By our written consent, we, the Required Holders of Notes related to the Security Purchase Agreement dated October 22, 2018 between Security Devices International, Inc. and Purchasers thereof, amend the terms of the Notes in accordance with Section 16 of the Form of Note.
Section 28(q), Permitted Indebtedness, will be amended to
remove the word and that precedes section (D), and replaces the period after
section (D) with a comma that is followed by the word and. The amendment will
add a new section (E) as follows: additional indebtedness up to $7,000,000,
which may be subordinate or pari passu with these Notes.
Section
28(r), Permitted Liens, will be amended to remove the word and that precedes
section (v), and replaces the period after section (v) with a comma that is
followed by the word and. The amendment will add a new section (vi) as
follows: any Lien arising with respect to Permitted Indebtedness incurred
pursuant to provision 28(q)(E).
Section 14(b), Restricted Payments
will be amended to add, after the last sentence, Notwithstanding the foregoing,
the prohibitions and limitations on payment or repayment shall not apply in any
way to Permitted Indebtedness incurred pursuant to provision 28(q)(E).
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