immediately after giving effect to such Credit Extension and the Acquisition to by financed with the proceeds thereof, # Borrower shall be in Pro Forma Compliance with Section 9.2; and # the Leverage Ratio (calculated on a Pro Forma Basis) shall not exceed then applicable maximum Leverage Ratio as set forth in Section 9.1 minus 0.25;

other Restricted Payments; provided that, both immediately prior to and after giving effect (including pro forma effect) thereto, # no Event of Default shall exist or would result therefrom, # the Borrower is in compliance with the Financial Covenants calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period and # the Net Leverage Ratio shall not exceed 2.50 to 1.00 calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period; provided further that no Restricted Payments shall be made in reliance upon this [Section 6.06(g)] during the Covenant Relief Period; and IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" "" ""

“Specified Transaction” shall mean any Investment, sale, transfer or other disposition of assets, incurrence or repayment of Indebtedness, Restricted Payment, Restricted Debt Payment, cost savings, restructuring or other operational initiative or other event that by the terms of the Loan Documents requires compliance on a Pro Forma Basis with a test, basket, threshold or covenant hereunder or requires such test, basket, threshold or covenant to be calculated on a Pro Forma Basis.

Other than for purposes of calculating Excess Cash Flow, Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to any Subject Transaction, and for the purposes of calculating Excess Cash Flow, the pro forma adjustments set forth in the preceding [clause (l)] shall not be taken into account in the calculation of Consolidated EBITDA.

Agent has received reasonably satisfactory projections for the twelve (12) month period after the date of such payment showing, on a pro forma basis after giving

50% of Market Capitalization, if, on a Pro Forma Basis for the Test Period, the Consolidated Total Net Leverage Ratio is greater than 500 to 100;

the greater of # 50% of Closing Date EBITDA and # 50% of TTM Consolidated Adjusted EBITDA of the ​ on a Pro Forma Basis as of the applicable date of determination, and

“Leverage Ratio” means, as at the last day of any fiscal quarter of the Company ending on or after the date hereof, the ratio (determined on a Pro Forma Basis) of:

Notwithstanding anything to the contrary herein, EBITDA (before giving effect to any pro forma adjustments contemplated by the definition of the term “Pro Forma Basis”) shall be deemed to be U.S.$8,724,000 for the fiscal quarter ended June 30, 2021, U.S.$9,632,000 for the fiscal quarter ended March 31, 2021, U.S.$9,183,000 for the fiscal quarter ended December 31, 2020 and U.S.$10,861,000 for the fiscal quarter ended September 30, 2020.

In preparation for the consummation of the transactions contemplated by the Credit Agreement, I have prepared and/or reviewed a pro forma balance sheet as at ​ and pro forma income projections and pro forma cash flow projections for each fiscal year during the term of the Credit Agreement for Company and its Subsidiaries on a consolidated basis, in each case after giving effect to the consummation of the transactions contemplated by the Credit Agreement. The pro forma balance sheet has been prepared utilizing what I believe are reasonable estimates of the “fair saleable value” of the assets of Company and its Subsidiaries. Although any projections may by necessity involve uncertainties and approximations, the projections are based on good faith estimates and assumptions believed by me to be reasonable.