Exhibit 4.10

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE ISSUE DATE].

WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE.]

FORT TECHNOLOGY INC.

(Existing under the laws of British Columbia)

10% UNSECURED NON-TRANSFERABLE CONVERTIBLE DEBENTURES

Article 1
PROMISE TO PAY

THIS IS TO CERTIFY THAT FORT TECHNOLOGY INC. (the “Company”), for value received, hereby acknowledges itself indebted and promises to pay to the Holder the Principal Amount and any accrued but unpaid Interest thereon, on presentment and surrender of this Certificate at the principal office of the Company, or its successor in the City of Vancouver, on the Maturity Date, or on such earlier date as the principal hereof becomes payable in accordance with the provisions of this Certificate.

The Debentures represented by this Certificate are part of a private placement of convertible debentures issued under the Agreement, which Agreement and all instruments supplemental thereto are referred to for a description of the terms and conditions upon which the Debentures are issued and held and the rights of the Holder and of the Company, all to the same effect as if the provisions of the Agreement and all instruments supplemental thereto were herein set forth, to all of which the Holder, by acceptance hereof, assents.

In the event of any conflict or inconsistency between the provisions of the Agreement (and any amendments thereto and instruments supplement thereto) and the provisions of this Certificate, except those that are necessary by context, the provisions of this Certificate (and any amendments thereto and instruments supplement thereto) shall prevail.

Article 2
INTERPRETATION

In this Certificate:

“Agreement” means the unsecured convertible debenture subscription agreement between the Company and the Holder, dated [●], 2025, pursuant to which this Certificate is granted;

“Business Day” means any day other than a Saturday, a Sunday or a statutory holiday in Vancouver, British Columbia, Canada;

“Certificate” means this certificate evidencing the Debentures;

“Common Shares” means the common shares without par value in the capital of the Company;

“Conversion Date” means the date of delivery by the Holder to the Company of this Certificate together with a Conversion Notice;

“Conversion Notice” means a duly completed and executed notice in the form attached hereto as Schedule “A”;

“Conversion Price” means US$0.133 (C$0.185 as converted into Canadian dollars at the Bank of Canada exchange rate on the Issue Date, being 1:1.3897, and rounded down to the nearest thousandth) per Unit, subject to applicable stock exchange rules and securities legislation;

“Debentures” means the 10% unsecured non-transferable convertible debentures of the Company represented by this Certificate;

“Event of Default” has the meaning ascribed thereto in section 5.1;

“Holder” means the registered holder of this Certificate, as set forth on page 1 of this Certificate;

“Interest” has the meaning ascribed thereto in section 3.2.

“Interest Rate” means 10% per annum, calculated as non-compounding simple interest, and on the basis of a 365 day year, commencing on the Issue Date until the earliest of (a) the Maturity Date and (b) the date on which the Principal Amount of each Debenture has either been repaid in full or converted into Units in accordance with the terms set out in this Certificate;

“Issue Date” has the meaning ascribed thereto on page 1 of this Certificate;

“Maturity Date” has the meaning ascribed thereto on page 1 of this Certificate;

“Person” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted;

“Prepayment Date” has the meaning ascribed thereto in section 3.5;

“Principal Amount” has the meaning ascribed thereto in section 3.1;

“this Certificate”, “hereto”, “herein”, “hereof”, “hereby”, “hereunder”, and any similar expressions refer to this Certificate and not to any particular Article, section or other portion hereof, and include any and every instrument supplemental hereto or amending any part hereof;

“TSXV” means the TSX Venture Exchange and includes any other stock exchange on which the Common Shares may trade;

“Units” means units of the Company, each comprised of one Common Share and one Warrant; and

“Warrant” means a non-transferable common share purchase warrant entitling the holder thereof to purchase one Common Share at a price of US$0.133 (C$0.185 as converted into Canadian dollars at the Bank of Canada exchange rate on the Issue Date, being 1:1.3897, and rounded down to the nearest thousandth) until [●], 2030, with all Warrants issued on conversion of the Debentures to be evidenced by a warrant certificate in the form attached hereto as Schedule “B”.

The inclusion of headings in this Certificate is for convenience of reference only and shall not affect the construction or interpretation hereof.

Whenever in this Certificate a particular article or section or other portion thereof is referred to, unless otherwise indicated, that reference pertains to the article or section or portion thereof contained herein.

Except where otherwise expressly provided, all amounts in this Certificate are stated and shall be paid in Canadian currency.

In this Certificate, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

Except as otherwise specifically provided herein, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

Except as otherwise specifically provided herein, where any payment is required to be made or any other action is required to be taken on a particular day and that day is not a Business Day and, as a result, that payment cannot be made or action cannot be taken on that day, then this Certificate shall be deemed to provide that the payment shall be made or such action shall be taken on the Business Day immediately following such day.

Each of the provisions contained in this Certificate is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.

No amendment or waiver of this Certificate shall be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of this Certificate shall constitute a waiver of any other provision nor shall any waiver of any provision of this Certificate constitute a continuing waiver unless otherwise expressly provided.

This Certificate shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Any and all disputes arising under this Certificate or any of the Debentures it represents, whether as to interpretation, performance or otherwise, shall be subject to the non-exclusive jurisdiction of the courts of the Province of British Columbia and each of the parties hereto hereby irrevocably attorns to the jurisdiction of the courts of such Province.

Article 3
PRINCIPAL AND INTEREST

The principal amount of each Debenture is $1,000.00 (the “Principal Amount”). The Company agrees to pay to the Holder the Principal Amount for each Debenture represented by this Certificate, unless any such Debenture shall have been previously prepaid, redeemed or converted in accordance with the provisions hereof, together with any accrued and unpaid Interest, on the Maturity Date on presentation and surrender of this Certificate at the principal office of the Company at the address set forth under section 6.1 or at such other place as the Company may advise the Holder in writing.

Interest on the Principal Amount of each of the Debentures represented by this Certificate and outstanding at the applicable time shall accrue at the Interest Rate from and after the Issue Date until the earliest of (a) the Maturity Date and (b) the date on which the Principal Amount of each Debenture has either been repaid in full or converted into Units in accordance with the terms set out in this Certificate (“Interest”). For greater certainty, all Interest will be paid by the Company in cash and is not convertible into Units.

All amounts paid by the Company to the Holder shall be applied by the Holder, firstly, to the Interest, and secondly, to the outstanding Principal Amount. Interest on any amounts subject to interest under this Certificate shall be calculated and payable in cash quarterly on March 31, June 30, September 30, and December 31 for the 3-month periods ended thereon, with the exception of the first payment to be made on September 30, 2025, for all interest accrued in the period from the Issue Date to September 30, 2025, and the last payment to be made on the Maturity Date, for all interest accrued in the period from June 30, 2027, to the Maturity Date.

Notwithstanding any provision contained herein, the Company shall not be obliged to make any payments of interest or other amounts payable to the Holder hereunder in an amount or at a rate which would be prohibited by applicable law or would result in the receipt by the Holder of interest at a criminal rate (as those terms are construed under the Criminal Code (Canada)).

Notwithstanding any provisions to the contrary, the Company shall have the right to prepay the Principal Amount of any or all of the Debentures, together with the accrued and unpaid Interest on such Debentures at any time prior to the Maturity Date without penalty or premium upon written notice to the Holder regarding its intent to prepay, the amount of such prepayment, the amount of Interest and Principal Amount so prepaid and the effective date of such prepayment (each, a “Prepayment Date”). The prepayment will first be applied to the accrued but unpaid Interest and then to the Principal Amount, and upon any prepayment of the Principal Amount, Interest shall be calculated based upon, accrue and be payable on any remaining unsatisfied portion of the Principal Amount from any after such Prepayment Date. On each Prepayment Date, the Debentures shall be deemed to be automatically adjusted to reflect such prepayment. The Company shall be entitled to rely upon the upon the delivery and registration instructions provided by the Holder in the Agreement in respect of the payment of any amounts hereunder. The Company may exercise its prepayment rights at any time and in one or more instances in its sole discretion. In the event the Company issues a notice of prepayment, the Holder may not deliver a Conversion Notice with respect to any Debentures proposed to be repaid by the Company pursuant to such notice; provided, however, that if the prepayment contemplated by such notice is not completed within 15 Business Days of the date of the notice, the Holder shall be permitted to deliver a Conversion Notice to the Company in respect of such Debentures.

Article 4
CONVERSION OF DEBENTURE

Subject to and upon compliance with the other provisions of this Certificate, the Principal Amount of any Debenture then outstanding may, at any time prior to the last Business Day prior to the Maturity Date, be surrendered to the Company to acquire Units at the Conversion Price. Any accrued but unpaid Interest on the Conversion Date shall be paid to the Holder in cash in accordance with section 4.3. For greater certainty and notwithstanding any other provision herein, it is understood that conversion of a Debenture must be the conversion of the entire Principal Amount of such Debenture and that the conversion of less than the entire Principal Amount of any Debenture is prohibited.

Upon conversion of Debentures, the Company will pay to the Holder the Interest accrued and unpaid on the applicable Debentures up to but excluding the Conversion Date, in cash.

Notwithstanding anything contained in sections 4.1 and 4.2, the applicable Common Shares and Warrants will only be issued and registered upon conversion of the applicable Debentures in compliance with the securities laws of any applicable jurisdiction and the policies of the TSXV. Without limiting the generality of the foregoing, in the event that the Debentures represented by this Certificate are converted prior to the expiry of any applicable hold period under applicable securities legislation, the certificates representing the Common Shares and Warrants comprising the Units issuable upon conversion of the applicable Debentures will bear such legend(s) as may, in the opinion of counsel to the Company, be necessary in order to avoid a violation of any securities laws or to comply with the requirements of the TSXV.

The Company shall not be required to issue fractional Common Shares or Warrants upon the conversion of Debentures. Notwithstanding any other term herein, the Company shall not issue any fraction of a Common Share or Warrant upon the conversion of a Debenture at any time. If a Debenture confers the right to be issued a fraction of a Common Share or Warrant, the number of Common Shares or Warrants to be issued will be rounded down to the nearest whole number without any compensation.

In the event where the Company (i) subdivides its outstanding Common Shares into a greater number of shares or (ii) consolidates its outstanding Common Shares into a lesser number of shares, the Conversion Price will, subject to the approval of the TSXV, be proportionately adjusted as of the effective date of that subdivision or consolidation so that the Holder, on conversion of Debentures after that time, shall be entitled to receive the number of Units which it would have owned or been entitled to receive had the Debentures been converted immediately prior to such time under the Conversion Price on the date of conversion.

In case of any reclassification or change of the Common Shares (other than a change as a result of a subdivision or consolidation) or any capital reorganization not otherwise provided for in this Certificate or any amalgamation of the Company with, or merger of the Company into, any other corporation (other than an amalgamation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change, other than as aforesaid, of the Common Shares) or any sale, transfer or other disposition of all or substantially all of the assets of the Company (any of those events, a “Capital Reorganization”), the Company or the corporation formed by that amalgamation or the corporation into which the Company shall have been merged or the corporation which shall have acquired such assets, as the case may be, shall execute and deliver to the Holder a supplemental debenture certificate providing that the Holder may thereafter (until the Maturity Date) convert the Debentures to receive the kind and number of shares and other securities and property receivable upon that Capital Reorganization by a holder of the number of Units into which the Debentures might have been converted immediately prior to that Capital Reorganization. That supplemental debenture certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Certificate. The above provisions of this section 4.8 shall similarly apply to successive Capital Reorganizations.

Any adjustment to the Conversion Price, except in relation to a share subdivision or consolidation under section 4.8, is subject to the prior approval of the TSXV.

The Debentures, the Common Shares and Warrants issuable on conversion of any of the Debentures, and any common shares without par value of the Company issuable on due exercise of any Warrants, have not been and will not be registered under the U.S. Securities Act or any applicable securities laws of any state of the United States. Notwithstanding any other provision of this Certificate, the rights evidenced by this Certificate may not be exercised except where the Holder:

For the purposes of this Section 4.13, the following terms have the following meanings:

Article 5
DEFAULT AND ENFORCEMENT

The occurrence of any of the following events shall constitute a default of the Company of its obligations under this Certificate (each, an “Event of Default”):

In case any Event of Default has occurred and is continuing, the Holder may, forthwith or at any time thereafter (and, if the Holder proceeds under subsection (b) or (c) of this section 5.2, upon 15 Business Days written notice to the Company), except in the event such Event of Default shall have been cured prior to any action by the Holder under this section 5.2 or except as provided by applicable law or this Certificate, take any one or more of the following actions:

For greater certainty, the existence of an Event of Default and the delivery of a notice or notices or the taking of any action or actions by the Holder under this section 5.2 shall not affect the rights of the Company under section 3.4 hereof.

The Holder shall not be under any obligation, or be liable or accountable for any failure, to enforce payment of Principal Amount and any accrued and unpaid interest or to exercise any of its rights and remedies hereunder and shall not be under any obligation to institute proceedings for any of such purposes.

Article 6
COMMUNICATION

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by prepaid first-class mail, by email or other means of electronic communication or by hand-delivery as hereinafter provided. Any such notice or other communication, if mailed by prepaid first-class mail at any time other than during, or within three Business Days prior to, a general discontinuance of postal service due to strike, lockout or otherwise, shall be deemed to have been received on the fourth Business Day after the post-marked date thereof, or if sent by email or other means of electronic communication, shall be deemed to have been received on the Business Day immediately following the sending, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address noted below either to the individual designated below or to an individual at such address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address shall also be governed by this section. In the event of a general discontinuance of postal service due to strike, lock-out or otherwise, notices or other communications shall be delivered by hand or sent by email or other means of electronic communication and shall be deemed to have been received in accordance with the foregoing. Notices and other communications shall be addressed as follows:

Fort Technology Inc..
Suite 501, 3292 Production Way,
Burnaby, British Columbia, V5A 4R4, Canada
Attention: Gabi Kabazo, Chief Executive Officer
E-mail: gkabazo@gmail.com

With a copy (which shall not constitute notice) to:

MLT Aikins LLP
2600-1066 West Hastings Street,
Vancouver, British Columbia,
V6E 3X1, Canada

Attention: Mahdi Shams
E-mail: mshams@mltaikins.com

Article 7
GENERAL

The Debentures represented by this Certificate are non-transferable.

The Holder is responsible for the filing of any and all insider filings required under securities laws.

Each of the Company and the Holder, by its acceptance of this Certificate, disclaims any intention to create a partnership and each asserts that the relationship between them is that of a debtor and creditor, respectively.

This Certificate shall be binding on the Company and its successors and shall enure to the benefit of the Holder and its successors. This Certificate is not assignable.

This Certificate may be signed by facsimile, email or other electronic means, which shall be deemed to be an original and shall be deemed to have the same legal effect and validity as a certificate bearing an original signature.

A signed copy of this Certificate transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect and validity as delivery of an originally-executed copy of this Certificate, provided that if this Certificate bears an electronic signature as contemplated by section 7.4 above and the Company is delivering this Certificate by electronic transmission pursuant to this section 7.5, then the Company represents to the Holder that the electronically transmitted Debenture shall be the only executed copy to be issued by the Company.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF the Company has executed this Certificate on _____________, 2025.

Schedule A
CONVERSION NOTICE

Capitalized terms uses in this Conversion Notice and not otherwise defined have the meanings provided in the certificate to which this Conversion Notice is attached.

The undersigned hereby elects to convert all of the principal amount of the Debentures, being $____________________________, represented by this Certificate into _______________________ Units of Fort Technology Inc. in accordance with the terms of this Certificate and directs the Common Shares and Warrants comprising such Units to be registered and certificates therefor to be delivered in accordance with the delivery and registration instructions provided by the Holder with respect to the Debentures below:

(Print name in which Securities are to be issued, delivered and registered)

Name: __________________________________________________________

Address:_________________________________________________________

(City, Province and Postal Code)

Name of guarantor: __________________________________________________________

Authorized signature:_________________________________________________________

(Please check the ONE box applicable):

☐     A      The undersigned holder (i) is not resident in the United States, (ii) is not a U.S. Person, (iii) is not converting the Debentures for the account or benefit of a U.S. Person or person in the United States, (iv) at the time of conversion of the Debentures and the execution and delivery of this exercise form, is not in the United States and (v) the delivery of the underlying Common Shares and Warrants will not be to an address in the United States.

☐      B.      The undersigned holder (i) is the original purchaser of the Debentures convertible into the Common Shares and Warrants pursuant to the Convertible Debenture Offering, (ii) completed the “Certification of U.S. Purchaser” attached as Schedule “D” to the Subscription Agreement, (iii) is converting the Debentures for its own account and benefit or for the account and benefit of a disclosed principal that was named in the Subscription Agreement, (iv) is, and such disclosed principal, if any, is, an “accredited investor” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act at the time of conversion of these Debentures, and (v) the representations and warranties of the holder made in the Subscription Agreement, including the “Certification of U.S. Purchaser” attached as Schedule “D” to the Subscription Agreement, remain true and correct as of the date of converting these Debentures.

☐      C.      The undersigned holder has delivered to the Company an opinion of counsel (which will not be sufficient unless it is from counsel of recognized standing and in form and substance reasonably satisfactory to the Company) to the effect that the conversion of the Debentures and delivery of the Common Shares and Warrants are exempt from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States.

Notes:

The undersigned holder understands that the certificates representing the Common Shares and Warrants issued upon conversion of the Debentures may bear a legend restricting transfer under the U.S. Securities Act.

The undersigned hereby acknowledges and understands that upon issuance of the Securities pursuant to this Conversio Notice, all rights of the undersigned in connection with the Debenture including, but not limited to, payment of the Principal Amount and Interest shall be extinguished.

Schedule B
FORM OF WARRANT CERTIFICATE

[See Attached.]