Data Deposit Box Inc. — Merger & Acquisition 2020

Feb 19, 2020

A DETAILED DESCRIPTION OF THE TRANSACTIONS DESCRIBED IN THIS LETTER OF TRANSMITTAL IS CONTAINED IN THE MANAGEMENT PROXY CIRCULAR OF DATA DEPOSIT BOX INC. DATED FEBRUARY 18, 2020 (THE “CIRCULAR”) MAILED TO DATA DEPOSIT BOX INC. SHAREHOLDERS IN CONNECTION WITH THE SPECIAL MEETING OF DATA DEPOSIT BOX INC. SHAREHOLDERS SCHEDULED TO BE HELD ON MARCH 13, 2020. YOU MAY OBTAIN A COPY OF THE CIRCULAR FROM THE CANADIAN SECURITIES REGULATORY AUTHORITIES AT WWW.SEDAR.COM. YOU MAY ALSO REQUEST A PAPER COPY FREE OF CHARGE BY CONTACTING CAPITAL TRANSFER AGENCY (THE “DEPOSITARY”) AT THE ADDRESS OF TELEPHONE NUMBERS SET OUT IN THIS LETTER OF TRANSMITTAL.

The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. The Depositary or your broker or other financial advisor can assist you in completing this Letter of Transmittal (see back page of this document for mailing, delivery and email address and telephone number of the Depositary).

LETTER OF TRANSMITTAL

This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany share certificates for common shares (the “ Common Shares ”) of Data Deposit Box Inc. (the “ Corporation ”) that are surrendered pursuant to the proposed amalgamation (the “ Amalgamation ”) of the Corporation, HostPapa, Inc. (HostPapa), and 1241017 B.C. Ltd. (“ Subco ”) and pursuant to the amalgamation agreement (the “ Amalgamation Agreement ”) among the Corporation, HostPapa and Subco. The Amalgamation Agreement is attached as Schedule “B” to the Circular provided to shareholders of the Corporation in connection with the special meeting of shareholders of the Corporation to be held on March 13, 2020, at which shareholders of the Corporation will be asked to consider and approve, among other things, the Amalgamation. The Circular contains important details with respect to the Amalgamation. Shareholders are encouraged to read the Circular in its entirety. Following the Amalgamation, share certificates which formerly represented Common Shares of the Corporation will represent the same number of Amalco Redeemable Preferred Shares, which shares shall be redeemed on the date of the Amalgamation as described more fully in the Circular. In each case, the Common Shares are referred to in this Letter of Transmittal as the “ Shares ”.

The completed letter of transmittal, accompanied by the share certificate(s) of the Company should be personally delivered or forwarded to Capital Transfer Agency ULC, 390 Bay Street, Suite 920, Toronto, ON M5H 2Y2.

DO NOT FORWARD SHARE CERTIFICATES TO THE HEAD OFFICE OF THE COMPANY.

The undersigned represents and warrants that the undersigned owns the number of Shares represented by the share certificate(s) described below and delivered herewith and that the undersigned has good title to the Shares represented by the share certificate(s), free and clear of all liens, charges and encumbrances, and has full power and authority to surrender the Shares.

Number on Certificate(s)	Name in which Registered	Number of Common Shares
		shown on face of certificate(s)

(Attach list if the space above is insufficient)

The above-listed share certificate(s) are delivered to the Depositary in connection with the redemption of Amalco Redeemable Preferred Shares following the Amalgamation of the Corporation and Subco. The undersigned authorizes and directs the Depositary to issue the cheque (s) in the name(s) indicated below for the consideration of the Redemption Price per Share to which the undersigned is entitled in respect of the Shares represented by the above-listed share certificate(s) pursuant to the Amalgamation Agreement and to mail such cheque(s) to the address

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indicated below or, if no instructions are given, in the name and to the address, if any, of the undersigned as the same appears on the share register maintained by the Corporation, or to hold such cheque(s) for pick-up at the office of the Depositary as indicated below.

Delivery

Mail or make available for delivery the cheque(s) as follows:

Mail as follows:

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----- Start of picture text ----- Name:Address:Postal Code:Phone Number:_____________________________________-or------ End of picture text -----

Make available for pick-up at the office of Capital Transfer Agency ULC, 920-390 Bay Street, Toronto Ontario, against a counter receipt.

Date: Signature of Shareholder(s):

IMPORTANT: THIS LETTER OF TRANSMITTAL MUST BE DATED AND SIGNED

Dated:

Signature of Shareholder:

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INSTRUCTIONS

1. Use of Letter of Transmittal

• a) Shareholders should read the accompanying Circular prior to completing this Letter of Transmittal.

• b) Each registered holder of common shares of the Corporation desiring to receive a cheque must send or deliver this Letter of Transmittal duly completed and signed (or an originally signed facsimile copy thereof) together with accompanying certificates representing the Shares (and other relevant documents, if any) to the Depository at the address set out below.

• c) Each registered holder of common shares of the Company desiring to receive a cheque, must fill in the delivery instructions and sign and date this Letter of Transmittal. If the delivery instructions are not completed, the a cheque will be mailed to the shareholder at the shareholder’s address recorded on the books of the Transfer Agent.

• d) Any registered holder will receive one cheque for each registration appearing on the existing certificate(s) of the Company delivered herewith and representing the aggregate number of shares represented by such certificate(s).

• e) The method used to deliver this Letter of Transmittal and any accompanying certificates representing Shares is at the option and risk of the Shareholder, and delivery will be deemed effective only when such documents are actually received. The Corporation recommends that the necessary documentation be hand delivered to the Transfer Agent, as applicable, at its office specified below, and a receipt obtained. If mail is used, registered mail, properly insured with acknowledgement of receipt requested, is suggested. Delivery will be effected only when documents are actually received by the Transfer Agent at the office set out below.

• f) The Corporation reserves the right if it so elects in its absolute discretion to instruct the Transfer Agent to waive any defect or irregularity contained in any Letter of Transmittal received by it.

2. Signatures

This Letter of Transmittal must be completed and signed by the holder of Shares or by such holder’s duly authorized representative (in accordance with paragraph 4 below of these instructions).

• a) If this Letter of Transmittal is signed by the registered owner(s) of the accompanying certificate(s), such signature(s) on this Letter of Transmittal must correspond with the name(s) as registered or as written on the face of such certificate(s) without any change whatsoever, and the certificate(s) need not be endorsed. If such deposited certificate(s) are owned of record by two or more joint owners, all such owners must sign the Letter of Transmittal.

• b) If this Letter of Transmittal is signed by a person other than the registered owner(s) of the accompanying certificate(s), or if a cheque is to be issued to a person other than the registered owner(s):

  • i. such deposited certificate(s) must be endorsed or be accompanied by appropriate share transfer power of attorney duly and properly completed by the registered owner(s); and

  • ii. the signature(s) on such endorsement or share transfer power of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the certificate(s) and must be guaranteed as noted in paragraph 3 of these instructions.

3. Guarantee of Signatures

A registered holder who wishes to have a cheque issued in the name(s) of a person(s) other than the registered holder(s) must fill in Part C as well as Part A and B of the Letter of Transmittal and must endorse the existing certificate(s) delivered with this Letter of Transmittal. The signature(s) of the registered holder(s) must correspond in every aspect with the name(s) appearing on the face of such certificate(s) and be guaranteed either by a member of the Stock Transfer Association Medallion (STAMP) Program or in some other manner satisfactory to the Transfer Agent.

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If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Shares or if the payment is to be made in a name other than the registered owner(s), or if Shares are to be returned to a person other than such registered owner(s), or sent to an address other than the address of the registered owner(s) as shown on the register of the Corporation, such signature must be guaranteed by a member of the Securities Transfer Association Medallion Program (STAMP), or in some other manner satisfactory to the Transfer Agent.

4. Fiduciaries, Representatives and Authorizations

Where this Letter of Transmittal is executed by a person on behalf of an executor, administrator, trustee, guardian, corporation, partnership or association or is executed by any other person acting in a representative capacity, this Letter of Transmittal must be accompanied by satisfactory evidence of the authority to act. The Corporation or the Transfer Agent, at their discretion, may require additional evidence of authority or additional documentation.

5. Miscellaneous

• a) If the space on this Letter of Transmittal is insufficient to list all certificates for Shares, additional certificate numbers and number of Shares may be included on a separate signed list affixed to this Letter of Transmittal.

• b) If Shares are registered in different forms (e.g., “John Doe” and “J. Doe”) a separate Letter of Transmittal should be signed for each different registration.

• c) No alternative, conditional or contingent deposits will be accepted.

• d) Additional copies of the Letter of Transmittal may be obtained from the Transfer Agent at its respective addresses set out below:

Capital Transfer Agency ULC Attention: Stock Transfer Department 390 Bay Street, Suite 920 Toronto, ON M5H 2Y2

• e) Any questions should be directed to the Transfer Agent: telephone number (416) 350-5007; facsimile number (416) 350-5008.

6. Lost Certificates

If a share certificate has been lost or destroyed, the Letter of Transmittal should be completed as fully as possible and forwarded to the Transfer Agent, as set out in Instruction 5 above, together with correspondence stating that the original certificate has been lost.

7. Waiver

The Corporation reserves the right, if it so elects, in its absolute discretion to instruct the Depositary to waive any defect or irregularity contained in any Letter of Transmittal received by it.