Baylin Technologies Inc. — Proxy Solicitation & Information Statement 2021

Mar 15, 2021

BAYLIN TECHNOLOGIES INC.

Notice of Extraordinary Meeting of Holders of 6.5% Extendible Convertible Unsecured Debentures due July 10, 2023

and

Management Information Circular

Date: April 8, 2021

Time: 10:00 am EST

Place: Novotel – The Johnson Room 3 Park Home Avenue Toronto, Ontario M2N 6L3

The purpose of the meeting is to consider an amendment to the terms of the Debentures to reduce, for a period of 30 days, the conversion price of the Debentures from $3.85 to a current market price of the common shares at the time other required approvals have been obtained and the amendment has become effective.

The Board of Directors of Baylin Technologies Inc. recommends that holders of Debentures vote in favour of the amendment.

This booklet contains important information for holders of Debentures about the proposed amendment and procedures for voting at the meeting.

March 10, 2021

BAYLIN TECHNOLOGIES INC.

Notice of Extraordinary Meeting of Holders of 6.5% Extendible Convertible Unsecured Debentures due July 10, 2023

Date: April 8, 2021

Time: 10:00 am (Eastern Time)

Place: Novotel – The Johnson Room 3 Park Home Avenue Toronto, Ontario M2N 6L3

Purpose of the Meeting

The purpose of the meeting (including any adjournment or postponement of the meeting, the “Meeting”) is:

1. to consider and (if appropriate) to pass an extraordinary resolution (the “Resolution”), in the form attached as Schedule A to the Management Information Circular (the “Circular”) accompanying this Notice of Extraordinary Meeting, approving an amendment (the “Amendment”) to the Convertible Debenture Indenture dated as of July 10, 2018 between Baylin Technologies Inc. (the “Company”) and Computershare Trust Company of Canada, which governs the terms of the $17,250,000 principal amount of 6.5% Extendible Convertible Unsecured Debentures of the Company (the “Debentures”), to reduce, for a period of 30 days, the conversion price of the Debentures from $3.85 to a current market price of the common shares of the Company at the time the Amendment becomes effective; and

2. to consider any other business that may properly be brought before the Meeting.

In addition to approval of holders of Debentures, before the Amendment can become effective, it must be approved by the Toronto Stock Exchange and the shareholders of the Company.

Management Information Circular

The Circular is being sent to you because you held Debentures on March 8, 2021, which is the record date for the Meeting. The Circular includes important information about the purpose of the Meeting and how to vote. Please review it carefully.

Approval of the Resolution

In order to become effective and binding on all holders of Debentures, the Resolution must be approved by the favourable votes of holders of not less than 66 2/3% of the principal amount of the Debentures present or represented by proxy at the Meeting. The full text of the Resolution is set out in Schedule A to the Circular.

The Company has fixed the close of business on March 8, 2021 as the record date for holders of Debentures entitled to receive notice of and to vote at the Meeting. Any person who becomes a holder of Debentures after the record date will not be entitled to notice of or to vote at the Meeting.

All the Debentures are held in electronic form by CDS Clearing and Depository Services Inc. or its nominee (“CDS”) in a book-based system administered by CDS. In order for a non-registered beneficial holder of Debentures to vote its Debentures at the Meeting, it must complete and sign the voting instruction form provided with the Circular and return the form in accordance with the instruction in the form well in advance of the Meeting. Alternatively, you may vote by the internet or phone in accordance with the instructions in the form. Failure to vote by the time indicated in the voting instruction form will result in your Debentures not being voted at the Meeting.

By Order of the Board of Directors

“Jeffrey C. Royer” Jeffrey C. Royer Chairman of the Board of Directors

Toronto, Ontario March 10, 2021

MANAGEMENT INFORMATION CIRCULAR

In this Management Information Circular (the “Circular”), “we” or the “Company” refers to Baylin Technologies Inc. and “you” and “holders” refers to beneficial holders of the $17,250,000 principal amount of 6.5% Extendible Convertible Unsecured Debentures of the Company (the “Debentures”).

General

This Circular is provided in connection with the solicitation of proxies and voting instructions by or on behalf of management of the Company for use at the extraordinary meeting (including any adjournment or postponement of the meeting, the “Meeting”) of – holders of Debentures to be held on April 8, 2021 at 10:00 am (Eastern Time) at Novotel The Johnson Room, 3 Park Home Avenue, Toronto, Ontario M2N 6L3. The solicitation is expected to be done by employees of the Company or its agents and personally or by telephone, oral or electronic communication or mail. We will bear all the costs of the solicitation.

Other than the information in this Circular, we have not authorized any person to give any information or make any representation as it relates to the Meeting or the purpose of the Meeting and, if given or made, you may not rely on it as having been authorized.

The Meeting is being held as an in-person meeting. However, in light of the ongoing public health crisis related to the Covid-19 pandemic, and in consideration of the health and safety of the holders of Debentures and other participants in the Meeting, we strongly encourage holders and others not to attend the Meeting in person and instead to vote in advance of the Meeting in accordance with the instructions in the voting instruction form accompanying this Circular. The ability of holders to attend the Meeting in person is subject to any governmental orders applicable at the time of the Meeting, which might prevent or restrict holders from attending in person. Under current restrictions, you may be denied entry into the Meeting or be required to observe mask wearing, physical distancing and other protocols. We may also take other precautionary measures in relation to the Meeting in response to further Covid-19 developments, including reserving the right to conduct the Meeting as a virtual meeting, and ask holders to visit the Company’s website at www.baylintech.com for updates in advance of the Meeting.

In order to accommodate holders who would like to participate in the Meeting but prefer not to attend in person, we are making arrangements to enable you to participate by phone. You may do so by calling in to the Meeting by using one of the following numbers. When calling, you will first be asked to identify yourself to the operator as a holder of Debentures before being connected to the Meeting.

Phone numbers:

Toronto – 647 427 7450

North America toll free – 1 888 231 8191

Confirmation Number – 2119959

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The voting instruction form confers discretionary authority on the nominees specified in the form with respect to amendments or variations of matters identified in the Notice of Extraordinary Meeting and as to other matters that may properly be brought before the Meeting.

This Circular does not constitute legal, tax or financial advice. Holders of Debentures should consult their own professional advisors in considering the relevant legal, tax, financial or other matters as it relates to this Circular and the purpose of the Meeting.

Information in this Circular is given as of March 10, 2021 unless otherwise stated.

Purpose of the Meeting

At the Meeting, holders of the Debentures will be asked to consider and (if appropriate) to pass an extraordinary resolution (the “Resolution”), in the form attached as Schedule A to this Circular, approving an amendment (the “Amendment”) to the Convertible Debenture Indenture (the “Indenture”) dated as of July 10, 2018 between the Company and Computershare Trust Company of Canada (the “Trustee”), which governs the terms of the Debentures, to reduce, for a period of 30 days, the current conversion price of the Debentures from $3.85 (the “Original Conversion Price”) to a current market price of the common shares of the Company at the time the Amendment becomes effective (the “New Conversion Price”). In addition to approval of the holders of Debentures, before the Amendment can become effective, it must be approved by the Toronto Stock Exchange (TSX) and the shareholders of the Company. See “Effective Date of the Amendment”.

If TSX and shareholder approval are obtained, we will determine the New Conversion Price based on the volume-weighted average trading price of the common shares of the Company on the TSX for the five consecutive trading days (excluding any days during the Company’s general blackout period under its Confidentiality and Insider Trading Policy) ending on the day before the effective date of the Amendment. The timing of the determination of the New Conversion Price is intended to allow sufficient time for review of our financial results for the first quarter of 2021, scheduled to be released on May 11, 2021. The terms of the Debentures will otherwise remain unchanged.

Background to and Reasons for the Amendment

Management and the Board of Directors of the Company regularly review and evaluate the Company’s capital structure, including alternatives available to permit the Debentures to be converted into or exchanged for common shares of the Company. The Debentures were issued on July 10, 2018 at a time when the Company’s common shares were trading at around $3.25 per share. In anticipation of continued appreciation in the market price of the common shares, at the time the Debentures were issued the conversion price of the Debentures (the dollar amount for which each common share may be issued on the conversion of Debentures) was set at $3.85 (or approximately 260 common shares for each $1,000 principal amount of Debentures), which was a premium to the then current market price of the common shares on the TSX.

Since issuing the Debentures, the Company has been faced with a number of ongoing challenges to its business, including the unprecedented effect of the Covid-19 pandemic, integration of the Advantech Wireless business (acquired in January 2018) and the Alga Microwave business

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(acquired in June 2018) and delays in completion of our new factory in Vietnam. All these and other factors have had a depressive effect on the market price of our common shares. Despite a significant improvement since mid-January 2021, the closing price of the common shares on the TSX on March 9, 2021 of $1.43 is well below the Original Conversion Price, effectively precluding any holders who wish to convert their Debentures from taking advantage of any further increase in the share price. Additionally, as part of the renegotiation of certain financial terms of our principal credit facilities in December 2020, we agreed with our lenders to use commercially reasonable efforts to explore ways of facilitating conversion of the Debentures. The Meeting and Amendment and other steps being taken by the Company are intended to satisfy that obligation.

Anticipated Benefits of the Amendment

The principal benefit of the Amendment is to provide holders of Debentures with an improved opportunity, at their election, to participate in any future price appreciation of the common shares by reducing the conversion price from the Original Conversion Price of $3.85 to a market price reflective of the current market price on the TSX at the time the Amendment becomes effective. Because management believes the current market price of the common shares does not reflect the Company’s long-term value, the Amendment will remain in effect for only 30 days after the Amendment becomes effective. At the end of that period, the conversion price will revert to $3.85. Therefore, if the Amendment is approved and becomes effective, holders who wish to convert their Debentures at the New Conversion Price must do so within the 30-day period following the effective date of the Amendment. See “Effective Date of the Amendment”. The procedure for converting Debentures is set out in the Indenture, a copy of which is available under the Company’s profile on SEDAR at www.sedar.com.

To the extent Debentures are converted, the interest cost payable by the Company on the Debentures will be permanently reduced, which will have the benefit of making that cash available for use in our business.

Effective Date of the Amendment

The Debentures are listed on the TSX under the symbol “BYL.DB”. As a result, the Amendment is also subject to approval of the TSX. As part of that approval, the Amendment is also conditional on approval by the shareholders of the Company. Shareholder approval is required under TSX rules because the Amendment could result in (i) the number of common shares issuable on conversion of all the Debentures exceeding 25%, and (ii) the number of common shares issuable on conversion of Debentures to insiders of the Company exceeding 10%, in each case of the number of common shares outstanding. Therefore, if the Amendment is approved by holders of Debentures, we intend to seek approval of our shareholders at the annual and special meeting of the Company scheduled for May 11, 2021.

If the Resolution is adopted, and the other approvals are obtained, Company will give effect to the Amendment by entering into an indenture (a “Supplemental Indenture”) with the Trustee, supplemental to the Indenture, substantially in the form attached as Schedule B to this Circular. The Amendment will become effective on the date the Company and the Trustee enter into the Supplemental Indenture.

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Approval of the Resolution

At the Meeting, holders of Debentures will be asked to pass the Resolution to approve the Amendment. The full text of the Resolution is attached as Schedule A to this Circular.

For the Resolution to be adopted, holders of not less than 66 2/3% of the principal amount of the Debentures present or represented by proxy at the Meeting must vote in favour of the Resolution.

The Indenture provides that an extraordinary resolution (such as the Resolution) passed in accordance with the Indenture, either at a meeting of holders of Debentures or by an instrument in writing, is binding on all holders, regardless of whether or not they were present at the meeting or signatories to the instrument in writing. Even if the Resolution is adopted, holders may continue to hold their Debentures and are not required to exercise a right of conversion, which remains at their election.

The Resolution authorizes the Company, despite adoption of the Resolution, to change the terms of the Supplemental Indenture in any manner that does not adversely affect the holders of Debentures and, in its discretion, not to proceed with the Amendment at any time until the Supplemental Indenture has been signed.

Recommendation of the Board of Directors

After due consideration, the Board of Directors has determined that the Amendment is in the best interests of the Company and recommends that holders of Debentures vote FOR the Resolution.

Interests of Insiders in the Amendment

At the date of this Circular, the directors and officers of the Company are not aware of any insider of the Company that beneficially owns, or exercises control or direction over, Debentures or that has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted on at the Meeting other than the following.

Insider	Principal Amount Held	Percentage of Total Outstanding Principal Amount
2385796 Ontario Inc.*	$8,692,000	50.4%

• Jeffrey C. Royer, Chairman of the Board of Directors, exercises control and direction over investment decisions of 2385796 Ontario Inc., which is owned by an associate of Mr. Royer.

Mr. Royer has advised the Company that 2385796 Ontario Inc. intends to vote in favour of the Resolution.

2385796 Ontario Inc. is considered a “related party” of the Company for the purpose of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and, accordingly, the Amendment is considered a “related party transaction” under MI 61-101. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101, to the extent MI 61-101 is applicable to the Amendment, as neither the fair market value of the Debentures held by “interested parties” (as that term is defined in MI 61-101) nor any consideration for the transaction

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insofar as it involves interested parties exceeds 25% of the Company’s market capitalization (as determined in accordance with MI 61-101).

Canadian Securities Laws Considerations

Canadian provincial and territorial securities laws that govern trading of the Debentures and common shares issuable on conversion of the Debentures will continue to apply to the same extent after the Amendment as they did before the Amendment.

Risks Related to the Amendment

Conversion Risk

The market price of the common shares of the Company is volatile and depends on a number of factors, including the financial condition, results of operations, liquidity and prospects of the Company, the level of demand for its products, competition from other companies that sell similar or competitive products, market perceptions of the attractiveness of the industry in which the Company operates and other factors beyond the control of the Company.

If the Amendment becomes effective and holders exercise their right to convert, those holders will cease to be creditors of the Company as holders of Debentures and there can be no assurance that the anticipated benefits from holding common shares (principally, participation in future price appreciation) will be realized.

Additional risks related to an equity investment in the Company can be found in the Company’s Annual Information Form dated March 10, 2021, which is available under the Company’s SEDAR profile at www.sedar.com.

Trading of the Debentures

The Debentures are listed and trade on the TSX and will continue to do so after the Amendment. If the Amendment receives all required approvals and holders exercise their right to convert Debentures, it could adversely affect trading of the remaining Debentures. In the absence of an active or liquid trading market for the Debentures, the prices and volumes at which they trade may be adversely affected.

Tax Matters

The Amendment may have tax consequences to holders. Tax considerations have not been included in this Circular. For that reason, holders should consult their own tax advisors to determine the particular consequences to them of the Amendment.

Other Information Concerning the Meeting

Voting Rights

There are currently $17,250,000 aggregate principal amount of Debentures outstanding. Each holder present in person or represented by proxy at the Meeting is entitled to one vote for each $1,000 principal amount of Debentures held.

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Voting Instruction Form

All the Debentures are held in electronic form with CDS Clearing and Depository Services Inc. or its nominee (“CDS”) in a book-based system administered by CDS. In order for a non-registered beneficial holder of Debentures (“Beneficial Holder”) to vote its Debentures FOR or AGAINST the Resolution, it must complete and sign the voting instruction form provided with this Circular and return the form in accordance with the instructions in the form well in advance of the Meeting. Alternatively, you may vote by the internet or phone in accordance with the instructions in the form. Failure to vote by the time indicated in the voting instruction form will result in your Debentures not being voted at the Meeting. See “Advice to Beneficial Holders”.

Proxies

Where applicable, completed forms of proxy must be received by Computershare Trust Company of Canada, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Attn: Proxy Department or by fax 1-866-249-7775 or 1-416-263-9524, not later than 10:00 am (Toronto time) on April 6, 2021 or may be accepted by the Chair of the Meeting prior to commencement of the Meeting.

Revocation of Voting Instructions

A Beneficial Holder may revoke a voting instruction form in accordance with the instructions in the form.

Voting

The Debentures represented by the accompanying voting instruction form will be voted in accordance with the instructions of the holder on any ballot that may be called for, and if the holder specifies a choice with respect to any matter to be acted on, the Debentures will be voted accordingly. In the absence of such a choice, Debentures will be voted FOR the Resolution.

The accompanying voting instruction form confers discretionary authority on the persons named in the form with respect to amendments or variations to matters identified in the Notice of Extraordinary Meeting of Holders or on other matters that may properly be brought before the Meeting. At the date of this Circular, management of the Company knows of no such amendments, variations or other matters. If any such matters are properly brought before the Meeting, the persons named in the form will vote in accordance with their judgment.

Advice to Beneficial Holders

The information in this section is of significant importance to all holders, as all the Debentures are registered in the name of CDS and are held through brokers, investment dealers, trust companies or other intermediaries. Without specific instructions, an intermediary or other person is prohibited from voting Debentures for its clients

Intermediaries are required to seek voting instructions from beneficial holders of securities (such as the Beneficial Holders) in advance of securityholder meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Holders in order to ensure that their Debentures are voted at the Meeting.

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The voting instruction form (“VIF”) supplied to a Beneficial Holder is similar to the instrument of proxy provided to registered holders; however, its purpose is limited to instructing the registered holder (the intermediary or its agent) on how to vote on behalf of the Beneficial Holders.

The majority of intermediaries now delegate responsibility for obtaining voting instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge typically mails a scannable VIF instead of a form of proxy. The Beneficial Holder is asked to complete the VIF and return it to Broadridge by mail or facsimile. Alternatively, the Beneficial Holder may vote online or by calling a toll-free number found on the VIF.

Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of the Debentures to be represented at the Meeting.

A Beneficial Holder receiving a VIF cannot use that VIF to vote Debentures directly at the Meeting, but must submit its voting instructions to Broadridge in advance of the Meeting in accordance with the instructions in the VIF.

Although a Beneficial Holder may not be recognized directly at the Meeting for the purpose of voting Debentures registered in the name of its intermediary (or agent of the intermediary), a Beneficial Holder may attend the Meeting as proxyholder for the registered holder and vote the Debentures in that capacity. Beneficial Holders who wish to attend the Meeting and indirectly vote their Debentures as proxyholders for the registered holder should enter their own names in the blank space on the VIF provided to them and return the VIF in accordance with the instructions provided well in advance of the Meeting.

Broadridge will send all meeting-related materials directly to non-objecting Beneficial Holders and to objecting Beneficial Holders or through the objecting Beneficial Holder’s intermediary. The Company will pay the reasonable fees and costs of Broadridge or an objecting Beneficial Holder’s intermediary to deliver the meeting-related materials.

Record Date

The Company has fixed the close of business on March 8, 2021 as the record date for holders of Debentures entitled to receive notice of and to vote at the Meeting. Any person who becomes a holder of Debentures after the record date will not be entitled to notice of or to vote at the Meeting.

Quorum

A quorum at the Meeting is that number of holders present in person or by proxy representing not less than 25% of the principal amount of Debentures then outstanding. If a quorum is not present in person or by proxy within 30 minutes after the appointed time of the Meeting, it will be adjourned to a date that is at least 14 and not more than 60 days later and to a place and time as appointed by the Chair of the Meeting. The Company must give at least 10 days’ notice of the time and place of any adjourned meeting. At the adjourned meeting, the holders of Debentures present in person or by proxy will form a quorum and may transact the business for which the Meeting was originally convened regardless of the principal amount of Debentures represented at the adjourned meeting.

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Rights of Holders

Some of your rights as a holder of Debentures, including those relating to the Meeting, are summarized generally in this Circular. For more details, we refer you to the Indenture, which is publicly available under the Company’s SEDAR profile at www.sedar.com.

Trustee

The Trustee under the Indenture and the tabulation agent for the Meeting is Computershare Trust Company of Canada.

The Trustee may be contacted as follows: Computershare Trust Company of Canada, Attention: Jeffrey Hou, Bond Administrator, Telephone: 1-416-263-9251 and Email: corporatetrust.toronto@computershare.com.

Additional Information

Additional information about the Company can be found on its SEDAR profile at www.sedar.com, including its audited consolidated financial statements and management’s discussion and analysis of financial position for its most recently completed financial year. This Circular is also available on SEDAR.

If you have questions about the Meeting, you may also contact the Company at investor.relations@baylintech.com.

Directors’ Approval

The Board of Directors has approved this Circular and authorized us to send it to you.

“Jeffrey C. Royer” Jeffrey C. Royer Chairman of the Board of Directors

Toronto, Ontario March 10, 2021

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Schedule A

Extraordinary Resolution

RESOLVED AS AN EXTRAORDINARY RESOLUTION THAT:

1. the amendment (the “Amendment”) to the Convertible Debenture Indenture dated as of July 10, 2018 between Baylin Technologies Inc. (the “Company”) and Computershare Trust Company of Canada (the “Trustee”), governing the 6.5% Extendible Convertible Unsecured Debentures of the Company (the “Debentures”), to reduce the conversion price applicable to the Debentures, as described in the Management Information Circular of the Company dated March 10, 2021 (the “Circular”) and as set out in the supplemental indenture (the “First Supplemental Indenture”), substantially in the form attached as Schedule B to the Circular, is hereby authorized and approved;

2. each of the Company and the Trustee is hereby authorized and directed to execute and deliver and perform their respective obligations under the First Supplemental Indenture, substantially in the form attached as Schedule B to the Circular, with such changes as may be approved by the Company, such approval to be conclusively evidenced by the execution and delivery of such First Supplemental Indenture (if applicable, as changed) by the Company and the Trustee, and the First Supplemental Indenture so executed will be conclusively deemed to be the First Supplemental Indenture approved and authorized by, and referred to in, this extraordinary resolution;

3. the Trustee is hereby authorized and directed to execute and to cause to be executed on behalf of the holders of the Debentures and to deliver or cause to be delivered any agreements, certificates and other documents and to do or cause to be done any other act or thing as the Company or its advisors determine to be necessary or desirable to give effect to the First Supplemental Indenture or the intent of this extraordinary resolution, such determination to be conclusively evidenced by the execution and delivery by the Trustee of any such agreement, certificate or other document or the doing of any such other act or thing;

4. notwithstanding that this extraordinary resolution has been passed by the holders of the Debentures, the Company is authorized, without further notice to or approval of the holders of the Debentures, and in its sole discretion, (i) to change the terms of the First Supplemental Indenture in any manner that does not adversely affect the rights of the holders of the Debentures or (ii) not to proceed with the Amendment or not to enter into the First Supplemental Indenture; and

5. any officer or director of the Company is hereby authorized and directed to execute and deliver any agreement (including the First Supplemental Indenture), certificate or other documents and to do any other act or thing as such person, in his or her sole discretion, determines to be necessary or desirable to give effect to the First Supplemental Indenture or the intent of this extraordinary resolution, such determination to be conclusively evidenced by the execution and delivery by such person of any such agreement, certificate or other document or the doing of any such other act or thing.

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Schedule B

Form of Supplemental Indenture

FIRST SUPPLEMENTAL INDENTURE

THIS INDENTURE dated as of 4, 2021 is between:

BAYLIN TECHNOLOGIES INC., a corporation existing under the laws of the Province of Ontario (the "Corporation"),

• and-

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and registered to carry on business in the Province of Ontario (the “Trustee").

RECITALS:

(a) The Corporation and the Trustee are parties to a Convertible Debenture Indenture (the "Indenture") dated as of July 10, 2018, which provides for the issuance of Debentures in one or more series.

(b) Pursuant to the Indenture, the Corporation issued an aggregate principal amount of $17,250,000 6.5% Extendible Convertible Unsecured Debentures (the "Initial Debentures").

(c) The Corporation wishes to amend the Indenture to reduce the Conversion Price of the Initial Debentures for a period of 30 days after the New Conversion Price Effective Date (the "Amendment").

(d) The Initial Debentures are the only Debentures outstanding under the Indenture.

• (e) Holders of the Initial Debentures have duly passed an Extraordinary Resolution in accordance with the Indenture approving the Amendment.

• (f) The Corporation has obtained all other required approvals for the Amendment.

• (g) This First Supplemental Indenture is entered into pursuant to section 15.1 of the Indenture for the purpose of giving effect to the Amendment.

NOW THEREFORE THIS FIRST SUPPLEMENTAL INDENTURE WITNESSES that, in

consideration of the respective covenants and agreements contained herein and for other good and valuable consideration (the receipt and sufficiency of which are mutually acknowledged), the Corporation and the Trustee covenant and agree, for the benefit of each other and for the equal and rateable benefit of the holders, as follows:

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ARTICLE 1 INTERPRETATION

1.1 Supplemental Indenture

This First Supplemental Indenture is a supplemental indenture within the meaning of the Indenture. The Indenture and this First Supplemental Indenture will be read together and have effect so far as practicable as though all the provisions of such indentures were contained in one instrument.

1.2 First Supplemental Indenture

The terms “this First Supplemental Indenture”, “herein”, “hereof”, “hereby”, “hereunder”, and similar expressions, unless the context otherwise specifies or requires, refer to the Indenture and this First Supplemental Indenture and not to any particular Article, Section, subsection or clauses thereof, and include every instrument supplemental or ancillary to this First Supplemental Indenture.

l.3 Definitions

All terms used but not separately defined in this First Supplemental Indenture (including in the recitals) have the meaning ascribed to them in the Indenture.

l.4 Recitals

The recitals in this First Supplemental Indenture are made as representations and statements of fact by the Corporation and not by the Trustee.

ARTICLE 2 AMENDMENT

2.1 Amendment

• (a) Section 1.1 of the Indenture is amended by adding the following paragraphs:

“(eee.1) “New Conversion Price” means the volume-weighted average trading price of the Common Shares on the TSX for the five consecutive trading days (excluding any days during the Company’s general blackout period under its Confidentiality and Insider Trading Policy) ending on the day before the New Conversion Price Effective Date;”

“(eee.2) “New Conversion Price Effective Date” means 4, 2021” and

“(eee 3) “New Conversion Price Expiry Date” means 4, 2021, the date that is 30 days after the New Conversion Price Effective Date.”

• (b) Section 2.4 of the Indenture is amended by deleting the first sentence of the second paragraph of Section 2.4(f) of the Indenture and replacing it with the following:

• “During the period from (and including) the New Conversion Price Effective Date to (and including) the New Conversion Price Expiry Date, the Conversion Price in effect for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $4 (being the New Conversion Price) such that approximately 4 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. After the

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New Conversion Price Expiry Date, the Conversion Price in effect for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $3.85 such that approximately 260 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted.”

ARTICLE 3 MISCELLANEOUS

3.1 Confirmation

The provisions of the Indenture and Initial Debentures remain in full force and effect, unamended except as specified in this First Supplemental Indenture, and the Indenture, as amended and supplemented by this First Supplemental Indenture, is ratified and confirmed.

3.2 Execution

This First Supplemental Indenture may be executed by facsimile or in electronic form in several counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

3.3 Effective Date

This First Supplemental Indenture and the amendments in Section 2.1 are effective from and after the New Conversion Price Effective Date.

IN WITNESS whereof the parties hereto have executed this First Supplemental Indenture under the respective hands of their proper officers in that behalf.

BAYLIN TECHNOLOGIES INC.

By: _______

COMPUTERSHARE TRUST COMPANY OF CANADA

By: _______

By: _______

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