Quisitive Technology : Amending Agreement

SEDAR Copy

AMENDING AGREEMENT

This Amending Agreement made as of November 22 , 2021

BETWEEN:

QUISITIVE TECHNOLOGY SOLUTIONS, INC.

(the "Borrower")

and

MENLO TECHNOLOGIES, INC., SUPPORT SOLUTIONS, INC., LEDGERPAY INC., QUISITIVE, LLC, CORPORATE RENAISSANCE GROUP INC., QUISITIVE, LTD., QUISITIVE PAYMENT SOLUTIONS, INC., MAZIK GLOBAL, INC., BANKCARD USA MERCHANT SERVICES, INC., MENLO TECHNOLOGIES ACQUISITION, INC., CATAPULT SYSTEMS, LLC

(the "Guarantors")

and

THE LENDERS FROM TIME TO TIME PARTY TO THE LOAN AGREEMENT

(the "Lenders")

and

BANK OF MONTREAL, as Administrative Agent, Sole Lead Arranger and Sole Bookrunner

(the "Agent")

WHEREAS:

1. The Borrower, the Guarantors, the Lenders and the Agent (collectively, the "Parties") entered into a Loan Agreement dated August 27, 2021 (as it may be amended, amended and restated, supplemented or replaced from time to time, the "Loan Agreement").
2. Pursuant to an accordion draw as permitted under the Loan Agreement, the Parties wish to amend Schedule A to the Loan Agreement to update the Commitments (as defined in the Loan Agreement) of the Lenders.
3. The Parties additionally wish to amend the Loan Agreement to increase the principal amount of the Commitments under the Term Loan (as defined in the Loan Agreement), and to revise Section 2.17(a)(iii) of the Loan Agreement to reduce the principal amount of increases under the accordion feature from [Redacted text relating to commercially sensitive information] to [Redacted text relating to commercially sensitive information].
4. Capitalized terms used and not defined herein have the meanings ascribed to them in the Loan Agreement.

NOW THEREFORE, the Parties agree as follows:

1. Amendments to Loan Agreement

The Parties agree to amend the Loan Agreement as follows:

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1. to replace Schedule A to the Loan Agreement with Schedule A attached hereto;
2. the dollar reference in Section 2.01(a) of the Loan Agreement is changed from [Redacted text relating to commercially sensitive information] to [Redacted text relating to commercially sensitive information]; and
3. the dollar reference in Section 2.17(a)(iii) of the Loan Agreement is changed from [Redacted text relating to commercially sensitive information] to [Redacted text relating to commercially sensitive information].

The Parties agree that all other provisions of the Loan Agreement shall remain unchanged.

1. Entire Agreement
   Except as expressly amended and supplemented hereby, the provisions of the Loan Agreement and the other Loan Documents are and shall remain in full force and effect.
2. Confirmation of Security and Guarantees
   Each Loan Party hereby confirms that each of the Security Documents including the guarantees that it has delivered to the Agent and the Lenders is and continues to be in full force and effect as continuing security for the payment by it of all its present and future indebtedness, liabilities and obligations to the Agent and the Lenders now or hereafter arising, to the extent provided therein and herein.
3. Further Assurances
   The Parties covenant and agree to take all such action and to execute all such documents as may be necessary or advisable to implement the provisions of this Amending Agreement fully and effectively.
4. Enurement
   This Amending Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors (including any successor by reason of amalgamation of any party) and permitted assigns.
5. Governing Law
   This Amending Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
6. Execution and Delivery

This Amending Agreement may be executed: (i) electronically (including DocuSign), or by electronic transmission (including facsimile, scanned or email), and electronic, scanned, emailed or facsimile signatures shall be treated as originals for all purposes; and (ii) in counterparts and all counterparts taken together shall constitute an executed copy of this Amending Agreement.

[Remainder of page left intentionally blank.]

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IN WITNESS WHEREOF the Parties have executed this Amending Agreement as of the day and year

first above written.
Borrower:	QUISITIVE TECHNOLOGY SOLUTIONS,
	INC.
	Per:	"Michael Reinhart"
		Name: Michael Reinhart
		Title:	Chief Executive Officer
	I have authority to bind the Corporation
Guarantor:	SUPPORT SOLUTIONS, INC.
	Per:	"Michael Reinhart"
		Name: Michael Reinhart
		Title:	Chief Executive Officer
	I have authority to bind the Corporation
Guarantor:	MENLO TECHNOLOGIES, INC.
	Per:	"Michael Reinhart"
		Name: Michael Reinhart
		Title:	Chief Executive Officer
	I have authority to bind the Corporation
Guarantor:	LEDGERPAY INC.
	Per:	"Michael Reinhart"
		Name: Michael Reinhart
		Title:	Chief Executive Officer
	I have authority to bind the Corporation
Guarantor:	QUISITIVE, LLC
	Per:	"Michael Reinhart"
		Name: Michael Reinhart
		Title:	Chief Executive Officer

I have authority to bind the Company

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Guarantor:	CORPORATE	RENAISSANCE GROUP
	INC.
	Per:	"Michael Reinhart"
		Name: Michael Reinhart
		Title:	Chief Executive Officer
	I have authority to bind the Corporation
Guarantor:	QUISITIVE	PAYMENT SOLUTIONS,
	INC.
	Per:	"Michael Reinhart"
		Name: Michael Reinhart
		Title:	Chief Executive Officer
	I have authority to bind the Corporation
Guarantor:	QUISITIVE, LTD.
	Per:	"Michael Reinhart"
		Name: Michael Reinhart
		Title:	Chief Executive Officer

	I have authority to bind the Corporation
Guarantor:	BANKCARD	USA	MERCHANT
	SERVICES, INC.
	Per:	"Michael Reinhart"
		Name: Michael Reinhart
		Title:	Chief Executive Officer
	I have authority to bind the Corporation
Guarantor:	MAZIK GLOBAL, INC.
	Per:	"Michael Reinhart"
		Name: Michael Reinhart
		Title:	Chief Executive Officer

I have authority to bind the Corporation

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Guarantor:	MENLO	TECHNOLOGIES
	ACQUISITION, INC.
	Per:	"Michael Reinhart"
		Name: Michael Reinhart
		Title:	Chief Executive Officer
	I have authority to bind the Corporation
Guarantor:	CATAPULT SYSTEMS, LLC
	Per:	"Michael Reinhart"
		Name: Michael Reinhart
		Title:	Chief Executive Officer

I have authority to bind the Corporation

Agent:	Bank of Montreal, as Administrative Agent
	By: _____________________
	Name: [Redacted text relating to confidential
	information]
	Title: [Redacted text relating to confidential
	information]
	By: _____________________
	Name: [Redacted text relating to confidential
	information]
	Title: [Redacted text relating to confidential
	information]
Lender:	Bank of Montreal, as a Lender
	By: _____________________
	Name: [Redacted text relating to confidential
	information]
	Title: [Redacted text relating to confidential
	information]