BuildDirect.com Technologies Inc. - AGM Information 2021

VLCTY CAPITAL INC. 206-3500 CARRINGTON ROAD WESTBANK, BRITISH COLUMBIA V4T 3C1

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF VLCTY CAPITAL INC. TO BE HELD VIRTUALLY AS A RESULT OF COVID-19

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (the “ Common Shares ”) in the capital of VLCTY Capital Inc. (the “ Corporation ”) will be held virtually (further details provided below), on Friday, July 2, 2021, at 10:00 a.m. (Vancouver Time) for the following purposes:

1 to receive the audited financial statements of the Corporation for the year ended May 31, 2020, together with the auditors’ reports thereon;
2 to elect the directors of the Corporation that will hold office until the earlier of the next annual general meeting of the Corporation or the completion of the Corporation’s proposed qualifying transaction with BuildDirect.com Technologies Inc. (the “ Qualifying Transaction ”), as more fully described in the management information circular dated May 28, 2021 in respect of the Meeting (the “ Information Circular ”) accompanying this Notice of Meeting;
3 conditional on and effective upon the completion of the Qualifying Transaction, to elect the directors of the Corporation, as more fully described in the Information Circular;
4 to re-appoint Segal LLP, Chartered Professional Accountants, as the auditors of the Corporation and to authorize the board of directors of the Corporation to fix their remuneration, until the earlier of the next annual general meeting of the Corporation or the completion of the Qualifying Transaction, as more fully described in the Information Circular;
5 conditional on and effective upon the completion of the Qualifying Transaction, to appoint KPMG LLP as the auditors for the Corporation and to authorize the board of directors of the Corporation to fix their remuneration, as more fully described in the Information Circular;
6 to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution ratifying the Corporations’ ten percent (10%) rolling stock option plan (the “ Legacy Option Plan ”), the full text of which is set out in the Information Circular;
7 conditional on and effective upon the completion of the Qualifying Transaction, to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving a new omnibus equity incentive plan of the Corporation to take effect and replace the Legacy Option Plan immediately upon completion of the Qualifying Transaction, the full text of which is set out in the Information Circular;
8 to consider and, if deemed advisable, to pass an ordinary resolution to approve a consolidation of all of the outstanding Common Shares on the basis of one (1) post-consolidation Common Share for every 26.538 pre-consolidation Common Shares, as determined by the board of directors of the Corporation, the full text of which is set out in the Information Circular; and
9 to transact such further or other business as may properly come before the Meeting or any postponements or adjournments thereof.

THE BOARD OF DIRECTORS OF THE CORPORATION UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE ABOVE REFERENCED RESOLUTIONS AT THE MEETING.

The Corporation’s accompanying Information Circular provides additional information relating to each of the matters to be addressed at the Meeting and is deemed to form part of this Notice of Meeting. The board of directors of the Corporation has fixed May 28, 2021 as the record date (the “ Record Date ”) for the determination of Shareholders entitled to receive notice of and vote at the Meeting. Any persons who were not holders of Common Shares and who acquired Common Shares after the Record Date will not be entitled to receive notice of or vote those Common Shares at the Meeting.

After taking into account recent Provincial, Territorial and Federal guidance regarding public gatherings and social distancing due to the COVID-19 pandemic, the Corporation has elected to hold the Meeting virtually, allowing registered Shareholders and proxyholders to attend and participate at the Meeting by dialing into or clicking the link below to a live webcast. Non-registered shareholders who have not duly appointed themselves as proxyholder will not be able to attend the virtual Meeting. This is because the Corporation and its transfer agent, do not have a record of the non-registered shareholders, and, as a result, will have no knowledge of their shareholdings or entitlement to vote unless they appoint themselves as proxyholder. This serves to proactively protect the health and wellbeing of the Corporation's shareholders, management, directors and service partners, while permitting and encouraging shareholder participation at the Meeting. In order to streamline the Meeting process, the Corporation encourages Shareholders to vote in advance of the Meeting using the voting instruction form or the form of proxy mailed to them with the Meeting materials and submitting them by no later than 10:00 a.m. (Vancouver time) on Tuesday, June 29, 2021 , the cut-off time for deposit of proxies prior to the Meeting. Shareholders wishing to attend the Meeting are encouraged to do so by logging into the webcast or calling the number below, and instructions will be provided as to how Shareholders entitled to vote at the Meeting may participate and vote.

Details of the Meeting

Date: July 2, 2021 Time: 10:00 a.m. (Vancouver time)

Telephone Access:

Canada:

1-855-703-8985 Canada Toll Free 1-647-374-4685 Canada Local

US:

1-888-475-4499 US Toll Free 1-877-853-5257 US Toll Free

Meeting ID: 917 1263 8600

Passcode: 061557

To Register in Advance:

https://mindengross.zoom.us/meeting/register/tJUqduuurTMsGtTWTy4GAMk8BcDG OW6l_j4o

To Access the Virtual Meeting:

The URL for the Virtual Meeting will be provided to Shareholders who register using the link provided above.

Registered Shareholders who are unable to attend the Meeting in person are requested to complete, date and sign the enclosed form of proxy and send it in the enclosed envelope or otherwise to the Corporation’s transfer agent, Computershare, in accordance with the instructions set forth in the Information Circular and in the enclosed form of proxy. Electronic voting is also available for this Meeting through www.investorvote.com and telephone voting is available. Votes cast electronically or by telephone are in all respects equivalent to, and will be treated in the exact same manner as, votes cast via a paper form of proxy. Further details on the electronic voting process are provided in the form of proxy. Non-registered Shareholders who receive these materials through their broker or other intermediary should complete and send the voting instruction form in accordance with the instructions provided by their broker or intermediary. To be effective, a proxy must be received by Computershare not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or any adjournment thereof. Late proxies may be accepted or rejected by the Chairperson of the Meeting in his discretion, and the Chairperson is under no obligation to accept or reject any particular late proxy.

Should we determine that changes to the Meeting are required, we will announce these changes by news release, which will be filed on SEDAR. We recommend that you view our SEDAR profile for documents filed prior to the Meeting for the most current information. We do not intend to prepare or mail amended proxy and Meeting materials if changes are required to the format of the Meeting.

DATED at Vancouver, British Columbia this 28[th] day of May, 2021.

BY ORDER OF THE BOARD OF DIRECTORS OF VLCTY CAPITAL INC.

“Andrew Elbaz”

Chief Executive Officer

VLCTY CAPITAL INC. 206-3500 CARRINGTON ROAD WESTBANK, BRITISH COLUMBIA V4T 3C1

MANAGEMENT INFORMATION CIRCULAR

May 28, 2021

THIS MANAGEMENT INFORMATION CIRCULAR (THE “INFORMATION CIRCULAR”) IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY AND ON BEHALF OF MANAGEMENT OF VLCTY CAPITAL INC. (THE “CORPORATION”) FOR USE AT THE ANNUAL GENERAL AND SPECIAL MEETING (THE “MEETING”) OF THE SHAREHOLDERS OF THE CORPORATION (THE “SHAREHOLDERS”) TO BE HELD VIRTUALLY ON FRIDAY, JULY 2, 2021, AT 10:00 A.M. (VANCOUVER TIME) OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF FOR THE PURPOSES SET FORTH IN THE ACCOMPANYING NOTICE OF MEETING (THE “NOTICE OF MEETING”). Unless otherwise stated, the information contained in this Information Circular is given as at May 28, 2021.

VIRTUAL MEETING

Details of the Meeting

Date: July 2, 2021 Time: 10:00 a.m. (Vancouver time)

Telephone Access:

Canada:

1-855-703-8985 Canada Toll Free 1-647-374-4685 Canada Local

US:

1-888-475-4499 US Toll Free 1-877-853-5257 US Toll Free

Meeting ID: 917 1263 8600

Passcode: 061557

To Register in Advance: https://mindengross.zoom.us/meeting/register/tJUqduuurTMsGtTWTy4GAMk8BcDG OW6l_j4o

To Access the Virtual Meeting:

The URL for the Virtual Meeting will be provided to Shareholders who register using the link provided above.

GENERAL PROXY INFORMATION

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone by directors, officers or regular employees of the Corporation. Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation materials to the beneficial owners of the common shares in the capital of the Corporation (the “ Common Shares ”). The cost of any such solicitation will be borne by the Corporation.

Appointment of Proxyholders

THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY ARE DIRECTORS AND/OR OFFICERS OF THE CORPORATION. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND, ACT AND VOTE FOR SUCH SHAREHOLDER AT THE MEETING OTHER THAN THOSE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY. A SHAREHOLDER DESIRING TO APPOINT SOME PERSON OTHER THAN THOSE NAMED IN THE ENCLOSED FORM OF PROXY TO REPRESENT SUCH SHAREHOLDER AT THE MEETING MAY DO SO EITHER BY INSERTING SUCH PERSON’S NAME IN THE BLANK SPACE PROVIDED IN THE ENCLOSED FORM OF PROXY AND STRIKING OUT THE NAMES OF THE TWO SPECIFIED PERSONS OR BY COMPLETING ANOTHER PROPER FORM OF PROXY AND, IN EITHER CASE, DELIVERING THE COMPLETED FORM OF PROXY TO THE CORPORATION, C/O COMPUTERSHARE INVESTOR SERVICES INC. (“COMPUTERSHARE”), THE CORPORATION’S REGISTRAR AND TRANSFER AGENT, AT 510 BURRARD STREET, 3RD FLOOR, VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3B9 (FAX: 1-604-661-9401), BY NO LATER THAN 10:00 A.M. (VANCOUVER TIME) ON TUESDAY JUNE 29, 2021, OR, IN THE CASE OF ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING, BY NO LATER THAN FORTY-EIGHT (48) HOURS (EXCLUDING SATURDAYS, SUNDAYS AND STATUTORY HOLIDAYS IN THE PROVINCE OF BRITISH COLUMBIA) PRIOR TO THE TIME OF HOLDING OF THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

Voting by Proxyholder

The persons named in the form of proxy will vote or withhold from voting the Common Shares represented thereby in accordance with the instructions of the Shareholders appointing such persons as proxy. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. IN RESPECT OF A MATTER FOR WHICH A CHOICE IS NOT SPECIFIED IN THE FORM OF PROXY, THE MANAGEMENT APPOINTEE ACTING AS A PROXYHOLDER WILL VOTE IN FAVOUR OF EACH MATTER IDENTIFIED ON THE PROXY AND, IF APPLICABLE, FOR THE NOMINEES OF MANAGEMENT FOR DIRECTORS AND AUDITORS AS IDENTIFIED IN THE FORM OF PROXY.

THE ENCLOSED FORM OF PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE PERSON OR PERSONS NAMED THEREIN WITH RESPECT TO AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE OF MEETING TO WHICH THE FORM OF PROXY RELATES AND WITH RESPECT TO OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING. As at the date of this Information Circular, management of the Corporation knows of no such amendment, variation or other matters to come before the Meeting. However, if any other matters which are not now known to management of the Corporation should properly come before the Meeting, the Common Shares represented by the proxy will be voted on such matters in accordance with the best judgment of the person or persons voting the Common Shares represented by such proxy.

Registered Shareholders

Registered Shareholders (each, a “ Registered Holder ”) may vote at the Meeting. Those Registered Holders who are unable to attend the Meeting virtually should properly complete and deliver the form of proxy, and the Common Shares represented by the Registered Holder’s proxy will be voted or withheld from voting in accordance with the instructions indicated on the form of proxy, or any ballot that may be called at the Meeting or any adjournment thereof. A Registered Holder may submit a proxy using one of the following methods:

(a) complete, date and sign the form of proxy and return it to Computershare by fax at 1-604661-9401, or by mail or by hand delivery to 510 Burrard Street, 3rd Floor, Vancouver, British Columbia, Canada V6C 3B9, Attention: Proxy Department; or
(b) to vote by Internet, go to www.investorvote.com and follow the instructions. You will need your 15-digit control number which you can find on your form of proxy. Follow the online voting instructions given to you and vote over the Internet referring to your holder account number and proxy access number provided on the form of proxy that was delivered to you.

To be effective, a proxy must be received by Computershare no later than 10:00 A.M. (Vancouver Time) on June 29, 2021 or, if the Meeting is adjourned, at least forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) prior to the time of holding of the Meeting or any adjournment thereof.

Failure to complete or deposit a proxy properly may result in its invalidation. The time limit for the deposit of proxies may be waived by the Chairperson of the Meeting in his discretion without notice.

Non-Registered Shareholders

Only Registered Holders or the persons they appoint as their proxies are permitted to vote at the Meeting. However, in many cases, Common Shares beneficially owned by a person (a “ Non-Registered Holder ”) are registered either: (a) in the name of an intermediary (an “ Intermediary ”) that the Non-Registered Holder deals with in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as CDS & Co. (the nominee of The Canadian Depository for Securities Limited)) of which the Intermediary is a participant. In accordance

with the requirements of NI 54-101, the Corporation has distributed copies of the Notice of Meeting and Information Circular (collectively, the “ Meeting Materials ”) to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders unless such Non-Registered Holders have waived the right to receive the proxy-related materials.

There are two categories of Non-Registered Holders for the purposes of applicable securities regulatory policy in relation to the mechanism of dissemination to Non-Registered Holders of proxy-related materials and other securityholder materials and the request for voting instructions from such Non-Registered Holders. Non-objecting beneficial owners (“ NOBOs ”) are Non-Registered Holders who have advised their Intermediary that they do not object to their Intermediary disclosing ownership information to the Corporation, consisting of their name, address, e-mail address, securities holdings and preferred language of communication. Securities legislation restricts the use of that information to matters strictly relating to the affairs of the Corporation. Objecting beneficial owners (“ OBOs ”) are Non-Registered Holders who have advised their Intermediary that they object to their Intermediary disclosing such ownership information to the Corporation.

In accordance with the requirements of NI 54-101, the Corporation is sending the Meeting Materials, and a voting instruction form or a form of proxy, as applicable, directly to NOBOs and indirectly through Intermediaries to OBOs. NI 54-101 permits the Corporation, in its discretion, to obtain a list of its NOBOs from intermediaries and use such NOBO list for the purpose of distributing the Meeting Materials directly to, and seeking voting instructions directly from, such NOBOs. As a result, the Corporation is entitled to deliver Meeting Materials to Non-Registered Holders in two manners: (a) directly to NOBOs and indirectly through Intermediaries to OBOs; or (b) indirectly to all Non-Registered Holders through Intermediaries. In accordance with the requirements of NI 54-101, the Corporation is sending the Meeting Materials directly to NOBOs and indirectly through Intermediaries to OBOs. The Corporation does not intend to pay for Intermediaries to deliver the proxy-related materials to OBOs. If the Corporation does not pay for an Intermediary to deliver materials to OBOs, OBOs will not receive the materials unless their Intermediary assumes the cost of delivery.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a NonRegistered Holder has waived the right to receive them. Intermediaries often use service companies to forward Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

(c) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile or stamped signature) and is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. In this case, the Non-Registered Holder who wishes to submit a proxy should properly complete the form of proxy and submit it to the Corporation, c/o Computershare, at the address set forth in the Notice of Meeting; or
(d) more typically, be given a form of proxy which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service corporation, will constitute voting instructions (often called a “ proxy authorization form ”) which the Intermediary must follow. Typically, the NonRegistered Holder will be given a page of instructions which contains a removable label containing a bar-code and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Non-Registered Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service corporation in accordance with the instructions of the Intermediary or its service corporation.

In either case, the purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Holder who receives either a form of proxy wish to vote at the Meeting (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should strike out the persons named in the form of proxy and insert the

Non-Registered Holder's or such other person’s name in the blank space provided. In either case, NonRegistered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the form of proxy or proxy authorization form is to be delivered.

A Non-Registered Holder may revoke a proxy authorization form (voting instructions) or a waiver of the right to receive the Meeting Materials and to vote which has been given to an Intermediary at any time by written notice to the Intermediary, except that an Intermediary is not required to act on a revocation of a proxy authorization form (voting instructions) or of a waiver of the right to receive Meeting Materials and to vote which is not received by the Intermediary at least seven (7) days prior to the Meeting, or any postponement or adjournment thereof.

Notice to Shareholders in the United States

The solicitation of proxies involves securities of an issuer located in Canada and is being affected in accordance with the corporate laws of Canada and securities laws of the provinces and territories of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Corporation or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces and territories of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces and territories of Canada differ from the disclosure requirements under United States securities laws.

Revocation of Proxies

If you want to revoke your proxy after you have delivered it, you can do so at any time before it is used. You may do this by: (a) attending the Meeting virtually and voting at the Meeting if you were a Registered Holder at the Record Date; (b) signing a form of proxy bearing a later date and submitting such proxy to Computershare, provided that such form of proxy is received by Computershare prior to the proxy cut-off time specified below; (c) signing a written statement that indicates, clearly, that you want to revoke your proxy and delivering this signed written statement to the registered office of the Corporation at 206-3500 Carrington Road, Westbank, British Columbia V4T 3C1; or (d) in any other manner permitted by law.

Your proxy will only be revoked if a revocation is received by 10:00 a.m. (Vancouver Time) on June 29, 2021 or, in the case of an adjournment or postponement of the Meeting, forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) prior to the time of holding of the Meeting or any adjournment thereof. If you revoke your proxy and do not replace it with another that is deposited with us before the proxy cut-off deadline, you can still vote your Common Shares, but to do so you must attend (virtually) and vote at the Meeting. Any vote cast by a Registered Holder at the Meeting will revoke any proxy previously submitted by the Registered Holder.

A Non-Registered Holder may revoke voting instructions by written notice to the Intermediary to whom the instructions were given. Non-Registered Holders should refer to their proxy authorization form for further information on revoking voting instructions. Any revocation notice should be delivered to the Intermediary well in advance of the Meeting to allow the Intermediary time to process the revocation.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

General

The only outstanding securities of the Corporation carrying voting rights are the Common Shares. The Corporation is authorized to issue an unlimited number of Common Shares without par value and an unlimited number of preferred shares, of which, as at the date of this Information Circular, 6,000,000 Common Shares are issued and outstanding and no preferred shares are issued and outstanding.

The record date for the purpose of determining the Shareholders entitled to receive notice of the Meeting has been fixed by the Corporation's board of directors (the “ Board ”) to be May 28, 2021 (the “ Record Date ”). Only Shareholders of record at the close of business on the Record Date who either: (a) attend the Meeting virtually; or (b) complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

Common Shares

Each Common Share is entitled to one (1) vote on each matter to be voted upon at the Meeting.

Quorum

A quorum of Shareholders is present at the Meeting if there are one (1) or more persons who are present and being, or who represent by proxy, two (2) or more Shareholders entitled to attend and vote at the meeting.

Principal Shareholders

To the knowledge of the Corporation's directors and executive officers, no persons beneficially own, directly or indirectly, or exercise control or direction over, directly or indirectly, Common Shares carrying more than ten percent (10%) of the voting rights attached to all outstanding Common Shares.

Qualifying Transaction

On March 19, 2021, the Corporation entered into a binding letter of intent with BuildDirect.com Technologies Inc. (“ BuildDirect ”) and on April 30, 2021, the Corporation entered into an amalgamation agreement with BuildDirect and 9923896 Canada Inc., a wholly-owned subsidiary of the Corporation, which sets out the terms and conditions pursuant to which the Corporation and BuildDirect, an arm’s length party, will complete a transaction that will result in a reverse take-over of the Corporation by BuildDirect (the “ Qualifying Transaction ”). The Qualifying Transaction is structured as a three-cornered amalgamation under the provisions of the Canada Business Corporations Act (the “ CBCA ”), pursuant to which, among other things, 9923896 Canada Inc. will amalgamate with BuildDirect (the “ Amalgamation ”) to form a newly amalgamated company (“ Amalco ”). In connection with the Amalgamation, holders of common shares in the capital of the BuildDirect and Class AA preferred shares in the capital of BuildDirect (collectively, the “ BuildDirect Shares ”) will receive Common Shares for each BuildDirect Share held immediately before the Amalgamation, receive stock options to acquire Common Shares for each stock option of BuildDirect held immediately before the Amalgamation and receive common share purchase warrants to acquire Common Shares for each common share purchase warrant of BuildDirect held immediately before the Amalgamation.

In addition, prior to the Amalgamation, each outstanding Common Share and security convertible into a Common Share shall be adjusted in accordance with its terms to account for the Consolidation (as defined below) and, in respect of certain stock options of the Corporation, to amend the expiry date of such options to a date that is twelve (12) months following completion of the Qualifying Transaction.

In connection with the Qualifying Transaction, it is anticipated that the Corporation will consolidate the Common Shares on the basis of one (1) post-Consolidation Common Share for every 26.538 preConsolidation Common Shares (the “ Consolidation ”).

Pursuant to the Qualifying Transaction, the Corporation will change its name to "BuildDirect.com Technologies Inc.”, or such other name as may be determined by the Corporation and as may be acceptable to the TSX Venture Exchange (the “ TSXV ”) and regulatory authorities (the “ Resulting Issuer ”). Upon completion of the Qualifying Transaction, Amalco will carry on the business of BuildDirect as a whollyowned subsidiary of the Corporation.

If completed, the Qualifying Transaction is intended to constitute the Corporation’s Qualifying Transaction, as defined in Policy 2.4 of the TSXV Corporate Finance Manual (the “ CPC Policy ”) and, as such, it is subject to approval of the TSXV.

Shareholders are not required to approve the Qualifying Transaction . However, the Qualifying Transaction is very important to the Corporation and certain matters to be considered at the Meeting are important for preparing the Corporation to complete the Qualifying Transaction. Full details regarding BuildDirect and the Qualifying Transaction will be disclosed by the Corporation in a filing statement to be prepared and filed under the CPC Policy (the “ Filing Statement ”). The Filing Statement will be posted on SEDAR at www.sedar.com prior to completion of the Qualifying Transaction. Management of the Corporation will endeavour to post the Filing Statement on SEDAR as quickly as possible; however, the posting thereof may not occur before the date of the Meeting. Shareholders are urged to review the press releases issued by the Corporation on March 19, 2021 and May 6, 2021 announcing the proposed Qualifying Transaction as well as the Filing Statement of the Corporation if, as and when filed on SEDAR, as it contains important disclosure regarding the Resulting Issuer and the Qualifying Transaction.

Subject to receipt of all requisite approvals, including from the TSXV, the Qualifying Transaction is anticipated to close in July 2021. Certain of the resolutions sought to be passed by the Shareholders at the Meeting are important to the completion of the Qualifying Transaction. Failure to pass these resolutions could impede or impact the completion of the Qualifying Transaction.

MATTERS TO BE ACTED UPON AT THE MEETING

A. Presentation of Financial Statements

A copy of the Corporation's annual audited financial statements for the fiscal year ended May 31, 2020 (the “ Financial Statements ”), together with the auditors’ report thereon, will be placed before the Shareholders at the Meeting. The presentation at the Meeting of the auditors’ report and the Financial Statements for this financial period will not constitute a request for approval or disapproval of any matters referred to therein. Copies of the Corporation’s annual and interim financial statements are also available on SEDAR at www.sedar.com.

B. Election of Directors

Directors will be elected at the Meeting. Shareholders will be asked to elect the six (6) directors to the Board set out in the table below. If elected, each such director (the “ Current Nominees ”) will be elected to hold office effective until the earlier of: (a) the next annual general meeting of the Corporation; (b) the completion of the Qualifying Transaction; or (c) his/her successor is duly elected or appointed in accordance with the Business Corporations Act (British Columbia) (the “ BCBCA ”) and the Articles of the Corporation, unless his/her office is vacated earlier.

Voting for the election of the below named directors comprising the Current Nominees will be conducted on an individual, and not slate basis. Shareholders can vote for all of the proposed directors set forth herein, vote for some of them and withhold for others, or withhold for all of them. Unless the proxy specifically instructs the proxyholder to withhold such vote, Common Shares represented by the proxies hereby solicited shall be voted for the election of each of the nominees whose names are set forth below. Management does not contemplate that any of these proposed nominees will be unable to serve as a director of the Corporation, but if that should occur for any reason prior to the Meeting, the persons designated in the enclosed instrument appointing proxy will have the right to use their discretion in voting for a properly qualified substitute.

The following is a brief description of the Current Nominees proposed, including their principal occupation for the past five (5) years, all positions and offices with the Corporation held by them and the number of Common Shares that they have advised are beneficially owned, directly or indirectly, by them or over which control or direction is exercised by them, as at the Record Date.

Name, Municipality of	Principal Occupation for the Past Five (5)	Director of the	Number of
Residence and	Years	Corporation Since	Common Shares
Position/Offices to be			Beneficially Owned
Held			or Controlled
Andrew Elbaz Toronto, Ontario Chief Executive Officer, Corporate Secretary, Director and ChairpersonoftheBoard	Partner at Minden Gross LLP	September 16, 2019	500,000
John Farlinger Centennial, Colorado Chief Financial Officer and Director	Mr. Farlinger was appointed as a Director of Lite Access Technologies Inc. on April 9, 2021. Mr. Farlinger was appointed as Chief Executive Officer and Executive Chairperson on August 28, 2019 at Assure Holdings Corp. Prior to his appointment at Assure Holdings Corp. as Chief Executive Officer and Executive Chairperson, Mr. Farlinger was appointed as Interim Chief Executive Officer and Executive Chairperson on May 15, 2018. Mr. Farlinger held the position of Chairperson and CEO of Urban Communications Inc. from July 8, 2014 to June 2018. His past positions also include director and Chairperson of the Governance and Audit Committee of Killi Ltd (formerly known as Freckle Ltd.) (TSXV) (June 2019 to February 2020), Senior Vice-President of Teliphone Navigata-Westel (February 2013 to April 2014), and CEO of Titan Communications (2009 to 2013). He is also an advisor to CareCru Inc., a healthcare start up.	September 16, 2019	500,000
Alexander Katznelson Toronto, Ontario Director	Associate at Minden Gross LLP	September 16, 2019	500,000
Elyssia Patterson Vancouver, British Columbia Director	Ms. Patterson is currently the Chief Executive Officer of Lycan Capital Corp. (January 2021 – Present), Chief Financial Officer and Director of Snowy Owl Gold Corp (May 2020 - Present), Chief Financial Officer of Quebec Silica Resources Corp. (September 2020 - Present), Chief Financial Officer of Quebec Nickel Resources Corp. (October 2020 – Present) and Manager of Investor Relations of Ynvisible Interactive (June 2019 – Present).	September 16, 2019	500,000
Michael Silver Toronto, Ontario Promoter and Director	Mr. Silver is the Founder of VLCTY Capital Partners Ltd. (January 2020 – Present). Previously, he was an investment banker at HSBC Securities (Canada) Inc. (August 2015 to December 2019)	December 6, 2019	500,000
Michael Isenberg Toronto, Ontario Director	Mr. Isenberg has been a Senior Principal and Portfolio Manager at Ontario Teachers’ Pension Plan (June 2020 to Present). Prior thereto, Mr. Isenberg was a Partner and Senior Portfolio Manager at Cumberland Private Wealth Management. Mr. Isenberg was a Partner and the Head of Research at RP Investment Advisors (2012-2019).	February 24, 2020	500,000

Note:

(1) Messrs. Silver, Farlinger and Katznelson are members of the audit committee of the Board.

Cease Trade Orders

To the knowledge of management of the Corporation, except as disclosed below, no proposed Current Nominee is, as of the date of this Information Circular, or has been, within ten (10) years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Corporation)

that was subject to a cease trade order, an order similar to a cease trade order or an order that denied the company access to any exemptions under securities legislation, that was in effect for a period of more than thirty (30) consecutive days, that was issued: (i) while that person was acting in such capacity; or (ii) after that person ceased to act in such capacity but which resulted from an event that occurred while that person was acting in such capacity.

John Farlinger is a director (currently, the Executive Chairperson, Chief Executive Officer and Director) of Assure Holdings Corp. (“ Assure ”), which was subject to a cease trade order issued by the British Columbia Securities Commission on May 1, 2018 (the “ May CTO ”) for failing to file annual audited financial statements and annual management discussion and analysis for the year ended December 31, 2017 (the “ Assure 2017 Annual Filings ”), which were required to be filed on or before April 30, 2018. On August 7, 2018, a cease trade order was issued by the British Columbia Securities Commission against Assure (together with the May CTO, the “ Assure CTOs ”) for failure to file unaudited interim financial statements, interim management discussion and analysis and certification of interim filings for the interim period ended March 31, 2018 (together with the Assure 2017 Annual Filings, the “ Assure Required Filings ”). The Assure CTOs were revoked on August 20, 2018 after Assure made the Assure Required Filings.

Bankruptcies

To the knowledge of management of the Corporation, no proposed Current Nominee is, as of the date of this Information Circular, or has been, within ten (10) years before the date hereof, a director or executive officer of any company (including the Corporation) that, while such person was acting in that capacity, or within one (1) year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

To the knowledge of management of the Corporation, no proposed Current Nominee has, within the ten (10) years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Penalties or Sanctions

To the knowledge of management of the Corporation, no Current Nominee has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Other Reporting Issuer Experience

The Current Nominees hold directorships in the following other reporting issuers:

Name	Name and Jurisdiction of Reporting Issuer	Name of Exchange or Market			To
			Position	From

John Farlinger	Assure Holdings Corp.	TSXV	Chief Executive Officer, Executive Chairperson and Director	August 28, 2019	Present

Name	Name and Jurisdiction of Reporting Issuer	Name of Exchange or Market			To
			Position	From

Elyssia Patterson	Snowy Owl Gold Corp.	Canadian Securities Exchange	Chief Financial Officer and Director	May 2020	Present

C. Election of Post-Qualifying Transaction Directors

In connection with the Qualifying Transaction, it is desirable to elect directors of the Corporation to serve from the effective time of the Qualifying Transaction (the “ Change of Board Time ”) until the close of the next annual general meeting of Shareholders of the Corporation or until their successors are elected or appointed (the “ New Nominees ”).

Voting for the election of the below named directors comprising the New Nominees will be conducted on an individual, and not slate basis. Shareholders can vote for all of the proposed directors set forth herein, vote for some of them and withhold for others, or withhold for all of them. Unless the proxy specifically instructs the proxyholder to withhold such vote, Common Shares represented by the proxies hereby solicited shall be voted for the election of each of the nominees whose names are set forth below. Management does not contemplate that any of these proposed nominees will be unable to serve as a director of the Corporation, but if that should occur for any reason prior to the Meeting, the persons designated in the enclosed instrument appointing proxy will have the right to use their discretion in voting for a properly qualified substitute.

It is a condition to the completion of the Qualifying Transaction that the New Nominees, comprised of six (6) individuals, to be determined by the Corporation and BuildDirect, be elected, effective at the Change of Board Time, as directors of the Corporation. At the time of the Meeting, the Qualifying Transaction will not yet have been completed and there can be no assurance at that time that it will be completed.

The following table sets forth the name of each of the persons proposed to be nominated for election as a director of the Corporation as part of the New Nominees, all positions and offices in the Corporation to be held by such nominees, the nominees’ municipality and country of residence, principal occupation within the five (5) preceding years, and the number and percentage of Common Shares beneficially owned by the nominees, directly or indirectly, or over which control or direction is exercised.

Name and Municipality of Residence	Position to be Held with the Corporation	Principal Occupation During Past 5 Years	Number of Common Shares Beneficially Owned or Controlled
Dan Park Vancouver, British Columbia	Chief Executive Officer and Director	CEO and Director of BuildDirect; General Manager and Commercial Vertical Leader of Amazon Business	Nil
Tim Howley Vancouver,British Columbia	Director	Director of BuildDirect; CFO of Mark AnthonyGroup	Nil
Milan Roy Vancouver,BritishColumbia	Director	Director of BuildDirect; CFO of Lyra Growth PartnersInc.	Nil
Julie Todaro San Francisco, California	Director	Director of BuildDirect; Advisor; President, Home and Services at Opendoor	Nil
Andrew Elbaz Toronto,Ontario	Director	Partner at Minden Gross LLP	500,000

Name and Municipality of Residence	Position to be Held with the Corporation	Principal Occupation During Past 5 Years	Number of Common Shares Beneficially Owned or Controlled
John Farlinger Centennial, Colorado	Director	Mr. Farlinger was appointed as a Director of Lite Access Technologies Inc. on April 9, 2021. Mr. Farlinger was appointed as Chief Executive Officer and Executive Chairperson on August 28, 2019 at Assure Holdings Corp. Prior to his appointment at Assure Holdings Corp. as Chief Executive Officer and Executive Chairperson, Mr. Farlinger was appointed as Interim Chief Executive Officer and Executive Chairperson on May 15, 2018. Mr. Farlinger held the position of Chairperson and CEO of Urban Communications Inc. from July 8, 2014 to June 2018. His past positions also include director and Chairperson of the Governance and Audit Committee of Killi Ltd (formerly known as Freckle Ltd.) (TSXV) (June 2019 to February 2020), Senior Vice-President of Teliphone Navigata-Westel (February 2013 to April 2014), and CEO of Titan Communications (2009 to 2013). He is also an advisor to CareCru Inc., a healthcare start up.	500,000

Biographical information regarding the New Nominees

Dan Park – Proposed Chief Executive Officer and Director

Dan brings nearly three decades of experience building and leading world-class teams at top-tier multibillion dollar retail and technology companies. At BuildDirect, Dan leads the executive leadership team and also sits on the BuildDirect Board of Directors. He is responsible for all aspects of the BuildDirect business including strategy and vision creation, operational execution against the strategy, fundraising and external financing, team recruitment and leadership, developing the product strategy and executing against the technology roadmap, and overall P&L management. Dan’s career has spanned various sectors and executive management roles including McKinsey and Company, Target, and Payless Shoesource, and as a Captain in the U.S. Army. Most recently, Dan was General Manager and Commercial Vertical Leader of Amazon Business, a channel he built from scratch to several billions of dollars and one of their fastest growing businesses. Prior to that role, he led the global product management team for Amazon Business and held GM roles in the Amazon Consumer Electronics category. Dan earned a Bachelor of Science in Mechanical Engineering from West Point United States Military Academy and a Master’s of Business Administration from Harvard University Graduate School of Business Administration.

Tim Howley – Proposed Director

Tim Howley is the Chief Financial Officer for the Mark Anthony Group of Companies, one of North America's most diversified and successful private beverage companies focused on the alcohol beverage sector. Prior to joining the Mark Anthony Group in 2005, Mr. Howley was CFO then CEO of a major western Canadian retail chain (1999 to 2005) following being a partner with KPMG (1988-1999). Mr. Howley is a member of the Chartered Professional Accountants of Canada, was elected a Fellow of the Chartered Professional Accountants of British Columbia and is a member of the Canadian Institute of Chartered Business Valuators. He holds an Honours B.A. in Philosophy from the University of Western Ontario and a Masters of Liberal Studies from Simon Fraser University.

Milan Roy – Proposed Director

Milan Roy is the CFO of Lyra Growth Partners Inc. Milan supports the investment team at Lyra and sits on the Board of a number of investee companies. He has over 20 years of entrepreneurial and corporate finance experience. Prior to joining Lyra, he started his own firm where he advised food & beverage and tech companies, sometimes acting as a fractional CFO to rapidly growing companies. Prior to that, he worked at Deloitte Corporate Finance for eight years where he led numerous mid-market M&A and growth capital transactions and where he was a National Senior Sector Specialist for Food & Beverage. Milan is a CFA Charterholder and completed a BBA at the Schulich School of Business.

Julie Todaro – Proposed Director

Julie Todaro is an advisor to technology-based consumer-facing companies on strategic, people, and operational issues, including Airbnb, Inc., Coupang, and Callisto Media Inc. Previously, she served as President of Homes and Services of Opendoor Technologies Inc. and has also held roles such as the Chief Operating Officer of Drop Technologies, Inc., and Vice President, Consumer Electronics, Vice President, U.S. Books and Amazon.ca and Director of Finance at Amazon.com, Inc. Julie holds a B.B.A. in Business Administration and Accounting from Texas A&M University and an M.B.A. from The Wharton School of the University of Pennsylvania.

Andrew Elbaz – Proposed Director

Mr. Elbaz is a partner and founder of the securities and capital markets practice at Minden Gross LLP. Mr. Elbaz regularly advises public companies and investment banks on a variety of public market transactions ranging from public offerings, private placements, initial public offerings, reverse take-overs, M&A and M&A advisory mandates. Mr. Elbaz was previously a partner in the securities and capital markets practice at a large international law firm and has been practicing securities law almost exclusively since 2005. Mr. Elbaz has an LLB from Dalhousie University (2003); a BCL from the Universite de Montréal (2002) and a BA from McGill University (1999).

John Farlinger – Proposed Director

Mr. Farlinger is currently a director of Lite Access Technologies Inc. and the Chief Executive Officer and Executive Chairperson of Assure Holdings Corp. Mr. Farlinger had also served as Chairperson and CEO of Urban Communications Inc. (TSXV) from July 2014 to June 2018, serving on both of the compensation and the audit committees and served as a director and Chairperson of the Governance and Audit Committee of Killi Ltd. (formerly Freckle Ltd.)(TSXV). Mr. Farlinger has extensive capital markets experience in both of the United States and Canada, having led multiple rounds of venture and private equity funding over the past 20 years. Mr. Farlinger is a Chartered Professional Accountant (CPA, CA) and graduated with a Bachelor of Commerce (Hons) from Queen’s University.

Other Reporting Issuer Experience

The New Nominees hold directorships in the following other reporting issuers:

Name	Name and Jurisdiction of Reporting Issuer	Name of Exchange or Market			To
			Position	From

John Farlinger	Assure Holdings Corp.	TSXV	Chief Executive Officer, Executive Chairperson andDirector	August 28, 2019	Present

Cease Trade Orders

To the knowledge of management of the Corporation, no New Nominee is, as of the date of this Information Circular, or has been, within ten (10) years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Corporation) that was subject to a cease trade order, an order similar to a cease trade order or an order that denied the company access to any exemptions under securities legislation, that was in effect for a period of more than thirty (30) consecutive days, that was issued: (a) while that person was acting in such capacity; or (b) after that person ceased to act in such capacity but which resulted from an event that occurred while that person was acting in such capacity.

Bankruptcies

Except as set out herein, to the knowledge of management of the Corporation, no New Nominee is, as of the date of this Information Circular, or has been, within ten (10) years before the date hereof, a director or executive officer of any company (including the Corporation) that, while such person was acting in that capacity, or within one (1) year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

On October 31, 2017, BuildDirect filed for, and was granted, creditor protection under the Companies’ Creditors Arrangement Act (“ CCAA ”) by the Supreme Court of British Columbia (which order was subsequently given recognition and effect in the United States by the United States Bankruptcy Court). On March 22, 2018, BuildDirect implemented its plan (the “ Plan ”) of compromise and arrangement under the CCAA and emerged from CCAA protection. Prior to implementation, the Plan was voted on and approved by BuildDirect’s creditors and was sanctioned by the British Columbia Supreme Court and the US Bankruptcy Court. During the above noted CCAA process, Messrs. Howley and Roy served as Directors of BuildDirect and Mr. Park served as BuildDirect’s Chief Executive Officer.

International Herbs (B.C.) Ltd. was a producer and distributor of fresh herb products to retail grocers across Canada with operations in British Columbia and Ontario. This company filed an assignment into bankruptcy on January 9, 2019 and The Bowra Group Inc. was appointed as the Licensed Insolvency Trustee of the bankrupt estate. The bankruptcy was discharged in November 2020. During the above noted process, Mr. Roy served as a director of International Herbs (B.C.) Ltd.

John Farlinger is a director (currently, the Executive Chairperson, Chief Executive Officer and Director) of Assure, which was subject to a cease trade order issued by the British Columbia Securities Commission on May 1, 2018 (the “ May CTO ”) for failing to file annual audited financial statements and annual management discussion and analysis for the year ended December 31, 2017 (the “ Assure 2017 Annual Filings ”), which were required to be filed on or before April 30, 2018. On August 7, 2018, a cease trade order was issued by the British Columbia Securities Commission against Assure (together with the May CTO, the “ Assure CTOs ”) for failure to file unaudited interim financial statements, interim management discussion and analysis and certification of interim filings for the interim period ended March 31, 2018 (together with the Assure 2017 Annual Filings, the “ Assure Required Filings ”). The Assure CTOs were revoked on August 20, 2018 after Assure made the Assure Required Filings.

To the knowledge of management of the Corporation, no New Nominee has, within the ten (10) years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Penalties or Sanctions

To the knowledge of management of the Corporation, no New Nominee has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

D. Appointment of Auditor

Segal LLP, Chartered Professional Accountants, has been the auditor of the Corporation since its incorporation. It is proposed that Segal LLP be re-appointed as auditors of the Corporation at the Meeting for the ensuing year or until completion of the Qualifying Transaction, and that the Board be authorized to fix the auditors’ remuneration.

It is the intention of the management designees, if named as proxy, to vote FOR the appointment of Segal LLP as set forth above and therein, at a remuneration to be fixed by the Board, unless the Shareholder has specified in its proxy that its Common Shares are to be withheld from voting on the appointment of auditors. To be adopted, this resolution is required to be passed by the affirmative vote of a majority of the votes cast at the Meeting.

The Board recommends that Shareholders vote in favour of the re-appointment of Segal LLP, and the authorization of the Board to fix their remuneration.

E. Appointment of Post-Transaction Auditors

It is proposed that KPMG LLP, the current auditors of BuildDirect, be appointed as auditors of the Corporation conditional and effective only upon the completion of the Qualifying Transaction, and that the Board be authorized to fix the auditors’ remuneration (the “ Auditor Replacement Resolution ”).

It is the intention of the management designees, if named as proxy, to vote FOR the Auditor Replacement Resolution as described forth above, at a remuneration to be fixed by the Board, unless the Shareholder has specified in its proxy that its Common Shares are to be withheld from voting on the Auditor Replacement Resolution. To be adopted, this resolution is required to be passed by the affirmative vote of a majority of the votes cast at the Meeting.

The Board recommends that Shareholders vote in favour of the appointment of KPMG LLP, conditional and effective only upon the completion of the Qualifying Transaction, and the authorization of the directors to fix their remuneration.

In the event that the Qualifying Transaction does not proceed and notwithstanding the approval of the Auditor Replacement Resolution, the Board may, in its sole discretion, decide not to act on this resolution, without the requirement of any further approval or authorization of the Shareholders.

F. Ratification of Legacy Option Plan

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve an ordinary resolution set forth below in this Information Circular ratifying the Corporation’s stock option plan which was approved by the Board on January 29, 2020 (the “ Legacy Option Plan ”), which is considered a “rolling” stock option plan and reserves a maximum of ten percent (10%) of the total outstanding Common Shares at the time of grant for issuance pursuant to the Legacy Option Plan. Any previous granted options are governed by the Legacy Option Plan, and if options granted expire or terminate for any reason without having been exercised, the unpurchased Common Shares will again be available under the Legacy Option Plan. The policies of the TSXV provide that, where a company has a rolling stock option plan in place, it must seek shareholder approval for such plan annually.

A full copy of the Legacy Option Plan is attached hereto as Exhibit “A”. A summary of the Legacy Option Plan can also be found herein under “ Statement of Executive Compensation – Stock Option Plan ”.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to approve the following ordinary resolution to ratify the Legacy Option Plan:

“ BE IT RESOLVED , as an ordinary resolution of the shareholders of VLCTY Capital Inc. (the “Corporation”), that:

The stock option plan of the Corporation, approved by the directors of the Corporation on January 29, 2020, a copy of which is attached to the management information circular of the Corporation dated May 28, 2021 as Exhibit “A”, be and is hereby ratified and shall continue and remain in effect until further ratification is required pursuant to the rules of the TSX Venture Exchange or other applicable regulatory requirements.
Any one director or officer of the Corporation be and is hereby authorized and directed, on behalf of the Corporation to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things that may be necessary or desirable to give effect to this ordinary resolution.”

It is the intention of the management designees, if named as proxy, to vote FOR the approval of the ordinary resolution ratifying the Legacy Option Plan as set forth above and therein, unless the Shareholder has specified in its proxy that its Common Shares are to be voted against the ratification of the Legacy Option Plan. To be adopted, this resolution is required to be passed by the affirmative vote of a majority of the votes cast at the Meeting.

Upon completion of the Qualifying Transaction, it is anticipated that the Legacy Option Plan will be replaced by the Resulting Issuer Omnibus Plan (as defined below).

The Board recommends that Shareholders vote in favour of the ratification of the Legacy Option Plan.

G. Resulting Issuer Omnibus Plan

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve the adoption by the Corporation of the replacement omnibus equity incentive plan (the “ Resulting Issuer Omnibus Plan ”) to come into effect immediately upon completion of the Qualifying Transaction and to replace the Legacy Stock Option Plan. The Resulting Issuer Omnibus Plan will continue to be effective until the date it is terminated by the Board in accordance with the Resulting Issuer Omnibus Plan. The Resulting Issuer Omnibus Plan will enable the directors, officers, employees and consultants of the Resulting Issuer and its affiliates (provided that any such employee, consultant of management company is bona fide in accordance with the policies of the TSXV) to participate in the growth and development of the Resulting Issuer by providing such persons with the opportunity, through options to purchase shares, to acquire an increased proprietary interest in the Resulting Issuer that is aligned with the interests of the Shareholders. A copy of the Resulting Issuer Omnibus Plan is set out in Exhibit “B” to this Circular.

The Resulting Issuer Omnibus Plan permits the grant of Options, Restricted Share Units (“ RSUs ”), Performance Share Units (“ PSUs ”) and Deferred Share Units (“ DSUs ”) or other share-based award (individually, or collectively, an “ Award ”) to eligible Participants (as defined in the Resulting Issuer Omnibus Plan).

The purpose of the Resulting Issuer Omnibus Plan is to provide the Corporation with a share-related mechanism to attract, retain and motivate qualified directors, employees and consultants, to reward such of those directors, employees and consultants as may be granted Awards under the Resulting Issuer Omnibus Plan by the Board from time to time for their contributions toward the long term goals and success

of the Corporation and to enable and encourage such directors, employees and consultants to acquire Common Shares as long term investments and proprietary interests in the Corporation.

Subject to adjustment as provided for under the Resulting Issuer Omnibus Plan, the aggregate number of Shares reserved for issuance pursuant to Awards granted under the Resulting Issuer Omnibus Plan shall not exceed 5,896,048. For so long as the Corporation is listed on the TSXV:

(a) to Insiders (as a group) shall be no more than 10% of the issued and outstanding share capital of the Corporation;
(b) the maximum number of Common Shares for which Awards may be issued to any one Participant in any 12-month period shall not exceed 5% of the outstanding Common Shares, calculated on the date an Award is granted to the Participant, unless the Corporation obtains shareholder approval as required by the policies of the TSXV;
(c) the aggregate number of Common Shares for which Awards may be issued to any one Consultant (as defined by the TSXV) within any 12-month period shall not exceed 2% of the outstanding Common Shares, calculated on the date an Award is granted to the Consultant; and
(d) the aggregate number of Common Shares for which Options may be issued to any company or individual (“ Persons ”) retained to provide Investor Relations Activities (as defined by the TSXV) within any 12-month period shall not exceed 2% of the outstanding Common Shares, calculated on the date an Option is granted to such Persons. No Award other than Options may be granted to such Persons.

The Resulting Issuer Omnibus Plan provides for customary adjustments or substitutions, as applicable, in the number of Common Shares that may be issued under the Resulting Issuer Omnibus Plan in the event of a merger, arrangement, amalgamation, consolidation, reorganization, recapitalization, separation, stock dividend, extraordinary dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Corporation, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to the Corporation’s shareholders, or any similar corporate event or transaction. The Resulting Issuer Omnibus Plan also provides, with respect to DSUs, PSUs and RSUs, for the payment of dividend equivalents in the amount that a participant would have received if DSUs, PSUs and RSUs had settled for Common Shares on the record date of dividends declared by the Corporation provided that if the number of securities issued as dividend equivalents, together with all of the Corporation’s other share-based compensation, would exceed 10% of the Corporation's issued shares then such dividend equivalents will be paid in cash.

Plan Administration

The Resulting Issuer Omnibus Plan will be administered by the Board, which may delegate its authority to any duly authorized committee of the Board (the “ Plan Adminis trator”). The Plan Administrator has sole and complete authority, in its discretion, to:

(a) determine the individuals (the “ Participants ”) to whom grants of Awards under the Resulting Issuer Omnibus Plan may be made;
(b) make grants of Awards under the Resulting Issuer Omnibus Plan, whether relating to the issuance of Shares or otherwise (including any combination of Options, RSUs, PSUs, DSUs or other share-based awards), in such amounts, to such Participants and, subject to the provisions of the Resulting Issuer Omnibus Plan, on such terms and conditions as it determines, including, without limitation:
(i) the time or times at which Awards may be granted;

(ii) the conditions under which: (A) Awards may be granted to Participants; or (B) Awards may be forfeited to the Corporation, including any conditions relating to the attainment of specified performance goals;
(iii) the number of Shares to be covered by any Award;
(iv) the price, if any, to be paid by a Participant in connection with the purchase of Shares covered by any Awards;
(v) whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any Award, and the nature of such restrictions or limitations, if any; and
(vi) any acceleration of exercisability or vesting, or waiver of termination regarding any Award, based on such factors as the Resulting Issuer Omnibus Plan Administrator may determine;
(c) establish the form or forms of Award Agreements;
(d) cancel, amend, adjust or otherwise change any Award under such circumstances as the Plan Administrator may consider appropriate in accordance with the provisions of the Resulting Issuer Omnibus Plan;
(e) construe and interpret the Resulting Issuer Omnibus Plan and all Award Agreements;
(f) adopt, amend, prescribe and rescind administrative guidelines and other rules and regulations relating to the Resulting Issuer Omnibus Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; and
(g) make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Resulting Issuer Omnibus Plan.

Change in Control

If there is a Change in Control (as defined in the Resulting Issuer Omnibus Plan), the Plan Administrator may take such steps as it deems necessary or desirable, including to cause (i) the conversion or exchange of any outstanding Awards into or for, rights or other securities of substantially equivalent value, as determined by the Plan Administrator in its discretion, in any entity participating in or resulting from a Change in Control; (ii) outstanding Awards to vest and become exercisable, realizable, or payable, or restrictions applicable to an Award to lapse, in whole or in part prior to or upon consummation of such Change in Control, and, to the extent the Plan Administrator determines, terminate upon or immediately prior to the effectiveness of such Change in Control; (iii) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise or settlement of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction net of any exercise price payable by the Participant (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Plan Administrator determines in good faith that no amount would have been attained upon the exercise or settlement of such Award or realization of the Participant’s rights net of any exercise price payable by the Participant, then such Award may be terminated by the Corporation without payment); (iv) the replacement of such Award with other rights or property selected by the Board in its sole discretion; or (v) any combination of the foregoing.

Dividend Equivalents

Unless otherwise determined by the Plan Administrator and set forth in the particular Award Agreement, as part of a Participant’s grant of DSUs, PSUs or RSUs (as applicable) and in respect of the services provided by the Participant for such original grant, DSUs, PSUs and RSUs (as applicable) shall be credited with dividend equivalents in the form of additional DSUs, PSUs or RSUs, as applicable, as of each dividend payment date in respect of which normal cash dividends are paid on Shares. Such dividend equivalents shall be in the amount a Participant would have received if the DSUs, PSUs or RSUs had been settled for Common Shares on the record date of such dividend. Dividend equivalents credited to a Participant’s account shall be subject to the same terms and conditions, including vesting and time of settlement, as the DSUs, PSUs or RSUs, as applicable, to which they relate. If the number of securities issued as dividend equivalents, together with all of the Corporation’s other share-based compensation would exceed 10% of the Corporation’s issued shares then such dividend equivalents will be paid in cash.

The foregoing does not obligate the Corporation to declare or pay dividends on Common Shares and nothing in this Plan shall be interpreted as creating such an obligation.

Incentive Awards

Options

Subject to the terms and conditions of the Resulting Issuer Omnibus Plan and any policies of the TSXV, the Board may grant Options to Participants in such amounts and upon such terms (including the exercise price, duration of the Options, the number of Common Shares to which the Option pertains, and the conditions, if any, upon which an Option shall become vested and exercisable) as the Board shall determine, provided that Options granted to Persons employed to conduct Investor Relations Activities shall be subject to the vesting requirements of the TSXV.

The exercise price of the Options will be determined by the Board at the time any Option is granted. In no event will such exercise price be lower than the last closing price of the Common Shares on the TSXV. Such price upon exercise of any Option shall be payable to the Corporation in full in cash, certified cheque or wire transfer.

Unless otherwise specified in an Award Agreement (as defined in the Resulting Issuer Omnibus Plan), and subject to any provisions of the Resulting Issuer Omnibus Plan or the applicable Award Agreement relating to acceleration of vesting of Options, Options shall vest subject to TSXV policies (including TSXV Policies with respect to the vesting of Options granted to person performing Investor Relations Activities), and the Board may, in its sole discretion, determine the time during which an Option shall vest and the method of vesting, or that no vesting restriction shall exist.

Subject to any requirements of the TSXV, the Board may determine the expiry date of each Option. Subject to a limited extension if an Option expires during a black out period, Options may be exercised for a period of up to ten (10) years after the grant date, provided that:

(a) upon a Participant’s termination for cause or voluntary resignation, all Options or other Awards, whether vested or not, as at the date on which a Participant ceases to be eligible to participate under the Resulting Issuer Omnibus Plan (the “ Termination Date ”) as a result of termination of employment, will automatically and immediately expire and be forfeited;
(b) upon the death of a Participant, all unvested Options as at the Termination Date shall automatically and immediately vest, and all vested Options will continue to be subject to the Resulting Issuer Omnibus Plan and be exercisable until the earlier of the original expiry date of the award and 12 months after the Termination Date. Any Option that remains

unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited upon the termination of such period;

(c) in the case of the disability of a Participant, all Options shall remain and continue to vest (and are exercisable) in accordance with the terms of the Resulting Issuer Omnibus Plan, and all vested Options will continue to be subject to the Resulting Issuer Omnibus Plan and be exercisable until the earlier of the original expiry date of the award and the first anniversary of the date of disability. Any Option that remains unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited upon the termination of such period;
(d) in the case of the retirement of a Participant, all Options shall remain and continue to vest (and are exercisable) in accordance with the terms of the Resulting Issuer Omnibus Plan, and all vested Options will continue to be subject to the Resulting Issuer Omnibus Plan and be exercisable until the earlier of the original expiry date of the award and the first anniversary of the date of disability. Any Option that remains unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited upon the termination of such period; and
(e) in all other cases where a Participant ceases to be eligible under the Resulting Issuer Omnibus Plan, including a termination without cause or a voluntary resignation, unless otherwise determined by the Board, all unvested Options shall automatically and immediately expire and be forfeited as of the Termination Date, and all vested Options will continue to be subject to the Resulting Issuer Omnibus Plan and be exercisable until the earlier of the Expiry Date (as defined in the Resulting Issuer Omnibus Plan) or the date that is 60 days after the Termination Date, provided that any Options that have not been exercised within 60 days after the Termination Date shall automatically and immediately expire and be forfeited on such date.

Unless otherwise specified by the Plan Administrator at the time of granting an Option and set forth in the particular Award Agreement, the exercise notice must be accompanied by payment of the exercise price. The exercise price must be fully paid by wire transfer, certified cheque, bank draft or money order payable to the Corporation or by such other means as might be specified from time to time by the Plan Administrator, which may include (i) through an arrangement with a broker approved by the Corporation (or through an arrangement directly with the Corporation) whereby payment of the exercise price is accomplished with the proceeds of the sale of Common Shares deliverable upon the exercise of the Option, or (ii) such other consideration and method of payment for the issuance of Common Shares to the extent permitted by the TSXV and applicable securities laws, or any combination of the foregoing methods of payment.

No Common Shares will be issued or transferred until full payment therefor has been received by the Corporation.

Share Units

The Board is authorized to grant RSUs, PSUs and DSUs evidencing the right to receive Common Shares (issued from treasury), cash based on the value of a Common Share or a combination thereof at some future time to eligible persons under the Resulting Issuer Omnibus Plan.

RSUs generally become vested, if at all, following a period of continuous employment. PSUs are similar to RSUs, but their vesting is, in whole or in part, conditioned on the attainment of specified performance metrics as may be determined by the Board. The terms and conditions of grants of RSUs and PSUs, including the quantity, type of award, grant date, vesting conditions, vesting periods, settlement date and other terms and conditions with respect to these awards will be set out in the Participant’s Award Agreement.

Subject to the achievement of the applicable vesting conditions, the payout of an RSU or PSU will generally occur on the settlement date. The payout of a DSU will generally occur upon or following the participant ceasing to be a director, executive officer, employee or consultant of the Corporation, subject to satisfaction of any applicable conditions.

The TSXV has conditionally accepted the Resulting Issuer Omnibus Plan, subject to the approval of shareholders as described herein.

In addition, the full text of the Resulting Issuer Omnibus Plan is attached to this Information Circular as Exhibit “B”.

Relevant disinterested shareholders, as described under the heading “ Votes Necessary to Pass Resolutions ” will be asked to consider and, if deemed appropriate, authorize, ratify, approve and confirm, subject to final regulatory approval, the Resulting Issuer Omnibus Plan (the “ Resulting Issuer Omnibus Plan Resolution ”). The Resulting Issuer Omnibus Plan Resolution must be approved by not less than a majority of the votes cast in respect thereof by shareholders other than insiders of the Corporation eligible to receive awards under the Resulting Issuer Omnibus Plan and their associates (as defined in TSXV Policies, collectively, the “ Insiders ”).

At the Meeting, relevant disinterested shareholders will be asked to vote on the following ordinary resolution:

“ BE IT RESOLVED , as an ordinary resolution of the disinterested shareholders of VLCTY Capital Inc. (the “Corporation”), that:

Subject to acceptance by the TSX Venture Exchange (the “TSXV”) and conditional and effective only upon the completion of the Qualifying Transaction (as defined in the management information circular of the Corporation, dated May 28, 2021 (the “Circular”)) , the omnibus equity incentive plan of the Corporation (the “Resulting Issuer Omnibus Plan”) substantially as appended to Exhibit “B” of the Circular be and hereby is approved and adopted as the omnibus equity incentive plan of the Corporation with such modifications, if any, as may be required by any stock exchange upon which the shares of the Corporation may be listed or may trade from time to time.
It is hereby approved that the Resulting Issuer Omnibus Plan shall take effect upon the successful completion of the Qualifying Transaction, evidenced by the Final Exchange Bulletin (as defined in Policy 2.4 of the TSXV Corporate Finance Manual) issued by the TSXV providing final acceptance of the Qualifying Transaction.
The board of directors of the Corporation be and is hereby authorized, in its discretion, to administer the Resulting Issuer Omnibus Plan and to amend or modify the Resulting Issuer Omnibus Plan in accordance with its terms and conditions to the extent needed to reflect changes acquired by securities regulatory agencies or stock exchanges or so as to meet industry standards.
Any director or officer of the Corporation be and is hereby authorized and directed, acting for, in the name of and one behalf of the Corporation to execute or cause to be executed under the corporate seal of the Corporation or otherwise and to deliver or cause to be delivered, such other documents or instruments and to do or cause to be done all such acts and things as may, in the opinion of such director or officer of the Corporation be necessary or desirable to carry out the intent of the forgoing resolutions.
Any officer or director of the Corporation be and is hereby authorized to do all such acts and execute and file all instruments and documents necessary or desirable to carry out this resolution, including making appropriate filings with regulatory authorities, including any applicable stock exchange.”

It is the intention of the management designees, if named as proxy, to vote FOR the approval of the ordinary resolution adopting the Resulting Issuer Omnibus Plan as set forth above and therein, unless the Shareholder has specified in its proxy that its Common Shares are to be voted against the approval of the Resulting Issuer Omnibus Plan. To be adopted, this resolution is required to be passed by the affirmative vote of a majority of the votes cast at the Meeting.

Upon completion of the Qualifying Transaction, it is anticipated that the Resulting Issuer Omnibus Plan will replace the Legacy Stock Option Plan.

The Board recommends that disinterested shareholders vote in favour of the approval of the Resulting Issuer Omnibus Plan.

H. Consolidation of Common Shares

In connection with the Qualifying Transaction, Shareholders will be asked to consider and, if deemed advisable, to pass an ordinary resolution approving the consolidation of the Corporation’s issued and outstanding Common Shares (the “ Consolidation Resolution ”). In connection with the Qualifying Transaction, the Corporation intends to consolidate its issued and outstanding Common Shares (the “ Consolidation ”) in order to better align the value of each post-Consolidation Common Share to the value of each BuildDirect Share. Subject to obtaining all required regulatory and Shareholder approvals, the Corporation’s issued and outstanding Common Shares will be consolidated on a basis of 26.538 preConsolidation Common Shares for one (1) post-Consolidation Common Share (the “ Consolidation Ratio ”).

If Shareholder approval of the Consolidation is obtained, the Consolidation will take place following the Meeting at such time as the Board may determine, but, in any case, it is expected the Board will proceed with the Consolidation prior to effecting the Qualifying Transaction, but only if all conditions precedent to the Qualifying Transaction are reasonably expected to be satisfied or waived.

Effects of the Consolidation

If approved and implemented, all of the Common Shares will be consolidated and all holders of the Common Shares will be affected equally. In addition, there may be a minimal effect on a Shareholder’s percentage ownership interest in the Corporation resulting from the proposed treatment of fractional Common Shares. Each Common Share outstanding post-Consolidation will be entitled to one (1) vote at each meeting of Shareholders. The principal effects of the Consolidation will be that: (a) assuming the Consolidation Ratio, the number of Common Shares issued and outstanding will be reduced from 6,000,000 Common Shares as of the date hereof to approximately 226,091 post-Consolidation Common Shares; and (b) the exercise or conversion price and/or the number of Common Shares issuable under any of the Corporation’s outstanding convertible securities, stock options and warrants will be proportionally adjusted upon the Consolidation based on the applicable Consolidation Ratio.

Risks of Consolidation

The Consolidation may result in some Shareholders owning “odd lots” of less than one hundred (100) postConsolidation Common Shares. Odd lots may be more difficult to sell, or require greater transaction costs per share to sell, than shares in “board lots” of even multiples of one hundred (100) Common Shares.

No fractional Common Shares will be issued. If, as a result of the Consolidation, a Shareholder would otherwise be entitled to a fractional Common Share, such fractional Common Share that is less than 1/2 of one post-Consolidation Common Share will be cancelled and each fractional Common Share that is at least 1/2 of one post-Consolidation Common Share will be rounded up to one whole post-Consolidation Common Share.

Effect on Registered Holders

The implementation of the Consolidation, following the obtaining of Shareholder approval and all necessary regulatory approvals, including the acceptance of TSXV, will require Registered Holders to exchange their share certificates for new certificates. When applicable, Registered Holders will be sent a letter of transmittal which will detail the instructions for the exchange of share certificates. The transfer agent will send to each Registered Holder who has sent the required documents a new share certificate representing the number of post-Consolidation Common Shares to which the Shareholder is entitled. Until surrendered, each share certificate representing pre-Consolidation Common Shares will be deemed for all purposes to represent the number of whole post-Consolidation Common Shares to which the Shareholder is entitled as a result of the Consolidation. If a Registered Holder would otherwise be entitled to receive a fractional share, such fractional share shall be treated in the manner described above. Share certificates deposited into brokerage accounts after the implementation of the Consolidation will also be adjusted by the Consolidation Ratio.

Effect on Non-Registered Holders

Non-Registered Holders holding their Common Shares through an Intermediary should note that such Intermediary may have different procedures for processing the Consolidation than those that will be put in place by the Corporation for Registered Holders. If you are a Non-Registered Holder and you have questions or concerns in this regard, you are encouraged to contact your Intermediary.

Effect on Common Shares Held in Book-Entry Form

Certain Non-Registered Holders may own Common Shares in book-entry form. Non-Registered Holders will not have share certificates evidencing their ownership of such Common Shares and therefore do not need to take any additional actions to exchange their pre-Consolidation book-entry Common Shares, if any, for post-Consolidation Common Shares. Upon the effective date of the Consolidation, each then existing book-entry account will be adjusted to reflect the number of post-Consolidation Common Shares to which the Non-Registered Holder is entitled in accordance with the Consolidation Ratio.

Effect on Convertible Securities and Stock Options

The exercise or conversion price and/or the number of Common Shares issuable under any outstanding convertible securities and outstanding stock options will be proportionally adjusted upon the implementation of the Consolidation, in accordance with the terms of such securities, based on the Consolidation Ratio.

To effect the Consolidation, the Corporation is required, pursuant to Section 54 of the BCBCA, to obtain approval by not less than a majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting in respect of the Consolidation Resolution.

Accordingly, at the Meeting, the Shareholders will be asked to approve the following Consolidation Resolution:

“BE IT RESOLVED , as an ordinary resolution of the shareholders of VLCTY Capital Inc. (the “Corporation”), that:

Subject to the approval of the TSX Venture Exchange, the issued share capital of the Corporation be altered at a date to be determined by the board of directors of the Corporation by consolidating all of the issued and outstanding common shares (the “ Consolidation ”) on the basis of 26.538 preConsolidation common shares of the Corporation for one (1) post-Consolidation common share.
Each post-Consolidation fractional common shares that is less than 1/2 of one post-Consolidation common share will be cancelled and each fractional common share that is at least 1/2 of one postConsolidation common share will be rounded up to one whole post-Consolidation common share.

The directors of the Corporation, in their sole and complete discretion, may act upon this ordinary resolution to effect the Consolidation, or if deemed appropriate and without any further approval from the shareholders of the Corporation, may choose not to act upon this ordinary resolution notwithstanding shareholder approval of the Consolidation.
Any director or senior officer of the Corporation is hereby authorized and directed, acting for, in the name of and on behalf of the Corporation, to execute or cause to be executed, and to deliver or cause to be delivered, all such other deeds, documents, instruments and assurances and to do or cause to be done all such other acts as in the opinion of such director or officer of the Corporation may be necessary or desirable to carry out the terms of the foregoing resolutions.”

It is the intention of the management designees, if named as proxy, to vote FOR the approval of the Consolidation Resolution, unless the Shareholder has specified in its proxy that its Common Shares are to be voted against the approval of the Consolidation Resolution. In order for the vote to be effective, the Consolidation Resolution must be approved by the affirmative vote of a majority of the votes cast at the Meeting for this resolution.

The Board recommends that Shareholders vote FOR the Consolidation Resolution.

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein, except with respect to the approval of the Resulting Issuer Omnibus Plan, which is subject to the approval of shareholders excluding votes cast by insiders eligible to receive awards pursuant to the Resulting Issuer Omnibus Plan and their associates. If there are more nominees for election as directors or appointment of the Corporation’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.

OTHER MATTERS

Management of the Corporation knows of no other matters to be submitted to Shareholders at the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the Common Shares they represent in accordance with their judgement on such matters.

STATEMENT OF EXECUTIVE COMPENSATION

The following disclosure of compensation earned by certain executive officers and directors of the Corporation in connection with their office or employment with the Corporation is made in accordance with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations . Disclosure is required to be made in relation to “Named Executive Officers”, being those individuals who served as the Chief Executive Officer, Chief Financial Officer and each of the Corporation's three most highly compensated executive officers, other than the Chief Executive Officer and Chief Financial Officer, whose total compensation was, individually, more than $150,000 for the financial year.

Compensation Discussion and Analysis

All capitalized terms used herein shall have the meaning ascribed thereto in the CPC Policy, unless otherwise defined herein. Section 8.1 of the CPC Policy states that until the completion of a Qualifying Transaction, no payment of any kind may be made, directly or indirectly, by a CPC to a Non-Arm’s Length Party of the CPC or a Non-Arm’s Length Party to a Qualifying Transaction, or to any person engaged in Investor Relations Activities in respect of the CPC or the securities of the CPC or any Resulting Issuer by any means including, (a) remuneration, which includes, but is not limited to: salaries, consulting fees,

management contract fees or directors’ fees, finder’s fees, loans, advances, bonuses; and (b) deposits and similar payments.

The only compensation that is permitted to the directors, officers, employees and consultants of the Corporation, so long as it is a CPC, is the granting of incentive stock options. The objective and purpose of any incentive stock options is to encourage the Corporation's officers and directors to find a Qualifying Transaction that is in the best interest of the Shareholders. If a Qualifying Transaction is not successfully completed, or if one is completed that does not increase the value of the Common Shares during the term of the incentive stock option, the directors and officers will receive no benefit, or very little benefit, from any incentive stock options. The Corporation has reserved 600,000 Common Shares for stock options issued to its directors and officers. See “Stock Option Plan”.

Notwithstanding the above, the Corporation may reimburse Non-Arm’s Length Parties for the Corporation’s reasonable allocation of rent, secretarial services and other general administrative expenses, at fair market value (“ Permitted Reimbursement ”). No reimbursement may be made for any payment made to lease or buy a vehicle. In addition, no payment, other than the Permitted Reimbursements, will be made by the Corporation or by any party on behalf of the Corporation, after Completion of the Qualifying Transaction, if the payment relates to services rendered or obligations incurred or in connection with the Qualifying Transaction.

A Non-Arm’s Length Party under TSXV Policy 1.1 – Interpretation (“ Policy 1.1 ”) in relation to the Corporation, includes: a Promoter, officer, director, other Insider or Control Person of the Corporation and any Associates or Affiliates of any such persons; or another entity or an Affiliate of that entity, if that entity or its Affiliate have the same Promoter, officer, director, Insider or Control Person as the Corporation. The foregoing capitalized terms not otherwise defined herein are defined in Policy 1.1.

Director and Named Executive Officer Compensation

In accordance with the CPC Policy, no compensation in the form of a salary, consulting fee, retainer, commission, bonus, committee fee, or meeting fee has been paid to or earned by any director or Named Executive Officer for the period from incorporation to the date hereof.

Following the completion of a Qualifying Transaction by the Corporation, if any, it is anticipated that the Corporation will pay compensation to its directors and officers in accordance with industry standards, depending on the nature and size of the particular business that the Corporation acquires in connection with any Qualifying Transaction that it may complete.

For the most recently completed financial year, the named executive officers of the Corporation were: (i) Andrew Elbaz – Chief Executive Officer (the “ CEO ”); and (ii) John Farlinger – Chief Financial Officer (the “ CFO ”) (collectively, the “ Named Executive Officers ”).

Compensation Securities

The officers and directors of the Corporation have been granted a total of 600,000 options, each option exercisable into one (1) Common Share at an exercise price of $0.10 per Common Share and expiring on October 28, 2030. The following table sets out all compensation securities granted or issued to each director and Named Executive Officer by the Corporation:

Name and position	Type of	Number of	Date	Issue,	Closing	Closing price of	Expiry date
	compensation	compensation	of issue	conversion or	price of	security or
	security	securities,	or grant	exercise price	security or	underlying
		number of		($)	underlying	security at year
		underlying			security on	end
		securities, and			date of grant	($)
		percentage of class			($)
Andrew Elbaz Chief Executive Officer, Corporate Secretary and Director	Stock Option	100,000 (16.67%)	October 28, 2020	$0.10	$0.10	$0.145	October 28, 2030
John Farlinger Chief Financial Officer and Director	Stock Option	100,000 (16.67%)	October 28, 2020	$0.10	$0.10	$0.145	October 28, 2030
Alexander Katznelson Director	Stock Option	100,000 (16.67%)	October 28, 2020	$0.10	$0.10	$0.145	October 28, 2030
Elyssia Patterson Director	Stock Option	100,000 (16.67%)	October 28, 2020	$0.10	$0.10	$0.145	October 28, 2030
Michael Silver Director	Stock Option	100,000 (16.67%)	October 28, 2020	$0.10	$0.10	$0.145	October 28, 2030
Michael Isenberg Director	Stock Option	100,000 (16.67%)	October 28, 2020	$0.10	$0.10	$0.145	October 28, 2030

Exercise of Compensation Securities by Directors and Named Executive Officers

No director or Named Executive Officer exercised any compensation securities, being solely comprised of options, during the most recently completed financial year.

Securities Authorized for Issuance Under Equity Compensation Plans

As at the end of the Corporation’s most recently completed financial year, the following Common Shares were authorized for issuance under equity compensation plans:

			Number of securities
			remaining available for
	Number of securities to be	Weighted-average exercise	future issuance under
	issued upon exercise of	price of outstanding	equity compensation plans
	outstanding options,	options, warrants and	(excluding securities
	warrants and rights	rights	reflected in column(a))
Equity compensation plans approved bysecurityholders	Nil	N/A	Nil
Equity compensation plans not approved by securityholders	600,000	$0.10	Nil
Total	600,000		Nil

Stock Option Plan

The Corporation adopted the Legacy Option Plan on January 29, 2020. The Legacy Option Plan permits the Board to grant options to purchase up to ten percent (10%) of the issued number of Common Shares outstanding at the date of the grant. As of the date hereof, the Legacy Option Plan is the Corporation’s only

equity compensation plan. As of the date hereof, the Corporation has granted 600,000 options to purchase 600,000 Common Shares.

The Legacy Option Plan provides for the grant of options to purchase Common Shares to eligible directors, officers, employees and consultants of the Corporation or any of its affiliates. The number of Common Shares reserved for issuance pursuant to options granted to any one optionee, other than a consultant, shall not, within any twelve (12) month period, exceed five percent (5%) of the total number of Common Shares then issued and outstanding unless disinterested Shareholder approval is obtained. The number of Common Shares issuable to any insider and such insiders’ associates pursuant to options granted under the Legacy Option Plan and all other security based compensation arrangements of the Corporation shall not, at any time, exceed ten percent (10%) of the total number of Common Shares then issued and outstanding, unless disinterested Shareholder approval is obtained. The number of Common Shares issued to insiders and such insiders’ associates pursuant to the Legacy Option Plan and all other security based compensation arrangements shall not, within any twelve (12) month period, exceed ten percent (10%) of the total number of Common Shares then issued and outstanding, unless disinterested Shareholder approval is obtained. The number of Common Shares issued to any one consultant shall not, within any twelve (12) month period, exceed two percent (2%) of the total number of Common Shares then issued and outstanding. The number of Common Shares issued to all persons engaged to conduct investor relations activities shall not, within any twelve (12) month period, exceed two percent (2%) of the total number of Common Shares then issued and outstanding.

Options may be exercisable for up to ten (10) years from the date of grant, but the Board has the discretion to grant options that are exercisable for a shorter period. Every option awarded will be subject to certain vesting provisions in accordance with the terms of the Legacy Option Plan, as determined by the Board. Options under the Legacy Option Plan are non-assignable. Options may be exercised at the greater of twelve (12) months after the completion of a Qualifying Transaction and ninety (90) days following cessation of the optionee's position with the Corporation, provided that if the cessation of office, directorship, or technical consulting arrangement was by reason of death, the option may be exercised within a maximum period of one (1) year after such death, subject to the expiry date of such option. In the event an optionee is terminated for cause, any outstanding options granted to such optionee will be automatically terminated on the date of cessation of the optionee's position with the Corporation. In the event an optionee becomes disabled and is unable to continue in their position with the Corporation, then the Board, at its discretion, may allow the optionee to exercise any outstanding vested options for a period of up to one (1) year (or until the normal expiry date of the options, if earlier) following cessation of the optionee's position with the Corporation due to the disability. In the event of death of an optionee, any outstanding vested options granted to such optionee may be exercised within a maximum period of one (1) year after such death, subject to the expiry date of such option. In the event that the optionee is engaged to provide Investor Relations Activities (as defined in the policies of the TSXV) and such optionee ceases to be so engaged, other than by reason of death, the expiry date of the option will not exceed the thirtieth (30[th] ) day following the termination date.

Employment, Consulting and Management Agreements

The Corporation does not currently have employment, consulting or management agreements with its Named Executive Officers or directors. In the event that the Qualifying Transaction is completed, please see the Filing Statement for more information.

Pension and Other Benefit Plans

The Corporation has no pension or other benefit plans currently in place.

Termination of Employment, Change in Responsibilities and Employment Contracts

The Corporation does not have any plan, contract or arrangement, compensatory or otherwise: (a) regarding the employment of a Named Executive Officer, or (b) whereby a Named Executive Officer is entitled to receive a payment in the event of the Named Executive Officer’s resignation, retirement or

employment, a change of control of the Corporation, or a change in the Named Executive Officer’s responsibilities following a change in control of the Corporation.

Other Compensation

Other than as set forth herein, the Corporation did not pay any other compensation to the Named Executive Officers or directors (including personal benefits and securities or properties paid or distributed which compensation was not offered on the same terms to all full time employees) during the last completed fiscal year.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at the date of this Information Circular, there is no indebtedness outstanding of any current or former director, executive officer or employee of the Corporation or any of its subsidiaries which is owing to the Corporation or any of its subsidiaries or to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries, entered into in connection with a purchase of securities or otherwise.

No individual is, or at any time during the most recently completed financial year of the Corporation was, a director or executive officer of the Corporation, and no proposed nominee for election as a director of the Corporation, or any associate of any such director, executive officer or proposed nominee: (a) is or at any time since the beginning of the most recently completed financial year of the Corporation has been, indebted to the Corporation or any of its subsidiaries, or (b) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year of the Corporation has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

CORPORATE GOVERNANCE

General

The Board assumes overall responsibility for the direction of the Corporation through its delegation to senior management and through the ongoing function of the Board and its committees, as applicable. The sole business activity of the Corporation to date has been the identification of a potential qualifying transaction.

Board of Directors

The Board is currently comprised of six (6) directors, three (3) of whom are independent and three (3) of whom who are not independent. Alexander Katznelson, Michael Isenberg and Elyssia Patterson are each independent in that they do not have a direct or indirect material relationship with the Corporation or one which could, in the view of the Board, be reasonably expected to interfere with the exercise of a member's independent judgement. Andrew Elbaz and John Farlinger are officers of the Corporation and Michael Silver is a Promoter of the Corporation and as such, are not considered to be independent.

Mandate of the Board of Directors

The sole business activity of the Corporation to date has been the identification of a potential Qualifying Transaction.

Position Descriptions

The Board has not developed written position descriptions for the Chairperson or the Chairperson of the Audit Committee of the Board. While the Board has not developed a written position description for each such position, the Board delineates the roles and responsibilities for each such position through ongoing communications among Board members that occur with respect to such roles.

Orientation and Continuing Education

Board committee meetings are combined with presentations by the Corporation’s management and employees to give the directors of the Corporation additional insight into the Corporation’s business. In addition, management of the Corporation makes itself available for discussion with all Board members.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Corporation’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual directors’ participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management of the Corporation and the strategic direction and processes of the Board and the Audit Committee.

Board Committees

The Board has established the Audit Committee. Membership on the Audit Committee is through appointment by the Board.

AUDIT COMMITTEE

General

Under National Instrument 52-110 – Audit Committees (“ NI 52-110 ”), the Corporation is required to include in this Circular the disclosure required under Form 52-110F2 with respect to the Audit Committee, including the composition of the Audit Committee, the text of the Audit Committee charter (attached hereto as Exhibit “C”), and the fees paid to the external auditor.

Composition of the Audit Committee

The Audit Committee is currently comprised of Michael Silver, John Farlinger and Alexander Katznelson. Mr. Silver acts as Chairperson of the Audit Committee. Each of the three (3) members of the Audit Committee is financially literate and each of Mr. Farlinger and Mr. Katznelson are independent directors within the meaning of NI 52-110. Mr. Silver is a Promoter of the Corporation and as such is not independent. The Corporation is a “venture issuer” for the purposes of NI 52-110. As such, the Corporation is exempt from the requirement to have the Audit Committee comprised entirely of independent members.

Responsibilities of the Audit Committee

The Audit Committee is responsible for the oversight of financial reporting, internal controls and public disclosure documents. The Audit Committee also recommends the appointment of the Corporation's external auditors, reviews the annual audit plan and auditor compensation, approves non-audit services provided by the external auditor, reviews hiring policies regarding former staff and auditors and evaluates the risk management procedures and systems.

Relevant Education and Experience

Mike Silver is a seasoned corporate finance professional with over 15 years advising on value enhancing mergers and acquisitions and industry leading capital raising transactions. Mr. Silver is the Founder of

VLCTY Capital Partners Ltd., with a focus on giving ethical and effective guidance to his global network and identifying unique opportunities to unlock value for clients. Previously, he led HSBC’s Americas mining advisory franchise, and beforehand worked with (Stifel) GMP Securities, BMO Metals & Mining, as well as BofA Merrill Lynch. Mike earned an MBA from RSM Erasmus University, in the Netherlands, and a BCom from Dalhousie University in Halifax, Canada.

John Farlinger had served as Chairperson and CEO of Urban Communications Inc. (TSXV) from July 2014 to June 2018, serving on both of the compensation and the audit committees and served as a director and Chairperson of the Governance and Audit Committee of Killi Ltd. (formerly Freckle Ltd.)(TSXV). Mr. Farlinger has extensive capital markets experience in both of the United States and Canada, having led multiple rounds of venture and private equity funding over the past 20 years. Mr. Farlinger is a Chartered Professional Accountant (CPA, CA) and graduated with a Bachelor of Commerce (Hons) from Queen’s University.

Alexander Katznelson is a securities and capital markets lawyer at Minden Gross LLP. Mr. Katznelson advises both public and private companies on financings, mergers and acquisitions and go-public transactions. Mr. Katznelson has an LL.B. from the University of Buckingham and a B.A. from York University. Mr. Katznelson is a member of the Law Society of Ontario.

Promoters

Michael Silver is considered to be a Promoter of the Corporation.

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial period was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial period has the Corporation relied on the exemption in Section 2.4 of NI 52-110 ( De Minimis Non-audit Services ), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110. The Corporation is relying on the exemption provided in Section 6.1 of NI 52-110 as the Corporation is a “venture issuer”.

Audit Committee Charter

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in Exhibit “C” attached hereto.

External Auditor Service Fees

The aggregate fees billed for professional services rendered by Segal LLP for the fiscal year ended May 31, 2020 are as follows:

Fee Category	Year Ended May 31, 2020
Audit fees(1)	$6,000
Audit-related(2)	Nil
Tax	Nil
All other fees	Nil
Total(3)	$6,000

Notes:

(1) Audit fees were for professional services rendered by the auditors for the audit of the Corporation's annual consolidated financial statements as well as services provided in connection with statutory and regulatory filings.
(2) Audit-related fees are for services related to performance of limited procedures performed by the Corporation's auditors.
(3) These fees only represent professional services rendered and do not include any out-of-pocket disbursements or fees associated with filings made on the Corporation's behalf. These additional costs are not material as compared to the total professional services fees for each year.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Other than as set forth herein, management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation's last financial year, or of any nominee for election as a director, or of any associate or affiliate of any such persons, in any matter to be acted upon at the Meeting other than the election of directors or the appointment of auditors. Certain directors and officers of the Corporation, and their affiliates, own or control, directly or indirectly, Common Shares. See “ Matters to be Acted Upon at the Meeting – Election of Directors ”. All of the directors and officers may receive options pursuant to the Legacy Option Plan. See “ Matters to be Acted Upon at the Meeting – Ratification of Legacy Stock Option Plan ”.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person or any proposed director of the Corporation, or any of the associates or affiliates of those persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which has, in either case, materially affected or would materially affect the Corporation or any of its subsidiaries.

For the purposes of the above, “informed person” means: (a) a director or executive officer of the Corporation; (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Corporation; (c) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Corporation or a combination of both carrying more than ten percent (10%) of the voting rights attached to all outstanding voting securities of the Corporation other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Corporation after having purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

REGISTRAR AND TRANSFER AGENT

Computershare is the transfer agent and registrar of the Corporation at its principal offices in Vancouver, British Columbia and Toronto, Ontario.

MANAGEMENT CONTRACTS

Management functions of the Corporation are performed by the directors and executive officers of the Corporation and are not to any substantial degree performed by any other person. The Corporation has not entered into employment and consulting agreements with certain of their respective officers. In the event that the Qualifying Transaction is completed, please see the Filing Statement for more information.

GENERAL

Resulting Issuer Omnibus Plan and their associates. The contents and the sending of this Information Circular have been approved by the Board of the Corporation.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is filed under the Corporation’s profile on SEDAR at www.sedar.com. Financial information relating to the Corporation is provided in the Corporation's annual Financial Statements for the fiscal year ended May 31, 2020, the report of the auditors thereon and the accompanying management's discussion and analysis (“ MD&A ”). Securityholders of the Corporation may request a copy of such Financial Statements and MD&A by contacting the Corporation by email at [email protected] or by telephone number: 416 369-4329. Copies of documents will be provided free of charge to securityholders of the Corporation who request copies of such documents. The Corporation may require the payment of a reasonable charge from any person or company who is not a securityholder of the Corporation, who requests a copy of any such document.

EXHIBIT “A”

LEGACY OPTION PLAN

1. Purpose of the Plan

1.1 The purpose of the Plan is to give to Eligible Persons the opportunity to participate in the success of the Corporation by granting to such individuals Options to acquire common shares of the Corporation in accordance with the terms of the Plan, thereby giving such Eligible Persons an ongoing proprietary interest in the Corporation.

2. Defined Terms

Where used herein, the following terms shall have the following meanings:

2.1 “ BCSA ” means the Securities Act , R.S.B.C. 1996, c. 418.
2.2 “Blackout Period ” means a period of time during which the Optionee cannot exercise an Option, or sell the Shares issuable pursuant to an exercise of Options, due to applicable policies of the Corporation in respect of insider trading.
2.3 “ Board ” means the board of directors of the Corporation, or, if established and duly authorized to act with respect to this Plan, any committee of the board of directors of the Corporation.
2.4 “ Broker ” has the meaning specified in Section 11.1.
2.5
“ Change of Control Event ” has the meaning specified in Section 9.1.
2.6 “ Company ” means, unless specifically indicated otherwise, a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual.
2.7 “ Consultant ” has the meaning specified in the Exchange Manual.
2.8 “ Corporation ” means VCLTY Capital Inc. and its successors.
2.9 “ Disability ” means any disability with respect to an Optionee which the Board, in its sole and unfettered discretion, considers likely to permanently prevent the Optionee from:
(a) being employed or engaged by the Corporation or its Subsidiaries in a position the same as or similar to that in which he was last employed or engaged by the Corporation or its Subsidiaries; or
(b) acting as a director or officer of the Corporation or its Subsidiaries.
2.10 “ Eligible Person ” means a bona fide :
(a) director, senior officer, or Employee of the Corporation or any of its Subsidiaries;
(b) a Company that is wholly-owned by any of the foregoing; or
(c) a Consultant.
2.11 “ Employee ” has the meaning specified in the Exchange Manual.

Exhibit A - 1

2.12 “ Event of Termination ” has the meaning specified in Section 6.2.
2.13 “ Exchange ” means the TSX Venture Exchange, or, if any time the Shares are not listed for trading on such exchange, any other stock exchange (including the Toronto Stock Exchange) on which the Shares are then listed and posted for trading from time to time as may be designated by the Board.
2.14
“ Exchange Manual ” means the Corporate Finance Manual of the Exchange.
2.15 “ Expiry Time ” means, with respect to any Option, the close of business on the date upon which such Option expires.
2.16
“ Insider ” has the meaning specified in the Exchange Manual.
2.17
“ Investor Relations Activities ” has the meaning specified in the Exchange Manual.
2.18 “ Market Price ” means the last closing price of the Shares on the Exchange prior to the grant of an Option.
2.19 “ Option ” means an option to purchase Shares granted to an Eligible Person under the Plan.
2.20 “ Option Price ” means the price per Share at which Optioned Shares may be purchased under an Option, as the same may be adjusted from time to time in accordance with Article 8.
2.21 “ Optioned Shares ” means the Shares issuable pursuant to an exercise of Options.
2.22 “ Optionee ” means an Eligible Person to whom an Option has been granted and who continues to hold such Option.
2.23 “ Plan ” means this stock option plan of the Corporation, as the same may be amended from time to time.
2.24 “ Shares ” means the common shares of the Corporation.
2.25 “ Subsidiary ” means any corporation which is a subsidiary, as such term is defined in Subsection 1(1) of the BCSA.
2.26 “ Withholding Obligations ” has the meaning specified in Section 11.1.

3. Administration of the Plan

3.1 The Plan shall be administered by the Board.
3.2 The Board shall have the power, where consistent with the general purpose and intent of the Plan and subject to the specific provisions of the Plan to:
(a) establish policies and to adopt rules and regulations for carrying out the purposes, provisions and administration of the Plan;
(b) interpret and construe the Plan and to determine all questions arising out of the Plan or any Option, and any such interpretation, construction or determination made by the Board shall be final, binding and conclusive for all purposes;
(c) determine the number of Optioned Shares issuable on the exercise of each Option, the Option Price thereunder and the time or times when the Options will be granted, exercisable and expire;

Exhibit A - 2

(d) determine if the Optioned Shares which are issuable on the exercise of an Option will be subject to any restrictions upon the exercise of such Option; and
(e) prescribe the form of the instruments relating to the grant, exercise and other terms of Options.
3.3 A member of the Board may be entitled to participate in the Plan only if such member does not participate in any manner whatsoever in the granting of any Options to, the terms and conditions of, or any other determinations made with respect to, such member of the Board or to such Option.
3.4 The Board may, in its discretion, require as conditions to the grant or exercise of any Option that the Optionee shall have, among other things:
(a) represented, warranted and agreed in form and substance satisfactory to the Corporation that such Optionee is acquiring and will acquire such Option and the Optioned Shares for such Optionee's own account, and not with a view to or in connection with any distribution or resale, that such Optionee has had access to such information as is necessary to enable such Optionee to evaluate the merits and risks of such investment and that such Optionee is able to bear the economic risk of investing in the Shares;
(b) agreed to restrictions on transfer in form and substance satisfactory to the Corporation and to an endorsement on any option agreement or certificate representing the Shares making appropriate reference to such restrictions; and
(c) agreed to indemnify the Corporation in connection with the foregoing.

4. Shares Subject to the Plan

4.1 Subject to Article 8, the maximum number of Shares with respect to which Options may be granted from time to time pursuant to the Plan shall not exceed 10% of the Corporation's outstanding Shares (on a non-diluted basis).
4.2 If any Option is exercised, terminated, cancelled or has expired without being fully exercised, any unissued Shares which have been reserved to be issued upon the exercise of the Option shall become available to be issued upon the exercise of Options subsequently granted under the Plan.

5. Eligibility, Grant and Terms of Options

5.1 Options may be granted to any Eligible Person in accordance with Section 5.2.
5.2 Options may be granted by the Corporation pursuant to the recommendations of a committee of the Board from time to time provided and to the extent that such decisions are approved by the Board.
5.3 Subject to any adjustments pursuant to the provisions of Article 8 hereof, the Option Price of any Option shall in no circumstances be lower than the Market Price. If, as and when any Shares have been duly purchased and paid for under the terms of an Option, such Optioned Shares shall be conclusively deemed to be allotted and issued as fully paid and non-assessable Shares at the price paid therefor.
5.4 The term of an Option shall not exceed ten years from the date of the grant of the Option.
5.5 No Options shall be granted to any Optionee if such grant could result, at any time, in:

Exhibit A - 3

(a) the issuance to any one individual, within a one-year period, of a number of Shares exceeding 5% of the issued and outstanding Shares;
(b) the issuance to any one Consultant, in any 12 month period, of a number of Shares exceeding 2% of the issued and outstanding Shares; and
(c) the issuance to Employees conducting Investor Relations Activities, in any 12 month period, of an aggregate number of Shares exceeding 2% of the issued and outstanding Shares;
(d) unless permitted otherwise by the Exchange.
5.6 With respect to any Options granted to Employees or Consultants, the Corporation represents that that the Optionee is a bona fide Employee or Consultant, as applicable.
5.7 An Option shall vest and may be exercised (in each case to the nearest full Share) in whole or in part at any time during the term of such Option after the date of the grant as determined by the resolution of the Board granting the Option. No fractional Shares may be purchased or issued under the Plan.
5.8 Notwithstanding anything else contained in this Plan, if an Option expires during or within 10 business days of a Blackout Period applicable to the relevant Optionee, then the expiration date for that Option shall be the date that is the eleventh business day after the expiry date of the Blackout Period. This section applies to all Options outstanding under this Plan.

6. Termination of Employment

6.1 Subject to Sections 6.2 and 6.3 hereof and to any express resolution passed by the Board with respect to an Option, an Option, vested or unvested, and all rights to purchase Optioned Shares pursuant thereto shall expire and terminate immediately upon the Optionee ceasing to be an Eligible Person, provided that:
(a) in the case of termination of employment without cause, such Option and all rights to purchase Optioned Shares in respect thereof shall expire and terminate:
- (i) in the case of an Optionee who is an Eligible Person, 90 days following notice of termination of employment or on the Expiry Time, whichever is earlier; and
- (ii) in the case of an Optionee who is engaged in Investor Relations Activities, 30 days following notice of termination to provide such Investor Relation Activities or on the Expiry Time, whichever is earlier.
(b) in the case of termination for cause, such Option and all rights to purchase Optioned Shares in respect thereof shall expire and terminate on the date of such termination shall be cancelled as of that date or on the Expiry Time, whichever is earlier.
6.2 If, before the Expiry Time of an Option, an Optionee shall cease to be an Eligible Person (an “Event of Termination”) as a result of the Optionee's Disability, then the Board, at its discretion, may allow the Optionee to exercise any vested Options to the extent that the Optionee was entitled to do so at the time of such Event of Termination, at any time up to and including, but not after, a date twelve months following the date of such Event of Termination or on the Expiry Time, whichever is earlier.
6.3 If an Optionee dies before the Expiry Time of an Option, the Optionee's legal representative(s) may, subject to the terms of the Option and the Plan, exercise any vested Options to the extent that the Optionee was entitled to do so at the date of the Optionee's death at any time up to and including,

Exhibit A - 4

but not after, a date twelve months following the date of the Optionee's death or on the Expiry Time, whichever is earlier.

6.4 For greater certainty, Options shall not be affected by any change of employment of the Optionee or by the Optionee ceasing to be a director, senior officer or Employee of the Corporation or any of its Subsidiaries provided that the Optionee continues to be an Eligible Person.
6.5 If the Optionee is a Company that is wholly owned by an Eligible Person, the references to the Optionee in this Article 6 shall be deemed to refer to the Eligible Person associated with such Company.
6.6 Notwithstanding anything contained in this Article 6, the Board may when granting an Option to a Consultant impose specific rules respecting the cessation of participation of such Consultant, which rules may vary from, and shall supersede, those contained in this Article 6.

7. Exercise of Options

7.1 Subject to the provisions of the Plan, an Option may be exercised from time to time by delivery to the Corporation at its principal office in Westbank, British Columbia of a written notice of exercise (substantially in the form attached hereto as Schedule “B”) specifying the number of Optioned Shares with respect to which the Option is being exercised and accompanied by payment in full, by cash or cheque, of the Option Price of the Shares then being purchased and, if required by the Corporation, the amount necessary to satisfy any applicable Withholding Obligations. The Optioned Shares so purchased shall be issued and delivered to the Optionee within a reasonable time following the receipt of such notice and payment. The transfer and delivery of any Optioned Shares issued upon exercise of any Option shall be effected according to the procedures established by the transfer agent of the Corporation for the transfer and delivery of the Shares.
7.2 Notwithstanding any of the provisions contained in the Plan or in any Option, the Corporation's obligation to issue Shares to an Optionee pursuant to the exercise of any Option shall be subject to:
(a) completion of such registration or other qualification of such Shares or obtaining approval of such governmental or regulatory authority as the Corporation shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof;
(b) the admission of such Shares to listing on the Exchange;
(c) the receipt from the Optionee of such representations, warranties, agreements and undertakings, as the Corporation or its counsel determines to be necessary or advisable; and
(d) the satisfaction of any conditions on exercise, including those prescribed under Section 3.4.
7.3 No member of the Board shall be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of the Plan or any Options granted under it.
7.4 Options shall be evidenced by a share option agreement, instrument or certificate in such form not inconsistent with this Plan as the Board may from time to time determine as provided for under Subsection 3.2(e) (substantially in the form attached hereto as Schedule “A”).

Exhibit A - 5

8. Certain Adjustments

8.1 In the event of any reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering or any other corporate change involving a change to the Shares at any time after the grant of any Option to any Optionee and prior to the expiration of the term of such Option, the Corporation shall deliver to such Optionee at the time of any subsequent exercise of his or her Option in accordance with the terms hereof, in lieu of the number of Optioned Shares to which he or she was entitled upon such exercise, but for the same aggregate consideration therefore, such number of Optioned Shares as such Optionee would have held as a result of such change if on the record date thereof the Optionee had been the registered holder of the number of Optioned Shares to which he was previously entitled upon such exercise.
8.2 In the event the Corporation should declare and pay a special cash dividend or other distribution out of the ordinary course, a special dividend in specie on the Shares, or a stock dividend other than in the ordinary course, the Option Price of all Options outstanding on the record date of such dividend or other distribution shall be reduced by an amount equal to the cash payment or other distribution or the fair market value of the dividend in specie or stock dividend or other distribution, as determined by the Board in its sole discretion but subject to all necessary regulatory approvals.

9. Change of Control Event

9.1 If at any time when an Option granted under this Plan remains unexercised with respect to any Shares and:
(a) a bona fide offer to purchase all of the issued Shares of the Corporation is made by a third party;
(b) the Corporation proposes to sell all or substantially all of its assets and undertakings;
(c) the Corporation proposes to merge, amalgamate or be absorbed by or into any other corporation (save and except for a Subsidiary) under any circumstances which involve or may involve or require the liquidation of the Corporation, a distribution of its assets among its shareholders, or the termination of the corporate existence of the Corporation;
(d) the Corporation proposes an arrangement as a result of which all of the outstanding Shares of the Corporation would be acquired by a third party; or
(e) any other form of transaction is proposed which the majority of the Board determines is reasonably likely to have similar effect any of the foregoing (each a “ Change of Control Event ”),

then

(f) upon completion of any of the foregoing transactions, the Board may require that an Option granted under this Plan may be exercised (whether or not such Option has vested), as to all or any of the Optioned Shares in respect of which such Option has not previously been exercised, by the Optionee at any time up to and including (but not after) the Expiry Time of the Option; and
(g) the Corporation may, require the acceleration of the time for the exercise of the said Option and of the time for the fulfillment of any conditions or restrictions on such exercise, and all such changes shall be final and binding on all Options granted under this Plan.
9.2 Upon completion of any of the transactions referred to in Section 9.1, an Optionee who thereafter shall exercise an Option granted under this Plan shall accept in lieu of the number of Optioned

Exhibit A - 6

Shares to which such Optionee was entitled upon such exercise, the aggregate number of shares, other securities or other property which such Optionee would have been entitled to receive as a result of such transaction if, on the effective date, the Optionee had been the registered holder of the number of Shares to which such Optionee was entitled to upon exercise, except that if the Corporation is not able to procure compliance with this provision by the issuer or payee of the shares, securities or other property then the Optionee shall accept the Optioned Shares that the Optionee would be entitled to receive on exercise of the Option.

9.3 For greater certainty, and notwithstanding anything else to the contrary contained in this Plan, the Board shall have the power, in its sole discretion, in any Change of Control Event which may or has occurred, to make such arrangements as it shall deem appropriate for the exercise of outstanding Options including, without limitation, to modify the terms of this Plan and/or the Options, to amend or accelerate the vesting of any Option, to permit the exercise of any or all remaining Options prior to or in conjunction with completion of such transaction. If the Board shall exercise such power, the Options shall be deemed to have been amended to permit the exercise thereof in whole or in part by the Optionee at any time or from time to time as determined by the Board prior to or in conjunction with completion of such transaction.

10. Amendment or Discontinuance of the Plan

10.1 The Board may suspend or terminate the Plan at any time, or from time to time amend the terms of the Plan or of any Option granted under the Plan and any stock option agreement relating thereto, provided that any such suspension, termination or amendment:
(a) complies with applicable law and the requirements of the Exchange, including applicable requirements relating to requisite shareholder approval and prior approval of the Exchange or any other relevant regulatory body;
(b) is, in the case of an amendment that materially adversely affects the rights of any Optionee, made with consent of such Optionee; and
(c) is, in the case of any reduction in the Option Price of Options held by Optionees that are Insiders at the time of the proposed reduction, subject to approval by disinterested shareholders of the Corporation in accordance with the Exchange Manual.
10.2 If the Plan is terminated, the provisions of the Plan and any administrative guidelines and other rules and regulations adopted by the Board and in force on the date of termination will continue in effect as long as any Option or any rights pursuant thereto remain outstanding and, notwithstanding the termination of the Plan, the Board will remain able to make such amendments to the Plan or the Options as they would have been entitled to make if the Plan were still in effect.
10.3 No amendment, suspension or discontinuance of the Plan may contravene the requirements of the Exchange or any securities commission or regulatory body to which the Plan or the Corporation is now or may hereafter be subject.

11. Withholding Obligations

11.1 The Corporation may withhold from any amount payable to an Optionee, either under the Plan or otherwise, such amounts as are required by law to be withheld or deducted as a consequence of his or her exercise of Options or other participation in this Plan (“Withholding Obligations”). The Corporation shall have the right, in its discretion, to satisfy any Withholding Obligations by:
(a) selling or causing to be sold, on behalf of any Optionee, such number of Shares issued to the Optionee on the exercise of Options as is sufficient to fund the Withholding Obligations;

Exhibit A - 7

(b) retaining the amount necessary to satisfy the Withholding Obligations from any amount which would otherwise be delivered, provided or paid to the Optionee by the Corporation, whether under this Plan or otherwise;
(c) requiring the Optionee, as a condition of exercise under Article 3 to (i) remit the amount of any such Withholding Obligations to the Corporation in advance; (ii) reimburse the Corporation for any such Withholding Obligations; or (iii) cause a Broker who sells Shares acquired by the Optionee on behalf of the Optionee to withhold from the proceeds realized from such sale the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Corporation; and/or
(d) making such other arrangements as the Corporation may reasonably require.

The sale of Shares by the Corporation, or by a broker engaged by the Corporation (the “ Broker ”), under clause 11.1 above will be made on the Exchange. The Optionee consents to such sale and grants to the Corporation an irrevocable power of attorney to effect the sale of such Shares on his or her behalf and acknowledges and agrees that (i) the number of Shares sold shall, at a minimum, be sufficient to fund with Withholding Obligations net of all selling costs, which costs are the responsibility of the Optionee and which the Optionee hereby authorizes to be deducted from the proceeds of such sale; (ii) in effecting the sale of any such shares, the Corporation or the Broker will exercise its sole judgement as to the timing and the manner of sale and will not be obligated to seek or obtain a minimum price; and (iii) neither the Corporation nor the Broker will be liable for any loss arising out of any sale of such Shares including any loss relating to the pricing, manner or timing of such sales or any delay in transferring any Shares to an Optionee or otherwise. The Optionee further acknowledges that the sale price of Shares will fluctuate with the market price of the Corporation's Shares and no assurance can be given that any particular price will be received upon any sale.

12. Capital Pool Company Restrictions

12.1 The following restrictions on grants of Options shall apply while the Corporation is a “Capital Pool Company”, as such term is defined in the Exchange's Corporate Finance Exchange Manual. All capitalized terms contained in this Section 12.1 have the meanings defined in the Exchange Manual:
(a) Options may only be granted to a director or officer of the Corporation, and where permitted by Securities Laws, a technical consultant whose particular industry expertise in relation to the business of the Vendors or the Target Company, as the case may be, is required to evaluate the proposed Qualifying Transaction, or a Company, all of whose securities are owned by such a director, officer or technical consultant;
(b) the number of common shares reserved under option for issuance to any individual director or officer may not exceed 5% of the common shares to be outstanding after closing of the IPO. The number of common shares reserved under option for issuance to all technical consultants may not exceed 2% of the common shares to be outstanding after closing of the IPO;
(c) the Corporation shall not grant Options to any person providing Investor Relations Activities, promotional or market-making services;
(d) the Exercise Price per common share under any Option granted by the Corporation shall not be less than the greater of the IPO Share price and the Discounted Market Price;
(e) no Option may be exercised before the Completion of the Qualifying Transaction unless the Optionee agrees in writing to deposit the shares acquired into escrow until the issuance of the Final Exchange Bulletin; and

Exhibit A - 8

(f) Options granted to any Optionee that does not continue as a director, officer, technical consultant or Employee of the Resulting Issuer shall have a maximum term of the later of 12 months after the Completion of the Qualifying Transaction and 90 days after the Optionee ceases to become a director, officer, technical consultant or Employee of the Resulting Issuer.

13. Miscellaneous Provisions

13.1 The operation of this Plan and the issuance and exercise of all Options and Optioned Shares contemplated by this Plan are subject to compliance with all applicable laws, and all rules and requirements of the Exchange.
13.2 As a condition of participating in the Plan, each Optionee agrees to comply with all applicable law and the requirements of the Exchange, and to fully cooperate with the Corporation in doing all such things, including executing and delivering all such agreements, undertakings or other documents or furnishing all such information as is reasonably necessary to facilitate compliance with such laws, rules and requirements, including all Withholding Obligations.
13.3 Participation in the Plan is voluntary and does not constitute a condition of employment or continued employment or service. An Optionee shall not have any rights as a shareholder of the Corporation with respect to any of the Optioned Shares underlying any Option until the date of issuance of a certificate for Shares upon the exercise of such Option, in full or in part, and then only with respect to the Shares represented by such certificate or certificates. Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such share certificate is issued.
13.4 Nothing in the Plan or any Option shall confer upon an Optionee any right to continue or be reelected as a director of the Corporation or any right to continue in the employ or engagement of the Corporation or any Subsidiary, or affect in any way the right of the Corporation or any Subsidiary to terminate his or her employment or engagement at any time; nor shall anything in the Plan or any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Corporation or any Subsidiary to extend the employment or engagement of any Optionee beyond the time which he or she would normally be retired pursuant to the provisions of any present or future retirement plan of the Corporation or any Subsidiary or any present or future retirement policy of the Corporation or any Subsidiary, or beyond the time at which he or she would otherwise be retired pursuant to the provisions of any contract of employment with the Corporation or any Subsidiary.
13.5 An Option shall be personal to the Optionee and shall be non-assignable and non- transferable (whether by operation of law or otherwise), except as provided for herein. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of an Option contrary to the provisions of the Plan, or upon the levy of any attachment or similar process upon an Option, the Option shall, at the election of the Corporation, cease and terminate and be of no further force or effect whatsoever. Notwithstanding the above, if the Optionee is a Company that is wholly-owned by an Eligible Person, the Option may be transferred or assigned between the Optionee and the Eligible Person associated with the Optionee.
13.6 The Plan (including any amendment to the Plan), the terms of the issue or grant of any Option under the Plan, the grant and exercise of Options hereunder, and the Corporation's obligation to sell and deliver Optioned Shares upon the exercise of Options, shall be subject to all applicable law and the requirements of the Exchange, and to such approvals by any regulatory or governmental agency as may, in the opinion of counsel to the Corporation, be necessary or advisable. The Corporation shall not be obliged by any provision of the Plan or the grant of any Option hereunder to issue or sell Shares in violation of such laws, rules and regulations or any condition of such approvals.

Exhibit A - 9

13.7 The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

APPROVED JANUARY 29, 2020

Exhibit A - 10

SCHEDULE “A”

VLCTY CAPITAL INC.

STOCK OPTION AGREEMENT

OPTION AGREEMENT made the

day of , 202 .

B E T W E E N:

VLCTY Capital Inc. , a corporation incorporated under the laws of the Province of British Columbia,

(hereinafter called the “ Corporation ”)

and –

(Name)

(Address)

(hereinafter called the " Optionee ")

WHEREAS the Corporation has established the Stock Option Plan (the “ Plan ”) for Eligible Persons;

AND WHEREAS the Optionee is an "Eligible Person" under the Plan and the board of directors of the Corporation has authorized the granting by the Corporation of an option to the Optionee pursuant to and in accordance with the provisions of the Plan on the terms hereinafter set forth;

NOW THEREFORE THE CORPORATION AND THE OPTIONEE AGREE AS FOLLOWS:

The Corporation hereby grants to the Optionee, subject to the terms and conditions set forth in this Agreement and the Plan, options (“ Options” ) to purchase that number of common shares (“ Shares” ) of the Corporation set forth below, at the Exercise Price(s) set forth below, which Options will vest and be exercisable as of the vesting date(s) set forth below and expire (to the extent not previously exercised) as of the close of business on the expiry date(s) set forth below:

Exhibit A - 11

Number of Shares	Exercise Price	Vesting Date	Expiry Date
	$
	$
	$

As of the close of business on the expiry date(s) set forth in Section 1 above, any Options that remain unexercised will expire and be of no further force or effect.
The Optionee acknowledges receipt of a copy of the Plan and hereby agrees that the Options are subject to the terms and conditions of the Plan, including all amendments to the Plan required by the Exchange or other regulatory authority or otherwise consented to by the Optionee. The Plan contains provisions permitting the termination of the Plan and outstanding Options.
By signing this Agreement, the Optionee acknowledges and agrees that: (i) the Optionee has read and understands the Plan and has been advised to seek independent legal advice with respect to his rights in respect of the Options and agrees to the terms and conditions thereof and of this Stock Option Agreement; (ii) in addition to any resale restrictions under applicable securities laws, all Options and Optioned Shares may be legended with a hold period as required by the Exchange or other regulatory authority;

(iii) he or she has not been induced to participate in the Plan by expectation of appointment, employment, or service or continued appointment, employment or service; and (iv) if the Optionee is a Company that is wholly-owned by an Eligible Person, it agrees not to effect or permit any transfer of ownership or option of shares of the Company nor to issue further shares of any class in the Company to any other individual or entity as long as any Options granted to the Optionee remain outstanding, except with the written consent of the Exchange.

In the event that a take-over bid is made for the Shares at any time after the date of this agreement, the Board shall have the power, in its sole discretion, to modify the terms of this Plan and/or the Options, including, for greater certainty, to cause the vesting of all unvested Options or to otherwise assist the Optionees to tender into a take-over bid.
The Optionee acknowledges and agrees that the Board may, in its discretion, require as conditions to the grant or exercise of any Option that the Optionee shall have, among other things:
(a) represented, warranted and agreed in form and substance satisfactory to the Corporation that such Optionee is acquiring and will acquire such Option and the Optioned Shares for such Optionee's own account, and not with a view to or in connection with any distribution or resale, that such Optionee has had access to such information as is necessary to enable such Optionee to evaluate the merits and risks of such investment and that such Optionee is able to bear the economic risk of investing in the Shares;
(b) agreed to restrictions on transfer in form and substance satisfactory to the Corporation and to an endorsement on any option agreement or certificate representing the Shares making appropriate reference to such restrictions; and
(c) agreed to indemnify the Corporation in connection with the foregoing.
Time is of the essence of this Agreement.
This Agreement shall enure to the benefit of and be binding upon the Corporation, its successors and assigns. Other than as provided for in the Plan, the Options under this option agreement are not transferable or assignable by the Optionee.

Exhibit A - 12

In the event of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.
The grant of the Options is strictly confidential and the information concerning the number or price of Optioned Shares granted under this Plan should not be disclosed to anyone.
This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and shall be treated in all respects as a British Columbia contract.

VLCTY CAPITAL INC.

Per:

Exhibit A - 13

SCHEDULE 'B'

NOTICE OF EXERCISE OF STOCK OPTIONS

To: VLCTY Capital Inc.

The undersigned Optionee hereby exercises his/her/its Option to purchase ___ common shares of VLCTY Capital Inc. granted , at the exercise price (the “ Exercise Price ”) of $ per share. Payment in full of the aggregate Exercise Price for the total number of common shares purchased is enclosed.

Date

Signature Name ( please print ) Address Please have my certificate sent to me at: at my address indicated above. VLCTY Capital Inc. Please register my shares as set out above, or as follows: Address

Exhibit A - 14

EXHIBIT “B”

RESULTING ISSUER OMNIBUS EQUITY INCENTIVE PLAN

ARTICLE 1 PURPOSE

1.1 Purpose

The purpose of this Plan is to provide the Corporation with a share-related mechanism to attract, retain and motivate qualified Directors, Employees and Consultants, to reward such of those Directors, Employees and Consultants as may be granted Awards under this Plan by the Board from time to time for their contributions toward the long term goals and success of the Corporation and to enable and encourage such Directors, Employees and Consultants to acquire Shares as long term investments and proprietary interests in the Corporation.

1.2 Amendment to Predecessor Plan

This Plan constitutes and amendment to and restatement of the Corporation’s Stock Option Plan dated January 29, 2020 (the “ Predecessor Plan ”). All outstanding stock options granted under the Predecessor Plan (the “ Predecessor Options ”) shall continue to be outstanding as stock options granted under and subject to the terms of this Plan, provided however that if the terms of this Plan adversely alter the terms or conditions, or impair any right of, an Optionholder pursuant to any Predecessor Option, and such Optionholder has not otherwise consented thereto, the applicable terms of the Predecessor Plan shall continue to apply for the benefit of such Optionholder.

ARTICLE 2 INTERPRETATION

2.1 Definitions

When used herein, unless the context otherwise requires, the following terms have the indicated meanings, respectively:

“ Affiliate ” means any entity that is an “affiliate” for the purposes of National Instrument 45-106 – Prospectus Exemptions , as amended from time to time;

“ Award ” means any Option, Deferred Share Unit, Restricted Share Unit, Performance Share Unit or Other Share-Based Award granted under this Plan, which may be denominated or settled in Shares, cash or in such other forms as provided for herein;

“ Award Agreement ” means a signed, written agreement between a Participant and the Corporation, in the form or any one of the forms approved by the Plan Administrator, and evidencing the terms and conditions on which an Award has been granted under this Plan (including written or other applicable employment agreements) and which need not be identical to any other such agreements;

“BCA” means the Business Corporations Act (British Columbia);

“ Board ” means the board of directors of the Corporation as it may be constituted from time to time;

“ Business Day ” means a day, other than a Saturday or Sunday, on which the principal commercial banks in the City of Vancouver are open for commercial business during normal banking hours;

“ Canadian Taxpayer ” means a Participant that is resident in Canada for purposes of the Tax Act;

“ Cash Fees ” has the meaning set forth in Subsection 5.1(a);

“ Cause ” means, with respect to:

Exhibit B - 1

(a) a particular Employee: (1) “cause” as such term is defined in the employment or other written agreement between the Corporation or a subsidiary of the Corporation and the Employee; (2) in the event there is no written or other applicable employment agreement between the Corporation or a subsidiary of the Corporation or “cause” is not defined in such agreement, “cause” as such term is defined in the Award Agreement; or (3) in the event neither clause (1) nor (2) apply, then “cause” as such term is defined by applicable law or, if not so defined, then (A) with respect to an Award of an Employee that is not employed in the United States, such term shall refer to circumstances where an employer can terminate an individual’s employment without notice or pay in lieu thereof; and (B) with respect to an Award of an Employee that is employed in the United States (i) any breach of any written agreement between the Corporation and Employee; (ii) any failure to perform assigned job responsibilities in a competent and diligent manner that continues unremedied for a period of thirty (30) days after written notice to Employee by the Corporation and Employee shall only be entitled by such notice once per calendar year; (iii) the commission of a felony or misdemeanor or failure to contest prosecution for a felony or misdemeanor; (iv) the Corporation’s reasonable belief that Employee engaged in a violation of any statute, rule or regulation, any of which in the judgment of Employer is harmful to the Corporation’s business or reputation; or (v) the Corporation’s reasonable belief that Employee engaged in unethical practices, dishonesty or disloyalty,;
(b) in the case of a Consultant (1) the occurrence of any event which, under the written consulting contract with the Consultant or the common law or the laws of the jurisdiction in which the Consultant provides services, gives the Corporation or any of its Affiliates the right to immediately terminate the consulting contract; or (2) the termination of the consulting contract as a result of an order made by any Regulatory Authority having jurisdiction to so order;
(c) in the case of a Director, ceasing to be a Director as a result of (1) ceasing to be qualified to act as a Director pursuant to the section 124 of the BCA; (2) a resolution having been passed by the shareholders pursuant to section 128(3)(a) of the BCA, or (3) an order made by any Regulatory Authority having jurisdiction to so order; or
(d) in the case of an Officer, (1) cause as such term is defined in the written employment agreement with the Officer or if there is no written employment agreement or cause is not defined therein, the usual meaning of just cause under the common law or the laws of the jurisdiction in which the Officer provides services; or (2) ceasing to be an Officer as a result of an order made by any Regulatory Authority having jurisdiction to so order.

“ Change in Control ” means the occurrence of any one or more of the following events:

(a) any transaction at any time and by whatever means pursuant to which any Person or any group of two or more Persons acting jointly or in concert (other than the Corporation or a wholly-owned subsidiary of the Corporation) hereafter acquires the direct or indirect “beneficial ownership” (as defined in the Securities Act (British Columbia)) of, or acquires the right to exercise Control or direction over, securities of the Corporation representing more than 50% of the then issued and outstanding voting securities of the Corporation, including, without limitation, as a result of a take-over bid, an exchange of securities, an amalgamation of the Corporation with any other entity, an arrangement, a capital reorganization or any other business combination or reorganization;
(b) the sale, assignment or other transfer of all or substantially all of the consolidated assets of the Corporation to a Person other than a wholly-owned subsidiary of the Corporation;

Exhibit B - 2

(c) the dissolution or liquidation of the Corporation, other than in connection with the distribution of assets of the Corporation to one or more Persons which were wholly-owned subsidiaries of the Corporation prior to such event;
(d) the occurrence of a transaction requiring approval of the Corporation’s shareholders whereby the Corporation is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a wholly-owned subsidiary of the Corporation);
(e) any other event which the Board determines to constitute a change in control of the Corporation; or
(f) individuals who comprise the Board as of the last annual meeting of shareholders of the Corporation (the “ Incumbent Board ”) for any reason cease to constitute at least a majority of the members of the Board, unless the election, or nomination for election by the Corporation’s shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, and in that case such new director shall be considered as a member of the Incumbent Board;

provided that, notwithstanding clauses (a), (b), (c) and (d) above, a Change in Control shall be deemed not to have occurred pursuant to clauses (a), (b), (c) or (d) above if immediately following the transaction set forth in clause (a), (b), (c) or (d) above: (A) the holders of securities of the Corporation that immediately prior to the consummation of such transaction represented more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors of the Corporation hold (x) securities of the entity resulting from such transaction (including, for greater certainty, the Person succeeding to assets of the Corporation in a transaction contemplated in clause (b) above) (the “ Surviving Entity ”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees (“ voting power ”) of the Surviving Entity, or (y) if applicable, securities of the entity that directly or indirectly has beneficial ownership of 100% of the securities eligible to elect directors or trustees of the Surviving Entity (the “ Parent Entity ”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees of the Parent Entity, and (B) no Person or group of two or more Persons, acting jointly or in concert, is the beneficial owner, directly or indirectly, of more than 50% of the voting power of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) (any such transaction which satisfies all of the criteria specified in clauses (A) and (B) above being referred to as a “ Non-Qualifying Transaction ” and, following the Non-Qualifying Transaction, references in this definition of “Change in Control” to the “Corporation” shall mean and refer to the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and, if such entity is a company or a trust, references to the “Board” shall mean and refer to the board of directors or trustees, as applicable, of such entity).

Notwithstanding the foregoing, for purposes of any Award that constitutes “deferred compensation” (within the meaning of Section 409A of the Code), the payment of which would be required upon ,or accelerated upon, a Change in Control, a transaction will not be deemed a Change in Control for Awards granted to any Participant who is a U.S. Taxpayer unless the transaction qualifies as “a change in control event” within the meaning of Section 409A of the Code;

“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time;

“ Commencement Date ” has the meaning set forth in Section 10.1(e);

“ Committee ” has the meaning set forth in Section 3.2;

“ Consultant ” means an individual consultant or an employee or director of a consultant entity, other than a Participant that is an Employee, who:

Exhibit B - 3

(a) is engaged to provide services on a bona fide basis to the Corporation or a subsidiary of the Corporation, other than services provided in relation to a distribution of securities of the Corporation or a subsidiary of the Corporation;
(b) provides the services under a written contract with the Corporation or a subsidiary of the Corporation; and
(c) spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or a subsidiary of the Corporation;

“ Control ” means:

(a) when applied to the relationship between a Person and a corporation, the beneficial ownership by that Person, directly or indirectly, of voting securities or other interests in such corporation entitling the holder to exercise control and direction in fact over the activities of such corporation;
(b) when applied to the relationship between a Person and a partnership, limited partnership, trust or joint venture, means the contractual right to direct the affairs of the partnership, limited partnership, trust or joint venture; and
(c) when applied in relation to a trust, the beneficial ownership at the relevant time of more than 50% of the property settled under the trust, and

the words “ Controlled by ”, “ Controlling ” and similar words have corresponding meanings; provided that a Person who controls a corporation, partnership, limited partnership or joint venture will be deemed to Control a corporation, partnership, limited partnership, trust or joint venture which is Controlled by such Person and so on;

“ Corporation ” means BuildDirect.com Technologies Inc.;

“ Date of Grant ” means, for any Award, the current or future date specified by the Plan Administrator at the time it grants the Award or if no such date is specified, the date upon which the Award was granted;

“ Deferred Share Unit ” or “ DSU ” means any right granted under Article 5 of this Plan;

“ Director ” means a director of the Corporation who is not an Employee;

“ Director Fees ” means the total compensation (including annual retainer and meeting fees, if any) paid by the Corporation to a Director in a calendar year for service on the Board;

“ Disabled ” or “ Disability ” means, in respect of a Participant, suffering from a state of mental or physical disability, illness or disease that prevents the Participant from carrying out his or her normal duties as an Employee for a continuous period of six months or for any period of six months in any consecutive twelve month period, as certified by two medical doctors or as otherwise determined in accordance with procedures established by the Plan Administrator for purposes of this Plan;

“ Disinterested Shareholder Approval ” means approval by a majority of the votes cast by the Corporation’s shareholders at a duly constituted shareholders meeting, excluding votes attached to the Common Shares beneficially owned by Insiders to whom Options may be granted under the Plan and their associates and affiliates;

“ Effective Date ” means the effective date of this Plan, being July __, 2021;

“ Elected Amount ” has the meaning set forth in Subsection 5.1(a);

“ Electing Person ” means a Participant who is, on the applicable Election Date, a Director;

“ Election Date ” means the date on which the Electing Person files an Election Notice in accordance with Subsection 5.1(b);

“ Election Notice ” has the meaning set forth in Subsection 5.1(b);

Exhibit B - 4

“ Employee ” means an individual who:

(a) is considered an employee of the Corporation or a subsidiary of the Corporation for purposes of source deductions under applicable tax or social welfare legislation; or
(b) works full-time or part-time on a regular weekly basis for the Corporation or a subsidiary of the Corporation providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or a subsidiary of the Corporation over the details and methods of work as an employee of the Corporation or such subsidiary, and, for greater certainty, includes any Executive Chairperson of the Corporation.

“ Exchange ” means the TSXV, the TSX and any other exchange on which the Shares are or may be listed from time to time;

“ Exercise Notice ” means a notice in writing, signed by a Participant and stating the Participant’s intention to exercise a particular Option;

“ Exercise Price ” means the price at which an Option Share may be purchased pursuant to the exercise of an Option;

“ Expiry Date ” means the expiry date specified in the Award Agreement (which shall not be later than the tenth anniversary of the Date of Grant) or, if not so specified, means the tenth anniversary of the Date of Grant;

“ Insider ” has the meaning given to such term in the Securities Act (British Columbia);

“ Investor Relations Activities ” means any activities or oral or written communications, by or on behalf of the Corporation or shareholder of the Corporation, that promote or reasonably could be expected to promote the purchase or sale of securities of the Corporation, but does not include:

(f) the dissemination of information provided, or records prepared, in the ordinary course of business of the Corporation:
(A) to promote the sale of products or services of the Corporation; or

(B) to raise public awareness of the Corporation; that cannot reasonably be considered to promote the purchase or sale of securities of the Corporation;

(g) activities or communications necessary to comply with the requirements of:
(i) applicable securities laws; and
(ii) Exchange requirements or the by-laws, rules or other regulatory instruments of any other self-regulatory body or Exchange having jurisdiction over the Corporation;
(h) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if:
(i) the communication is only through the newspaper, magazine or publication; and
(ii) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or
(i) activities or communications that may be otherwise specified by an Exchange.

Exhibit B - 5

“ Market Price ” with respect to one Share as of any date shall mean (a) if the Shares are listed on the Exchange, the price of one Share at the close of the regular trading session of such market or exchange on the last trading day prior to such date, and if no sale of Shares shall have occurred on such date, on the next preceding date on which there was a sale of Shares; (b) if the Shares are not so listed on an established stock exchange, the average of the closing “bid” and “asked” prices quoted by the OTC Markets, the National Quotation Bureau, or any comparable reporting service on such date or, if there are no quoted “bid” and “asked” prices on such date, on the next preceding date for which there are such quotes for a Share; or (c) if the Shares are not publicly traded as of such date, the per share value of one Share, as determined by the Board, or any duly authorized Committee of the Board, in its sole discretion, by applying principles of valuation with respect thereto, and with respect to Options awarded to U.S Taxpayers, such valuation principles will be in accordance with U.S. Treasury Regulation Section 1.409A-1(b)(5)(iv)(B)(1);

“ Option Shares ” means Shares issuable by the Corporation upon the exercise of outstanding Options;

“ Other Share-Based Award ” means any right granted under Article 8;

“ Participant ” means an Employee, Consultant or Director to whom an Award has been granted under this Plan;

“ Participant’s Employer ” means with respect to a Participant that is or was an Employee, the Corporation or such subsidiary of the Corporation as is or, if the Participant has ceased to be employed by the Corporation or such subsidiary of the Corporation, was the Participant’s Employer;

“ Performance Goals ” means performance goals expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Corporation, a subsidiary of the Corporation, a division of the Corporation or a subsidiary of the Corporation, or an individual, or may be applied to the performance of the Corporation or a subsidiary of the Corporation relative to a market index, a group of other companies or a combination thereof, or on any other basis, all as determined by the Plan Administrator in its discretion;

“ Performance Share Unit ” or “ PSU ” means any right granted under Article 7 of this Plan;

“ Person ” means an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

“ Plan ” means this Omnibus Equity Incentive Plan, as may be amended from time to time;

“ Plan Administrator ” means the Board or, to the extent that the administration of this Plan has been delegated by the Board to the Committee pursuant to Section 3.2, the Committee;

“ Predecessor Options ” has the meaning set forth in Subsection 1.2;

“ Predecessor Plan ” has the meaning set forth in Subsection 1.2;

“ Restricted Share Unit ” or “ RSU ” means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with Article 6;

“ Retirement ” means, unless otherwise defined in the Participant’s written or other applicable employment agreement or in the Award Agreement, the termination of the Participant’s working career at the age of 67 or such other retirement age, with consent of the Plan Administrator, if applicable;

“ Section 409A of the Code ” means Section 409A of the Code and all regulations, guidance, compliance programs, and other interpretive authority issued thereunder;

“ Securities Laws ” means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that govern or are applicable to the Corporation or to which it is subject;

“ Security Based Compensation Arrangement ” means a stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to Directors, officers, Employees and/or service providers of the

Exhibit B - 6

Corporation or any subsidiary of the Corporation, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;

“ Separation from Service ” has the meaning ascribed to it under Section 409A of the Code;

“ Share ” means one common share in the capital of the Corporation as constituted on the Effective Date, or any share or shares issued in replacement of such common share in compliance with Canadian law or other applicable law, and/or one share of any additional class of common shares in the capital of the Corporation as may exist from time to time, or after an adjustment contemplated by Article 11, such other shares or securities to which the holder of an Award may be entitled as a result of such adjustment;

“ subsidiary ” means an issuer that is Controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary, or any other entity in which the Corporation has an equity interest and is designated by the Plan Administrator, from time to time, for purposes of this Plan to be a subsidiary, provided that, in the case of a Canadian Taxpayer, the issuer is related (for purposes of the Tax Act) to the Corporation;

“ Tax Act ” means the Income Tax Act (Canada);

“ Termination Date ” means:

(a) in the case of an Employee whose employment with the Corporation or a subsidiary of the Corporation terminates, (i) the date designated by the Employee and the Corporation or a subsidiary of the Corporation in a written employment agreement, or other written agreement between the Employee and Corporation or a subsidiary of the Corporation, or (ii) if no written employment agreement exists, the date designated by the Corporation or a subsidiary of the Corporation, as the case may be, on which an Employee ceases to be an employee of the Corporation or the subsidiary of the Corporation, as the case may be, provided that, in the case of termination of employment by voluntary resignation by the Participant, such date shall not be earlier than the date notice of resignation was given, and “Termination Date” specifically does not mean the date of termination of any period of reasonable notice that the Corporation or the subsidiary of the Corporation (as the case may be) may be required by law to provide to the Participant;
(b) in the case of a Consultant whose consulting agreement or arrangement with the Corporation or a subsidiary of the Corporation, as the case may be, terminates, the date that is designated by the Corporation or the subsidiary of the Corporation (as the case may be), as the date on which the Participant’s consulting agreement or arrangement is terminated, provided that in the case of voluntary termination by the Participant of the Participant’s consulting agreement or other written arrangement, such date shall not be earlier than the date notice of voluntary termination was given, and “Termination Date” specifically does not mean the date on which any period of notice of termination that the Corporation or the subsidiary of the Corporation (as the case may be) may be required to provide to the Participant under the terms of the consulting agreement or arrangement expires; or
(c) notwithstanding the foregoing, in the case of a U.S. Taxpayer, a Participant’s “Termination Date” will be the date the Participant experiences a Separation from Service with the Corporation or a subsidiary of the Corporation;

“ TSX ” means the Toronto Stock Exchange;

“ TSXV ” means the TSX Venture Exchange;

“ U.S. ” means the United States of America; and

“ U.S. Taxpayer ” shall mean a Participant who, with respect to an Award, is subject to taxation under the applicable U.S. tax laws.

Exhibit B - 7

2.2 Interpretation

(a) Whenever the Plan Administrator exercises discretion in the administration of this Plan, the term “discretion” means the sole and absolute discretion of the Plan Administrator.
(b) As used herein, the terms “Article”, “Section”, “Subsection” and “clause” mean and refer to the specified Article, Section, Subsection and clause of this Plan, respectively.
(c) Words importing the singular include the plural and vice versa and words importing any gender include any other gender.
(d) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period begins, including the day on which the period ends, and abridging the period to the immediately preceding Business Day in the event that the last day of the period is not a Business Day. In the event an action is required to be taken or a payment is required to be made on a day which is not a Business Day such action shall be taken or such payment shall be made by the immediately preceding Business Day.
(e) Unless otherwise specified, all references to money amounts are to Canadian currency.
(f) The headings used herein are for convenience only and are not to affect the interpretation of this Plan.

ARTICLE 3 ADMINISTRATION

3.1 Administration

This Plan will be administered by the Plan Administrator and the Plan Administrator has sole and complete authority, in its discretion, to:

(a) determine the individuals to whom grants of Awards under the Plan may be made;
(b) make grants of Awards under the Plan, whether relating to the issuance of Shares or otherwise (including any combination of Options, Deferred Share Units, Restricted Share Units, Performance Share Units or Other Share-Based Awards), in such amounts, to such Persons and, subject to the provisions of this Plan, on such terms and conditions as it determines including without limitation:
(i) the time or times at which Awards may be granted;
(ii) the conditions under which:
- (A) Awards may be granted to Participants; or
- (B) Awards may be forfeited to the Corporation,

including vesting and any conditions relating to the attainment of specified Performance Goals;

(iii) the number of Shares to be covered by any Award;
(iv) the price, if any, to be paid by a Participant in connection with the purchase of Shares covered by any Awards;

Exhibit B - 8

(v) whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any Award, and the nature of such restrictions or limitations, if any; and
(vi) any acceleration of exercisability or vesting, or waiver of termination regarding any Award, based on such factors as the Plan Administrator may determine;
(c) establish the form or forms of Award Agreements;
(d) cancel, amend, adjust or otherwise change any Award under such circumstances as the Plan Administrator may consider appropriate in accordance with the provisions of this Plan;
(e) construe and interpret this Plan and all Award Agreements;
(f) adopt, amend, prescribe and rescind administrative guidelines and other rules and regulations relating to this Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; and
(g) make all other determinations and take all other actions necessary or advisable for the implementation and administration of this Plan.

Notwithstanding the foregoing, the grant of any Other Share-Based Awards that are not Options, Deferred Share Units, Restricted Share Units or Performance Share Units will be subject to Exchange and shareholder approval (as applicable).

3.2 Delegation to Committee

(a) The initial Plan Administrator shall be the Board.
(b) To the extent permitted by applicable law, the Board may, from time to time, delegate to a committee of the Board (the “ Committee ”) all or any of the powers conferred on the Plan Administrator pursuant to this Plan, including the power to sub-delegate to any member(s) of the Committee or any specified officer(s) of the Corporation or its subsidiaries all or any of the powers delegated by the Board. In such event, the Committee or any sub-delegate will exercise the powers delegated to it in the manner and on the terms authorized by the delegating party.

3.3 Determinations Binding

Except as may be otherwise set forth in any written employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant, any decision made or action taken by the Board, the Committee or any sub-delegate to whom authority has been delegated pursuant to Section 3.2 arising out of or in connection with the administration or interpretation of this Plan is final, conclusive and binding on the Corporation and all subsidiaries of the Corporation, the affected Participant(s), their respective legal and personal representatives and all other Persons.

3.4 Eligibility

All Employees, Consultants and Directors are eligible to participate in the Plan, subject to Section 10.1(f). Only Directors are eligible to receive DSUs. Participation in the Plan is voluntary and eligibility to participate does not confer upon any Employee, Consultant or Director any right to receive any grant of an Award pursuant to the Plan. The extent to which any Employee, Consultant or Director is entitled to receive a grant of an Award pursuant to the Plan will be determined in the discretion of the Plan Administrator and, in the

Exhibit B - 9

case of Employees and Consultants, subject to them being bona fide Employees and Consultants in accordance with TSX Venture Exchange Policy 4.4.

3.5 Plan Administrator Requirements

Any Award granted under this Plan shall be subject to the requirement that, if at any time the Corporation shall determine that the listing, registration or qualification of the Shares issuable pursuant to such Award upon any securities exchange or under any Securities Laws of any jurisdiction, or the consent or approval of the Exchange and any securities commissions or similar securities regulatory bodies having jurisdiction over the Corporation is necessary as a condition of, or in connection with, the grant or exercise of such Award or the issuance or purchase of Shares thereunder, such Award may not be accepted or exercised, as applicable, in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Plan Administrator. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval. Participants shall, to the extent applicable, cooperate with the Corporation in complying with such legislation, rules, regulations and policies.

3.6 Total Shares Subject to Awards

(a) Subject to adjustment as provided for in Article 11 and any subsequent amendment to this Plan, the aggregate number of Shares reserved for issuance pursuant to Awards granted under this Plan (including the Predecessor Options) shall not exceed 5,896,048.
(b) To the extent any Awards (or portion(s) thereof) under this Plan are terminated or are cancelled for any reason prior to exercise in full, any Shares subject to such Awards (or portion(s) thereof) shall be added back to the number of Shares reserved for issuance under this Plan and will again become available for issuance pursuant to the exercise of Awards granted under this Plan.
(c) Any Shares issued by the Corporation through the assumption or substitution of outstanding stock options or other equity-based awards from an acquired company shall reduce the number of Shares available for issuance pursuant to the exercise of Awards granted under this Plan.

3.7 Limits on Grants of Awards Notwithstanding anything in this Plan:

(a) If the Corporation is subject to the policies of the TSXV, the number of grants which may be issuable under the Corporation’s Security Based Compensation Arrangements in existence from time to time on and after the effective date of the Plan, within any one-year period:
(i) to Insiders (as a group) shall be no more than 10% of the issued and outstanding share capital of the Corporation;
(ii) to any one Person, shall be no more than 5% of the issued and outstanding share capital of the Corporation, with the exception of a Consultant who may not receive grants of more than 2% of the issued and outstanding share capital of the Corporation; and
(iii) to all Persons employed to conduct Investor Relations Activities, shall be no more than an aggregate of 2% of the number of issued and outstanding Common Shares in the capital of the Corporation at any one time and shall only include Awards of Options.

Exhibit B - 10

(b) If the Corporation is subject to the policies of the TSX then the aggregate number of Shares:
(i) issuable to Insiders at any time under all of the Corporation’s Security Based Compensation Arrangements, shall not exceed 10% of the Corporation’s total issued and outstanding Shares; and
(ii) issued to Insiders within any one year period, under all of the Corporation’s Security Based Compensation Arrangements, shall not exceed 10% of the Corporation’s total issued and outstanding Shares,

3.8 Award Agreements

Each Award under this Plan will be evidenced by an Award Agreement. Each Award Agreement will be subject to the applicable provisions of this Plan and will contain such provisions as are required by this Plan and any other provisions that the Plan Administrator may direct. Any one officer of the Corporation is authorized and empowered to execute and deliver, for and on behalf of the Corporation, any Award Agreement to a Participant granted an Award pursuant to this Plan.

3.9 Non-transferability of Awards

Except as permitted by the Plan Administrator, and to the extent that certain rights may pass to a beneficiary or legal representative upon death of a Participant by will or as required by law, no assignment or transfer of Awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Awards or under this Plan whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same, such Awards will terminate and be of no further force or effect.

ARTICLE 4 OPTIONS

4.1 Granting of Options

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Options to any Participant. The terms and conditions of each Option grant shall be evidenced by an Award Agreement.

4.2 Exercise Price

The Plan Administrator will establish the Exercise Price at the time each Option is granted, which Exercise Price must in all cases be not less than the Market Price on the Date of Grant.

4.3 Term of Options

Subject to any accelerated termination as set forth in this Plan, each Option expires on its Expiry Date.

4.4 Vesting and Exercisability

(a) The Plan Administrator shall have the authority to determine the vesting terms applicable to grants of Options provided that Options granted to Persons employed to conduct Investor Relations Activities shall be subject to the vesting requirements set out in Section 3.4(b) of TSX Venture Exchange Policy 4.4.
(b) Once an instalment becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the Option, unless otherwise specified by the Plan Administrator, or as may be otherwise set forth in any written employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant. Each vested Option or instalment may be exercised

Exhibit B - 11

at any time or from time to time, in whole or in part, for up to the total number of Option Shares with respect to which it is then exercisable. The Plan Administrator has the right to accelerate the date upon which any instalment of any Option becomes exercisable.

(c) Subject to the provisions of this Plan and any Award Agreement, Options shall be exercised by means of a fully completed Exercise Notice delivered to the Corporation.
(d) The Plan Administrator may provide at the time of granting an Option that the exercise of that Option is subject to restrictions, in addition to those specified in this Section 4.4, such as vesting conditions relating to the attainment of specified Performance Goals.

4.5 Payment of Exercise Price

(a) Unless otherwise specified by the Plan Administrator at the time of granting an Option and set forth in the particular Award Agreement, the Exercise Notice must be accompanied by payment of the Exercise Price. The Exercise Price must be fully paid by wire transfer, certified cheque, bank draft or money order payable to the Corporation or by such other means as might be specified from time to time by the Plan Administrator, which may include (i) through an arrangement with a broker approved by the Corporation (or through an arrangement directly with the Corporation) whereby payment of the Exercise Price is accomplished with the proceeds of the sale of Shares deliverable upon the exercise of the Option, or (ii) such other consideration and method of payment for the issuance of Shares to the extent permitted by the Exchange and Securities Laws, or any combination of the foregoing methods of payment.
(b) No Shares will be issued or transferred until full payment therefor has been received by the Corporation.

ARTICLE 5 DEFERRED SHARE UNITS

5.1 Granting of DSUs

(a) The Plan Administrator may fix, from time to time, a portion of the Director Fees that is to be payable in the form of DSUs. In addition, each Electing Person may be given, subject to the conditions stated herein, the right to elect in accordance with Section 5.1(b) to participate in the grant of additional DSUs pursuant to this Article 5. An Electing Person who elects to participate in the grant of additional DSUs pursuant to this Article 5 shall receive their Elected Amount (as that term is defined below) in the form of DSUs in lieu of cash. The “ Elected Amount ” shall be an amount, as elected by the Director, in accordance with applicable tax law, between 0% and 100% of any Director Fees that are otherwise intended to be paid in cash (the “ Cash Fees ”).
(b) Each Electing Person who elects to receive their Elected Amount in the form of DSUs in lieu of cash will be required to file a notice of election in the form of Schedule A hereto (the “ Election Notice ”) with the Chief Financial Officer of the Corporation: (i) in the case of an existing Electing Person, by December 31[st] in the year prior to the year in which the services giving rise to the compensation are performed (other than for Director Fees payable for the 2021 financial year to any Electing Person who is not a U.S. Taxpayer as of the date of this Plan, in which case such Electing Person shall file the Election Notice by the date that is 30 days from the effective date of the Plan with respect to compensation paid for services to be performed after such date); and (ii) in the case of a newly appointed Electing Person who is not a U.S. Taxpayer, within 30 days of such appointment with respect to compensation paid for services to be performed after such date. In the case of

Exhibit B - 12

an existing Electing Person who is a U.S. Taxpayer as of the Effective Date of this Plan and who was not eligible to participate in the Predecessor Plan or in any other deferred compensation plan required to be aggregated with this Plan for purposes of Code Section 409A, an initial Election Notice may be filed by the date that is 30 days from the Effective Date only with respect to compensation paid for services to be performed after the Election Date; and, in the case of a newly appointed Electing Person who is a U.S. Taxpayer, an Election Notice may be filed within 30 days of such appointment only with respect to compensation paid for services to be performed after the Election Date. If no election is made within the foregoing time frames, the Electing Person shall be deemed to have elected to be paid the entire amount of his or her Cash Fees in cash.

(c) Subject to Subsection 5.1(d), the election of an Electing Person under Subsection 5.1(b) shall be deemed to apply to all Cash Fees that would be paid subsequent to the filing of the Election Notice, and such Electing Person is not required to file another Election Notice for subsequent calendar years.
(d) Each Electing Person who is not a U.S. Taxpayer is entitled once per calendar year to terminate his or her election to receive DSUs in lieu of Cash Fees by filing with the Chief Financial Officer of the Corporation a notice in the form of Schedule B hereto. Such termination shall be effective immediately upon receipt of such notice, provided that the Corporation has not imposed a “black-out” on trading. Thereafter, any portion of such Electing Person’s Cash Fees payable or paid in the same calendar year and, subject to complying with Subsection 5.1(b), all subsequent calendar years shall be paid in cash. For greater certainty, to the extent an Electing Person terminates his or her participation in the grant of DSUs pursuant to this Article 5, he or she shall not be entitled to elect to receive the Elected Amount, or any other amount of his or her Cash Fees in DSUs in lieu of cash again until the calendar year following the year in which the termination notice is delivered. An election by a U.S. Taxpayer to receive the Elected Amount in DSUs in lieu of cash for any calendar year is irrevocable for that calendar year after the expiration of the election period for that year and any termination of the election will not take effect until the first day of the calendar year following the calendar year in which the termination notice in the form of Schedule C is delivered.
(e) Any DSUs granted pursuant to this Article 5 prior to the delivery of a termination notice pursuant to Section 5.1(d) shall remain in the Plan following such termination and will be redeemable only in accordance with the terms of the Plan.
(f) The number of DSUs (including fractional DSUs) granted at any particular time pursuant to this Article 5 will be calculated by dividing (i) the amount of any compensation that is to be paid in DSUs (including Director Fees and any Elected Amount), as determined by the Plan Administrator, by (ii) the Market Price of a Share on the Date of Grant.
(g) In addition to the foregoing, the Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant DSUs to any Director.

5.2 DSU Account

All DSUs received by a Participant (which, for greater certainty includes Electing Persons) shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant. The terms and conditions of each DSU grant shall be evidenced by an Award Agreement.

5.3 Vesting of DSUs

Except as otherwise determined by the Plan Administrator, DSUs shall vest immediately upon grant.

Exhibit B - 13

5.4 Settlement of DSUs

(a) DSUs shall be settled on the date established in the Award Agreement; provided, however that in no event shall a DSU Award be settled prior to a Participant’s Termination Date, or later than one (1) year following, the date of the applicable Participant’s Termination Date. In the case of a Participant (other than a Canadian Participant), in no event shall a DSU Award be settled later than three (3) years following the date of the applicable Participant’s Termination Date. If the Award Agreement does not establish a date for the settlement of the DSUs, then the settlement date shall be the Participant’s Termination Date, subject to the delay that may be required under Section 12.8(d) below in the case of a U.S. Taxpayer. Subject to Section 12.8(d) below in the case of a U.S. Taxpayer, and except as otherwise provided in an Award Agreement, on the settlement date for any DSU, each vested DSU will be redeemed for:
(i) one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct, or
(ii) a cash payment, or
(iii) a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above,

in each case as determined by the Plan Administrator in its discretion.

(b) Any cash payments made under this Section 5.4 by the Corporation to a Participant in respect of DSUs to be redeemed for cash shall be calculated by multiplying the number of DSUs to be redeemed for cash by the Market Price per Share as at the settlement date.
(c) Payment of cash to Participants on the redemption of vested DSUs may be made through the Corporation’s payroll in the pay period that the settlement date falls within.

ARTICLE 6 RESTRICTED SHARE UNITS

6.1 Granting of RSUs

(a) The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant RSUs to any Participant in respect of services rendered in the year of grant. The terms and conditions of each RSU grant shall be evidenced by an Award Agreement.
(b) The number of RSUs (including fractional RSUs) granted at any particular time pursuant to this Article 6 will be calculated by dividing (i) the amount of any compensation that is to be paid in RSUs, as determined by the Plan Administrator, by (ii) the Market Price of a Share on the Date of Grant.

6.2 RSU Account

All RSUs received by a Participant shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant.

6.3 Vesting of RSUs

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of RSUs.

Exhibit B - 14

6.4 Settlement of RSUs

(a) The Plan Administrator shall have the sole authority to determine the settlement terms, including time of settlement, applicable to the grant of RSUs and such terms will be set forth in the applicable Award Agreement. Subject to Section 12.8(d) below and except as otherwise provided in an Award Agreement, on the settlement date for any RSU, the each vested RSU will be redeemed for:
(i) one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct, or
(ii) a cash payment, or
(iii) a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above,

in each case as determined by the Plan Administrator in its discretion.

(b) Any cash payments made under this Section 6.4 by the Corporation to a Participant in respect of RSUs to be redeemed for cash shall be calculated by multiplying the number of RSUs to be redeemed for cash by the Market Price per Share as at the settlement date.
(c) Payment of cash to Participants on the redemption of vested RSUs may be made through the Corporation’s payroll in the pay period that the settlement date falls within.
(d) Subject to Section 12.8(d) below and except as otherwise provided in an Award Agreement, no settlement date for any RSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any RSU, under this Section 6.4 any later than the final Business Day of the third calendar year following the year in which the RSU is granted.

ARTICLE 7 PERFORMANCE SHARE UNITS

7.1 Granting of PSUs

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant PSUs to any Participant in respect of services rendered in the year of grant. The terms and conditions of each PSU grant, including time of settlement, shall be evidenced by an Award Agreement. Each PSU will consist of a right to receive a Share, cash payment, or a combination thereof (as provided in Section 7.6(a)), upon the achievement of such Performance Goals during such performance periods as the Plan Administrator shall establish.

7.2 Terms of PSUs

The Performance Goals to be achieved during any performance period, the length of any performance period, the amount of any PSUs granted, the termination of a Participant’s employment and the amount of any payment or transfer to be made pursuant to any PSU will be determined by the Plan Administrator and by the other terms and conditions of any PSU, all as set forth in the applicable Award Agreement.

7.3 Performance Goals

The Plan Administrator will issue Performance Goals prior to the Date of Grant to which such Performance Goals pertain. The Performance Goals may be based upon the achievement of corporate, divisional or individual goals, and may be applied relative to performance relative to an index or comparator group, or on any other basis determined by the Plan Administrator. The Plan Administrator may modify the Performance Goals as necessary to align them with the Corporation’s corporate objectives, subject to any

Exhibit B - 15

limitations set forth in an Award Agreement or an employment or other agreement with a Participant. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur), all as set forth in the applicable Award Agreement.

7.4 PSU Account

All PSUs received by a Participant shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant.

7.5 Vesting of PSUs

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of PSUs.

7.6 Settlement of PSUs

(a) The Plan Administrator shall have the authority to determine the settlement terms applicable to the grant of PSUs, which shall be set forth in the applicable Award Agreement. Subject to Section 12.8(d) below and except as otherwise provided in an Award Agreement, on the settlement date for any PSU, each vested PSU will be redeemed for:
(i) one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct, or
(ii) a cash payment, or
(iii) a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above,

in each case as determined by the Plan Administrator in its discretion.

(b) Any cash payments made under this Section 7.6 by the Corporation to a Participant in respect of PSUs to be redeemed for cash shall be calculated by multiplying the number of PSUs to be redeemed for cash by the Market Price per Share as at the settlement date.
(c) Payment of cash to Participants on the redemption of vested RSUs may be made through the Corporation’s payroll in the pay period that the settlement date falls within.
(d) Subject to Section 12.8(d) below and except as otherwise provided in an Award Agreement, no settlement date for any PSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any PSU, under this Section 7.6 any later than the final Business Day of the third calendar year following the year in which the PSU is granted.

ARTICLE 8

OTHER SHARE-BASED AWARDS

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Other Share-Based Awards to any Participant. The terms and conditions of each Other Share-Based Award grant shall be evidenced by an Award Agreement. Each Other Share-Based Award shall consist of a right (1) which is other than an Award or right described in Article 4, Article 5, Article 6, and Article 7 above, and (2) which is denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares) as are deemed by the Plan Administrator to be consistent with the purposes of the Plan; provided, however, that such right will comply with applicable law.

Exhibit B - 16

Subject to the terms of the Plan and any applicable Award Agreement, the Plan Administrator will determine the terms and conditions of Other Share-Based Awards. Shares or other securities delivered pursuant to a purchase right granted under this Article 8 will be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including, without limitation, cash, Shares, other securities, other Awards, other property, or any combination thereof, as the Plan Administrator shall determine in its discretion.

ARTICLE 9 ADDITIONAL AWARD TERMS

9.1 Dividend Equivalents

(a) Unless otherwise determined by the Plan Administrator and set forth in the particular Award Agreement, as part of a Participant’s grant of DSUs, PSUs or RSUs (as applicable) and in respect of the services provided by the Participant for such original grant, DSUs, PSUs and RSUs (as applicable) shall be credited with dividend equivalents in the form of additional DSUs, PSUs or RSUs, as applicable, as of each dividend payment date in respect of which normal cash dividends are paid on Shares. Such dividend equivalents shall be in the amount a Participant would have received if the DSUs, PSUs or RSUs had been settled for Shares on the record date of such dividend. Dividend equivalents credited to a Participant’s account shall be subject to the same terms and conditions, including vesting and time of settlement, as the DSUs, PSUs or RSUs, as applicable, to which they relate. If the number of securities issued as dividend equivalents, together with all of the Corporation’s other share-based compensation would exceed 10% of the Corporation’s issued shares then such dividend equivalents will be paid in cash.
(b) The foregoing does not obligate the Corporation to declare or pay dividends on Shares and nothing in this Plan shall be interpreted as creating such an obligation.

9.2 Blackout Period

In the event that an Award expires, at a time when an undisclosed material change or material fact in the affairs of the Corporation exists, the expiry of such Award (other than an Incentive Stock Option) will be no later than 10 business days after which there is no longer such undisclosed material change or material fact provided that in no event with the expiry date extend beyond ten years from the Date of Grant.

9.3 Withholding Taxes

Notwithstanding any other terms of this Plan, the granting, vesting or settlement of each Award under this Plan is subject to the condition that if at any time the Plan Administrator determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such grant, vesting or settlement, such action is not effective unless such withholding has been effected to the satisfaction of the Plan Administrator. In such circumstances, the Plan Administrator may require that a Participant pay to the Corporation the minimum amount as the Corporation or an Affiliate of the Corporation is obliged to withhold or remit to the relevant taxing authority in respect of the granting, vesting or settlement of the Award. Any such additional payment is due no later than the date on which such amount with respect to the Award is required to be remitted to the relevant tax authority by the Corporation or an Affiliate of the Corporation, as the case may be. Alternatively, and subject to any requirements or limitations under applicable law, the Corporation may (a) withhold such amount from any remuneration or other amount payable by the Corporation or any Affiliate to the Participant, (b) require the sale of a number of Shares issued upon exercise, vesting, or settlement of such Award and the remittance to the Corporation of the net proceeds from such sale sufficient to satisfy such amount, or (c) enter into any other suitable arrangements for the receipt of such amount.

9.4 Recoupment

Notwithstanding any other terms of this Plan, Awards may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar

Exhibit B - 17

policy adopted by the Corporation or the relevant subsidiary of the Corporation and in effect at the Date of Grant of the Award, or as set out in the Participant’s employment agreement, Award Agreement or other written agreement, or as otherwise required by law or the rules of the Exchange. The Plan Administrator may at any time waive the application of this Section 9.4 to any Participant or category of Participants.

ARTICLE 10 TERMINATION OF EMPLOYMENT OR SERVICES

10.1 Termination of Employment, Services or Director

Subject to Section 10.2, unless otherwise determined by the Plan Administrator or as set forth in an employment agreement, Award Agreement or other written agreement:

(a) where a Participant’s employment, consulting agreement or arrangement is terminated or the Participant ceases to hold office or his or her position, as applicable, by reason of voluntary resignation by the Participant or termination by the Corporation or a subsidiary of the Corporation for Cause, then any Option or other Award held by the Participant that has not been exercised as of the Termination Date shall be immediately forfeited and cancelled as of the Termination Date;
(b) where a Participant’s employment, consulting agreement or arrangement is terminated by the Corporation or a subsidiary of the Corporation without Cause (whether such termination occurs with or without any or adequate reasonable notice, or with or without any or adequate compensation in lieu of such reasonable notice) then any unvested Options or other Awards held by the Participant as of the Termination Date shall be immediately forfeited and cancelled as of the Termination Date. Any vested Options held by the Participant as of the Termination Date may be exercised or surrendered to the Corporation by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the date that is 60 days after the Termination Date. Any Option that remains unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited upon the termination of such period;
(c) where a Participant becomes Disabled, then any Option held by the Participant that has not vested as of the date of the Disability of such Participant shall continue to vest in accordance with its terms and may be exercised or surrendered to the Corporation by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the first anniversary of the Participant’s date of Disability. Any Option that remains unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited upon the termination of such period;
(d) where a Participant’s employment, consulting agreement or arrangement is terminated by reason of the death of the Participant, then any Option held by the Participant that has not vested as of the date of the death of such Participant shall vest on such date and may be exercised or surrendered to the Corporation by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the first anniversary of the date of the death of such Participant. Any Option that remains unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited upon the termination of such period;
(e) where a Participant’s employment, consulting agreement or arrangement is terminated due to Retirement, then any Option held by the Participant that has not vested as of the date of such Retirement shall continue to vest in accordance with its terms and may be exercised or surrendered to the Corporation by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the first anniversary of the Participant’s date of Retirement. Any Option that remains unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited upon

Exhibit B - 18

the termination of such period. Notwithstanding the foregoing, if, following his or her Retirement, the Participant commences (the “ Commencement Date ”) employment, consulting or acting as a director of the Corporation or any of its subsidiaries (or in an analogous capacity) or otherwise as a service provider to any Person that carries on or proposes to carry on a business competitive with the Corporation or any of its subsidiaries, any Option held by the Participant that has not been exercised as of the Commencement Date shall be immediately forfeited and cancelled as of the Commencement Date;

(f) a Participant’s eligibility to receive further grants of Options or other Awards under this Plan ceases as of:
(i) the date that the Corporation or a subsidiary of the Corporation, as the case may be, provides the Participant with written notification that the Participant’s employment, consulting agreement or arrangement is terminated, notwithstanding that such date may be prior to the Termination Date; or
(ii) the date of the death, Disability or Retirement of the Participant; and
(g) notwithstanding Subsection 10.1(b), unless the Plan Administrator, in its discretion,

otherwise determines, at any time and from time to time, Options or other Awards are not affected by a change of employment or consulting agreement or arrangement, or directorship within or among the Corporation or a subsidiary of the Corporation for so long as the Participant continues to be a Director, Employee or Consultant, as applicable, of the Corporation or a subsidiary of the Corporation.

10.2 Discretion to Permit Acceleration

Notwithstanding the provisions of Section 10.1, the Plan Administrator may, in its discretion, at any time prior to, or following the events contemplated in such Section, or in an employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant, permit the acceleration of vesting of any or all Awards or waive termination of any or all Awards, all in the manner and on the terms as may be authorized by the Plan Administrator and with respect to Awards to U.S. Taxpayers, in a manner that does not result in adverse tax consequences under Section 409A of the Code.

10.3 Participants’ Entitlement

Except as otherwise provided in this Plan, Awards previously granted under this Plan are not affected by any change in the relationship between, or ownership of, the Corporation and an Affiliate of the Corporation. For greater certainty, all grants of Awards remain outstanding and are not affected by reason only that, at any time, an Affiliate of the Corporation ceases to be an Affiliate of the Corporation.

ARTICLE 11 EVENTS AFFECTING THE CORPORATION

11.1 General

The existence of any Awards does not affect in any way the right or power of the Corporation or its shareholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change in the Corporation’s capital structure or its business, or any amalgamation, combination, arrangement, merger or consolidation involving the Corporation, to create or issue any bonds, debentures, Shares or other securities of the Corporation or to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether of a similar character or otherwise, whether or not any such action referred to in this Article 11 would have an adverse effect on this Plan or on any Award granted hereunder.

Exhibit B - 19

11.2 Change in Control

Except as may be set forth in an employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant, and except with respect to DSUs:

(a) The Plan Administrator may, without the consent of any Participant, take such steps as it deems necessary or desirable, including to cause (i) the conversion or exchange of any outstanding Awards into or for, rights or other securities of substantially equivalent value, as determined by the Plan Administrator in its discretion, in any entity participating in or resulting from a Change in Control; (ii) outstanding Awards to vest and become exercisable, realizable, or payable, or restrictions applicable to an Award to lapse, in whole or in part prior to or upon consummation of such Change in Control, and, to the extent the Plan Administrator determines, terminate upon or immediately prior to the effectiveness of such Change in Control; (iii) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise or settlement of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction net of any exercise price payable by the Participant (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Plan Administrator determines in good faith that no amount would have been attained upon the exercise or settlement of such Award or realization of the Participant’s rights net of any exercise price payable by the Participant, then such Award may be terminated by the Corporation without payment); (iv) the replacement of such Award with other rights or property selected by the Board in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this Subsection 11.2(a), the Plan Administrator will not be required to treat all Awards similarly in the transaction. Notwithstanding the foregoing, in the case of Options held by a Canadian Taxpayer, the Plan Administrator may not cause the Canadian Taxpayer to receive (pursuant to this Subsection 11.2(a)) any property in connection with a Change of Control other than rights to acquire shares of a corporation or units of a “mutual fund trust” (as defined in the Tax Act), of the Corporation or a “qualifying person” (as defined in the Tax Act) that does not deal at arm’s length (for purposes of the Tax Act) with the Corporation, as applicable, at the time such rights are issued or granted.
(b) Notwithstanding Subsection 11.2(a), and unless otherwise determined by the Plan Administrator, if, as a result of a Change in Control, the Shares will cease trading on an Exchange, then the Corporation may terminate all of the Awards granted under this Plan (other than Options held by Canadian Taxpayers) at the time of and subject to the completion of the Change in Control transaction by paying to each holder at or within a reasonable period of time following completion of such Change in Control transaction an amount for each Award equal to the fair market value of the Award held by such Participant as determined by the Plan Administrator, acting reasonably, or in the case of Options held by a Canadian Taxpayer by permitting the Canadian Taxpayer to surrender such Options to the Corporation for an amount for each such Option equal to the fair market value of such Option as determined by the Plan Administrator, acting reasonably, upon the completion of the Change in Control (following which such Options may be cancelled for no consideration).
(c) It is intended that any actions taken under this Section 11.2, or under Sections 11.3 and 11.4, will comply with the requirements of Section 409A of the Code with respect to Awards granted to U.S. Taxpayers.

11.3 Reorganization of Corporation’s Capital

Subject to the prior approval of the Exchange, should the Corporation effect a subdivision or consolidation of Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend

Exhibit B - 20

that is in lieu of a cash dividend), or should any other change be made in the capitalization of the Corporation that does not constitute a Change in Control and that would warrant the amendment or replacement of any existing Awards in order to adjust the number of Shares that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, then the Plan Administrator in consultation with the Board will take such steps as are required to preserve the proportionality of the rights and obligations of the Participants holding such Awards as it deems equitable and appropriate.

11.4 Other Events Affecting the Corporation

In the event of an amalgamation, combination, arrangement, merger or other transaction or reorganization involving the Corporation and occurring by exchange of Shares, by sale or lease of assets or otherwise, that does not constitute a Change in Control and that warrants the amendment or replacement of any existing Awards in order to adjust the number of Shares that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange (if required), authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

11.5 Immediate Acceleration of Awards

In taking any of the steps provided in Sections 11.3 and 11.4, the Plan Administrator will not be required to treat all Awards similarly and where the Plan Administrator determines that the steps provided in Sections 11.3 and 11.4 would not preserve proportionately the rights, value and obligations of the Participants holding such Awards in the circumstances or otherwise determines that it is appropriate, the Plan Administrator may, but is not required, to permit the immediate vesting of any unvested Awards.

11.6 Issue by Corporation of Additional Shares

Except as expressly provided in this Article 11, neither the issue by the Corporation of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to the number of Shares that may be acquired as a result of a grant of Awards or other entitlements of the Participants under such Awards.

11.7 Fractions

No fractional Shares will be issued pursuant to an Award. Accordingly, (whether as a result of any adjustment under this Article 11, a dividend equivalent or otherwise), a Participant would become entitled to a fractional Share, the Participant has the right to acquire only the adjusted number of full Shares and no payment or other adjustment will be made with respect to the fractional Shares, which shall be disregarded.

ARTICLE 12 U.S. TAXPAYERS

12.1 Provisions for U.S. Taxpayers

In the case of a Participant who is a U.S. Taxpayer, Options may only be awarded to such Participant to the extent the Participant performs direct services to (A) the Corporation or any entity (other than the Corporation), in an unbroken chain of corporations (or other entities) beginning with the Corporation, in which each of the corporations (or other entities) other than the last corporation or other entity in the unbroken chain owns, directly or indirectly, equity representing at least 50% of the voting power of all classes of equity entitled to vote or at least 50% of the value of all classes of equity in one of the other corporations (or other entities) in such chain, or (B) to an entity that otherwise qualifies as an eligible issuer of service recipient stock pursuant to United States Treasury Regulation Section 1.409A-1(b)(5)(iii)(E)(1). Options granted under this Plan to U.S. Taxpayers may be non-qualified stock options or incentive stock options qualifying under Section 422 of the Code (“ISOs”). Each Option shall be designated in the Award Agreement as either an ISO or a non-qualified stock option, and if no designation is made, the Option will

Exhibit B - 21

be a non-qualified stock option. The Corporation shall not be liable to any Participant or to any other Person if it is determined that an Option intended to be an ISO does not qualify as an ISO.

12.2 ISOs

Subject to any limitations in Section 3.6, the aggregate number of Shares reserved for issuance in respect of granted ISOs shall not exceed 5,896,048 Shares, and the terms and conditions of any ISOs granted to a U.S. Taxpayer on the Date of Grant hereunder, including the eligible recipients of ISOs, shall be subject to the provisions of Section 422 of the Code, and the terms, conditions, limitations and administrative procedures established by the Plan Administrator from time to time in accordance with this Plan. At the discretion of the Plan Administrator, ISOs may be granted to any employee of the Corporation, or of a “parent corporation” or “subsidiary corporation”, as such terms are defined in Sections 424(e) and (f) of the Code. No ISOs may be granted more than ten (10) years after the earlier of (i) the date on which the Board adopts the most recent amendment and restatement of the Plan, or (ii) the date on which the shareholders of the Corporation approve such most recent amendment and restatement of the Plan. An ISO may be exercised during the Participant’s lifetime only by such the Participant. An ISO may not be transferred, assigned, pledged, hypothecated or otherwise disposed of by the Participant, except by will or by the laws of descent and distribution.

12.3 ISO Term and Exercise Price; Grants to 10% Shareholders

Notwithstanding anything to the contrary in this Plan, the term of an ISO shall not exceed ten (10) years, and the exercise price of an ISO shall be not less than one hundred percent (100%) of the Fair Market Value on the applicable grant date; provided, however, that if an ISO is granted to a person who owns shares representing more than 10% of the voting power of all classes of shares of the Corporation or of a “parent corporation” or “subsidiary corporation”, as such terms are defined in Section 424(e) and (f) of the Code, on the Date of Grant, the term of the ISO shall not exceed five years from the time of grant of such ISO and the Exercise Price shall be at least 110% of the Fair Market Value of the Shares subject to the ISO.

12.4 $100,000 Per Year Limitation for ISOs

To the extent the aggregate Market Price as at the Date of Grant of the Shares for which ISOs are exercisable for the first time by any person during any calendar year (under all plans of the Corporation) exceeds $100,000, such excess ISOs shall be treated as non-qualified stock options.

12.5 Disqualifying Dispositions

Each person awarded an ISO under this Plan shall notify the Corporation in writing immediately after the date he or she makes a disposition or transfer of any Shares acquired pursuant to the exercise of such ISO if such disposition or transfer is made (a) within two years from the Date of Grant or (b) within one year after the date such person acquired the Shares. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the person in such disposition or other transfer. The Corporation may, if determined by the Plan Administrator and in accordance with procedures established by it, retain possession of any Shares acquired pursuant to the exercise of an ISO as agent for the applicable person until the end of the later of the periods described in (a) or (b) above, subject to complying with any instructions from such person as to the sale of such Shares.

12.6 ISO Status Following Termination of Employment

An ISO shall be exercisable in accordance with its terms under the Plan and the applicable Award Agreement or certificate awarding the ISO. However, in order to retain its treatment as an ISO for U.S. federal income tax purposes, the ISO must be exercised within the time periods set forth below. If an ISO is not exercised within the time periods below, but the Option otherwise would remain exercisable following such time periods pursuant to the terms of the Award Agreement, then, following the expiration of the time periods below without exercise the ISO will be converted to a non-qualified stock option.

(a) If a Participant who has been granted an ISO ceases to be an employee for any reason other than the death or disability(within the meaning of Code Section 22(e)) of such

Exhibit B - 22

Participant, such ISO must be exercised (to the extent such Incentive Stock Option was exercisable on the date of termination) by such Participant within three months following the date of termination (but in no event beyond the Expiry Date of such ISO).

(b) If a Participant who has been granted an ISO ceases to be an employee due to the disability of such Participant (within the meaning of Code Section 22(e)), such ISO must be exercised (to the extent it is exercisable by its terms) by the date that is one year following the date of such disability, but in no event beyond the Expiry Date of such ISO.
(c) For purposes of this Section 12.6, the employment of a Participant who has been granted an ISO will not be considered interrupted or terminated upon (a) sick leave, military leave or any other leave of absence approved by the Corporation that does not exceed ninety (90) days in the aggregate; provided, however, that if reemployment upon the expiration of any such leave is guaranteed by contract or applicable law, such ninety (90) day limitation will not apply, or (b) a transfer from one office of the Corporation (or of any parent or subsidiary of the Corporation as defined in Code Sections 424(e) and (f)) to another office of the Corporation (or of any such parent or subsidiary) or a transfer between the Corporation and any such parent or subsidiary.

12.7 Shareholder Approval for ISO Purposes

In the event the Plan is not approved by the shareholders of the Corporation in accordance with the requirements of Section 422 of the Code within twelve (12) months of the date of adoption of the Plan (or the date of any later restatement of the Plan that adds or changes ISO provisions requiring shareholder approval), Options otherwise designated as Incentive Stock Options will be non-qualified stock options.

12.8 Section 409A of the Code

(a) This Plan will be construed and interpreted to be exempt from, or where not so exempt, to comply with Section 409A of the Code to the extent required to preserve the intended tax consequences of this Plan. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A of the Code, it is intended that the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A of the Code. The Corporation reserves the right to amend this Plan to the extent it reasonably determines is necessary in order to preserve the intended tax consequences of this Plan in light of Section 409A of the Code. In no event will the Corporation or any of its subsidiaries or Affiliates be liable for any tax, interest or penalties that may be imposed on a Participant under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.
(b) All terms of the Plan that are undefined or ambiguous must be interpreted in a manner that complies with Section 409A of the Code if necessary to comply with Section 409A of the Code.
(c) The Plan Administrator, in its sole discretion, may permit the acceleration of the time or schedule of payment of a U.S. Taxpayer’s vested Awards in the Plan under circumstances that constitute permissible acceleration events under Section 409A of the Code.
(d) Notwithstanding anything in the Plan or any Award Agreement to the contrary, to the extent that any amount or benefit that constitutes “deferred compensation” to a Participant under Section 409A and applicable guidance thereunder is otherwise payable or distributable to a Participant under the Plan or any Award Agreement solely by reason of the occurrence of a change in control or due to the Participant’s disability or “separation from service” (as such term is defined under Section 409A), such amount or benefit will not be payable or

Exhibit B - 23

distributable to the Participant by reason of such circumstance unless the Plan Administrator determines in good faith that (i) the circumstances giving rise to such change in control event, disability or separation from service meet the definition of a change in control event, disability, or separation from service, as the case may be, in Section 409A(a)(2)(A) of the Code and applicable proposed or final regulations, or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A by reason of the short term deferral exemption or otherwise. In order to comply with both Canadian and U.S. tax rules, RSUs and PSUs will be structured so that the designated settlement/payment date (the “Scheduled Payment Date”) for such Award will in all cases be no later than the final Business Day of the third calendar year following the year in which the Award is granted, and settlement will in fact occur by such final Business Day. Further , to the extent that any RSU or PSU is deferred compensation under Section 409A of the Code, then as to any Participant: (i) who is a U.S. Taxpayer, (ii) who is a “specified employee” within the meaning of Section 409A of the Code at the time of his separation from service, and (iii) whose RSU or PSU would by its terms be settled/paid pursuant earlier than the Scheduled Payment Date as a result of his or her Separation from Service, then settlement will occur on the earlier of the date that is six months and one day following the date of Separation from Service and the Scheduled Payment Date as permitted under Section 409A of the Code. With respect to DSUs of a U.S. Taxpayer, where settlement is to occur upon such Participant’s Separation from Service, if such Participant is a “specified employee” at the time of his or her separation from service then settlement will occur on the date that is six months and one day following the date of Separation from Service, or, if earlier, as soon as practical following the date of the Participant’s death.

12.9 Section 83(b) Election

If a Participant makes an election pursuant to Section 83(b) of the Code with respect to an Award of Shares subject to vesting or other forfeiture conditions, the Participant shall be required to promptly file a copy of such election with the Corporation.

ARTICLE 13 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

13.1 Amendment, Suspension, or Termination of the Plan

The Plan Administrator may from time to time, without notice and without approval of the holders of voting shares of the Corporation, amend, modify, change, suspend or terminate the Plan or any Awards granted pursuant to the Plan as it, in its discretion, determines appropriate, provided, however, that:

(a) no such amendment, modification, change, suspension or termination of the Plan or any Awards granted hereunder may materially impair any rights of a Participant or materially increase any obligations of a Participant under the Plan without the consent of the Participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable Securities Laws or Exchange requirements;
(b) any amendment that would cause an Award held by a U.S. Taxpayer be subject to the additional tax penalty under Section 409A(1)(b)(i)(II) of the Code shall be null and void ab initio with respect to the U.S. Taxpayer unless the consent of the U.S. Taxpayer is obtained; and
(c) any amendments to the Plan or to any Awards granted pursuant to the Plan are subject to Exchange approval (including such amendments that do not otherwise trigger approval of the holders of voting shares of the Corporation).

Exhibit B - 24

13.2 Shareholder Approval

Notwithstanding Section 13.1 and subject to any rules of the Exchange, approval of the holders of the Shares (including by way of Disinterested Shareholder Approval where required by the Exchange) shall be required for any amendment, modification or change that:

(a) increases the percentage of Shares reserved for issuance under the Plan, except pursuant to the provisions in the Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;
(b) increases or removes the limitations set out in Subsection 3.7(a) or 3.7(b), as applicable;
(c) allows for the grant to Insiders (as a group), within a 12 month period, an aggregate number of Awards exceeding 10% of the Company’s issued Common Shares, calculated at the date the Award is granted to the Insider;
(d) allows for the grant to any one Participant, within a 12 month period, an aggregate number of Awards exceeding 5% of the Company’s issued Common Shares, calculated at the date the Award is granted to the Insider;
(e) reduces the exercise price of an Award (for this purpose, a cancellation or termination of an Award of a Participant prior to its Expiry Date for the purpose of reissuing an Award to the same Participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an Award) except pursuant to the provisions in the Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;
(f) extends the term of an Award beyond the original Expiry Date (except where an Expiry Date would have fallen within a blackout period applicable to the Participant or within five business days following the expiry of such a blackout period);
(g) permits an Award to be exercisable beyond 10 years from its Date of Grant (except where an Expiry Date would have fallen within a blackout period of the Corporation);
(h) increases or removes the limits on the participation of Directors;
(i) permits Awards to be transferred to a Person;
(j) changes the eligible participants of the Plan; or
(k) deletes or reduces the range of amendments which require approval of shareholders under this Section 13.2.

13.3 Permitted Amendments

Without limiting the generality of Section 13.1, but subject to Section 13.2, the Plan Administrator may, without shareholder approval, at any time or from time to time, amend the Plan for the purposes of:

(a) making any amendments to the general vesting provisions of each Award;
(b) making any amendments to the provisions set out in Article 10;
(c) making any amendments to add covenants of the Corporation for the protection of Participants, as the case may be, provided that the Plan Administrator shall be of the good

Exhibit B - 25

faith opinion that such additions will not be prejudicial to the rights or interests of the Participants, as the case may be;

(d) making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Plan Administrator, having in mind the best interests of the Participants, it may be expedient to make, including amendments that are desirable as a result of changes in law in any jurisdiction where a Participant resides, provided that the Plan Administrator shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Participants and Directors; or
(e) making such changes or corrections which, on the advice of counsel to the Corporation, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Plan Administrator shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Participants.

ARTICLE 14 MISCELLANEOUS

14.1 Legal Requirement

The Corporation is not obligated to grant any Awards, issue any Shares or other securities, make any payments or take any other action if, in the opinion of the Plan Administrator, in its discretion, such action would constitute a violation by a Participant or the Corporation of any provision of any applicable statutory or regulatory enactment of any government or government agency or the requirements of any Exchange upon which the Shares may then be listed.

14.2 No Other Benefit

No amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of a Share, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

14.3 Rights of Participant

No Participant has any claim or right to be granted an Award and the granting of any Award is not to be construed as giving a Participant a right to remain as an Employee, Consultant or Director. No Participant has any rights as a shareholder of the Corporation in respect of Shares issuable pursuant to any Award until the allotment and issuance to such Participant, or as such Participant may direct, of certificates representing such Shares.

14.4 Corporate Action

Nothing contained in this Plan or in an Award shall be construed so as to prevent the Corporation from taking corporate action which is deemed by the Corporation to be appropriate or in its best interest, whether or not such action would have an adverse effect on this Plan or any Award.

14.5 Conflict

In the event of any conflict between the provisions of this Plan and an Award Agreement, the provisions of the Award Agreement shall govern. In the event of any conflict between or among the provisions of this Plan or any Award Agreement, on the one hand, and a Participant’s employment agreement with the Corporation or a subsidiary of the Corporation, as the case may be, on the other hand, the provisions of the employment agreement or other written agreement shall prevail.

Exhibit B - 26

14.6 Anti-Hedging Policy

By accepting the Option or Award each Participant acknowledges that he or she is restricted from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of Options or Awards.

14.7 Participant Information

Each Participant shall provide the Corporation with all information (including personal information) required by the Corporation in order to administer the Plan (including as to whether the circumstances described in Section 10.1(e) or 12.3 exist). Each Participant acknowledges that information required by the Corporation in order to administer the Plan may be disclosed to any custodian appointed in respect of the Plan and other third parties, and may be disclosed to such persons (including persons located in jurisdictions other than the Participant’s jurisdiction of residence), in connection with the administration of the Plan. Each Participant consents to such disclosure and authorizes the Corporation to make such disclosure on the Participant’s behalf.

14.8 Participation in the Plan

The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan. In particular, participation in the Plan does not constitute a condition of employment or engagement nor a commitment on the part of the Corporation to ensure the continued employment or engagement of such Participant. The Plan does not provide any guarantee against any loss which may result from fluctuations in the market value of the Shares. The Corporation does not assume responsibility for the income or other tax consequences for the Participants and Directors and they are advised to consult with their own tax advisors.

14.9 International Participants

With respect to Participants who reside or work outside Canada, the Plan Administrator may, in its discretion, amend, or otherwise modify, without shareholder approval, the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law, and the Plan Administrator may, where appropriate, establish one or more sub-plans to reflect such amended or otherwise modified provisions.

14.10 Successors and Assigns

The Plan shall be binding on all successors and assigns of the Corporation and its subsidiaries.

14.11 General Restrictions on Assignment

Except as required by law, the rights of a Participant under the Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant unless otherwise approved by the Plan Administrator.

14.12 Severability

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

14.13 Notices

All written notices to be given by a Participant to the Corporation shall be delivered personally, e-mail or mail, postage prepaid, addressed as follows:

Exhibit B - 27

BuildDirect.com Technologies Inc. 1900 - 401 West Georgia Street Vancouver , BC V6B 5A1 Canada

Attention: Chief Financial Officer

All notices to a Participant will be addressed to the principal address of the Participant on file with the Corporation. Either the Corporation or the Participant may designate a different address by written notice to the other. Such notices are deemed to be received, if delivered personally or by e-mail, on the date of delivery, and if sent by mail, on the fifth business day following the date of mailing; provided that in the event of any actual or imminent postal disruption, notices shall be delivered to the appropriate party and not sent by mail. Any notice given by either the Participant or the Corporation is not binding on the recipient thereof until received.

14.14 Effective Date

This Plan becomes effective on a date to be determined by the Plan Administrator, subject to the approval of the shareholders of the Corporation.

14.15 Governing Law

This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the internal laws of the Province of British Columbia and the federal laws of Canada applicable therein, without reference to conflicts of law rules.

14.16 Submission to Jurisdiction

The Corporation and each Participant irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province of British Columbia in respect of any action or proceeding relating in any way to the Plan, including, without limitation, with respect to the grant of Awards and any issuance of Shares made in accordance with the Plan.

Exhibit B - 28

SCHEDULE A

BUILDDIRECT.COM TECHNOLOGIES INC. EQUITY INCENTIVE PLAN (THE “ PLAN ” )

ELECTION NOTICE

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

Pursuant to the Plan, I hereby elect to participate in the grant of DSUs pursuant to Article 5 of the Plan and to receive ____% of my Cash Fees in the form of DSUs in lieu of cash.

I confirm that:

(a) I have received and reviewed a copy of the terms of the Plan and agreed to be bound by them.
(b) I recognize that when DSUs credited pursuant to this election are redeemed in accordance with the terms of the Plan, income tax and other withholdings as required will arise at that time. Upon redemption of the DSUs, the Corporation will make all appropriate withholdings as required by law at that time.
(c) The value of DSUs is based on the value of the Shares of the Corporation and therefore is not guaranteed.
(d) To the extent I am a U.S. taxpayer, I understand that this election is irrevocable for the calendar year to which it applies and that any revocation or termination of this election after the expiration of the election period will not take effect until the first day of the calendar year following the year in which I file the revocation or termination notice with the Corporation.

The foregoing is only a brief outline of certain key provisions of the Plan. For more complete information, reference should be made to the Plan’s text.

Date:

(Name of Participant)

(Signature of Participant)

Exhibit B - 29

SCHEDULE B

BUILDDIRECT.COM TECHNOLOGIES INC. EQUITY INCENTIVE PLAN (THE “ PLAN ” )

ELECTION TO TERMINATE RECEIPT OF ADDITIONAL DSUS (FOR PARTICIPANTS WHO ARE NOT U.S. TAXPAYERS)

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

Notwithstanding my previous election in the form of Schedule A to the Plan, I hereby elect that no portion of the Cash Fees accrued after the date hereof shall be paid in DSUs in accordance with Article 5 of the Plan.

I understand that the DSUs already granted under the Plan cannot be redeemed except in accordance with the Plan.

I confirm that I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.

Date:

(Name of Participant) (Signature of Participant)

Note: An election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar year.

Exhibit B - 30

SCHEDULE C

BUILDDIRECT.COM TECHNOLOGIES INC. EQUITY INCENTIVE PLAN (THE “ PLAN ” )

ELECTION TO TERMINATE RECEIPT OF ADDITIONAL DSUS

(U.S. TAXPAYERS)

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

Notwithstanding my previous election in the form of Schedule A to the Plan, I hereby elect that no portion of the Cash Fees accrued after the effective date of this termination notice shall be paid in DSUs in accordance with Article 5 of the Plan.

I understand that this election to terminate receipt of additional DSUs will not take effect until the first day of the calendar year following the year in which I file this termination notice with the Corporation.

I understand that the DSUs already granted under the Plan cannot be redeemed except in accordance with the Plan.

I confirm that I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.

Date:

(Name of Participant)

(Signature of Participant)

Note: An election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar year.

Exhibit B - 31

EXHIBIT “C”

AUDIT COMMITTEE CHARTER

I. Mandate

The primary function of the audit committee (the “ Committee ”) is to assist the Board of Directors (the “ Board ”) in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Corporation to regulatory authorities and shareholders, the Corporation’s systems of internal controls regarding finance and accounting, and the Corporation’s auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Corporation’s policies, procedures and practices at all levels. The Committee’s primary duties and responsibilities are to:

Serve as an independent and objective party to monitor the Corporation’s financial reporting and internal control system and review the Corporation’s financial statements.
Review and appraise the performance of the Corporation’s external auditors.
Provide an open avenue of communication among the Corporation’s auditors, financial and senior management of the Corporation and the Board.

II. Composition

The Committee shall be comprised of three directors as determined by the Board, the majority of whom shall be “independent” directors of the Board and who meet the independence standards specified under applicable law, currently being Section 1.4 of National Instrument 52-110 of the Canadian Securities Administrators, as amended from time to time.

At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Corporation’s Charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Corporation’s financial statements.

The members of the Committee shall be elected by the Board at its first meeting following the annual shareholders’ meeting. Unless a Chairperson is elected by the full Board, the members of the Committee may designate a Chairperson by a majority vote of the full Committee membership.

III. Meetings

The Committee shall meet at least twice annually , or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with management and the external auditors in separate sessions.

The minutes of the Committee meetings shall accurately record the decisions reached and shall be distributed to the Audit Committee members with copies to the Board, the Chief Financial Officer or such other officer acting in that capacity, and the external auditor.

IV. Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Exhibit C - 1

Documents/Reports Review

Review and update this Charter annually.
Review the Corporation’s financial statements, MD&A and any annual and interim earnings, press releases before the Corporation publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

External Auditors

Require the external auditors to report directly to the Committee.
Review annually the performance of the external auditors who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Corporation.
Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Corporation and confirming their independence from the Corporation.
Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.
Take, or recommend that the full Board take, appropriate action to oversee the independence of the external auditors.
Recommend to the Board the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval and the compensation of the external auditors.
Review with management and the external auditors the terms of the external auditors’ engagement letter.
At each meeting, may consult with the external auditors, without the presence of management, about the quality of the Corporation’s accounting principles, internal controls and the completeness and accuracy of the Corporation’s financial statements.
Review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation.
Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.
Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Corporation’s external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:
i. the aggregate amount of all such non-audit services provided to the Corporation constitutes not more than five percent (5%) of the total amount of revenues paid

Exhibit C - 2

by the Corporation to its external auditors during the fiscal year in which the nonaudit services are provided;

ii. such services were not recognized by the Corporation at the time of the engagement to be non-audit services; and
iii. such services are promptly brought to the attention of the Committee by the Corporation and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee’s first scheduled meeting following such approval, such authority may be delegated by the Committee to one or more independent members of the Committee.

Financial Reporting Process

In consultation with the external auditors, review with management the integrity of the Corporation's financial reporting process, both internal and external.
Consider the external auditors’ judgments about the quality and appropriateness of the Corporation’s accounting principles as applied in its financial reporting.
Consider and approve, if appropriate, changes to the Corporation’s auditing and accounting principles and practices as suggested by the external auditors and management.
Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.
Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
Review any significant disagreement among management and the external auditors regarding financial reporting.
Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.
Review the certification process.
Establish procedures for:
i. the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and
ii. the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

Other

Review disclosure of any related-party transactions.

Exhibit C - 3

V. Authority

The Committee may:

(a) engage independent outside counsel and other advisors as it determines necessary to carry out its duties;
(b) set and pay the compensation for any advisors employed by the Committee; and
(c) communicate directly with the internal and external auditors.

The Committee shall have unrestricted access to the Corporation’s personnel and documents and will be provided with the resources necessary to carry out its responsibilities.

Exhibit C - 4

AI assistant

BuildDirect.com Technologies Inc. — AGM Information 2021

47925_rns_2021-06-04_d6d8abfb-43c0-44a7-bae6-ee2c67e22f82.pdf

VLCTY CAPITAL INC. 206-3500 CARRINGTON ROAD WESTBANK, BRITISH COLUMBIA V4T 3C1

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF VLCTY CAPITAL INC. TO BE HELD VIRTUALLY AS A RESULT OF COVID-19

THE BOARD OF DIRECTORS OF THE CORPORATION UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE ABOVE REFERENCED RESOLUTIONS AT THE MEETING.

Details of the Meeting

VLCTY CAPITAL INC. 206-3500 CARRINGTON ROAD WESTBANK, BRITISH COLUMBIA V4T 3C1

MANAGEMENT INFORMATION CIRCULAR

May 28, 2021

VIRTUAL MEETING

Details of the Meeting

GENERAL PROXY INFORMATION

Appointment of Proxyholders

Voting by Proxyholder

Registered Shareholders

Non-Registered Shareholders

Notice to Shareholders in the United States

Revocation of Proxies

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

General

Common Shares

Quorum

Principal Shareholders

Qualifying Transaction

MATTERS TO BE ACTED UPON AT THE MEETING

A. Presentation of Financial Statements

B. Election of Directors

Note:

Cease Trade Orders

Bankruptcies

Penalties or Sanctions

Other Reporting Issuer Experience

C. Election of Post-Qualifying Transaction Directors

Biographical information regarding the New Nominees

Tim Howley – Proposed Director

Milan Roy – Proposed Director

Julie Todaro – Proposed Director

Andrew Elbaz – Proposed Director

John Farlinger – Proposed Director

Other Reporting Issuer Experience

Cease Trade Orders

Bankruptcies

Penalties or Sanctions

D. Appointment of Auditor

E. Appointment of Post-Transaction Auditors

F. Ratification of Legacy Option Plan

G. Resulting Issuer Omnibus Plan

Plan Administration

Change in Control

Dividend Equivalents

Incentive Awards

Options

Share Units

H. Consolidation of Common Shares

Effects of the Consolidation

Risks of Consolidation

Effect on Registered Holders

Effect on Non-Registered Holders

Effect on Common Shares Held in Book-Entry Form

Effect on Convertible Securities and Stock Options

VOTES NECESSARY TO PASS RESOLUTIONS

OTHER MATTERS

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Director and Named Executive Officer Compensation

Compensation Securities

Exercise of Compensation Securities by Directors and Named Executive Officers

Securities Authorized for Issuance Under Equity Compensation Plans

Stock Option Plan

Employment, Consulting and Management Agreements

Pension and Other Benefit Plans

Termination of Employment, Change in Responsibilities and Employment Contracts

Other Compensation

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

CORPORATE GOVERNANCE

General

Board of Directors

Mandate of the Board of Directors

Position Descriptions

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