Data Deposit Box Inc. — M&A Activity 2020

Feb 7, 2020

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

Data Deposit Box Inc. (“Data Deposit Box” or the “Company”) 1 Eglinton Avenue East, Suite 703 Toronto, Ontario, M4P 3A1

2. Date of Material Change

February 6, 2020

3. News Release

A press release disclosing the material change was released on February 6, 2020, through the facilities of Newsfile Corp.

4. Summary of Material Change

The Company announced that it had signed a binding letter of intent dated February 6, 2020 to be acquired by HostPapa, Inc., a web technology company specializing in web hosting and cloud services for small businesses.

Under the agreement, Data Deposit Box will be amalgamated with a subsidiary of HostPapa, Inc. and, subject to the satisfaction of certain conditions, Data Deposit Box shareholders will receive a fraction under $0.0125 per share in cash for each Data Deposit Box share.

5. Full Description of Material Change

A full description of the material change is described in the Company’s press release dated February 6, 2020, which is attached as Schedule “A” hereto.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

The report is not being filed on a confidential basis.

7. Omitted Information

No significant facts have been omitted from this Material Change Report.

8. Executive Officer

For further information, contact Siva Cherla, Interim Chief Executive Officer of the Company at Toronto: 1-866-430-2406.

9. Date of Report

This report is dated at Toronto, this 7th day of February, 2020.

TORONTO: 1312343\1 (115310)

SCHEDULE “A”

DATA DEPOSIT BOX INC. 1 Eglinton Avenue East, Suite 703 Toronto, ON M4P 3A1

Data Deposit Box Inc. Enters Into Agreement to be Acquired by HostPapa, Inc.

Toronto, Ontario – February 6, 2020 – Data Deposit Box Inc. (CSE: DDB, OTC Pink: DDBXF, Frankfurt: 2DD), a global provider of cloud backup and recovery technology, has signed a binding letter of intent dated February 6, 2020 to be acquired by HostPapa, Inc., a web technology company specializing in web hosting and cloud services for small businesses.

Under the agreement, Data Deposit Box will be amalgamated with a subsidiary of HostPapa, Inc. and, subject to the satisfaction of certain conditions, Data Deposit Box shareholders will receive a fraction under $0.0125 per share in cash for each Data Deposit Box share.

After careful consideration and consultation with its financial and legal advisors, Data Deposit Box’s board of directors has unanimously approved the proposal and recommends that its shareholders vote in favour of the transaction at the Annual and Special Meeting of Shareholders scheduled for March 13, 2020.

The transaction is expected to close immediately following the Shareholder’s meeting, subject to shareholder and regulatory approvals, as well as other customary closing conditions.

“We believe that the transaction brings significant value to our shareholders by way of a 32% percent premium over the prior 20-day trailing weighted average share price for Data Deposit Box common shares. Data Deposit Box’s cloud backup service fits perfectly into HostPapa’s full range of web products and solutions. We feel our technology and customers have a strong strategic future as part of the HostPapa world,” said Paul Nicholls, Chair and Director.

“HostPapa brings a strong operational foundation, broad customer base and significant resources to the Data Deposit Box business," added Siva Cherla, Interim CEO, CFO and Director. "Our company will benefit greatly by gaining access to HostPapa’s resources and large customer base of small business owners and we know Tim Jewell’s legacy will thrive as a part of the HostPapa family.”

The transaction is subject to the approval of shareholders. All shareholders will receive the relevant documents which outline the specifics of the transaction.

Jamie Opalchuk, Founder & CEO of HostPapa, Inc. said, “We are excited about the opportunity of offering Data Deposit Box end-point security to our growing base of small business customers and reseller. With the ever growing threats targeting small businesses, it’s essential that as a service provider we offer our customers a suite of backup and security products such as Data Deposit Box to protect their business.”

Advisors and Counsel:

WD Capital Markets is acting as exclusive financial advisor to HostPapa and Woolford Venture Law is acting as HostPapa’s legal counsel.

TORONTO: 1312343\1 (115310)

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INFOR Financial Inc. is acting as exclusive financial advisor to Data Deposit Box and Gardiner Roberts LLP is acting as Data Deposit Box’s legal counsel.

About HostPapa Inc.:

HostPapa, Inc. is an established web hosting and cloud services company headquartered in Burlington, Ontario, Canada, with a large base of small business customers around the world. HostPapa has been accredited with an A+ rating by the Better Business Bureau and garnered multiple industry awards since its inception in 2007. More information about the company can be found at www.hostpapa.com.

About Data Deposit Box Inc.:

Data Deposit Box is one of the world’s leading cloud backup and storage providers for IT Resellers, Managed Service Providers (MSPs), and Small and Medium Businesses (SMBs). The company’s patented technology allows SMB’s to backup and manage an unlimited number of devices (including Windows, macOS, iOS, Android, Synology and QNAP NAS) with one, easy to use app.

Since 2002, over 350,000 users and 200+ partners, in 53 countries, have trusted Data Deposit Box to bring them Protection Peace of Mind™. The company’s patented technology is backed by an industry leading Protection Guarantee™. For more information about Data Deposit Box, visit www.datadepositbox.com.

Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this press release.

Forward Looking Statements:

This news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “would”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company’s Management’s Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information..

For further information, contact:

Siva Cherla scherla@datadepositbox.com 1-866-430-2406

TORONTO: 1312343\1 (115310)