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Data Deposit Box Inc. AGM Information 2020

Feb 19, 2020

42447_rns_2020-02-19_b14ac830-e406-4cb7-9588-3ff551b6ab8f.pdf

AGM Information

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NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “ Meeting ”) of the shareholders of Data Deposit Box Inc. (the “ Company ” or “ Data Deposit ”) will be held on Friday, March 13, 2020, at the hour of 11:00 a.m. (Eastern time), at the offices of Gardiner Roberts LLP, 22 Adelaide Street West, 36[th] Floor, Toronto, Ontario M5H 4E3 for the following purposes:

  1. to receive and consider the audited consolidated financial statements of the Company for the year ended December 31, 2018, and the report of the auditors thereon;

  2. to elect the directors of the Company;

  3. to confirm the appointment by the board of directors of, and to appoint the auditors of the Company and to authorize the directors to fix their remuneration; and

  4. to consider, and if deemed advisable, to approve, with or without amendment, the special resolution (the “ Amalgamation Resolution ”) in the form annexed as Schedule “B” to the information circular accompanying this notice (the “ Information Circular ”) to approve the arm’s length amalgamation, pursuant to the Business Corporations Act (British Columbia), of Data Deposit with a subsidiary of HostPapa, Inc. in accordance with the terms and provisions of an amalgamation agreement (the “ Amalgamation Agreement ”) to be entered into between Data Deposit, HostPapa, Inc. and its subsidiary, the form of which Amalgamation Agreement is annexed as Schedule “C” to the Information Circular; and

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

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his duly executed form of proxy with the Company’s transfer agent and registrar, Capital Transfer Agency Inc., 390 Bay Street, Suite 920, Toronto ON M5H2Y2 not later than 11:00 a.m. (Eastern time) on Wednesday, March 11, 2020 or, if the Meeting is adjourned, not later than 48 hours, excluding weekends and holidays, preceding the time of such adjourned meeting.

Shareholders who are unable to attend the Meeting in person, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

The board of directors of the Company has by resolution fixed the close of business on Monday, February 10, 2020, as the record date, being the date for the determination of the registered holders of common shares of the Company entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

The accompanying management information circular provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of meeting. Additional information about the Company and its consolidated financial statements are also available on the Company’s profile at www.sedar.com.

DATED at Toronto, 18[th] day of February, 2020.

BY ORDER OF THE BOARD

“Siva Cherla” (signed)

Interim Chief Executive Officer, CFO and Director

Note:

Pursuant to section Division 2 of Part 8 of the BCBCA, a registered Shareholder may dissent in respect of the Amalgamation Resolution. If the Amalgamation Resolution is approved and the Amalgamation is completed, dissenting Shareholders who have complied with the procedures set forth in the BCBCA will be entitled to be paid the fair value of their Shares. This right is summarized under “Dissenting Shareholder Rights” in the Information Circular and the text of the applicable Sections 237-247 of the BCBCA is set out in Schedule “D” to the Information Circular. Failure to adhere strictly with the requirements set out in Section 237-247 of the BCBCA may result in the loss or unavailability of any right to dissent. It is a condition precedent to HostPapa’s obligations in connection with the Amalgamation that Shareholders holding no more than 10% of the issued and outstanding Shares shall have exercised their dissent rights.