Eddy Smart Home Solutions Ltd. — Proxy Solicitation & Information Statement 2023

Sep 25, 2023

EDDY SMART HOME SOLUTIONS LTD.

6 Eglinton Avenue East, Suite 200

Toronto, ON, M4P 1A6

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 16, 2023

AND

MANAGEMENT INFORMATION CIRCULAR

SEPTEMBER 6, 2023

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.

EDDY SMART HOME SOLUTIONS LTD.

6 Eglinton Avenue East, Suite 200

Toronto, ON M4P 1A6

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 the Company at 6 Eglinton Avenue East, Suite 200, Toronto, ON M4P 1A6, on October 16, 2023, beginning at 11:00 am (Toronto time) for the following purposes:

• 1. to place before the Meeting the audited financial statements of the Company for the fiscal year ended December 31, 2022, and the accompanying report of the auditors thereon;
• 1. to set the number of directors of the Company at six and to elect 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;
• 1. to appoint MNP LLP as the auditors of the Company for the fiscal year ending December 31, 2023, at remuneration to be fixed by the board of directors of the Company (the "Board");
• 1. to consider, and if thought appropriate, pass an ordinary resolution re-approving the 10% rolling stock option plan of the Company;
• 1. to consider, and if thought appropriate, pass an ordinary resolution confirming the new by-law No.1 of the Company (in replacement of the prior by-law No.1 and by-law No.2 of the Company); and
• 1. 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 September 6, 2023 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.

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.com and 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 October 12, 2023 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 6 th day of September, 2023.

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.

6 Eglinton Avenue East, Suite 200

Toronto, ON M4P 1A6

MANAGEMENT INFORMATION CIRCULAR September 6, 2023

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 October 16, 2023 at the offices of the Company at 6 Eglinton Avenue East, Suite 200, Toronto, ON M4P 1A6, 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.

Date and Currency

This Information Circular is dated September 6, 2023 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 September 6, 2023 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 (as defined below) 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.com and 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 October 12, 2023 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 Non-Registered 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 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 "OBOs") 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, 2022, 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 Mark Silver, Chris Gower, Paul Pathak, Gary Goodman, George Krieser and William Jones. 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 six. 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 six. 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 six.

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)
Mark Silver Ontario, Canada Director, CEO	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(3)
Chris Gower 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(2) Ontario, Canada Director	Since 1996, Partner at Chitiz Pathak LLP.	November, 2020	200,000(4)
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 Director	From 2018 to present, Partner, Client Relationships, Ewing Morris & Co. Investment Partners Inc. Prior to 2018, Partner at Borden Ladner Gervais LLP	July, 2022	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) 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.

(4) 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. Mark Silver, Chris Gower, Paul Pathak, Gary Goodman, George Krieser and William Jones are standing for re-election as directors of the Company.

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.

The Company was the subject of a Failure-to-File Cease Trade Order ("FFCTO") dated July 7, 2023 pursuant to National Policy 11-207 – Failure to File Cease Trade Orders and Revocations in Multiple Jurisdictions in respect of the securities of the Company as a result of the Company's inability to file (i) its audited annual financial statements for the year ended December 31, 2022, together with related management's discussion and analysis and other related filings; and (ii) interim financial statements for the period ended March 31, 2023, together with the related management's discussion and analysis and other related filings. All the director Nominees were directors of the Company at the time of the FFCTO.

On May 2, 2023, Mr. Silver, the Chief Executive Officer of the Company, was subject to a management cease trade order issued by the Ontario Securities Commission as a result of the Company having not filed its audited annual financial statements and related management's discussion and analysis for the financial year ended December 31, 2022.

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 MNP LLP, located at 1 Adelaide St E Suite 1900, Toronto, ON M5C 2V9, be appointed as auditor of the Company for the financial year ending December 31, 2023. At the Meeting, shareholders will be asked to vote for the appointment of MNP LLP to serve as auditor of the Company for the Company's fiscal year ending December 31, 2023, at a remuneration to be fixed by the Board.

The Company's former auditor, KPMG LLP, resigned as auditor of the Company in September, 2023 and the Company currently has an auditor vacancy. MNP LLP is reviewing and considering a potential engagement as auditor of the Company.

Management recommends shareholders vote FOR the appointment of MNP LLP as the Company's auditor for the Company's fiscal year ending December 31, 2023 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. Approval of 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, re-approving the 10% rolling stock option plan of the Company (the "Option Plan"). The Option Plan was originally approved by shareholders of the Company at the annual and special meeting of shareholders held on July 26, 2022. Additional information regarding the Option Plan can be found under the heading "Statement of Executive Compensation - Stock Option Plan", and in full at Schedule "A" to this Information Circular.

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 10% rolling stock option plan is approved;
• b) The Board of Directors be authorized on behalf of the Company to make any further amendments to the 10% rolling 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 10% rolling stock option plan;
• c) The Company is authorized to file the 10% rolling 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 Stock Option Plan Resolution, 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.

5. Approval of New By-Laws of the Company

The Board conducted a review of its by-law No.1 and by-law No.2 (the "Old By-Laws"), particularly in light of evolving corporate legislation, and determined that it would be in the best interests of the Company to implement a new general by-law No.1 in order to incorporate current corporate governance practices and implement other desirable changes (the "New By-Laws").

The Board approved a resolution which, among other things, authorized the repeal and replacement of the Old By-Laws and adoption of the New By-Laws.

The New By-Laws govern the business and affairs of the Company. Below is a summary of the material differences between the Old By-Laws and the New By-Laws:

• Under the Old By-Laws, the quorum requirement for at a meeting of shareholders of the Company was a majority of the Shares entitled to vote at a meeting of shareholders. Under the New By-Laws, the quorum requirement is 5% of the Shares entitled to vote at a meeting of shareholders. The quorum requirement as set out in the New By-Laws is more appropriate for a TSX Venture Exchange listed issuer.
• The Old By-Laws required that at least 25% of the directors of the Company be resident Canadians, unless the Company has less than four directors, in which case one director shall be resident Canadian. The New By-Laws do not contain any director residency requirement, which is consistent with the amendments to the Business Corporations Act (Ontario) in 2021, in which director residency requirements were eliminated from the statute.
• The Old By-Laws provide that (a) a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders and (b) a resolution in writing dealing with all matters required by the Business Corporations Act (Ontario) to be dealt with at a meeting of shareholders, and signed by all the shareholders entitled to vote at that meeting, satisfies all the requirements of the Business Corporations Act (Ontario) relating to meetings of shareholders. The New By-Laws do not contain any similar provisions as the Business Corporations Act (Ontario) has comparable provisions set out under the act and as such the Company is already subject to such similar provisions.
• The New By-Laws require that the notice of the time and place of each meeting of shareholders will be given, not less than 21 days and not more than 50 days before the date of the meeting, to each director, to the auditor of the Company, and to each shareholder who is entitled to vote at the meeting.
• The Old By-Laws set out when a director or officer is required to disclose a material interest in a material contract or material transaction. Such provisions have been eliminated under the New By-Laws, as the Business Corporations Act (Ontario) contains similar provisions outlining when directors and officers of the Company must disclose material interest in a material contract or transaction.

The foregoing is only a summary of certain principal differences of the New By-Laws as against the Old By-Laws and is qualified by reference to the full text of the New By-Laws set forth in Schedule "B" to this Information Circular. Shareholders are urged to review the New By-Laws in its entirety.

At the Meeting, shareholders will be asked to pass an ordinary resolution confirming, with or without variation, an ordinary resolution to repeal the Old By-Laws and adopt the New By-Laws (the "By-Law Resolution") in the following form:

"BE IT RESOLVED, as an ordinary resolution, that:

• a) The adoption by the Company of the New By-Laws, by-law no. 1, a by-law relating generally to the transaction of the business and affairs of the Company in the form attached as Schedule "B" to the Information Circular, is hereby ratified, approved and confirmed without amendment; and
• b) Any one director or officer of the Company be and is hereby authorized and directed to do all such things and to execute and deliver all documents and instruments as may be necessary or desirable to carry out the terms of this resolution."

The Company's Board unanimously recommends that shareholders vote FOR the By-Law Resolution.

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

The Designated Persons intend to vote FOR the By-Law Resolution, 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 By-Law Resolution.

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, 2022, following the completion of the RTO.

For the purposes of this Statement of Executive Compensation, the Company had 4 NEOs for the financial year ended December 31, 2022, being Mark Silver, Travis Allen, Sajid Khan and Boris Baril.

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:

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 (\$)
Mark Silver(2)	2022	\$120,000	nil	nil	nil	nil	\$120,000
CEO, Director
Travis Allen(3)	2022	\$362,333	nil	nil	nil	nil	\$362,333
Former CEO and Former Director
Sajid Khan	2022	\$200,337	nil	nil	nil	nil	\$200,337
COO & President
Boris Baril (4)	2022	\$200,337	nil	nil	nil	nil	\$200,337
CFO
Chris Gower(4)	2022	nil	nil	nil	nil	nil	nil
Director
Paul Pathak	2022	nil	nil	nil	nil	nil	nil
Director
Gary Goodman(4)	2022	nil	nil	nil	nil	nil	nil
Director
George Krieser(4)	2022	nil	nil	nil	nil	nil	nil
Director
William Jones(5)	2022	nil	nil	nil	nil	nil	nil
Director

Notes:

(1) For the financial year of the Company ended December 31, 2022.

(2) Mr. Silver was elected as a director in connection with the completion of the RTO. Mr. Silver was appointed CEO on August 25, 2022. (3) Mr. Allen was appointed as CEO and elected as a director on completion of the RTO. Mr. Allen resigned from his position as CEO and as a director on August 25, 2022.

(4) Mr. Khan, Mr. Baril, Mr. Gower, Mr. Goodman and Mr. Krieser were elected as directors or officers of the Company, as applicable, on completion of the RTO.

(5) Mr. Jones was appointed as a director of the Company on July 26, 2022.

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, 2022 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
Mark Silver CEO, Director	Options	100,000 (0.13%)	January 12, 2022	\$0.60	\$0.60	\$0.10	January 12, 2027
Travis Allen Former CEO and Former Director	Options	80,000 (0.10%)	January 12, 2022	\$0.60	\$0.60	\$0.10	January 12, 2027
Sajid Khan COO & President	Options	50,000 (0.06%)	May 26, 2022	\$0.60	\$0.32	\$0.10	May 26, 2032
Boris Baril (3)	Options	126,216 (0.16%)	February 10, 2022	\$0.65	\$0.65	\$0.10	February 10, 2032
CFO	Options	50,000 (0.06%)	May 26, 2022	\$0.60	\$0.32	\$0.10	May 26, 2032
Chris Gower Director	Options	80,000 (0.10%)	January 12, 2022	\$0.60	\$0.60	\$0.10	January 12, 2027
Paul Pathak Director	Options	80,000 (0.10%)	February 10, 2022	\$0.60	\$0.47	\$0.10	February 10, 2027
Gary Goodman Director	Options	80,000 (0.10%)	January 12, 2022	\$0.60	\$0.60	\$0.10	January 12, 2027
George Krieser Director	Options	80,000 (0.10%)	January 12, 2022	\$0.60	\$0.60	\$0.10	January 12, 2027
William Jones Director	Options	80,000 (0.10%)	August 4, 2022	\$0.60	\$0.25	\$0.10	August 4, 2027

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, 2022, being 79,528,619 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, 2022.

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 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.

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 Company, 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.

Employment, Consulting and Management Agreements

Other than as set out below, there were no agreements or arrangements under which compensation was provided during the most recently completed financial year or is payable in respect of services provided to the Company or any of its subsidiaries that were: (a) performed by a director or named executive officer; or (b) performed by any other party but are services typically provided by a director or a named executive officer. References in this section to the Company include the subsidiaries of the Company.

Boris Baril

The Company has an employment agreement in place with Mr. Baril, pursuant to which Mr. Baril acts as the Chief Financial Officer of the Company. Under the terms of the employment agreement, Mr. Baril is entitled to a gross salary of \$180,000 per annum.

Mr. Baril can terminate his employment at any time on two (2) weeks written notice. The Company may terminate his notice at any time without notice or payment in lieu where prior legal cause exists for termination and upon two (2) weeks' written notice or payment in lieu of such notice of any reason, provided that after the first anniversary of the date of employment, the period of notice shall increase by one (1) week per year of employment to a maximum of six (6) months' notice or payment in lieu of notice.

For a period of twelve (12) months following termination of employment for any reason whatsoever, Mr. Baril cannot directly or indirectly, divert, entice, knowingly call upon, sell or solicit, take away or move any customer, employee or agent of the Company or any related entity. In addition, for a period equal to the number of months of severance paid, Mr. Baril cannot, in any manner, be involved, directly or indirectly, as an employee, consultant or otherwise, in any business similar to any of the businesses then being carried on by the Company in any geographic area in which the Company is then carrying on its businesses.

Sajid Khan

The Company has an employment agreement in place with Mr. Khan, pursuant to which Mr. Khan is entitled to a gross salary of \$200,000 per annum. Mr. Khan is able to participate in the Company's group health and dental plans.

In the event Mr. Khan's full-time employment is terminated without cause, Mr. Khan is entitled to and will receive minimum entitlements under the Employment Standards Act.

For a period of twelve (12) months following termination of Mr. Khan's employment for any reason whatsoever, Mr. Khan cannot directly or indirectly, divert, entice, knowingly call upon, sell or solicit, take away or move any customer, employee or agent of the Company or any related entity. Moreover, Mr. Khan cannot, directly or indirectly, whether as an agent, investor, employee, consultant or otherwise, in any manner whatsoever, be involved with or work for any organization which would in any way compete with the business being carried on by the Company or any affiliate thereof. Mr. Khan will also not solicit customers, suppliers, agents, consultants or employees of the Company or any affiliates thereof during the term of employment and for 1 year thereafter.

1376218 Ontario Inc. (Travis Allan), Services Agreement

Prior to Travis Allan's resignation, the Company was party to a services agreement with 1376218 Ontario Inc. (the "Service Provider"), pursuant to which Mr. Allan served as President and Chief Executive Officer of the Company. Mr. Allan has resigned and is no longer the President or Chief Executive Officer of the Company. The services agreement has been terminated.

Pursuant to the termination of the services agreement, all unvested securities were deemed to be vested.

For a period of twelve (12) months following termination of the services agreement, the Service Provider cannot directly or indirectly, divert, entice, knowingly call upon, sell or solicit, take away or move any customer, employee or agent of the Company or any related entity. In addition, for a period twelve (12) months following termination of the services agreement, the Service Provider cannot, in any manner, be involved, directly or indirectly, as an employee, consultant or otherwise, in any business similar to any of the businesses then being carried on by the Company in any geographic area in which the Company is then carrying on its businesses.

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.

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. The directors of the Company are indemnified by the Company pursuant to the bylaws of the Company.

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, 2022.

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	2,070,407	\$0.47	5,882,455
Equity compensation plans not approved by shareholders	Nil	N/A	Nil
Total	2,070,407	\$0.47	5,882,455

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 (Chair), and Paul Pathak. Mr. Krieser and Mr. Goodman are considered "independent" and "financially literate", as such term is defined in NI 52-110. My. Pathak is considered "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 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 (Chair)

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.

Paul Pathak

Mr. Pathak is and has served as a partner of Chitiz Pathak LLP since 1996, a Toronto law firm serving clients in the securities and investment industries, including issuers and dealers on a full range of securities transactions. Mr. Pathak practices principally in the areas of corporate, securities, mergers, acquisitions and commercial law. Mr. Pathak has acted for issuers in a broad range of securities transactions, including initial public offerings, reverse take-overs, establishment of Capital Pool Companies, going-private transactions and numerous financing structures. Mr.Pathak has served as a member of the board of directors of several private and public corporations listed on both Canadian and American stock exchanges. Mr. Pathak currently also serves as a director of PesoRama Inc. (TSXV) and Canaccord Genuity G Ventures Corp. (NEO). Mr. Pathak was called to the Ontario Bar in 1994, having completed his LL.B. at Osgoode Hall Law School in 1992.

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.

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), other than the reporting requirements set out in Part 5 (Reporting Obligations) of NI 52-110.

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 aggregate fees billed by the Company's external auditor in the last two fiscal years relate to the fees of the Company's auditor following the completion of the RTO, KPMG LLP.

Year Ended December 31	Audit Fees	Audit Related Fees(1)	Tax Fees(2)	All Other Fees(2)
2022	\$553,297	nil	\$38,752	nil
2021	\$414,625	nil	\$63,255	nil

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

Other than as disclosed in this Information Circular, 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.

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, 2022, other than as disclosed herein.

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 Mark Silver, Chris Gower, Paul Pathak, Gary Goodman, George Krieser and William Jones. Mr. Gower, Mr. Goodman, Mr. Krieser and Mr. Jones 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. Pathak is a partner at a law firm that has provided legal services to the Company and therefore is not considered to be independent. Mr. Silver acts as the CEO of the Company and therefore is 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
	PesoRama 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.

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.

ADDITIONAL INFORMATION

Shareholders may contact the Company at its office by mail at 6 Eglinton Avenue East, Suite 200, Toronto, ON M4P 1A6 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, 2022, which are available, together with additional information relating to the Company, under the Company's profile on SEDAR+ at www.sedarplus.ca.

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 6 th day of September, 2023.

ON BEHALF OF THE BOARD OF DIRECTORS OF

EDDY SMART HOME SOLUTIONS LTD.

"Mark Silver" Mark Silver Executive Chairman

SCHEDULE "A"

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.

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 24th 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: []

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 "B"

NEW BY-LAWS

See attached.

BY-LAW NO. 1

A by-law relating generally to the transaction of the business and affairs of

EDDY SMART HOME SOLUTIONS LTD.

	ARTICLE 1 INTERPRETATION1
1.1 1.2 1.3 1.4 1.5 1.6	Definitions1 Gender and Number 2 Extended Meanings 2 Headings 2 References in this By-law2 Articles Govern 2
	ARTICLE 2 BUSINESS OF THE COMPANY2
2.1 2.2 2.3 2.4	Signing Documents2 Voting Rights in Other Bodies Corporate 2 Banking Arrangements 3 Registered Office 3
	ARTICLE 3 BOARD3
3.1 3.2	Fixed Board and Election of Directors3 Floating Board and Election of Directors 3
	ARTICLE 4 MEETINGS OF DIRECTORS3
4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9	First Meeting of New Board3 Number of Directors3 Place of Meetings 3 Meeting by Electronic Means, etc. 4 Notice of Meetings 4 Quorum4 Chair of a Meeting 4 Votes to Govern5 Remuneration and Expenses5
	ARTICLE 5 COMMITTEES5
5.1 5.2 5.3 5.4	Committees of the Board 5 Transaction of Business5 Advisory Bodies 5 Procedure5
	ARTICLE 6 OFFICERS6
6.1 6.2 6.3 6.4 6.5	Appointment 6 Chairperson of the Board6 Powers and Duties of Officers6 Agents and Attorneys6 Term of Office6

	ARTICLE 7 PROTECTION OF DIRECTORS, OFFICERS AND OTHERS6
7.1 7.2 7.3	Limitation of Liability6 Indemnity7 Insurance7
	ARTICLE 8 SHARES7
8.1 8.2 8.3 8.4	Issue7 Registration of Transfer 8 Share Certificates 8 Replacement of Share Certificates8
	ARTICLE 9 MEETINGS OF SHAREHOLDERS8
9.1 9.2 9.3 9.4 9.5 9.6 9.7 9.8 9.9 9.10	Place of Meetings 8 Meeting by Electronic Means, etc. 9 Notice of Meetings 9 Chair of a Meeting, Secretary and Scrutineers9 Persons Entitled to be Present9 Quorum10 Proxies10 Votes to Govern10 Right to Vote10 Manner of Voting 10
	ARTICLE 10 DIVIDENDS AND RIGHTS11
10.1 10.2 10.3 10.4	Dividends11 Dividends and Other Amounts 11 Non-receipt of Payment 11 Unclaimed Dividends 12
	ARTICLE 11 MISCELLANEOUS12
11.1	Repeal 12

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this By-law, any capitalized term used, but not otherwise defined, has the meaning given to that term in the Act. In addition, the following terms have the following meanings:

• 1.1.1 "Act" means the Business Corporations Act (Ontario) and all regulations made under that Act, as it may be amended or replaced, and any reference to a particular provision of that Act will be deemed also to be a reference to any similar provision resulting from its amendment or replacement;
• 1.1.2 "Annual Meeting of Shareholders" means the annual meeting of shareholders of the Company held as prescribed by section 94(1) of the Act;
• 1.1.3 "Board" means the board of directors of the Company;
• 1.1.4 "By-laws" means this by-law, as amended or restated, and all other by-laws of the Company in force and effect;
• 1.1.5 "Company" means Eddy Smart Home Solutions Ltd.;
• 1.1.6 "ECA" means the Electronic Commerce Act, 2000 (Ontario);
• 1.1.7 "Electronic Document" means a document, information or a record that is "electronic" within the meaning supplied by the ECA;
• 1.1.8 "Meeting of Shareholders" means an Annual Meeting of Shareholders and a Special Meeting of Shareholders;
• 1.1.9 "Recorded Address" means:
• 1.1.9.1 in the case of a shareholder, the shareholder's address as recorded in the securities register of the Company;
• 1.1.9.2 in the case of joint shareholders, the address as recorded in the securities register of the Company in respect of that joint holding, or the first address recorded, if there is more than one; and
• 1.1.9.3 in the case of a director, the director's latest address as shown in the records of the Company or in the most recent notice of directors or notice of change of directors as filed under the Corporations Information Act (Ontario), whichever is more current;
• 1.1.10 "Signing Officer" means a person authorized under Section 2.1, or under section 55(1) of the Act, to sign documents or share certificates on behalf of the Company;
• 1.1.11 "Special Meeting of Shareholders" means a meeting of the holders of any class or series of shares and a special meeting of all shareholders entitled to vote at an Annual Meeting of Shareholders; and

1.1.12 "STA" means the Securities Transfer Act, 2006 (Ontario).

1.2 Gender and Number

In this By-law, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders.

1.3 Extended Meanings

Every use of the words "includes" or "including" in this By-law is to be construed as meaning "includes, without limitation" or "including, without limitation", respectively.

1.4 Headings

The division of this By-law into Articles and Sections, the insertion of headings and the inclusion of a table of contents are for convenience of reference only and do not affect the construction or interpretation of this By-law.

1.5 References in this By-law

References in this By-law to an Article, Section, Schedule or Exhibit are to be construed as references to an Article, Section, Schedule or Exhibit of or to this By-law unless otherwise specified.

1.6 Articles Govern

Where any provision of this By-law conflicts with the Articles, the Articles will govern.

ARTICLE 2 BUSINESS OF THE COMPANY

2.1 Signing Documents

Contracts, deeds, instruments in writing and other documents, including Electronic Documents, may be signed on behalf of the Company by any two directors or officers of the Company or any director acting together with any officer of the Company. In addition, the Board may direct the manner in which, and the person or persons by whom any specific, or general class of, documents may or will be signed on behalf of the Company.

2.2 Voting Rights in Other Bodies Corporate

The Signing Officer of the Company may sign and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Company, in favour of any person or persons as may be determined by the Signing Officer. In addition, the Board may, by resolution, direct the manner in which, and the person or persons by whom, any specific voting right or class of voting rights may or will be exercised.

2.3 Banking Arrangements

The Company's banking business, including the borrowing of money and the granting of security, will be transacted with any bank, trust company or other organization as may be designated by or under the authority of the Board. The Company's banking business will be transacted under any documents, instructions and delegations of powers that the Board prescribes.

2.4 Registered Office

The Company must have its registered office in Ontario at the location specified in its Articles, or as specified in a resolution as permitted under the Act.

ARTICLE 3 BOARD

3.1 Fixed Board and Election of Directors

Where the Articles provide for a fixed number of directors, the number to be elected to the Board will be the number set out in the Articles.

3.2 Floating Board and Election of Directors

Where the Articles provide for a minimum and maximum number of directors, the number to be elected to the Board will be the number fixed by Special Resolution of the shareholders at any time, or, if the shareholders have conferred that power to the directors, by resolution of the directors, or, if the number is not fixed, the number within that minimum and maximum elected at the Annual Meeting of Shareholders.

ARTICLE 4 MEETINGS OF DIRECTORS

4.1 First Meeting of New Board

Immediately following any Meeting of Shareholders electing directors, the Board may, without notice, hold its first meeting for any business that may come before the meeting, provided a quorum of the Board is present.

4.2 Number of Directors

The Company will have not fewer than three directors, and at least one-third of the directors of the Company will not be officers or employees of the Company or any of its affiliates.

4.3 Place of Meetings

Unless the Articles otherwise provide, meetings of the Board may be held at the registered office of the Company or at any other place within or outside Canada, as determined by the Board.

4.4 Meeting by Electronic Means, etc.

If all the directors of the Company present at or participating in the meeting consent, a meeting of the Board or of a committee of the Board may be held by means of any telephone, electronic or other communication facility that permits all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in a meeting by those means is deemed to be present at that meeting.

4.5 Notice of Meetings

Subject to the Act, the By-laws, and any resolution of the Board, notice of the time and place of a meeting of the Board will be given to each director not less than 48 hours before the time when the meeting is to be held but if any one of the President, the Managing Director and the Chief Executive Officer considers it a matter of urgency that a meeting of the Board be convened, he or she may give notice of a meeting by means of any telephone, electronic or other communication facility no less than one hour before the meeting. No notice of a meeting will be necessary if all the directors in office are present or if those absent waive notice of that meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

4.6 Quorum

• 4.6.1 Unless otherwise required by law or provided in the Articles, a majority of the Board constitutes a quorum at any meeting of the Board.
• 4.6.2 If no quorum exists for the purpose of voting on a resolution to approve a contract or transaction only because a director is not permitted to be present at the meeting by reason of section 132(5) of the Act, the remaining directors of the Company will be deemed to constitute a quorum for the purposes of voting on the resolution.

4.7 Chair of a Meeting

The chair of any meeting of the Board will be selected in descending order from the following list of officers, with the position going to the first selected officer who has been appointed, who is a director, and who is present at the meeting:

• 4.7.1 the Chairperson of the Board;
• 4.7.2 the Managing Director;
• 4.7.3 the President; and
• 4.7.4 a Vice-President.

If all those officers are absent, or unable or unwilling to act, the directors present at the meeting will choose one of their number to be chair of the meeting.

4.8 Votes to Govern

Unless otherwise required by the Act or the Articles, at all meetings of the Board, every question will be decided by a majority of the votes cast on the question. In case of an equality of votes on any question, the chair of the meeting will not be entitled to a second or casting vote.

4.9 Remuneration and Expenses

Subject to the Articles and the By-laws, the directors will be paid remuneration for their services in the manner and amounts determined by the Board. The directors will also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the Board or any committee of the Board. Nothing in this By-law will preclude any director from serving the Company in any other capacity and receiving remuneration for that service.

ARTICLE 5 COMMITTEES

5.1 Committees of the Board

The Board may appoint from its membership one or more committees of directors, however designated, and delegate to any committee of the Board any of the powers of the Board except those which, under the Act, a committee of the Board has no authority to exercise.

5.2 Transaction of Business

The powers of a committee of the Board may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all the members of that committee who would have been entitled to vote on that resolution at a meeting of that committee. Meetings of any committee may be held at any place within or outside Ontario.

5.3 Advisory Bodies

The Board may appoint one or more advisory bodies. Membership in any advisory body appointed by the Board will not in itself confer any right to receive notices of or attend meetings of the Company's directors or shareholders.

5.4 Procedure

Unless otherwise determined by the Board, each committee and each advisory body will have the power to:

• 5.4.1 fix its quorum at not less than a majority of its members;
• 5.4.2 elect its chair; and
• 5.4.3 regulate its procedure.

ARTICLE 6 OFFICERS

6.1 Appointment

The Board, in its discretion, may appoint any officers as the Board may determine, including one or more assistants to any of those officers. All officers will be individuals selected for appointment at the discretion of the Board, each of whom may, but need not be, a director, unless otherwise specified below. The power of the Board and, where applicable, the Chief Executive Officer to determine the powers and duties of the Company's officers is subject to the Act, the Articles and the By-laws.

6.2 Chairperson of the Board

The Board may appoint from its membership a Chairperson. If appointed, the Chairperson will exercise any other powers and perform any other duties as the Board may specify. During the absence or disability of the Chairperson, the Chairperson's duties will be performed and the Chairperson's powers exercised by the Managing Director, if any, or by the any other officer who is designated by the Board to exercise those powers.

6.3 Powers and Duties of Officers

The powers and duties of any officer appointed by the Board will be those that the Board or the Chief Executive Officer may specify. The Board and, where the authority to do so is not restricted to the Board, the Chief Executive Officer may, vary, add to, or limit the powers and duties of any officer. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by that assistant, unless the Board or the Chief Executive Officer otherwise directs. To the extent not otherwise so specified or delegated, and subject to the Act, the powers and duties of the officers of the Company will be those usually pertaining to their respective offices.

6.4 Agents and Attorneys

The Board will have power to appoint agents or attorneys for the Company within or outside of Ontario with any powers of management (including the power to sub-delegate) that the Board deems appropriate.

6.5 Term of Office

The Board, in its discretion, may remove and replace any officer of the Company, without prejudice to that officer's rights under any employment contract. Otherwise, each officer appointed by the Board will hold office until a successor is appointed or that officer resigns.

ARTICLE 7 PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.1 Limitation of Liability

Except as otherwise provided in the Act, no individual referred to in Section 7.2 will be liable for any loss, cost, damage, expense or other misfortune incurred or suffered by the Company, unless it results through his or her failure, when exercising the powers and discharging the duties of his or her office, to act honestly and in good faith with a view to the best interests of the Company, or to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

7.2 Indemnity

• 7.2.1 Subject to the Act, the Company will indemnify a director or officer of the Company, a former director or officer of the Company, or another individual who acts or acted at the Company's request as a director or officer, or an individual acting in a similar capacity, of another entity, and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal, administrative, investigative or other proceeding in which he or she is involved because of his or her association with the Company or other entity if:
• 7.2.1.1 he or she acted honestly and in good faith with a view to the best interests of the Company or, as the case may be, to the best interests of the other entity for which he or she acted as a director or officer or in a similar capacity at the Company's request; and
• 7.2.1.2 in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.
• 7.2.2 The right to indemnity provided in this Section 7.2 will include the right to the advance of moneys from the Company for the costs, charges and expenses of a proceeding referred to in Section 7.2.1, which moneys must be repaid if the individual to whom they were advanced has not fulfilled the conditions set out in Section 7.2.1. The Company will also indemnify the persons listed in Section 7.2.1 in any other circumstances that the Act permits or requires. Nothing in this By-law will limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this By-law.

7.3 Insurance

Subject to the Act, the Company may purchase and maintain insurance for the benefit of any individual referred to in Section 7.2.1 against any liabilities and in any amounts as the Board may determine and as are permitted by the Act.

ARTICLE 8 SHARES

8.1 Issue

Subject to the Act and the Articles, the Board may issue, or grant options to purchase, the whole or any part of the authorized and unissued shares of the Company at the times, to the persons, and for the consideration as the Board determines. No share will be issued until it is fully paid as provided by the Act.

8.2 Registration of Transfer

Subject to the STA, no transfer of a share or other security of the Company will be registered in the Company's securities register unless:

• 8.2.1 under the terms of the share or other security, the proposed transferee is eligible to have the share or other security registered in that person's name;
• 8.2.2 the Company is presented with the certificate representing the share or other security, with an endorsement, which complies with the STA, made on or delivered with it, together with any reasonable assurance that the endorsement is genuine and effective that the Board may prescribe;
• 8.2.3 any applicable law relating to the collection of taxes has been complied with;
• 8.2.4 the transfer does not violate any restriction on transfer imposed by law, the Act, the STA, the Articles or the By-laws;
• 8.2.5 the transfer can be made in compliance with the provisions of the STA relating to any demand made under the STA that the Company not register the transfer; and
• 8.2.6 the transfer is rightful, or is to a protected purchaser as defined in the STA.

8.3 Share Certificates

Every holder of one or more shares of the Company will be entitled, upon request, to a share certificate in respect of the shares held by that shareholder that complies with the Act, or to a non-transferable written acknowledgement of that shareholder's right to obtain a share certificate from the Company in respect of the shares held by that shareholder. Share certificates and acknowledgements of a shareholder's right to a share certificate, respectively, will be in the form approved by the Board.

8.4 Replacement of Share Certificates

The Board, or any officer or agent designated by the Board, may, in its or that person's discretion direct the issue of a new share certificate in lieu of and upon cancellation of a share certificate that has been mutilated, or in substitution for a share certificate claimed to have been lost, destroyed or wrongfully taken, on payment of a reasonable fee and on terms as to indemnity, reimbursement of expenses, and evidence of loss and of title as the Board may prescribe, whether generally or in any particular case.

ARTICLE 9 MEETINGS OF SHAREHOLDERS

9.1 Place of Meetings

Subject to the Act and the Articles, Meetings of Shareholders will be held within or outside Ontario, on the dates and at the times as determined by the Board, and at the place where the registered office of the Company is located or at any other place as determined by the Board. A Meeting of Shareholders held by telephonic or electronic means, as provided in Section 9.2, will be deemed to be held at the place where the registered office of the Company is located.

9.2 Meeting by Electronic Means, etc.

Unless the Articles or the By-laws provide otherwise, a Meeting of Shareholders may be held by telephonic or electronic means and a shareholder who, through those means, votes at the meeting or establishes a communications link to the meeting will be deemed for the purposes of the Act to be present at the meeting.

9.3 Notice of Meetings

Notice of the time and place of each Meeting of Shareholders will be given, not less than 21 days and not more than 50 days before the date of the meeting, to each director, to the auditor of the Company, and to each shareholder who is entitled to vote at the meeting. Notice of a Meeting of Shareholders called for any business other than consideration of the minutes of an earlier meeting, the financial statements and auditor's report, election of directors, and reappointment of the incumbent auditor, will state the nature of that business in sufficient detail to permit a shareholder to form a reasoned judgment concerning that business, and will state the text of any Special Resolution or by-law to be submitted to the meeting. A shareholder and any other person entitled to attend a Meeting of Shareholders may, in any manner and at any time, waive notice of a Meeting of Shareholders.

9.4 Chair of a Meeting, Secretary and Scrutineers

The chair of any Meeting of Shareholders will be selected in descending order from the following list of officers, with the position going to the first selected officer who has been appointed, who is a director and who is present at the meeting:

• 9.4.1 the Chairperson of the Board;
• 9.4.2 the Managing Director;
• 9.4.3 the President; and
• 9.4.4 a Vice-President.

If none of those officers is present within 15 minutes after the time appointed for holding the meeting, the persons present and entitled to vote at the meeting will choose a person from their number to be chair of the meeting. The Secretary of the Company will be secretary of any Meeting of Shareholders, but if the Secretary of the Company is not present, the chair of the meeting will appoint a person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chair of the meeting with the consent of the shareholders and persons present and entitled to vote at the meeting.

9.5 Persons Entitled to be Present

The only persons entitled to be present at a Meeting of Shareholders will be those entitled to vote at that meeting, the directors and auditors of the Company and others who, although not entitled to vote, are entitled or required under any provision of the Act, the Articles or the By-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting.

9.6 Quorum

The holders of shares representing, in the aggregate, 5% of the shares entitled to vote at a Meeting of Shareholders, whether present in person or represented by proxy, will constitute a quorum at that meeting. If a quorum is present at the opening of a Meeting of Shareholders, the shareholders present or represented may proceed with the business of the meeting, even if a quorum is not present throughout the meeting. If a quorum is not present at the time appointed for a Meeting of Shareholders, or within any reasonable time following that time as the shareholders present or represented may determine, the shareholders present or represented may adjourn the meeting to a fixed time and place not less than seven days later but may not transact any other business. At that adjourned meeting the holders of shares carrying voting rights who are present or represented will constitute a quorum (whether or not they hold shares representing, in the aggregate, 5% of the shares entitled to vote at the adjourned meeting) and may transact the business for which the meeting was originally called, even if this quorum is not present throughout the meeting.

9.7 Proxies

• 9.7.1 The management of the Company will, concurrently with or before sending notice of a Meeting of Shareholders, send a form of proxy to each shareholder who is entitled to receive notice of the meeting.
• 9.7.2 A management information circular in prescribed form, either as an appendix to or as a separate document accompanying the notice of the Meeting of Shareholders, must be sent to the auditor of the Company and to each shareholder whose proxy is solicited.
• 9.7.3 The management of the Company, upon sending a management information circular as required under Section 9.7.2, will concurrently file with the Ontario Securities Commission, a copy of that management information circular, together with a copy of the notice of meeting, form of proxy and any other documents for use in connection with the meeting to which the management information circular relates.

9.8 Votes to Govern

Unless otherwise required by the Act or the Articles, at all Meetings of Shareholders, every question will be decided by a majority of the votes cast on the question. In case of an equality of votes on any question, the chair of the meeting will not be entitled to a second or casting vote.

9.9 Right to Vote

Unless the Articles otherwise provide, each share of the Company entitles its holder to one vote at a Meeting of Shareholders. Subject to the exceptions provided under the Act, a holder of a fractional share is not entitled to exercise voting rights in respect of the fractional share.

9.10 Manner of Voting

9.10.1 Voting at a Meeting of Shareholders will be by show of hands, except where a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting. Even if a vote has been already been taken by a show of hands, any shareholder or proxyholder entitled to vote at the meeting on that matter may require a ballot on that matter and the subsequent ballot result will be the decision of the shareholders with respect to that matter.

• 9.10.2 Where no ballot is demanded or required following a vote by a show of hands upon a question, a declaration by the chair of the meeting that the vote upon the question has been carried, carried by a particular majority or not carried, and an entry to that effect in the minutes of the meeting, will be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of that question, and the result of the vote taken will be the decision of the shareholders with respect to that question.
• 9.10.3 A ballot, if demanded or required, will be taken in the manner the chair of the meeting directs. A demand or requirement for a ballot may be withdrawn at any time before the taking of the ballot. If a ballot is taken, each person present will be entitled, in respect of the shares which he is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the Articles, and the result of the ballot will be the decision of the shareholders with respect to that question.
• 9.10.4 If a telephonic or electronic Meeting of Shareholders is held, then any person participating in, and entitled to vote at, that meeting may vote, in accordance with the Act, by means of the telephonic, electronic or other communication facility that the Company has made available for that purpose.

ARTICLE 10 DIVIDENDS AND RIGHTS

10.1 Dividends

Subject to the Act and the Articles, the Board may declare, and the Company may pay, dividends to the shareholders according to their respective rights and interests in the Company. Dividends may be paid by issuing fully paid shares of the Company or options or rights to acquire fully paid shares of the Company or, subject to the Act, may be paid in money or property.

10.2 Dividends and Other Amounts

A dividend or other amount payable in cash with respect to the outstanding shares of the Company may be paid by cheque drawn on a financial institution or by electronic means to or to the order of each registered holder of shares of the class or series in respect of which it is to be paid. Cheques may be sent by prepaid ordinary mail or delivered to a registered holder at that holder's Recorded Address, unless that holder has otherwise directed. In the case of joint holders, a cheque or payment by electronic means will, unless those joint holders have otherwise directed, be made payable to the order of all of those joint holders and if more than one address is recorded in the securities register of the Company in respect of the joint holding, the cheque will be mailed or delivered to the first address recorded or the amount paid by electronic means to the first address or account recorded. The mailing or electronic delivery of a dividend or other amount, as provided in this Section, unless it is not paid on due presentation, or the payment of the dividend in the manner directed by the registered holder, net of any tax, levy, or duty which the Company was required to and did withhold, will satisfy and discharge all liability of the Company for the sum to which a holder is entitled.

10.3 Non-receipt of Payment

In the event of non-receipt of any cheque or electronic payment by the person to whom it is sent, the Company will issue to that person a replacement cheque or send again by electronic means, an equivalent amount on the terms as to indemnity, reimbursement of expenses, and evidence of nonreceipt and of title as the Board prescribes.

10.4 Unclaimed Dividends

Any dividend unclaimed after a period of 15 years from the date on which the same has been declared to be payable will be forfeited and will revert to the Company.

ARTICLE 11 MISCELLANEOUS

11.1 Repeal

The former By-law No. 1 of the Company that was approved on November 20, 2020 is repealed. The repeal of the former By-law No. 1 will not affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under it or the validity of any contract or agreement made under it. All resolutions of the shareholders, the Board or committees of the Board with continuing effect passed under the repealed former By-law No. 1 will continue in effect except to the extent inconsistent with this By-law.

ENACTED by the directors of the Company under the Act.

DATED September 1, 2023.

Signed "Boris Baril" Boris Baril, Secretary

Signed "Mark Silver" Mark Silver, Chairman

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. 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.

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 of the Company.