[Date][Name of Debtor][Address of Debtor]Dear Sir or Madam:

Re: Indebtedness to [Name of Creditor]

[Name of Debtor] (the “Debtor”) is indebted to [Name of Creditor] (the “Creditor”) in theapproximate aggregate amount of $[Aggregate amount of indebtedness], inclusive of principaland accrued interest to [Date of Calculation of Debt] (collectively the “Indebtedness”).The Creditor understands that [Explain what positive steps are being taken by the Debtor tofacilitate repayment].The Creditor has agreed to forbear from requiring immediate payment of the Indebtedness andenforcing its security over certain assets of the Debtor and has further agreed to extend to theDebtor the following repayment terms, provided that the following terms and conditions arestrictly complied with:1.The Debtor shall provide the Creditor with evidence satisfactory to the Creditor that theDebtor has sufficient working capital to enable it to operate it business, including but notlimited to evidence that the Debtor shall have available to it additional capital from itsshareholders in an amount not less than $[Amount of additional capital to be injected intoDebtor].2.The Debtor shall duly and punctually repay the Indebtedness to the Creditor, together with interest as provided below according to the following repayment schedule:(a)The sum of $[Amount of lump sum payment, if any] shall be paid on or before[Date of payment];(b)The sum of $[Amount of deferred portion of repayment] together with interestthereon at the rate of [Rate of interest charged by Creditor]% per annumcalculated and payable monthly, on the first day of each month, from [Dateinterest begins to accrue], shall be repaid in [Total number of periodic payment]monthly payments of blended principal and interest of $[Amount of each periodic

- 2 - payment] each commencing on [Date of First Payment] through and including[Date of Final Payment];(c)The balance of $[Amount of balance owing at end of repayment term] shall be paid on [Balance due date].3.The following collateral security evidenced by documents, registrations, filings andopinions of counsel satisfactory to the Creditor is to be provided to the Creditor on or before [Date on which security is to be provided]:(a)a first ranking general security agreement over the assets and undertaking of theDebtor; and(b)a subordination agreement executed by [Name of shareholder(s) of Debtor whohave injected capital into Debtor] and by the Debtor whereby [Name of shareholder(s) of Debtor who have injected capital into Debtor] and the Debtor subordinate in favour of the Creditor any indebtedness owing by the Debtor tothem.(c)The foregoing security is in addition to and not in substitution for any securitynow or hereafter held by the Creditor.4.Until the Debtor has repaid the full amount of the Indebtedness and all interest thereon,the Debtor agrees to do the following:(a)the Debtor will deliver to the Creditor, within sixty (60) days of each fiscal year end, a budget plan (the “Budget Plan”) for the upcoming year, including particulars on a month to month basis, which shall be in form and substancesatisfactory to the Creditor;(b)the Debtor will deliver to the Creditor monthly internally prepared financialstatements within fifteen (15) days of each month end and annual financialstatements, reviewed by an independent chartered accountant, within ninety (90)days of each fiscal year end of the Debtor;(c)the Debtor will deliver to the Creditor a monthly cash flow forecast on or beforethe 5th day of each month;(d)and the Debtor shall not, without the prior written consent of the Creditor, do anyof the following:(i)the Debtor shall not allow or permit any distribution to any person who isnot at arm’s length with the Debtor in excess of the Budget Plan, whether such distribution is in the form of salary, repayment of shareholder loans,interest, dividends or any other form of payment; and