Exhibit 10.4

PINEAPPLE FINANCIAL INC.

-and -

ODYSSEY TRANSFER AND TRUST COMPANY

-and -

D. BORAL CAPITAL LLC

SUBSCRIPTION RECEIPT AGREEMENT

Providing for the Issue of Subscription Receipts of Pineapple Financial Inc.

Dated as of September 4, 2025

TABLE OF CONTENTS

SUBSCRIPTION RECEIPT AGREEMENT

THIS AGREEMENT (“Agreement”) dated as of September 4, 2025,

AMONG:

PINEAPPLE FINANCIAL INC., a corporation existing under the laws of Canada (the “Corporation”)

- and -

ODYSSEY TRANSFER AND TRUST COMPANY, a trust company incorporated in the State of Minnesota

(the “Subscription Receipt Agent”)

- and -

D. BORAL CAPITAL LLC, a limited liability company existing under the laws of Nevada (collectively, the “Placement Agent”)

WHEREAS the Corporation proposes to issue and sell Subscription Receipts at a price of $3.80 per Subscription Receipt, payable in cash or in INJ (defined herein), or at a price of $4.16 per Subscription Receipt in INJ as payment therefor from the Purchasers set forth in Exhibit A-2 to the Purchase Agreement, on a private placement basis, with each Subscription Receipt representing the right to acquire one Common Share in the manner herein set forth;

AND WHEREAS the Corporation has agreed that:

AND WHEREAS the Subscription Receipt Agent has agreed to act registrar and transfer agent for the Subscription Receipts, and escrow agent with respect to the Escrowed Cash Proceeds, with Canary Capital Group LLC acting as INJ Escrow Agent with respect to the Escrowed INJ Proceeds, in accordance with the terms and conditions set out herein.

AND WHEREAS all things necessary have been done and performed to make the Subscription Receipts, when issued and delivered as herein provided, legal, valid and binding obligations of the Corporation with the benefits of and subject to the terms of this Agreement;

AND WHEREAS the foregoing recitals are made as representations by the Corporation and not by the Subscription Receipt Agent or the Placement Agent; and

AND WHEREAS the Subscription Receipt Agent has agreed to enter into this Agreement and to hold all rights, interests and benefits contained herein for and on behalf of the Purchasers of Subscription Receipts issued pursuant to this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration mutually given, the receipt and sufficiency of which are hereby acknowledged by each of the Corporation, the Subscription Receipt Agent and the Placement Agent, the Corporation hereby appoints the Subscription Receipt Agent as agent for the Purchasers, to hold all rights, interests and benefits contained herein for and on behalf of the Purchasers of Subscription Receipts issued pursuant to this Agreement, and the Corporation, the Subscription Receipt Agent and the Placement Agent hereby covenant, agree and declare as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions

In this Agreement, including the recitals unless there is something in the subject matter or context inconsistent therewith:

1.2 Interpretation

1.3 Applicable Law

All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of this Agreement, then, in addition to the obligations of the Corporation under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

ARTICLE 2

THE SUBSCRIPTION RECEIPTS

2.1 Creation and Issue of Subscription Receipts

2.2 Terms of Subscription Receipts

2.3 Form of Subscription Receipt

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, (III) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).”

Any Subscription Receipts shall be deemed to bear the following legend, any book entry notations evidencing the Subscription Receipts while outstanding will bear the following legend and any instrument whatsoever representing or evidencing the Subscription Receipts will bear or be deemed to bear the following legend:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE LATER OF (I) SEPTEMBER 4, 2025, AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.”

2.4 Register for Subscription Receipts.

The Corporation hereby appoints the Subscription Receipt Agent as registrar and transfer agent of the Subscription Receipts, and the Corporation shall cause to be kept by the Subscription Receipt Agent at its designated officer, a securities register in which shall be entered the names and addresses of Purchasers and the number of Subscription Receipts held by each holder and any other particulars prescribed by law of the Subscription Receipts held by them. The Corporation shall also cause to be kept by the Subscription Receipt Agent at its designated office the register of transfers, and may also cause to be kept by the Subscription Receipt Agent, branch registers of transfers in which shall be recorded the particulars of the transfers of Subscription Receipts registered in that branch register of transfers.

2.5 [Reserved]

2.6 Authentication by Subscription Receipt Agent

The Subscription Receipt Agent shall Authenticate Subscription Receipts (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Subscription Receipt under this Agreement. Such Authentication shall be conclusive evidence that such Subscription Receipt has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Agreement. The register shall be final and conclusive evidence as to all matters relating to Subscription Receipts with respect to which this Agreement requires the Subscription Receipt Agent to maintain records or accounts. In case of differences between the register at any time and any other time, the register at the later time shall be controlling, absent manifest error, and any Subscription Receipts recorded therein shall be binding on the Corporation.

No Subscription Receipt shall (a) be considered issued, valid, or obligatory; nor (b) entitle the holder thereof to the benefits of this Agreement, until it has been Authenticated by the Subscription Receipt Agent. Authentication by the Subscription Receipt Agent, including by way of entry on the register, shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of this Agreement or of such Subscription Receipts (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Agreement and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipts or any of them or of the consideration thereof. Authentication by the Subscription Receipt Agent shall be conclusive evidence as against the Corporation that the Subscription Receipts so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Agreement.

No Subscription Receipt shall (a) be considered issued or obligatory; nor (b) entitle the holder thereof to the benefits of this Agreement, until it has been Authenticated by entry on the register of the particulars of the Subscription Receipt. Such entry on the register of the particulars of an Subscription Receipt shall be conclusive evidence that such Subscription Receipt is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Agreement.

2.7 Subscription Receipts to Rank Pari Passu

All Subscription Receipts will rank pari passu, whatever may be the actual dates of issue.

2.8 [Reserved]

2.9 Purchaser not a Shareholder

Nothing in this Agreement or in the holding of a Subscription Receipt evidenced by a DRS entry, or otherwise, shall be construed as conferring on any Purchaser any right or interest whatsoever as a shareholder of the Corporation, including, but not limited to, any right to vote at, to receive notice of, or to attend any meeting of shareholders or any other proceeding of the Corporation or any right to receive any dividend or other distribution.

ARTICLE 3

REGISTRATION, TRANSFER AND OWNERSHIP OF SUBSCRIPTION RECEIPTS

3.1 Registration of Subscription Receipts

3.2 [Reserved]

3.3 [Reserved]

3.4 Ownership of Subscription Receipts

3.5 Transfer of Subscription Receipts

ARTICLE 4

CONVERSION OF SUBSCRIPTION RECEIPTS

4.1 Exchange of Subscription Receipts by Subscription Receipt Agent

4.2 Effect of Exchange

Upon the Exchange of the Subscription Receipts in accordance with Section 4.1(a), the Common Shares thereby issuable will be deemed to have been validly issued, and the Person or Persons to whom such securities are to be issued will be deemed to have become the holder or holders of record thereof, at the Escrow Release Time unless the transfer registers for the Common Shares are closed on that date, in which case such Common Shares will be deemed to have been issued and such Person or Persons will be deemed to have become the holder or holders of record thereof on the date on which such transfer registers are reopened, but such Common Shares will be issued on the basis of the number of Common Shares to which such Person or Persons were entitled at the Escrow Release Time.

4.3 Fractions

Subject to the immediately following sentence, the Corporation shall not be required, upon the exchange of the Subscription Receipts, to issue fractions of Common Shares to any Person. To the extent that the Purchaser would otherwise have been entitled to receive a fraction or fractions of a Common Share on the conversion of its Subscription Receipts, that Purchaser may exercise such right in respect of the fraction or fractions only in combination with its entitlement to a fraction or fractions of a Common Share in respect of another Subscription Receipt or Subscription Receipts that in the aggregate entitle the Purchaser to receive a whole number of Common Shares and the Corporation shall issue such whole Common Shares to the Purchaser in respect of those fractions that in the aggregate form whole Common Shares. All fractions of a Common Share will be rounded down and the Corporation shall not pay any amounts to the holder in satisfaction of the right to otherwise have received a fraction of a Common Share.

4.4 Recording

The Subscription Receipt Agent will record the particulars of each Subscription Receipt exchanged, which particulars will include the name and address of each Person to whom the Common Shares are thereby issued and the number of the Common Shares or so issued at the Escrow Release Time. Within five Business Days after the date of exchange, the Subscription Receipt Agent will provide such particulars in writing to the Corporation if requested in writing.

4.5 [Reserved]

ARTICLE 5

COVENANTS

5.1 General Covenants

The Corporation covenants with the Subscription Receipt Agent, the Placement Agent and the Purchasers, that so long as any Subscription Receipts remain outstanding:

5.2 Remuneration and Expenses of Subscription Receipt Agent

The Corporation covenants that it will pay to the Subscription Receipt Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Subscription Receipt Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Subscription Receipt Agent in the administration or execution of this Agreement (including the reasonable compensation and the disbursements of its Counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Subscription Receipt Agent hereunder shall be finally and fully performed, except for any expense, disbursement or advance that arises out of or results from the Subscription Receipt Agent’s gross negligence, wilful misconduct or bad faith. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Subscription Receipt Agent against unpaid invoices and shall be payable upon demand. This Section shall survive the removal or resignation of the Subscription Receipt Agent and/or the termination of this Agreement. In no event shall any amount payable to the Subscription Receipt Agent hereunder be paid out of the Escrowed Cash Proceeds unless the Escrowed Cash Proceeds are, at the time of payment, payable to the Corporation.

5.3 Notice of Issue

The Corporation will give written notice of and make all requisite filings respecting the issue of securities pursuant to the conversion of the Subscription Receipts, in such detail as may be required, to each securities commission, stock exchange, or similar regulatory authority in each jurisdiction in Canada in which there is legislation or regulations requiring the giving of any such notice in order that such issue of securities and the subsequent disposition of the securities so issued will not be subject to the prospectus requirements, if any, of such legislation or regulations.

5.4 Securities Qualification Requirements

If, in the opinion of Counsel, any instrument is required to be filed with, or any permission is required to be obtained from any governmental authority or any other step is required under Applicable Legislation or Canadian Securities Laws before any securities which a Purchaser is entitled to acquire pursuant to the exchange of any Subscription Receipt may properly and legally be issued upon due exchange thereof, the Corporation covenants that it will promptly take such required action, including, without limitation, the filings referenced in Section 5.1(h) and all exhibits, schedules or amendments thereto.

5.5 Performance of Covenants by Subscription Receipt Agent

If the Corporation fails to perform any of the obligations thereof under this Agreement, the Subscription Receipt Agent may notify the Purchasers of such failure or may itself perform any of such obligations capable of being performed by the Subscription Receipt Agent, and the Subscription Receipt Agent will notify the Purchasers that it is so doing. All amounts expended or advanced by the Subscription Receipt Agent in so doing will be repayable as provided in Section 5.2 hereof. No such performance, expenditure or advance by the Subscription Receipt Agent will relieve the Corporation of any default or of its continuing obligations hereunder.

ARTICLE 6

DEPOSIT OF PROCEEDS AND CANCELLATION OF SUBSCRIPTION RECEIPTS

6.1 Deposit of Escrowed Cash Proceeds in Escrow

6.2 Investment of Escrowed Cash Proceeds and Escrowed INJ Proceeds

At any time and from time to time, the Corporation shall be entitled to direct the Subscription Receipt Agent by written notice (a) not to deposit any new amounts in any Approved Bank specified in the notice and/or (b) to withdraw all or any of the Escrowed Cash Proceeds that may then be deposited with any Approved Bank specified in the notice and re-deposit such amount with one or more of such other Approved Banks as specified in the notice. With respect to any withdrawal notice, the Subscription Receipt Agent will endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and the Corporation acknowledges and agrees that such specified amount remains at the sole risk of the Purchasers prior to and after such withdrawal.

6.3 Release of Escrowed Cash Proceeds and Escrowed INJ Proceeds

The Subscription Receipt Agent shall release the Escrowed Cash Proceeds and shall direct the INJ Escrow Agent, as applicable, as follows:

6.4 Escrowed Funds

In addition to the other rights granted to Purchasers in this Agreement, until the earlier of the Termination Date and the Escrow Release Date, each Purchaser who paid the Subscription Amount for its Subscription Receipts in cash or INJ has a claim against the Escrowed Cash Proceeds held by the Subscription Receipt Agent (in the case of cash) or the Escrowed INJ Proceeds held by the INJ Escrow Agent on behalf of the Subscription Receipt Agent (in the case of INJ) and against the Corporation, in the amount equal to $3.80 or 0.2734 INJ, as applicable, for each Subscription Receipt held by such Purchaser, and $4.16 or 0.30 INJ for each Subscription Receipt held by such Purchaser set forth in Exhibit A-2 to the Purchase Agreement, which claim shall subsist until such time as the Common Shares issuable upon the exchange of such Subscription Receipts are issued or such amount is paid in full. In the event that, prior to the earlier of the Termination Date and the first Business Day following the Escrow Release Date, the Corporation (i) makes a general assignment for the benefit of creditors or any proceeding is instituted by the Corporation seeking relief on behalf thereof as a debtor, or to adjudicate the Corporation a bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment or composition of the Corporation or the debts of the Corporation under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, receiver and manager, trustee, custodian or similar official for the Corporation or any substantial part of the property and assets of the Corporation or the Corporation takes any corporate action to authorize any of the actions set forth above, or (ii) the Corporation shall be declared bankrupt, or a receiver, receiver and manager, trustee, custodian or similar official is appointed for the Corporation or any substantial part of its property and assets or an encumbrancer shall legally take possession of any substantial part of the property or assets of the Corporation or a distress or execution or any similar process is levied or enforced against such property and assets and remains unsatisfied for such period as would permit such property or such part thereof to be sold thereunder, the right of each Purchaser to be issued Common Shares upon the exchange of the Subscription Receipts of such Purchaser will terminate and such Purchaser will be entitled to assert a claim against the Escrowed Cash Proceeds held by the Subscription Receipt Agent (in the case of cash) or the Escrowed INJ Proceeds held by the INJ Escrow Agent on behalf of the Subscription Receipt Agent (in the case of INJ) and against the Corporation for any shortfall, in an amount equal to $3.80 or 0.2734 INJ, as applicable, for each Subscription Receipt held by such Purchaser, and $4.16 or 0.30 INJ for each Subscription Receipt held by such Purchaser set forth in Exhibit A-2 to the Purchase Agreement, plus such Purchaser’s pro rata portion of the Earned Interest, less any withholding tax required to be withheld in respect thereof (in the case of cash).

6.5 [Reserved]

6.6 Representation Regarding Third Party Interests

Each party to this Agreement (in this Section 6.6 referred to as a “representing party”) hereby represents to the Subscription Receipt Agent that any account to be opened by, or interest to be held by, the Subscription Receipt Agent, or at its direction, the INJ Escrow Agent, in connection with this Agreement, for or to the credit of such representing party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such representing party hereby agrees to complete, execute and deliver forthwith to the Subscription Receipt Agent a declaration of third party interest in the Subscription Receipt Agent’s prescribed form in accordance with applicable federal or state laws, regulations and guidance, or in such other form as may be satisfactory to it, as to the particulars of such third party.

ARTICLE 7

LIMITATION OF LIABILITY

The obligations hereunder are not personally binding on, nor will recourse hereunder be had to the property of, any past, present or future director, shareholder, officer, employee or agent of the Corporation, but only the property of the Corporation shall be bound in respect hereof.

ARTICLE 8

MEETING OF PURCHASERS

At any time prior to the termination of this Agreement, a meeting of Purchasers may be convened at any time by the Subscription Receipt Agent upon reasonable notice to the Subscription Receipt Agent by the Purchasers of at least 33.3% of the outstanding Subscription Receipts. A quorum will be established by not less than two Subscription Receiptholders present at the meeting in person or by proxy holding in the aggregate not less than 25% of the total number of Subscription Receipts then outstanding. At any such meeting, which may be held virtually, the Purchasers in attendance may, by resolution passed by Purchasers that collectively hold not less than 50.1% of the aggregate Subscription Amount and, for so long as Injective Foundation holds any Subscription Receipts, Injective Foundation, exercise powers with respect to the rights and interests of the Purchasers, including, without limitation, approving amendments to this Agreement, waiving defaults by the Corporation, directing the Subscription Receipt Agent to enforce or refrain from enforcing certain obligations under the agreement, removing the Subscription Receipt Agent, and authorizing any compromise or arrangement affecting the rights of the Purchasers, so long as such resolutions do not constitute a breach of the Purchase Agreement. Any resolution passed at such meeting in accordance with this Article 8 shall be binding on all Purchasers.

ARTICLE 9

SUPPLEMENTAL AGREEMENTS AND SUCCESSOR COMPANIES

9.1 Provision for Supplemental Agreements for Certain Purposes

From time to time the Corporation and the Subscription Receipt Agent may, without the consent of the Purchasers, and subject to the provisions of this Agreement, execute and deliver agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

9.2 Successor Entities

In the case of the amalgamation, arrangement, consolidation, merger or transfer of the undertaking or assets of the Corporation as an entirety, or substantially as an entirety, to another person (a “successor entity”), the successor entity resulting from the amalgamation, arrangement, consolidation, merger or transfer (if not the Corporation) shall be bound by the provisions hereof and all obligations for the due and punctual performance and observance of each and every covenant and obligation contained in this Agreement to be performed by the Corporation and the successor entity shall by supplemental agreement satisfactory in form to the Subscription Receipt Agent (acting reasonably) and executed and delivered to the Subscription Receipt Agent, expressly assume those obligations.

ARTICLE 10

CONCERNING SUBSCRIPTION RECEIPT AGENT

10.1 Applicable Legislation

If and to the extent that any provision of this Agreement limits, qualifies or conflicts with a mandatory requirement of Applicable Legislation or Canadian Securities Laws, the mandatory requirement will prevail. The Corporation, the Placement Agent and the Subscription Receipt Agent each will at all times in relation to this Agreement and any action to be taken hereunder observe and comply with and be entitled to the benefits of Applicable Legislation and Canadian Securities Laws.

10.2 Rights and Duties of Subscription Receipt Agent

10.3 Evidence, Experts and Advisers

10.4 Documents, Money, Etc. held by Subscription Receipt Agent

10.5 Action by Subscription Receipt Agent to Protect Interests

The Subscription Receipt Agent will have power to institute and to maintain such actions and proceedings as it considers necessary or expedient to protect or enforce its interests and the interests of the Purchasers.

10.6 Subscription Receipt Agent not Required to Give Security

The Subscription Receipt Agent will not be required to give any bond or security in respect of the execution of the duties and obligations and powers of this Agreement.

10.7 Protection of Subscription Receipt Agent

10.8 Replacement of Subscription Receipt Agent

10.9 Acceptance of Duties and Obligations

The Subscription Receipt Agent hereby accepts the duties and obligations in this Agreement declared and provided for and agrees to perform them on the terms and conditions herein set forth. The Subscription Receipt Agent accepts the duties and responsibilities under this Agreement solely as custodian, bailee and agent. No trust is intended to be or will be created hereby and the Subscription Receipt Agent shall owe no duties hereunder as a trustee.

ARTICLE 11

GENERAL

11.1 Notice to the Corporation and Subscription Receipt Agent

Pineapple Financial Inc.

Unit 200, 111 Gordon Baker Road,

North York, Ontario M2H 3R1

Email: shubha@gopineapple.com

Attention: Shubha Dasgupta, CEO

with a copy to:

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31st Floor

New York, NY 10036

Email: dmocasio@srfc.law

Attention: Darrin M. Ocasio, Esq.

Odyssey Transfer and Trust Company

2155 Woodlane Drive, Suite 100

Woodbury, Minnesota 55125

Email: clientsus@odysseytrust.com

Attention: Client Services

D. Boral Capital LLC

590 Madison Avenue, 39^th Floor

New York, NY 10022

Email: pwiederlight@dboralcapital.com

Attention: Philip Wiederlight, COO

with a copy to:

Lucosky Brookman LLP

101 Wood Avenue South, 5^th Floor

Woodbridge, NJ 08830

Attention: Peter Campitiello, Esq.

Email: pcampitiello@lucbro.com

and any such notice delivered or sent in accordance with the foregoing prior to 5:00 p.m. (New York time) on a Business Day will be deemed to have been received on the date of delivery or electronic transmission or, if mailed, on the second Business Day following the day of the mailing of the notice. The original of any document sent by electronic transmission to the Subscription Receipt Agent shall be subsequently mailed to the Subscription Receipt Agent.

11.2 Notice to Purchasers

11.3 Satisfaction and Discharge of Agreement

Upon the earlier of (i) the issuance of the Common Shares required to be issued in compliance with the provisions hereof and payment of all consideration as provided for in Section 6.3(a) upon satisfaction of the Escrow Release Conditions; and (ii) the payment of all consideration pursuant to Section 6.3(b) upon delivery of a Termination Notice, this Agreement will cease to be of further effect. The Subscription Receipt Agent shall execute proper instruments acknowledging the satisfaction of and discharging of this Agreement upon (a) demand of, and at the cost and expense of the Corporation, (b) delivery to the Subscription Receipt Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Agreement have been complied with, (c) payment to the Subscription Receipt Agent of the fees and other remuneration payable to the Subscription Receipt Agent,.

11.4 Sole Benefit of Parties and Purchasers

Nothing in this Agreement, expressed or implied, will give or be construed to give to any Person other than the parties hereto and the Purchasers, as the case may be, any legal or equitable right, remedy or claim under this Agreement, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Purchasers.

11.5 Tax Reporting

11.6 Force Majeure

No Party shall be liable to the other, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 11.6.

11.7 Privacy Consent

The parties acknowledge that the Subscription Receipt Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

Each party acknowledges and agrees that the Subscription Receipt Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of this Agreement for the purposes described above and, generally, in the manner and on the terms described in its Privacy Code, which the Subscription Receipt Agent shall make available on its website or upon request, including revisions thereto. The Subscription Receipt Agent may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides.

Further, each party agrees that it shall not provide or cause to be provided to the Subscription Receipt Agent any personal information relating to an individual who is not a party to this Agreement unless that party has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

11.8 Counterparts and Formal Date

This Agreement may be executed in several counterparts, each of which when so executed will be deemed to be an original and such counterparts together will constitute one and the same instrument and notwithstanding the date of their execution will be deemed to be dated as of the date of this Agreement. Delivery of counterparts may be effected by electronic transmission thereof.

Remainder of page left intentionally blank.

IN WITNESS WHEREOF the parties hereto have executed this Subscription Receipt Agreement as of the day and year first above written.

	PINEAPPLE FINANCIAL INC.
	Per:
	Name:
	Title:
	D. BORAL CAPITAL LLC
	Per:
	Name:
	Title:
	ODYSSEY TRANSFER AND TRUST COMPANY
	Per:
	Name:
	Title:
	Per:
	Name:
	Title:

EXHIBIT A

ESCROW RELEASE NOTICE

TO: ODYSSEY TRANSFER AND TRUST COMPANY

Reference is made to the subscription receipt agreement dated September [  ], 2025 (the “Subscription Receipt Agreement”) among Pineapple Financial Inc. (the “Corporation”), D. Boral Capital LLC (the “Placement Agent”) and Odyssey Transfer and Trust Company (the “Subscription Receipt Agent”). Unless otherwise defined herein, words and terms with the initial letter or letters thereof capitalized shall have the meanings given to such words and terms in the Subscription Receipt Agreement.

The Subscription Receipt Agent is hereby notified that the Escrow Release Conditions have been satisfied in full in accordance with the Subscription Receipt Agreement.

Accordingly, the Subscription Receipt Agent is hereby irrevocably directed and authorized to, in accordance with Section 4.1(f) of the Subscription Receipt Agreement, to:

All wire instructions to facilitate the wire releases above are set out in the Schedule “A” attached hereto.

This Escrow Release Notice, which may be signed in counterparts and delivered by electronic transmission, is irrevocable and shall constitute your good and sufficient authority for taking the actions described herein.

[Balance of page intentionally left blank. Signature page follows.]

DATED this          day of          , 2025.

Schedule ‘A’

[Wire Instructions]

EXHIBIT B

[INJ ESCROW AGREEMENT]

INJ ESCROW AGREEMENT

THIS INJ ESCROW AGREEMENT (the “Escrow Agreement”) is entered into and effective as of September 4, 2025 by and between Canary Capital Group LLC, a Delaware limited liability company (“Canary” or the “Escrow Agent”) and Pineapple Financial Inc., a corporation existing under the Canada Business Corporations Act (the “Company”) for the benefit of the purchasers of subscription receipts (“Subscription Receipts”) of the Company pursuant to that certain Securities Purchase Agreement, dated September 1, 2025 (the “SPA”) by and among the Company and the purchasers set forth on the signature pages thereto (each a “Purchaser” and together, the “Purchasers”). In connection with the purchase of the Subscription Receipts, the Company, D. Boral Capital LLC, the placement agent for the transactions contemplated under the SPA (the “Placement Agent”) and Odyssey Transfer and Trust Company (the “Subscription Receipt Agent”) are entering into a Subscription Receipt Agreement dated as of the date hereof (the “SRA”), which will govern the issuance of the Subscription Receipts and exchange of such Subscription Receipts into Shares and Pre-Funded Warrants (as such terms are defined in the SPA) upon the satisfaction or waiver, as applicable and as permitted under the SRA, of certain Escrow Release Conditions (as such term is defined in the SPA).

PRELIMINARY STATEMENTS

NOW, THEREFORE, in consideration of the premises herein, the parties hereto agree as follows:

1. Terms and Conditions

1.1. Appointment of and Acceptance by Escrow Agent. The Company hereby appoints the Escrow Agent to serve as Escrow Agent of the Escrowed INJ Proceeds for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment and agrees to perform its duties as provided herein.

1.2. Deposits into Escrow. Pursuant to the terms of the SPA, the Company shall instruct the Purchasers to deliver the Escrowed INJ Proceeds to the Escrow Account at the wallet address as provided by the Escrow Agent.

1.3. Staking of the Escrow Funds. The Company acknowledges that the Escrowed INJ Proceeds shall be committed to the proof of stake validation process (“Stake” or “Staking”) of the Injective blockchain and its underlying code and smart contracts (the “Injective Protocol”). The Company further directs the Escrow Agent to Stake the Escrowed INJ Proceeds. The parties acknowledge and agree that the Escrow Agent is not responsible for the results of the Staking activities of the Escrow Account (including without limitation slashing or other losses) and such Staking activities are subject to Section 1.4(d), 2.2, Section 2.7, and Section 3.

1.4. Disbursements of the Escrowed INJ Proceeds. The Escrowed INJ Proceeds shall be released from escrow by the Escrow Agent in accordance with the following terms:

(a) Satisfaction of Escrow Release Conditions. Upon (i) the satisfaction or waiver of the Escrow Release Conditions, as applicable and as permitted under the SRA; and (ii) receipt of the instructions from the Subscription Receipt Agent in the form attached hereto as Exhibit B (the “Escrow Release Certification”), Escrow Agent shall instruct Bitgo to transfer ownership of the Escrow Account to the Company.

(b) Stub Period. During the Stub Period title to the Escrowed INJ Proceeds will be deemed to be transferred to the Company.

(c) Return of Escrowed INJ Proceeds. In the event that the SPA and the SRA are terminated in accordance with their respective terms, the Escrowed INJ Proceeds shall be returned to the Purchasers pursuant to the terms of the SPA. In such case, upon the receipt of written instructions from the Subscription Receipt Agent, the Escrow Agent shall promptly (subject to the technical capabilities of the Injective Protocol) return the Escrowed INJ Proceeds paid by each such Purchaser to such Purchaser.

(d) Transfer of Staking Rewards. Upon the receipt of the Escrow Release Certification, the Escrow Agent shall transfer to the respective Purchasers their pro-rata portion of any accrued Staking rewards earned on the Escrowed INJ Proceeds for the period prior to the Escrow Agent’s receipt of the Escrow Release Certification.

(e) Free and Clear of Claims. The Escrowed INJ Proceeds returned to each Purchaser shall be free and clear of any and all claims of the Escrow Agent.

2. Provisions as to the Escrow Agent

2.1. Limited Duties of Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Escrow Agreement. Under no circumstance will the Escrow Agent be deemed to be a fiduciary to any party or any other person under this Escrow Agreement. This Escrow Agreement expressly and exclusively sets forth the duties of the Escrow Agent with respect to any and all matters pertinent hereto and no implied duties or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall not be bound by, deemed to have knowledge of, or have any obligation to determine, make inquiry into or consider, any term or provision of any agreement between the Company, any Purchaser and/or any other third party or as to which the escrow relationship created by this Escrow Agreement relates, including without limitation the SPA or any other documents referenced in this Escrow Agreement. Notwithstanding anything in this Escrow Agreement to the contrary, the Escrow Agent acknowledges and agrees that the Subscription Receipt Agreement contemplates certain responsibilities, communications and instructions as between the Subscription Receipt Agent and the Escrow Agent. The Escrow Agent shall carry out its obligations under this Escrow Agreement in a manner that is consistent with the purpose and intent of the Subscription Receipt Agreement. In furtherance thereof, the Escrow Agent covenants to comply with the directions given by the Subscription Receipt Agent and the notices provided by the Subscription Receipt Agent as contemplated by the terms of this Escrow Agreement.

2.2. Limitations on Liability of Escrow Agent.

(a) In performing its duties under this Escrow Agreement, or upon the claimed failure to perform its duties, the Escrow Agent shall have no liability except for the Escrow Agent’s breach of this Escrow Agreement and the Escrow Agent’s willful misconduct, bad faith, gross negligence, or noncompliance with applicable law. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action in which such damages are sought; and the Escrow Agent shall be liable only for actual, direct damages that are solely attributable to the Escrow Agent’s willful misconduct, gross negligence, breach of this Escrow Agreement, or noncompliance with applicable law.

(b) Except in cases of the Escrow Agent’s breach of this Escrow Agreement or the Escrow Agent’s willful misconduct, bad faith, gross negligence, or noncompliance with applicable law, the Escrow Agent shall be fully protected (i) in acting in reliance upon any certificate, statement, request, notice, advice, instruction, direction, other agreement or instrument or signature reasonably and in good faith provided by the Subscription Receipt Agent with respect to such party’s information and believed by the Escrow Agent to be genuine; (ii) in assuming that any person purporting to give the Escrow Agent any of the foregoing in connection with either this Escrow Agreement or the Escrow Agent’s duties has been duly authorized to do so; and (iii) in acting or failing to act if such act or failure to act was completed or omitted in good faith in accordance with the terms of this Escrow Agreement on the advice of outside counsel retained by the Escrow Agent.

(c) The Escrow Agent shall have no liability with respect to the transfer or distribution of any digital assets effected by the Escrow Agent pursuant to transfer instructions provided to the Escrow Agent in accordance with the provisions of this Escrow Agreement, except as a result of the Escrow Agent’s willful misconduct, gross negligence, breach of this Escrow Agreement, or noncompliance with applicable law. The Escrow Agent shall be entitled to rely upon all wallet information provided to the Escrow Agent by the applicable authorized representative of the Company or the Subscription Receipt Agent as set forth on Exhibit C. The Escrow Agent shall have no duty to verify or otherwise confirm any written transfer instructions except as set forth in Section 2.3 below, but it may do so in its discretion on any occasion without incurring any liability to any party for failing to do so on any other occasion. The Escrow Agent shall process all transfers based on wallet address information rather than the names of the intended recipient of the digital assets, even if such addresses pertain to a recipient other than the recipient identified in the transfer instructions. The Escrow Agent shall have no duty to detect any such inconsistencies and shall resolve any such inconsistencies by using the wallet information. In connection with any payments that the Escrow Agent is instructed to make, the Escrow Agent shall not be liable for the acts or omissions of (i) the Company, the Purchasers, and the Subscription Receipt Agent or other person providing such instructions, including without limitation errors as to the amount, or wallet address; or (ii) any other person or entity, any transmission or communications facility, any funds transfer system, any receiver or receiving depository financial institution, and no such person or entity shall be deemed to be an agent of the Escrow Agent. Any transfers of digital assets made by the Escrow Agent pursuant to this Escrow Agreement will be made subject to and in accordance with the Escrow Agent’s usual and ordinary transfer procedures in effect from time to time.

(d) No provision of this Escrow Agreement shall require the Escrow Agent to risk or advance its own funds or digital assets or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement. The Escrow Agent shall not be obligated to take any legal action or to commence any proceedings in connection with this Escrow Agreement or any property held hereunder or to appear in, prosecute or defend in any such legal action or proceedings.

2.3. Security Procedure for Digital Asset Transfers. The Escrow Agent shall confirm each digital asset transfer instruction received in the name of a party by telephone call-back or electronic meeting to a person specified on Exhibit C at the telephone number or email specified for such authorized person on Exhibit C. The person confirming the digital asset transfer instruction shall be a person other than the person from whom the funds transfer instruction was received, unless only one person is designated on Exhibit C. Once delivered to the Escrow Agent, Exhibit C may be revised or rescinded only by a writing signed by an authorized representative of the applicable party. Such revisions or rescissions shall be effective only after actual receipt and following such period of time as may be necessary to afford the Escrow Agent a reasonable opportunity to act on it. If a revised Exhibit C or a rescission of an existing Exhibit C is delivered to the Escrow Agent by an entity that is a successor-in-interest to such party, such document shall be accompanied by additional documentation satisfactory to the Escrow Agent showing that such entity has succeeded to the rights and responsibilities of the applicable authorized representative of a party under this Escrow Agreement. The Company understands that the Escrow Agent’s inability to receive or confirm digital asset transfer instructions pursuant to the above security procedure may result in a delay in accomplishing such transfer, and agree that the Escrow Agent shall not be liable for any loss caused by any such delay.

2.4. No Duty to Notify. The Escrow Agent shall in no way be responsible for nor shall it be its duty to notify any party hereto or any other party interested in this Escrow Agreement of any payment required or maturity occurring under this Escrow Agreement or under the terms of any instrument deposited therewith unless such notice is explicitly provided for in this Escrow Agreement.

2.5. Other Relationships. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent and its affiliates, and any of their respective directors, officers or employees may become pecuniarily interested in any transaction in which any of the other parties hereto may be interested and may contract and lend money to any such party and otherwise act as fully and freely as though it were not escrow agent under this Escrow Agreement. Nothing herein shall preclude the Escrow Agent or its affiliates from acting in any other capacity for any such party.

2.6. Disputes. In the event of any disagreement or doubt between the Company and any third party resulting in adverse claims or demands being made in connection with the matters covered by this Escrow Agreement, the Escrow Agent may tender into the registry or custody of any court having jurisdiction, all funds, equity and property held under this Escrow Agreement as finally adjudicated by a court of competent jurisdiction, and the Escrow Agent shall have the right to take such other legal action as may be appropriate or necessary, in the sole discretion of the Escrow Agent. Upon such tender, the Company agrees that the Escrow Agent shall be discharged from all further duties under this Escrow Agreement, unless the tender was not in compliance with the provisions of this Section 2.6 or was as a result of willful misconduct, gross negligence, breach of this Escrow Agreement, or noncompliance with applicable law.

2.7. Indemnification. The Company agrees to defend, indemnify and hold harmless the Escrow Agent and each of the Escrow Agent’s officers, directors, agents and employees (the “Escrow Indemnified Parties”) from and against any and all losses, liabilities, claims, damages, expenses and costs (including, without limitation, attorneys’ fees and expenses) of every nature whatsoever (collectively, “Escrow Agent Losses”) which any such Escrow Indemnified Party may incur and which arise directly or indirectly from this Escrow Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as the Escrow Agent hereunder; provided, however, that no Escrow Indemnified Party shall be entitled to indemnity with respect to Escrow Agent Losses that have been finally adjudicated by a court of competent jurisdiction to have been caused by such Escrow Indemnified Party’s gross negligence, bad faith, willful misconduct, breach of this Escrow Agreement, or noncompliance with applicable law. The Escrow Agent agrees to defend, indemnify and hold harmless the Company and each of its officers, directors, agents and employees (the “Company Indemnified Parties”) from and against any and all losses, liabilities, claims, damages, expenses and costs (including, without limitation, attorneys’ fees and expenses) of every nature whatsoever (collectively, “Company Losses”) which any such Company Indemnified Party may incur and which arise directly or indirectly from an Escrow Indemnified Party’s gross negligence, bad faith, willful misconduct, breach of this Escrow Agreement, or noncompliance with applicable law. The provisions of this section shall survive the termination of this Escrow Agreement and any resignation or removal of the Escrow Agent.

2.8. Resignation; Removal.

(a) The Escrow Agent may resign and be discharged from its duties and obligations at any time under this Escrow Agreement by providing written notice to the Company. Such resignation shall be effective on the date set forth in such written notice, which shall be no earlier than thirty (30) days after such written notice has been furnished; provided, however, that such resignation shall not be effective until a successor escrow agent is appointed in accordance with this Section 2.8 accepts such appointment in accordance with Section 2.8(c) below and the Escrowed INJ Proceeds have been delivered to an account or accounts designated by the successor escrow agent in a manner reasonably acceptable to the successor escrow agent and the Company, or until another disposition of the subject matter has been agreed upon by the parties. Thereafter, the Escrow Agent shall have no further obligation except to hold the Escrowed INJ Proceeds as depository and cooperate reasonably in the transfer of the Escrowed INJ Proceeds to a successor escrow agent. The Company shall promptly appoint a successor escrow agent. The Escrow Agent shall refrain from taking any action until it receives a written direction from the Company designating the successor escrow agent. However, in the event no successor escrow agent has been appointed on or prior to the date such resignation is to become effective as specified in the notice of resignation, the Escrow Agent may, upon ten (10) Business Days’ notice to the Company, appoint a successor that is reasonably acceptable to the Company, provided that such successor accepts such appointment and delivery of the Escrowed INJ Proceeds in accordance with this Section 2.8(a) and Section 2.8(c) below and is reasonably acceptable to the Company.

(b) The Company shall have the right to terminate the appointment of the Escrow Agent upon thirty (30) days’ written notice to the Escrow Agent specifying the date upon which such termination shall take effect. Thereafter, the Escrow Agent shall have no further obligation except to hold the Escrowed INJ Proceeds as depository and cooperate reasonably in the transfer of the Escrowed INJ Proceeds to a successor escrow agent. The Escrow Agent shall refrain from taking any action until it receives a written notice from the Company designating the successor escrow agent. However, in the event no successor escrow agent has been appointed on or prior to the date such termination is to become effective, the Escrow Agent shall be entitled to tender into the custody of any court of competent jurisdiction all funds, equity and other property then held by the Escrow Agent hereunder and the Escrow Agent shall thereupon be relieved of all further duties and obligations under this Escrow Agreement.

(c) The successor escrow agent appointed by the Company shall execute, acknowledge and deliver to the Escrow Agent and the other parties an instrument in writing accepting its appointment hereunder, and thereafter, the Escrow Agent shall deliver all of the then- remaining balance of the Escrowed INJ Proceeds, less any fees and expenses then incurred by and unpaid to the Escrow Agent, to such successor escrow agent in accordance with the written notice of the Company and upon receipt of the Escrowed INJ Proceeds, the successor escrow agent shall be bound by all of the provisions of this Escrow Agreement.

2.9. Compensation of the Escrow Agent. The parties agree that upon the execution of this Escrow Agreement, the Company will pay the Escrow Agent the amount of custody charges incurred in the Escrow Account at BitGo during the period prior to the transfer of the Escrowed INJ Proceeds pursuant to Section 1.4 and Section 2.3.

3. Tax Matters

3.1. Delivery of IRS Forms. The Escrow Agent shall have the right to request from any party to this Escrow Agreement, or any other person or entity entitled to payment hereunder, a Form W-9 or Form W-8Ben (or, in each case, any successor form), as applicable, and any additional forms, documentation or other information as may be reasonably necessary for the Escrow Agent to satisfy its reporting and withholding obligations under the Internal Revenue Code of 1986, as amended (the “Code”) and applicable state and local income tax law. To the extent any such forms to be delivered under this Section 3.1 are not provided, following a reasonable request by the Escrow Agent pursuant to this Section 3.1, by the time the related payment is required to be made or are determined by the Escrow Agent to be incomplete and/or inaccurate in any respect, the Escrow Agent shall be entitled to withhold (without liability) a portion of any interest or other income earned on the investment of the Escrowed INJ Proceeds or on any such payments hereunder to the extent withholding is required under Chapters 3, 4, or 61 of the Code, and shall have no obligation to gross up any such payment. The Escrow Agent shall have the sole right to make the determination as to which payments hereunder are “reportable payments” or “withholdable payments” under the Code.

3.2. Tax Obligations of the Company. The Company agrees that, subject to the terms and conditions of this Escrow Agreement, the owner of the digital assets held in the Escrow Account prior to the delivery of the Escrow Release Certification by the Subscription Receipt Agent is the respective Purchasers (including any accrued Staking rewards), and thereafter, the owner of the digital assets held in the Escrow Account is the Company for all tax purposes (including any accrued Staking rewards accrued after the delivery of the Escrow Release Certification) and the Escrow Agent shall report to the Internal Revenue Service (“IRS”), as of each calendar year-end, all income earned from the investment of any sum held in the Escrow Account as the income of the Purchasers or the Company, as the case may be, for purposes of the Code and applicable state and local income tax law. The Escrow Agent is authorized and directed to report all interest and other income earned (including Staking rewards) on the Escrowed INJ Proceeds in accordance with the IRS Form W-9 or W-8BEN (or, in each case, any successor form) provided to the Escrow Agent by the Company or the Purchasers, as the case may be. The Company covenants that it shall report, and cause the affected Purchasers to report, all interest or other income (including Staking rewards), if any, that is earned on the Escrowed INJ Proceeds as income of the Company or such affected Purchasers in the taxable year or years in which such income is properly includable in the gross income of the relevant party and shall pay any and all taxes attributable thereto.

3.3. Delivery of Form 1099. The Escrow Agent shall timely furnish (if applicable) to the relevant parties, the IRS, and any other taxing authority, an IRS Form 1099 (and any other applicable form) showing the income earned from the Escrow Account for each tax year. Notwithstanding anything to the contrary herein provided, except for the delivery of IRS Form 1099, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return (including, without limitation IRS Forms 1099-B) with respect to any funds or equity held pursuant to this Escrow Agreement or any income earned thereon other than such information reports as the Escrow Agent is required to prepare and file as required by applicable law. The Escrow Agent shall have no responsibility to report any payments from the Escrowed INJ Proceeds other than the interest earned on the Escrowed INJ Proceeds as set forth in this Section 3.

3.4. Tax Indemnities. The Company shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the digital assets held under this Escrow Agreement or any earnings or interest thereon, unless such tax, late payment, interest, penalty or other cost or expense was finally adjudicated by a court of competent jurisdiction to have been directly caused by the gross negligence, bad faith, willful misconduct, breach of this Escrow Agreement, or noncompliance with applicable law of the Escrow Agent. The indemnification provided in this section is in addition to the indemnification provided in Section

2.8 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

4. Miscellaneous

4.1. Disbursements. The Escrow Agent shall make no disbursement, investment or other use of the Escrowed INJ Proceeds except as provided by this Escrow Agreement and the duly issued instructions of the Subscription Receipt Agent.

4.2. Accounting. The Escrow Agent shall provide monthly reports of transactions and holdings to the Company as of the end of each month, at the address provided by the Company in Section 4.3 or Schedule 1. The Company undertakes to share these reports with the Purchasers whose Escrowed INJ Proceeds are held in escrow pursuant to the terms of this Escrow Agreement.

4.3. Notices. Any notice, request for consent, report, or any other communication required or permitted in this Escrow Agreement shall be in writing and shall be deemed to have been given (i) when delivered personally to any individual party, (ii) when delivered by electronic mail to the e-mail address given below, provided that written confirmation of receipt is obtained promptly from the recipient after completion of the electronic mail transmission or (iii) on the first (1st) Business Day after the date of deposit with an overnight courier with a reputable national overnight delivery service for next day delivery, postage paid, or on the third (3rd) Business Day after deposit in the U.S. mail, certified or registered, return receipt requested, postage prepaid, addressed in all cases to the party at her, his or its respective address set forth below, or to such other address as such party may designate, provided that notices will be deemed to have been given to the Escrow Agent on the actual date received:

If to the Escrow Agent:

Canary Capital Group LLC

Attn: Legal

8 Cadillac Drive, Suite 300

Brentwood, TN 37027

Email: legal@canary.capital

If to the Company:

Pineapple Financial Inc.

Unit 200, 111 Gordon Baker Road

North York, Ontario M2H 3R1

Attention: Shubha Dasgupta

Email: shubha@gopineapple.com

If to the Subscription Receipt Agent:

Odyssey Transfer and Trust Company

2155 Woodlane Drive, Suite 100

Email: clientsus@odysseytrust.com

Attention: Client Services

If to a Purchaser:

At the address set forth on Schedule 1

The parties may unilaterally designate a different address by giving notice of each change in the manner specified above to each other party. In all cases, the Escrow Agent shall be entitled to rely on a copy or electronic transmission of any document with the same legal effect as if it were the original of such document.

4.4. Governing Law. This Escrow Agreement shall be governed by and construed according to the laws of the State of Delaware, without regard to principles of conflicts of law. The parties hereto consent to the exclusive jurisdiction of the state and federal courts sitting in the State of New York, Borough of Manhattan, and consent to personal jurisdiction of and venue in such courts with respect to any and all matters or disputes arising out of this Escrow Agreement.

4.5. Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART UNDER, RELATED TO, BASED ON OR IN CONNECTION WITH THIS ESCROW AGREEMENT OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.5 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

4.6. Assignment; Binding Effect. Neither this Escrow Agreement nor any rights or obligations hereunder may be assigned by any party hereto without the express written consent of each of the other parties hereto. This Escrow Agreement shall inure to and be binding upon the parties hereto and their respective successors, heirs and permitted assigns. Notwithstanding the foregoing, any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow agent business of the Escrow Agent may be transferred, shall be the successor escrow agent under this Agreement and shall have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, in each case without the execution or filing of any instrument or paper or the performance of any further act (other than due notice to the applicable party).

4.7. Amendment and Waiver. The terms of this Escrow Agreement may be altered, amended, modified or revoked only by an instrument in writing signed by all the parties hereto. No course of conduct shall constitute a waiver of any terms or conditions of this Escrow Agreement, unless such waiver is specified in writing, and then only to the extent so specified. A waiver of any of the terms and conditions of this Escrow Agreement on one occasion shall not constitute a waiver of the other terms of this Escrow Agreement, or of such terms and conditions on any other occasion.

4.8. Severability. If any provision of this Escrow Agreement shall be held or deemed to be or shall in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatsoever.

4.9. Further Assurances. If at any time the Company shall reasonably determine or be advised that any further agreements, assurances or other documents are reasonably necessary or desirable to carry out the provisions of this Escrow Agreement and the transactions contemplated by this Escrow Agreement, the Company shall execute and deliver any and all such agreements or other documents and do all things reasonably necessary or appropriate to carry out fully the provisions of this Escrow Agreement.

4.10. No Third Party Beneficiaries. Except with respect to the Purchasers, this Escrow Agreement is for the sole benefit of the parties hereto, and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity (except for the Purchasers) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Escrow Agreement.

4.11. Force Majeure. No party to this Escrow Agreement shall be liable to any other party hereto for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, war, terrorism, floods, strikes, electrical outages, equipment or transmission failure, digital asset network failures or interruptions, interruption or malfunctions of communications or power supplies, labor difficulties, actions of public authorities or other similar causes reasonably beyond its control.

4.12. Termination. This Escrow Agreement shall terminate upon the distribution by the Escrow Agent in accordance with the terms of this Escrow Agreement of all funds, equity and property held under this Escrow Agreement.

4.13. Titles and Headings. All titles and headings in this Escrow Agreement are intended solely for convenience of reference and shall in no way limit or otherwise affect the interpretation of any of the provisions hereof.

4.14. Counterparts; Facsimile Execution. This Escrow Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed signature page to this Escrow Agreement and agreements, certificates, instruments and documents entered into in connection herewith by facsimile or other electronic transmission (including Adobe PDF format) will be effective as delivery of a manually executed counterpart to this Escrow Agreement or such agreements, certificates, instruments and documents.

4.15. Entire Agreement. This Escrow Agreement constitutes the entire agreement between the Escrow Agent and the Company in connection with the subject matter of this Escrow Agreement.

4.16. Compliance with Laws. The Company hereby represents that (i) it is not a person that is the target of any sanctions program administered by the U.S. Department of the Treasury Office of Foreign Assets Control (“Sanctioned Person”); (ii) it is not directly or indirectly controlled by, or acting hereunder for or on behalf of, any Sanctioned Person; and (iii) none of the funds used to make any payments contemplated under this Agreement are derived from any illegal activity. The Escrow Agent hereby represents and agrees that it will perform its obligations and all activities under this Escrow Agreement in compliance with applicable law. Without limiting the generality of the previous sentence, the Escrow Agent represents and agrees that it is not registered, and is not required to register, as a broker-dealer under federal or state law.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed as of the date first above written.

Signature Page to Escrow Agreement

SCHEDULE 1

Purchasers

EXHIBIT A

Escrow Wallet

Wallet Instructions:

inj1grg4uhz47a9sh0ak7kz9zq5fkrv8v4w3grre0k

EXHIBIT B

Escrow Release Certification

[INSERT DATE]

In connection with that certain Securities Purchase Agreement, dated as of September 1, 2025 by and among the Company and the purchasers set forth on the signature pages thereto (the “SPA”), and pursuant to that certain Escrow Agreement dated as of September [4], 2025 by and between Canary Capital Group LLC, a Delaware limited liability company (the “Escrow Agent”) and Pineapple Financial Inc., a corporation existing under the Canada Business Corporations Act (the “Company”), Odyssey Transfer and Trust Company, acting as the subscription receipt agent (the “Subscription Receipt Agent”) under the subscription receipt agreement between the Company, D. Boral Capital LL and Odyssey Transfer and Trust Company (the “SRA”) hereby (i) notifies the Escrow Agent that all Escrow Release Conditions of the SPA have been satisfied or waived, as applicable and as permitted under the SRA; (ii) instructs the Escrow Agent to deem the title to the Escrowed INJ Proceeds to be transferred to the Company; and (iii) instructs the Escrow Agent to instruct Bitgo to transfer ownership of the escrow Account to the Company.

IN WITNESS WHEREOF, I have caused this Escrow Release Certification to be executed as of the date first above written.

EXHIBIT C

Certificate of Incumbency

(List of Authorized Representatives)

Pineapple Financial Inc.

As an Authorized Officer of the above referenced entity, I hereby certify that each person listed below is an authorized signor for such entity and is authorized to provide direction and initiate or confirm transactions, including funds transfer instructions, on behalf of the above referenced entity, and that the title, signature and contact number appearing beside each name is true and correct.

IN WITNESS WHEREOF, this certificate has been executed by a duly authorized officer on:

EXHIBIT C

Escrow Release Certification

[  ], 2025

In connection with that certain Securities Purchase Agreement, dated as of September 2, 2025 by and among the Company and the purchasers set forth on the signature pages thereto (the “SPA”), and pursuant to that certain Escrow Agreement dated as of September [4], 2025 by and between Canary Capital Group LLC, a Delaware limited liability company (the “Escrow Agent”) and Pineapple Financial Inc., a corporation existing under the Canada Business Corporations Act (the “Company”), Odyssey Transfer and Trust Company, acting as the subscription receipt agent (the “Subscription Receipt Agent”) under the subscription receipt agreement between the Company, D. Boral Capital LL and Odyssey Transfer and Trust Company (the “SRA”) hereby (i) notifies the Escrow Agent that all Escrow Release Conditions of the SPA have been satisfied or waived, as applicable and as permitted under the SRA (ii) instructs the Escrow Agent to deem the title to the Escrowed INJ Proceeds to be transferred to the Company; and (iii) instructs the Escrow Agent to instruct Bitgo to transfer ownership of the escrow Account to the Company.

IN WITNESS WHEREOF, I have caused this Escrow Release Certification to be executed a s of the date first above written.