Boardwalktech Software Corp. — Regulatory Filings 2021

Feb 4, 2021

BOARDWALKTECH SOFTWARE CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

To the shareholders of Boardwalktech Software Corp. (the " Corporation "):

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting (the " Meeting ") of the shareholders of the Corporation will be held on March 4, 2021 at 1:00 pm (Pacific time) at Boardwalktech Software Corp., 10050 N. Wolfe Rd., Suite# SW1-276, Cupertino, California, for the following purposes:

1. to receive the financial statements of the Corporation for the fiscal year ended March 31, 2020, together with the auditor's report thereon;

2. to elect the directors of the Corporation for the ensuing year;

3. to appoint the auditor of the Corporation for the ensuing year and authorize the directors to fix the remuneration of the auditor;

4. to consider and, if deemed appropriate, approve with or without amendment an ordinary resolution approving the equity incentive plan of the Corporation and to approve an increase in the number of common shares reserved for issuance under such plan, as more fully described in the information circular in respect of the Meeting (the " Circular "); and

5. to transact such other business as may properly come before the Meeting or any adjournments thereof.

The nature of the business to be transacted at the Meeting is described in further detail in the Circular.

Only shareholders of record of common shares and convertible preferred shares of the Corporation at the close of business on January 20, 2021 (the " Record Date ") are entitled to notice of and to attend the Meeting or any adjournments thereof and to vote thereat.

Registered shareholders unable to be present at the Meeting are requested to date and sign the enclosed form of proxy and return it to Computershare Investor Services Inc., 8th Floor 100 University Avenue, Toronto, Ontario, not later than 9:00 a.m. (Toronto time) on March 2, 2021 or, if the Meeting is adjourned, not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the adjourned or postponed meeting.

To mitigate risks related to the evolving global COVID-19 (coronavirus) public health emergency, the Corporation is providing access to the Meeting virtually via Zoom. Shareholders who access the Meeting via Zoom will be able listen to the Meeting and ask questions in an informal question and answer period regardless of their geographic location or particular circumstances they may be facing as a result of COVID-19. However, registered shareholders and duly appointed proxyholders will not be able to vote via Zoom. In light of COVID-19, current public health regulations prohibit a normal in-person attendance, so we strongly encourage shareholders to vote in advance of the Meeting with the instructions provided in the Circular, rather than appearing in person or appointing an alternate proxyholder to attend the Meeting in person.

In order to access the Meeting, shareholders and proxyholders will have two options, being via teleconference or through the Zoom application, which requires internet connectivity.

In order to access the Meeting through Zoom, attendees will need to download the application onto their computer or smartphone and, once the application is loaded, enter the Meeting ID and Password below or open the following link:

https://us02web.zoom.us/webinar/register/WN_9aoltncpQcCnpMPX8NIhLQ

Shareholders and proxyholders will have the option through the application to join the video and audio or simply view and listen.

It is the attendees' responsibility to ensure connectivity during the Meeting and the Corporation encourages its shareholders to allow sufficient time to log in to the Meeting before it begins.

DISCLAIMER

The situation with COVID-19 continues to evolve as we prepare this document. It is possible that there may be new restrictions or other regulatory actions prior to the Meeting that may impact the procedures or arrangements for the Meeting. If any such developments cause a change in the Meeting arrangements described in this document, the Corporation will advise shareholders by issuing a news release, a copy of which will be available on SEDAR at http://www.sedar.com and will be incorporated by reference herein.

Non-registered beneficial shareholders should follow the instructions of their intermediaries in order to vote their shares.

DATED as of the 26[th] day of January 2021.

"Andrew T. Duncan"

Andrew T. Duncan Chief Executive Officer Boardwalktech Software Corp.