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Acknowledgment: The Convertible Notes (as defined below), the Common Shares (as defined below) issuable upon the conversion thereof, the Warrants (as defined below) and the Common Shares issuable upon the exercise thereof may not, in each case, be traded until the date that is four months and a day following the issuance thereof, except as otherwise permitted by British Columbia securities laws.

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT is made as of October 24, 2025

BETWEEN:

UNIVERSAL DIGITAL INC., a corporation incorporated under the laws of the Province of British Columbia, whose registered office is at 15th Floor, 1111 West Hastings St Vancouver, BC V6E 2J3.

(hereinafter referred to as the "Company")

– and –

HELENA GLOBAL INVESTMENT OPPORTUNITIES 1 LTD., a company incorporated under the laws of the Cayman Islands, whose registered office is 71 Fort Street, 3rd Floor, Grand Cayman, Cayman Islands

(hereinafter referred to as the "HGIO").

WHEREAS, the Company is a reporting issuer under the securities laws of British Columbia and Ontario and the Common Shares are listed for trading on the CSE (as defined below).

AND WHEREAS, HGIO is an investment vehicle created for purposes of providing financing to the Company in accordance with this Agreement.

AND WHEREAS, upon and subject to the terms and conditions contained in this Agreement, HGIO wishes to fund the Company up to $50,000,000 (the "Total Commitment") by subscribing for an aggregate principal amount of up to $50,000,000 of Convertible Notes.

AND WHEREAS, upon and subject to the terms and conditions contained in this Agreement, the Company wishes to issue to HGIO, and HGIO wishes to subscribe for, the Convertible Notes in: (i) an initial tranche (the "First Tranche") equal to $3,336,364 (the "First Tranche Subscription Amount") followed by; (ii) twelve (12) separate tranches consisting of a subscription in the amount of $3,636,364; and (iii) a final tranche consisting of a subscription in the amount of $3,027,268 (each, a "Subsequent Tranche" and together with the First Tranche, the "Tranches" or, individually, a "Tranche") (the "Subsequent Tranche Subscription Amount").

AND WHEREAS, the parties hereto wish for the First Tranche subscription to be made by HGIO on the First Closing Date (as defined below) and each Subsequent Tranche subscription to be made by HGIO on a date that is mutually agreed upon by the parties in each case.

AND WHEREAS, in connection with closing of each of the Tranches, the Company wishes to issue to HGIO, and HGIO wishes to subscribe for, Warrants entitling HGIO to purchase such number of Common Shares that is equal to up to 25% of the Subscription Amounts (as defined below) of each Tranche.

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

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions.

In this Agreement, the following terms shall have the following meanings:

(a) “Account Control Agreement” means the agreement entered into between the Company, the Trustee and HGIO relating to the holding of Bitcoin in the Custodial Account, in the form attached hereto as Schedule “E”;

(b) “Affiliate” means a person or entity that directly or indirectly controls, is controlled by, or is under common control with, another person or entity;

(d) “Applicable Securities Laws” means (a) the applicable securities laws of each of the provinces and territories of Canada, their respective regulations, rulings, rules, orders (including blanket orders and discretionary orders), instruments (including national and multilateral instruments), fee schedules and prescribed forms thereunder, and the applicable policy statements issued by the applicable securities commissions or regulatory authority or similar authority thereunder (“Canadian Securities Laws”) and (b) all applicable securities laws in the United States, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and any applicable state securities laws; and (c) all applicable securities laws of the Cayman Islands;

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

(f) “Change of Control” means: (i) any merger, consolidation or other business combination transaction of the Company with or into another person, other than a transaction in which the holders of at least a majority of the voting securities outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into voting securities of the surviving entity) a majority of the total voting power represented by the voting securities of the Company (or surviving entity) outstanding immediately after such transaction; (ii) the direct or indirect acquisition (including by way of a takeover, tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding voting securities of the Company; or (iii) the sale or other transfer of all or substantially all of the consolidated assets of the Company;

(g) “Closing” means the closing in respect of a Tranche;

(h) “Closing Conditions” means, as the case may be, the First Closing Conditions or the Subsequent Closing Conditions;

(i) “Closing Date” means, in respect of the First Tranche, the First Closing Date and, in respect of each Subsequent Tranche, the date that is mutually agreed upon by the parties in each case;

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(j) "Commitment Period" means the period of twenty-four (24) months beginning on the date of this Agreement;

(k) "Common Share(s)" means the common share(s) in the capital of the Company;

(l) "Company" has the meaning given to such term in the preamble hereto;

(m) "Company Bank Account" means the bank account of the Company with the details set forth in Schedule "D" hereto (or such other bank account of the Company), as the Company may provide to HGIO no later than the fifth (5th) Business Day prior to a Closing Date;

(n) "control" shall mean: (i) the ownership, directly or indirectly, of at least fifty per cent (50%) of the outstanding voting securities or other ownership interest of a corporation or other entity; or (ii) the possession, directly or indirectly, of the power to manage, direct or cause the direction of the management and policies of a corporation or other entity;

(o) "Conversion Notice" means a notice in writing setting out the aggregate Outstanding Principal of Convertible Notes being converted pursuant to such notice in writing, including the applicable Conversion Price, in the form attached hereto as Schedule "B" hereto;

(p) "Conversion Price" means 100% of the closing price of the Common Shares on the CSE on the Trading Day preceding the submission of a Conversion Notice, subject to a minimum price equal to $0.30;

(q) "Convertible Notes" means, up to $50,000,000 principal amount of senior secured notes convertible into Common Shares, with a maturity date of twelve (12) months from the applicable Closing Date (unless accelerated in accordance with the terms thereof), to be issued by the Company to HGIO pursuant to the terms of this Agreement and in the form of the form of convertible note certificate attached as Schedule "A"-2 hereto;

(r) "Court" has the meaning given to such term in Section 8.1(d)(iv);

(s) "CSE" means the Canadian Securities Exchange, or such other stock exchange or securities quotation system on which the Common Shares may be listed, quoted or posted for trading at the relevant time;

(t) "Custodial Account" means account number [Redacted – Confidential Information] titled "[Redacted – Confidential Information]" held with the Trustee;

(u) "Dispute" has the meaning given to such term in Section 8.1(d)(iv);

(v) "DRS" means a direct registration statement;

(w) "Event of Default" means the occurrence of any of the following:

(i) a material breach, delay or failure by the Company in the due performance of any of its obligations under this Agreement, the Convertible Notes or the Warrants which, if curable, is not cured within ten (10) Business Days of HGIO's written notice to the Company of such breach, delay or failure;

(ii) failure by the Company to deliver to HGIO: (i) a certificate representing the Convertible Notes or the Warrants, as the case may be, in a timely manner; or (ii) a DRS advice with respect to any Common Shares issuable upon HGIO providing to the Company a Conversion Notice or Warrant Exercise Notice (as applicable), in

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each case, in a timely manner and within two (2) Business Days of HGIO providing to the Company a Conversion Notice or Warrant Exercise Notice (as applicable);

(iii) failure by the Company to pay to HGIO the Outstanding Principal of the Convertible Notes on the Maturity Date;

(iv) de-listing or suspension of the Common Shares from the CSE, or the suspension from trading of the Common Shares from the CSE, continuing for a period of seven (7) or more Trading Days, unless the delisting is concurrent with listing on another recognized stock exchange in Canada or the United States;

(v) any refusal by the auditors of the Company to certify the financial statements of the Company prior to the applicable filing deadlines of such financials, as prescribed by National Instrument 51-102 – Continuous Disclosure Obligations;

(vi) a Material Adverse Effect;

(vii) failure by the Company to pay when due, or within any applicable grace period, any outstanding Indebtedness in excess of $250,000;

(viii) failure by the Company to observe or perform any term, covenant or agreement contained in any agreement or instrument evidencing or securing outstanding Indebtedness in excess of $250,000 which would cause or permit the acceleration or maturity of such Indebtedness;

(ix) in the event that any decree or order of a court having jurisdiction over the Company is entered into: (A) adjudging the Company, any material Subsidiary or any part of the Company's assets or property as bankrupt or insolvent under the Bankruptcy and Insolvency Act (Canada) or any other bankruptcy, insolvency or analogous laws, (B) issuing sequestration or process of execution against the Company, any material Subsidiary or any part of the Company's assets or property, (C) appointing a receiver, trustee, liquidator or custodian of the Company, any material Subsidiary or of any part of the Company's assets or property, or (D) ordering the winding up, liquidation, reorganization, administration, dissolution or other relief of the affairs of the Company, any material Subsidiary or any part of the Company's assets or property;

(x) if the Company or any material Subsidiary becomes or institutes proceedings to be adjudicated as bankrupt or insolvent, or consents to the institution of bankruptcy or insolvency proceedings against it, under the Bankruptcy and Insolvency Act (Canada) or any other bankruptcy, insolvency or analogous laws, or consents to the filing of any such petition or to the appointment of a receiver, trustee, liquidator or custodian of the Company, any material Subsidiary or any part of the Company's assets or property or makes a general assignment for the benefit of creditors, or is unable, or admits in writing of its inability, to pay its debts generally as they become due or stops paying its debts when they become due, or commences a voluntary case or other proceeding seeking liquidation, reorganization, dissolution or other relief with respect to itself or its debts under the Bankruptcy and Insolvency Act (Canada) or any other bankruptcy, insolvency or analogous laws or consents to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or takes any action for the purpose of effecting any of the foregoing or takes any analogous act;

(xi) if a resolution is passed for the winding-up, liquidation or dissolution of the Company or any material Subsidiary;

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(xii) if any proceedings of the Company or any material Subsidiary are taken with respect to a compromise or arrangement with respect to creditors of the Company or any material Subsidiary generally;

(xiii) failure by the Company or any Subsidiary to pay final and non-appealable judgments aggregating in excess of $250,000 (net of any amounts that are covered by insurance), which judgments remain unsatisfied or undischarged for a period of sixty (60) consecutive days, during which a stay of enforcements of such judgments shall not be in effect;

(xiv) the Company uses any monies received from Helena under any Tranche for a purpose other than for the Principal Purposes (as defined herein); and

(xv) failure by the Company to obtain all approvals required by law or under the policies of the CSE for the issuance of the Common Shares issuable upon the conversion of the Convertible Notes or the exercise of the Warrants;

(x) "Expense Cap" has the meaning given to such term in this Section 1.1 in the definition of "Transaction Expenses";

(y) "Facilitation Fee" means the $100,000 payment made by the Company to HGIO on the First Closing Date in consideration for the subscription hereunder by HGIO;

(z) "First Closing" means the closing of the First Tranche;

(aa) "First Closing Conditions" has the meaning given to such term in Section 3.1;

(bb) "First Closing Date" means the date which falls five (5) Business Days after the date of signature of this Agreement by the parties hereto, or such other date agreed to in writing by the parties hereto;

(cc) "First Tranche" has the meaning given to such term in the preamble hereto;

(dd) "First Tranche Subscription Amount" has the meaning given to such term in the preamble hereto;

(ee) "Governmental Entity" means any: (i) multinational, federal, provincial, state, municipal, local or other government, governmental or public department, regulatory or administrative authority, central bank, court, commission, tribunal, board, bureau, agency or instrumentality, domestic or foreign; (ii) any subdivision or authority of any of the foregoing; (iii) any quasi-governmental, self-regulatory organization or private body exercising any regulatory, expropriation or taxing authority under or for the account of its members or any of the above (including the CSE); or (iv) any arbitrator exercising competent jurisdiction over the affairs of the applicable person, asset, obligation or other matter;

(ff) "HGIO" has the meaning given to such term in the preamble hereto;

(gg) "holder(s)" means, at the relevant time, the person(s) entered in the register for the Convertible Notes or Warrants as registered holders of the Convertible Notes or Warrants, as the case may be, or any permitted transferees of such persons by endorsement or delivery;

(hh) "IFRS" means International Financial Reporting Standards;

(ii) "Indebtedness" means, with respect to any person, without duplication, the aggregate of the following amounts, at the date of determination:

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(i) all indebtedness of such person for borrowed money;

(ii) all obligations of such person for the deferred purchase price of property, assets or services, where such purchase price when due is deferred for six (6) months or longer;

(iii) all obligations of such person evidenced by notes, bonds, debentures or other similar evidence or instruments;

(iv) all obligations of such person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such person (whether or not the rights and remedies of the seller or lender under such agreement in the event of a default are limited to repossession or sale of such property);

(v) all obligations of such person as lessee under leases that have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases;

(vi) all reimbursement obligations, contingent or otherwise, of such person under acceptance, letter of credit and similar facilities;

(vii) all obligations of such person to purchase, redeem, retire, defease or otherwise acquire for value any equity interests of such person, provided that all conditions to such purchase, retirement, defeasance or acquisition have been satisfied;

(viii) the market value of all hedge arrangements held by such person in respect of which the market value is negative or is "out of the money" less, in the case of any such hedge arrangements with a lender that permits "netting", the market value of all hedge arrangements with such lender in respect of which the market value is positive or is "in the money";

(ix) all contingent obligations of such person;

(x) all Indebtedness of another person referred to in subsections (i) through (ix) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such person, even though such person has not assumed or become liable for the payment of such Indebtedness;

(xi) the amount of all trade payables and other accrued liabilities, to the extent such trade payables and other accrued liabilities are past the due date thereof by more than one hundred and eighty (180) days;

(xii) the net present value of all remaining payment obligations under leases that have been or should be, in accordance with generally accepted accounting principles, recorded as operating leases; and

(xiii) any other obligations which would be treated as debt under IFRS, other than capital leases;

(jj) "Indemnified Parties" has the meaning given to such term in Section 8.4;

(kk) "Investment" means the purchase and sale of the Convertible Notes and the issuance of the Warrants as set out in Article 2 and the transactions contemplated by this Agreement and/or any other transaction document in connection herewith;

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(II) "Late Issuance" has the meaning given to such term in Section 2.2(e);

(mm) "Lien" means in respect of any person, any mortgage, debenture, pledge, hypothec, lien, charge, assignment by way of security, hypothecation or security interest granted or permitted by such person or arising by operation of law, in respect of any such person's property and assets, or any consignment or capital lease of property by such person as consignee or lessee or any other security agreement, trust or arrangement having the effect of security for the payment of any debt, liability or obligations;

(nn) "LIFE Offering" means the offering of the Company being conducted under the listed issuer financing under Part 5A of National Instrument 45-106 – Prospectus Exemptions and in reliance on the amendments to Part 5A of NI 45-106 set forth in Coordinate Blanket Order 45-953 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, commenced by the Company on September 3, 2025;

(oo) "Losses" has the meaning given to such term in Section 8.4;

(pp) "Material Adverse Effect" means the occurrence of any one or more results, occurrences, events, facts, state of facts, circumstances, conditions, developments, changes or effects that, individually or in the aggregate, has a material adverse effect on: (i) the business, assets, capitalization, operations, property, results of operations, liabilities (whether absolute, accrued, conditional, contingent or otherwise), or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole; or (ii) prohibits the Company and its Subsidiaries from performing any of the Company's obligations under this Agreement and the Investment; except, in each case, to the extent such material adverse effect results from: (A) any change affecting the industries in which the Company holds material investments in, (B) any change in generally accepted accounting principles or applicable laws, (C) any change in general economic or political conditions, (D) any change in financial, credit, currency exchange, commodities or securities markets as a whole, including any changes relating to international trade uncertainty, the imposition of tariffs or counter-tariffs, except to the extent such tariffs or counter-tariffs are targeted primarily at, or have a materially disproportionate adverse impact on, the Company or the industries in which the Company holds material investments in (E) any natural disaster or calamity, any pandemic, epidemic or similar health emergency; or (F) war, armed hostilities or acts of terrorism; provided, in any of the foregoing cases, such event, change or action does not have: (x) a disproportionate effect on the Company compared to other Persons operating in the same industry; or (y) the effect of reducing the price of the Common Shares by more than 60% as compared to the closing price of the Common Shares on the Trading Day immediately following the last Closing Date;

(qq) "Maturity Date" means, in respect of a Tranche, the date that is twelve (12) months after the applicable Closing Date upon which the Convertible Notes are issued, unless accelerated in accordance with their terms;

(rr) "Outstanding Principal" means: (i) the aggregate principal amount of the Convertible Notes issued to HGIO in accordance with this Agreement; less (ii) the aggregate principal amount of the Convertible Notes already converted into Common Shares or already reimbursed or redeemed for cash in accordance with this Agreement;

(ss) "Permitted Liens" means with respect to any person the following:

(i) Liens in respect of Indebtedness of the Company where such Liens are subordinated to the security interest of HSO granted pursuant to the Security Agreement and to which HGIO has been provided notice of such subordinated Liens;

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(ii) Liens for taxes not yet due or for which instalments have been paid based on reasonable estimates pending final assessments;
(iii) undetermined or inchoate Liens, rights of distress and charges incidental to current operations which have not at such time been filed or exercised, or which relate to obligations not due or payable;
(iv) a Lien related to the payment of certain insurance premiums of the Company, which is secured by certain insurance proceeds of the Company;
(v) the Lien created by a judgment of a court of competent jurisdiction, as long as the judgment is being contested diligently and in good faith by appropriate proceedings by that person and does not result in an Event of Default; Liens granted pursuant to the Account Control Agreement; and
(vi) Liens or any rights of distress that are either (A) requirements of law, or (B) reserved in or exercisable under any lease or sublease to which it is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease, provided that such Liens do not extend to assets other than those at the relevant leased location;

(tt) "Pre-Paid Interest Amount" means an amount equal to $583,863.70, being pre-paid interest of 17.5% of the Outstanding Principal per annum for the period from the First Closing Date to the Maturity Date, it being understood and agreed that no securities of the Company shall be issued with respect to any Pre-Paid Interest Amount;
(uu) "Public Record" has the meaning given to such term in Section 5.8;
(vv) "Security Agreement" means the security agreement entered into between the Company and HGIO securing the collateral contained in the Custodial Account that is subject to the Account Control Agreement;
(ww) "Security Documentation" means the Security Agreement and Account Control Agreement as set forth in Schedule "F";
(xx) "Subscription Amounts" has the meaning given to such term in this Section 2.3(a);
(yy) "Subsequent Closing Conditions" has the meaning given to such term in Section 3.2;
(zz) "Subsequent Tranche" has the meaning given to such term in the preamble hereto;
(aaa) "Subsequent Tranche Subscription Amount" means $3,636,364 for the twelve (12) Subsequent Tranches and $3,027,268 for the final Subsequent Tranche;
(bbb) "Subsidiar(y)(ies)" means any subsidiary of the Company, and where used in the context of on-going obligations or the like means subsidiaries of the Company as constituted from time to time;
(ccc) "Total Commitment" has the meaning given to such term in the recitals hereto;
(ddd) "Trading Day" means any day during which the CSE (or such other stock exchange or securities quotation system on which the Common Shares are then listed, quoted or posted for trading) is open for business;
(eee) "Tranche" has the meaning given to such term in the recitals hereto;

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(fff) "Transaction Expenses" means all reasonable and documented out-of-pocket legal, structuring and due diligence expenses incurred by HGIO in connection with the negotiating and signing of this Agreement and with the implementation of the Investment, up to a maximum of $50,000 plus applicable taxes and disbursements (the "Expense Cap"); provided that, the Expense Cap does not apply to expenses incurred after the First Closing, including, for certainty, in connection with any amendment made at the request of the Company to this Agreement or the terms or conditions of the Investment, the Convertible Notes or the Warrants and the conversion or exercise thereof, in each case;

(ggg) "Trustee" means BitGo Trust Company, Inc.;

(hhh) "Warrants" means that number of common share purchase warrants of the Company to be issued to HGIO in connection with each Closing equivalent to up to 25% of the Subscription Amounts of each Tranche, each warrant entitling HGIO to purchase one Common Share at the Warrant Exercise Price for a period of three (3) years from the applicable Closing Date, in the form of the warrant certificate attached as Schedule "C" hereto;

(iii) "Warrant Exercise Notice" has the meaning given to such term in the Warrants, in the form attached thereto; and

(jjj) "Warrant Exercise Price" means one-hundred and thirty percent (130%) of the closing price of the Common Shares on the CSE on the Trading Day immediately preceding the issuance of the Warrants.

1.2 Interpretation.

Unless the context otherwise requires, the following provisions will govern the interpretation of this Agreement:

(a) the words "hereof", "herein" and "hereunder" and similar expressions refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule, and other references are to those contained in or attached to this Agreement, in each case unless otherwise specified;

(b) each reference to "days" in this Agreement means calendar days, unless the term "Business Days" is used. Each reference to a time of day in this Agreement means that time in Toronto, Ontario, unless otherwise specified. In computation of periods of time in this Agreement from a specified date to a later specified date, the word "from" means "from and excluding" and the words "to" and "until" each means "to and including";

(c) the term "person" is to be broadly interpreted and includes a natural person, a firm, a corporation, a partnership, a limited liability company, a trust, an unincorporated organization, a Governmental Entity or any other entity, and the executors, administrators or other legal representatives of an individual in such capacity;

(d) the words "include", "including" and similar expressions mean "including but not limited to";

(e) the meanings given to terms defined in this Agreement apply to both the singular and plural forms of those terms;

(f) except as otherwise specified in this Agreement, each reference in this Agreement to a statute, requirement of law or governmental consent shall be deemed to refer to such statute, requirement of law or governmental consent as the same may be amended, supplemented or otherwise modified from time to time;

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(g) except as otherwise specified in this Agreement, each reference in this Agreement to any agreement (including a reference to this Agreement):

(i) includes all schedules, exhibits, annexes or other attachments thereto; and
(ii) refers to that agreement as it may be amended, supplemented or otherwise modified from time to time;

(h) each reference in this Agreement to a Party shall be deemed to include that Party's successors and permitted assigns;
(i) unless otherwise indicated, all references in this Agreement to "Dollars" or "$" are to lawful money of the Canada;
(j) where in this Agreement a term is defined, a derivative of that term shall have a corresponding meaning; and
(k) the headings of Sections, Articles or Schedules will not be considered in interpreting the text of this Agreement.

1.3 Date for any Action.

In the event that any date on which any action is required to be taken hereunder by any of the parties is not a Business Day that action shall be required to be taken on the next succeeding day which is a Business Day.

1.4 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and the parties hereto hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia.

1.5 Incorporation of Schedules.

The following Schedules shall form Part of this Agreement:

Schedule "A" – Form of Convertible Note Certificate
Schedule "B" – Form of Conversion Notice
Schedule "C" – Form of Warrant Certificate
Schedule "D" – Company Bank Account
Schedule "E" – Account Control Agreement
Schedule "F" – Security Documentation

ARTICLE 2

SUBSCRIPTION FOR CONVERTIBLE NOTES AND WARRANTS

2.1 Subscription.

(a) Upon the terms and conditions set forth in this Agreement, during the Commitment Period, HGIO agrees to purchase from the Company, and the Company agrees to sell and issue to HGIO, in an aggregate of fourteen (14) separate Tranches and subject to the satisfaction by the Company or the waiver by HGIO of the conditions set out in Section 3.1 (with respect to the First Tranche) and Section 3.2 (with respect to each Subsequent Tranche), the aggregate principal amount of up to $50,000,000 of Convertible Notes. In addition, at each Closing, the Company agrees to issue to HGIO, and HGIO agrees to subscribe for, that number of Warrants

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that is equal to up to 25% of the Subscription Amounts of the applicable Tranche, each Warrant entitling HGIO to purchase one Common Share at the Warrant Exercise Price for a period of three (3) years from the applicable Closing Date. For greater certainty, the number of Warrants issued shall not exceed: (i) 25% of the applicable Tranche; or (ii) 25% of the aggregate Subscription Amounts of all Convertible Debentures issued under this Agreement.

(b) On the First Closing Date, HGIO shall complete the First Tranche and HGIO shall subscribe for Convertible Notes in an amount equal to the First Tranche Subscription Amount. Following the First Closing Date and during the Commitment Period, upon the terms and subject to the conditions set forth in this Agreement, the Company shall have the right, but not the obligation, upon submitting a request in writing to HGIO, to require HGIO to complete a Subsequent Tranche and HGIO shall subscribe for additional Convertible Notes in an amount equal to the Subsequent Tranche Subscription Amount, with each Subsequent Tranche closing on a date that is mutually agreed upon by the parties.

(c) Notwithstanding anything contained in this Agreement, following the First Closing Date, HGIO may, at its sole discretion, delay the subscription for a Tranche in the event that HGIO either alone or together with any person dealing at non-arm's length or affiliated with HGIO (as each term is defined for the purposes of the Income Tax Act (Canada)), or any person acting in combination or in concert with HGIO, would be considered to beneficially own outstanding Common Shares, Convertible Notes and/or Warrants, on an as-converted basis, in excess of 9.9% of the number of Common Shares outstanding on an undiluted basis, whether inclusive or exclusive of such Tranche. In such case, the closing of such Tranche shall be postponed to the earliest of: (i) the date chosen by HGIO; and (ii) five (5) Business Days following the date on which HGIO's holdings of Common Shares, Convertible Notes and/or Warrants, on an as-converted basis, falls at or below 9.9% of the number of Common Shares outstanding on an undiluted basis, inclusive of such Tranche.

2.2 Features of the Convertible Notes and the Warrants.

The Convertible Notes and the Warrants shall possess the following characteristics, which are subject to and qualified by the full terms and conditions contained in the Convertible Notes, as set forth in the form of Convertible Note certificate attached as Schedule "A" hereto, and the Warrants, as set forth in the form of Warrant certificate attached as Schedule "C" hereto, respectively:

(a) Ranking and Subordination. The Convertible Notes, when issued, shall constitute a senior secured obligation of the Company with respect to the Account Control Agreement and the Bitcoin held by the Trustee under the Account Control Agreement. The Convertible Notes shall be secured by way of the Security Documentation.

(b) Conversion Feature. Within one (1) Business Day of the delivery by HGIO of a duly completed and executed Conversion Notice, the Convertible Notes subject of such Conversion Notice shall, without any further action on behalf of HGIO be automatically converted into such number of Common Shares as is equal to up to 100% of the aggregate Outstanding Principal of such Convertible Notes being converted, divided by the applicable Conversion Price (rounded down to the nearest whole Common Share).

(c) Redemption Option. The Company shall have the right, at any time and at its sole option, to request to redeem the Convertible Notes at 110% of the Outstanding Principal of the Convertible Notes by providing ten (10) Trading Days' written notice prior to such redemption, during which time HGIO shall continue to be entitled to convert such Convertible Notes.

(d) Rights Upon Event of Default. Upon the occurrence of an Event of Default, the Maturity Date of the Convertible Notes shall be accelerated and HGIO shall have the right to: (i) immediately convert up to 100% of the aggregate Outstanding Principal of such Convertible Notes into Common Shares (subject to the restrictions set out in Section 3.5.2); (ii) require the Company

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to immediately redeem in cash all or any part of the Convertible Notes; or (iii) exercise any rights HGIO may have under the Security Documentation. In all cases of an Event of Default, all Bitcoin held by the Trustee under the Account Control Agreement equal to the amount of the issued and outstanding Convertible Notes shall be immediately released to HGIO without further approval or action by the Company and this Agreement shall be good and sufficient evidence evidencing the Company's consent to such release.

(e) Late Issuance. Upon the conversion of the Convertible Notes and/or the exercise of the Warrants, in whole or in part, if HGIO does not receive a copy of the DRS advice reflecting the issuance of the Common Shares to be issued in connection with the conversion of such Convertible Notes and/or the exercise of such Warrants within two (2) Business Days following the delivery by HGIO of, as the case may be, a Conversion Notice or Warrant Exercise Notice (as applicable, a "Late Issuance"), the Company shall pay to HGIO the greater of: (i) one thousand dollars ($1,000) per Business Day of delay in the delivery of such DRS advice; and (ii) for each Common Share issued upon the conversion of the Convertible Notes or the exercise of the Warrants, as applicable, an amount equal to the difference (if positive) between (1) the closing price of the Common Shares two (2) Business Days after the date of delivery of the Conversion Notice or the Warrant Exercise Notice, as applicable, and (2) the closing price of the Common Shares on the Business Day immediately prior to the date on which the DRS advice in respect of the relevant Common Shares is received by HGIO. Notwithstanding the foregoing, in connection with a Late Issuance, if, prior to the delivery to HGIO of the DRS advice with respect to the relevant Common Shares, an Event of Default occurs of the type described in clause (ii) of the definition thereof and HGIO elects to require the Company to immediately redeem in cash all or any of its Convertible Notes in respect of such Late Issuance in accordance with Section 2.2(c), then the Company shall pay to HGIO the amount calculated in accordance with this Section 2.2(e), up to and including the date HGIO's notice to the Company of its redemption election is to be delivered in accordance with the terms of the Convertible Notes concurrently with the redemption payment for the Convertible Notes so redeemed. The Company shall pay any payments incurred under this Section 2.2(e) in immediately available funds upon demand.

2.3 Subscription Amounts.

(a) The cash subscription price to be paid by HGIO to the Company shall be the First Tranche Subscription Amount on the First Closing Date and the Subsequent Tranche Subscription Amount on the Closing Date of each Subsequent Tranche (collectively, the "Subscription Amounts").

(b) The Subscription Amounts shall be paid in cash on the applicable Closing Date by way of wire transfer of immediately available funds to the Company Bank Account, except for the First Tranche Subscription Amount which shall be paid as follows:

(i) $3,336,364 in cash on the First Closing Date by way of wire transfer of immediately available funds to the Company Bank Account; and

(ii) $50,000 by way of set off against the Company's payment obligation with respect to the Transaction Expenses;

All as more fully set out in an irrevocable direction to pay, as shall be executed by the HGIO and the Company on the First Closing Date.

2.4 Transaction Expenses Reimbursement, Pre-Paid Interest and Facilitation Fee

On the First Closing Date Company shall reimburse HGIO for its Transaction Expenses and be required to pay the Pre-Paid Interest Amount and Facilitation Fee.

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2.5 Use of Proceeds.

The Company shall use the net proceeds from the issue of the Convertible Notes for the purchase of Bitcoin and for general working capital purposes. The Company acknowledges and agrees that, with respect to the proceeds received following payment of the Transaction Expenses, Pre-Paid Interest Amount and Facilitation Fee as set out in Section 2.4 (i) eighty percent (80%) of the net Subscription Amounts received by the Company from HGIO shall be used for the exclusive purchase of Bitcoin, and (ii) twenty percent (20%) of the net Subscription Amounts received by the Company from HGIO shall be used for general and administrative purposes ((i) and (ii) above being the "Principal Purposes").

2.6 Closing.

The completion of the purchase and sale of the Convertible Notes and the issuance of the Warrants at each Closing shall be completed electronically by virtual exchange of documents (or at such other place as may be determined by the Company and HGIO, each acting reasonably), at such time on the applicable Closing Date as may be determined by the Company and HGIO, each acting reasonably.

2.7 Interest.

Any amount due to HGIO (or any of its Affiliates) pursuant to this Agreement, the Convertible Notes or the Warrants, that has not been paid when due shall bear interest at an annual percentage rate equal to 20% from the due date of the payment to the date paid, or such lesser amount as may be the maximum permitted by applicable laws.

ARTICLE 3 CONDITIONS

3.1 Conditions – First Closing.

The obligations of HGIO and the Company to complete the purchase and sale of Convertible Notes and the issuance of the Warrants at the First Closing are conditional upon the satisfaction of, or compliance with, or waiver (to the extent waivable under applicable law) by the party who benefits from such condition, of the following conditions (the "First Closing Conditions"):

(a) Conditions in Favour of HGIO:

(i) the Company shall have duly completed, executed and returned to HGIO this Agreement;

(ii) the Company shall have duly completed, executed and returned to HGIO the Security Documentation;

(iii) the Company shall have duly completed, executed and returned to HGIO the Account Control Agreement;

(iv) prior to the First Closing, the Company shall have received all necessary regulatory and CSE approvals (if any) required for the entering into of this Agreement and the completion of the First Tranche;

(v) the Company shall have posted a CSE Form 9 and a CSE Form 6 on the CSE's website;

(vi) the Company (a) shall have authorized and reserved for issuance such number of Common Shares that may be issuable upon: (1) the conversion of the Convertible

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Notes; and (2) the exercise of the Warrants to be issued in connection with the First Closing, and (b) shall be authorized to issue such Common Shares to HGIO pursuant to the policies of the CSE, and (c) upon the issuance of such Common Shares to HGIO, such Common Shares shall be fully paid and non-assessable;

(vii) the sale and issuance of the Convertible Notes and the issuance of the Warrants at the First Closing, and the Common Shares issuable upon the conversion of the Convertible Notes and the exercise of the Warrants shall be exempt from the requirement to file a prospectus or to prepare and deliver an offering memorandum or similar document under applicable laws, or upon the issuance of such orders, consents or approvals as may be required to permit such sale and issuance without the requirement to file a prospectus or to prepare and deliver an offering memorandum or similar document;

(viii) no order ceasing or suspending trading in the Common Shares on any stock exchange, including any management cease trade order, shall have been issued and no proceeding for such purposes shall be pending or threatened;

(ix) the Company shall have paid HGIO the Facilitation Fee;

(x) the Company shall have paid the Pre-Paid Interest Amount;

(xi) no payment shall be owing by the Company to HGIO pursuant to this Agreement;

(xii) there shall not exist any Event of Default that remains uncured;

(xiii) there shall not exist any binding commitment with respect to a Change of Control of the Company;

(xiv) HGIO, or an affiliate, shall have participated in the LIFE Offering in an amount equal to at least $300,000 or such other amount agreed to between the parties, it being understood that the intention is to have such investment be conditional on, and close concurrently with, the First Closing contemplated hereby, to the extent permitted by Canadian Securities Laws;

(xv) the Company shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent of the Company on the First Closing Date;

(xvi) (1) the representations, warranties and certifications of the Company addressed to HGIO in this Agreement, and in any other document delivered to HGIO in connection with the Investment, shall be accurate in all material respects and remain true and correct in all material respects as at the First Closing Date; provided that if a representation, warranty or certification speaks only as of a specific date, it is true and accurate as of that date; and (2) the covenants and obligations of the Company (as applicable to the First Closing) in this Agreement, and in any other document delivered to HGIO in connection with the Investment, shall have been complied with or performed by the Company, in all material respects, on or before the First Closing Date;

(xvii) the Company shall have delivered an officer's certificate certifying the Company's: (i) constating documents; (ii) authorizing board resolutions; and (iii) incumbency; and

(xviii) the Company shall have delivered an officer's certificate confirming the matters described in Sections 3.1(a)(ii), (viii), (ix), (xii), (xiii) and (xvi) to HGIO, addressed to HGIO and dated as of the First Closing Date.

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(b) Conditions in Favour of the Company:

(i) HGIO shall have duly completed, executed and returned to the Company this Agreement;

(ii) prior to the First Closing, the Company shall have received all necessary regulatory and CSE approvals (if any) required for the entering into of this Agreement and the completion of the First Tranche;

(iii) HGIO, or an affiliate, shall have participated in the LIFE Offering in an amount equal to at least $300,000 or such other amount agreed to between the parties, it being understood that the intention is to have such investment be conditional on, and close concurrently with, the First Closing contemplated hereby, to the extent permitted by Canadian Securities Laws.

(iv) (1) the representations, warranties and certifications of HGIO addressed to the Company in this Agreement, and in any other document delivered to the Company in connection with the Investment, shall be accurate in all material respects and remain true and correct in all material respects as at the First Closing Date; provided that if a representation, warranty or certification speaks only as of a specific date, it is true and accurate as of that date; and (2) the covenants and obligations of HGIO (as applicable to the First Closing) in this Agreement, and in any other document delivered to the Company in connection with the Investment, shall have been complied with or performed by HGIO, in all material respects, on or before the First Closing Date; and

(v) HGIO shall have delivered an officer's certificate certifying HGIO's: (i) constating documents; (ii) authorizing board resolutions; and (iii) incumbency.

3.2 Conditions – Other Closings.

The obligations of HGIO and the Company to complete the purchase and sale of Convertible Notes and the issuance of the Warrants at the Closing of each of the Subsequent Tranches is conditional upon the satisfaction of, or compliance with, or waiver (to the extent waivable under applicable law) by the party who benefits from such condition, of the following conditions (the "Subsequent Closing Conditions"):

(a) Conditions in Favour of HGIO:

(i) the Commitment Period shall not have lapsed;

(ii) prior to each Closing, the Company shall have received all necessary regulatory and CSE approvals (if any) required for the completion of each Subsequent Tranche;

(iii) HGIO shall hold not more than 9.9% of the outstanding Common Shares;

(iv) the Company shall have posted a CSE Form 9 and a CSE Form 6 on the CSE's website;

(v) the Company (a) shall have authorized and reserved for issuance such number of Common Shares that may be issuable upon the conversion of the Convertible Notes and the exercise of the Warrants to be issued in connection with the Closing, and (b) shall be authorized to issue such Common Shares to HGIO pursuant to the policies of the CSE, and (c) upon the issuance of such Common Shares to HGIO,

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such Common Shares shall be fully paid, non-assessable and freely tradeable Common Shares;

(vi) the sale and issuance of the Convertible Notes and the issuance of the Warrants at the Closing, and the Common Shares issuable upon the conversion of the Convertible Notes and the exercise of the Warrants shall be exempt from the requirement to file a prospectus or to prepare and deliver an offering memorandum or similar document under applicable laws, or upon the issuance of such orders, consents or approvals as may be required to permit such sale and issuance without the requirement to file a prospectus or to prepare and deliver an offering memorandum or similar document;

(vii) no order ceasing or suspending trading in the Common Shares on any stock exchange, including any management cease trader order shall have been issued and no proceeding for such purposes shall be pending or threatened;

(viii) no payment shall be owing by the Company to HGIO pursuant to this Agreement, other than under the previously issued and outstanding Convertible Notes;

(ix) there shall not exist any Event of Default that remains uncured;

(x) there shall not exist any binding commitment with respect to a Change of Control of the Company;

(xi) the Company shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent of the Company on the applicable Closing Date;

(xii) (1) the representations, warranties and certifications of the Company addressed to HGIO in this Agreement, and in any other document delivered to HGIO in connection with the Investment, shall be accurate in all material respects and remain true and correct in all material respects as at the applicable Closing Date; provided that if a representation, warranty or certification speaks only as of a specific date, it is true and accurate as of that date; and (2) the covenants and obligations of the Company (as applicable to the applicable Closing) in this Agreement, and in any other document delivered to HGIO in connection with the Investment, shall have been complied with or performed by the Company, in all material respects, on or before the applicable Closing Date;

(xiii) the Company shall have delivered an officer's certificate confirming the matters described in Sections 3.2(a)(ii), (vii), (viii), (ix), (x), and (xii) to HGIO, addressed to HGIO and dated as of the applicable Closing Date; and

(xiv) no delivery of Common Shares resulting from a conversion of the Convertible Notes or the exercise of any Warrants by HGIO shall remain outstanding pursuant to this Agreement, the Convertible Notes or the Warrants, except for any amount to the extent the parties agreed in writing that such payment shall occur by way of set-off against (i.e. deduction from) the Subscription Amounts payable by HGIO to the Company in connection with the applicable Closing.

(b) Conditions in Favour of the Company:

(i) (1) the representations, warranties and certifications of HGIO addressed to the Company in this Agreement, and any other document delivered to the Company in connection with the Investment, shall be accurate in all material respects and remain

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true and correct in all material respects as at the applicable Closing Date; provided that if a representation, warranty or certification speaks only as of a specific date, it is true and accurate as of that date; and (2) the covenants and obligations of HGIO (as applicable to such Closing) in this Agreement, and in any other document delivered to the Company in connection with the Investment, shall have been complied with or performed by HGIO, in all material respects, on or before the applicable Closing Date.

3.3 Mutual Co-operation and Efforts to Satisfy Conditions.

The Company and HGIO shall work co-operatively and shall use commercially reasonable efforts to ensure that the applicable Closing Conditions are satisfied as soon as practicable.

3.4 Confirmation of Satisfaction or Waiver.

The parties shall notify each other in writing when the applicable Closing Conditions relevant to them have been satisfied or waived by them. Each Closing will then take place in the manner provided in Article 2 on the applicable Closing Date.

3.5 Restriction on Additional Subscriptions and Conversions.

Notwithstanding anything contained in this Agreement:

3.5.1 unless consented to in writing by HGIO, any issuance by the Company of Convertible Notes to HGIO shall not be effective or enforceable and shall be null and void if such issuance of Convertible Notes to HGIO would result in HGIO, and any person acting in combination or in concert with HGIO, holding greater than 9.99% of the outstanding Common Shares after giving effect to the issuance of such Common Shares and the conversion of any other securities convertible into or exercisable for Common Shares beneficially owned (directly or indirectly) by HGIO; and

3.5.2 in no event shall any issuance by the Company of Convertible Notes to HGIO, or issuance of Common Shares upon conversion of the Convertible Notes or exercise of the Warrants be effective or enforceable, and such issuance of Convertible Notes or Common Shares, as applicable, shall be null and void, if such issuance of Convertible Notes or Common Shares to HGIO would result in HGIO, and/or any person acting in combination or in concert with HGIO becoming a new Control Person (as such term is defined in the policies of the CSE) or otherwise holding enough Common Shares to Materially Affect Control (as such term is defined in the policies of the CSE) of the Company, without first obtaining approval of the holders of Common Shares in accordance with the policies of the CSE or any other exchange upon which the Common Shares were listed or trading.

3.6 Prohibition on Conversion or Exercise.

Notwithstanding anything contained in this Agreement, unless consented to in writing by HGIO, the Convertible Notes and/or the Warrants, in connection with the Investment, the issuance by the Company of any Common Shares to HGIO upon any conversion of Convertible Notes, exercise of Warrants and/or the conversion or exercise of any other securities convertible into or exercisable for Common Shares shall not be effective or enforceable and shall be null and void if such issuance of Common Shares to HGIO upon any such conversion of Convertible Notes, exercise of Warrants and/or the conversion or exercise of any other securities convertible into or exercisable for Common Shares would result in HGIO, and any person acting in combination or in concert with HGIO, holding greater than 9.9% of the outstanding Common Shares after giving effect to the issuance of such Common Shares upon such conversion of Convertible Notes, exercise of Warrants and/or the conversion or

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exercise of any other securities convertible into or exercisable for Common Shares beneficially owned (directly or indirectly) by HGIO.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF HGIO

HGIO represents and warrants to the Company (and acknowledges that the Company is relying on such representations and warranties), that, as of the date of this Agreement (and in relation to the circumstances subsisting at the relevant date such representations and warranties are given, repeated or deemed given or repeated):

4.1 Organization and Authority.

HGIO:

(a) is a company incorporated and organized under and validly existing under the laws of the Cayman Islands; and
(b) has all requisite power and authority to enter into and perform its obligations pursuant to this Agreement.

4.2 Validity.

This Agreement has been duly authorized, executed and delivered by HGIO, and constitutes a legal, valid and binding obligation enforceable against HGIO in accordance with its terms.

4.3 No Conflict.

The execution and performance by HGIO of its obligations under this Agreement and the consummation of the Investment do not and will not violate or conflict with the terms of any restriction, agreement or undertaking respecting purchases of the Convertible Notes by HGIO.

4.4 Investment Understanding.

HGIO:

(a) has such knowledge in financial and business affairs as to be capable of evaluating and assessing the merits and risks of its Investment (including the potential loss of its entire Investment); and
(b) is able to bear the economic risk of loss of its Investment.

4.5 Compliance with Laws.

HGIO:

(a) is acquiring the securities hereunder for its own account for investment purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the prospectus or registration requirements of Applicable Securities Laws;
(b) does not presently have any agreement or understanding, directly or indirectly, with any person to distribute any of the securities in violation of Applicable Securities Laws;

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(c) has knowledge and experience, and/or has consulted its own advisors, with respect to the Investment and applicable securities laws of the Province of British Columbia and the Cayman Islands;

(d) The securities received by the Company will be subject to restrictions on resale under the Securities Act (British Columbia), the rules and policies of the CSE and/or other applicable securities laws.

(e) is purchasing the Convertible Notes in compliance with or pursuant to exemptions from any prospectus, registration or similar requirements under the applicable securities laws of the Province of British Columbia, and the purchase and sale of the Convertible Notes does not trigger any obligation under such laws to prepare and file a prospectus or similar document, or any other report with respect to such purchase and/or any registration or other obligation on the part of the Company in the Cayman Islands; and

(f) will hold, sell or otherwise dispose of the Convertible Notes or the Common Shares issuable upon the conversion of the Convertible Notes in accordance with all applicable securities laws in the provinces and territories of Canada and the Cayman Islands.

4.6 No Legal Proceedings.

No litigation, arbitration or other judicial or regulatory proceeding is pending or, to the knowledge of HGIO, threatened by or against HGIO before any court or any tribunal that could reasonably be expected to have any adverse effect on the ability of HGIO to execute, perform and comply with its obligations under this Agreement, the certificates representing the Convertible Notes, the certificates representing the Warrants and/or any other transaction documents delivered in connection with the Investment. No bankruptcy or similar proceedings have been commenced or are pending or proposed in respect of HGIO.

4.7 Location of HGIO.

HGIO's registered and head offices are located in the Cayman Islands, and HGIO does not carry on any operations or business activities in Canada.

4.8 Accredited Investor

HGIO is an "accredited investor" as such term is defined under Canadian Securities Laws.

4.9 Acknowledgements.

HGIO acknowledges that:

(a) HGIO and its advisors (and its counsel), if any, have had the opportunity to request and review materials relating to the business, finances and operations of the Company that HGIO reasonably deemed material to making an informed investment decision regarding its purchase of the securities, and the Company has provided access to such materials as were reasonably requested. HGIO and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its management and to receive responses to such questions. Nothing in this Section, and no review, inquiry or due diligence investigation conducted by HGIO or its advisors, shall limit or otherwise affect HGIO's right to rely fully on the Company's representations and warranties expressly set forth in Article 5 below. HGIO acknowledges that an investment in the securities involves a high degree of risk and has consulted such accounting, legal and tax advisors as it has deemed necessary in connection with its investment decision. For greater certainty, the Company makes no representation or warranty with respect to the transactions contemplated hereby, except as expressly set forth in Article 5

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below, and HGIO's reliance on such representations and warranties shall not be diminished by any information made available to HGIO or its advisors.

(b) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Convertible Notes, the Warrants or the Common Shares issuable upon the conversion of the Convertible Notes and the exercise of the Warrants;

(c) no prospectus or offering memorandum within the meaning of applicable Canadian Securities Laws purporting to describe the business and affairs of the Company has been delivered to HGIO in connection with the Investment;

(d) Subject to section 4.10:

a. the Convertible Notes, the Common Shares (if converted within four months), the Warrants and the Common Shares underlying such Warrants (if converted within four months) shall contain a legend required under Canadian Securities Laws in the form set out below:

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND ANY SECURITY ISSUED ON EXERCISE HEREOF MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS FOUR MONTH FROM ISSUANCE]."

b. it has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with HGIO, engaged in any transactions in the securities of the Company (including, without limitation, any short sales involving the Company's securities) during the period commencing as of the time that HGIO first contacted the Company or the Company's agents regarding the specific investment in the Company contemplated by this Agreement and ending immediately prior to the execution of this Agreement by the HGIO;

c. it is not a resident in any province or territory of Canada, is not purchasing the securities for the account of a person resident in any province of territory of Canada, and is not a party to any transaction or series of transactions that is a part of a plan or scheme to avoid the prospectus requirements in connection with a distribution to a person in Canada;

(e) the delivery of this Agreement, the acceptance of it by the Company and the issuance of the Convertible Notes, the Warrants or the Common Shares to HGIO complies with all applicable laws of HGIO's jurisdiction of residence or domicile and all other applicable laws and will not cause the Company to become subject to or comply with any continuous disclosure, prospectus or other periodic filing or reporting requirements under any such applicable laws;

(f) it has been independently advised as to restrictions with respect to trading in the Convertible Notes, the Warrants or the Common Shares issuable upon the conversion of the Convertible Notes and the exercise of the Warrants imposed by applicable Canadian securities laws, and confirms that no representation (written or oral) has been made to it by or on behalf of the Company with respect thereto other than as set forth herein; and

(g) it is aware of the characteristics of the Convertible Notes and the Warrants, the risks relating to an investment therein and of the fact that it may not be able to resell the Convertible Notes, the Warrants or the Common Shares issuable upon the conversion of the Convertible Notes and the exercise of the Warrants.

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ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to HGIO (and acknowledges that HGIO is relying on such representations and warranties), that, as of the date of this Agreement (and in relation to the circumstances subsisting at the relevant date such representations and warranties are given, repeated or deemed given or repeated):

5.1 Organization and Authority.

The Company, and any Subsidiary is validly existing and in good standing under the laws of its jurisdiction of formation or incorporation and has the corporate power and authority to own its assets, conduct its business as presently conducted and to enter into, and comply with its obligations under this Agreement, the certificates representing the Convertible Notes, the certificates representing the Warrants and/or any other transaction document delivered in connection with the Investment (including, for the avoidance of doubt, the issuance of the Convertible Notes, the Warrants and the Common Shares upon the conversion of the Convertible Notes and the exercise of the Warrants).

5.2 Validity.

This Agreement, the certificates representing the Convertible Notes and the certificates representing the Warrants have each been or will be prior to the applicable Closing Date duly authorized, executed and delivered by the Company and each constitute legal, valid and binding obligations enforceable against it in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

5.3 No Conflict.

The execution and performance by the Company of its obligations under this Agreement and the consummation of the Investment does not: (i) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default, or require any consent under, any indenture, mortgage, agreement or other instrument or arrangement to which it is a party or by which it is bound; (ii) violate any of the terms or provisions of its constating documents; or (iii) violate any authorization, judgment, decree or order or any statute, law, rule or regulation applicable to it, in each case as would have Material Adverse Effect on the Company to perform its obligations under this Agreement, the certificates representing the Convertible Notes, the certificates representing the Warrants and/or any other transaction document delivered in connection with the Investment.

5.4 Authorizations.

The Company and any Subsidiary have obtained all material licences, consents, permits and other similar authorizations needed by it in order to conduct its business and execute, perform and comply with its obligations under this Agreement, the certificates representing the Convertible Notes, the certificates representing the Warrants and/or any other transaction document delivered in connection with the Investment, and all such authorizations are valid and subsisting and in full force and effect. The Company is not in default in any material respect under any of such licenses, consents, permits and or other similar authorizations.

5.5 Capital Structure.

The Company's authorized capital consists of an unlimited number of common shares. As of the date of this Agreement:

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(a) there are no outstanding securities of the Company other than: (i) 75,285,306 Common Shares issued and outstanding; (ii) 648,420 options to purchase Common Shares; (iii) 1,557,500 restricted share units convertible into Common Shares; and (iv) an aggregate of 1,465,650 Common Share purchase warrants to purchase 1,465,650 Common Shares.

(b) to the knowledge of the Company, after reasonable inquiry, no person has a beneficial interest in 10% or more of the issued and outstanding Common Shares;

(c) other than the securities referred to in Section 5.5(a) or as subsequently disclosed to HGIO in writing, there are no outstanding agreements or undertakings to which the Company is a party, or by which it is bound, obligating it to offer, issue, deliver, sell, repurchase or redeem or cause to be offered, issued, delivered, sold, repurchased or redeemed any shares in its authorized capital or obligating it to grant or enter into any such option, warrant, call, right, commitment or agreement;

(d) all of the issued and outstanding Common Shares in the Company and in each Subsidiary are duly authorized, validly issued and fully paid; and

(e) other than pursuant to the terms and conditions of any securities of the Company outstanding as of the date of this Agreement, no person has any right to require the Company or any of its Subsidiaries to, at any time, offer, transfer, create, issue or allot any share, loan capital or other securities (or any rights or interest in them) of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has agreed to confer any such rights, and no person has claimed any such right.

5.6 Indebtedness.

The Company has no Indebtedness that ranks higher than the Convertible Notes, other than Indebtedness secured by Permitted Liens, if any.

5.7 Convertible Notes and Warrants Duly Authorized.

The issuance of the Convertible Notes and the Warrants pursuant to this Agreement, and the Common Shares issuable upon the conversion of the Convertible Notes and the exercise of the Warrants has been or will be prior to the applicable Closing Date duly and validly authorized by all necessary corporate actions of the Company and when issued in accordance with the terms of this Agreement and the terms of the Convertible Notes and the Warrants, such Common Shares will be duly and validly issued, fully paid and non-assessable, free of all Liens and will not be subject to pre-emptive rights, rights of first refusal or other restrictions on transfers. The Company has or will prior to the applicable Closing Date, authorized and reserved a sufficient number of Common Shares for issue upon the conversion of the Convertible Notes and exercise of the Warrants, assuming that all Tranches of Convertible Notes are issued in full, all Convertible Notes are converted in full and all Warrants are exercised in full in accordance with their respective terms.

5.8 Accurate Public Record.

The Company acknowledges that HGIO has relied upon publicly available information relating to the Company and its Subsidiaries that has been filed with Canadian securities regulators on www.sedarplus.ca (the "Public Record") and represents and warrants that the representations contained in the Public Record are accurate in all material respects and omit no material fact required to be stated therein, the omission of which would make the filings comprising the Public Record or such representations misleading in light of the circumstances in which such statements or representations were made.

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5.9 Accurate Disclosures of all Material Facts and Material Changes.

No Material Adverse Effect has occurred and there is no material fact or material change (as those terms are defined under applicable securities laws) affecting the Company or its Subsidiaries required to have been disclosed under applicable securities laws that has not been disclosed to the public in accordance with applicable securities laws. For clarity, there currently exists no confidential filing of the Company or its Subsidiaries with any securities regulators and the Company has not provided any non-public material information to HGIO.

5.10 Restrictions Regarding Issuance of Convertible Notes and the Warrants.

The Company represents and warrants that no order ceasing or suspending trading in any securities nor prohibiting the sale of any securities of the Company has been issued by any Governmental Entity or is outstanding against the Company and, to the knowledge of the Company, no investigations or proceedings for such purposes are pending or threatened.

5.11 Reporting Issuer Status.

The Company is a reporting issuer under applicable securities laws in each of the provinces of British Columbia and Ontario and its Common Shares are listed for trading on the CSE. The Company is not in default in any material respect of any requirement under such securities laws or the rules of the CSE.

5.12 No Legal Proceedings.

No litigation, arbitration or other judicial or regulatory proceeding is pending or, to the knowledge of the Company, threatened by or against it before any court or any tribunal that could reasonably be expected to have a Material Adverse Effect on the ability of the Company to execute, perform and comply with its obligations under this Agreement, the certificates representing the Convertible Notes, the certificates representing the Warrants and/or any other transaction document delivered in connection with the Investment. No bankruptcy or similar proceedings have been commenced or are pending or proposed in respect of the Company or any of its Subsidiaries.

ARTICLE 6 COVENANTS

6.1 General Covenants of the Company.

The Company hereby covenants and agrees with HGIO, for the benefit of HGIO, that, until the date on which no Convertible Notes remain outstanding or issuable pursuant to this Agreement, other than with respect to 6.1(f) (the period of which covenant is limited to the period indicated therein):

(a) To Give Notice of Default or Material Adverse Effect. The Company shall promptly notify HGIO in writing upon obtaining knowledge of any Event of Default hereunder or the occurrence of any event of which it becomes aware which has had, or would reasonably be expected to have, a Material Adverse Effect, or any actions, suits or proceedings of which it becomes aware which are pending against or, to the its knowledge after due inquiry, affecting it or any of its undertaking, property and assets at law, in equity or before any arbitrator or before or by any Governmental Entity that would be reasonably expected to cause a Material Adverse Effect.

(b) Preservation of Existence. Subject to the express provisions hereof, the Company will carry on and conduct its activities, and cause its Subsidiaries to carry on and conduct their businesses in all material respects in accordance with applicable laws and, subject to the express provisions hereof, it will do or cause to be done all things reasonably required to preserve and

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keep in full force and effect its existence and the existence of each Subsidiary, except for the winding-up or liquidation of any Subsidiary in the ordinary course of the Company's business.

(c) Perform Covenants. The Company will duly and punctually perform and carry out and cause to be performed and carried out all covenants and agreements as provided for in this Agreement, the certificates representing the Convertible Notes, the certificates representing the Warrants and/or any other transaction documents delivered to HSO in connection with the Investment.

(d) Maintain Listing. The Company will use commercially reasonable efforts to obtain and maintain the listing of the Common Shares on the CSE and to maintain the Company's status as a "reporting issuer" not in default of the requirements of applicable securities laws, it being noted that such covenant shall not impede the Company's ability to seek a listing of its Common Shares on any other recognized exchange in Canada or the United States, or to complete any Change of Control transaction.

(e) Exclusivity. The Company shall not, without consent of HGIO, such consent not to be unreasonably withheld, drawdown any variable rate equity financings (being, for these purposes, the issue of any equity securities (or debt securities carrying the right to convert into, or otherwise acquire, equity securities) for which the conversion, redemption or exercise price is variable, including but not limited to equity lines of credit and convertible debt structures similar to the structure of the Investment currently in place, other than this Agreement and the Investment) or participate in any such variable rate equity financings, unless the variable rate element of such financing occurs after the earlier of (a) the date which falls twelve (12) months from the date of this Agreement, and (b) the termination date of the Agreement. The Company shall pay an amount equal to five percent (5%) of the principal amount of any financing procured by the Company from a third-party investor in violation of this paragraph as liquidated damages in the event that the Company breaches the exclusivity provisions of this paragraph. The parties acknowledge and agree that such liquidated damages are a genuine pre-estimate of HGIO's actual losses with respect to such breach.

(f) Except with the prior written notice to HGIO, the Company shall not, and shall not permit any Subsidiary, whether existing as at the date hereof or formed after the date hereof, to incur Indebtedness; provided, however, that, the Company and any Subsidiary may incur Permitted Debt if no Event of Default is in effect. No Liens. Neither the Company nor any Subsidiary shall create, incur, assume or permit any security interest or lien upon any of the Bitcoin held in the Custodial Account, except Permitted Liens.

(g) Conduct of Business. The Company covenants and agrees that the Company and each Subsidiary will conduct its business in a manner that will have a Material Adverse Effect on the business, operations or financial condition of the Company and its Subsidiaries, as a whole, or the Company's ability to perform any of its obligations under this Agreement, the certificates representing the Convertible Notes, the certificates representing the Warrants and/or any other transaction documents delivered to HSO in connection with the Investment.

(h) Compliance with Laws. The Company will and will cause each of its Subsidiaries to observe and comply, in all material respects, with all applicable laws.

(i) No Material Non-Public Information. The Company shall not communicate any material non-public information about the Company or its Subsidiaries or any of their respective businesses to HGIO or any of its Affiliates, and in the event of any disclosure of any such information, the Company shall promptly make public said information through a press release or otherwise in accordance with applicable securities laws; provided that HGIO acknowledges and confirms that it is subject to applicable securities laws, including applicable insider trading rules with respect to such non-material public information and shall not ensure compliance by the same, and provided further that this Section 6.1(o) shall not apply to any information disclosed to

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HGIO in exercising its rights under Sections 6.1(c) or 6.1(m) or otherwise with the prior written consent of HGIO.

(j) Press Release. The Company shall provide to HGIO a draft of any proposed press release in connection with this Agreement and the Investment at least one Business Days prior to its proposed dissemination date, and shall consider all reasonable comments from HGIO thereon.

(k) Performance of this Agreement. The Company shall perform and carry out all of the acts and things to be completed by it as provided in this Agreement, the certificates representing the Convertible Notes, the certificates representing the Warrants and/or any of the other transaction documents delivered in connection with the Investment, including, without limitation, making all requisite filings required to be made by it under applicable Canadian securities laws and applicable stock exchange rules, if any, to report the issuance of the Convertible Notes and the Warrants and the issuance of the Common Shares upon the conversion of any of the Convertible Notes and exercise of any of the Warrants.

(l) Deposit and Purchase of Bitcoin. The Company shall deposit all Bitcoin presently owned by Company in the Custodial Account and shall deposit all Bitcoin purchased pursuant to Section 2.5 hereof in the Custodial Account provided that, notwithstanding the terms of the Security Documentation: (i) it may from time to time, with written notice to HGIO, withdraw Bitcoin from the Custodial Account whenever, after giving effect to such withdrawal, the remaining balance of Bitcoin represents at least 150% of the then Outstanding Principal (and the Company and HGIO shall from time to time issue joint instructions to the Trustee in order to effect such withdraws); (ii) if at any time the balance of Bitcoin in the Custodial Account falls below 150% but not below 125% of the then Outstanding Principal, the Company shall promptly top up the Custodial Account back to 150% of the then Outstanding Principal within ten (10) Business Days (or such other period as HGIO may approve) by depositing additional Bitcoin; and (iii) it shall not be obliged to deposit any further Bitcoin in the Custodial Account once it has received Subscription Amounts of not less than $7,500,000.

6.2 Negative Covenants of the Company.

The Company hereby covenants and agrees that, except with the prior written consent of HGIO, until the date on which no Convertible Notes remain outstanding or issuable pursuant to this Agreement, it will not, and will ensure that no Subsidiary:

(a) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Agreement, and the Investment and any Permitted Debt;

(b) enter into or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a Subsidiary in the ordinary course of the Company's business; or

(c) engage in or conduct any business other than its business as currently conducted and existing on the date of this Agreement, except in any related, ancillary or complimentary business, it being understood that the Company is an investment issuer and has discretion to enter into investments in a broad array of industries in accordance with its investment policy.

6.3 Notice of Changes.

The Company will promptly notify HGIO if the Company discovers that any of the representations, warranties, covenants or undertakings contained in this Agreement, the certificates representing the Convertible Notes, the certificates representing the Warrants and/or any of the other transaction documents delivered in connection with the Investment cease to be true, accurate, complete and correct, and the Company shall provide HGIO with appropriate information in connection therewith.

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6.4 Share Consolidation.

Until the date on which no Convertible Notes remain outstanding or issuable pursuant to this Agreement, if the closing price of the Common Shares on the CSE is lower than $0.30 per share for a period of ten (10) or more consecutive Trading Days, the Company shall, upon the written request of HGIO, use commercially reasonable efforts to call a meeting of shareholders to obtain approval as soon as reasonably practicable of consolidation of the Common Shares such that on the Trading Day on which such written request was given, the closing price of the Common Shares would have been at least $0.50 per share had such consolidation been effective as of such date, provided that approval of the consolidation remains subject to shareholder approval and the Company will not be in default of this covenant if such approval is not obtained.

6.5 LIFE Offering

Both parties covenant to use commercially reasonable efforts to allow HGIO, or an affiliate, to participate in the LIFE Offering in an amount equal to at least $300,000 or such other amount agreed to between the parties, it being understood that the intention is to have such investment be conditional on, and close concurrently with, the First Closing contemplated hereby, to the extent permitted by Canadian Securities Laws. In connection therewith, both parties shall complete and exchange all documentation required to complete such subscription on or before October 18, 2025, being the last date a distribution under the LIFE Offering may take place.

ARTICLE 7 TERM AND TERMINATION

7.1 This Agreement may be terminated by mutual written consent of the parties.

7.2 This Agreement may be terminated immediately by HGIO upon delivery of a written notice to the Company upon the occurrence of; (i) an Event of Default; or (ii) a Change of Control. In the event that HGIO terminates this Agreement pursuant to this Section 7.2, HGIO shall have the right to require the Company, by written notice, to redeem all or any of the Convertible Notes then outstanding in cash at a redemption price of 110% of the Outstanding Principal. The Company shall pay the aggregate redemption price in respect of such redemption within five (5) Trading Days of the receipt of a written notice pursuant to this Section 7.2 by way of wire transfer of immediately available funds to the bank account of HGIO provided by HGIO in the written notice.

7.3 Except as otherwise specifically provided in this Agreement, upon termination of this Agreement, the parties shall be released from all of their obligations under and shall have no further liability arising out of this Agreement, except that the following rights, obligations and agreements shall survive:

(a) any liability under this Agreement, the certificates representing the Convertible Notes, the certificates representing the Warrants and/or any of the other transaction documents delivered in connection with the Investment arising before or in connection with such termination;

(b) each party's obligations under this Article 7; and

(c) until the later of: (i) two (2) years from the date hereof; and (ii) the date on which no Convertible Notes remain outstanding or issuable pursuant to this Agreement, the covenants of the Company in Article 6.

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ARTICLE 7

GENERAL PROVISIONS

8.1 Disputes.

(a) Subject to Section 8.1(d)(x), any dispute, claim, question or difference arising from, related to or in connection with this Agreement, including, but not limited to, any issue concerning its performance, enforcement, breach, termination or validity (a “Dispute”) shall be resolved pursuant to this Section 8.1.

(b) In the event of a Dispute, either party may deliver a notice to the other party, which notice shall identify the nature of such Dispute and the provisions of this Agreement, if any, upon which the delivering party intends to rely.

(c) For a period of fifteen (15) Business Days following delivery of the notice contemplated in Section 8.1(b), the parties shall negotiate in good faith and use their reasonable efforts to attempt to settle the Dispute.

(d) Subject to Section 8.1(d)(x), and unless otherwise expressly agreed by the parties in writing, any Dispute that is not resolved pursuant to Section 8.1(b) shall be resolved by way of binding arbitration as follows:

(i) The arbitration is to be held in Vancouver, Canada.

(ii) The arbitration and all claims and defences advanced therein shall be governed by the substantive and procedural laws of British Columbia.

(iii) Either party may commence the arbitration by delivering a notice of arbitration, identifying the matters in dispute and the relief being sought.

(iv) The arbitration tribunal shall consist of a single arbitrator, appointed pursuant to this Section 8.1(d)(iv). Within five (5) Business Days of the delivery of a notice of arbitration, the parties shall each deliver the names of three arbitrators whom they are willing to appoint as the arbitrator for the Dispute. The parties shall then attempt in good faith to agree on an arbitrator. If the parties have not agreed on an arbitrator within ten (10) Business Days of the delivery of a notice of arbitration, each of the parties to the Dispute shall identify an unaffiliated person within a further ten (10) Business Days, and the two unaffiliated persons shall jointly select an arbitrator within a further ten (10) Business Days. In the event this process fails to result in the appointment of an arbitrator, either party may apply to the British Columbia Supreme Court (the “Court”) to have an arbitrator appointed.

(v) The arbitrator shall be empowered to determine the procedure for the arbitration in the event the parties are unable to agree on such procedure. In making such determinations, the arbitrator shall have due regard to the importance of conducting a hearing on the merits at the earliest time that is reasonably possible.

(vi) The arbitrator’s award will be in writing. The arbitrator will have no authority to award punitive or exemplary damages. The award will be final, binding and not subject to any appeal, whether on questions of fact, law or mixed fact and law.

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will be entitled to make an award of costs at the conclusions of the hearing, including the fees of counsels and arbitrators.

(viii) Notwithstanding anything to the contrary set forth in this Section 8.1 or elsewhere in this Agreement, each of the parties is free to seek interim or interlocutory injunctive relief from the Court if: (i) no arbitrator has yet been appointed; and (ii) the party seeking such injunctive relief is at risk of suffering irreparable harm if required to wait for the appointment of an arbitrator before seeking such injunctive relief. Any injunctive relief granted by the Court will remain in place only until such time as an arbitrator appointed pursuant to this Section 8.1 determines can hear the motion for injunctive relief, at which time the injunction granted by the Court will dissolve and the arbitrator will be free to determine the appropriate relief as if it were a matter of first instance.

(ix) The parties shall keep in strict confidence the existence of any arbitration, the subject matter of any arbitration, the evidence and arguments adduced in any arbitration and the existence or contents of any award issued in any arbitration, subject to the disclosure requirements under Applicable Securities Laws.

(x) The provisions of this Section 8.1 will survive in perpetuity. Any dispute regarding the applicability of this Section 8.1 to a particular claim or controversy will be arbitrated as provided in this Section 8.1.

8.2 Time.

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

8.3 Currency.

Unless otherwise indicated, all references herein to monetary amounts are to lawful money of Canada.

8.4 Indemnity.

The Company agrees to indemnify and hold harmless HGIO and its Affiliates and each of their respective directors, officers, employees, agents, partners and investors (collectively "Indemnified Parties") from and against any and all actions, claims, losses, damages, liabilities, obligations, penalties, fees, costs and expenses (including legal fees) and taxes (together, "Losses") incurred by such Indemnified Parties, whether prior to or from and after the date of this Agreement, arising out of or in connection with this Agreement, the certificates representing the Convertible Notes, the certificates representing the Warrants and/or any of the other transaction documents delivered in connection with the Investment and the transactions contemplated hereby and thereby, including any actual claim, litigation, investigation or proceeding relating to: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, the certificates representing the Convertible Notes, the certificates representing the Warrants and/or any of the other transaction documents delivered in connection with the Investment; (ii) any claim or matter in connection with this Agreement, the certificates representing the Convertible Notes, the certificates representing the Warrants and/or any of the other transaction documents delivered in connection with the Investment; (iii) the Subscription Amounts paid to the Company under this Agreement and the Company's use of the proceeds thereof; or (iv) HGIO relying on any instructions provided by the Company, except in all cases to the extent determined by a court of competent jurisdiction to have resulted from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party to the extent that the undertaking to indemnify and hold harmless the Indemnified Parties as set forth in this Section 8.4 may be unenforceable, the Company shall contribute the maximum portion of such Losses of the Indemnified Parties which it is permitted to pay and satisfy under applicable law.

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8.5 Maximum Interest Rate.

Notwithstanding any other provisions of this Agreement, if the amount of any interest, premium, fees or other monies or any rate of interest stipulated for, taken, reserved or extracted under this Agreement, the certificates representing the Convertible Notes and/or the certificates representing the Warrants would otherwise contravene the provisions of section 347 of the Criminal Code (Canada), or any other successor or similar legislation, or would exceed the amounts which HGIO is legally entitled to charge and receive under any law to which such compensation is subject, then such amount or rate of interest shall be reduced to such maximum amount as would not contravene such provision; and to the extent that any excess has been charged or received, HGIO shall apply such excess against any outstanding obligation for the repayment of the Outstanding Principal and refund any further excess amount.

8.6 Entire Agreement.

Except as expressly provided for in this Agreement and in the agreements, instruments and other documents provided for, contemplated or incorporated herein, this Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understanding. This Agreement may be amended or modified in any respect by written instrument only executed by both parties.

8.7 Severability.

If any provision of this Agreement or portion thereof or the application thereof to any person or circumstance shall to any extent be illegal, invalid or unenforceable, the remainder of this Agreement or the application of such provision or portion thereof to any other person or circumstance shall not be affected thereby and the parties will negotiate in good faith to amend this Agreement to implement the intentions set forth in this Agreement. Each provision of this Agreement shall be legal, valid and enforceable to the fullest extent permitted by law.

8.8 Assignment.

The terms and provisions of this Agreement shall be binding upon and enure to the benefit of HGIO, the Company and their respective successors and permitted assigns; provided that except as herein provided, this Agreement and the rights and entitlements hereunder shall not be transferable or assignable by any party without the prior written consent of the other party. HGIO may transfer or assign its rights and entitlements hereunder to an Affiliate of HGIO that is neither located nor carrying on any business, operations or activities in Canada. The Company may transfer or assign its rights and entitlements hereunder in connection with any Change of Control.

8.9 Electronic or Email Signature.

The Company shall be entitled to rely on delivery of an electronic copy (or a scanned and emailed version) of an executed subscription and acceptance by the Company of such subscription shall be legally effective to create a valid and binding Agreement between HGIO and the Company in accordance with the terms thereof.

8.10 Notices.

Any notice, direction, certificate, consent, determination or other communication required or permitted to be given or made under this Agreement shall be in writing and shall be effectively given and made if: (i) delivered personally; (ii) sent by prepaid courier service or mail or (iii) sent by email or in each case to the applicable address set out below:;

(a) if to the Company:

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Universal Digital Inc.
15th Floor, 1111 West Hastings St
Vancouver, BC V6E 2J3

Attention: Peter Rhodes
Email: [Redacted – Email Address]

(b) if to HGIO:
Helena Global Investment Opportunities 1 Ltd.
3rd Floor, 71 Fort Street
Grand Cayman, Cayman Islands KY1-1111

Attention: Jeremy Weech, Managing Partner
Email: [Redacted – Email Address]

Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of emailing, provided that such day in either event is a Business Day and the communication is so delivered, emailed or sent before 4:00 p.m. (Toronto time) (being the closing of trading on the CSE) on such day. Otherwise, such communication shall be deemed to have been given and made and to have been received on the next following Business Day. Any such communication sent by mail shall be deemed to have been given and made and to have been received on the fifth Business Day following the mailing thereof; provided however that no such communication shall be mailed during any actual or apprehended disruption of postal services. Any such communication given or made in any other manner shall be deemed to have been given or made and to have been received only upon actual receipt. Any party may from time to time change its address under this Section 8.10 by notice to the other party given in the manner provided by this Section 8.10.

8.11 Language.

HGIO acknowledges that it has consented to and requested that all documents evidencing or relating in any way to the issuance of the Convertible Notes and the Warrants be drawn up in the English language only. Le soussigné reconnaît par les présentes avoir consenti et exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à l'émission des titres faisant l'objet du présent contrat soient rédigés en anglais seulement.

8.12 Further Assurances.

Each of the parties hereto upon the request of the other parties hereto, whether before or after the Closing, shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as reasonably may be necessary or desirable to complete, better evidence, or perfect the transactions contemplated herein.

8.13 No Commitment for Additional Financing.

The Company acknowledges and agrees that HGIO has made no representation, undertaking, commitment or agreement to provide or assist the Company in obtaining any financing, investment or other assistance, other than the purchase and sale of the Convertible Notes as set forth herein and subject to the conditions set forth herein. In addition, the Company acknowledges and agrees that; (i) no statements, whether written or oral, made by HGIO or its representatives on or after the date of this

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Agreement shall create an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment, (ii) the Company shall not rely on any such statement by HGIO or its representatives; and (iii) an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment may only be created by a written agreement, signed by such HGIO and the Company, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to be a binding obligation or agreement.

8.14 Survival.

The covenants, representations and warranties contained herein shall survive the completion of the Closings and the transactions contemplated hereby.

8.15 Confidentiality.

All information relating to the Company and its Subsidiaries, disclosed to HGIO in connection with this Agreement and the Investment will be treated as "Confidential Information" and will not be used or disclosed except in as strictly required to carry out the Investment. HGIO shall only disclose Confidential Information to its professional advisors and representatives to whom disclosure is reasonably necessary for the purposes of or in connection with the transactions contemplated herein, and who have agreed to be bound by the terms of this confidentiality provision, or as otherwise consented to in writing by the Company. HGIO shall instruct its representatives to whom it makes disclosure that the disclosure is made in confidence and shall be kept in confidence and used only in accordance with this Agreement. HGIO is liable for any breach of the obligations under this Agreement committed by its representatives. The foregoing shall not apply to any information that is publicly available or becomes publicly available through no action or fault of HGIO or its representatives. Upon the termination or rescission of this Agreement, HGIO will promptly, if requested to do so by the Company, return to the Company, or destroy all Confidential Information (including notes, writings and other material developed therefrom by HGIO and its representatives) and all copies thereof and retain none for its files. The requirements of confidentiality set forth herein shall survive the return or destruction of such Confidential Information.

8.16 Publicity.

Except and only to the limited extent required by applicable law or the rules of a stock exchange (in which case the disclosing party shall make reasonable efforts to provide prior notice to the other party), each of the parties hereto agrees not to, directly or indirectly, make any public announcement or statement or communication or disclosure of whatever nature regarding this Agreement, or the Investment without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed).

8.17 Costs.

Except as otherwise expressly provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated herein are to be paid by the party incurring such expenses. If this Agreement is terminated, the obligation of each party to pay its own expenses will be subject to any rights of such party arising from a breach of this Agreement by the other party.

8.18 Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement, which shall be binding upon all of the parties hereto notwithstanding the fact that all parties are not signatory to the same counterpart. The exchange of the signed copies of this Agreement by electronic mail in "portable document format" (.pdf) form or by

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any other electronic means will: (i) have the same effect as physical delivery of the paper document bearing an original signature; (ii) be treated as an original counterpart; (iii) be sufficient evidence of the execution of the original; and (iv) may be produced in evidence for all purposes in place of the original.

[Signature page follows]

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

UNIVERSAL DIGITAL INC.

Per: (s) "Peter Rhodes"

Name: Peter Rhodes

Title: Chief Executive Officer

HELENA GLOBAL INVESTMENT OPPORTUNITIES 1 LTD.

Per: (s) "Jeremy Weech"

Name: Jeremy Weech

Title: Managing Partner

SCHEDULE "A"-1

FORM OF CONVERTIBLE NOTE CERTIFICATE

See attached.

A-1

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UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND ANY SECURITY ISSUED ON EXERCISE HEREOF MUST NOT TRADE THE SECURITY BEFORE [●], 2026.

UNIVERSAL DIGITAL INC.
SENIOR SECURED CONVERTIBLE NOTE

$[\bullet]$

__, 2025 (the "Issue Date")

FOR VALUE RECEIVED, Universal Digital Inc. (the "Company"), a corporation incorporated under the laws of the Province of British Columbia with a registered office at 15th Floor, 1111 West Hastings St Vancouver, BC V6E 2J3, promises to pay to HELENA GLOBAL INVESTMENT OPPORTUNITIES 1 LTD. (the "Holder"), a company incorporated under the laws of the Cayman Islands, with a registered office at 71 Fort Street, 3rd Floor, Grand Cayman, Cayman Islands, KY1-1111, or its permitted assigns, the principal sum of $[●] (the "Outstanding Principal") from the date of this convertible note (this "Convertible Note") on the Maturity Date (as defined below), pursuant to a subscription agreement dated October 24, 2025 (the "Subscription Agreement") entered into between the Company and the Holder.

The following is a statement of the rights of the Holder and the conditions to which this Convertible Note is subject, and to which the Holder, by the acceptance of this Convertible Note, agrees:

ARTICLE 1
TERMS

1.1 Definitions.

As used in this Convertible Note, the following terms shall have the meanings set forth below. Capitalized terms used herein but not otherwise defined have the meanings given to them in the Subscription Agreement.

(a) "Common Shares" means the common shares in the capital of the Company as the same may be reorganized, reclassified or otherwise changed pursuant to any of the events set out in Sections 2.8 and 2.9 thereof;
(b) "Conversion Notice" has the meaning attributed to such term in Section 2.4;
(c) "Conversion Price" means 100% of the closing price of the Common Shares on the CSE on the Trading Day preceding the submission of a Conversion Notice, subject to a minimum price equal to $0.30;
(d) "Conversion Shares" means Common Shares issuable upon conversion of the Outstanding Principal into Common Shares;
(e) "Court" has the meaning attributed to such term in Section 6.1(d)(iv);
(f) "Dispute" has the meaning attributed to such term in Section 6.1(a);
(g) "Equity Securities" means any shares in the capital of the Company, equity interest or other ownership interest or profit participation or similar right with respect to the Company, including without limitation, the Common Shares and any preferred share, note or debt security having or containing equity or profit participation features, or any option, warrant or other security or right which is directly or indirectly convertible into or exercisable or exchangeable for any Equity Securities;
(h) "Indemnified Parties" has the meaning attributed to such term in Section 6.9;
(i) "Late Issuance" has the meaning attributed to such term in Section 2.6;
(j) "Losses" has the meaning attributed to such term in Section 6.9;

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(k) "Maturity Date" has the meaning attributed to such term in Section 1.3;
(I) "Optional Conversion" has the meaning attributed to such term in Section 2.1;
(m) "Pre-Paid Interest Amount" means an amount equal to $[●], being pre-paid interest of 17.5% of the Outstanding Principal, it being understood and agreed that no securities of the Company shall be issued with respect to any Pre-Paid Interest Amount;
(n) "Redemption Notice" has the meaning attributed to such term in Section 2.2;
(o) "Redemption Option" has the meaning attributed to such term in Section 2.2;
(p) "Stock Split" means: (i) the issuance of any Equity Securities that do not require the payment of additional consideration upon their conversion, exchange or exercise, as a dividend or other distribution on outstanding Common Shares; (ii) the subdivision of outstanding Common Shares into a greater number of shares of such class; or (iii) the consolidation of outstanding Common Shares into a smaller number of Common Shares;
(q) "Trustee" means BitGo Trust Company, Inc.;
(r) "U.S. Person" means "U.S. person" as that term is defined in Rule 902(k) of Regulation S adopted by the United States Securities Exchange Commission under the U.S. Securities Act; and
(s) "U.S. Securities Act" means the United States Securities Act of 1933, as amended.

1.2 Issue

The Company, a corporation formed under the laws of the Province of British Columbia and having its registered office at the address shown above, for value received, acknowledges itself indebted and promises to pay to or to the order of the Holder, at the office of the Holder as set out above or as directed by the Holder, the Outstanding Principal upon the earliest of: (i) demand being made on this Convertible Note in accordance with its terms upon the occurrence of an Event of Default on or (ii) the Maturity Date, provided there has been no exercise of the Redemption Option or conversion of this Convertible Note in accordance with the terms thereof.

1.3 Maturity Date

Unless previously converted in accordance with the terms of this Convertible Note, all Outstanding Principal represented by this Convertible Note shall be due on the date that is twelve (12) months from the Issue Date (the "Maturity Date").

1.4 Use of Proceeds

The Company shall use the proceeds resulting from the issue of this Convertible Note as set forth in the Subscription Agreement.

1.5 Priority

The Convertible Notes, when issued, shall constitute a senior secured obligation of the Company in relation to the Bitcoin held by the Trustee under the Account Control Agreement. The Convertible Notes shall be secured by way of the Security Documentation.

1.6 Interest

The Company shall pay to the Holder on the Issue Date the Pre-Paid Interest Amount.

ARTICLE 2 CONVERSION

2.1 Optional Conversion by Holder

Subject to and upon compliance with the provisions of this Article 2, the Holder shall have the right, exercisable in the Holder's sole discretion, at any time prior to the Maturity Date, to convert up to 100% of the Outstanding Principal into Conversion Shares at the Conversion Price (an "Optional Conversion").

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2.2 Redemption Options

(a) The Company at its sole discretion, may at any time prior to the Maturity Date of this Convertible Note, redeem all of the Outstanding Principal by providing at least ten (10) Trading Days' written notice to the Holder (the "Redemption Notice") (provided that (i) an Event of Default is not outstanding, (ii) no Change of Control has occurred, and (iii) the Company is not in breach of any of its obligations to make any payment to the Holder and/or to deliver Common Shares to the Holder pursuant to the Subscription Agreement, this Convertible Note or the Warrants) and by paying the Holder, in cash, one hundred and ten percent (110%) of the Outstanding Principal of this Convertible Note, and in respect of which a Conversion Notice has not been issued prior to the date on which the Company issues such Redemption Notice (the "Redemption Option"). The Outstanding Principal shall be redeemed ten (10) Trading Days following the date on which the Holder receives the Redemption Notice by way of wire transfer of immediately available funds to the bank account of the Holder provided by the Holder in writing to the Company.

(b) At the option of the Holder, upon the closing of any equity or debt financing by the Company following the Issue Date and prior to the Maturity Date of this Convertible Note (a "Subsequent Financing"), the Company shall apply five percent (5%) of the net cash proceeds actually received by the Company from such Subsequent Financing (after deduction of customary transaction expenses) (the "Mandatory Redemption Amount") to redeem, in cash, all or a portion of the then-Outstanding Principal of this Convertible Note. Such redemption shall be effected by wire transfer of immediately available funds to the bank account designated by the Holder in writing to the Company and shall occur within ten (10) Trading Days following the closing of the Subsequent Financing. The Company's obligation to redeem pursuant to this Section (b) shall be in addition to, and not in limitation of, the Company's other redemption or payment obligations under this Convertible Note, and for greater certainty, shall not be subject to the Redemption Option set forth in Section (a).

2.3 Optional Conversion by Holder upon a Change of Control or Event of Default

Upon the occurrence of a Change of Control or an Event of Default, the Holder shall have the right, exercisable in the Holder's sole discretion to:

(a) subject to Subsection 2.3(b): convert up to 100% of the Outstanding Principal into Conversion Shares at the Conversion Price (subject to the restrictions on conversion set out in Section 3.5.2 of the Subscription Agreement); or

(b) within ten (10) Business Days following the occurrence of a Change of Control or an Event of Default, provide written notice to the Company requiring the Company to immediately redeem in cash all or any portion of the Outstanding Principal at a redemption price equal to one hundred and ten percent (110%) of the Outstanding Principal being redeemed. The Company shall, as soon as reasonably practicable and, in any event, within five Business Days of receipt of the notice of redemption, pay such redemption price by way of wire transfer of immediately available funds to the bank account of the Holder provided by the Holder in writing to the Company; or

(c) if the Company has announced a Change of Control that has not been completed or an Event of Default has occurred and has not been remedied by the Company or waived by the Holder, the Holder shall have the right, exercisable in the Holder's sole discretion at any time prior to the Maturity Date to: (i) convert up to 80% of the Outstanding Principal into Conversion Shares at the Conversion Price and require the Company to immediately redeem in cash 20% of the Outstanding Principal, by delivering a Conversion Notice to the Company (subject to the restrictions on conversion set out in Section 3.5.2 of the Subscription Agreement); or (ii) provide written notice to the Company requiring the Company to immediately redeem in cash all or any portion of the Outstanding Principal at a redemption price equal to one hundred and ten percent (110%) of the Outstanding

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Principal, such redemption price to be paid by the Company, as soon as reasonably practicable, and, in any event, within five Business Days of receipt of such notice of redemption, by way of wire transfer of immediately available funds to the bank account of the Holder provided by the Holder in writing to the Company,

and, for purposes of this Section 2.3, the Company shall use all commercially reasonable efforts to take such steps as are required to fulfill the applicable election of the Holder.

2.4 Manner of Exercise or Deemed Exercise of Right to Convert

In order to convert the applicable portion of the Outstanding Principal into Conversion Shares pursuant to Section 2.1, Subsection 2.3(a) or Subsection 2.3(c), the Holder shall deliver a written notice to the Company substantially in the form of Schedule "1" annexed hereto (the "Conversion Notice"), duly executed by the Holder, exercising the Holder's right to convert the Outstanding Principal in accordance with the provisions of this Article 2. Upon delivery of the Conversion Notice, the Holder shall be deemed to be entered in the books of the Company as the registered holder of the number of Conversion Shares into which such applicable portion of the Outstanding Principal is being converted and, as soon as practicable thereafter, and, in any event, within two Business Days, the Company shall deliver to the Holder or, subject as aforesaid, his nominee or assignee a DRS advice for such Conversion Shares. For certainty, the applicable portion of the Outstanding Principal being converted shall be deemed to be converted on the date of delivery of the Conversion Notice to the Company.

2.5 Issuance of Shares

The Company will, as of the time the conversion is effected, issue to the Holder such number of Conversion Shares as are properly required to satisfy the conversion provisions set out herein and shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of effecting any conversion pursuant hereto, such number of its Common Shares as shall from time to time be sufficient to effect the conversion of the applicable portion of the Outstanding Principal. If at any time the number of authorized but unissued Conversion Shares shall not be sufficient to effect the relevant conversion, the Company shall take such corporate action as may be necessary to increase its authorized but unissued Conversion Shares to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in commercially reasonable efforts to obtain the requisite shareholder approval, if applicable. The Conversion Shares issued upon conversion of this Convertible Note shall rank pari passu with, and have all of the rights (including the right to receive all dividends and other distributions declared after the conversion), preferences, privileges, and obligations of, and shall be issued in accordance with the same terms and conditions as the Common Shares. As promptly as practicable, and in any event within two (2) Business Days following the delivery of the Conversion Notice, the Company will deliver or cause to be delivered to the Holder, its nominee or its assignee a share certificate or DRS advice representing such Conversion Shares. No fractional shares shall be issued upon any conversion pursuant hereto and all Conversion Shares (including fractions thereof) issuable upon conversion by the Holder shall be aggregated for the purpose of determining whether the conversion would result in the issuance of any fractional Conversion Share. If, after the aforementioned aggregation, the conversion would result in the issuance of any fractional share, the number of Conversion Shares to be issued shall be rounded down to the nearest whole Conversion Share. The Company shall not be required to make any payment to the Holder who, absent this Section 2.5, would otherwise have been entitled to receive a fractional Conversion Share. For certainty, the Conversion Shares issued upon conversion shall be freely tradeable and shall be entitled to dividends declared in favour of holders of record of Common Shares on or after the delivery of the Conversion Notice, from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.

2.6 Late Issuance

Upon conversion of the Outstanding Principal, in whole or in part, if the Holder does not receive a copy of the DRS advice reflecting the issuance of the relevant Conversion Shares to be issued with respect to the conversion of, in whole or in part, this Convertible Note within two (2) Business Days following the delivery of a Conversion Notice (a "Late Issuance"), the Company shall pay to the Holder the greater of: (a) one thousand dollars ($1,000) per Business Day of delay in the delivery of such DRS advice with respect to the relevant Conversion Shares; and (b) for each Conversion Share which is issued upon the relevant

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conversion of Outstanding Principal, an amount equal to the difference (if positive) between (i) the closing price of the Common Shares two (2) Business Days after the date of delivery of the Conversion Notice, and (ii) the closing price of the Common Shares on the Business Day immediately prior to the date on which the DRS advice in respect to the relevant Conversion Shares is received by the Holder. Notwithstanding the foregoing, in connection with a Late Issuance, if, prior to the delivery to the Holder of the DRS advice with respect to the relevant Conversion Shares, an Event of Default occurs of the type described in clause (b) of the definition thereof and the Holder elects to require the Company to immediately redeem in cash all or any of this Convertible Note in respect of such Late Issuance in accordance with Subsection 2.3(b), then the Company shall pay to the Holder the amount calculated in accordance with this Section 2.6, up to and including the date the Holder's notice to the Company of its redemption election is to be delivered pursuant to Subsection 2.3(b) concurrently with the redemption payment for the amount of the Outstanding Principal so redeemed. The Company shall pay any payments incurred under this Section 2.6 in immediately available funds upon demand.

2.7 Conversion Date

The conversion of this Convertible Note is deemed to occur, in the case of a conversion pursuant to Subsection 2.3(a) or Subsection 2.3(c)(i), upon receipt by the Company of the Conversion Notice delivered or such later time as specified in such notice of conversion. The rights of the Holder terminate at such time and the Holder with respect to this Convertible Note will be treated as having become the Holder of record of Common Shares at that time.

2.8 Adjustments for Stock Splits

After the date of issue of this Convertible Note, the Conversion Price will be adjusted upon a Stock Split for determining the number of Conversion Shares to be issued upon conversion of the Outstanding Principal, to provide that at the time the Conversion Price is calculated it shall automatically be adjusted to give effect to any Stock Splits completed by the Company, such that the Conversion Price will be equal to the product obtained by multiplying the Conversion Price by a fraction:

(a) the numerator of which is the number of Common Shares issued and outstanding immediately before the Stock Split; and
(b) the denominator of which is the number of Common Shares issued and outstanding immediately after the Stock Split (assuming all Equity Securities issued pursuant to the Stock Split are converted into or exchanged for Common Shares in accordance with the terms thereof).

2.9 Adjustments for Capital Reorganizations

If, following the date of issue of this Convertible Note, the Common Shares are changed into the same or a different number of shares of any class or series of stock (including, for clarity, pursuant to a consolidation), whether by capital reorganization, reclassification, amalgamation or merger of the Company, or otherwise, this Convertible Note will be convertible into the kind and amount of shares, other securities and property receivable upon such change that a holder of a number of Common Shares equal to the number of Common Shares into which this Convertible Note was convertible immediately prior to the change is entitled to receive upon such change. In any such case, appropriate adjustment will be made in the application of the provisions of this Article 2 with respect to the rights of the holder of this Convertible Note after the capital reorganization, reclassification, amalgamation or merger to the end that the provisions of this Article 2 (including adjustment of the Conversion Price then in effect and the number of Common Shares or other securities or property purchasable upon conversion of this Convertible Note) will be applicable after that event and be as nearly equivalent as practicable.

2.10 Certificate as to Adjustments

In each case of an adjustment or readjustment of the Conversion Price, the Company, at its expense, will promptly furnish the Holder with a certificate setting out: (a) that adjustment or readjustment; (b) the Conversion Price at the time in effect; and (c) the number of Common Shares and the amount, if any, of other securities or other property which at the time would be received upon the conversion of all Outstanding Principal.

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2.11 U.S. Securities Laws

This Convertible Note and any Conversion Shares issuable upon conversion of this Convertible Note have not been and will not be registered under the Securities Act of 1933 (the "U.S. Securities Act") or under state securities laws of any state in the United States. Accordingly, this Convertible Note may not be transferred or exercised in the United States or by or on behalf of a U.S. Person (as defined in the U.S. Securities Act) or a person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws and the holder of this Convertible Note has furnished an opinion of counsel of recognized standing or such other documentation in form and substance satisfactory to the Company to such effect, as applicable.

2.12 Prohibitions on Conversion

Notwithstanding anything to the contrary contained herein or in the Subscription Agreement, unless consented to in writing by the Holder, the issuance by the Company of any Conversion Shares to the Holder upon any conversion of this Convertible Note shall not be effective or enforceable and shall be null and void if such issuance of Conversion Shares upon any such conversion of this Convertible Note would result in the Holder either alone or together with any person dealing at non-arm's length or affiliated with the Holder (as such term is defined for the purposes of the Income Tax Act (Canada)), or and any person acting in combination or in concert with the Holder, beneficially owning (directly or indirectly) greater than 9.99% of the outstanding Common Shares after giving effect to the issuance of such Conversion Shares upon such conversion of this Convertible Note.

ARTICLE 3

SECURITY INTEREST

3.1 Security Interest

The indebtedness evidenced by the Convertible Note, including the Outstanding Principal thereof and any Interest thereon, and all other obligations and liability of the Company to the Holder pursuant to this Convertible Note (collectively, the "Obligations"), shall be secured by the Bitcoin owned or acquired by the Company pursuant to the terms of a security agreement between the Company and the Holder that is held pursuant to the Account Control Agreement.

3.2 Distribution on Dissolution, Etc.

Upon any sale, in one transaction or a series of transactions, of all, or substantially all, of the assets of the Company or distribution of the assets of the Company upon any dissolution or winding-up or total liquidation of the Company, whether in bankruptcy, liquidation, re-organization, insolvency, receivership or other similar proceedings or upon an assignment to or for the benefit of creditors of the Company or otherwise (each a "Liquidating Event"), the proceeds of the Bitcoin held in the Account Control Agreement from such Liquidating Event will be delivered to the Holder in satisfaction of the Obligations, up to a maximum of the total amount due and owing pursuant to this Convertible Note.

3.3 Certificate Regarding Creditors

Upon any payment or distribution of assets of the Company referred to in this Article 3, the Holder shall be entitled to rely upon a certificate of the trustee in bankruptcy, receiver, assignee of or for benefit of creditors or other liquidating agent of the Company making such payment or distribution, delivered to the Holder, for the purpose of ascertaining the persons entitled to participate in such distribution, and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 3.

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3.4 Rights of Holder Reserved

Nothing contained in this Article 3 or elsewhere in this Convertible Note is intended to or shall impair, as between the Company and the Holder, the obligation of the Company, which is absolute and unconditional, to pay to the Holder the Outstanding Principal and Interest on the Convertible Note, as and when the same shall become due and payable in accordance with their terms, nor shall anything herein prevent the Holder from exercising all remedies otherwise permitted by applicable Law upon default under this Convertible Note.

3.5 Payment of Debenture Permitted

Nothing contained in this Convertible Note shall (i) prevent the Company, at any time, from making payments of the Outstanding Principal, Interest and other amounts to the Holder under this Convertible Note as herein provided, (ii) prevent the conversion of this Convertible Note into Common Shares as herein provided or as otherwise permitted according to Law, including in connection with a bankruptcy, reorganization, insolvency, or other arrangement with creditors, of the Company, or (iii) prevent the redemption of this Convertible Note by the Company as herein provided or as otherwise permitted according to Law.

3.6 Security Interest Discharge

The Company shall be entitled to a release and discharge of the security interest against the Bitcoin held in the Account Control Agreement registered to secure this Convertible Note upon full payment and satisfaction of all Obligations and upon written request by the Company, at the Company's expense.

ARTICLE 4 DEFAULT AND REMEDIES

4.1 Notice of Default

The Company shall promptly notify the Holder in writing upon obtaining knowledge of any Event of Default hereunder.

4.2 Waivers and Extensions

(a) The Holder may waive any default or any breach by the Company of any of the provisions contained in this Convertible Note. No waiver extends to a subsequent breach or default, whether or not the same as or similar to the breach or default waived, and no act or omission of the Holder extends to or is to be taken in any manner to affect any subsequent breach or default of the Company or the rights of the Holder resulting therefrom. Any such waiver must be in writing and signed by the Holder to be effective.

(b) The Holder may also grant extensions of time and other indulgences, take and give up securities, accept compositions, grant releases and discharges, and otherwise deal with the Company's guarantors or sureties and others and with other securities as the Holder may see fit without prejudice to the liability of the Company to the Holder or the Holder's rights, remedies and powers under this Convertible Note. No extension of time, forbearance, indulgence, delay in exercise or enforcement or other accommodation previously, now or subsequently given by the Holder to the Company operates as a waiver, alteration or amendment of the rights of the Holder or otherwise preclude the Holder from enforcing such rights previously, now or on any future occasion.

ARTICLE 5 REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1 Representations, Warranties and Covenants

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This Convertible Note is issued in accordance with, is conditional upon and is subject to and with the benefit of all the representations and warranties, covenants and terms and conditions set out in the Subscription Agreement.

ARTICLE 6

GENERAL

6.1 Disputes

(a) Subject to Section 6.1(d)(x), any dispute, claim, question or difference arising from, related to or in connection with this Convertible Note, including but not limited to any issue concerning its performance, enforcement, breach, termination or validity (a "Dispute") shall be resolved pursuant to this Section 6.1.

(b) In the event of a Dispute, either party may deliver a notice to the other party, which notice shall identify the nature of such Dispute and the provisions of this Convertible Note, if any, upon which the delivering party intends to rely.

(c) For a period of fifteen (15) Business Days following delivery of the notice contemplated in Section 6.1(b), the parties shall negotiate in good faith and use their reasonable efforts to attempt to settle the Dispute.

(d) Subject to Section 6.1(d)(x), and unless otherwise expressly agreed by the parties in writing, any Dispute that is not resolved pursuant to Section 6.1(c) shall be resolved by way of binding arbitration as follows:

(i) The arbitration is to be held in Vancouver, British Columbia.

(ii) The arbitration and all claims and defences advanced therein shall be governed by the substantive and procedural laws of British Columbia.

(iii) Either party may commence the arbitration by delivering a notice of arbitration, identifying the matters in dispute and the relief being sought.

(iv) The arbitration tribunal shall consist of a single arbitrator, appointed pursuant to this Section 6.1(d)(iv). Within five (5) Business Days of the delivery of a notice of arbitration, the parties shall each deliver the names of three arbitrators whom they are willing to appoint as the arbitrator for the Dispute. The parties shall then attempt in good faith to agree on an arbitrator. If the parties have not agreed on an arbitrator within ten (10) Business Days of the delivery of a notice of arbitration, each of the parties to the Dispute shall identify an unaffiliated person within a further ten (10) Business Days, and the two unaffiliated persons shall jointly select an arbitrator within a further ten (10) Business Days. In the event this process fails to result in the appointment of an arbitrator, either party may apply to the British Columbia Supreme Court (the "Court") to have an arbitrator appointed.

(vi) The arbitrator's award will be in writing. The arbitrator will have no authority to award punitive or exemplary damages. The award will be final, binding and not subject to any appeal, whether on questions of fact, law or mixed fact and law.

(vii) All fees and expenses of the arbitration will be borne by the parties equally. However, each party will bear the expense of its own counsel, experts, witnesses, and preparation and presentation of proofs. Notwithstanding the foregoing, the arbitrator will be entitled to make an award of costs at the conclusions of the hearing, including the fees of counsels and arbitrators.

(viii) Notwithstanding anything to the contrary set forth in this Section 6.1 or elsewhere in this Convertible Note, each of the parties is free to seek interim or interlocutory

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injunctive relief from the Court if: (i) no arbitrator has yet been appointed; and (ii) the party seeking such injunctive relief is at risk of suffering irreparable harm if required to wait for the appointment of an arbitrator before seeking such injunctive relief. Any injunctive relief granted by the Court will remain in place only until such time as an arbitrator appointed pursuant to this Section 6.1 determines can hear the motion for injunctive relief, at which time the injunction granted by the Court will dissolve and the arbitrator will be free to determine the appropriate relief as if it were a matter of first instance.

(x) The provisions of this Section 6.1 will survive in perpetuity. Any dispute regarding the applicability of this Section 6.1 to a particular claim or controversy will be arbitrated as provided in this Section 6.1.

6.2 Notice

Any notice, consent or approval required or permitted to be given in connection with this Convertible Note (in this Section 6.2 referred to as a "Notice") must be in writing and is sufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by other means of electronic communication, at the addresses or emails set out on the first page of this Convertible Note. Any Notice delivered or transmitted to a party as provided above is deemed to have been given and received on the day it is delivered or transmitted if it is delivered or transmitted on a Business Day before 4:00 p.m. (Vancouver time) (being the closing of trading on the CSE) on such day. If the Notice is delivered or transmitted after 4:00 p.m. (Vancouver time) or if such day is not a Business Day then the Notice is deemed to have been given and received on the next Business Day.

6.3 Enurement and Amendment

This Convertible Note enures to the benefit of the Holder and its successors and permitted assigns, and is binding upon the Company and its successors. Any term of this Convertible Note may be amended or waived by an agreement in writing signed by the Company and the Holder.

6.4 Assignment

(a) Subject to Section 2.11, the Holder may assign its rights and obligations under this Convertible Note, in whole or in part, to an Affiliate without the consent of the Company; provided, however, that the Holder may only assign its rights and obligations to any other person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.

(b) The Company may not transfer any of its rights or obligations under this Convertible Note without the prior written consent of the Holder.

6.5 Maximum Interest Rate

Notwithstanding any other provisions of this Convertible Note, if the amount of any interest, premium, fees or other monies or any rate of interest stipulated for, taken, reserved or extracted under this Convertible Note would otherwise contravene the provisions of section 347 of the Criminal Code (Canada), or any other successor or similar legislation, or would exceed the amounts which the Holder is legally entitled to charge and receive under any law to which such compensation is subject, then such amount or rate of interest shall be reduced to such maximum amount as would not contravene such provision; and to the extent that any excess has been charged or received, the Holder shall apply such excess against any outstanding obligation for the repayment of the Outstanding Principal and refund any further excess amount.

6.6 Withholding Tax.

All amounts paid or credited or deemed to have been paid or credited by or on behalf of the Company under or with respect to this Convertible Note (including, without limitation, any penalties, interest and other

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liabilities related thereto) will be made free and clear of and without withholding, or deduction for, or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other liabilities related hereto) imposed or levied by or on behalf of the Government of Canada or elsewhere, or of any province or territory thereof or by any authority or agency therein or thereof having power to tax ("Withholding Taxes"), unless the Company is required by law or the interpretation or administration thereof, to withhold or deduct any amounts for, or on account of Withholding Taxes. If the Company determines, in its sole and absolute discretion, that it is so required to withhold or deduct any amount for, or on account of, Withholding Taxes from any amount paid or credited or deemed to have been paid or credited under or with respect to this Convertible Note, the Company shall deduct and withhold such Withholding Taxes from any amount paid or credited or deemed to have been paid or credited under or with respect to this Convertible Note and, provided that the Company forthwith remits such amount to the relevant governmental authority or agency, the amount of any such deduction or withholding will be considered an amount paid in satisfaction of the Company's obligations under this Convertible Note. There is no obligation on the Company to gross-up or pay any additional amounts to any holder of this Convertible Note in respect of such deductions or withholdings. For greater certainty, if any amount is required to be deducted or withheld in respect of Withholding Taxes upon a conversion of this Convertible Note, the Company shall be entitled to liquidate (whether directly or through a broker) such number of Common Shares (or other securities) otherwise issuable as a result of such conversion as shall be necessary in order to satisfy such requirement plus any broker or other fees associated with such liquidation. The Company shall provide the applicable holder of this Convertible Note with copies of receipts or other communications relating to the remittance of such withheld amount or the filing of any forms received from such government authority or agency promptly after receipt thereof. Each holder of this Convertible Note and each relevant party shall indemnify and hold the Company harmless from any loss, interest, penalties, tax or other amounts for which the Company may be liable for any failure to deduct, withhold or remit Withholding Taxes in connection with any amount paid or credited or deemed to have been paid or credited under this Convertible Note.

6.7 No Short Sales or Share Lending.

The Holder covenants and agrees that, for so long as any portion of the Convertible Note remains outstanding, the Holder shall not, directly or indirectly, (i) engage in any short sale, hedging transaction, or other arrangement that is designed to or could reasonably be expected to result in a decrease in the market price of the Company's securities, or (ii) lend, pledge, or otherwise permit any third party to borrow or use any securities of the Company held by the Holder.

6.8 Entire Agreement

Except as expressly provided for in this Convertible Note and the Subscription Agreement and in the agreements, instruments and other documents provided for, contemplated or incorporated herein or therein, this Convertible Note, together with the Subscription Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understanding.

6.9 Severability

If any provision of this Convertible Note or any portion thereof or the application thereof to any person or circumstance shall to any extent be illegal, invalid or unenforceable, the remainder of this Convertible Note or the application of such provision or any portion thereof to any other person or circumstance shall not be affected thereby and the parties will negotiate in good faith to amend this Convertible Note to implement the intentions set forth in this Convertible Note. Each provision of this Convertible Note shall be legal, valid and enforceable to the fullest extent permitted by law.

6.10 Indemnity

The Company agrees to indemnify and hold harmless the Holder and its Affiliates and each of their respective directors, officers, employees, agents, partners and investors (collectively, the "Indemnified Parties") from and against any and all actions, claims, losses (excluding consequential losses), damages (excluding consequential damages), liabilities, obligations, penalties, fees, costs and expenses (including legal fees) and taxes (together, the "Losses") incurred by such Indemnified Parties arising out of or in connection with: (a) any breach by the Company of its representations, warranties, covenants or

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agreements contained in this Convertible Note; or (b) the Holder relying on any written instructions of the Company. Notwithstanding the foregoing, the indemnity in this Section 6.9 shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that any of the Holder and/or the Indemnified Parties has been grossly negligent or has committed wilful misconduct or any fraudulent act in the course of such performance.

6.11 Exclusivity and Other Financings

Section 6.1(e) of the Subscription Agreement is specifically incorporated by reference into this Convertible Note, mutatis mutandis.

6.12 Non-Business Day

If any date that may at any time be specified in this Convertible Note as a date for the making of any payment of the Outstanding Principal under this Convertible Note shall fall on a day that is not a Business Day, then the date for the making of that payment shall be the next subsequent Business Day.

6.13 Governing Law; Venue

This Convertible Note is made under and governed by and is to be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in the Province of British Columbia. The parties hereby irrevocably and unconditionally attorn and submit to the jurisdiction of the courts of the Province of British Columbia in any action or proceeding arising out of or relating to this Convertible Note. Each of the parties waives objection to the venue of any action or proceeding in such court or any argument that such court provides an inconvenient forum.

6.14 Currency

Except as otherwise stated herein, all amounts are stated and payments under this Convertible Note are to be paid in Canadian currency.

6.15 Further Assurances

The Company will execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered any further acts, deeds, transfers, assignments and assurances as the Holder may reasonably require for the better accomplishing and effectuating of this Convertible Note.

6.16 Electronic Execution

This Convertible Note will not be valid for any purpose whatsoever until signed by the Company. This Convertible Note may be signed by electronic signature (including by DocuSign or Adobe Sign) and delivered via electronic mail (including pdf), or other transmission or method.

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Settled Form

IN WITNESS WHEREOF the Company has caused this Convertible Note to be signed by a duly authorized officer.

UNIVERSAL DIGITAL INC.

By:

Name: Peter Rhodes
Title: Chief Executive Officer

B-1

SCHEDULE "B"

FORM OF CONVERSION NOTICE

See attached.

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Schedule 1

CONVERSION NOTICE

TO: UNIVERSAL DIGITAL INC. (the "Company")

Pursuant to the Senior Secured Convertible Note (the "Note") of the Company issued to the undersigned on _, 202, the undersigned hereby notifies you that $ _ of __________ the Outstanding Principal under the Note shall be converted into Conversion Shares in accordance with the terms of the Note on __________, 20.

Capitalized terms not otherwise defined herein have the meanings attributed to them in the Note.

If any Convertible Notes represented by this certificate are not being exercised, a new Convertible Note certificate representing the Outstanding Principal of Convertible Notes which are not exercised hereby will be issued and delivered with the Conversion Share certificate(s) or direct registration statement(s).

Please issue and deliver a certificate or direct registration statement for the Conversion Shares being purchased according to the following registration and delivery instructions:

NAME: (please print)

ADDRESS:

DELIVERY:

The undersigned holder hereby represents and warrants to the Company, and acknowledges and agrees that the Company is relying on the truth and accuracy of such representations and warranties in agreeing to issue the Conversion Shares:

it is resident in ____ (the "Foreign Jurisdiction"), and the decision to acquire the Conversion Shares issuable upon conversion of the Convertible Notes was made in the Foreign Jurisdiction;
it is acquiring the Conversion Shares as principal for its own account and not for the benefit of any other person and not with a view to the resale or distribution of the Conversion Shares;
it is not a resident of Canada and is not, and is not purchasing the Conversion Shares for the account or benefit of, a person in the United States or a U.S. Person (as that term is defined in Regulation S under the United States Securities Act of 1933);
the issuance of the Conversion Shares to the undersigned complies with all applicable laws of the Foreign Jurisdiction, and will not cause the Company to become subject to, or require it to comply with, any disclosure, prospectus, filing or reporting requirements under any applicable laws of the Foreign Jurisdiction;
it is knowledgeable of, or has been independently advised as to, the applicable securities laws of the Foreign Jurisdiction which would apply to the issuance of the Conversion Shares;
it is receiving the Conversion Shares pursuant to exemptions from the prospectus and registration requirements (or their equivalent) under the applicable securities laws of the Foreign Jurisdiction

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or, if such is not applicable, is permitted to receive the Conversion Shares pursuant to the applicable securities laws of the Foreign Jurisdiction without the need to rely on an exemption; and

the applicable securities laws of the Foreign Jurisdiction do not require the Company to register the Conversion Shares, file a prospectus, registration statement, offering memorandum or similar document, or make any filings or disclosures or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the Foreign Jurisdiction.

In the event that the holder is resident in Canada or the United States, or is subject to the securities laws of Canada or the United States, additional documentation may be required in connection with the conversion of the Convertible Notes. In addition, the Conversion Shares to be delivered in connection with such exercise may be subject to hold periods imposed by the securities laws of the United States, as applicable.

Notwithstanding anything to the contrary contained herein or in the Subscription Agreement, unless consented to in writing by the Holder, the number of Conversion Shares that may be acquired by the Holder upon any exercise of this Convertible Note shall be limited to the extent necessary to ensure that following such exercise the Holder, and any person acting in combination or in concert with the Holder, will not beneficially own (directly or indirectly) greater than 9.99% of the outstanding Common Shares after giving effect to the conversion and issuance.

The undersigned certifies on behalf of the holder converting the principal sum contemplated hereby that as of the date hereof, the holder and all persons acting in combination or in concert with the holder hold an aggregate of ____ Common Shares.

Name:

Title:

INSTRUCTIONS:

The registered holder of a Note may exercise its right to acquire Conversion Shares by completing and surrendering this conversion notice and the Note certificate or direct registration statement representing the Note being converted to the Company. Certificates or direct registration statement representing the Conversion Shares to be acquired on exercise will be sent by prepaid first class mail to the address(es) above after the receipt of all required documentation, subject to the terms of the Note certificate.
If this conversion notice indicates that the Conversion Shares are to be issued to a person or persons other than the registered holder of the Convertible Notes to be converted: (a) the signature of the registered holder on this conversion notice must be medallion guaranteed by an authorized officer of a chartered bank, trust corporation or an investment dealer who is a member of a recognized stock exchange; and (b) the registered holder must pay to the Company all applicable taxes and other duties.
If this conversion notice is signed by a trustee, executor, administrator, custodian, guardian, attorney, officer of a corporation or any other person acting in a fiduciary or representative capacity, this conversion notice must be accompanied by evidence of authority to sign satisfactory to the Company.

DATED this __ day of _____, _______.

Settled Form

Signature of Witness
[Please Note Instruction 2]

Print name of Witness

Signature of registered holder or Signatory thereof

If applicable, print Name and Office of Signatory

Print Name of registered holder as on certificate

Street Address

City, Province/State and Postal/ZIP Code

SCHEDULE "C"
Form of Warrant Certificate

See attached.

C-1

Settled Form

FORM OF WARRANT CERTIFICATE

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND ANY SECURITY ISSUED ON EXERCISE HEREOF MUST NOT TRADE THE SECURITY BEFORE [●], 2026.

THE WARRANTS REPRESENTED HEREBY WILL BE VOID AND OF NO VALUE AFTER 5:00 PM (PACIFIC TIME) ON [●].

WARRANT CERTIFICATE

UNIVERSAL DIGITAL INC.

(Incorporated under the laws of the Province of British Columbia)

CERTIFICATE NUMBER: [●]

NUMBER OF WARRANTS: [●]

COMMON SHARE PURCHASE WARRANTS

THIS IS TO CERTIFY THAT, for value received, Helena Global Investment Opportunities 1 Ltd., 71 Fort Street, 3rd Floor, Grand Cayman, Cayman Islands, KY1-1111, or its lawful assignee (the "Holder") is entitled to subscribe for and purchase up to [●] fully paid and non-assessable common shares without par value of Universal Digital Inc. (collectively, the "Shares" and individually, a "Share") at any time on or before 5:00 p.m. Pacific Time on [●], 2026 (the "Expiry Date"), at a price of $[●] per Share, subject, however, to the provisions and upon the Terms and Conditions attached hereto as Schedule "A" and forming part thereof.

The rights represented by this Warrant Certificate may be exercised by the Holder, in whole or in part (but not as to a fraction of a Share) by surrender of this Warrant Certificate (properly endorsed as required), together with a Warrant Exercise Form in the form attached hereto as Appendix "B", duly completed and executed, to Universal Digital Inc. (the "Company") at 15th Floor, 1111 West Hastings St Vancouver, BC V6E 2J3, Attention: Peter Rhodes, or by email to [Redacted – Email Address], or such other address as the Company may from time to time in writing direct, together with a certified cheque or bank draft payable to or to the order of the Company in payment of the purchase price of the number of Shares subscribed for, or such other payment as requested or approved by the Company. The Holder is advised to read "Instruction to Holders" attached hereto as Appendix "A" for details on how to complete the Warrant Exercise Form (as such term is defined in Schedule "A").

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed by a duly authorized officer.

DATED for reference this ___ day of __, 2025.

UNIVERSAL DIGITAL INC.

Per: _______

Authorized Signing Officer

SCHEDULE “A”

TERMS AND CONDITIONS
ATTACHED TO COMMON SHARE PURCHASE WARRANTS
ISSUED BY UNIVERSAL DIGITAL INC.
(the “Company”)

Each Warrant of the Company, whether single or part of a series, is subject to these Terms and Conditions as they were at the date of issue of the Warrant.

PART 1
DEFINITIONS AND INTERPRETATION

Definitions

1.1 In these Terms and Conditions, except as otherwise expressly provided herein, the following words and phrases will have the following meanings:

(a) “Business Day” means a day, other than a Saturday, Sunday or statutory holiday in the Province of British Columbia.

(b) “Company” means Universal Digital Inc. and includes any successor corporations.

(c) “Exchange” means the Canadian Securities Exchange, or such other stock exchange on which the Shares principally trade.

(d) “Exercise Price” means $[\bullet]$ per Share or as may be adjusted as per §5.2.

(e) “Expiry Date” means the date defined as such on the face page of the Warrant Certificate.

(f) “Expiry Time” means 5:00 p.m. Pacific Time on the Expiry Date.

(g) “Holder” means the registered holder of a Warrant.

(h) “Issue Date” means [●], 2025.

(i) “Pacific Time” means the local time in Vancouver, British Columbia.

(j) “person” means an individual, corporation, partnership, trustee or any unincorporated organization, and words importing persons have a similar meaning.

(k) “Shares” or “shares” means the common shares in the authorized share structure of the Company, and any shares resulting from any event referred to in §5.2.

(l) “Warrant” means a warrant as evidenced by this Warrant Certificate, whereby one (1) Warrant entitles the holder thereof to purchase one (1) Share of the Company (subject to adjustment) on or before the Expiry Date at the Exercise Price.

(m) “Warrant Certificate” means the certificate evidencing the Warrant.

(n) “Warrant Exercise Form” means Appendix “B” hereof.

(o) “Warrant Transfer Form” means Appendix “C” hereof.

Interpretation

1.2 In these Terms and Conditions, except as otherwise expressly provided herein:

(a) The words “herein”, “hereof”, and “hereunder” and other words of similar import refer to this Warrant Certificate as a whole and not to any particular Part, clause, subclause or other subdivision.

(b) A reference to a Part means a Part of these Terms and Conditions and the symbol § followed by a number or some combination of numbers and letters refers to the section, paragraph or subparagraph of these Terms and Conditions so designated.

(c) The headings are for convenience only, do not form a part of these Terms and Conditions and are not intended to interpret, define or limit the scope, extent or intent of these Terms and Conditions or any of its provisions.

(d) All dollar amounts referred to herein are expressed in Canadian funds.

(e) Time will be of the essence hereof.

(f) Words importing the singular number include the plural and vice versa, and words importing the masculine gender include feminine and neuter genders.

Applicable Law

1.3 The Warrants will be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable thereto and will be treated in all respects as legal contracts under the laws of the Province of British Columbia.

PART 2 ISSUE OF WARRANTS

Issue in Substitution for Lost Warrants

2.1 In case a Warrant Certificate will become mutilated, lost, destroyed or stolen, the Company in its discretion may issue and deliver a new Warrant Certificate of like date and tenor as the one mutilated, lost, destroyed or stolen in exchange for, and in place of, and upon cancellation of, such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate, and the Warrants represented by such substituted Warrant Certificate will be entitled to the benefit hereof and rank equally in accordance with its terms with all other Warrants of the same issue. The Company may charge a reasonable fee for the issuance and delivery of a new Warrant Certificate.

2.2 The applicant for the issue of a new Warrant Certificate pursuant hereto will bear the cost of the issue thereof and in the case of loss, destruction or theft furnish to the Company such evidence of ownership, and of loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as will be satisfactory to the Company in its discretion; and such applicant may also be required to furnish indemnity in amount and form satisfactory to the Company in its discretion and will pay the reasonable charges of the Company in connection therewith.

Holder not a Shareholder

2.3 The holding of a Warrant will not constitute the Holder a shareholder of the Company, nor entitle the Holder to any right or interest in respect thereof, except as expressly provided in the Warrant Certificate.

Securities Law Exemption

2.4 The Holder acknowledges and agrees that the Warrants and any Shares issued pursuant to the exercise of any Warrants have been or will be issued only on a basis exempt from the prospectus requirement of applicable securities legislation and that the Company has no obligation to, and does not intend to, file any prospectus or registration statement in any jurisdiction in order to qualify any of such Warrants and/or Shares for resale.

PART 3
OWNERSHIP AND TRANSFER OF WARRANT

Exchange of Warrants

3.1 A Warrant Certificate in any authorized denomination, upon compliance with the reasonable requirements of the Company, may be exchanged for a Warrant Certificate(s) in any other authorized denomination of the same issue entitling the Holder to purchase an equal aggregate number of Shares at the same Exercise Price and on the same terms as the Warrant Certificate so exchanged.

3.2 Warrants may be exchanged only with the Company. Any Warrants tendered for exchange will be surrendered to the Company and cancelled.

3.3 Subject to compliance with applicable securities laws, the Warrants are transferable on the terms and conditions contained herein and by the Holder completing and submitting to the Company a completed and duly executed Warrant Transfer Form.

Charges for Exchange

3.4 On exchange of Warrants, the Company, except as otherwise herein provided, may charge a reasonable fee for each new Warrant Certificate issued, and payment of any transfer taxes or governmental or other charges required to be paid will be made by the party requesting such exchange.

Ownership of Warrants

3.5 The Company may deem and treat the Holder of a Warrant as the absolute owner of such Warrant for all purposes and will not be affected by any notice or knowledge to the contrary.

Notice to Holder

3.6 Unless herein otherwise expressly provided, any notice to be given hereunder to a Holder will be deemed to be validly given, if mailed to the address of the Holder as set out on the Warrant Certificate. Any notice so given will be deemed to have been received five days from the date of mailing to the Holder or any market intermediary then holding the Warrants of the Holder in any trust account.

PART 4
EXERCISE OF WARRANTS

Method of Exercise of Warrants

4.1 The right to purchase Shares conferred by a Warrant may be exercised by the Holder surrendering the Warrant Certificate, together with a duly completed and executed Warrant Exercise Form and a certified cheque or bank draft payable to, or to the order of, the Company at the address as set out on the Warrant Certificate, or such other form of payment as the Company may request or agree, for the purchase price applicable at the time of surrender in respect of the Shares subscribed for in lawful money of Canada to the Company at the address as set out on the Warrant Exercise Form.

Effect of Exercise of Warrants

4.2 Upon surrender and the clearance and settlement of the payment as aforesaid, the Shares so subscribed for will be deemed to have been issued, and the Holder will be deemed to have become the holder of such Shares on the date of such surrender and payment, and such Shares will be issued at the Exercise Price as may be adjusted in the events and in the manner described herein.

4.3 Within five (5) Business Days after surrender and the clearance and settlement of the payment as aforesaid, the Company will forthwith cause to be delivered to the person in whose name the Shares are directed to be registered as specified in such Warrant Exercise Form, or if no such direction is given, the Holder, a certificate for the appropriate number of Shares not exceeding those which the Holder is entitled to purchase pursuant to the Warrant Certificate surrendered. If the Company fails to deliver the certificate representing such Shares to the Holder, or its nominee(s), or assignee(s), as the case may be, within such five (5) Business Day period, the Company shall, subject to the Holder being in compliance with the terms of exercise set out herein, pay to the Holder, in cash, an amount equal to 2% of the payment of the purchase price for the Shares subscribed for, which amount shall accrue daily until such certificate has been delivered to the Holder, or its nominee(s), or assignee(s), as the case may be (the "Delivery Penalty"). Notwithstanding the foregoing, the Delivery Penalty shall not accrue, be payable, or be owed by the Company to the Holder if the Company has submitted, within three (3) Business Days of the receipt such Warrant Exercise Form, the surrender of the Warrant Certificate and clearance and settlement of the payment as aforesaid, a treasury direction to the Company's transfer agent requesting that certificates or DRS advice statement representing such Shares shall be delivered to the Holder, or its nominee(s), or assignee(s), as applicable.

Subscription for Less than Entitlement

4.4 A Holder may purchase a number of Shares less than the number which the Holder is entitled to purchase pursuant to the surrendered Warrant Certificate. In the event of any purchase of a number of Shares less than the number which can be purchased pursuant to a Warrant Certificate, the Holder, upon exercise thereof, will, in addition to certificates representing Shares issued on such exercise, and be entitled to receive a new Warrant Certificate in respect of the balance of the Shares which the Holder was entitled to purchase pursuant to the surrendered Warrant Certificate but which were not then purchased.

Warrants for Fractions of Shares

4.5 To the extent that a Holder is entitled to receive on the exercise or partial exercise thereof a fraction of a Share, such right may be exercised in respect of such fraction only in combination with another Warrant which in the aggregate will entitle the Holder to receive a whole number of Shares. For greater certainty, no fractional Shares shall be issued to the Holder. Any fractional Shares shall be rounded down to the nearest whole number of Shares.

Expiration of Warrants

4.6 After the Expiry Date, all rights under the Warrants will wholly cease and terminate, and the Warrants will thereupon be void and of no effect.

Exercise Price

4.7 The price per Share which must be paid to exercise a Warrant is the Exercise Price, as may be adjusted in the events and in the manner described herein.

PART 5
ADJUSTMENTS

Adjustments

5.1 Unless there is something in the subject matter or context inconsistent therewith, in this Part 5, the words and terms defined below will have the following respective meanings:

(a) “Adjustment Period” means the period commencing on the Issue Date and ending at the Expiry Time.

(b) “Current Market Price” of the Shares at any date means the closing market price per Share of such Shares on the day immediately preceding such date on the Exchange, or, if the Shares are not then listed on any Exchange, then the Current Market Price will be determined by the board of directors of the Company, acting reasonably.

(c) “director” means a director of the Company for the time being and, unless otherwise specified herein, a reference to action “by the directors” means action by the directors of the Company as a board or, whenever empowered, action by the executive committee of such board.

(d) “trading day” with respect to a stock exchange or over-the-counter market means a day on which such stock exchange or market is open for business.

5.2 The Exercise Price and the number of Shares issuable to the Holder will be subject to adjustment from time to time in the events and in the manner provided as follows:

(a) If at any time during the Adjustment Period the Company:

(i) fixes a record date for the issue of, or issues, Shares to the holders of all or substantially all of the outstanding Shares by way of a stock dividend;

(ii) fixes a record date for the distribution to, or makes a distribution to, the holders of all or substantially all of the Shares payable in Shares or securities exchangeable for or convertible into Shares;

(iii) subdivides the outstanding Shares into a greater number of Shares; or

(iv) consolidates the outstanding Shares into a lesser number of Shares;

(any of such events in subparagraphs (i), (ii), (iii) and (iv) above being herein called a “Common Share Reorganization”), the Exercise Price will be adjusted on the earlier of the record date on which holders of Shares are determined for the purposes of the Common Share Reorganization and the effective date of the Common Share Reorganization to the amount determined by multiplying the Exercise Price in effect immediately prior to such record date or effective date, as the case may be, by a fraction:

(I) the numerator of which will be the number of Shares outstanding on such record date or effective date before giving effect to such Common Share Reorganization; and

(II) the denominator of which will be the number of Shares that will be outstanding immediately after giving effect to such Common Share Reorganization (including in the case of a distribution of securities exchangeable for or convertible into Shares at no additional cost to the

holder thereof the number of Shares that would be outstanding had such securities all been exchanged for or converted into Shares on such date).

To the extent that any adjustment in the Exercise Price occurs pursuant to this §5.2(a) as a result of the fixing by the Company of a record date for the distribution of securities exchangeable for or convertible into Shares, the Exercise Price will be readjusted immediately after the expiry of any relevant exchange or conversion right to the Exercise Price that would then be in effect based upon the number of Shares actually issued and remaining issuable after such expiry and will be further readjusted in such manner upon the expiry of any further such rights.

(b) If at any time during the Adjustment Period the Company fixes a record date for the issue or distribution to the holders of all or substantially all of the outstanding Shares of rights, options or warrants pursuant to which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (such period being the "Rights Period"), to subscribe for or purchase Shares or securities exchangeable for or convertible into Shares at a price per Share (or in the case of securities exchangeable for or convertible into Shares at an exchange or conversion price per Share at the date of issue of such securities) of less than 95% of the Current Market Price of the Shares on such record date (any of such events being herein called a "Rights Offering"), the Exercise Price, subject to the approval of the Exchange, if required, will be adjusted effective immediately after the record date for the Rights Offering to the amount determined by multiplying the Exercise Price in effect on such record date by a fraction:

(i) the numerator of which will be the aggregate of:

(I) the number of Shares outstanding on the record date for the Rights Offering; and

(II) the quotient determined by dividing:

(A) either (a) the product of the number of Shares offered during the Rights Period pursuant to the Rights Offering and the price at which such Shares are offered, or, (b) the product of the exchange or conversion price of the securities so offered and the number of Shares for or into which the securities offered pursuant to the Rights Offering may be exchanged or converted, as the case may be, by

(B) the Current Market Price of the Shares as of the record date for the Rights Offering; and

(ii) the denominator of which will be the aggregate of the number of Shares outstanding on such record date and the number of Shares offered pursuant to the Rights Offering (including in the case of the issue or distribution of securities exchangeable for or convertible into Shares the number of Shares for or into which such securities may be exchanged or converted).

If by the terms of the rights, options, or warrants referred to in this §5.2(b)(ii), there is more than one purchase, conversion or exchange price per Share, the aggregate price of the total number of additional Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered, will be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Share, as the case may be. Any Shares owned by or held for the account of the Company will be deemed not to be outstanding for the purpose of any such

calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this §5.2(b)(ii) as a result of the fixing by the Company of a record date for the issue or distribution of rights, options or warrants referred to in this §5.2(b)(ii), the Exercise Price will be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to the Exercise Price that would then be in effect based upon the number of Shares actually issued and remaining issuable after such expiry and will be further readjusted in such manner upon the expiry of any further such rights.

(i) a reclassification or redesignation of the Shares, any change of the Shares into other shares or securities or any other capital reorganization involving the Shares, other than a Common Share Reorganization;

(ii) a consolidation, amalgamation or merger of the Company with or into any other body corporate that results in a reclassification or redesignation of the Shares or a change of the Shares into other shares or securities; or

(iii) the transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity;

(any of such events being herein called a “Capital Reorganization”), then after the effective date of the Capital Reorganization the Holder will be entitled to receive, and shall accept, for the same aggregate consideration, upon exercise of the Warrants, in lieu of the number of Shares to which the Holder was theretofore entitled upon the exercise of the Warrants, the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the Holder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Shares that the Holder was at such time entitled to purchase or receive upon the exercise of the Warrants. If necessary, as a result of any Capital Reorganization, appropriate adjustments will be made in the application of the provisions of this Warrant Certificate with respect to the rights and interest thereafter of the Holder to the end that the provisions of this Warrant Certificate will thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Warrants.

(d) If at any time during the Adjustment Period any adjustment or readjustment in the Exercise Price occurs pursuant to the provisions of §5.2(a), §5.2(b) or §5.2(c), then the number of Shares purchasable upon the subsequent exercise of the Warrants will be simultaneously adjusted or readjusted, as the case may be, by multiplying the number of Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment or readjustment by a fraction that is the reciprocal of the fraction used in the adjustment or readjustment of the Exercise Price.

5.3
§5.2:
The following rules and procedures will be applicable to any adjustments made pursuant

(a) Subject to the following provisions of this §5.3, any adjustments made will be made successively whenever an event referred to in §5.2 occurs.

(b) No adjustment in the Exercise Price will be required unless the adjustment would result in a change of at least one percent (1%) in the Exercise Price then in effect and no adjustment will be made in the number of Shares purchasable or issuable on the exercise of the

Warrants unless it would result in a change of at least one one-hundredth of a Share; provided, however, that any adjustments that, except for the provisions of this paragraph, would otherwise have been required to be made will be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of §5.2, no adjustment of the Exercise Price will be made that would result in an increase in the Exercise Price or a decrease in the number of Shares issuable upon the exercise of the Warrants (except in respect of a consolidation of the outstanding Shares).

(c) If at any time during the Adjustment Period the Company takes any action affecting the Shares, other than an action or an event described in §5.2, which in the opinion of the directors would have a material adverse effect upon the rights of the Holder under this Warrant, the Exercise Price and/or the number of Shares purchasable under this Warrant will be adjusted in such manner and at such time as the directors may determine to be equitable in the circumstances, but subject in all cases to any necessary regulatory approval, including approval of the Exchange (or such other stock exchange or quotation system on which the Shares are then listed and posted (or quoted) for trading, as applicable). Failure of the taking of action by the directors so as to provide for an adjustment prior to the effective date of any action by the Company affecting the Shares will be deemed to be conclusive evidence that the directors have determined that it is equitable to make no adjustment in the circumstances.

(d) No adjustment in the Exercise Price or in the number or kind of securities purchasable on the exercise of the Warrants will be made in respect of any event described in §5.2 if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder had exercised the Warrants prior to, or on, the record date or effective date, as the case may be, of such event.

(e) If the Company sets a record date to determine holders of Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights legally abandons its plan to pay or deliver such dividend, distribution or subscription or purchase rights, no adjustment in the Exercise Price or the number of Shares purchasable upon the exercise of the Warrants will be required by reason of the setting of such record date and any such adjustment that has been made will be reversed.

(f) In any case in which this Warrant requires that an adjustment become effective immediately after a record date for an event referred to in §5.2, the Company may defer, until the occurrence of such event:

(i) issuing to the Holder, to the extent that the Warrants are exercised after such record date and before the occurrence of such event, the additional Shares issuable upon such exercise by reason of the adjustment required by such event; and

(ii) delivering to the Holder any distribution declared with respect to such additional Shares after such record date and before such event,

provided, however, that the Company delivers to the Holder an appropriate instrument evidencing the right of the Holder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price or the number of Shares purchasable upon the exercise of the Warrants.

(g) As a condition precedent to the taking of any action that would require an adjustment pursuant to §5.2, the Company will take any action that may, in the opinion of the Company's legal counsel, be necessary in order that the Company may validly and legally

issue as fully paid and non-assessable all of the Shares that the Holder is entitled to receive in accordance with the provisions of this Warrant.

(h) All adjustments to the Exercise Price or the number of Shares purchasable pursuant to this Warrant are subject to the prior approval of the Exchange (or such other stock exchange or quotation system on which the Shares are then listed and posted (or quoted) for trading, as applicable). The Company shall keep the Holder, or its agent, reasonably updated and informed with respect to such approval process.

(i) If any questions will at any time arise with respect to the Exercise Price or any adjustment provided for in this Part 5, such questions will be conclusively determined by the board of directors of the Company, acting reasonably.

Hold Period

5.4 The Shares received by the Holder upon the exercise of the Warrants may be subject to restrictions on resale under the Securities Act (British Columbia), the rules and policies of the Exchange and/or other applicable securities laws.

U.S. Securities Laws

5.5 This Warrant and any Shares issuable upon exercise of this Warrant have not been and will not be registered under the Securities Act of 1933 (the "U.S. Securities Act"), as amended, or under state securities laws of any state in the United States. Accordingly, this Warrant may not be transferred or exercised in the United States or by or on behalf of a U.S. Person (as defined in the U.S. Securities Act) or a person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws and the holder of this Warrant has furnished an opinion of counsel of recognized standing or such other documentation in form and substance satisfactory to the Company to such effect, as applicable.

PART 6 COVENANTS BY THE COMPANY

Reservation of Shares

6.1 The Company will reserve, and there will remain unissued out of its authorized share structure, a sufficient number of shares to satisfy the rights of purchase provided for in all Warrants from time to time outstanding.

PART 7 MODIFICATION OF TERMS, SUCCESSORS

Modification of Terms and Conditions for Certain Purposes

7.1 From time to time the Company may, subject to the provisions of the Warrant Certificate and the policies of the Exchange, modify the terms and conditions hereof, without the prior consent of the Holder, for the purposes of:

(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the reasonable opinion of counsel for the Company, are necessary or advisable in the circumstances for the protection of the Holders;

(b) making such provisions not inconsistent herewith as may be necessary or desirable for the purpose of obtaining a listing or quotation of Warrants on any stock exchange, bourse or quotation system;

(c) adding to or altering the provisions hereof in respect of: (i) the registration of Warrants; (ii) the exchange of Warrant Certificate of different denominations, and (iii) making any modification in the form of Warrant Certificate; which do not affect the substance thereof;

(d) for any other purpose not inconsistent with the terms hereof, including the correction or rectification of any ambiguities, defective provisions, errors or omissions herein; or

(e) to evidence any succession of any corporation and the assumption by any successor of the covenants of the Company herein and in the Warrants contained as provided hereafter in this Part 7.

Company may Amalgamate on Certain Terms

7.2 Nothing herein contained will prevent any amalgamation or merger of the Company with or into any other company, or the sale of the property or assets of the Company to any company lawfully entitled to acquire the same; provided however that the company formed by such merger or amalgamation or which acquires by conveyance or transfer all or substantially all the properties and assets of the Company will, simultaneously with such amalgamation, merger, conveyance or transfer, assume the due and punctual performance and observance of all the covenants and conditions hereof to be performed or observed by the Company and will succeed to and be substituted for the Company, and such changes in phraseology and form (but not in substance) may be made in the Warrant Certificate as may be appropriate in view of such amalgamation, merger or transfer.

Additional Financings

7.3 Nothing herein contained will prevent the Company from issuing any other securities or rights during the period within which a Warrant is exercisable, upon such terms as the Company may deem appropriate.

Limitation on Exercise (9.9% Limit)

7.4 The Holder agrees that it shall be prohibited from exercising any Warrants represented by this Warrant Certificate if the aggregate number of Shares owned or controlled, directly or indirectly, by the Holder either alone or together with any person dealing at non-arm's length or affiliated with the Holder (as such term is defined for the purposes of the Income Tax Act (Canada)), or any person acting in combination or in concert with the Holder, beneficially owning (or deemed to beneficially own under applicable securities laws), that collectively, as a result of such exercise would exceed 9.99% of the issued and outstanding Shares calculated on the date of exercise of the Warrants. To the extent the above limitation applies, the determination of whether any Warrants shall be exercisable (vis-à-vis other convertible, redeemable, exercisable or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be convertible, redeemable, exercisable or exchangeable (as among all such securities owned by the Holder and its affiliates) shall, subject to the above limitation, be determined on the basis of the first submission to the Company for conversion, exercise, redemption or exchange (as the case may be). No prior inability to exercise any Warrants represented by this Warrant Certificate or to issue Shares pursuant to this Section 7.4 shall have any effect on the applicability of the provisions of this Section 7.4 with respect to any subsequent determination of exercisability. For greater certainty, the limitation on exercise set out in Section 3.5.2 of the Subscription Agreement is also applicable to these Warrants.

Miscellaneous

7.5 All notices or other communications to be given under this Warrant Certificate shall be delivered by hand, by post or by electronic mail and, if delivered by hand, shall be deemed to have been given on the delivery date, if delivered by post, on the third business day next following the post thereof, and, if sent by electronic mail, on the date of transmission if sent before 5:00 p.m., Toronto time, on a business day or, if sent after 5:00 p.m., Toronto time, or such day is not a business day, on the first business day following the date of transmission.

APPENDIX "A"
INSTRUCTIONS TO HOLDERS

TO EXERCISE:

To exercise Warrants, the Holder must complete, sign and deliver the Warrant Exercise Form, attached as Appendix "B" and deliver the Warrant Certificate(s) to the Company, indicating the number of common shares to be acquired.

TO TRANSFER:

To transfer Warrants, and subject to compliance with applicable securities laws, the Holder must complete, sign and deliver the Warrant Transfer Form, attached as Appendix "C" and deliver the Warrant Certificate(s) to the Company. The Company may require such other certificates or opinions to evidence compliance with applicable securities legislation in Canada.

To transfer Warrants, the Holder's signature on the Warrant Transfer Form must be guaranteed by an authorized officer of a chartered bank, trust company or an investment dealer who is a member of a recognized stock exchange.

GENERAL:

If forwarding any documents by mail, registered mail must be employed.

If the Warrant Exercise Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the Warrant Certificate must also be accompanied by evidence of authority to sign satisfactory to the Company.

The address of the Company is:

Universal Digital Inc.
15th Floor, 1111 West Hastings St
Vancouver, BC V6E 2J3
Attention: Peter Rhodes

[End of Appendix "A"]

APPENDIX "B"
WARRANT EXERCISE FORM

TO: Universal Digital Inc.
15th Floor, 1111 West Hastings St
Vancouver, BC V6E 2J3
Attention: Chief Executive Officer

The undersigned Holder of the within Warrants hereby subscribes for ____ common shares (the "Shares") of UNIVERSAL DIGITAL INC. (the "Company") pursuant to the within Warrants on the terms and price specified in the Warrants. This subscription is accompanied by a certified cheque or bank draft payable to or to the order of, or such other form of payment as the Company may request or approve, the Company for the whole amount of the purchase price of the Shares.

The undersigned hereby directs that the Shares be registered as follows:

NAME(S) IN FULL	ADDRESS(ES)	NUMBER OF SHARES

If the Shares are issued prior to [●], 2026, the certificate(s) will bear the following legend(s):

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [●], 2026."

DATED this _ day of __, 202 _.

In the presence of:

Signature of Witness
Signature of Holder
Name and Title of Authorized Signatory

Witness's Name
Please print below your name and address in full.

Legal Name
Address

INSTRUCTIONS FOR SUBSCRIPTION

The signature to the subscription must correspond in every particular with the name written upon the face of the Warrant Certificate without alteration. If the registration in respect of the certificates representing the Shares to be issued upon exercise of the Warrants differs from the registration of the Warrant Certificate the signature of the registered holder must be guaranteed by an authorized officer of a Canadian chartered bank, or of a major Canadian trust company, or by a medallion signature guarantee from a member recognized under the Signature Medallion Guarantee Program, or from a similar entity in the United States, if this transfer is executed in the United States, or in accordance with industry standards.

In the case of persons signing by agent or attorney or by personal representative(s), the authority of such agent, attorney or representative(s) to sign must be proven to the satisfaction of the Company. If the

Warrant Certificate and the form of subscription are being forwarded by mail, registered mail must be employed.

[End of Appendix "B"]

APPENDIX "C"
WARRANT TRANSFER FORM

TO: Universal Digital Inc.
15th Floor, 1111 West Hastings St
Vancouver, BC V6E 2J3

Attention: Chief Executive Officer

FOR VALUE RECEIVED, the undersigned holder of the within Warrants hereby sells, assigns and transfers to _____, ____
Warrants of UNIVERSAL DIGITAL INC. (the “Company”) registered in the name of the undersigned on the records of the Company and irrevocably appoints ______ the attorney of the undersigned to transfer the said securities on the books or register with full power of substitution.

The undersigned hereby directs that the Warrants hereby transferred be issued and delivered as follows:

NAME IN FULL	ADDRESS	NUMBER OF WARRANTS

DATED this _ day of __, 202 _.

Signature of Warrant Holder
Signature Guaranteed

INSTRUCTIONS FOR TRANSFER

Signature of the Warrant Holder must be the signature of the person appearing on the face of this Warrant Certificate.

If the Transfer Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Company.

The signature on the Transfer Form must be guaranteed by a chartered bank or trust company, or a member firm of an approved signature guarantee medallion program. The guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”.

The Warrants will only be transferable in accordance with applicable laws. The Warrants and the common shares issuable upon exercise thereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities laws of any state of the United States, and may not be transferred to or for the account or benefit of a U.S. person or any person in the United States without registration under the U.S. Securities Act and applicable state securities laws, or compliance with the requirements of an exemption from registration. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

D-1

SCHEDULE "D"

Company Bank Account

[Redacted – Confidential Information]

AI assistant

Universal Digital Inc. — Capital/Financing Update 2025

48276_rns_2025-11-04_2850bd00-d822-4b0e-9103-8e4ac4863873.pdf

SUBSCRIPTION AGREEMENT

BETWEEN:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions.

1.2 Interpretation.

1.3 Date for any Action.

1.4 Governing Law.

1.5 Incorporation of Schedules.

ARTICLE 2

2.1 Subscription.

2.2 Features of the Convertible Notes and the Warrants.

2.3 Subscription Amounts.

2.4 Transaction Expenses Reimbursement, Pre-Paid Interest and Facilitation Fee

2.5 Use of Proceeds.

2.6 Closing.

2.7 Interest.

ARTICLE 3 CONDITIONS

3.1 Conditions – First Closing.

3.2 Conditions – Other Closings.

3.3 Mutual Co-operation and Efforts to Satisfy Conditions.

3.4 Confirmation of Satisfaction or Waiver.

3.5 Restriction on Additional Subscriptions and Conversions.

3.6 Prohibition on Conversion or Exercise.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF HGIO

4.1 Organization and Authority.

4.2 Validity.

4.3 No Conflict.

4.4 Investment Understanding.

4.5 Compliance with Laws.

4.6 No Legal Proceedings.

4.7 Location of HGIO.

4.8 Accredited Investor

4.9 Acknowledgements.

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

5.1 Organization and Authority.

5.2 Validity.

5.3 No Conflict.

5.4 Authorizations.

5.5 Capital Structure.

5.6 Indebtedness.

5.7 Convertible Notes and Warrants Duly Authorized.

5.8 Accurate Public Record.

5.9 Accurate Disclosures of all Material Facts and Material Changes.

5.10 Restrictions Regarding Issuance of Convertible Notes and the Warrants.

5.11 Reporting Issuer Status.

5.12 No Legal Proceedings.

ARTICLE 6 COVENANTS

6.1 General Covenants of the Company.

6.2 Negative Covenants of the Company.

6.3 Notice of Changes.

6.4 Share Consolidation.

6.5 LIFE Offering

ARTICLE 7 TERM AND TERMINATION

ARTICLE 7

8.1 Disputes.

8.2 Time.

8.3 Currency.

8.4 Indemnity.

8.5 Maximum Interest Rate.

8.6 Entire Agreement.

8.7 Severability.

8.8 Assignment.

8.9 Electronic or Email Signature.

8.10 Notices.

8.14 Survival.

8.15 Confidentiality.

8.16 Publicity.

8.17 Costs.

8.18 Counterparts.

1.2 Issue

1.3 Maturity Date

1.4 Use of Proceeds

1.5 Priority

1.6 Interest

ARTICLE 2 CONVERSION

2.1 Optional Conversion by Holder

Universal Digital Inc. Capital/Financing Update 2025