AMENDING AND CARRYFORWARD AGREEMENT

This Amending and Carryforward Agreement (the "Agreement") incorporates terms set

out in the UBC Master Reseller Agreement, dated March 1, 2024 (available at:

ubcmrr.com/legal) and is meant to bind Reseller and its Customers.

WHEREAS, the Reseller has purchased UBC and wishes to resell UBC to its

customers using terms and conditions set out in the UBC Master Reseller Agreement.

NOW, THEREFORE:

1. All references set out in the UBC Master Reseller Agreement to the UBC JV

and/or to 12316421 CANADA INC. and/or to 10574104 CANADA INC. are

hereby replaced with Reseller; and

2. Reseller hereby amends and agrees to carryforward terms and conditions set

out in the UBC Master Reseller Agreement in respect of its contractual relationship with its customers.