pursuant to the Additional Units and all references to the "Offering" shall include the Additional Units.

The Warrants shall be created and issued pursuant to a warrant indenture (the "Warrant Indenture") to be dated as of the Closing Date between the Corporation and the Warrant Agent (as defined herein), as warrant agent.

Subject to the terms and conditions of this Agreement, the Agents propose to offer the Offered Units and, if any, the Additional Units in: (i) the Qualifying Provinces (as defined herein) pursuant to the Prospectus

Supplement (as defined herein); and (ii) in such other foreign jurisdictions as the Agents and the Corporation may agree, provided that no prospectus, registration statement or similar document is required to be filed in such jurisdictions, and in each case as agent of the Corporation, on a "best efforts" basis, in each case in the manner contemplated by this Agreement.

The Agents understand:

(i) that the Corporation has prepared and filed the Shelf Prospectus (as defined herein) to qualify the distribution of the Offered Units in each of the Qualifying Provinces and has received the Shelf Receipt (as defined herein) therefor; and
(ii) that the Corporation has prepared and will file the Prospectus Supplement (as defined herein) to qualify the distribution of the Offered Units in each of the Qualifying Provinces promptly after the execution of this Agreement.

The Agents shall be entitled (but not obligated), in connection with the Offering to retain as sub-agent other registered securities dealers (the "Selling Dealer Firms") and may receive subscriptions for Offered Units from subscribers from other registered dealers, at no additional cost to the Corporation. The fee payable to any such Selling Dealer Firms shall be for the account of the Agents.

The Agents acknowledge and agree that the Corporation shall be entitled to present the Agents with a list (the "President's List") of subscribers for up to $500,000 of Offered Units (the "President's Units"), a copy of which list must be provided to Raymond James within two Business Days (as defined herein) of the date of this Agreement.

The following are the terms and conditions of the Agreement between the Corporation and the Agents:

Section 1 Definitions and Interpretation

In this Agreement:

(a) "Additional Closing Date" has the meaning given to that term in Section 15(b) of this Agreement;
(b) "Additional Closing Time" has the meaning given to that term in Section 15(b) of this Agreement;
(c) "Anti-Money Laundering Laws" has the meaning given to that term in Section 8(b)(liii) of this Agreement;
(d) "Agents" has the meaning given to that term in the first paragraph of this Agreement;
(e) "Agents' Fee" has the meaning given to that term in Section 2(a) of this Agreement;
(f) "Agreement" means this agency agreement dated effective June 30, 2025 between the Corporation and the Agents, as the same may be supplemented, amended and/or restated from time to time;
(g) "Applicable Securities Laws" means all applicable Canadian securities, corporate and other laws, rules, regulations, notices, instruments, blanket orders, decision documents, statements, circulars, published procedures and policies in the Qualifying Provinces;

(h) "BCSC" means the British Columbia Securities Commission, the principal regulator of the Corporation pursuant to NP 11-202;

(i) "Broker Warrant Certificates" means the certificates representing the Broker Warrants;

(j) "Broker Warrant Shares" means the Common Shares issuable pursuant to the exercise of the Broker Warrants;

(k) "Broker Warrants" means the non-transferable warrants entitling the holder thereof to acquire one Broker Warrant Share at a price of $0.45 per Broker Warrant Share for a period of 36 months from the Closing Date;

(l) "Business Day" means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Calgary, Alberta, Toronto, Ontario or Vancouver, British Columbia are not open for business;

(m) "Closing" means the completion of the issue and sale by the Corporation of the Offered Units pursuant to this Agreement;

(n) "Closing Date" means July 7, 2025 or such other date or dates as the Corporation and the Agents may agree, each acting reasonably;

(o) "Closing Time" means 5:00 a.m. (Vancouver time) on the Closing Date;

(p) "Common Shares" means common shares in the capital of the Corporation;

(q) "Contract" means all agreements, contracts or commitments of any nature, written or oral, including, for greater certainty and without limitation, licences, leases, loan documents and security documents;

(r) "Corporation" has the meaning given to that term in the first paragraph of this Agreement;

(s) "Credit Facility" means the amended and restated senior term loan facility with The Bank of Nova Scotia dated November 21, 2024, as amended effective April 14, 2025, among the Corporation, as borrower, and Tribe Property Solutions Inc., Tribe Management Inc., R.D.C. Property Services Limited, Meritus Group Management Inc., DMSI Holdings Ltd., DMS Commercial Management Services Inc., DMS Management Solutions Inc. and DMS Property Management Ltd., as guarantors, as the same has been amended, restated, supplemented or otherwise modified from time to time, consisting of an up to $5 million operating line and a non-revolving term facility for permitted acquisitions of $10 million;

(t) "Documents" means, collectively, the documents incorporated by reference in the Supplemented Prospectus and any Supplementary Material, including, without limitation:

(i) the Financial Statements;

(ii) the management discussion and analysis of the Corporation for the financial years ended December 31, 2024 and 2023;

(iii) the management discussion and analysis of the Corporation for the interim periods ended March 31, 2025 and 2024;

(iv) the annual information form of the Corporation for the year ended December 31, 2024 dated May 6, 2025 (the "Annual Information Form"); and
(v) the management information circular of the Corporation dated August 12, 2024 prepared in connection with the annual general and special meeting of the shareholders of the Corporation held on September 17, 2024.

(u) "Due Diligence Session" has the meaning given to that term in Section 3(f) of this Agreement;
(v) "Eligible Issuer" means an issuer which meets the criteria and has complied with the requirements of NI 44-101 so as to be qualified to offer securities by way of a short form prospectus under Applicable Securities Laws;
(w) "Encumbrance" means any charge, mortgage, lien, pledge, claim, restriction, security interest or other encumbrance whether created or arising by agreement, statute or otherwise pursuant to any Laws, attaching to property, interests or rights;
(x) "Financial Statements" means: (i) the audited consolidated financial statements of the Corporation for the financial years ended December 31, 2024 and December 31, 2023 together with the notes thereto and the independent auditor's report thereon; and (ii) the unaudited condensed consolidated interim financial statements of the Corporation for the three months ended March 31, 2025 and 2024, together with the notes thereto;
(y) "Governmental Authority" means governments, regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, Crown corporations, courts, bodies, boards, tribunals or dispute settlement panels or other law, rule or regulation-making organizations or entities having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them or exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power;
(z) "Governmental Licences" has the meaning given to such term in Section 8(b)(lxi);
(aa) "IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board, or any successor entity, applicable as at the date on which such principles are applied;
(bb) "Indemnifying Party" has the meaning given to that term in Section 10(b) of this Agreement;
(cc) "Indemnified Persons" has the meaning given to that term in Section 10(a) of this Agreement;
(dd) "Intellectual Property" means all proprietary rights provided in law and at equity in respect of patents, trademarks, copyrights, industrial designs, software, trade secrets, know-how, concepts, information and other intellectual and industrial property;

(ee) "Investor Rights Agreement" means the investor rights agreement between the Corporation and Round 13 Capital Inc. dated January 14, 2022 with respect to certain director nomination rights;

(ff) "IT Systems and Data" has the meaning given to that term in Section 8(b)(xxiii) of this Agreement;

(gg) "Laws" means any and all applicable federal, state, provincial, municipal or local laws in Canada, including all statutes, ordinances, decrees, regulations, by-laws, orders in council, Governmental Authority judgments, orders, decisions, decrees, directives and policies of (or issued by) Governmental Authorities;

(hh) "Licenced IP" means the Intellectual Property that is necessary and material to the business of the Corporation as presently conducted and that is owned by any person other than the Corporation or any Subsidiary;

(ii) "marketing materials" has the meaning given to that term in NI 41-101;

(jj) "Material Adverse Effect" means any fact, change, effect, event, occurrence or circumstances which, individually or in the aggregate, is, or is reasonably likely to be, materially adverse to the business, operations, properties, results of operations, prospects, assets, capital, condition (financial or otherwise), or liabilities (absolute, accrued, contingent or otherwise) of the Corporation and its Subsidiaries (taken as a whole) or that would result in the Supplemented Prospectus or any Supplementary Material containing a misrepresentation;

(kk) "Material Contracts" means the contracts, commitments, agreements (written or oral), instruments, leases or other documents or arrangements, which are material to the Corporation and its Subsidiaries (on a consolidated basis) including any such material agreement or document that enables the Corporation and its Subsidiaries to carry on its business and includes, without limitation, the Credit Facility, the promissory notes as described in the Financial Statements and the Investor Rights Agreement;

(ll) "NI 41-101" means National Instrument 41-101 – General Prospectus Requirements;

(mm) "NI 44-101" means National Instrument 44-101 – Short Form Prospectus Distributions;

(nn) "NI 44-102" means National Instrument 44-101 – Shelf Distributions;

(oo) "NI 51-102" means National Instrument 51-102 – Continuous Disclosure;

(pp) "NP 11-202" means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions;

(qq) "OBCA" means the Business Corporations Act (Ontario);

(rr) "OFAC" has the meaning given to that term in Section 8(b)(li) of this Agreement;

(ss) "Offered Units" has the meaning given to that term on the first page of this Agreement;

(tt) "Offering" has the meaning given to that term on the first page of this Agreement;

(uu) "Offering Documents" means, collectively, the Supplemented Prospectus and any Supplementary Material;
(vv) "Offering Price" has the meaning given to that term on the first page of this Agreement;
(ww) "Passport System" means the system and procedures for prospectus filing and review under Multilateral Instrument 11-102 – Passport System;
(xx) "person" means any individual, partnership, limited partnership, joint venture, sole proprietorship, company or corporation, trust, director, trustee, unincorporated organization or Governmental Authority;
(yy) "President's List" has the meaning given to that term on the second page of this Agreement;
(zz) "President's Units" has the meaning given to that term on the second page of this Agreement;
(aaa) "Prospectus Supplement" means the prospectus supplement of the Corporation dated the date hereof to the Shelf Prospectus, including the documents incorporated by reference therein;
(bbb) "Public Record" means all information filed by or on behalf of the Corporation and its predecessor entities with the Securities Commissions, including without limitation, the Documents, the Supplemented Prospectus, any Supplementary Material and any other information filed with any Securities Commission in compliance, or intended compliance, with any Applicable Securities Laws during the 24 months preceding the date thereof;
(ccc) "Qualification" has the meaning given to that term in Section 8(b)(xxxi);
(ddd) "Qualifying Provinces" means each of the provinces of Canada, other than Québec;
(eee) "Raymond James" has the meaning given to such term in the first paragraph of this Agreement;
(fff) "Sanctions" has the meaning given to that term in Section 8(b)(lii);
(ggg) "Securities Commissions" means collectively, the applicable securities commission or securities regulatory authority in each of the Qualifying Provinces;
(hhh) "Selling Dealer Firms" has the meaning given to that term on the second page of this Agreement;
(iii) "Shelf Prospectus" means the (final) short form base shelf prospectus of the Corporation dated June 24, 2025, including the documents incorporated by reference therein;
(jjj) "Shelf Receipt" means the receipt dated June 24, 2025 for the Shelf Prospectus issued in accordance with the Passport System;
(kkk) "Subsidiary" means a subsidiary for the purposes of the Securities Act (British Columbia) and, in respect of the Corporation, includes (without limitation) Tribe Property Solutions Inc., Tribe Management Inc., R.D.C. Property Services Limited, DMSI Holdings Ltd.,

DMS Property Management Inc., DMS Management Solutions Inc., DMS Commercial Management Services Inc., Meritus Group Management Inc. and Ace Agencies Ltd.;

(lll) "Supplementary Material" means any amendment to the Shelf Prospectus and the Prospectus Supplement, or any amended or supplemental prospectus or ancillary materials that may be filed by or on behalf of the Corporation under Applicable Securities Laws relating to the qualification for distribution of the Offered Units, the Agents' Option and the Broker Warrants under Applicable Securities Laws;

(mmm) "Supplemented Prospectus" means the Shelf Prospectus and the Prospectus Supplement;

(nnn) "Swaps" means any transaction which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, forward sale, exchange traded futures contract or any other similar transaction (including any option with respect to any of these transactions or any combination of these transactions);

(ooo) "Tax Act" means the Income Tax Act (Canada);

(ppp) "Taxes" means all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, sales taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, reassessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto;

(qqq) "TSX-V" means the TSX Venture Exchange;

(rrr) "United States" or "U.S." means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

(sss) "U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

(ttt) "U.S. Securities Laws" means the applicable U.S. federal securities laws, including, without limitation, the U.S. Securities Act, and applicable U.S. state securities laws;

(uuu) "Warrant Agent" means TSX Trust Company in its capacity as warrant agent under the Warrant Indenture; and

(vvv) "Warrant Indenture" has the meaning given to such term on the first page of this Agreement.

In addition, "affiliate", "associate", "misrepresentation", "material change" and "material fact" shall have the meanings ascribed thereto under the Applicable Securities Laws; "distribution" means "distribution" or "distribution to the public", as the case may be, as defined under the Applicable Securities Laws; and "distribute" has a corresponding meaning.

In this Agreement, "to the best of the Corporation's knowledge, information and belief" or equivalent statement, means, a statement as to the knowledge, information and belief of Joseph Nakhla, Chief

Executive Officer of the Corporation and Angelo Bartolini, President and Chief Financial Officer of the Corporation about the facts or circumstances to which such phrase relates, after having made due and applicable inquiries and investigations in connection with such facts and circumstances that would ordinarily be made by such senior officers of firms engaged in a similar business to the Corporation in the discharge of their duties, without special inquiry for the purpose of the Offering. In this Agreement, "to the knowledge of the Corporation", or equivalent statement, means, a statement as to the actual knowledge of each of the aforementioned senior officers of the Corporation about the facts or circumstances to which such phrase relates.

In addition, unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Supplemented Prospectus.

Section 2 Agents' Compensation

(a) In consideration for their services hereunder, the Corporation agrees to pay to Raymond James, on behalf of the Agents, at the Closing Time (and if applicable, at each Additional Closing Time), a cash fee (the "Agents' Fee") in an amount equal to 7.0% of the total gross proceeds for the Offered Units sold under the Offering (including for certainty on any exercise of the Agents' Option but excluding the President's Units, for which the Agents will receive an amount equal to 2.0% of the total gross proceeds for the President's Units sold under the Offering). The Agents' Fee may, at the sole option of Raymond James upon written notice to the Corporation, be deducted from the aggregate gross proceeds of the Offering and withheld for the account of the Agents.

(b) The Agents will also be issued Broker Warrants equal to 7.0% of the aggregate number of Offered Units sold under the Offering (including for certainty on any exercise of the Agents' Option but excluding the President's Units, for which the Agents will be issued Broker Warrants equal to 2.0% of the aggregate number of President's Units sold under the Offering).

(c) For greater certainty, the services provided by the Agents in connection herewith will not be subject to the Goods and Services Tax ("GST") provided for in the Excise Tax Act (Canada) and taxable supplies provided will be incidental to the exempt financial services provided. In the event that Canada Revenue Agency determines that GST is exigible on the Agents' Fee, the Corporation agrees to pay the amount of GST forthwith upon the request of the Agents.

Section 3 Qualification for Sale

(a) The Corporation represents and warrants to the Agents that it is eligible to use the short form prospectus offering qualification system as described in NI 44-101 for the distribution of the Offered Units.

(b) As of the date of this Agreement the Corporation has prepared and filed the Shelf Prospectus and other required documents with the Securities Commissions under Applicable Securities Laws pursuant to the Passport System and NP 11-202 and has obtained the Shelf Receipt from the BCSC, as principal regulator under the Passport System and NP 11-202, evidencing that a receipt has been issued with respect to the Shelf Prospectus from each of the Securities Commissions.

(c) The Corporation will, promptly and in any event not later than 9:59 p.m. (Vancouver time), following the execution of this Agreement, prepare and file the Prospectus Supplement, in form and substance satisfactory to the Agents, with the Securities Commissions under the Applicable Securities Laws, together with the required supporting documents or otherwise fulfill all legal requirements to enable the Offered Units to be offered and sold to the public in each of the Qualifying Provinces through the Agents or their registered affiliates.

(d) During the period of the distribution of the Offered Units, the Corporation will promptly take all additional steps and proceedings that from time to time may be required under Applicable Securities Laws to continue to qualify the Offered Units for distribution or, in the event that the Offered Units have, for any reason, ceased to so qualify, to again qualify the Offered Units for distribution.

(e) Prior to the filing of the Prospectus Supplement and during the period of distribution of the Offered Units, prior to the filing with any Securities Commissions of any Supplementary Material, the Corporation shall have allowed the Agents and the Agents' counsel to participate fully in the preparation of, and to approve the form of, such documents and to have reviewed any documents incorporated by reference therein.

(f) During the period of the distribution of the Offered Units, the Corporation shall allow the Agents to conduct all due diligence which they may reasonably require in order to fulfil their obligations as agents and, with respect to the Offering, in order to enable the Agents to responsibly execute the certificates required to be executed by them in the Prospectus Supplement or in any Supplementary Material. Without limiting the generality of the foregoing, the Corporation shall make available its directors, senior management and use its reasonable commercial efforts to make the Corporation's auditors and legal counsel and any other expert who prepared or certified a report, valuation, statement or opinion included, or incorporated by reference, in the Supplemented Prospectus to answer any questions which the Agents may have and to participate in one or more due diligence sessions to be held prior to the Closing Time (the "Due Diligence Session"). The Agents shall distribute a list of written questions to be answered in advance of such Due Diligence Session and the Corporation shall provide written responses to such questions in advance of such Due Diligence Session and shall use its reasonable commercial efforts to have the above-mentioned auditors and legal counsel provide written responses to such questions in advance of the Due Diligence Session.

(g) During the period of distribution of the Offered Units:

(i) the Corporation and Raymond James, on behalf of the Agents, shall approve in writing, prior to such time marketing materials are provided to potential investors, a template version of any marketing materials reasonably requested to be provided by the Agents to any such potential investor, such marketing materials to comply with Applicable Securities Laws. The Corporation shall file a template version of such marketing materials with the Securities Commissions as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and Raymond James, on behalf of the Agents, and in any event on or before the day the marketing materials are first provided to any potential investor of Offered Units, and such filing shall constitute the Agents' authority to use such marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template

version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. The Corporation shall prepare and file with the Securities Commissions a revised template version of any marketing materials provided to potential investors in Offered Units where required under Applicable Securities Laws; and

(ii) the Corporation, and the Agents, on a several basis (and not joint, nor joint and several), covenant and agree:

(A) not to provide any potential investor of Offered Units with any marketing materials unless a template version of such marketing materials has been filed by the Corporation with the Securities Commissions on or before the day such marketing materials are first provided to any potential investor of Offered Units;

(B) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Units or the Corporation other than: (a) such marketing materials that have been approved and filed in accordance with this Section 3(g); (b) the Supplemented Prospectus; and (c) any standard term sheets approved in writing by the Corporation and the Agents; and

(iii) that any marketing materials approved and filed in accordance with this Section 3(g) and any standard term sheets approved in writing by the Corporation and the Agents, shall only be provided to potential investors in the Qualifying Provinces.

(h) The Corporation shall take or cause to be taken all such other steps and proceedings, including fulfilling all legal, regulatory and other requirements, as required under Applicable Securities Laws to qualify the Offered Units for distribution to the public in the Qualifying Provinces.

(i) The parties acknowledge that the Offered Units, the Additional Units, and the Broker Warrants have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and may not be offered or sold to persons in the United States.

(j) The Corporation shall ensure that management of the Corporation will make themselves available to, and shall assist in the marketing of, the Offered Units at such times and in such manner as the Agents may reasonably request, including, without limitation, to participate in meetings with investors as reasonably requested by the Agents.

Section 4 Delivery of the Supplemented Prospectus and Related Documents

The Corporation shall deliver or cause to be delivered, without charge to the Agents and the Agents' counsel, the documents set out below at the respective times indicated:

(a) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of the Prospectus Supplement:

(i) copies of the Supplemented Prospectus signed as required by Applicable Securities Laws;
(ii) upon request by the Agents, copies of documents which have not previously been delivered to the Agents; and
(iii) a copy of any other document required to be filed by the Corporation under Applicable Securities Laws;

(b) as soon as they are available, copies of any Supplementary Materials signed as required by Applicable Securities Laws and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the Agents; and
(c) prior to the filing of the Prospectus Supplement with the Securities Commissions, a "comfort letter" from the Corporation's auditors, dated the date of the Prospectus Supplement, addressed to the Agents and reasonably satisfactory in form and substance to the Agents and the Agents' counsel, to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Supplemented Prospectus with indicated amounts in the financial statements or accounting records of the Corporation and have found such information and percentages to be in agreement, which comfort letter shall be based on the Corporation's auditors review having a cut-off date of not more than two Business Days prior to the date of the Prospectus Supplement.

Comfort letters similar to the foregoing shall be provided to the Agents with respect to any Supplementary Material and any other relevant document at the time the same is presented to the Agents for their signature or, if the Agents' signatures are not required, at the time the same is filed with the Securities Commissions. All such letters and opinions shall be in form and substance acceptable to the Agents and the Agents' counsel, acting reasonably.

The deliveries referred to in Section 4(a) and Section 4(b) shall also constitute the Corporation's consent to the use by the Agents and other members of the Selling Dealer Firms of the Supplemented Prospectus and any Supplementary Material in connection with the Offering.

Section 5 Prospectus Access

The Corporation shall promptly:

(a) after the Prospectus Supplement is filed, or within two Business Days before the date the document is filed, issue and file a press release in accordance with Part 6A of NI 44-102 in order to satisfy the requirements under Applicable Securities Laws to deliver, send and/or provide access to, as applicable, the Supplemented Prospectus in accordance with the procedures therein; and
(b) after any amendment to the Shelf Prospectus or the Prospectus Supplement, is filed, or within two Business Days before the date the document is filed, issue and file a press release in accordance with Part 6A of NI 44-102 in order to satisfy the requirements under Applicable Securities Laws to deliver, send and/or provide access to, as applicable, the Supplemented Prospectus in accordance with the procedures therein.

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Each of the Corporation and the Agents shall satisfy any request for electronic or paper copies of the Prospectus Supplement, any amendment to the Shelf Prospectus or the Prospectus Supplement, in accordance with the requirements of NI 44-102, without charge.

Section 6 Material Changes

(a) During the period of distribution of the Offered Units, the Corporation will promptly inform the Agents in writing of the full particulars of:

(i) any material change (actual, anticipated or threatened) in or affecting the business, operations, properties, results of operations, prospects, assets, capital, condition (financial or otherwise), or liabilities (absolute, accrued, contingent or otherwise) of the Corporation and its Subsidiaries (taken as a whole);

(ii) any change in any material fact contained or referred to in the Supplemented Prospectus; and

(iii) the occurrence or discovery of a material fact or event, which, in any such case, is, or may be, of such a nature as to:

(A) render the Supplemented Prospectus untrue, false or misleading in any material respect;

(B) result in a misrepresentation in the Supplemented Prospectus; or

provided that if the Corporation is uncertain as to whether a material change, change, occurrence or event of the nature referred to in this Section 6(a) has occurred or been discovered, the Corporation shall promptly inform the Agents of the full particulars of the occurrence giving rise to the uncertainty and shall consult with the Agents as to whether the occurrence is of such nature prior to making any filing referred to in Section 6(c).

(b) During the period of distribution of the Offered Units, the Corporation will promptly inform the Agents in writing of the full particulars of:

(i) any request of any Securities Commission, the TSX-V or Governmental Authority for any amendment to, or to suspend or prevent the use of, the Supplemented Prospectus or any other part of the Public Record or for any additional information;

(ii) the issuance by any Securities Commission, the TSX-V or Governmental Authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose; and

(iii) the receipt by the Corporation of any communication from any Securities Commission, the TSX-V or Governmental Authority relating to the Offering Documents or any other part of the Public Record or the distribution of the Offered Units.

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(c) The Corporation will promptly comply to the reasonable satisfaction of the Agents and the Agents' counsel with Applicable Securities Laws with respect to any material change, change, occurrence or event of the nature referred to in Section 6(a) or Section 6(b) above and the Corporation will prepare and file promptly at the Agents' request any Supplementary Material or an amendment to any other part of the Public Record as may be required under Applicable Securities Laws, provided that the Corporation shall have allowed the Agents and the Agents' counsel to participate fully in the preparation of any such Supplementary Material and to have reviewed any other documents incorporated by reference therein and conduct all due diligence investigations which the Agents may reasonably require in order to fulfill their obligations as Agents and, with respect to the Offering, in order to enable the Agents to responsibly execute the certificate required to be executed by them in, or in connection with, any Supplementary Material, such approval not to be unreasonably withheld and to be provided in a timely manner. The Corporation shall further promptly deliver to each of the Agents and the Agents' counsel a copy of each Supplementary Material as filed with the Securities Commissions, and of opinions and comfort letters with respect to each such Supplementary Material substantially similar to those referred to in Section 4.

(d) During the period of distribution of the Offered Units, the Corporation will promptly provide to the Agents, for review by the Agents and the Agents' counsel, prior to filing with the Securities Commissions:

(i) any financial statement of the Corporation, including the notes thereto and auditor's report thereon, if any, and management's discussion and analysis in respect thereof;

(ii) any proposed document, including, without limitation, any amendment to the Annual Information Form, new annual information form, material change report, business acquisition report, interim report or information circular, which may be incorporated, or deemed to be incorporated, by reference in the Supplemented Prospectus, or becomes part of the Public Record;

(iii) any press release of the Corporation; and

(iv) any Supplementary Materials.

Section 7 Corporation's Other Covenants

The Corporation agrees:

(a) that it will file all necessary forms and reports in connection with the issuance of the Offered Units hereunder with the appropriate Securities Commissions and other regulatory authorities in connection with the Offering;

(b) to use its reasonable commercial efforts to cause each of the directors and executive officers of the Corporation to enter into lock-up agreements to be executed concurrently with the closing of the Offering in a form satisfactory to the Corporation and the Agents, each acting reasonably, pursuant to which each such person agrees not to directly or indirectly, sell, transfer or pledge, or otherwise dispose of, any securities of the Corporation for a period of 90 days from the Closing Date, in each case without the prior written consent of Raymond James, such consent not to be unreasonably withheld or delayed, subject to

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certain exceptions. The definitive terms of such lock-up agreement shall be negotiated between the parties in good faith and contain customary provisions; and

(c) that it will use its reasonable commercial efforts to obtain, prior to the Closing Time, conditional approval from the TSX-V for the issuance of the Offered Units and Broker Warrants and the conditional listing approval and posting of the Unit Shares, the Warrants, the Warrant Shares and the Broker Warrant Shares for trading on the TSX-V, subject only to the filing of required documents which cannot reasonably be filed until after the Closing Time.

Section 8 Representations and Warranties of the Corporation

Each delivery of the Offering Documents constitutes and shall constitute a representation and warranty to the Agents by the Corporation (and the Corporation hereby acknowledges that each of the Agents is relying on such representations and warranties in entering into this Agreement) that:

(a) (i) all of the information and statements contained in the Offering Documents, as applicable, including, without limitation, the documents incorporated by reference therein, as the case may be:

(A) are at the respective dates of such documents, true and correct in all material respects;

(B) contain no misrepresentation;

(C) no material fact or information has been omitted from such document which is required to be stated therein or is necessary to make the statements or information contained therein not misleading in light of the circumstances in which they were made; and

(D) constitute full, true and plain disclosure of all material facts relating to the Corporation and the Offered Units;

(ii) the Supplemented Prospectus, or any Supplementary Material, as applicable, including, without limitation, the Documents, as the case may be, comply in all material respects with the Applicable Securities Laws, including without limitation NI 44-101 and NI 44-102; and

(iii) there has been no intervening material change (actual, proposed or prospective, whether financial or otherwise), from the respective dates of the Offering Documents to the time of delivery thereof, in the business, operations, revenues, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of operations, or ownership of the Corporation and its Subsidiaries.

(b) In addition to the representations and warranties contained in Section 8(a), the Corporation represents and warrants to the Agents, and acknowledges that each of the Agents is relying upon such representations and warranties in entering into this Agreement, that:

(i) the Corporation: (i) has been duly incorporated, amalgamated, continued or organized and is validly existing as a company in good standing under the laws of

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its jurisdiction of incorporation, amalgamation, continuation or organization, and has the corporate power, capacity and authority to own, lease and operate its property and assets, to conduct its business as now conducted and to carry out the provisions hereof; and (ii) where required, has been duly qualified as an extra-provincial or foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases property, or conducts any business except, in each case, where the failure to so qualify in any such jurisdiction would not, individually or in the aggregate, have a Material Adverse Effect;

(ii) other than Tribe Property Solutions Inc., Tribe Management Inc., R.D.C. Property Services Limited, DMSI Holdings Ltd., DMS Property Management Inc., DMS Management Solutions Inc., DMS Commercial Management Services Inc., Meritus Group Management Inc. and Ace Agencies Ltd., the Corporation has no other subsidiaries or affiliates (as such term is defined under Applicable Securities Laws);

(iii) other than the entities listed in Section 8(b)(ii), the Corporation has no investment in any person which could be material to the business and affairs of the Corporation. The Corporation is the direct or indirect registered and beneficial owner of all of the issued and outstanding shares of or other voting securities in each Subsidiary free and clear of all Encumbrances (other than related to security interests granted in connection with the Credit Facility and in connection with the promissory notes as described in the Financial Statements), and no person, firm, corporation or entity has any agreement, option, right or privilege (whether preemptive or contractual) capable of becoming an agreement or option, for the purchase from the Corporation or any Subsidiary of any of the shares or other securities of any Subsidiary;

(iv) each Subsidiary has been duly incorporated, amalgamated, continued or organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, amalgamation, continuation or organization and has the corporate power, capacity and authority to own, lease and operate its property and assets, to conduct its business as now conducted;

(v) the Corporation and its Subsidiaries and to the best of the Corporation's actual knowledge, any and all operations by Subsidiaries prior to acquisition by the Corporation: (i) have each conducted and have each been conducting their business in compliance, in all material respects, with all Laws of each jurisdiction in which its business is carried on or in which its services are provided and have not received a notice of non-compliance, nor knows of, nor has knowledge of, any facts that could give rise to a notice of non-compliance with any such Laws, (ii) are not in breach or violation of any judgment, order or decree of any Governmental Authority or court having jurisdiction over the Corporation or such Subsidiary, as applicable, and (iii) hold all, and are not in breach of any, Governmental Licences required to carry on its business as now conducted or as proposed to be conducted, except for Governmental Licences which would not, individually or in the aggregate, have a Material Adverse Effect;

(vi) neither the Corporation nor any Subsidiary has been served with or otherwise received notice of any legal proceeding, action, suit or inquiry or governmental

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proceedings and there are no legal proceedings, actions, suits, or inquiries or governmental proceedings (whether or not purportedly on behalf of the Corporation) pending to which the Corporation or any Subsidiary is a party or of which any property or assets of the Corporation or such Subsidiary is the subject which is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the consummation by the Corporation of the transactions contemplated by this Agreement, and, to the knowledge of the Corporation, no such proceedings, actions, suits or inquiries have been threatened or contemplated by any Governmental Authority or any other persons;

(vii) the Corporation owns no real property and any real property or building held under lease by the Corporation or any Subsidiary is held by it under valid and subsisting leases and/or temporary occupations enforceable against the respective lessors and/or owners thereof with the exclusive right to occupy and use such premises, subject to such exceptions as are not material, individually or in the aggregate, to the Corporation;

(viii) except in each case as disclosed in the Offering Documents, no property rights are necessary for the conduct of the business of the Corporation or any Subsidiary as disclosed in the Offering Documents, neither the Corporation nor any Subsidiary is aware of any claim or the basis for any claim that might or could adversely affect the right thereof to use, transfer or otherwise exploit such property rights once acquired and neither the Corporation nor any Subsidiary has any responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property rights thereof;

(ix) any and all of the agreements and other documents and instruments pursuant to which the Corporation or any Subsidiary hold the property and assets thereof are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof (except as may be qualified by the Qualification); neither the Corporation nor any Subsidiary is in default of any of the material provisions of any such agreements, documents or instruments nor, to the Corporation's knowledge, has any such default been alleged, and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated; all leases, licences and claims pursuant to which the Corporation and each Subsidiary derive the interests thereof in such property and assets are in good standing and there has been no material default under any such lease, licence or claim and all Taxes required to be paid with respect to such properties and assets to the date hereof have been paid;

(x) any and all operations of the Corporation and its Subsidiaries, and to the best of the Corporation's actual knowledge, any and all operations by Subsidiaries prior to acquisition by the Corporation, on or in respect of the assets and properties of the Corporation and its Subsidiaries have been conducted substantially in accordance with good industry practices in the jurisdiction of operation and in material compliance with Laws and orders, judgments, decrees and directions of Governmental Authorities and other competent authorities;

(xi) other than related the promissory notes as described in the Financial Statements and as disclosed to the Agents, no officer, director, employee or other person not

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dealing at arm's length with the Corporation or any Subsidiary, or to the knowledge of the Corporation, any associate or affiliate of any such person owns, has or is entitled to any royalty (or similar) interest or any other Encumbrances or claims of any nature whatsoever on the Corporation's or any Subsidiary's properties or assets or any revenue or rights attributable thereto;

(xii) to the best of the knowledge, information and belief of the Corporation, none of its directors or officers are subject to an order or ruling of any Governmental Authority prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange;

(xiii) subject to any conflicts of interest that a director may have from time to time in respect of his or her duties as a director of other corporations, to the knowledge of the Corporation, no officer, director or employee of the Corporation is subject to any limitations or restrictions on their activities or investments, including any non-competition provisions, that would in any way limit or restrict their involvement with the Corporation or the business affairs of the Corporation or its Subsidiaries;

(xiv) the Financial Statements:

(A) have been prepared in accordance with Applicable Securities Laws and IFRS, applied on a consistent basis throughout the periods referred to therein, except as otherwise disclosed therein;

(B) present fairly, in all material respects, the financial position and condition of the Corporation and its Subsidiaries (on a consolidated basis) as at the dates thereof and the results of its operations and the changes in its shareholder's equity and cash flows for the periods then ended, and do not contain a misrepresentation; and

(C) have been audited (in the case of the annual financial statements comprising the Financial Statements) or reviewed (in the case of the interim financial statements comprising the Financial Statements) by independent public accountants within the meaning of Applicable Securities Laws and the rules of the Chartered Professional Accountants of Canada;

(xv) the accountants who audited or reviewed (as the case may be) the Financial Statements are independent with respect to the Corporation within the meaning of Applicable Securities Laws and there has not been any "reportable event" (within the meaning of NI 51-102) with the current auditor of the Corporation during the past five financial years;

(xvi) the Corporation has established and maintains a system of disclosure controls and procedures and internal control over financial reporting, and has: (i) designed such disclosure controls and procedures, or caused them to be designed under management's supervision, to provide reasonable assurance that material information relating to the Corporation and its Subsidiaries is made known to management by others, particularly during the period in which the financial statements are being prepared; and (ii) designed such internal control over financial reporting, or caused it to be designed under management's supervision, to provide

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reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS;

(xvii) there are no material liabilities of the Corporation or any Subsidiary, whether direct, indirect, absolute, contingent or otherwise which are not disclosed or reflected in the Financial Statements, except for liabilities incurred in the ordinary course of business since March 31, 2025, and which liabilities would not, individually or in the aggregate, have a Material Adverse Effect;

(xviii) the audit committee's responsibilities and composition comply with National Instrument 52-110 - Audit Committees;

(xix) except as disclosed in the Offering Documents, none of the directors, executive officers or shareholders who beneficially own, directly or indirectly, or exercise control or direction over, more than 10% of the outstanding Common Shares or any known associate or affiliate of any such person, had or has any material interest, direct or indirect, in any transaction or any proposed transaction (including, without limitation, any loan made to or by any such person) with the Corporation or any Subsidiary which, as the case may be, materially affects or is material to the Corporation or any Subsidiary;

(xx) each of the Corporation and its Subsidiaries, and to the best of the Corporation's actual knowledge, any and all Subsidiaries prior to acquisition by the Corporation, have duly and on a timely basis filed all foreign, federal, state, provincial and municipal returns in respect of Taxes required to be filed by it with the proper Governmental Authority, has paid, collected, withheld and remitted all Taxes due and payable or required to be paid, collected, withheld and remitted by it and has paid all assessments and reassessments and all other Taxes due and payable by it and which were or are being claimed by any Governmental Authority to be due and owing; adequate provision has been made by the Corporation and its Subsidiaries for Taxes payable by them for any completed fiscal period for which Tax returns are not yet required to be filed; there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any return in respect of Taxes or payment of any Taxes or deficiency in respect of Taxes by the Corporation or its Subsidiaries; there are no actions, suits, proceedings, investigations or claims pending or, to the Corporation's knowledge, threatened against the Corporation or its Subsidiaries in respect of Taxes; and there are no matters under discussion with any Governmental Authority relating to Taxes of the Corporation or its Subsidiaries asserted by any such authority;

(xxi) the Corporation or its applicable Subsidiary owns, or has obtained valid and enforceable licences for, or other rights to use, the Intellectual Property including, for greater certainty, the Intellectual Property described in the Offering Documents; the Corporation has no knowledge that the Corporation or any Subsidiary lacks or will be unable to obtain any rights or licences to use all Intellectual Property necessary and material for the conduct of the business of the Corporation or such Subsidiary as described in the Offering Documents; no third parties have rights to any Intellectual Property of the Corporation or its Subsidiaries, except as disclosed in the Offering Documents or except for the ownership rights of the owners of the Licenced IP or except for any licences of use granted by the Corporation or its Subsidiaries therein; there is no pending or, to the

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Corporation's knowledge, threatened action, suit, proceeding or claim by others challenging the validity or enforceability of any Intellectual Property or the Corporation's or its Subsidiaries' rights in or to any Intellectual Property, the Corporation has no knowledge of any facts which form a reasonable basis for any such claim, and to the Corporation's knowledge, there has been no finding of unenforceability or invalidity of the Intellectual Property;

(xxii) other than Licenced IP, the Corporation or its Subsidiaries is the legal and beneficial owner of, has good and marketable title to, and owns all right, title and interest in and to all Intellectual Property free and clear of all Encumbrances (other than related to security interests granted in connection with the Credit Facility and in connection with the promissory notes as described in the Financial Statements) or adverse interests whatsoever, other than covenants, conditions, options to purchase and restrictions or other adverse claims of any kind or nature which could, individually or in the aggregate, have a Material Adverse Effect, and the Corporation has no knowledge of any claim of adverse ownership in respect thereof; other than the Licenced IP, no consent of any person is necessary to make, use, reproduce, licence, sell, modify, update, enhance or otherwise exploit any Intellectual Property and none of the Intellectual Property of the Corporation or its Subsidiaries comprises an improvement to Licenced IP that would give any person any rights to any such Intellectual Property, including, without limitation, rights to licence any such Intellectual Property;

(xxiii) there has been no material security breach or other compromise of or relating to any of the Corporation's or its Subsidiaries' information technology and computer systems, networks, hardware, software, data (including the data of its customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, "IT Systems and Data") and the Corporation has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii) each of the Corporation and its Subsidiaries is presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification; (iii) the Corporation has implemented and maintained commercially reasonable safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Corporation has implemented backup and disaster recovery technology consistent with industry standards and practices, except as would not, in the case of clause (i) or clause (ii), individually or in the aggregate, have a Material Adverse Effect;

(xxiv) the Corporation is a reporting issuer in the Qualifying Provinces, is not in default under the Applicable Securities Laws of those provinces and is not on the list of defaulting issuers maintained by the applicable Securities Commissions in those provinces. The Corporation will not at the Closing Time on the Closing Date or any Additional Closing Date, as the case may be, be in default under the Applicable Securities Laws of any of the Qualifying Provinces and will not be on the list of

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defaulting issuers maintained by any Securities Commission in the Qualifying Provinces;

(xxv) the Corporation is in compliance with its timely and continuous disclosure obligations under the Applicable Securities Laws of each of the Qualifying Provinces and the policies, rules and regulations of the TSX-V and, without limiting the generality of the foregoing, there has not occurred any material change (actual, anticipated, contemplated or threatened) in the business, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise), results of operations or control of the Corporation and its Subsidiaries which has not been set forth in the Public Record, and the Corporation has not filed any confidential material change report which remains confidential as at the date thereof;

(xxvi) all filings by the Corporation and its Subsidiaries pursuant to which it has received or is entitled to receive government incentives, have been made in accordance, in all material respects, with all applicable Laws and contain no misrepresentations of material fact or omit to state any material fact which could cause any amount previously paid to it or previously accrued on the accounts thereof to be recovered or disallowed;

(xxvii) to the Corporation's knowledge or as otherwise disclosed in the Offering Documents, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation;

(xxviii) subject to the solvency restrictions in the OBCA, the Corporation is not currently prohibited, directly or indirectly, from paying any dividends, from making any other distribution on the Common Shares or other securities, or from paying any interest or repaying any loans, advances or other indebtedness;

(xxix) the Corporation is authorized to issue an unlimited number of Common Shares, of which 37,242,963 Common Shares are issued and outstanding as of the date thereof, and all such issued Common Shares are validly issued and outstanding, and no person, firm or corporation has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option or privilege (whether pre-emptive or contractual), for the issue or allotment of any unissued shares in the capital of the Corporation or any other security convertible into or exchangeable for any such shares, or to require the Corporation to purchase, redeem or otherwise acquire any of the outstanding securities in the capital of the Corporation, other than pursuant to the Offering, 6,984,345 warrants to purchase an equal amount of Common Shares, 973,900 options to purchase an equal amount of Common Shares pursuant to the Corporation's stock option plan, 132,057 compensation options to purchase an equal amount of Common Shares and up to $400,000 of Common Shares pursuant to the terms of a share purchase agreement dated May 26, 2025 among the Corporation, Tribe Management Inc. and Bugra Holdings Ltd.

(xxx) each of the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates, the performance by the Corporation of its obligations hereunder and thereunder, including the offer, issue and sale of the Offered Units (including the Unit Shares and Warrants comprising the Offered

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Units), the issue of the Warrant Shares underlying the Warrants, the grant and issue of the Broker Warrants and the issue of the Broker Warrant Shares on exercise of the Broker Warrants, and the consummation of the transactions contemplated in this Agreement, the Warrant Indenture and the Broker Warrant Certificates, do not and will not:

(A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, and do not and will not create a state of facts which will result in a breach or violation of or constitute a default under, whether after notice or lapse of time or both, (i) any statute, rule, regulation or law applicable to the Corporation or and its Subsidiaries, including, without limitation, the Applicable Securities Laws, or any judgment, order or decree of any Governmental Authority or court having jurisdiction over the Corporation or its Subsidiaries; (ii) the constating documents or resolutions of the shareholders, directors or any committee of directors of the Corporation or its Subsidiaries; (iii) any material mortgage, note, indenture, Contract, agreement, joint venture, partnership, instrument, lease or other document to which the Corporation or its Subsidiaries is a party or by which it is bound; or (iv) any judgment, decree or order binding the Corporation, its Subsidiaries or any of their assets and properties;

(B) affect the rights, duties and obligations of any parties to any material indenture, agreement or instrument to which the Corporation or its Subsidiaries is a party, nor give a party the right to terminate any such indenture, agreement or instrument by virtue of the application of terms, provisions or conditions in such indenture, agreement or instrument; or

(C) require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except (i) those which have been obtained or those which may be required and shall be obtained prior to the Closing Time under Applicable Securities Laws or the rules of the TSX-V, and (ii) such post-Closing notice filings with Securities Commissions and the TSX-V as may be required in connection with the Offering;

(xxxi) the execution and delivery of this Agreement, the Warrant Indenture, and the Broker Warrant Certificates, and the performance of the transactions contemplated hereby and thereby (including the issuance, sale and delivery of the Offered Units, the grant of the Agents' Option, the grant and issue of the Broker Warrants, the issuance, sale and delivery of the Unit Shares and Warrants, and the allotment and reservation for the issue and delivery of the Warrant Shares and the Broker Warrant Shares) have been duly authorized by all necessary corporate action of the Corporation and this Agreement has been, and any certificate representing the Warrants and the Broker Warrant Certificates, will at the Closing Time or Additional Closing Time, as applicable, be, duly executed and delivered by the Corporation and constitutes and will at the Closing Time or Additional Closing Time, as applicable, constitute a legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement hereof may be limited by laws affecting creditors' rights generally, that specific performance and other equitable remedies may only be

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granted in the discretion of a court of competent jurisdiction and that the provisions relating to indemnity, contribution, severability and waiver of contribution may be limited under applicable Laws (the "Qualification");

(xxxii) except for this Agreement and the Corporation's acquisition-related agreements, neither the Corporation nor any of its Subsidiaries is party to or bound by any agreement of guarantee, indemnification (other than an indemnification of directors and officers in accordance with the by-laws of the Corporation and applicable Laws and other than indemnities in favour of the Corporation's lenders or similar agreements in the ordinary course of business) or any other like commitment of the obligations, liabilities (contingent or otherwise) of indebtedness of any other person;

(xxxiii) other than the Credit Facility, the promissory notes as described in the Financial Statements or as disclosed in the Prospectus Supplement, neither the Corporation nor any Subsidiary is party to or otherwise bound by any agreement, note, loan, bond, debenture, indenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability, which is material to the Corporation and its Subsidiaries (on a consolidated basis). Other than the promissory notes as described in the Financial Statements, neither the Corporation nor any Subsidiary has any material loans or other indebtedness made to or from any of its shareholders, officers, directors or employees, past or present, or any person not dealing at "arm's length" with the Corporation and such Subsidiary, as the case may be. Neither the Corporation nor any Subsidiary has made any material loans to or secured or guaranteed the obligations of any person other than the Corporation and its Subsidiaries.

(xxxiv) the Material Contracts are valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof. The Corporation and its Subsidiaries, as the case may be, have performed all material obligations (including payment obligations) in a timely manner or to the satisfaction of applicable counterparties under, anticipate being able to continue to perform all such obligations moving forward and are in material compliance with all terms, conditions and covenants contained in, the Material Contracts. The Corporation and its Subsidiaries are not in violation, breach or default nor have they received any notification from any party claiming that the Corporation or any Subsidiary is in breach, violation or default of any material term, condition or covenant contained in the Material Contracts and to the knowledge of the Corporation, no other party is in breach, violation or default of any material term, condition or covenant contained in the Material Contracts. The Corporation does not expect the Material Contracts or the relationship with the counterparties thereto to be terminated or adversely modified, amended or varied or adversely enforced against the Corporation or its Subsidiaries, as applicable. The carrying out of the business of the Corporation and its Subsidiaries as currently conducted and as proposed to be conducted does not result in a material violation or breach of or default under the Material Contracts.

(xxxv) as at the Closing time, the Corporation has the power, capacity and authority to offer, issue and sell the Offered Units including the Unit Shares and Warrants comprising the Offered Units, and to issue and sell the Warrant Shares underlying the Warrants;

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(xxxvi) as at the Closing Time, the Unit Shares and the Warrants have been duly created, authorized, allotted and reserved for issuance and, at the applicable Closing Time:

(A) the Unit Shares and, if applicable, the Unit Shares issued pursuant to the Additional Units will be duly and validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Corporation;

(B) the Warrants will be duly created in accordance with the provisions of the Warrant Indenture and validly issued and outstanding securities of the Corporation; and

(C) the Unit Shares and the Warrants will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Corporation;

(xxxvii) as at the Closing Time, the Warrant Shares have been duly authorized, allotted and reserved for issuance, and, upon the exercise of the Warrants in accordance with the provisions of the Warrant Indenture and payment of the exercise price therefor, will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Corporation. The Warrant Shares will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Corporation;

(xxxviii) as at the Closing Time, the Corporation will have the corporate power, capacity and authority to grant and issue the Broker Warrants and to issue the Brokers Warrant Shares on exercise thereof;

(xxxix) as at the Closing Time, the Brokers Warrant Shares issuable upon exercise of the Broker Warrants in accordance with the Broker Warrant Certificates have been duly authorized and reserved for issuance and:

(A) the Broker Warrants will be duly created in accordance with the Broker Warrant Certificates and validly issued and outstanding securities of the Corporation;

(B) upon exercise of the Broker Warrants in accordance with the Broker Warrant Certificates and payment of the exercise price therefor, the Brokers Warrant Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Corporation; and

(C) the Broker Warrants, and, if applicable, the Brokers Warrant Shares, will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Corporation;

(xl) the provisions of the Unit Shares, the Warrants and the Warrant Shares, the Brokers Warrants and the Broker Warrant Shares have the attributes and characteristics and conform in all material respects with the descriptions thereof contained in the Offering Documents including the Warrant Indenture and Broker Warrant Certificates, as applicable;

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(xli) to the knowledge of the Corporation, no insider of the Corporation has the present intention to sell any securities of the Corporation during the period of distribution of the Offered Units;

(xlii) the Common Shares are listed and posted for trading on the TSX-V and, prior to the Closing Time, all necessary notices and filings will have been made with and all necessary consents, approvals, authorizations will have been obtained by the Corporation from the TSX-V to ensure that the Unit Shares, the Warrant Shares and the Broker Warrant Shares will be listed and posted for trading on the TSX-V upon their issuance, subject only to the filing of required documents which cannot reasonably be filed until after the Closing Time;

(xliii) there is no legislation or governmental regulations in effect or, to the knowledge of the Corporation, proposed which materially and adversely affect the business, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations of the Corporation or its Subsidiaries;

(xliv) no action, approval, consent or vote on the part of the shareholders of the Corporation is or shall be necessary to consummate the transactions contemplated by this Agreement;

(xlv) except as disclosed in the Offering Documents, there are no third party consents required to be obtained in order for the Corporation to complete the Offering;

(xlvi) except for the Agents as provided herein, there is no person, firm or corporation acting for the Corporation entitled to any brokerage or finder's fee in connection with the Offering;

(xlvii) other than as disclosed to the Agents, the Corporation has filed all documents forming the Public Record on a timely basis. Other than as disclosed to the Agents, as of their respective dates, the documents forming the Public Record complied in all material respects with the requirements of the Applicable Securities Laws, and none of the documents forming the Public Record, when filed, contained any misrepresentation, which has not been corrected by the filing of a subsequent document which forms part of the Public Record;

(xlviii) the minute books or record books, as the case may be, of the Corporation and the Subsidiaries, and to the best of the Corporation's actual knowledge, the Subsidiaries prior to acquisition by the Corporation, contain full, true and correct copies of the constating documents of the Corporation and the Subsidiaries, respectively, and contain copies of all minutes of all meetings and all consent resolutions of the directors, committees of directors, shareholders and partners, as applicable, of the Corporation and the Subsidiaries and all such meetings were duly called and properly held and all consent resolutions were properly adopted, other than those minutes that have not been prepared or are in draft form;

(xlix) other than as disclosed in the Offering Documents, no material labour dispute with current and former employees of the Corporation and its Subsidiaries exists or, to the knowledge of the Corporation, is imminent;

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(l) the Corporation and its Subsidiaries is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged, and the Corporation has no reason to believe that it will not be able to renew the existing insurance coverage of the Corporation or its Subsidiaries 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, individually or in the aggregate, have a Material Adverse Effect;

(li) the Corporation and its Subsidiaries are in compliance, in all material respects, with all Laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages and has not and is not engaged in any unfair labour practice, there is no labour strike, dispute, slowdown, stoppage, complaint or grievance pending or, to the best of the knowledge of the Corporation after due inquiry, threatened against the Corporation or its Subsidiaries, no union representation question exists respecting the employees of the Corporation or its Subsidiaries and no collective bargaining agreement is in place or currently being negotiated by the Corporation or its Subsidiaries, neither the Corporation nor its Subsidiaries has received any notice of any unresolved matter and there are no outstanding orders under the Employment Standards Act (British Columbia), the Human Rights Code (British Columbia), the Occupational Health and Safety Act (British Columbia) or the Workers' Compensation Act (British Columbia) or any other similar legislation in any jurisdiction in which the Corporation or its Subsidiaries carries on business, and other than disclosed in the Public Record no employee has any agreement as to the length of notice required to terminate his or her employment with the Corporation or its Subsidiaries in excess of twelve months or equivalent compensation and all benefit or pension plans of the Corporation and its Subsidiaries are funded in accordance with Laws and no past service funding liability exist thereunder;

(lii) neither the Corporation nor its Subsidiaries nor, to the knowledge of the Corporation, any director, officer, agent, employee or representative of the Corporation or its Subsidiaries, is an individual or entity that is, or is owned or controlled by a person that is: (i) the subject of any sanctions administered or enforced by the U.S. government (including, without limitation, the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC") or the U.S. Department of State and including, without limitation, the designation as a "specially designated national" or "blocked person"), by the Office of the Superintendent of Financial Institutions in Canada, the United Nations Security Council, the European Union, Her Majesty's Treasury or other relevant sanctions authority having jurisdiction over the Corporation or its Subsidiaries (collectively, "Sanctions"); or (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan, the Crimean region and Syria);

(liii) the operations of the Corporation and its Subsidiaries have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements of applicable anti-money laundering statutes of jurisdictions where the Corporation and its Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable governmental

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agency having jurisdiction over the Corporation and its Subsidiaries (collectively, the "Anti-Money Laundering Laws"), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation or its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Corporation, threatened;

(liv) there are, and will be on the Closing Date, no persons with registration rights or other similar rights to have any securities of the Corporation registered or qualified for distribution pursuant to any Applicable Securities Laws, the U.S. Securities Act or the securities laws of any state thereof, or the laws, rules or regulations of any other country;

(lv) other than as disclosed to the Agents by the Corporation, each employee benefit plan that is maintained, administered or contributed to by the Corporation or its Subsidiaries for employees or former employees of the Corporation or its Subsidiaries has been maintained in compliance with its terms and the requirements of, and is in good standing under, Laws. Neither the Corporation nor its Subsidiaries has a defined benefit plan or defined pension plan. Neither the Corporation nor its Subsidiaries has any outstanding indebtedness or any liabilities or obligations, including any unfunded obligation, under any such employee benefit plan, whether accrued, absolute, contingent or otherwise;

(lvi) the forms and terms of the certificates representing the Common Shares have been approved and adopted by the board of directors of the Corporation and the form and terms of the certificate representing the Common Shares do not and will not conflict with any Laws or the rules of the TSX-V;

(lvii) TSX Trust Company, at its principal offices in Toronto, Ontario has been duly appointed as the registrar and transfer agent for the Common Shares;

(lviii) neither the Corporation nor its Subsidiaries or any affiliates thereof, nor any of their directors, officers, employees or agents, has made any bribe, payoff, influence payment, kickback or unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, or failed to disclose fully any contribution, in violation of any applicable Laws, or made any payment to any foreign, Canadian, United States or provincial or state governmental officer or official or other person charged with similar public or quasi-public duties, violated or is in violation of any provision of the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act of 1977, as amended, or any similar law, regulation or statute in any applicable jurisdictions;

(lix) since January 1, 2023, except as set forth in the Public Record, there has been no Material Adverse Effect (actual, contemplated or threatened) in the business, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations of the Corporation and its Subsidiaries (taken as a whole), and the business and assets of the Corporation and its Subsidiaries conform in all material respects to the descriptions thereof contained in the Offering Documents;

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(lx) the Corporation and its Subsidiaries are carrying on their business in material compliance with all Laws and governmental regulations or ordinances, in whole or in part, by the Corporation or its Subsidiaries are provided in material compliance with all Laws and meet industry specific standards set by all organizations which pertain to the business of the Corporation and its Subsidiaries;

(lxi) (i) the Corporation and its Subsidiaries possesses such permits, certificates, licences, approvals, registrations, qualifications, consents and other authorizations (collectively, "Governmental Licences") issued by the appropriate Governmental Authorities necessary to conduct the business now operated by it in all jurisdictions in which it carries on business that are material to the conduct of the business of the Corporation and its Subsidiaries (as such business is currently conducted; (ii) the Corporation and its Subsidiaries are in material compliance with the terms and conditions of all such Governmental Licences; (iii) all of such Governmental Licences are in good standing, valid and in full force and effect; (iv) neither the Corporation nor its Subsidiaries has received any notice of proceedings relating to the revocation, suspension, termination or modification of any such Governmental Licences, and there are no facts or circumstances, including without limitation facts or circumstances relating to the revocation, suspension, modification or termination of any Governmental Licences held by others, known to the Corporation, that could lead to the revocation, suspension, modification or termination of any such Governmental Licences if the subject of an unfavourable decision, ruling or finding, neither the Corporation nor its Subsidiaries is in default with respect to filings to be effected or conditions to be fulfilled in order to maintain such Governmental Licences in good standing; (vi) none of such Governmental Licences contains any term, provision, condition or limitation which has or would reasonably be expected to affect or restrict in any material respect the operations or the business of the Corporation or its Subsidiaries as now carried on or proposed to be carried on; and (vii) neither the Corporation nor its Subsidiaries has reason to believe that any party granting any such Governmental Licences is considering limiting, suspending, modifying, withdrawing or revoking the same in any material respect;

(lxii) all forward-looking information and statements of the Corporation contained in the Offering Documents, including any forecasts and estimates, expressions of opinion, intentions and expectations have been based on assumptions that are, in the opinion of the Corporation based on relevant information available to it at the time such assumptions were made, reasonable in the circumstances, and the Corporation has updated such forward-looking information and statements as required by and in compliance with Applicable Securities Laws;

(lxiii) the statistical, industry and market related data included in the Offering Documents are derived from sources which the Corporation reasonably believes to be accurate, reasonable and reliable, and such data agrees with the sources from which it was derived;

(lxiv) the Corporation has not withheld and will not withhold from the Agents prior to the Closing Time, any material facts relating to the Corporation, its Subsidiaries or the Offering;

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(lxv) (i) all information which has been prepared by the Corporation relating to the Corporation and its Subsidiaries and their businesses, properties and liabilities and provided or made available to the Agents, (ii) all financial, marketing, sales and operational information provided to the Agents, and (iii) all information contained in any filing by or on behalf of the Corporation with any Governmental Authority or stock exchange with respect to the Offering, including, without limitation, the Public Record and the marketing materials are, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading;

(lxvi) (i) the responses given by the Corporation and its officers at the Due Diligence Sessions, as they relate to matters of fact, have been and shall continue to be true and correct in all material respects as at the time such responses have been or are given, as the case may be, and such responses have not and shall not omit any fact or information necessary to make any of the responses not misleading in light of the circumstances in which such responses were given or shall be given, as the case may be; and (ii) where the responses reflect the opinion or view of the Corporation or its officers (including responses or portions of such responses which are forward-looking or otherwise relate to projections, forecasts, or estimates of future performance or results (operating, financial or otherwise)), such opinions or views have been and will be honestly held and believed to be reasonable at the time they are given;

(lxvii) the Corporation and its Subsidiaries are not insolvent (within the meaning of applicable Laws) and are able to pay their liabilities as they become due. As of date of this Agreement and after giving effect to the Offering, to the knowledge of the Corporation, the Corporation will have working capital and sources of funds sufficient to fund the operations of the Corporation and its Subsidiaries for at least 12 months from such date, subject to the qualifications contained in the Supplemented Prospectus;

(lxviii) the Corporation (i) has not made any significant acquisitions as such term is defined in Part 8 of NI 51-102 in its current financial year or prior financial years in respect of which historical and/or pro forma financial statements or other information would be required to be included or incorporated by reference into the Supplemented Prospectus and for which a business acquisition report has not been filed under NI 51-102, (ii) has not entered into any agreement or arrangement in respect of a transaction that would be a significant acquisition for purposes of Part 8 of NI 51-102, and (iii) there are no proposed acquisitions by the Corporation that have progressed to the state where a reasonable person would believe that the likelihood of the Corporation completing the acquisition is high and would be a significant acquisition for the purposes of Part 8 of NI 51-102 if completed as of the date of the Supplemented Prospectus;

(lxix) the Corporation has filed a current annual information form, the Annual Information Form, in the form prescribed by NI 51-102 in each of the Qualifying Provinces prior to the date of this Agreement; the Corporation is as of the date hereof an Eligible Issuer in the Qualifying Provinces and, on the dates of and upon filing of the Shelf Prospectus and the Prospectus Supplement, will be an Eligible Issuer in the Qualifying Provinces and there will be no documents required to be filed under the Applicable Securities Laws of the Qualifying Provinces in

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connection with the Offering of the Offered Units that will not have been filed as required as at those respective dates;

(1xx) other than as disclosed in the Financial Statements or the Supplemented Prospectus, neither the Corporation nor any of its Subsidiaries is party to any Swaps or arrangements for Swap; and

(lxxi) at the time of delivery thereof to the Agents:

(A) the Supplemented Prospectus and all Supplementary Material, if any, will, comply with the requirements of Applicable Securities Laws;

(B) the Supplemented Prospectus and all Supplementary Material, if any, will provide, full, true and plain disclosure of all material facts relating to the Corporation and its Subsidiaries and the Offered Units; and

Section 9 Agents' Obligations and Agents' Authority

The Agents' obligations under this Agreement will be several and not joint (and not joint and several), and the Agents' respective obligations and rights and benefits hereunder will be as to the following percentages:

Raymond James Ltd.	-	70.0%
Canaccord Genuity Corp.	-	15.0%
Ventum Financial Corp.	-	10.0%
Stifel Nicolaus Canada Inc.	-	5.0%

The Corporation will be entitled to and will act on any notice, request, direction, consent, waiver, extension and other communication given or agreement entered into by or on behalf of the Agents by Raymond James who will represent the Agents and have authority to bind the Agents hereunder, other than with respect to any of the matters contemplated by Section 10, Section 11 or Section 13, hereof. In all cases, Raymond James will consult with the other Agents prior to taking any action contemplated herein.

Section 10 Indemnification

(a) The Corporation shall indemnify and save each of the Agents, and each of their respective affiliates, and each of their respective directors, officers, employees and agents (collectively, the "Indemnified Persons" and individually an "Indemnified Person") harmless against and from all liabilities, claims, actions, suits, proceedings, demands, losses (other than losses of profit in connection with the distribution of the Offered Units), costs (including, without limitation, reasonable legal fees and disbursements on a full indemnity basis), damages and expenses to which an Indemnified Person may be subject or which an Indemnified Person may suffer or incur, whether under the provisions of any statute or otherwise in any way caused by, or arising directly or indirectly from or in consequence of:

(i) any information or statement contained in the Offering Documents or in any other document or material filed or delivered pursuant hereto (other than any information or statement relating solely to the Agents and furnished, in writing, to the

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Corporation by the Agents expressly for inclusion in the Offering Documents) which is or is alleged to be untrue or any omission or alleged omission to provide any information or state any fact (other than any information or fact relating solely to the Agents) the omission of which makes or is alleged to make any such information or statement untrue or misleading in light of the circumstances in which it was made;

(ii) any misrepresentation or alleged misrepresentation (except a misrepresentation which is based upon information relating solely to the Agents and furnished, in writing, to the Corporation by the Agents expressly for inclusion in the Offering Documents) contained in the Offering Documents;

(iii) any prohibition or restriction on trading in the securities of the Corporation or any prohibition or restriction affecting the distribution of the Offered Units or Common Shares imposed by any Governmental Authority if such prohibition or restriction is based on any misrepresentation or alleged misrepresentation of a kind referred to in Section 10(a)(ii);

(iv) any order made or any inquiry, investigation (whether formal or informal) or other proceeding commenced or threatened by any one or more Governmental Authority (not based upon the activities or the alleged activities of the Agents or their Selling Dealer Firms, if any) prohibiting, restricting, relating to or materially affecting the trading or distribution of the Offered Units; or

(v) any breach of, default under or non-compliance by the Corporation with any requirements of Applicable Securities Laws, or any representation, warranty, term or condition of this Agreement or in any certificate or other document delivered by or on behalf of the Corporation hereunder or pursuant hereto.

provided, however, no party who has engaged in any fraud, wilful misconduct, fraudulent misrepresentation or gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment) nor, the applicable Agent, if the Indemnified Person is an agent, affiliate director, officer, shareholder, or employee of such Agent and such Indemnified Person has engaged in any fraud, wilful misconduct, fraudulent misrepresentation or gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment) shall be entitled, to the extent that the liabilities, claims, losses, costs, damages or expenses were caused by such activity, to claim indemnification from any person who has not engaged in such fraud, wilful misconduct, fraudulent misrepresentation or gross negligence (provided that, for greater certainty, the foregoing shall not disentitle an Agent or Indemnified Person from claiming indemnification hereunder to the extent that the gross negligence, if any, relates to the Agent's failure to conduct adequate "due diligence"). In such case, the Indemnified Person shall promptly reimburse the Indemnifying Party any funds advanced to such Indemnified Person or fees and disbursements paid to such Indemnified Person's counsel pursuant to this indemnity and the indemnity provided for in this Section 10 shall cease to apply to such Indemnified Person.

(b) If any claim contemplated by Section 10(a) shall be asserted against any Indemnified Person in respect of which indemnification is or might reasonably be considered to be provided for in such Section, such Indemnified Person shall notify the Corporation (the "Indemnifying Party") (provided that failure to so notify the Indemnifying Party of the

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nature of such claim in a timely fashion shall relieve the Indemnifying Party of liability hereunder only if and to the extent that such failure materially prejudices the Indemnifying Party's ability to defend such claim) as soon as possible of the nature of such claim and the Indemnifying Party shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim, provided however, that the defence shall be through legal counsel selected by the Indemnifying Party and acceptable to the Indemnified Person, acting reasonably, and that no admission of liability or settlement may be made by the Indemnifying Party or the Indemnified Person without the prior written consent of the other, such consent not to be unreasonably withheld. The Indemnified Person shall have the right to retain separate counsel in any proceeding relating to a claim contemplated by Section 10(a) but the fees and expenses of such counsel shall be at the expense of the Indemnified Person, unless:

(i) the Indemnified Person has been advised by counsel that: (i) there may be a reasonable legal defense available to the Indemnified Person which is different from or additional to a defense available to an Indemnifying Party; and/or (ii) representation of the Indemnified Person and the Indemnifying Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (in which case the Indemnifying Party shall not have the right to assume the defense of such proceedings on the Indemnified Person's behalf);

(ii) the Indemnifying Party shall not have taken the defense of such proceedings and employed counsel within 30 days after notice has been given to the Indemnifying Party of commencement of such proceedings; or

(iii) the employment of such counsel has been authorized by the Indemnifying Party in connection with the defense of such proceedings,

and, in any such event, the reasonable fees and expenses of such Indemnified Person's counsel (on a solicitor and his own client basis) shall be paid by the Indemnifying Party, provided that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate law firm (in addition to any local counsel) for all such Indemnified Persons.

(c) The Indemnifying Party hereby waives its right to recover contribution from the Agents with respect to any liability of the Indemnifying Party by reason of or arising out of any misrepresentation in the Offering Documents or any other part of the Public Record; provided, however, that such waiver shall not apply in respect of liability caused or incurred by reason of any misrepresentation which is based upon information relating solely to the Agents contained in such document and furnished to the Corporation by the Agents in writing expressly for inclusion in the Offering Documents.

(d) If any legal proceedings shall be instituted against an Indemnifying Party in respect of the transactions contemplated by this Agreement and any Indemnified Person is required to testify, or respond to procedures designed to discover information, in connection with or by reason of the services performed by the Agents hereunder, the Indemnified Persons may employ their own legal counsel and the Indemnifying Parties shall pay and reimburse the Indemnified Persons for the reasonable fees, charges and disbursements (on a full indemnity basis) of such legal counsel, the other expenses reasonably incurred by the

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Indemnified Persons in connection with such proceedings or investigation and a fee at the normal per diem rate for any director, officer or employee of the Agents involved in the preparation for or attendance at such proceedings or investigation.

(e) The rights and remedies of the Indemnified Persons set forth in Section 10 and Section 11 hereof are to the fullest extent possible in law cumulative and not alternative and the election by any Agent or other Indemnified Person to exercise any such right or remedy shall not be, and shall not be deemed to be, a waiver of any other rights and remedies.

(f) The Indemnifying Party hereby acknowledges that the Agents are acting as agents for the Agents' respective agents, directors, officers, shareholders and employees under this Section 10 and under Section 11 with respect to all such agents, directors, officers, shareholders and employees.

(g) The Indemnifying Party waives any right it may have of first requiring an Indemnified Person to proceed against or enforce any other right, power, remedy or security or claim or to claim payment from any other person before claiming under this indemnity. It is not necessary for an Indemnified Person to incur expense or make payment before enforcing such indemnity.

(h) The rights of indemnity contained in this Section 10 shall not apply to an Indemnified Person if the Indemnifying Party has complied with the provisions of Section 3 and Section 4 and the person asserting any claim contemplated by this Section 10 was not provided with a copy of the Supplemented Prospectus or any amendment to the Supplemented Prospectus or other document which corrects any misrepresentation or alleged misrepresentation which is the basis of such claim and which was required, under Applicable Securities Laws to be delivered to such person by such Indemnified Person.

(i) If the Indemnifying Party has assumed the defense of any suit brought to enforce a claim hereunder, the Indemnified Person shall provide the Indemnifying Party with copies of all documents and information in its possession pertaining to the claim, take all reasonable actions necessary to preserve its rights to object to or defend against the claim, consult and reasonably cooperate with the Indemnifying Party in determining whether the claim and any legal proceeding resulting therefrom should be resisted, compromised or settled and reasonably cooperate and assist in any negotiations to compromise or settle, or in any defense of, a claim undertaken by the Indemnifying Party.

Section 11 Contribution

In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Agreement is due in accordance with its terms but is, for any reason, held by a court to be unavailable from the Indemnifying Party on grounds of policy or otherwise, the Indemnifying Party and the party or parties seeking indemnification shall contribute to the aggregate liabilities, claims, demands, losses (other than losses of profit in connection with the distribution of the Offered Units), costs (including, without limitation, legal fees and disbursements on a full indemnity basis), damages and expenses to which they may be subject or which they may suffer or incur:

(a) in such proportion as is appropriate to reflect the relative benefit received by the Indemnifying Party on the one hand, and by the Agents on the other hand, from the offering of the Offered Units; or

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(b) if the allocation provided by Section 11(a) above is not permitted by applicable Law, in such proportion as is appropriate to reflect not only the relative benefits referred to in Section 11(a) above but also to reflect the relative fault of the Agents on the one hand, and the Indemnifying Party, on the other hand, in connection with the statements, commissions or omissions or other matters which resulted in such liabilities, claims, demands, losses, costs, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Indemnifying Party, on the one hand, and the Agents, on the other hand, shall be deemed to be in the same proportion that the total proceeds of the Offering received by the Indemnifying Party (net of Agents' Fee, but before deducting expenses) bear to the fees received by the Agents. In the case of liability arising out of the Shelf Prospectus, the Prospectus Supplement, any Supplementary Material or any other part of the Public Record, the relative fault of the Indemnifying Party, on the one hand, and of the Agents, on the other hand, shall be determined by reference, among other things, to whether the misrepresentation or alleged misrepresentation, order, inquiry, investigation or other matter or thing referred to in Section 11 relates to information supplied or which ought to have been supplied by, or steps or actions taken or done on behalf of or which ought to have been taken or done on behalf of, the Indemnifying Party or the Agents and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such misrepresentation or alleged misrepresentation, order, inquiry, investigation or other matter or thing referred to in Section 11.

The amount paid or payable by an Indemnified Person as a result of liabilities, claims, actions, suits, proceedings, demands, losses (other than losses of profit in connection with the distribution of the Offered Units), costs, damages and expenses (or claims, actions, suits or proceedings in respect thereof) referred to above shall, without limitation, include any legal or other expenses reasonably incurred by the Indemnified Person in connection with investigating or defending such liabilities, claims, actions, suits, proceedings demands, losses, costs, damages and expenses (or claims, actions, suits or proceedings in respect thereof) whether or not resulting in any action, suit, proceeding or claim.

The Indemnifying Party and the Agents agree that it would not be just and equitable if contributions pursuant to this Agreement were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraphs. The rights to contribution provided in this Section 11 shall be in addition to, and without prejudice to, any other right to contribution which the Agents or other Indemnified Persons may have.

Any liability of an Agent under this Section 11 shall be limited to the Agents' Fee actually received by such Agent hereunder.

The obligations under Section 10 and Section 11 herein shall apply whether or not the transactions contemplated by this Agreement are completed and shall survive the completion of the transactions contemplated under this Agreement and the termination of this Agreement.

Section 12 Expenses

Whether or not the transactions herein contemplated shall be completed, except as hereinafter specifically provided, all expenses of or incidental to the authorization, creation, issue and sale of the Offered Units and all expenses of or incidental to all other matters in connection with the Offering including, without limitation: listing and filing fees, fees and expenses of the transfer agent and Warrant Agent, expenses payable in connection with the qualification of the Offered Units for distribution, the fees and expenses of counsel for the Corporation, all fees and expenses of local counsel, all fees and expenses of the auditors to the Corporation and to other entities or businesses in respect of which financial information is included in the Supplemented Prospectus, all costs incurred in connection with preparing, printing, and providing

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copies of the Offering Documents and certificates representing the Offered Units, the reasonable fees and disbursements of the Agents' Canadian legal counsel (subject to a maximum of $125,000, exclusive of disbursements and applicable taxes) and any reasonable out-of-pocket expenses of the Agents together with all related taxes (including, without limitation, provincial sales taxes, harmonized sales tax and GST) shall be borne by and for the account of the Corporation. All reasonable fees and expenses incurred by the Agents which are reimbursable hereunder shall be payable by the Corporation immediately upon receiving an invoice therefor from the Agents or as otherwise provided herein.

Section 13 Termination Rights

(a) In addition to any other rights or remedies available to the Agents, the Agents or any of them, may, without liability, terminate their obligations hereunder, by written notice to the Corporation, in the event that after the date hereof and at or prior to the Closing Time or the Additional Closing Time, as the case may be:

(i) any order to cease or suspend trading in any securities of the Corporation or prohibiting or restricting the distribution of any of the Offered Units or the Common Shares is made, or proceedings are announced, commenced or threatened for the making of any such order, by any Governmental Authority, and has not been rescinded, revoked or withdrawn;

(ii) any inquiry, action, suit, investigation or other proceeding, whether formal or informal, is instituted, announced or threatened or any order is made by any Governmental Authority in relation to the Corporation, which, in the sole opinion of any of the Agents, acting reasonably, operates to prevent, restrict, suspend, delay or materially impact the distribution or marketability of, or the trading in the Common Shares;

(iii) there should occur, be discovered by the Agents or be announced by the Corporation, any material change, a new material fact, undisclosed material fact or a change in any material fact in respect of the Corporation or its Subsidiaries (taken as a whole) which, in the sole opinion of any of the Agents, acting reasonably, has or could be expected to have a significant adverse effect on the market price or value of the Offered Units or Common Shares;

(iv) there should develop, occur or come into effect or existence, or be announced, any event, action, state, condition or occurrence of national or international consequence (including any natural catastrophe, act of war, terrorism or pandemic), or any Law, action, regulation or other occurrence of any nature whatsoever, which, in the sole opinion of any of the Agents, acting reasonably, seriously adversely affects or involves, or will seriously adversely affect or involve, the financial markets generally in Canada or the business, operations or affairs of the Corporation and its Subsidiaries (taken as a whole);

(v) the Corporation shall be in breach of or in default under or non-compliance with any covenant, term or condition of this Agreement, in any material respect, or any representation or warranty given by the Corporation in this Agreement becomes or is false in any material respect;

(vi) the due diligence investigations performed by the Agents reveal any previously undisclosed material information or fact, which, in the sole opinion of any of the

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Agents, acting reasonably, is adverse to the Corporation and its Subsidiaries (taken as a whole) or would be expected to materially adversely affect the market price or value of the Offered Units or the Common Shares; or

(vii) the state of the financial markets in Canada is such that, in the sole opinion of any of the Agents, acting reasonably, the Offered Units cannot be marketed profitably.

(b) The Agents, or any of them, may exercise any or all of the rights provided for in Section 13(a), Section 14 or Section 17 notwithstanding any material change, change, event or state of facts and notwithstanding any act or thing taken or done by the Agents or any inaction by the Agents, whether before or after the occurrence of any material change, change, event or state of facts including, without limitation, any act of the Agents related to the Offering or continued offering of the Offered Units for sale and any act taken by the Agents in connection with any amendment to the Supplemented Prospectus (including the execution of any amendment or any other Supplementary Material) and the Agents shall only be considered to have waived or be estopped from exercising or relying upon any of their rights under or pursuant to Section 13(a), Section 14 or Section 17 if such waiver or estoppel is in writing and specifically waives or estops such exercise or reliance. 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 the Agents only if the same is in writing and signed by them.

(c) Any termination pursuant to the terms of this Agreement shall be effected by notice in writing delivered to the Corporation, provided that no termination shall discharge or otherwise affect any obligation of the Corporation under Section 10, Section 11 or Section 17. The rights of the Agents to terminate their obligations hereunder are in addition to, and without prejudice to, any other rights or remedies they may have.

(d) If an Agent elects to terminate its obligation to sell the Offered Units as aforesaid, whether the reason for such termination is within or beyond the control of the Corporation, the liability of the Corporation hereunder with respect to such Agent shall be limited to the indemnity referred to in Section 10, contribution in Section 11 and the payment of expenses referred to in Section 12.

Section 14 Closing Documents

The obligations of the Agents hereunder in respect of the Offered Units shall be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time, true and correct in all material respects (except where qualified by any Material Adverse Effect or materiality qualifications, in all respects), the Corporation having performed, at the Closing Time, all of its obligations hereunder theretofore to be performed and the Agents receiving at the Closing Time:

(a) favourable legal opinions of the Corporation's counsel addressed to the Agents in form and substance reasonably satisfactory to the Agents, with respect to such matters as the Agents may reasonably request relating to the Offering, including, without limitation, the matters set forth in Schedule A hereto in respect of the Offering and as to all other legal matters, including compliance with Applicable Securities Laws in any way connected with the issuance, sale and delivery of the Offered Units as the Agents may reasonably request.

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It is understood that the respective counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the Laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Corporation and the transfer agent as to relevant matters of fact;

(b) a certificate of the Corporation dated the Closing Date addressed to the Agents and signed on behalf of the Corporation by the Chief Executive Officer and such other officer or director of the Corporation satisfactory to the Agents, acting reasonably, certifying that:

(i) the Corporation has complied with and satisfied all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time;

(ii) the representations and warranties of the Corporation set forth in this Agreement are true and correct in all material respects (except where qualified by any Material Adverse Effect or materiality qualifications, in all respects) at the Closing Time, as if made at such time (and, with respect to the representations and warranties contemplated by Section 8(a), as if the Supplemented Prospectus was delivered to the Agents at the Closing Time);

(iii) no event of a nature referred to in Section 6(a) or Section 6(b), or to the knowledge of such officer, Section 13(a)(i), (ii) or (iii), has occurred or to the knowledge of such officer is pending, contemplated or threatened; and

(iv) with respect to such other matters as the Agents may reasonably request;

(c) a comfort letter of the Corporation's auditors and those other auditors required to provide a "comfort letter" pursuant to Section 4(c) addressed to the Agents and dated the Closing Date, satisfactory in form and substance to the Agents, acting reasonably, bringing the information contained in the comfort letter or letters referred to in Section 4(c) up to the Closing Time, which comfort letter shall be based on the Corporation's auditors' review having a cut-off date of not more than two Business Days prior to the Closing Date;

(d) evidence satisfactory to the Agents, including copies of correspondence, that the Corporation has obtained conditional approval from the TSX-V for the issuance of the Offered Units and Broker Warrants and the conditional listing approval and posting of the Unit Shares, the Warrants, the Warrant Shares and the Broker Warrant Shares for trading on the TSX-V, subject only to the filing of required documents which cannot reasonably be filed until after the Closing Time;

(e) the executed lock-up agreements, in favour of the Agents, obtained from the directors and executive officers of the Corporation in a form satisfactory to the Agents, on behalf of the Agents pursuant to Section 7(a);

(f) the Warrant Indenture shall have been entered into in form and substance satisfactory to the Agents and the Agents' counsel, each acting reasonably; and

(g) such other certificates and documents as the Agents may request, acting reasonably.

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Section 15 Deliveries

(a) The sale of the Offered Units shall be completed at the Closing Time electronically or at the offices of the Corporation's counsel in Vancouver, British Columbia or at such other place or by such other means as the Corporation and the Agents may agree. Subject to the conditions set forth in Section 14, the Agents, on the Closing Date, shall deliver to the Corporation by wire transfer or such other means as the Corporation and the Agents may agree, the Offering Price per Offered Unit sold hereunder (except any Offered Units settled directly with the Corporation) against delivery by the Corporation of:

(i) the opinions, certificates and documents referred to in Section 14;

(ii) definitive certificates representing, in the aggregate, all of the Offered Units in respect of the Offering registered in the name of "CDS & Co." or in such name or names as the Agents shall notify the Corporation in writing not less than 24 hours prior to the Closing Time;

(iii) payment to Raymond James, on behalf of the Agents, by wire transfer or bank draft, or such other means as the Corporation and Agents may agree, of the Agents' Fee payable to the Agents pursuant to Section 2 and the expenses payable to the Agents pursuant to Section 12; and

(iv) delivery to Raymond James, on behalf of the Agents, of Broker Warrant Certificates representing, in the aggregate, all of the Broker Warrants issuable to the Agents pursuant to Section 2.

(b) The sale of the Additional Units shall be completed electronically or at the offices of the Corporation's counsel in Vancouver, British Columbia or at such other place or by such other means as the Corporation and the Agents may agree on the date (the "Additional Closing Date") and at the time (the "Additional Closing Time") specified by the Agents in the written notice given by the Agents pursuant to their election to offer and sell such Additional Units (provided that in no event shall such time be earlier than the Closing Time or earlier than two (2) or later than ten (10) Business Days after the date of the written notice of the Agents to the Corporation in respect of the sale of the Additional Units), or at such other time and date as the Agents and the Corporation may agree upon in writing. Subject to the conditions set forth in Section 14, the Agents, on the Additional Closing Date, shall deliver to the Corporation by wire transfer or such other means as the Corporation and the Agents may agree, the Offering Price per Additional Unit sold by the Agents pursuant to the exercise of the Agents' Option, against delivery by the Corporation of:

(i) the opinions, certificates and documents referred to in Section 14;

(ii) definitive certificates representing, in the aggregate, all of the Additional Units sold by the Agents pursuant to the exercise of the Agents' Option registered in the name of "CDS & Co." or in such name or names as the Agents shall notify the Corporation in writing not less than 24 hours prior to the Additional Closing Time;

(iii) payment to Raymond James, on behalf of the Agents, by wire transfer or bank draft, or such other means as the Corporation and Agents may agree, of the Agents' Fee payable pursuant to Section 2 and the expenses payable to the Agents pursuant

37 -

to Section 12 in respect of the Additional Units sold by the Agents pursuant to the exercise of the Agents' Option; and

(iv) delivery to Raymond James, on behalf of the Agents, of Broker Warrant Certificates representing, in the aggregate, all of the Broker Warrants issuable to the Agents pursuant to the exercise of the Agents' Option in accordance with Section 2.

Whether or not specifically contemplated in this Agreement, all provisions of this Agreement shall apply in the same manner and upon the same terms and conditions in respect of any Additional Units as would apply to the Offered Units issued and sold pursuant to this Agreement, and any steps to be taken or conditions to be satisfied at the Additional Closing Time shall be the same as those steps to be taken or conditions to be satisfied at Closing Time.

(c) If the Agents request the Corporation to issue all or part of the Offered Units in a non-certificated form of security in accordance with the rules and procedures of The Canadian Depository for Securities Limited ("CDS"), then, as an alternative to the Corporation delivering to the Agents definitive certificates representing the Offered Units in the manner and at the times set forth in this Section 15:

(i) the Agents will provide a direction to CDS with respect to the crediting of the Offered Units to the accounts of the participants of CDS as shall be designated by the Agents in writing in sufficient time prior to the Closing Date to permit such crediting; and

(ii) the Corporation shall cause TSX Trust Company, as registrar and transfer agent of the Offered Units, to electronically deposit to CDS, on behalf of the Agents, the Offered Units to be purchased hereunder registered in the name of "CDS & Co." as the nominee of CDS, to be held by CDS as non-certificated inventory in accordance with the rules and procedures of CDS.

Section 16 Notices

(a) Any notice or other communication to be given hereunder shall, in the case of notice to be given to the Corporation, be addressed to:

Tribe Property Technologies Inc.
Suite 1606, 1166 Alberni Street
Vancouver, British Columbia, V6E 3Z3, Canada

Attention: Joseph Nakhla, Chief Executive Officer
Email: [email protected]

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

Cassels, Brock & Blackwell LLP
Suite 2200, RBC Place
885 West Georgia Street
Vancouver, British Columbia, V6C 3E8

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Attention: Sam Chapman
Email: [email protected]

and, in the case of notice to be given to the Agents, be addressed to:

Raymond James Ltd.
Suite 4250, 525 – 8th Avenue S.W.
Calgary, Alberta T2P 1G1

Attention: Kelly Hughes, Managing Director
Email: [email protected]

Canaccord Genuity Corp.
The Stack, 1133 Melville Street
Suite 2400, Vancouver, BC, V6E 4ES

Attention: Gord Chan
Email: [email protected]

Ventum Financial Corp.
181 Bay Street, Suite 2500
Toronto, Ontario, M5J 2T3

Attention: Christine Young
Email: [email protected]

Stifel Nicolaus Canada Inc.
161 Bay St. Suite 3800
Toronto, Ontario, M5J 1C4,

Attention: Petar Zelic
Email: [email protected]

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

Burnet, Duckworth & Palmer LLP
Suite 2400, 525 – 8th Avenue S.W.
Calgary, Alberta T2P 1G1

Attention: Syd S. Abougoush
E-mail: [email protected]

or to such other address as the party may designate by notice given to the others.
Each communication shall be personally delivered to the addressee or sent by
email transmission to the addressee; and

(b) a communication which is personally delivered or sent by email transmission shall, if delivered or sent before 4:00 p.m. (local time at the place of delivery or transmission) 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.

39 -

Section 17 Conditions

All terms, covenants and conditions of this Agreement to be performed by the Corporation shall be construed as conditions, and any breach or failure to comply with any material terms and conditions which are for the benefit of the Agents shall entitle any of the Agents to terminate its obligations to purchase the Offered Units, by written notice to that effect given to the Corporation prior to the Closing Time. The Agents may waive in whole or in part any breach of, default under or non-compliance with any representation, warranty, term or condition thereof, or extend the time for compliance therewith, without prejudice to any of their rights in respect of any other representation, warranty, term or condition thereof or any other breach of, default under or non-compliance with any other representation, warranty, term or condition thereof, provided that any such waiver or extension shall be binding on an Agent only if the same is in writing and signed by such Agent.

Section 18 Survival of Representations and Warranties

All representations, warranties, obligations, terms and conditions herein (including, without limitation, those contained in Section 8) or contained in certificates or documents submitted pursuant to or in connection with the transactions contemplated herein shall survive the payment by the Agents for the Offered Units and the termination of this Agreement and the distribution of the Offered Units pursuant to the Supplemented Prospectus and shall continue in full force and effect for the benefit of the Agents regardless of any investigation by or on behalf of the Agents with respect thereto for a period of time until which a purchaser under the Offering may be entitled to commence an action, or exercise a right of rescission, with respect to a misrepresentation contained in the Offering Documents pursuant to Applicable Securities Laws.

Section 19 Agents' Covenants

(a) Each of the Agents severally and not jointly, nor jointly and severally, covenants and agrees with the Corporation that it will:

(i) conduct activities in connection with the proposed offer and sale of the Offered Units in compliance with all Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Firms established in connection with the distribution of the Offered Units;

(ii) not solicit subscriptions for the Offered Units, trade in Offered Units or otherwise do any act in furtherance of a trade of Offered Units in any jurisdictions outside of the Qualifying Provinces, or in other jurisdictions outside of Canada, provided that such sales are made in accordance with Applicable Securities Laws of such jurisdictions, do not subject the Corporation (or any of its directors, officers or employees) to any requirement to register, complete or obtain filings or approvals or to any inquiry, investigation or proceeding by any regulatory authority in such other jurisdictions;

(iii) as soon as reasonably practicable after the Closing Date, but not later than 30 days following the Closing Date, provide the Corporation with a breakdown of the number of Offered Units sold in each of the Qualifying Provinces and, upon completion of the distribution of the Offered Units, provide to the Corporation, the Securities Commissions and the TSX-V notice to that effect;

40 -

(iv) not solicit offers to purchase or sell the Offered Units or otherwise conduct activities so as to require registration of the Offered Units or the filing of a prospectus, registration statement or other notice or document with respect to the distribution of the Offered Units under the Laws of any jurisdiction;

(v) only solicit subscriptions for Offered Units and sell the Offered Units on in accordance with the terms and conditions of this Agreement and in compliance with Applicable Securities Law, in those jurisdictions where they may be lawfully offered for sale or sold; and

(vi) the Agents will remain until the completion of the Offering, appropriately registered under Applicable Securities Laws so as to permit it to lawfully fulfil its obligations hereunder.

(b) For the purposes of this Section 19, the Agents shall be entitled to assume that the Offered Units may be lawfully offered for sale and sold in the Qualifying Provinces if the Prospectus Supplement has been filed with by the Securities Commissions, provided the Agents do not have actual knowledge, and have not been notified in writing by the Corporation, of any circumstances that would legally prohibit such distribution.

(c) No Agent will be liable to the Corporation under this Section 19 with respect to a default by the other Agent or any member of the Selling Dealer Firms but will be liable to the Corporation only for its own default.

Section 20 Severance

If one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein.

Section 21 Future Issuances

The Corporation not, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation for a period beginning on the date thereof and ending 90 days after the Closing Date, without the prior written consent of Raymond James, such consent not to be unreasonably withheld, except in conjunction with: (i) this Agreement; (ii) the grant of stock options or other equity based compensation in the normal course pursuant to any stock option plans of the Corporation provided such options are granted with an exercise price not less than the Offering Price; (iii) the issuance of securities of the Corporation upon the conversion, exercise, vesting or exchange of convertible, exercisable or exchangeable securities existing on the date thereof; (iv) upon exercise of stock options granted in accordance with (ii) above or in connection with the Offering (including the exercise of the Warrants and the Broker Warrants), including for greater certainty the sale of any securities issued thereunder; (v) the issuance of securities of the Corporation pursuant to any contractual commitment of the Corporation existing on the date thereof (including in connection with the acquisition of Ace Agencies Ltd.); (vi) any obligations in respect of existing agreements, including the issuance of securities of the Corporation to settle debt owing by the Corporation or any Subsidiary of the Corporation;

41 -

or (vii) the issuance of securities of the Corporation in connection with an arm's length acquisition of assets or securities of a company.

Section 22 Relationship Between the Corporation and the Agents

(a) The Corporation hereby acknowledges that: (i) the offer and sale of the Offered Units pursuant to this Agreement is an arm's-length commercial transaction between the Corporation, on the one hand, and each of the Agents and any affiliates through which it may be acting, on the other; (ii) each of the Agents is acting as principal and not as an agent or fiduciary of the Corporation; and (iii) the Corporation's engagement of each of the Agents in connection with the Offering and the process leading up to the Offering is as independent contractors and not in any other capacity. Furthermore, the Corporation agrees that it is solely responsible for making its own judgements in connection with the Offering (irrespective of whether any of the Agents has advised or is currently advising the Corporation on related or other matters). The Corporation agrees that it will not claim that the Agents owe an agency, fiduciary or similar duty to the Corporation, in connection with such transaction or the process leading thereto.

(b) The Corporation: (i) acknowledges and agrees that the Agents have certain statutory obligations as registrants under Applicable Securities Laws and have relationships with their clients; and (ii) consents to the Agents acting hereunder while continuing to act for their clients. To the extent that the Agents' statutory obligations as registrants under Applicable Securities Laws or relationships with their clients conflicts with their obligations hereunder, the Agents shall be entitled to fulfil their statutory obligations as registrants under Applicable Securities Laws and their duties to their clients. Nothing in this Agreement shall be interpreted to prevent the Agents from fulfilling their statutory obligations as registrants under Applicable Securities Laws or to act for their clients.

Section 23 Stabilization

In connection with the distribution of the Offered Units, the Agents may effect transactions which stabilize or maintain the market price of the Common Shares or Offered Units at levels other than those which might otherwise prevail in the open market, but in each case only as permitted by applicable Law. Such stabilizing transactions, if any, may be discontinued at any time.

Section 24 Governing Law

This Agreement shall be governed by and construed in accordance with the Laws of the Province of British Columbia and the Laws of Canada applicable therein. Each of the Corporation and the Agents hereby attorn to the non-exclusive jurisdiction of the courts of the Province of British Columbia.

Section 25 Time of the Essence

Time shall be of the essence of this Agreement.

Section 26 Counterpart Execution

This Agreement may be executed in one or more counterparts each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement. Delivery of counterparts may be effected by facsimile or other form of electronic transmission.

42 -

Section 27 Further Assurances

Each party to this Agreement covenants and agrees that, from time to time, it will, at the request of the requesting party, execute and deliver all such documents and do all such other acts and things as any party hereto, acting reasonably, may from time to time request be executed or done in order to better evidence or perfect or effectuate any provision of this Agreement or of any agreement or other document executed pursuant to this Agreement or any of the respective obligations intended to be created hereby or thereby.

Section 28 Use of Proceeds

The Corporation hereby covenants and agrees to use the net proceeds of the sale of the Offered Units hereunder in accordance with the disclosure in the Supplemented Prospectus.

Section 29 Entire Agreement

It is understood that the terms and conditions of this Agreement and its schedules supersede any previous verbal or written agreement between all and any of the Agents and the Corporation with respect to the Offering.

[Remainder of page intentionally left blank.]

43 -

If the foregoing is in accordance with your understanding and is agreed to by you, please confirm your acceptance by signing the enclosed copies of this Agreement at the place indicated and by returning the same to the Agents.

RAYMOND JAMES LTD.

Per: /s/ “Kelly Hughes”

Name: Kelly Hughes

Title: Managing Director, Investment Banking

CANACCORD GENUITY CORP.

Per: /s/ “Gord Chan”

Name: Gord Chan

Title: Managing Director, Head of Retail Syndication

VENTUM FINANCIAL CORP.

Per: /s/ “Christine Young”

Name: Christine Young

Title: Managing Director, Head of Origination

STIFEL NICOLAUS CANADA INC.

Per: /s/ “Petar Zelic”

Name: Petar Zelic

Title: Managing Director, Investment Banking

ACCEPTED AND AGREED to effective as of the date first written above.

TRIBE PROPERTY TECHNOLOGIES INC.

Per: /s/ “Joseph Nakhla”

Name: Joseph Nakhla

Title: Chief Executive Officer

SCHEDULE A

OFFERING OPINIONS

each of the Corporation and each Subsidiary have the capacity and power to own and lease its properties and assets and to conduct its business as described in the Supplemented Prospectus;
each of the Corporation and each Subsidiary are duly incorporated, validly subsisting and has all requisite power and authority to carry on its business as now conducted by it and to own its properties and assets and is qualified to carry on business under the Laws of the jurisdictions where it carries on a material portion of its business;
the Corporation is the direct or indirect registered and/or beneficial holder of all issued and outstanding securities of each Subsidiary;
the Corporation has all necessary corporate power and authority to enter into this Agreement, the Warrant Indenture and the Broker Warrant Certificates and to perform its obligations set out herein and therein, and this Agreement, the Warrant Indenture and the Broker Warrant Certificates have been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its respective terms subject to Laws relating to creditors' rights generally and except that rights to indemnity and contribution may be limited or unavailable by applicable Law;
the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfillment of the terms hereof and thereof by the Corporation, and the performance of and compliance with the terms of this Agreement, the Warrant Indenture and the Broker Warrant Certificates by the Corporation do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, (i) any applicable Laws, (ii) any term or provision of the constating documents, by-laws, or of which counsel is aware resolutions of the directors or shareholders, of the Corporation, (iii) of which counsel is aware, any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which any of the Corporation is a party or by which it is bound, or (iv) any judgment, decree, order, statute, rule or regulation applicable to the Corporation;
the forms of the definitive certificates representing the Common Shares and Warrants, have been approved and adopted by the Corporation and comply with all legal requirements relating thereto;
the Corporation has the corporate power and capacity to: (i) issue and sell the Unit Shares; (ii) create, issue and sell the Warrants and issue the Warrant Shares issuable upon the exercise of the Warrants in accordance with their terms; (iii) grant the Agents' Option; (iv) grant and issue the Broker Warrants; and (v) issue the Broker Warrant Shares upon the exercise of the Broker Warrants in accordance with their terms;
the attributes of the Offered Units and the Unit Shares, Warrants, Warrant Shares, Broker Warrants and Broker Warrant Shares conform in all material respects with the description thereof contained in the Supplemented Prospectus;
upon full payment therefor, the Unit Shares will have been validly issued as fully-paid and non-assessable Common Shares;

upon full payment therefor, the Warrants will have been validly created and issued;
the Warrant Shares have been authorized and allotted for issuance and, upon the issuance of the Warrant Shares following due exercise of the Warrants in accordance with the terms of the Warrant Indenture, including, without limitation, payment in full of the exercise price, the Warrant Shares will be validly issued as fully-paid and non-assessable Common Shares;
the Broker Warrants have been validly created and issued;
the Broker Warrant Shares have been authorized and allowed for issuance and, upon the issuance of the Broker Warrant Shares following due exercise of the Broker Warrants in accordance with the terms of the Broker Warrants Certificates, including, without limitation, payment in full of the exercise price, the Broker Warrant Shares will be validly issued as fully-paid and non-assessable Common Shares;
the form of warrant certificate in respect of the Warrants and Broker Warrant Certificates have been approved by the directors of the Corporation and complies in all material respects with the OBCA, the constating documents of the Corporation and the rules of the TSX-V;
the statements set out in the Prospectus Supplement under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" fairly summarize, in all material respects, the matters described therein, subject to the limitations, qualifications, assumptions and exceptions stated or referred to therein;
the Corporation is a "reporting issuer" not in default of any requirement of the Securities Act (British Columbia) and the regulations thereunder and has a similar status under the Applicable Securities Laws;
the Corporation has the necessary power and authority to execute and deliver the Supplemented Prospectus and all necessary action has been taken by the Corporation to authorize the delivery by it of the Supplemented Prospectus and the filing thereof, as the case may be, in each of the Qualifying Provinces in accordance with Applicable Securities Laws;
all requisite documents have been field, all necessary proceedings have been taken, all necessary approvals, authorizations or consents of the Governmental Authorities in each of the Qualifying Provinces have been obtained, and all necessary legal requirements have been fulfilled, in each case by the Corporation under Applicable Securities Laws to qualify the distribution of the securities comprising the Offered Units through persons duly registered under Applicable Securities Laws and who have complied with the relevant provisions of such Applicable Securities Laws and the terms of their registration and to qualify the distribution of the Broker Warrants to the Agents' in the Qualifying Provinces;
the issuance by the Corporation of (i) the Warrant Shares upon due exercise of the Warrants; and (ii) the Broker Warrant Shares upon due exercise of the Broker Warrants is exempt from the prospectus requirements of Applicable Securities Laws and no prospectus or other documents are required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained under Applicable Securities Laws in connection therewith;
the first trade by a holder of Warrant Shares and Broker Warrant Shares will not be subject to the prospectus requirements of Applicable Securities Laws and no filing, proceeding, approval, consent or authorization under Applicable Securities Laws will be required to permit the trading of such

A-2

securities in the Qualifying Provinces, provided that the trade is not a "control distribution" as such term is defined in NI 45-102 and the Corporation is a reporting issuer at the time of the trade;

the Unit Shares, Warrants, Warrant Shares and Broker Warrant Shares are conditionally listed and, upon notification to the TSX-V of the issuance and sale thereof and fulfillment of the conditions of the TSX-V, will be posted for trading on the TSX-V;
TSX Trust Company, at its principal office in Vancouver, British Columbia has been duly appointed by the Corporation as: (i) the transfer agent and registrar for the Common Shares and (ii) the warrant agent under the Warrant Indenture;
the authorized and issued capital of the Corporation is as set forth in such opinions,

and as to all other legal matters, including compliance with Applicable Securities Laws in any way connected with the issuance, sale and delivery of the Offered Units as the Agents may reasonably request.

A-3

AI assistant

Tribe Property Technologies Capital/Financing Update 2025

47530_rns_2025-06-30_5c5c5406-5e1b-424d-888b-41c527f5c5b9.pdf

AGENCY AGREEMENT

Section 1 Definitions and Interpretation

Section 2 Agents' Compensation

Section 3 Qualification for Sale

Section 4 Delivery of the Supplemented Prospectus and Related Documents

Section 5 Prospectus Access

Section 6 Material Changes

Section 7 Corporation's Other Covenants

Section 8 Representations and Warranties of the Corporation

Section 9 Agents' Obligations and Agents' Authority

Section 10 Indemnification

Section 11 Contribution

Section 12 Expenses

Section 13 Termination Rights

Section 14 Closing Documents

Section 16 Notices

Section 20 Severance

Section 21 Future Issuances

Section 22 Relationship Between the Corporation and the Agents

Section 23 Stabilization

Section 24 Governing Law

Section 25 Time of the Essence

Section 26 Counterpart Execution

RAYMOND JAMES LTD.

CANACCORD GENUITY CORP.

VENTUM FINANCIAL CORP.

STIFEL NICOLAUS CANADA INC.

TRIBE PROPERTY TECHNOLOGIES INC.

SCHEDULE A

OFFERING OPINIONS

AI assistant

Tribe Property Technologies — Capital/Financing Update 2025

47530_rns_2025-06-30_5c5c5406-5e1b-424d-888b-41c527f5c5b9.pdf

AGENCY AGREEMENT

Section 1 Definitions and Interpretation

Section 2 Agents' Compensation

Section 3 Qualification for Sale

Section 4 Delivery of the Supplemented Prospectus and Related Documents

Section 5 Prospectus Access

Section 6 Material Changes

Section 7 Corporation's Other Covenants

Section 8 Representations and Warranties of the Corporation

Section 9 Agents' Obligations and Agents' Authority

Section 10 Indemnification

Section 11 Contribution

Section 12 Expenses

Section 13 Termination Rights

Section 14 Closing Documents

Section 16 Notices

Section 20 Severance

Section 21 Future Issuances

Section 22 Relationship Between the Corporation and the Agents

Section 23 Stabilization

Section 24 Governing Law

Section 25 Time of the Essence

Section 26 Counterpart Execution

RAYMOND JAMES LTD.

CANACCORD GENUITY CORP.

VENTUM FINANCIAL CORP.

STIFEL NICOLAUS CANADA INC.

TRIBE PROPERTY TECHNOLOGIES INC.

SCHEDULE A

OFFERING OPINIONS

More from Tribe Property Technologies

Tribe Property Technologies Capital/Financing Update 2025