Quisitive Technology : Second Amending Agreement

SECOND AMENDING AGREEMENT

This Amending Agreement made as of December 29, 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 amended on November 22, 2021, and as it may be further amended, amended and restated, supplemented or replaced from time to time (the "Loan Agreement").
2. The Parties wish to amend Section 13.01 of the Loan Agreement.
3. 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. Amendment to Loan Agreement

The Parties hereby agree to amend the Loan Agreement to delete Section 13.01 of the Loan Agreement in its entirety and replace it as follows:

Section 13.01 Total Senior Debt to EBITDA Covenant Ratio. The Total Senior Debt to EBITDA Ratio is less than:

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1. 1. 3.50:1 during the reporting period commencing on the Closing Date and ending on Dec 31, 2021;
   2. 3.25:1 during the reporting period commencing on Jan 1, 2022 and ending on March 31, 2022;
   3. 3.00:1 during the reporting period commencing on April 1, 2022, and all times thereafter.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.

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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:	CEO
	I have authority to bind the Corporation
Guarantor:	SUPPORT SOLUTIONS, INC.
	Per:	'Michael Reinhart'
		Name:	Michael Reinhart
		Title:	CEO
	I have authority to bind the Corporation
Guarantor:	MENLO TECHNOLOGIES, INC.
	Per:	'Michael Reinhart'
		Name:	Michael Reinhart
		Title:	CEO
	I have authority to bind the Corporation
Guarantor:	LEDGERPAY INC.
	Per:	'Michael Reinhart'
		Name:	Michael Reinhart
		Title:	CEO
	I have authority to bind the Corporation
Guarantor:	QUISITIVE, LLC
	Per:	'Michael Reinhart'
		Name:	Michael Reinhart
		Title:	CEO

I have authority to bind the Company

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Guarantor:	CORPORATE RENAISSANCE GROUP INC.
	Per:	'Michael Reinhart'
		Name:	Michael Reinhart
		Title:	CEO
	I have authority to bind the Corporation
Guarantor:	QUISITIVE PAYMENT SOLUTIONS, INC.
	Per:	'Michael Reinhart'
		Name:	Michael Reinhart
		Title:	CEO
	I have authority to bind the Corporation
Guarantor:	QUISITIVE, LTD.
	Per:	'Michael Reinhart'
		Name:	Michael Reinhart
		Title:	CEO
	I have authority to bind the Corporation
Guarantor:	BANKCARD	USA MERCHANT SERVICES,
	INC.
	Per:	'Michael Reinhart'
		Name:	Michael Reinhart
		Title:	CEO
	I have authority to bind the Corporation
Guarantor:	MAZIK GLOBAL, INC.
	Per:	'Michael Reinhart'
		Name:	Michael Reinhart
		Title:	CEO

I have authority to bind the Corporation

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Guarantor:	MENLO TECHNOLOGIES ACQUISITION, INC.
	Per:	'Michael Reinhart'
		Name:	Michael Reinhart
		Title:	CEO
	I have authority to bind the Corporation
Guarantor:	CATAPULT SYSTEMS, LLC
	Per:	'Michael Reinhart'
		Name:	Michael Reinhart
		Title:	CEO

I have authority to bind the Corporation

Agent:	Bank of Montreal, as Administrative Agent
	By: 'Issam Majeed'____________________
	Name: Issam Majeed
	Title: Senior Director
Lender:	Bank of Montreal, as a Lender
	By: 'Aditya Sapru'____________________
	Name: Aditya Sapru
	Title: Managing Director & Team Lead
	By: 'Daniel Pichini'____________________
	Name: Daniel Pichini
	Title: Director, Corporate Finance