Eddy Smart Home Solutions Ltd.

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EDDY SMART HOME SOLUTIONS LTD. (formerly Aumento Capital VIII Corp.)

5255 Yonge Street, Suite 900 Toronto, ON, M2N 6P4

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 26, 2022

AND

MANAGEMENT INFORMATION CIRCULAR

JUNE 24, 2022

This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters referred to in this document, you should immediately contact your advisor.

5255 Yonge Street, Suite 900

Toronto, ON, M2N 6P4

NOTICE OF ANNUAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN that the annual and special meeting (the " Meeting ") of the shareholders of Eddy Smart Home Solutions Ltd. (the " Company ") will be held at the offices of Gowling WLG (Canada) LLP (1600 – 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5CX 1G5, Canada), on July 26, 2022, beginning at 11:00 am (Toronto time) for the following purposes:

to place before the Meeting the audited financial statements of the Company for the fiscal year ended December 31, 2021, and the accompanying report of the auditors thereon;
to set the number of directors of the Company at seven and to elect Travis Allan, Mark Silver, Chris Gower, Paul Pathak, Gary Goodman, George Krieser and William Jones as directors of the Company to hold office until the next annual meeting of the Company, or until their earlier resignation or such time as their successors are duly elected or appointed in accordance with the Company's constating documents;
to appoint KPMG LLP as the auditors of the Company for the fiscal year ending December 31, 2022 at remuneration to be fixed by the board of directors of the Company (the " Board ");
to consider, and if thought appropriate, pass an ordinary resolution approving the amended and restated 10% rolling stock option plan of the Company; and
to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

The management information circular (the " Information Circular ") accompanying this notice of Meeting (the " Notice of Meeting ") provides additional 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. The Board has fixed June 24, 2022 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the Information Circular.

Notice Regarding COVID-19: Meeting attendance is subject to all laws, regulations and public health measures applicable to indoor public gatherings as of July 26, 2022, including any capacity limits, proof of vaccination requirements and mask mandates. It is recommended that shareholders vote by proxy due to the unpredictability of restrictions resulting from the ongoing COVID-19 pandemic.

If you are a registered shareholder of the Company and unable to attend the Meeting, please exercise your right to vote by: (a) completing, dating, signing and returning the form of proxy in the enclosed proxy return envelope to TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, Canada, M5H 4H1; (b) logging on to www.voteproxyonline.comand entering your control number as instructed on the login page; or (c) faxing the completed form of proxy to (416) 595-9593. A completed proxy must be received at TSX Trust Company no later than 11:00 am (Toronto time) on July 22, 2022 or at least 48 hours (excluding Saturdays, Sundays and holidays) preceding any adjournment of the Meeting. Late proxies may be accepted or rejected by the chairman of the Meeting in their discretion, and the chairman is under no obligation to accept or reject any particular late proxies.

If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, or a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (each, an " Intermediary "), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Toronto, Ontario, this 24[th] day of June, 2022.

By Order of the Board of Directors of

EDDY SMART HOME SOLUTIONS LTD.

"Mark Silver" Mark Silver Executive Chairman

PLEASE VOTE. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED FORM OF PROXY AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED.

EDDY SMART HOME SOLUTIONS LTD.

5255 Yonge Street, Suite 900

Toronto, ON, M2N6P4

MANAGEMENT INFORMATION CIRCULAR June 24, 2022

INTRODUCTION

This management information circular (the " Information Circular ") accompanies the notice (the " Notice ") of the annual and special meeting of shareholders (the " Meeting ") of Eddy Smart Home Solutions Ltd. (the " Company "), to be held beginning at 11:00 am (Toronto time) on July 26, 2022 at the offices of Gowling WLG (Canada) LLP (1600 – 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5CX 1G5, Canada), and is furnished to shareholders holding common shares of the Company (each, a " Share "), in connection with the solicitation by the management of the Company of proxies to be voted at the Meeting, or at any adjournment or postponement thereof.

Due to the ongoing COVID-19 pandemic, attendance at the Meeting is subject to all laws, regulations and public health measures applicable to indoor public gatherings as of July 26, 2022, including any capacity limits, proof of vaccination requirements and mask mandates. It is recommended that shareholders vote by proxy due to the unpredictability of restrictions resulting from the ongoing COVID-19 pandemic.

Date and Currency

This Information Circular is dated June 24, 2022 and, unless otherwise indicated, the information provided in this Information Circular is given as of such date. Unless otherwise stated, all amounts herein are in Canadian dollars.

PROXIES AND VOTING RIGHTS

Management Solicitation

The solicitation of proxies by management of the Company will be conducted primarily by mail and may be supplemented by telephone or other personal contact to be made without special compensation to any of the directors, officers and employees of the Company. No solicitation is expected to be made by specifically engaged employees or soliciting agents. The costs of the solicitation of proxies by management for use at the Meeting will be borne by the Company.

No person has been authorized to give any information or to make any representation other than as contained in this Information Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Information Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Information Circular. This Information Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized or is unlawful, or in which the person making such solicitation is not qualified to do so.

Appointment of Proxy

The board of directors of the Company (the " Board ") have fixed June 24, 2022 as the record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting (the " Record Date "). Only shareholders of record at the close of business on the Record Date are entitled to receive notice of and vote at the Meeting. A shareholder is entitled to one vote for each Share that such shareholder holds on the Record Date on the resolutions to be voted upon at the Meeting, and any other matter to come before the Meeting. Registered shareholders may attend the Meeting in person or be represented by proxy. Non-registered holders of Shares should read the information under the heading " Advice to Beneficial Shareholders ".

The persons named as proxyholders in the enclosed form of proxy (the " Designated Persons ") are directors and/or officers of the Company.

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER OF THE COMPANY), OTHER THAN THE DESIGNATED PERSONS NAMED IN THE ENCLOSED FORM OF PROXY, TO ATTEND AND ACT FOR OR ON BEHALF OF THAT SHAREHOLDER AT THE MEETING.

A SHAREHOLDER MAY EXERCISE THIS RIGHT BY STRIKING OUT THE PRINTED NAMES OF THE DESIGNATED PERSONS AND INSERTING THE NAME OF SUCH OTHER PERSON AND, IF DESIRED, AN ALTERNATE TO SUCH PERSON, IN THE BLANK SPACE PROVIDED ON THE FORM OF PROXY. SUCH SHAREHOLDER SHOULD NOTIFY THE NOMINEE OF THE APPOINTMENT, OBTAIN THE NOMINEE'S CONSENT TO ACT AS PROXY, AND PROVIDE INSTRUCTION TO THE NOMINEE ON HOW THE SHAREHOLDER'S SHARES SHOULD BE VOTED. THE NOMINEE MUST BRING PERSONAL IDENTIFICATION TO THE MEETING.

If you are a registered shareholder of the Company and unable to attend the Meeting, please exercise your right to vote by: (a) completing, dating, signing and returning the form of proxy in the enclosed proxy return envelope to TSX Trust Company (the " Transfer Agent "), 100 Adelaide Street West, Suite 301, Toronto, Ontario, Canada, M5H 4H1; (b) logging on to www.voteproxyonline.comand entering your control number as instructed on the login page; or (c) faxing the completed form of proxy to (416) 595-9593. A completed proxy must be received at TSX Trust Company no later than 11:00 am (Toronto time) on July 22, 2022 or at least 48 hours (excluding Saturdays, Sundays and holidays) preceding any adjournment of the Meeting. Late proxies may be accepted or rejected by the chairman of the Meeting in their discretion, and the chairman is under no obligation to accept or reject any particular late proxies.

A proxy may not be valid unless it is dated and signed by the shareholder who is giving it or by that shareholder's attorney-in-fact duly authorized by that shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney-in-fact for the corporation. If a form of proxy is executed by an attorney-in-fact for an individual shareholder or joint shareholders, or by an officer or attorney-in-fact for a corporate shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarially certified copy thereof, must accompany the form of proxy.

Revocation of Proxies

A shareholder who has given a proxy may revoke it at any time before it is exercised by an instrument in writing (including another completed form of proxy): (a) executed by that shareholder or by that shareholder's attorney-infact authorized in writing or, where the shareholder is a corporation, by a duly authorized officer of, or attorney-infact for, the corporation; and (b) delivered either: (i) to the Company at the address set forth above, at any time up to and including the last business day preceding the day of the Meeting or, if adjourned or postponed, any reconvening thereof, (ii) to the Chairman of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (iii) in any other manner provided by law.

Also, a proxy will automatically be revoked by either: (i) attendance at the Meeting and participation in a poll (ballot) by a shareholder, or (ii) submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to any such revocation.

Voting of Shares and Proxies and Exercise of Discretion by Designated Persons

A shareholder may indicate the manner in which the Designated Persons are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space. If the instructions as to voting indicated in the proxy are certain, the Shares represented by the proxy will be voted for, against, or withheld from voting in accordance with the instructions given in the proxy. If the shareholder specifies a choice in the proxy with respect to a matter to be acted upon, then the Shares represented will be voted or withheld from the vote on that matter accordingly. The Shares represented by a proxy will be voted for, against, or withheld from voting in accordance with the instructions of the shareholder on

any ballot that may be called for, and if the shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

IF NO CHOICE IS SPECIFIED IN THE PROXY WITH RESPECT TO A MATTER TO BE ACTED UPON, THE PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO THAT MATTER UPON THE DESIGNATED PERSONS. IT IS INTENDED THAT THE DESIGNATED PERSONS WILL VOTE THE SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED IN THE PROXY, INCLUDING FOR THE ELECTION OF THE NOMINEES IDENTIFIED HEREIN AS DIRECTORS OF THE COMPANY AND THE APPOINTMENT OF THE COMPANY'S AUDITOR.

The enclosed form of proxy confers discretionary authority upon the Designated Persons with respect to other matters which may properly come before the Meeting, including any amendments or variations to any matters identified in the Notice, whether or not any such amendment or variation is routine or contested. At the date of this Information Circular, management of the Company is not aware of any such amendments, variations or other matters to come before the Meeting.

In the case of abstentions from, or withholding of, the voting of the Shares of a shareholder on any matter, the Shares that are the subject of the abstention or withholding will be counted for determination of a quorum but will not be counted as affirmative or negative on the matter to be voted upon.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set out in this section is of significant importance to many holders of Shares, as a substantial number of shareholders of the Company do not hold Shares in their own name. Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders are "non-registered" shareholders because the Shares they own are not registered in their names but are instead registered in the name of a brokerage firm, bank or trust company. More particularly, a person is not a registered shareholder in respect of Shares which are held on behalf of that person (i.e., such person is a "beneficial shareholder", referred to herein as a " Non-Registered Holder "). Shares beneficially owned by 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 Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators or selfadministered RRSP's, RRIF's, RESPs and similar plans); or (b) in the name of a clearing agency (such as CDS Clearing and Depositary Services Inc.) of which the Intermediary is a participant.

Intermediaries are required to forward the Notice, Information Circular and form of proxy for the Meeting (collectively, the " Meeting Materials ") to Non-Registered Holders, unless a Non-Registered Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to NonRegistered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

(a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Holder when submitting the proxy. In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with the Transfer Agent as provided above; or
(b) more typically, be given a voting instruction form 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 company, will constitute voting instructions (often called a "voting instruction form") which the Intermediary must follow. Typically, the voting instruction form will consist of a one page pre-printed form. Sometimes, instead of a one page pre-printed form, the voting instruction form will consist of a regular printed proxy form accompanied by 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 voting instruction form, the Non-Registered Holder must remove the
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label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit a Non-Registered Holder to direct the voting of the Shares which they beneficially own. Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the Designated Persons and insert the Non-Registered Holder's name in the blank space provided. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

There are two kinds of beneficial owners – those who object to their name being made known to the issuers of securities which they own (i.e., objecting beneficial owners, referred to herein as " OBO s") and those who do not object to the issuers of the securities they own knowing who they are (i.e., non-objecting beneficial owners, referred to herein as " NOBOs "). Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators (" NI 54-101 "), issuers can obtain a list of their NOBOs from Intermediaries for distribution of proxy-related materials directly to NOBOs. In accordance with the requirements set out in NI 54-101, the Company has distributed copies of the Meeting Materials to the clearing agencies and Intermediaries (or their agents) for onward distribution to all Non-Registered Holders.

These Meeting Materials are being sent to both registered shareholders and Non-Registered Holders pursuant to NI 54-101. If you are a Non-Registered Holder who is a NOBO, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding Shares on your behalf. The Company's management does not intend to pay for Intermediaries to forward to OBOs the Meeting Materials, and OBOs will not receive the Meeting Materials unless the OBOs' Intermediary assumes the cost of such delivery.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of Shares without par value. As of the Record Date, a total of 79,528,619 Shares were issued and outstanding. Each Share carries the right to one vote on each matter at the Meeting.

Only registered shareholders as of the record date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting.

To the knowledge of the directors and senior officers of the Company, as at the Record Date, each person or company that beneficially owns, directly or indirectly, or exercises control or direction over, Shares carrying more than 10% of the voting rights attached to the outstanding Shares of the Company is set out in the below table.

Name of security holder	Approximate number of securities beneficially owned, controlled or directed	Percentage of class of outstanding voting securities
Mark Silver	11,708,531 Shares(1)	14.7%

Notes:

(1) 5,779,286 Shares are held by Shalcor Management Inc. (" Shalcor ") and 2,246,556 Shares are held by York Plains Investment Corp., corporations in which Mark Silver is the controlling shareholder. 3,682,689 Shares are held personally by Mark Silver.

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Presentation of Financial Statements

At the Meeting, the Company's audited financial statements for the fiscal year ended December 31, 2021, and the accompanying report of the auditors thereon, will be laid before shareholders at the Meeting. No vote by shareholders is required with respect to this matter.

2. Number and Election of Directors

The Board presently consists of six directors, being Travis Allan, Mark Silver, Chris Gower, Paul Pathak, Gary Goodman and George Krieser. The shareholders are required to elect the directors of the Company to hold office until the next annual meeting of shareholders or until the successors of such directors are elected or appointed.

Shareholders will be asked at the Meeting to pass an ordinary resolution to set the number of directors for the ensuing year at seven. To be approved, an ordinary resolution needs to be passed by at least a majority of the votes cast by the shareholders present at the Meeting, or represented by proxy, and entitled to vote at the Meeting.

Management recommends the approval of setting the number of directors of the Company at seven. Unless otherwise indicated, the Designated Persons will vote the Shares represented by a form of proxy FOR the resolution fixing the number of directors at seven.

Advance Notice

At the shareholders' meeting of the Company held on November 29, 2021, the shareholders adopted an advance notice by-law with respect to director nominations. Subject only to the Business Corporations Act (Ontario) and the Company's by-laws, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. Nominations of persons for election to the Board may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors: (a) by or at the direction of the Board, including pursuant to a notice of meeting; (b) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Business Corporations Act (Ontario), or a requisition of the shareholders made in accordance with the provisions of the Business Corporations Act (Ontario); or (c) by any person (a " Nominating Shareholder "): (A) who, at the close of business on the date of the giving of the notice provided for in the advance notice by-law and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more Shares carrying the right to vote at such meeting or who beneficially owns Shares that are entitled to be voted at such meeting; and (B) who complies with the notice procedures set forth in the advance notice by-law.

In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the corporate secretary of the Company at the principal executive offices of the Company. To be timely, a Nominating Shareholder's notice to the secretary of the Company must be made: (a) in the case of an annual meeting of shareholders, not less than 30 days prior to the date of the annual meeting of shareholders; provided, however, (i) that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the " Notice Date ") on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10th) day following the Notice Date; and (ii) the Company uses "notice-and-access" (as defined in National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer) to send proxy-related materials to shareholders in connection with an annual meeting, notice must be received not less than 40 days before the date of the annual meeting; and (b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made. In no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder's notice as described above.

Management Nominees

The following table sets out certain biographical and other information with respect to each of the directors of the Company who will be nominated by management of the Company for election to the Board (the " Nominees "):

Name, Place of Residence and Position(s) with the Company	Principal Occupation(1)	Director Since	Number of Shares Beneficially Owned(1)
Travis Allan Ontario, Canada CEO and Director	CEO and Director of the Company.	January, 2022	6,248,395(3)
Mark Silver Ontario, Canada Director	From 2000 to present, President of Ajax Estates Holdings Ltd., a holding company, operating and managing a portfolio of industrial properties in Ajax, Ontario, Canada.	January, 2022	11,708,531(4)
Chris Gower(2) Alberta, Canada Director	From 1995 to present, COO of PCL Construction Holdings Ltd., part of the PCL family of companies, providing general contracting, construction management, design- build and preconstruction services to a wide variety of clients in the buildings, civil and industrial markets in the United States, Canada and Australia.	January, 2022	Nil
Paul Pathak Ontario, Canada Director	Since 1996, Partner at Chitiz Pathak LLP.	November, 2020	200,000(5)
Gary Goodman(2) Ontario, Canada Director	Corporate director from 2009 to present.	January, 2022	336,241
George Krieser(2) Ontario, Canada Director	From 1980 to present, President of Total Credit Recovery Limited, a Canadian-owned collection agency.	January, 2022	504,867
William Jones Ontario, Canada Proposed Director	From 2018 to present, Partner, Client Relationships, Ewing Morris & Co. Investment Partners Inc. Prior to 2018, Partner at Borden Ladner Gervais LLP	N/A	Nil

Notes:

(1) Information has been furnished by the respective nominees individually.

(2) Member of the Audit Committee of the Board. For more information, please see the heading entitled "Audit Committee Disclosure".
(3) Inclusive of Shares owned by 1376218 Ontario Inc., a private company controlled by Travis Allan.
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(4) 5,779,286 Shares are held by Shalcor and 2,246,556 Shares are held by York Plains Investment Corp., corporations in which Mark Silver is the controlling shareholder. 3,682,689 Shares are held personally by Mark Silver.
(5) Represents securities held by Paul Pathak Professional Corporation, a private company controlled by Paul Pathak.

Management does not contemplate that any of the Nominees will be unable to serve as directors. If any vacancies occur in the slate of Nominees listed above before the Meeting, then, subject to applicable law, the Designated Persons intend to exercise discretionary authority to vote the Shares represented by proxies for the election of any other persons as directors. Travis Allan, Mark Silver, Chris Gower, Paul Pathak, Gary Goodman and George Krieser are standing for re-election as directors of the Company. William Jones is nominated for inaugural election and further details about William Jones are provided below.

William Jones

Mr. Jones is a senior business leader with broad experience in investment management, corporate and commercial law, and a track record for developing value-creating relationships. Has more than 15 years of relationship-driven experience focused on alternative investments including hedge funds, private equity/debt, venture capital, M&A, and restructurings. Mr. Jones currently acts as a Partner, Client Relationships at Ewing Morris & Co. Investment Partners Inc. where he is responsible for both existing and new client and stakeholder relationships. Prior to working at Ewing Morris & Co. Investment Partners Inc., Mr. Jones was a partner at Borden Ladner Gervais LLP in Toronto.

Management recommends the election of each of the Nominees as a director of the Company. The Designated Persons intend to vote FOR the election of each of the Nominees, unless a shareholder has specified in their form of proxy that the Shares represented by such a form of proxy are to be withheld from voting in respect thereof.

Corporate Cease Trade Orders

Other than as disclosed below, to the best of management's knowledge, no proposed director of the Company has, within 10 years before the date of this Information Circular, been a director or officer of any company that, while that person was acting in that capacity, (i) was the subject of a cease trade or similar order or an order that denied that person or company access to any exemption under securities legislation for a period of more than 30 consecutive days, or (ii) was subject to an event that resulted, after the director or officer ceased to be a director or officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days.

Paul Pathak was formerly a director of Wayland Group Inc. (" Wayland "), a reporting issuer previously listed on the Canadian Securities Exchange. In April 2019, the Ontario Securities Commission issued a failure to file cease trade order against Wayland as a result of Wayland's failure to file its audited financial statements for the year ended December 31, 2018. Subsequently, in December 2019, Wayland was granted an order from the Ontario Superior Court of Justice (commercial list) under the Companies' Creditors Arrangement Act.

Bankruptcies

To the best of management's knowledge, other than as disclosed above in respect of Wayland, no proposed director of the Company: (i) is or has been within the 10 years before the date of this Information Circular, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, 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; or (ii) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets.

Penalties and Sanctions

To the best of management's knowledge, no proposed director of the Company has been subject to: (a) 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 securities regulatory authority; or (b) 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.

3. Appointment of Auditor

It is proposed that KPMG LLP, located at 21 King Street W, Suite 700, Hamilton, Ontario L8P 4W7, be appointed as auditor of the Company for the financial year ending December 31, 2022. KPMG LLP was first appointed as auditor of the Company on May 26, 2022 upon the resignation of Davidson & Company LLP.

In compliance with National Instrument 51-102 - Continuous Disclosure Obligations (" NI 51-102 "), a copy of the Notice of Change of Auditor prepared in respect of the resignation of Davidson & Company LLP and the appointment of KPMG LLP, together with the response letters of each of Davidson & Company LLP and KPMG LLP (collectively, the " Reporting Package ") were reviewed by the Board and have been attached as Schedule "A" to this Information Circular. A copy of the Reporting Package has been filed with the applicable securities regulatory authorities. Pursuant to the Reporting Package, the Company confirms that the auditor's reports on the annual financial statements of the Company for the two most recently completed fiscal years did not contain any reservations, and there were no reportable events as defined in section 4.11 of NI 51-102.

At the Meeting, shareholders will be asked to vote for the appointment of KPMG LLP, to serve as auditor of the Company for the Company's fiscal year ending December 31, 2022, at a remuneration to be fixed by the Board.

Management recommends shareholders vote FOR the appointment of KPMG LLP as the Company's auditor for the Company's fiscal year ending December 31, 2022 at remuneration to be fixed by the Board. Unless the shareholder has specified in the enclosed form of proxy that the Shares represented by that proxy are to be withheld from voting in the appointment of auditors, the persons named in the enclosed form of proxy intend to vote FOR the foregoing resolution. To be effective, the resolution respecting the appointment of auditors must be approved by at least a majority of the votes cast at the Meeting.

4. Amended and Restated Stock Option Plan

At the Meeting, shareholders of the Company will be asked to consider and, if thought appropriate, to pass an ordinary resolution in the form set out below, approving the amended and restated stock option plan of the Company (the " Option Plan "). Additional information regarding the Option Plan can be found at "Stock Option Plan", and in full at Schedule "B" to this Information Circular.

The changes to the Option Plan are being made to ensure the plan is in compliance with the new TSX Venture Exchange Policy 4.4 – Security Based Compensation . The below list contains the key amendments to the Option Plan from the stock option plan of the Company that was previously approved by the shareholders of the Company at the shareholder meeting of the Company held on November 29, 2021 (the " Old Plan "):

The adjustment provisions of the Old Plan allowed for an adjustment in the number of Shares reserved for issuance pursuant to previously issued Options (as hereinafter defined) in the case of subdivisions, consolidations or reclassifications of the Shares; the payment of dividends by the Company; or any change in share structure as a result of any merger, amalgamation or reorganization of the Company, such that the number of Shares issuance pursuant to Options would be adjusted proportionately to account for such events. The Option Plan, as amended, also requires that any adjustment to the number of Shares issuable pursuant to previously issued Options will require TSX Venture Exchange approval prior to becoming effective, except in the case of adjustments as a result of a Share split or Share consolidation.
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The Option Plan includes a revised amendment provision, setting forth the amendments to the Option Plan or Options issued thereunder that may be made by the Board, and those which require shareholder approval. Under the Option Plan, amendments to any of the following provisions of the Option Plan will be subject to shareholder approval:
persons eligible to be granted Options;
the maximum number or percentage of Shares that may be reserved for issuance pursuant to the exercise of Options;
the limitations on the number of Options that may be granted to any one person or any category of persons (such as, for example, insiders of the Company);
the method for determining the exercise price;
the maximum term of Options;
the expiry and termination provisions applicable to Options; and
the amendment provisions of the Option Plan.

The Option Plan provides that the Board may amend the terms of an Option to reduce the number of Shares issuable thereunder, increase the exercise price; or cancel an Option; without TSX Venture Exchange or shareholder approval provided the Company issues a news release outlining the terms of the amendment. All other amendments to the Options will be subject to the policies of the TSX Venture Exchange, including approval thereof by the TSX Venture Exchange and shareholders of the Corporation, as applicable.

In addition, the Option Plan will require that disinterested shareholder approval be obtained for any reduction in the exercise price or to extension to the expiry date of an Option if the participant is an insider at the time of the proposed amendment.

At the Meeting, shareholders will be asked to pass an ordinary resolution approving the Option Plan (the " Stock Option Plan Resolution ") in the following form:

"BE IT RESOLVED, as an ordinary resolution, that:
a) The Company's amended and restated stock option plan is approved;
b) The Board of Directors be authorized on behalf of the Company to make any further amendments to the amended and restated stock option plan as may be required by regulatory authorities, without further approval of the shareholders of the Company, in order to ensure adoption of the amended and restated stock option plan;
c) The Company file the amended and restated stock option plan with the TSX Venture Exchange for acceptance; and
d) Any one director or officer of the Company is authorized and directed to do all such acts and things and to execute and deliver all such deeds, documents, instruments and assurances as in his opinion may be necessary or desirable to give effect to this resolution."

The Company's Board unanimously recommends that shareholders vote FOR the Stock Option Plan Resolution.

In order to be effective, the Stock Option Plan Resolution must be approved by a majority (50%) of the votes cast by shareholders who vote in respect of the Stock Option Plan Resolution.

The Designated Persons intend to vote FOR the election of each of the Nominees, unless a shareholder has specified in their form of proxy that the Shares represented by such a form of proxy are to be voted against the Stock Option Plan Resolution.

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STATEMENT OF EXECUTIVE COMPENSATION

General

Securities laws require that a "Statement of Executive Compensation" in accordance with Form 51-102F6V be included in this Information Circular. Form 51-102F6V prescribes the disclosure requirements in respect of the compensation of certain executive officers (NEOs, as defined below) and directors of reporting issuers. For the purposes of this Information Circular:

" NEO " or " named executive officer " means each of the following individuals:

(a) each individual who served as chief executive officer (" CEO ") of the Company, or who performed functions similar to a CEO, during any part of the most recently completed financial year;
(b) each individual who served as chief financial officer (" CFO ") of the Company, or who performed functions similar to a CFO, during any part of the most recently completed financial year;
(c) the most highly compensated executive officer of the Company or any of its subsidiaries (if any) other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V, for that financial year; and
(d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at the end of that financial year;

The Company completed a reverse take-over transaction by way of a three-corned amalgamation on January 13, 2022, pursuant to which Eddy Smart Home Solutions Inc. (" Eddy "), a private entity, amalgamated with a subsidiary of the Company. The former shareholders of Eddy became the majority shareholders of the Company, the business of the Company became the business of Eddy, and the Company was renamed Eddy Smart Home Solutions Ltd. (the " RTO "). Information disclosed herein in respect of NEOs is for the Company as of December 31, 2021, prior to the completion of the RTO.

For the purposes of this Statement of Executive Compensation, the Company only had one NEO for the financial year ended December 31, 2021, being Roger Daher, President, CEO, CFO, Corporate Secretary and director. Roger Daher resigned from his officer and director positions in connection with the completion of the RTO.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company and its subsidiaries, excluding compensation securities, to each NEO and director, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for service provided and for services to be provided, directly or indirectly, to the Company or any subsidiary thereof, for the periods indicated:

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Name and Position	Year(1)	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites(2) ($)	Value of All Other Compensation ($)	Total Compensation ($)
Roger Daher(2) Former President, CEO, CFO, Corporate Secretary and Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Paul Pathak Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
David Danziger (3) Former Director	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Notes:

(1) For the financial years of the Company ended December 31, 2021 and 2020.
(2) Roger Daher resigned as President, CEO, CFO, Corporate Secretary and a Director of the Company in January 2022 in connection with the completion of the RTO.
(3) David Danziger resigned as a Director of the Company in January 2022 in connection with the completion of the RTO.

Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each director and NEO by the Company, or any subsidiary thereof, in the year ended December 31, 2021 for services provided or to be provided, directly or indirectly, to the Company or any subsidiary thereof:

Name and Position	Type of compensation security	Number of compensation securities, number of underlying securities and percentage of class(2)	Date of issue or grant	Issue, conversion or exercise price	Closing price of security or underlying security on date of grant	Closing price of security or underlying security at year end	Expiry Date
Roger Daher Former President, CEO, CFO, Corporate Secretary and Director	Options(1)	100,000 5% of Shares	February 17, 2026	$0.50	$0.50	$0.55	February 17, 2026
Paul Pathak Director	Options(1)	50,000 2.5% of Shares	February 17, 2026	$0.50	$0.50	$0.55	February 17, 2026
David Danziger Former Director	Options(1)	50,000 2.5% of Shares	February 17, 2026	$0.50	$0.50	$0.55	February 17, 2026

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Notes:

(1) Each Option is exercisable for one Share.

(2) Represents the percentage of the issued and outstanding Shares of the Company as at December 31, 2012, being 2,000,000 Shares.

Exercise of Compensation Securities by Directors and NEOs

No director or NEO exercised or redeemed any compensation securities during the Company's most recently completed fiscal year ended December 31, 2021.

Stock Option Plan

The purpose of the Option Plan will be to attract, retain and motivate employees, directors, officers and consultants by granting to them options to purchase Shares (" Options ").

Administration and Eligibility

The Option Plan is administered by the Board. Employees, directors, officers and consultants of the Company and its designated subsidiaries are eligible to participate in the Option Plan.

Shares Subject to the Option Plan and Participation Limits

The maximum number of Shares that will be available for issuance under the Option Plan cannot exceed 10% of the number of issued and outstanding Shares from time to time, subject to applicable adjustments. If any Options granted under the Option Plan expire, terminate or are cancelled for any reason without being exercised, the Shares previously reserved for issuance thereunder will be available for subsequent issuance pursuant to new Option grants.

The aggregate number of Options granted: (i) to any one eligible participant within any one-year period, cannot exceed 5% of the issued and outstanding Shares; (ii) any one eligible participant who is a consultant within any one-year period cannot exceed 2% of the issued and outstanding Shares; (iii) to all eligible participants that are retained to provide "Investor Relation Activities" (as defined in the polices of the TSX Venture Exchange) cannot exceed 2% of the issued and outstanding Shares within any one-year period; (iv) to insiders within a one-year period, cannot exceed 10% of the issued and outstanding Shares, calculated on the applicable grant date. In addition, the total number of Shares reserved for issuance pursuant to Options granted to insiders cannot exceed 10% of the issued and outstanding Shares, at any given time.

Options

The exercise price for Options will be determined by the Board, which may not be less than the Discounted Market Price (as such term is defined in the policies of the TSX Venture Exchange) for the Shares.

Options must be exercised within a period fixed by the Board that may not exceed 10 years from the date of grant.

Termination of Employment

Upon the death of an Option holder, the Option shall terminate on a date determined by the Board, which date shall not be later than the earlier of the expiration date of the Option and one year from the date of death of the Option holder. If the Option holder ceases to be a director, officer, employee or consultant of the Company, their Options shall terminate on the earlier of the expiry date of the Option and a date determined at the time of grant of the Option, which shall not be more than 90 days following termination.

Adjustments

The Option Plan provides for an adjustment in the number of Shares reserved for issuance pursuant to previously issued Options in the case of subdivisions, consolidations or reclassifications of the Shares; the payment of dividends

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by the Company; or any change in share structure as a result of any merger, amalgamation or reorganization of the Company, such that the number of Shares issuance pursuant to Options would be adjusted proportionately to account for such events. The Option Plan, as amended, also requires that any adjustment to the number of Shares issuable pursuant to previously issued Options will require TSX Venture Exchange approval prior to becoming effective, except in the case of adjustments as a result of a Share split or Share consolidation.

Amendments

The Option Plan, as revised, allows for the Board to make amendments to the Option Plan or Options issued thereunder, except in such cases as an amendment would be prejudicial to a holder of previously issued Options without their consent. In addition, amendments to any of the following provisions of the Option Plan will be subject to shareholder approval:

persons eligible to be granted Options;
the maximum number or percentage of Shares that may be reserved for issuance pursuant to the exercise of Options;
the limitations on the number of Options that may be granted to any one person or any category of persons (such as, for example, insiders of the Company);
the method for determining the exercise price;
the maximum term of Options;
the expiry and termination provisions applicable to Options; and
the amendment provisions of the Option Plan.

Employment, Consulting and Management Agreements

The Company has no employment contracts with any named executive officer. There are no plans or arrangements in respect of any compensation received or that may be received by a named executive officer for the period ended December 31, 2021 in respect of compensating such director or officer in the event of termination (as a result of resignation, retirement or change of control) or in the event of change of responsibilities following a change of control.

Oversight and Description of Director and NEO Compensation

When determining compensation policies and individual compensation levels for the Company's executive officers, a variety of factors are considered including: the overall financial and operating performance of the Company; each executive officer's individual performance and contribution towards meeting corporate objectives; each executive officer's level of responsibility and length of service; and industry comparables.

The Company's compensation philosophy for its executive officers will follow three underlying principles: to provide compensation packages that encourage and motivate performance; to be competitive with other companies in the industry in which it operates, which are of similar size and scope of operations, so as to attract and retain talented executives; and to align the interests of its executive officers with the long-term interests of the Company and its shareholders through stock related programs.

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The Company's compensation arrangements for its directors and officers, may, in addition to salary, include compensation in the form of bonuses upon the achievement of certain milestones and the granting of Options. The compensation policy of the Company may be re-evaluated in the future to emphasize increased base salaries and/or cash bonuses with a reduced reliance on option awards, depending upon the future development of the Company and other factors which may be considered relevant by the Board, from time to time.

Directors are entitled to receive Options in accordance with the terms of the Option Plan and will be reimbursed for any out-of-pocket travel expenses incurred to attend meetings of the Board, committees of the Board or meetings of the shareholders of the Company. It is also anticipated that the Company will obtain customary insurance for the benefit of its directors and enter into indemnification agreements with its directors pursuant to which the Company will agree to indemnify its directors to the extent permitted by law.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth details regarding the number of Shares authorized for issuance from treasury under the Company's Option Plan as at December 31, 2021.

Plan Category	Number of shares to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by shareholders	200,000	$0.50	None
Equity compensation plans not approved by shareholders	Nil	N/A	Nil
Total	200,000	$0.50	None

For information regarding the material terms of the Company's equity compensation plans, please see the heading entitled " Statement of Executive Compensation – Stock Option Plan ".

AUDIT COMMITTEE DISCLOSURE

National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators (" NI 52-110 ") requires the Company, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of the audit committee of the Board (the " Audit Committee ") and its relationship with its independent auditor.

The Audit Committee Charter

The full text of the Company's Audit Committee Charter is attached to this Information Circular at Schedule "C".

Composition of the Audit Committee

The Company's Audit Committee is currently comprised of three directors consisting of George Krieser, Gary Goodman, and Chris Gower (Chair). All three Audit Committee members are considered "independent" and "financially literate", as such terms are defined in NI 52-110. Each Audit Committee member has the industry experience necessary to understand and analyze financial statements of the Company, as well as the understanding of internal controls and procedures necessary for financial reporting.

The mandate of the Audit Committee will be to assist the Board in fulfilling its oversight responsibilities relating to financial accounting, reporting and internal controls for the Company. The Audit Committee will be responsible for: conducting reviews and discussions with management and the external auditors relating to the audit and financial

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reporting; assessing the integrity of internal controls and financial reporting procedures; ensuring implementation of internal controls and procedures; reviewing the quarterly and annual financial statements and management's discussion and analysis of the Company; selecting and monitoring the independence, performance and remuneration of the external auditors; oversight of all disclosure relating to financial information. The Audit Committee will also be responsible for reviewing and following the procedures established in the Company's codes, policies and guidelines as may be established from time to time.

Relevant Education and Experience

George Krieser

Mr. Krieser founded Total Credit Recovery Limited ("TCR") in 1980 and is the President and Chief Executive Officer. TCR is the largest 100% Canadian-owned and operated collection agency, solely collecting Canadian debt. With over 40 years of experience, Mr. Krieser has developed a reputation as a well respected industry leader and is considered an expert in the field of accounts receivables management and debt collections. In addition, Mr. Krieser has gained significant experience in the real estate development and management industry, owning and operating commercial and industrial properties in both Canada and the United States. Mr. Krieser previously served as a Director of Universal Energy, which was sold in 2009 to Just Energy Group Inc. He also served as a member of the board of directors of Baycrest Foundation and as a member of the fundraising committee for UJA Federation of Greater Toronto. Through his work as a director of Just Energy, Mr. Krieser gained experience and understanding of account principles used by an organization to prepare financial statements and an understanding of internal controls and procedures utilized by public companies for financial reporting.

Gary Goodman

Mr. Goodman is a Trustee and Chair of the Audit & Risk committee of Boardwalk Real Estate Investment Trust., a former Chairman of Huntingdon Capital Corp., trustee of Gazit America & Brightpath Early Learning, and is a member of the advisory boards of the Vision Funds. Mr. Goodman was previously Executive Vice President of Reichmann International where he served as a senior financial executive and trusted advisor to Mr. Paul Reichmann and his affiliated companies & REIT's for over 30 years. Mr. Goodman was actively involved as a senior financial executive in Paul Reichmann's Olympia & York Developments; the acquisition & development of Canary Wharf, the IPO's of CPL REIT and IPC (US) REIT, where he served as President & CEO. He was a director of Campeau Corporation, Trilon Financial Corporation, Catellus Corporation and Brinco Mining. Mr. Goodman is a Chartered Accountant (Gold Medalist) and has a Bachelor of Commerce degree from the University of Toronto and is a graduate of the Rotman Directors Program. Mr. Goodman has a strong understanding of accounting principals used by an organization to prepare its financial statements, experience in analyzing and evaluating financial statements and has an understanding of the internal controls and procedures for financial reporting.

Chris Gower

Prior to his current role as Chief Operating Officer, Buildings at PCL, Mr. Gower held positions including construction risk manager, senior project manager, district manager and regional vice president. Throughout his more than 25 years at PCL, he has delivered iconic construction projects across Canada, Australia and the United States. As a member of PCL's Office of the CEO and board of directors, Mr. Gower leads a creative team of solution providers who innovatively address construction challenges. He is responsible for the performance of the organization's Buildings operations across the globe. Mr. Gower initiated and led PCL's entrance into the solar business, including the pursuit and award of its first project in Australia. He provides leadership over many in-house-developed technologies, including the groundbreaking Job Site Insights®, an IoT Smart construction platform that drives efficiency while increasing safety, productivity and quality. Mr. Gower has been trained in Construction Engineering Technology Management at Fanshawe College.

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

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Reliance on Certain Exemptions

Since the commencement of the Company's most recently completed financial year, the Company has not relied on:

(a) the exemption in section 2.4 ( De Minimis Non-Audit Services ) of NI 52-110, which exempts all non-audit services provided by the Company's auditor from the requirement to be pre-approved by the Audit Committee if such services are less than 5% of the auditor's annual fees charged to the Company;
(b) the exemption in subsection 6.1.1(4) ( Circumstances Affecting the Business or Operations of the Venture Issuer ) of NI 52-110;
(c) the exemption in subsection 6.1.1(5) ( Events Outside Control of Member ) of NI 52-110;
(d) the exemption in subsection 6.1.1(6) ( Death, Incapacity or Resignation ) of NI 52-110; or
(e) an exemption from NI 52-110, in whole or in part, granted under Part 8 ( Exemptions ).

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as set out in the Audit Committee Charter of the Company.

External Auditor Service Fees

In the following table, "audit fees" are fees billed by the Company's external auditor for services provided in auditing the Company's annual financial statements for the subject year. "Audit-related fees" are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of the Company's financial statements. "Tax fees" are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. "All other fees" are fees billed by the auditor for products and services not included in the foregoing categories. The fees disclosed in this section related to the fees of the Company's auditor prior to the completion of the RTO, Davidson & Company LLP.

The aggregate fees billed by the Company's external auditor in the last two fiscal years, by category, are as follows:

Year Ended December 31	Audit Fees	Audit Related Fees(1)	Tax Fees(2)	All Other Fees(2)
2021	$10,000	$7,000	$0	$0
2020	$10,000	$0	$0	$0

Notes:

(1) " Audit Related Fees " refers to fees billed for assurance and related services by the Company's external auditor that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under the "Audit Fees" column of the above table.
(2) "Tax Fees " refers to fees billed for products and services provided by the Company's external auditor, other than the services reported under the "Audit Fees" or "Audit Related Fees" columns of the above table.
(3) " All Other Fees " refers to fees billed for products and services provided by the Company's external auditor other than the services reported under the other columns of the above table.

Exemption

The Company is relying on the exemption provided by Part 5 ( Reporting Obligations ) of NI 52-110.

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No current or former director, executive officer or employee, proposed nominee for election to the Board, or associate of such persons is, or has been, indebted to the Company since the beginning of the most recently completed financial year of the Company and no indebtedness remains outstanding as at the date of this Information Circular.

None of the directors or executive officers of the Company is or, at any time since the beginning of the most recently completed financial year, has been indebted to the Company. None of the directors' or executive officers' indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year, has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of management of the Company, no (a) director, proposed director or executive officer of the Company; (b) person or company who beneficially owns, directly or indirectly, Shares or who exercises control or direction of Shares, or a combination of both, carrying more than ten percent of the voting rights attached to the Shares outstanding (an " Insider "); (c) director or executive officer of an Insider; or (d) associate or affiliate of any of the directors, executive officers or Insiders, has had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company, except with respect to an interest arising from the ownership of Shares where such person or company will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of the same class of Shares.

Prior to the completion of the RTO, the private entity Eddy entered into the a convertible debt agreement dated January 6, 2021, as amended on May 20, 2021, September 14, 2021 and November 12, 2021, among Eddy, Charthouse Capital Inc., PCL Construction Holdings Ltd. and 1376218 Ontario Inc. (" 1376218 "), which provided for debt in the amount of $2,500,000 convertible into common shares of Eddy. Pursuant to the convertible debt agreement, Shalcor and 1376218 loaned funds to Eddy in the amount of $1,250,000 and $250,000, respectively, which amounts: (a) earned interest at a rate of 9% per annum; (b) were due and payable on February 28, 2022; and (c) were convertible into common shares of Eddy. Such convertible debt (together with all accrued and unpaid interest thereon) was converted into common shares of Eddy immediately prior to the completion of the RTO. Shalcor is a private company controlled by Mark Silver, the Executive Chairman and Director of the Company and a Director and Executive Chairman of Eddy at the time of the debt agreement. 1376218 is a private company controlled by Travis Allan, the CEO and Director of the Company and the Chief Executive Officer and a Director of Eddy at the time of the debt agreement. On November 12, 2021, Shalcor assigned its interest in the convertible debt to an arm's length third party.

Eddy entered into a loan agreement with Shalcor and 1376218 on September 3, 2021, pursuant to which Shalcor loaned Eddy funds in the amount of $1,400,000 and 1376218 loaned Eddy funds in the amount of $100,000. Such amounts: (a) earned interest at a rate of 9% per annum; and (b) were due and payable on demand by each of the lenders. The Company repaid such amounts upon completion of the RTO.

Eddy is party to a loan agreement with Green Room Investments Inc. dated October 7, 2021, pursuant to which Eddy owed Green Room Investments Inc. funds in the amount of $1,500,000. Such amount: (a) earned interest at a rate of 9% per annum; and (b) was due and payable on demand by the lender. The Company repaid such amounts upon completion of the RTO. Green Room Investments Inc. is a holder of greater than ten percent of the issued and outstanding Shares.

MANAGEMENT CONTRACTS

There were no management functions of the Company that were, to any substantial degree, performed by a person other than the directors or executive officers of the Company for the period ended December 31, 2021.

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CORPORATE GOVERNANCE

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices of the Canadian Securities Administrators (" NI 58-101 "), the Company is required to disclose its corporate governance practices as follows:

Board of Directors

The Board currently consists of six directors, being Travis Allan, Mark Silver, Chris Gower, Paul Pathak, Gary Goodman and George Krieser. Mr. Gower, Mr. Goodman, Mr. Silver and Mr. Krieser are considered "independent" as defined in NI 58-101 in that they have no direct or indirect relationship with the Company that could, in the view of the Board, be reasonably expected to interfere with the exercise of his independent judgment. Mr. Allan is the CEO of the Company and Mr. Pathak is a partner at a law firm that has provided legal services to the Company and therefore they are not considered to be independent.

Directorships

Certain directors of the Company are currently also directors of other reporting issuers or equivalents, in any jurisdiction, as described in the table below:

Name of Director of the Company	Names of Other Reporting Issuers and Exchange Listing (if applicable)
Mark Silver	Atrium Mortgage Investment Corporation, TSX
Gary Goodman	Boardwalk Real Estate Investment Trust., TSX
Paul Pathak	Canaccord Genuity G Ventures Corp., NEO Exchange Aumento Capital VIII Corp., TSXV Bragg Gaming Group Inc., TSXV Skyscape Capital Inc., TSXV

Orientation and Continuing Education

The Board briefs all new directors with respect to the policies of the Board and other relevant corporate and business information. The Board will provide, from time to time, as required, continuing education about the Company to maintain a current understanding of the Company's business, including its operation, internal controls, financial reporting and accounting practices.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director's 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 Company.

Nomination of Directors

The Board is responsible for identifying individuals qualified to become new Board members and recommending to the Board new director nominees for the next annual meeting of shareholders. New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the required time, show support for the Company's mission and strategic objectives, and a willingness to serve.

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Compensation

The Board conducts reviews with regard to the compensation of the directors and officers of the Company.

Other Board Committees

The Board has no other committees other than the Audit Committee.

Assessments

The Board regularly monitors the adequacy of information given to directors, communications between the Board and management and the strategic direction and processes of the Board and its committees.

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

To the knowledge of management of the Company, no director or executive officer of the Company who was a director or executive officer since the beginning of the Company's last financial year, no proposed nominee for election as a director of the Company, nor any associate or affiliates of any such directors, officers or nominees, has any material interest, direct or indirect, by way of beneficial ownership of Shares or other securities in the Company or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors, the appointment of the auditor and the confirmation of the Option Plan.

ADDITIONAL INFORMATION

Shareholders may contact the Company at its office by mail at 5255 Yonge Street, Suite 900, Toronto, ON, M2N 6P4 to request copies of the Company's financial statements and related Management's Discussion and Analysis (the " MD&A "). Financial information is provided in the Company's audited financial statements and MD&A for the year ended December 31, 2021, which are available, together with additional information relating to the Company, under the Company's profile on SEDAR at www.sedar.com.

OTHER MATTERS

Other than the above, management of the Company know of no other matters to come before the Meeting other than those referred to in the Notice. If any other matters that are not currently known to management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the Designated Persons to vote on such matters in accordance with their best judgment.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Information Circular, and the delivery of it to each shareholder of the Company entitled thereto and to the appropriate regulatory authorities, has been authorized by the Board.

Dated at Toronto, Ontario this 24[th] day of June, 2022.

ON BEHALF OF THE BOARD OF DIRECTORS OF

EDDY SMART HOME SOLUTIONS LTD.

"Mark Silver" Mark Silver Executive Chairman

SCHEDULE "A"

REPORTING PACKAGE

See attached.

EDDY SMART HOME SOLUTIONS LTD. NOTICE OF CHANGE OF AUDITOR

TO:

DAVIDSON & COMPANY LLP

AND TO: KPMG LLP

AND TO: British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission TSX Venture Exchange

Eddy Smart Home Solutions Ltd. (formerly Aumento Capital VIII Corp.) (the “ Corporation ”) hereby delivers the following notice in accordance with Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations ( “NI 51-102 ”):

The Corporation has decided to change its auditor from Davidson & Company LLP (the “ Former Auditor ”) to KPMG LLP. Consequently, on May 26, 2022, the Corporation asked the Former Auditor to resign. The Former Auditor submitted their resignation effective May 26, 2022.
KPMG LLP (the “ Successor Auditor ”) has been appointed as the new auditors of the Corporation effective May 26, 2022.
The resignation of the Former Auditor and the appointment of the Successor Auditor was considered and approved by the board of directors of the Corporation (the “ Board ”).
There were no modified opinions in the Former Auditor’s reports in connection with the audits of the Corporation for the period commencing at the beginning of the Corporation’s two most recently completed financial years and ending on the date of Former Auditor’s resignation. There have been no further audits of financial statements subsequent to the Corporation’s most recently completed fiscal year and ending on the date of the Former Auditor’s resignation.
There are no “reportable events”, as defined in NI 51-102.
The Corporation requests that both the Former Auditor and the Successor Auditor review this Notice and each prepare a letter addressed to the applicable securities regulatory authorities, stating, for each statement in this Notice, whether it (i) agrees, (ii) disagrees, and the reasons why, or (iii) has no basis to agree or disagree; and deliver the letter to the Corporation prior to May 27, 2022.

DATED this 26[th] day of May, 2022.

EDDY SMART HOME SOLUTIONS LTD.

(signed) "Travis Allan" Name: Travis Allan Title: Chief Executive Officer

May 26, 2022

British Columbia Securities Commission

PO Box 10142, Pacific Centre 701 West Georgia Street Vancouver, BC V7Y 1L2

Ontario Securities Commission 20 Queen Street West, 19[th] Floor, Box 55 Toronto Ontario M5H 3S8

Alberta Securities Commission 600, 250 – 5[th] Street S.W. Calgary, AB T2P 0R4

Dear Sirs / Mesdames

Re: Eddy Smart Home Solutions Ltd. (the "Company") Notice Pursuant to NI 51 – 102 of Change of Auditor

In accordance with National Instrument 51-102, we have read the Company’s Change of Auditor Notice dated May 26, 2022 and agree with the information contained therein, based upon our knowledge of the information at this date.

Should you require clarification or further information, please do not hesitate to contact the writer.

Yours very truly,

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DAVIDSON & COMPANY LLP Chartered Professional Accountants

cc: TSX Venture Exchange

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KPMG LLP Commerce Place 21 King Street West, Suite 700 Hamilton Ontario L8P 4W7 Canada Telephone (905) 523-8200 Fax (905) 523-2222

To: British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission TSX Venture Exchange

May 26, 2022

Dear Sir/Madam

Re: Notice of Change of Auditors of Eddy Smart Home Solutions Ltd.

We have read the Notice of Change of Auditors Eddy Smart Home Solutions Ltd. dated May 29, 2022 and are in agreement with the statements contained in such Notice pertaining to our firm.

Yours very truly,

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Chartered Professional Accountants, Licensed Public Accountants

© 2020 KPMG LLP, an Ontario limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.

SCHEDULE "B"

STOCK OPTION PLAN

AMENDED AND RESTATED STOCK OPTION PLAN

EDDY SMART HOME SOLUTIONS LTD.

1. Purpose

The purpose of this stock option plan (the “ Plan ”) is to add incentive and to provide consideration for effective services of bona fide Officers, Directors, Employees, Management Company Employees and Consultants of Eddy Smart Home Solutions Ltd. (the “ Company ”). Stock options granted under the Plan are not in lieu of salary or any other compensation for services. In the event of the continuance of the Company, the Plan will bind the Company’s successor.

2. Administration

The Plan shall be administered by the Board of Directors of the Company (the “ Directors

3. Definitions

In this Plan, capitalized terms used herein that are not otherwise defined shall have the meaning ascribed thereto in the Corporate Finance Manual of the TSX Venture Exchange (the “ Exchange ”), and in particular, in policies 1.1, 2.4 and 4.4 of such Corporate Finance Manual.

4. Granting Options

The Directors may from time to time designate bona fide Officers, Directors, Employees, Management Company Employees and Consultants (collectively, “ Optionees ”) of the Company (or in each case their wholly owned personal holding companies), to whom options to purchase shares of the Company may be granted, and the number of shares to be optioned to each, provided that the total number of shares to be optioned shall not exceed the number provided in paragraph 5 hereof and that the total number of shares to be optioned to (i) any one Optionee in any 12 month period shall not exceed 5% of the issued and outstanding shares of the Company; (ii) any one Consultant in any 12 month period shall not exceed 2% of the issued and outstanding shares of the Company; and (iii) all persons in the aggregate conducting Investor Relations Activities in any 12 month period shall not exceed 2% of the issued and outstanding shares of the Company, in each case subject to adjustment of such number pursuant to the provisions of paragraph 8 hereof. All options granted shall be subject to the terms of this Plan and a copy of the Plan shall be given, upon request, to each Optionee.

5. Shares Subject to Plan

The aggregate number of shares that may issuable pursuant to options granted under the Plan will not exceed 10% of the number of issued shares of the Company at the time of the granting of the options under the Plan. Shares in respect of which options have not been exercised and are no longer subject to being purchased pursuant to the terms of any options shall be available for further options under the Plan. Upon the granting of options hereunder, the Company shall execute in favour of the grantee, a stock option agreement as set out in the form attached hereto as Schedule “A” (the “ Stock Option Agreement(s) ”) setting forth the particulars of the option grant.

The options granted under the Plan shall not result at any time in: (i) the number of shares reserved for issuance pursuant to options granted to Insiders exceeding 10% of the issued and outstanding shares; (ii) the grant to Insiders within a 12 month period of a number of options exceeding 10% of the outstanding shares; or (iii) the grant to any one (1) Optionee within a 12 month period, of a number of options exceeding 5% of the issued and outstanding shares.

6. Option Price

The option price on shares that are the subject of any option shall be fixed by the Directors when such option is granted, provided that such price shall not be less than the Discounted Market Price of the shares of the Company, or such other price as may be determined under applicable rules and regulations of all regulatory authorities to which the Company is subject, including the Exchange rules and policies.

7. Terms Restricting Exercise of Options

Options granted to Optionees are subject to the following exercise and vesting restrictions:

a. The period during which any option may be exercised and any applicable vesting conditions shall be determined by the Directors when the option is granted, provided that the term shall be no more than ten (10) years from the date of the granting of the option and all options shall be subject to earlier termination as provided in subparagraph c hereof;
b. Any options granted to persons conducting Investor Relations Activities shall be subject to vesting requirements such than no more than 25% of the options granted to such Optionee shall vest sooner than on each of the three, six, nine and twelve month anniversaries of the grant date;
c. upon the death of the Optionee, the options granted to such Optionee shall terminate on the date determined by the Directors, which date shall not be later than the earlier of the expiry date of the option and one year from the date of death (the “ Termination Date ”);
d. if the Optionee ceases to be a Director or Officer of, be in the employ of, or be providing ongoing management or consulting services to the Company, the options granted to such Optionee shall terminate (the “ Termination Date ”) on the earlier of the expiry date of the options and the expiry of a period not in excess of 90 days prescribed by the Directors at the time of the grant of such options, following the date that the Optionee ceases to be a Director, Officer or Employee of the Company, or ceases to provide ongoing management or consulting services to the Company, as the case may be;
e. notwithstanding subparagraph d hereof, if the Optionee’s position with the Company is terminated for cause, or if the Optionee violates the terms of their Stock Option Agreement(s) or any agreement he/she may have with the Company, all options granted to the Optionee pursuant to the Plan shall become null and void immediately without penalty to the Company;
f. if the Optionee ceases to be employed to provide Investor Relations Activities on behalf of the Company, the options granted to such Optionee shall terminate on the earlier of the expiry date of the options and the expiry of the period (the “ Termination Date ”) not in excess of 30 days prescribed by the Directors at the time of the grant of such options, following the date that the Optionee ceases to be employed to provide Investor Relations Activities;
g. No option may be exercised during a blackout period, being the period during which an Optionee cannot trade shares pursuant to the Company’s policies, if any, respecting restrictions on trading that is in effect at that time. If the expiration of the term of an option falls on a date within a blackout period, the term of that option will be automatically extended, without any further act or formality, to that date which is the tenth business day after the end of the blackout period. This subparagraph g will not extend any termination or expiry date determined under subparagraphs c, d, e or f hereof. The automatic extension of a Optionee's options will not be permitted where the Optionee or the Company is subject to a cease trade order (or similar order under applicable securities laws) in respect of the Company’s securities; and
h. except as provided in subparagraph c hereof, the option shall not be transferable nor assignable by the Optionee otherwise than by Will or the law of intestacy and the said option may be exercised, during his or her lifetime, only by the Optionee;

provided that the number of shares of the Company that the Optionee (or his or her heirs or successors) shall be entitled to purchase until the applicable Termination Date shall be the number of shares which the Optionee was entitled to purchase on the date of death or the date the Optionee ceased to be an Officer, Director or Employee of, or ceased providing ongoing management or consulting services to, the Company, as the case may be.

8. Regulatory Restrictions

The exercise by the Optionee of his or her rights hereunder and the consequent obligation of the Company to issue and deliver its shares pursuant to such exercise is subject to the approval of the Plan by: (a) the stock exchange(s) on which the Company’s shares are listed; (b) the Directors; and (c) the shareholders of the Company.

9. Share Capital Re-adjustments

Appropriate adjustments in the number of shares optioned, in the aggregate number of shares reserved for issue pursuant to options and in the option price per share, as regards options granted or to be granted, will be made by the Directors to give effect to adjustments in the number of shares of the Company resulting subsequent to the approval of the Plan as provided in paragraph 8 hereof from subdivisions, consolidations, reclassification of the shares of the Company, the payment of stock dividends and any merger, amalgamation or reorganization to which the Company is a party. Without limiting the generality of the foregoing, the Company will make adjustments to any options granted hereunder as follows:

a. If a dividend in shares of the Company is paid on the shares of the Company, the number of shares which may thereafter be acquired under any option shall be increased by the number of shares which would have been received by the Optionee on such dividend of shares had the Optionee then been the holder of record of the number of shares then remaining under the option. In such event, the option price per share shall be reduced proportionately.
b. If the shares of the Company shall be subdivided into a greater number of shares or consolidated into a lesser number of shares or changed into the same or a different number of shares with par value, the number of shares which may thereafter be acquired under any option shall be the number of shares which would have been received by the Optionee on such subdivision, consolidation, or change had the Optionee then been the holder of record of the number of shares then remaining under the option. In such event, the option price per share shall be decreased or increased proportionately.
c. If there is any capital reorganization or reclassification of the share capital of the Company, or any consolidation or merger or amalgamation of the Company with any other corporation or corporations, adequate provisions shall be made by the Company so that there shall be substituted under any option the shares or securities which would have been issuable or payable to the Optionee had he then been the holder of record of the number of shares then remaining under the option.
d. If the Company at any time during the term of any option offers for sale to holders of its share capital shares of its share capital or of other classes of shares or of other securities of the Company or in connection with any transaction shall acquire or shall cause to be issued rights to acquire shares or other securities of another corporation to or for the benefit of holders of share capital of the Company, the Company will give notice to the Optionee of rights which are thus to be acquired or issued to or for the benefit of the holders of record of shares of the Company in sufficient time to permit the Optionee to exercise the option to the fullest extent possible, if the Optionee should wish to do so, and to permit the Optionee to participate in such rights as a holder of record of share capital of the Company.
e. Any shares or securities added to or substituted for the shares under any option shall be subject to adjustment in the same manner and to the same extent as the shares originally covered by such option.
f. No fractional shares shall be issued upon the exercise of any option. If, as a result of any adjustment under this paragraph, the Optionee would become entitled to a fractional share, he shall have 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 so disregarded.

Any adjustment in the number of shares optioned, in the aggregate number of shares reserved for issue pursuant to options and in the option price per share will be subject to Exchange approval prior to becoming effective, except in the case of adjustments as a result of subdivisions and consolidations, which will not require Exchange approval prior to becoming effective.

10. Exercise

a. Subject to the provisions of the Plan, an option may be exercised in whole or in part by the payment to the Company in cash or certified cheque of the full purchase price at the option price per share stipulated in paragraph 5 herein, subject to any adjustment thereto in accordance with paragraph 8 herein, for the shares purchased and the Company shall thereupon deliver a share certificate or certificates of the Company for such shares.
b. An option shall be in whole or in part exercised by written notice or notices delivered to the Company’s registered office and any option shall be deemed for all purposes to be exercised to the extent stated in such notice upon delivery of the notice and payment for the number of shares specified in such notice, notwithstanding any delay in the issuance and delivery of certificates for the shares so subscribed.

11. Amendment of Plan

a. The Directors may amend or discontinue this Plan or any option, subject to the requirements of the Exchange, including any shareholder approval requirements, provided that no amendment that adversely affect the rights of any Optionee to whom an option has therefore been granted without his or her consent shall take effect in respect of that option unless the consent of the Optionee holding the option has been obtained.
b. Amendments to any of the following provisions of the Plan will be subject to shareholder approval (or disinterested shareholder approval if required pursuant to the policies of the TSX Venture Exchange):
(i) persons eligible to be granted options under the Plan;
(ii) the maximum number or percentage, as the case may be, of shares that may be reserved under the Plan for issuance pursuant to the exercise of options;
(iii) the limitations under the Plan on the number of options that may be granted to any one person or any category of persons (such as, for example, Insiders);
(iv) the method for determining the option price;
(v) the maximum term of options;
(vi) the expiry and termination provisions applicable to options; and
(vii) the amendment provisions of this Plan.
c. The Directors may amend the terms of an option to:
(i) reduce the number of shares under option;
(ii) increase the option price; or
(iii) cancel an option;

without Exchange or shareholder approval provided the Company issues a news release outlining the terms of the amendment. If the Company cancels an option and within one year grants new options to the same individual, the new options will be subject to applicable Exchange requirements for amending options. All other amendments to the terms of an option will be subject to compliance with the policies of the Exchange, including Exchange approval and shareholder approval thereof, if applicable.

d. Disinterested shareholder approval must be obtained for any reduction in the option price or to extend the term of an option if the Optionee is an Insider of the Company at the time of the proposed amendment.
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12. General

Options granted pursuant to the Plan shall specify in the Optionee's Stock Option Plan Agreement(s) that:

a. that the option agreement does not impose upon the Optionee any obligation to take up and pay for any of the optioned shares;
b. the address of each of the Optionee and the Company to which notices pursuant to the option and the Plan may be delivered;
c. that all options granted are subject to the express terms of the Plan; and
d. the periods governing the exercise of the option.

DATED and APPROVED by the Board of Directors of Eddy Smart Home Solutions Ltd. as of the 24[th] day of June, 2022.

“ Travis Allan ”

Per: Travis Allan

Title: CEO and Director

Schedule “A”

EDDY SMART HOME SOLUTIONS LTD.

OPTION AGREEMENT

[•] (the “ Participant ”)

Date: [•], 2022

Pursuant to the Stock Option Plan (the “ Plan ”) of [•] (the “ Company ”) and in consideration of services provided by the Participant to the Company or any subsidiary thereof, the Company hereby grants to the Participant on [•], [•] Options to purchase common shares of the Company (“ Common Shares ”) at an Exercise Price of $[•] per Common Share.

Capitalized terms used but not otherwise defined in this agreement shall have the meanings set out in the Plan.

Subject to earlier expiry in accordance with the Plan, the Options shall cease to be exercisable and shall expire on [•], 20[•] (the “ Expiry Date ”).

The Options will vest as of the date first written above.

The Common Shares issued upon the exercise of the Options granted under this agreement will be legended as follows:

[•]

The Company and the Participant understand and agree that the granting and exercise of the Options and the issuance of Common Shares are subject to the terms and conditions of the Plan, all of which are incorporated into and form a part of this agreement.

[Remainder of page intentionally left blank]

DATED as of the date first written above.

EDDY SMART HOME SOLUTIONS LTD.

Per: Name: Title:

I agree to the terms and conditions set out herein and confirm and acknowledge that I have not been induced to enter into this agreement or acquire any Option by expectation of employment or engagement or continued employment or engagement with Company or any subsidiary thereof. I confirm and acknowledge that I have received and reviewed a copy of the Plan, including the early termination provisions set out in the Plan.

I agree to provide the Company with all information (including personal information) required by the Company to administer the Plan. I acknowledge that such information may be disclosed to the board of directors of the Company or such other officers, employees and other persons involved in the administration of the Plan and hereby consent to such disclosure.

Signature of Participant

Name of Participant (please print)

SCHEDULE "C"

EDDY SMART HOME SOLUTIONS LTD.

AUDIT COMMITTEE CHARTER

1. Membership.

1.1 The audit committee (the “ Committee ”) of the board of directors (the “ Board ”) of Eddy Smart Home Solutions Ltd. (the “ Company ”) shall consist of three or more directors. A majority of the members of the Committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Company.

1.2 Each member of the Committee should be financially literate, as this term is defined under National Instrument 52-110 - Audit Committees (the “ Instrument ”).

1.3 The Board shall appoint members to the Committee [based on the Governance, Compensation and Nominating committee’s recommendations] . The members of the Committee shall be appointed for one-year terms or such other terms as the Board may determine and shall serve until a successor is duly appointed by the Board or until the member’s earlier death, resignation, disqualification or removal. The Board may remove any member from the Committee at any time with or without cause. The Board shall fill Committee member vacancies by appointing a member from the Board. If a vacancy on the Committee exists, the remaining members shall exercise all the Committee’s powers so long as a quorum exists.

1.4 The Board shall appoint the chair of the Committee (the “ Chair ”) from the Committee members. The Chair must be a non-executive Director. Subject to Section 1.3, the Board shall determine the Chair’s term of office.

1.5 A quorum for decisions of the Committee shall be a majority of Committee members.

2. Committee Meetings.

2.1 The Committee shall meet at least quarterly at such times and places as determined by the Committee. The Committee is governed by the same rules regarding meetings (including the procedure used to call meetings, and conducting meetings electronically, in person or by telephone), notice of meetings and waiver of notice by committee members, written resolutions in lieu of a meeting and voting at meetings that apply to the Board.

2.2 Notice of the time and place of a Committee meeting shall be given by the Committee, or the chief financial officer of the Company (“ CFO ”), to the Company’s external auditor (the “ Auditor ”) in the same manner notice is provided to Committee members, when the Auditor is required to attend the meeting. The Committee, or the CFO, shall provide the Auditor with all meeting materials in advance of the meeting, when the Auditor is required to attend the meeting.

2.3 The Chair shall seek input as necessary from Committee members, the Company’s management, the Auditor and Board members when setting each Committee meeting’s agenda.

2.4 Any written material to be provided to Committee members for a meeting must be distributed in advance of the meeting to give Committee members time to review and understand the information.

2.5 The chair of the Board, the chief executive officer of the Company (“ CEO ”), the CFO and any other member of senior management may, if invited by the Chair, attend, give presentations relating to their

responsibilities and otherwise participate at Committee meetings. Other Board members may also, if invited by the Chair, attend and participate at Committee meetings.

2.6 The Committee may appoint a Committee member or any other attendee to be the secretary of a meeting. The Chair shall circulate minutes of all Committee meetings to the Company’s Board members and its Auditor. The Committee shall report its decisions and recommendations to the Board promptly after each Committee meeting.

2.7 The Committee may meet for a private session, excluding management or other third parties, following each Committee meeting or as otherwise determined by the Committee.

3. Purpose, Role and Authority.

3.1 The purpose of the Committee is to oversee the Company’s accounting and financial reporting processes and the preparation and auditing of the Company’s financial statements.

3.2 The Committee is authorized by the Board to investigate any matter set out in this Charter or otherwise delegated to the Committee by the Board.

4. Duties and Responsibilities.

4.1 The Committee has the duties and responsibilities set out in Sections 5 to 13 of this Charter, as may be amended, supplemented or restated from time to time.

5. External Auditor - Appointment and Removal.

The Committee shall:

5.1 Consider and recommend to the Board, to put forward for shareholder approval at the annual meeting, an Auditor that will be appointed or reappointed to prepare or issue an auditor’s report and perform audit, review, attest or other services for the Company in compliance with the Instrument and, if necessary, recommend to the Board the Auditor’s removal.

5.2 Recommend to the Board the Auditor’s compensation and otherwise setting the terms of the Auditor’s engagement (including reviewing and negotiating the Auditor’s engagement letter).

5.3 Review and monitor the independence of the Auditor.

5.4 At least once per fiscal year, review the qualifications and performance of the Auditor and the Auditor’s lead partners and consider and decide if the Company should adopt or maintain a policy of rotating the accounting firm serving as the Company’s Auditor.

6. Auditor Oversight - Audit Services.

The Committee shall:

6.1 Require the Auditor to report directly to the Committee.

6.2 Discuss with the Auditor: (a) before an audit commences, the nature and scope of the audit, the Auditor’s responsibilities in relation to the audit, the overall audit strategy, the timing of the audit, the processes used by the Auditor to identify risks and reporting such risks to the Committee; and (b) any other matters relevant to the audit.

6.3 Review and discuss with the Auditor all critical accounting policies and practices to be used in the audit, all alternative treatments of financial information within the International Financial Reporting

Standards (“ IFRS ”) as set out in the CPA Canada Handbook – Accounting, as amended from time to time. IFRS that has been discussed with management, the ramifications of the use of such alternative treatments and the treatment preferred by the Auditor.

6.4 Review any major issues regarding accounting principles, including IFRS, and financial statement presentation with the Auditor and Company’s management, including any significant changes in the Company’s selection or application of accounting principles; any significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including the effect of regulatory and accounting initiatives and off-balance sheet structures on the Company’s financial statements.

6.5 Review and discuss with the Auditor and management any problems or difficulties encountered during the audit, including restrictions on the scope of activities or access to information, and any significant disagreements between the Auditor and management in relation to financial reporting. The Committee may meet with the Auditor and management (together or separately) to discuss and resolve such disagreements.

6.6 Review all material communications between management and the Auditor, including reviewing the Auditor’s management letter and management’s response.

6.7 Create (if required), review and approve the Company’s policies respecting the Company’s hiring of any (former or current) Auditor’s past or present employees or past or present partners that participated in any capacity in any Company audit.

6.8 Oversee any other matters relating to the Auditor and the performance of audit services on the Company’s behalf.

7. Auditor Oversight - Non-Audit Services.

The Committee shall:

7.1 Approve in a timely manner all non-audit services to be provided by the Auditor to the Company or its subsidiaries in accordance with the Instrument.

7.2 Notwithstanding section 7.1, delegate the approval of non-audit services to a member or certain members of the Committee. The member or members shall notify the Committee at each Committee meeting of the non-audit services they approved since the last Committee meeting.

8. Internal Controls.

The Committee shall:

8.1 Monitor and review the effectiveness of the Company’s internal audit function, including ensuring that any internal auditors (the “ Internal Auditors ”) have adequate monetary and other resources to complete their work and appropriate standing within the Company and, if the Company has no Internal Auditors, consider, on an annual basis, whether the Company requires Internal Auditors and make related recommendations to the Board.

8.2 Oversee an effective system of internal controls and procedures for the Company relating to the financial reporting process and disclosure of the financial results (“ Internal Controls ”).

8.3 Review with management and the Internal Auditors (with each privately or together) the adequacy and effectiveness of the Company’s Internal Controls, including any significant deficiencies or material weaknesses in the design or operation of the Internal Controls and determine if any special steps must be adopted by the Auditor during its audit in light of any such deficiencies or weaknesses.

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8.4 Review management’s roles, responsibilities and performance in relation to the Internal Controls.

8.5 Review, discuss and investigate: (a) any alleged fraud involving the Company’s management or employees in relation to the Internal Controls, including management’s response to any allegations of fraud; (b) implement corrective and disciplinary action in cases of proven fraud; and (c) determine if any special steps must be adopted by the Auditor during its audit in light of any proven fraud or any allegations of fraud.

8.6 Establish and monitor the procedures for: (a) the receipt, retention and treatment of complaints that the Company receives relating to its Internal Controls; (b) the anonymous submission of employees’ concerns relating to questionable accounting or audit matters engaged in by the Company; and (c) the independent investigation of the matters set out in Section 8.6(a) and Section 8.6(b), including appropriate follow up actions.

8.7 Undertake an appropriate review and discussion with the CEO and CFO, or those officers who perform the duties similar to a CEO or CFO, the steps taken to complete the required certifications of the annual and interim filings with applicable securities commissions, when such certifications are required.

8.8 Review any reports of actions prohibited by the Company’s Code of Conduct involving directors or executive officers.

9. Financial Statements.

The Committee shall:

9.1 Review and discuss with the Auditor and management the Company’s annual audited financial statements and the accompanying Auditor’s report and management discussion and analysis (“ MD&A ”).

9.2 Assess (a) the quality of the accounting principles applied to the financial statements; (b) the clarity of disclosure in the financial statements; and (c) whether the audited annual financial statements present fairly, in all material respects, in accordance with IFRS, the Company’s financial condition, operational results and cash flows.

9.3 Upon satisfactory completion of its review, recommend the annual audited financial statements, Auditor’s report and annual MD&A for Board approval.

10. Disclosure of Other Financial Information.

The Committee shall:

10.1 Review and discuss with management the design, implementation and maintenance of effective procedures relating to the Committee’s prior review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements (“ Disclosure Procedures ”); ensure that the Disclosure Procedures put in place are followed by the Company’s management and employees; and periodically assess the adequacy of the Disclosure Procedures.

10.2 Review the Company’s profit and loss press releases and other related press releases before they are released to the public, including the Company’s annual information form, earnings press releases and any other public disclosure documents required by applicable securities commissions; and review the nature of any financial information and ratings information provided to agencies and analysts in accordance with the Company’s disclosure policy.

10.3 Monitor and review the Company’s policy on confidentiality and disclosure on a yearly basis.

11. Legal Compliance.

11.1 The Committee shall review with legal counsel any legal matters, including inquiries received from regulators and governmental agencies, that may have a significant effect on the Company’s financial statements, cash flows or operations; and review and oversee any policies, procedures and programs designed by the Company to promote legal compliance.

12. Related Party Transactions.

12.1 The Committee shall review all proposed related party transactions, other than those reviewed by a special committee of disinterested directors in accordance with Canadian corporate or securities laws.

13. Other Duties and Responsibilities.

13.1 The Committee shall complete any other duties and responsibilities delegated by the Board to the Committee from time to time.

14. Meetings with The Auditor.

14.1 Notwithstanding anything set out in this Charter to the contrary, the Committee may meet privately with the Auditor or Internal Auditors as frequently as the Committee deems appropriate for the Committee to fulfil its responsibilities and to discuss any concerns of the Committee or Auditor in relation to the matters covered by the Committee’s Charter, including the effectiveness of the Company’s financial recording procedures and systems and management’s cooperation and responsiveness to matters arising from the audit and non-audit services performed by the Auditor.

15. Meetings with Management.

15.1 The Committee may meet privately with management and the Company’s Internal Auditors (together or separately) as frequently as the Committee deems appropriate for the Committee to fulfil its responsibilities to discuss any concerns of the Committee, management or the Internal Auditors.

16. Outside Advisors.

16.1 The Committee shall have the authority, in its sole discretion, to retain and obtain the advice and assistance of independent outside counsel and such other advisors as it deems necessary to fulfil its duties and responsibilities under this Charter. The Committee shall set the compensation and oversee the work of any outside counsel and other advisors to be paid by the Company.

17. Reporting.

17.1 The Committee shall report to the Board on all matters set out in this Charter and other matters assigned to the Committee by the Board, including: (a) the Auditor’s independence; (b) the Auditor’s performance and the Committee’s recommendation to reappoint or terminate the Auditor; (c) the Internal Auditors’ performance; (d) the adequacy of the Internal Controls; (e) the Committee’s review of the Company’s annual and interim financial statements, and any IFRS reconciliation, including any issues respecting the quality and integrity of financial statements, along with the MD&A; and (f) the Company’s compliance with legal and regulatory matters and such matters affect the financial statements.

18. Charter Review.

18.1 The Committee shall review this Charter at least annually and recommend any proposed changes to the Board for approval.

19. Performance Evaluation.

19.1 The Committee shall conduct an annual evaluation of the performance of its duties and responsibilities under this Charter and shall present the results of the evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate.

20. No Rights Created.

20.1 This Charter is a broad policy statement and is intended to be part of Committee’s flexible governance framework. While this Charter should comply with all applicable laws, regulations and listing requirements and the Company’s articles and by-laws, this Charter does not create any legally binding obligations on the Committee, the Board or the Company.

AI assistant

Eddy Smart Home Solutions Ltd. — Proxy Solicitation & Information Statement 2022

48019_rns_2022-07-04_4dd54fd7-716e-4fed-88a8-ce0f5902e26b.pdf

AND

MANAGEMENT INFORMATION CIRCULAR

JUNE 24, 2022

EDDY SMART HOME SOLUTIONS LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING

EDDY SMART HOME SOLUTIONS LTD.

INTRODUCTION

Date and Currency

PROXIES AND VOTING RIGHTS

Management Solicitation

Appointment of Proxy

Revocation of Proxies

Voting of Shares and Proxies and Exercise of Discretion by Designated Persons

ADVICE TO BENEFICIAL SHAREHOLDERS

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Presentation of Financial Statements

2. Number and Election of Directors

Advance Notice

Management Nominees

William Jones

Corporate Cease Trade Orders

Bankruptcies

Penalties and Sanctions

3. Appointment of Auditor

4. Amended and Restated Stock Option Plan

STATEMENT OF EXECUTIVE COMPENSATION

General

Director and Named Executive Officer Compensation, Excluding Compensation Securities

Notes:

Stock Options and Other Compensation Securities

Notes:

Exercise of Compensation Securities by Directors and NEOs

Stock Option Plan

Administration and Eligibility

Shares Subject to the Option Plan and Participation Limits

Options

Termination of Employment

Adjustments

Amendments

Employment, Consulting and Management Agreements

Oversight and Description of Director and NEO Compensation

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

AUDIT COMMITTEE DISCLOSURE

The Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

George Krieser

Gary Goodman

Chris Gower

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

Notes:

Exemption

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

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

ADDITIONAL INFORMATION

OTHER MATTERS

APPROVAL OF THE BOARD OF DIRECTORS

ON BEHALF OF THE BOARD OF DIRECTORS OF

EDDY SMART HOME SOLUTIONS LTD.

SCHEDULE "A"

EDDY SMART HOME SOLUTIONS LTD. NOTICE OF CHANGE OF AUDITOR

TO:

Eddy Smart Home Solutions Ltd. Proxy Solicitation & Information Statement 2022