Exhibit 6.2

SOW for Agreement to Perform Advisory Services to CAARY Capital by Mac Capital Co Ltd.

This Statement of Work (hereinafter called the “SOW”) agreement, effective as of January 1, 2021 is entered into by and between Mac Capital Co Ltd. (the “Advisor”) and CAARY Capital Ltd. (the “Client”) and is subject to the terms and conditions specified below. The Exhibit(s) to this SOW, if any, shall be deemed to be a part hereof. In the event of any inconsistencies between the terms of the body of this SOW and the terms of the Exhibit(s) hereto, the terms of the body of this SOW shall prevail.

Period of Performance 

The Services (as defined below) shall commence on January 1, 2021.

Engagement Resources 

John MacKinlay, Managing Partner, will be providing the Services on behalf of the Advisor.

Scope of Work

The Advisor shall provide the services (the “Services”) as follows:

Fee Schedule 

Both parties agree that compensation payable to the Advisor for the Services will be in the form of common equity based on the following assumptions and milestones.

Equity in the form of single class Class A Common Shares will be issued by the Client based on a CAD$10.5 million current pre-money valuation.

2,000,000 Class A Common Shares at a deemed price of $0.10 per share will be issued based on the completion of the above Scope of Work after 12 months from the commencement of this Statement of Work.

2,000,000 Class A Common Shares at a deemed price of $0.10 per share will be issued upon the entering into or signing of. a marketing, cooperative selling, channel distribution partnership or agreement by the Client as a result of an introduction by or efforts of the Advisor, with any Canadian fintech, alternative lender, financial institution, insurance company or other type of company with a captive, established customer base that largely aligns with the Client’s intended SMS-focused marketing strategy and audience, and where such partnership or agreement would be deemed by the parties to increase the Client’s business valuation or product value proposition.

2,000,000 Class A Common Shares at a deemed price of $0.10 per share will be issued upon the completion of a contractual agreement with a lending organization to provide a credit solution(s) for credit card receivables and/or other credit instruments as deemed appropriate by the parties. Such a contractual agreement(s) may also take the form of equity (or quasi-equity) participation as deemed appropriate by all parties.

The issuances of the Class A Common Shares will be subject to compliance with applicable securities laws which may include applicable hold periods or restrictions on transfer.

Completion Criteria 

Advisor will remain engaged until agreed upon by both parties.

Project Change Control Procedure 

The following process will be followed if a change to this SOW is required:

Confidentiality 

See Mutual Confidentiality Agreement dated October 15, 2020 attached as Schedule A.

General Terms 

Under this agreement, the Advisor is acting as an independent contractor to the Client and under no circumstances as an employee of the Client. The Client will not be required to remit Employment Insurance premiums, Canada Pension Plan contributions or WSIB premiums and the Client is not obliged to withhold from the fees paid any amounts on account of federal or provincial income tax.

This agreement shall be governed by the laws of the jurisdiction where the services are provided, and if the services are provided in more than one jurisdiction, by the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario.

IN WITNESS WHEREOF, the parties hereto have signed this SOW agreement with effect as of January 1, 2021.

AMENDING AGREEMENT

THIS AMENDING AGREEMENT dated the 1st day of March, 2021, with effect as of January 1, 2021.

B E T W E E N:

CAARY CAPITAL LTD.

(hereinafter “Caary”)

OF THE FIRST PART

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MAC CAPITAL CO ADVISORY LTD.

(hereinafter “Mac”)

OF THE SECOND PART

WHEREAS Caary and Mac entered into a certain Statement of Work agreement dated the 1^st day of January, 2021 wherein Mac agreed to perform certain advisory services for and on behalf of Caary (the “SOW”);

AND WHEREAS each of Caary and Mac desire to amend the SOW to confirm certain terms and provisions of the SOW;

AND WHEREAS capitalized terms and not defined herein shall have the meaning ascribed to them in the SOW;

NOW THEREFORE THIS AMENDING AGREEMENT WITNESSETH that in consideration of these present, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and promise and agree with each other as follows:

The paragraphs relating to the section of the SOW titled “Fee Schedule” be deleted in their entirety and replaced with the following:

“Both parties agree that compensation payable to the Advisor for the Services will be in the form of options to purchase up to 6,000,000 Class A Common Shares in the capital of the Client at a purchase price of Ten Cents ($0.10) per share (the “Options”) granted as follows:

The term of the SOW and the right to exercise the Options as detailed hereinabove commence on the effective date of the SOW (January 1, 2021) and shall be exercisable for a period of five (5) years ending on the fifth (5^th) year anniversary of the effective date of the SOW.”

The issuance of the Options by Caary to Mac and the subsequent exercise of the Options by Mac shall at all times comply with all applicable laws and any equity incentive plan (as amended from time to time) authorized and implemented by the board of directors of Caary.

All other terms of the SOW shall remain the same, and time shall remain of the essence.

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

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