Exelerate Capital Corp.

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NOTICE AND MANAGEMENT PROXY CIRCULAR FOR THE

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD AT

1:30 p.m. (Eastern time) Thursday, January 20, 2022

390 Bay Street, Suite 920 Toronto, ON M5H 2Y2

To respond to the COVID-19 social distancing recommendations, the Company urges all shareholders to vote by proxy in advance of the meeting and to listen to the Meeting by way of teleconference call. Please refer to the dial-in instructions in the Notice of Meeting.

EXELERATE CAPITAL CORP.

885 W Georgia Street, Suite 2200, Vancouver, BC V6C 3E8 Tel: (604) 691-6100 Fax: (604) 691-6120

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, JANUARY 20, 2022

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “ Meeting ”) of the shareholders (“ Shareholders ”) of Exelerate Capital Corp. (the “ Company ”) will be held at 390 Bay Street, Suite 920, Toronto, ON, M5H 2Y2, on Thursday, January 20, 2022 at 1:30 p.m. (Eastern time) for the following purposes:

To receive Company’s annual audited financial statements for the fiscal years ended February 28, 2021, together with the auditor’s report thereon and the Company’s unaudited condensed interim financial statements for the three and six months ended August 31, 2021, each of which can be found under the Company’s profile on SEDAR at www.sedar.com.
To consider and re-appoint RSM Canada LLP as the auditors of the Company for the ensuing year; to authorize the directors to fix the remuneration to be paid to the auditors; and to authorize the directors to change auditors during the year, subject to compliance with the requirements of the British Columbia Securities Commission.
To fix the number of directors of the Company for the ensuing year at four (4).
To elect directors of the Company to hold office for the ensuing year.
To consider, and if deemed appropriate, to pass, an ordinary resolution to re-approve the Company’s stock option plan in accordance with the requirements of the TSX Venture Exchange.
To transact such other business as may properly come before the Meeting or any adjournment thereof.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice.

To proactively deal with the public health impact of COVID-19 and Provincial and Federal guidance regarding social distancing, Shareholders and proxyholders are strongly encouraged NOT to attend the Meeting in person. The COVID-19 virus is causing unprecedented social and economic disruption and we want to ensure that no one is unnecessarily exposed to any risks. Furthermore, so that the Company can mitigate potential risks to the health and safety of Shareholders, employees, and the community, there will be strict limitations on the number of persons permitted entry to the Meeting and anyone who is not a registered Shareholder or proxyholder will not be permitted entry.

The Company urges all Shareholders to vote by proxy in advance of the Meeting in accordance with the instructions set out below and to listen to the Meeting through the live conference call details provided below:

Access Phone No.: +1 (647) 374-4685 Meeting ID: 837 3555 0258 Password: 065474

Shareholders who dial in to the Meeting through the call details above will not be able to vote on the matters put forth at the Meeting. Only those registered Shareholders or duly appointed proxyholders who attend the Meeting in person will be permitted to vote at the Meeting.

The COVID-19 situation is dynamic and continues to evolve daily. If events arise that require the Company to make changes to the date, time and/or location of the Meeting it will promptly notify Shareholders and communicate any changes through a press release. The Company intends to resume holding unrestricted inperson Shareholder meetings in future years.

The Board of Directors of the Company has fixed the close of business on the 16[th] day of December, 2021, as the record date for determination of Shareholders entitled to notice of this Meeting or any adjournment(s) thereof and the right to vote thereat.

Due to COVID-19, Shareholders are requested to not attend the Meeting, and instead requested to please complete, date and execute the accompanying form of proxy and deposit it with the Company’s transfer agent, Capital Transfer Agency ULC, 390 Bay Street, Suite 920, Toronto, Ontario, M5H 2Y2 , by mail, fax (Fax Number: 416-350-5008), e-mail to [email protected], or as otherwise instructed in the form of proxy, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting. The Chair of the Meeting has the discretion to accept proxies received less than 48 hours prior to the Meeting.

If you are a non-registered Shareholder of the Company and received these materials through a broker, a financial institution, a participant, 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 security on your behalf (the “Intermediary”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Toronto, Ontario this 20[th] day of December, 2021.

EXELERATE CAPITAL CORP.

(Signed) “Mark William Kohler” Mark William Kohler Chief Executive Officer and Chairman

EXELERATE CAPITAL CORP.

885 W Georgia Street, Suite 2200, Vancouver, BC V6C 3E8 Tel: (604) 691-6100 Fax: (604) 691-6120

INFORMATION CIRCULAR

dated December 20, 2021

MANAGEMENT SOLICITATION OF PROXIES

This information circular is furnished in connection with the solicitation of proxies by the management of Exelerate Capital Corp. (the “ Company ”) for use at the annual general and special meeting of the shareholders of the Company (the “Shareholders”) to be held at 390 Bay Street, Suite 920, Toronto, ON, M5H 2Y2, at 1:30 p.m. (Eastern time) on Thursday, the 20th day of January, 2022 (the “ Meeting ”), and at any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual General and Special Meeting (the “ Notice of Meeting ”). Unless specified otherwise, the information contained in this Information Circular is current as at December 20, 2021.

The Company’s financial statements including the annual audited financial statements for the fiscal years ended February 28, 2021, together with the auditor’s report thereon and the Company’s unaudited condensed interim financial statements for the three and six months ended August 31, 2021, can be found under the Company’s issuer profile on SEDAR at www.sedar.com.

To proactively deal with the public health impact COVID-19 and Provincial and Federal guidance regarding public gatherings, Shareholders and proxyholders are strongly encouraged NOT to attend the Meeting in person. The COVID-19 virus is causing unprecedented social and economic disruption and we want to ensure that no one is unnecessarily exposed to any risks. Furthermore, so that the Company can mitigate potential risks to the health and safety of Shareholders, employees, and the community, there will be strict limitations on the number of persons permitted entry to the Meeting and anyone who is not a registered Shareholder or proxyholder will not be permitted entry.

Access Phone No.: +1 (647) 374-4685 Meeting ID: 837 3555 0258 Password: 065474

PROXIES

Appointment of Proxies

The persons named in the enclosed Form of Proxy (the “ Proxy ”) are nominees of the Company’s management. A Shareholder wishing to appoint a person (who need not be a Shareholder) to attend and act for him on his behalf at the Meeting, other than the persons designated as proxy holders in the enclosed Proxy, may do so by striking out the printed names and inserting the name of such other person in the blank space provided in the Proxy or by completing another proper form of proxy. The completed Proxy or other proper form of proxy must be delivered or faxed to Capital Transfer Agency ULC, or as otherwise instructed in the form of proxy, not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting. The Chairman of the Meeting has the discretion to accept proxies on the day of the Meeting.

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 (a) executed by the shareholder or by his attorney authorized in writing, or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation; and (b) delivered or faxed to Capital Transfer Agency ULC at 390 Bay Street, Suite 920, Toronto, Ontario M5H 2Y2 (Fax Number: 416350-5008), at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, or to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof, before any vote in respect of which the Proxy is to be used shall have been taken, or in any other manner provided by law. Attendance at the Meeting and participation in a poll by a shareholder will automatically revoke the Proxy.

Voting of Proxies and Exercise of Discretion by Proxyholders

The shares represented by the Proxy will be voted 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 A CHOICE IS NOT SO SPECIFIED, IT IS INTENDED THAT THE PERSON DESIGNATED BY MANAGEMENT IN THE ACCOMPANYING PROXY WILL VOTE THE SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED ON THE PROXY.

The Proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to any matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company knows of no such amendments, variations, or other matters to come before this Meeting.

Solicitation of Proxies

Solicitations of proxies will be made by mail and may be supplemented by telephone or other personal contact to be made without special compensation by regular officers and employees of the Company. The Company may reimburse Shareholders’ nominees or agents (including brokerage houses holding shares on behalf of clients) for the cost incurred in obtaining their authorization to execute forms of proxy. The cost of solicitation will be borne by the Company.

Notice to Beneficial Owners

Most beneficial owners of the Company’s shares are NOT listed on the Company’s register of Shareholders. Beneficial owners will not be listed if they hold their shares through an intermediary, such as a brokerage

firm, bank, trust company, RRSP, RRIF, TFSA, or other firm, financial institution or company. In this discussion, such owners are referred to as “you” or as a “Beneficial Owner”, and the firm, financial institution or company through which you hold your shares are referred to as “Intermediaries”. This discussion does not apply to owners of shares of the Company who hold their shares directly instead of through an Intermediary and who are therefore listed directly on the Company’s register of Shareholders.

The Company can only recognize votes and take instructions from Shareholders who are listed on its register of Shareholders. Therefore, in order to vote at the Meeting, you will either need to instruct your Intermediary on how to vote your shares, or instruct the Intermediary to authorize you or someone you appoint to attend and vote at the Meeting. To do so, you will need to complete a form of proxy sent to you by or on behalf of your Intermediary (the “Form of Proxy”), sign it and return it to your Intermediary or to another party directed by your Intermediary. If you want to attend and vote at the Meeting yourself, then you will need to strike out the names of the Management nominees just before the blank space on the Form of Proxy, and insert your own name in the blank space. You can also appoint someone else to attend the Meeting and vote on your behalf by inserting that person’s name in the blank space instead of your own on the Form of Proxy.

The Company will be providing Meeting materials to the Intermediaries listed on its register of Shareholders (or listed by the depository or other agent used by the Intermediary) as requested. Unless you have waived the requirement to do so, the Intermediaries are required to forward these Meeting materials to you. In addition to the Form of Proxy, the Meeting materials will include this Information Circular. The Company does not intend to pay for Intermediaries to forward meeting materials to the objecting beneficial owners (“OBOs”) pursuant to NI 54-101. Therefore, OBOs will not receive materials unless their Intermediary assumes the cost of delivery.

Again, if you wish to give voting instructions to your Intermediary to vote on your behalf at the Meeting or if you wish to attend the Meeting and vote in person or have someone else attend and vote on your behalf, you must complete the Form of Proxy and return it in accordance with the instructions and time limits provided. This will enable your Intermediary either to vote your shares as you have directed, or to give formal notice to the Company that you or someone you have appointed has the authority to attend and vote at the Meeting.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

None of the directors or executive officers of the Company, nor any person who has held such a position since the beginning of the last completed financial year of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors and the re-approval of the Company’s stock option plan (the “ Stock Option Plan ”) .

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue unlimited common shares without par value, of which the Company has outstanding 17,560,250 common shares as at December 20, 2021, each common share carrying the right to one vote. The directors of the Company (the “ Directors ”) have fixed December 16, 2021 as the record date (the “ Record Date ”). Shareholders of record at the close of business on the Record Date, are entitled to vote at the Meeting or any adjournment thereof.

To the knowledge of the Directors and executive officers of the Company, there are no Shareholders who beneficially own, directly or indirectly, or exercise control or direction over, voting shares of the Company

carrying more than 10% of the voting rights attached to all of the issued and outstanding voting shares of the Company.

As at the date of this Information Circular, the Directors and senior officers of the Company, as a group, own beneficially, directly or indirectly, or exercise control or direction over an aggregate of 4,500,000 common shares, or approximately 25.63% of the outstanding voting shares of the Company. (Common shares beneficially owned or over which a director or officer exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective Directors individually, or the Company has relied on public information provided on SEDI.)

PARTICULARS OF MATTERS TO BE ACTED UPON

Receiving the Audited Annual Financial Statements

At the Meeting, Shareholders will receive and consider the Company’s annual audited financial statements for the fiscal years ended February 28, 2021, together with the auditor’s report thereon and the Company’s unaudited condensed interim financial statements for the three and six months ended August 31, 2021 (the “ Financial Statements ”). The Financial Statements, together with the management’s discussion and analysis of the Company’s management’s discussion and analysis for the year ended February 28, 2021, can be found under the Company’s issuer profile on SEDAR at www.sedar.com.

Appointment of Auditors

At the Meeting, Shareholders will be asked to vote for the re-appointment of RSM Canada LLP, Chartered Accountants, as the Company’s auditors at a remuneration to be fixed by the Directors (the “ Auditor Resolution ”). RSM Canada LLP, Chartered Accountants were appointed as the Company’s auditor on July 19, 2018. On the representations of the said accountants, neither that firm nor any of its partners has any direct financial interest or any material indirect financial interest in the Company or any of its subsidiaries or has had any connection during the past three years with the Company or any of its subsidiaries in the capacity of promoter, underwriter, voting trustee, director, officer or employee.

The following is the text of the Auditor Resolution that will be put forward for approval by the Shareholders at the Meeting:

“ RESOLVED, AS AN ORDINARY RESOLUTION, that RSM Canada LLP, Chartered Accountants, be appointed as auditor of the Company, at a remuneration to be fixed by the Board of Directors, provided that the Board of Directors in their discretion may seek proposals from other qualified accounting firms for the position of auditor of the Company for the ensuing year, and, should one or more favourable proposals be received, the Directors may replace RSM Canada LLP as the Company’s auditor at any time during the ensuing year with a qualified accounting firm at a remuneration to be fixed by the Board of Directors, subject to compliance by the Company with the requirements of the British Columbia Securities Commission.”

Election of Directors

Management proposes to nominate the persons named in the following table for election as directors of the Company. Management does not contemplate that any of these nominees will be unable to serve as a director. Each director elected will hold office until the next annual general meeting or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated.

At the Meeting, the Shareholders will be asked to vote on a resolution fixing the number of directors of the Company at four (4). The following table sets out the names of the management nominees for election as directors, the province or state in which each is ordinarily resident, a brief biography of each, all offices of the Company now held by each of them, their principal occupations, the period of time for which each has been a director of the Company, and the number of Voting Shares of the Company beneficially owned by each of them, directly or indirectly, or over which control or direction is exercised, as at the date hereof.


Name, Residence, Position with the Company and Year First Became a Director	Principal Occupation for Past Five Years	Voting Shares Owned or Controlled, Directly and Indirectly(1)
MARK WILLIAM KOHLER(2)(4) Ontario, Canada Director, CEO and Chairman and Promoter Since May 8, 2018	• Chairman and CEO at Exelerate, Inc. from July 2002 to present. • Chairman and Director of CloudMD Software & Services Inc. from March 19, 2020 to present. • Director of Bee Vectoring Technologies International Inc. from June 18, 2021 to present. • Director of Crystal Bridge Enterprises Inc. from February 2018 to March 2021. • Adjunct Professor at York University from September 2007 to 2020.	1,550,000 Common Shares
BARRY CAMERON RICHARDS(2)(3) Ontario, Canada Director Since June 19, 2018	• Banker at Paradigm Capital from January 2004 to present.	1,450,000 Common Shares
SHELDON POLLACK(3) Ontario, Canada Director Since December 13, 2018	• Chairman and Director of AcuityAds Holdings Inc. from January 9, 2013 to present. • CEO and Director of OV2 Investment 1 Inc. from November 2016 to present. • Chairman and Director of Overactive Media Corp. from November 2017 to present.	650,000 Common Shares
MICHAEL BOYD(2)(3) Ontario, Canada Director Since November 11, 2020	• Director of Flexwork Properties Ltd. from June 13, 2011 to present. • Director of CO2 GRO Inc. from March 9, 2012 to present.	50,000 Common Shares

(1) The information as to province or state of residence, principal occupation and common shares beneficially owned or over which a director exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective directors individually, or the Company has relied on public information provided on SEDI. Figure does not include options or warrants to purchase unissued shares of the Company.

(2) Member of the Audit Committee.

(3) A director that is independent pursuant to definitions set out in National Policy 58-101 Disclosure of Corporate Governance Practices and National Instrument 52-110 Audit Committees.

(4) A director that is not independent pursuant to definitions set out in National Policy 58-101 Disclosure of Corporate Governance Practices and National Instrument 52-110 Audit Committees.

Unless instructions are given to abstain from voting with respect to the election of directors, the persons named in the enclosed form of proxy intend to vote FOR the election of the nominees named in the table above. Management of the Company has no reason to believe that any of such persons will be unable to serve as a director, but if that should occur for any reason prior to the election, the persons named in the enclosed form of proxy reserve the right to vote for another nominee of their choice.

As at the date of this Information Circular, other than as follows, no proposed director was, or has been within 10 years before the date of this Circular,

(a) a director or executive officer of a 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 the issuer access to any exemptions under applicable Securities Laws, for a period of more than 30 consecutive days;
(ii) was subject to an event that resulted, after the director or executive officer ceased to be a director or executive 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; or
(iii) 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 or 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
(b) 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 or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Michael Boyd was a director of Outlook Resources Inc. (“ Outlook ”) from September 8, 2009 to January 9, 2013. The securities of Outlook were the subject of a temporary cease trade order issued by the Ontario Securities Commission on April 4, 2011, as extended by a further order dated April 15, 2011 (collectively, the “ Ontario Outlook Cease Trade Order ”), and were also the subject of a cease trade order issued by the British Columbia Securities Commission on April 7, 2011 (the “ BC Outlook Cease Trade Order ” and a cease trade order issued by the Alberta Securities Commission on July 14, 2011 (the “ Alberta Cease Trade Order ”). The Ontario Outlook Cease Trade Order, the BC Outlook Cease Trade Order and the Alberta Cease Trade Order are referred to collectively herein as the “ Outlook CTOs ”. The Outlook CTOs were issued due to defaults by Outlook under the continuous disclosure requirements of applicable securities laws and they are still in effect. Also, on January 27, 2011, Outlook filed a proposal under the Bankruptcy and Insolvency Act (Canada) and, effective April 19, 2012, the shares of Outlook were suspended from trading on the NEX Board of the TSX Venture Exchange (the “ TSXV ”). Michael Boyd was a director of Outlook when the Outlook CTOs were issued and when Outlook made its proposal under the Bankruptcy and Insolvency Act (Canada).

Re-Approval of the Company’s Stock Option Plan

The Company’s Stock Option plan was amended to a “10% rolling” stock option plan, in accordance with the updated Policy 2.4 – Capital Pool Companies, of the Corporate Finance Manual of the TSXV (“ TSXV Manual ”) , effective as at January 1, 2021 (“ Policy 2.4 ”), at the Company’s annual general and special

meeting of shareholders on January 28, 2021. Under the policies of the TSXV and pursuant to the Company’s Stock Option Plan, Shareholders are required to approve the Company’s Stock Option Plan on a yearly basis at an annual general meeting of the Company.

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution to re-approve the Company’s Stock Option Plan (the “ Option Plan Resolution ”).

The Board recommends that Shareholders vote in favour of the Option Plan Resolution. Unless the Shareholder has specifically instructed in the enclosed form of proxy that the Common Shares represented by such proxy are to be voted against the Option Plan Resolution, the persons named in the accompanying proxy will vote FOR the Option Plan Resolution.

The following is the text of the Option Plan Resolution that will be put forward for approval by the Shareholders at the Meeting:

“ BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

1. The Company’s Stock Option Plan, as attached as Appendix 2 to this Circular, is hereby ratified, approved, and confirmed; and

2. Any director or officer of the Company be, and such director or officer of the Company, is hereby, authorized, instructed, and empowered, acting for, in the name of and on behalf of the Company, to do or to cause all such other acts and things in the opinion of such director or officer of the Corporation as may be necessary or desirable in order to fulfill the intent of this foregoing resolution.”

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Currently, under Policy 2.4, the Company makes no compensation payment to its executive officers or directors.

Option-based Awards

The Company’s Stock Option Plan has been and will be used to provide share purchase options which are granted in consideration of the level of responsibility of the executive as well as his impact or contribution to the longer-term operating performance of the Company. In determining the number of options to be granted to the executive officers, the Board of Directors takes into account the number of options, if any, previously granted to each executive officer, and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the Exchange.

As the Company does not have a Compensation Committee, the independent directors will have the responsibility to administer compensation policies related to the executive management of the Company, including option-based awards.

Named Executive Officer Compensation

The following table sets forth certain information regarding the compensation for the fiscal year ended February 28, 2021 of (i) the Chief Executive Officer (“ CEO ”) of the Company in such year (ii) the Chief

Financial Officer (“ CFO ”) of the Company in such year and (iii) the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the fiscal year, whose total compensation was, individually, more than $150,000 for fiscal 2021 (calculated in accordance with the prescribed form), or who would have been such an executive officer but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of the fiscal year.

The Company has two Named Executive Officers, Mr. Mark William Kohler, the Company’s Chairman and CEO, and Mr. Sean Carr, the Company’s CFO (the “Named Executive Officers” or “NEOs”).

Table of compensation excluding compensation securities

Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Mark William Kohler CEO	2021	Nil	Nil	Nil	Nil	Nil	Nil
Sean Carr CFO	2021	Nil	Nil	Nil	Nil	Nil	Nil

Stock Options and Other Compensation Securities

The following table sets out incentive option-based awards granted or issued to each Director and NEO during the financial year ended February 28, 2021, or the interim period up to and including December 20, 2021. The Company does not award any compensation securities other than options.


		Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, Conver- sion 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 William Kohler Chairman & CEO; Director	Stock Options	585,000	June 7, 2019	$0.10	n/a	n/a	June 7, 2029
Sean Carr CFO	Stock Options	150,000	June 7, 2019	$0.10	n/a	n/a	June 7, 2029
Barry Cameron Richards Director	Stock Options	205,000	June 7, 2019	$0.10	n/a	n/a	June 7, 2029
Dr. Myrna Francis(1) Former Director	Stock Options	90,000	June 7, 2019	$0.10	n/a	n/a	June 7, 2029


		Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, Conver- sion 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
Sheldon Pollack Director	Stock Options	150,000	June 7, 2019	$0.10	n/a	n/a	June 7, 2029
Michael Boyd Director	Stock Options	100,000	Nov. 11, 2020	$0.10	n/a	n/a	Nov. 11, 2025

(1) Dr. Myrna Francis resigned from the Company’s board of directors on July 16, 2020 and forfeited her stock options.

Director Compensation

As of the date of this Information Circular, no options have been exercised by any directors.

Stock Option Plan

The Company’s current Stock Option Plan allows the Company to grant incentive stock options to its officers, employees, consultants and Directors. The purpose of granting such options is to assist the Company in compensating, attracting, retaining and motivating the Directors, officers, consultants and employees of the Company, and to closely align the personal interests of such persons to that of the Shareholders.

The Company adopted the Plan on January 28, 2021. The below is a summary of the Plan that does not reflect the amendments to the Plan proposed above. If the amendments proposed above are implemented, the terms of the Plan will be amended in accordance with those proposed amendments.

The terms of the Plan provide that the number of shares which may be reserved for issuance under the Plan (together with all other share compensation arrangements of the Company) shall not exceed 10% of the issued and outstanding shares of the Company from time to time on a non-diluted basis. Shares issuable pursuant to options granted under the Stock Option Plan that have been exercised, cancelled or otherwise terminated shall be available for subsequent grants under the Plan.

No option granted pursuant to the Stock Option Plan may be granted unless the optionee first enters into an escrow agreement with the Company agreed to deposit the options, and the shares acquired pursuant to the exercise of such option, into escrow until the issuance of the Final QT Exchange Bulletin (as defined in Policy 2.4 of the TSXV Manual) and in accordance with the terms of the escrow agreement and Policy 2.4 of the TSXV Manual.

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The Stock Option Plan is administered by the Board of Directors, or a committee thereof, who have the authority to grant options to directors, officers, employees, and consultants. At the time an option is granted, the Board will determine the exercise price, which shall not be less than the closing price of the common shares traded on the TSX Venture Exchange on the day immediately preceding the date of the grant, and any vesting criteria or other restrictions with respect to the exercise of the options. Subject to the restrictions contained in the Plan, the Board of Directors or a committee thereof may also impose such other terms and conditions as it shall deem necessary or advisable at the time of the grant. All securities under option are Common Shares.

Subject to the Policies of the TSXV, a “rolling” stock option plan must be approved and ratified annually by the Shareholders at the Meeting of the Shareholders of the Company.

Employment, Consulting and Management Agreements

Service Contracts

The Company has no formal agreements with its Chief Executive Officer, Chief Financial Officer or nonmanagement Directors.

The NEOs and non-management Directors currently receive no compensation from the Company in their capacity as such, or for providing extra services to the Company, other than stock options, which may be granted pursuant to the Company’s Plan. They are entitled to receive bonuses or other compensation as the Board of Directors of the Company may determine from time to time and are entitled to reimbursement for any expenses incurred by them on behalf of the Company. The Company does not maintain a pension plan for the NEOs or Directors.

Certain directors of the Company are partners or principals of other businesses which have provided professional services to the Company during the last completed financial year, and for which the Company has made certain payments.

The NEOs and Directors do not receive benefits upon termination of their position with the Company, other than pursuant to the terms of the Plan.

Pursuant to the terms of the Plan, in the event of termination other than for cause of a NEO, all options to purchase common shares then held by the NEO will terminate on the earlier of the original expiry date(s) of such options and the 30[th] day following termination of employment (in the case of a director, on the 90[th] day following termination) or, at the discretion of the Board, up to one year following termination. In the case of termination for cause, all options then held shall terminate on the day following the date of termination for cause. In the event of the death or permanent disability of a NEO or director, options terminate on the earlier of 365 days after the date of death or the original expiry date of the option.

Other than as disclosed above, the Company has no plans or arrangements in respect of remuneration received, or that may be received, by the NEOs or any other director or officer of the Company, in the Company’s most recently completed fiscal year or current fiscal year, in respect of compensating such officers in the event of termination of employment as a result of resignation, retirement, a change of control of the Company, or a change in an individual’s responsibilities.

Directors’ and Officers’ Liability Insurance

The Company purchases annual insurance coverage for directors' and officers' liability.

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Salaries

The Company currently has no employment or consulting agreements with its NEOs and does not pay a salary to its NEOs.

Stock Options

Options to purchase common shares are granted from time to time, pursuant to the Plan, primarily to provide an incentive to achieve the Company’s goals by aligning the interests of NEOs with those of Shareholders, attracting and retaining personnel, and acting as a longer-term incentive to such personnel to encourage commitment to the Company and its objectives.

The granting of options is subject to Board approval. There is no set time for considering or granting options. Each individual’s grant is based, at a minimum, on an individual’s position and level of responsibility in the Company, the duration of the individual’s service with the Company, the number and terms of stock options then held by the individual, the individual’s current performance and expected future performance and value to the Company, and the number of options remaining for grant pursuant to the Plan.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

EQUITY COMPENSATION PLAN INFORMATION (AS AT FEBRUARY 28, 2021)

Following is a summary of shares subject to issuance under the Company’s Equity Compensation Plans and shares remaining available for grant as at the end of the most recently completed financial year.

Plan Category	Number of securities 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 securityholders	1,180,000	$0.10	576,025
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	1,180,000	$0.10	576,025

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

National Policy 58-201 Corporate Governance Guidelines and National Instrument 58-101 Disclosure of Corporate Governance Practices set out a series of guidelines for effective corporate governance. The guidelines address matters such as the composition and independence of corporate boards, the functions to be performed by boards and their committees, and the effectiveness and education of board members. Each reporting issuer must disclose on an annual basis and in prescribed form, the corporate governance practices that it has adopted. The following is the Company’s required annual disclosure of its corporate governance practices;

Board of Directors

Of the current Board of Directors of the Company, Barry Cameron Richards, Sheldon Pollack and Michael Boyd are independent directors. Mark William Kohler is not an independent director by virtue of his

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position as Chief Executive Officer of the Company. The Board therefore contains a majority of independent directors.

Directorships

The following directors of the Company are also directors in the following reporting issuers:

Mark William Kohler CloudMD Software & Services Inc. (TSX-V) Bee Vectoring Technologies International Inc. (CSE) Sheldon Pollack AcuityAds Holdings Inc. (TSX-V) OV2 Investments 1 Inc. (TSX-V) Overactive Media Corp (TSX-V) Michael Boyd Flexwork Properties Ltd (TSX-V) CO2 GRO Inc. (TSX-V)

Orientation and Continuing Education

Management of the Company takes steps to ensure that its directors and officers are continually updated as to the latest corporate and securities policies which may affect the directors, officers, committee members and the Company as a whole. The Company continually reviews the latest securities rules and policies and is on the mailing list of the TSX Venture Exchange to receive updates to any of those policies. Any such changes or new requirements are then brought to the attention of the Company’s directors either by way of Director or Committee meetings or circulated in a memorandum.

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.

Pursuant to corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and disclose to the board the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party to the contract or transaction or has a material interest in a party to the contract or transaction. The director must then abstain from voting on the contract or transaction unless the contract or transaction (i) relates primarily to their remuneration as a director, officer, employee or agent of the Company or an affiliate of the Company, (ii) is for indemnity or insurance for the benefit of the director in connection with the Company, or (iii) is with an affiliate of the Company. If the director abstains from voting after disclosure of their interest, the directors approve the contract or transaction and the contract or transaction was reasonable and fair to the Company at the time it was entered into, the contract or transaction is not invalid and the director is not accountable to the Company for any profit realized from the contract or transaction. Otherwise, the director must have acted honestly and in good faith, the contract or transaction must have been reasonable and fair to the Company and the contract or transaction be approved by the Shareholders by a special resolution after receiving full disclosure of its terms in order for the director to avoid such liability or the contract or transaction being invalid.

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Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the Shareholders for election at the annual meeting of Shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience. The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed in light of such change.

Other Board Committees

The Company currently does not have the Compensation Committee or Corporate Governance Committee, other than the Audit Committee. The Audit Committee Charter and additional disclosure related to the Audit Committee is attached hereto in Appendix 1.

Assessments

Being a venture issuer with limited administration resources, the Directors of the Company work closely with management, and each other, and as a consequence are in a position to assess the performance of the Board, its Committee and individual directors on an ongoing basis.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the Directors or executive officers of the Company or associates or affiliates of such persons is or has been indebted to the Company or its subsidiaries at any time since the beginning of the last completed financial year of the Company.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise set out in this Information Circular and other than transactions carried out in the ordinary course of business of the Company, no insider or proposed nominee for election as a director of the Company, and no associate or affiliate of the foregoing persons, has or had any material interest, direct or indirect, in any transaction since the commencement of the Company’s last completed financial year, or in any proposed transaction which in either such case has materially affected or will materially affect the Company.

OTHER MATTERS

The management of the Company is not aware of any matter to come before the Meeting other than as set forth in the Notice of Meeting and this Information Circular. If any other matter properly comes before the Meeting, it is the intention of the persons named in the Proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

ADDITIONAL INFORMATION AND DOCUMENTS REFERENCED

Additional information relating to the Company can be found under the Company’s issuer profile on SEDAR at www.sedar.com. Shareholders may contact the Company to request copies of the Company’s financial statements and Management’s Discussion and Analysis (“ MD&A ”), and any other public documents of the Company referred to herein, free of charge, by contacting Sean Carr, Corporate Secretary

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at 885 W Georgia Street, Suite 2200, Vancouver, BC V6C 3E8. Financial information is provided in the Company’s comparative financial statements and MD&A for its most recently completed financial year.

APPROVAL OF THE BOARD OF DIRECTORS

The contents and the sending of this Information Circular have been approved by the Board of Directors of the Company.

Dated: December 20, 2021

By Order of the Board of Directors of EXELERATE CAPITAL CORP.

(Signed) “Mark William Kohler” Mark William Kohler CEO & Chairman

APPENDIX 1 FORM 52-110F2 - DISCLOSURE BY VENTURE ISSUERS

1. The Audit Committee Charter

The Company's Audit Committee Charter is set forth below in Appendix 1.1.

2. Composition of the Audit Committee

The Audit Committee of the Company is currently Mark William Kohler, Barry Cameron Richards and Michael Boyd. The majority of the Audit Committee are independent directors. Mark William Kohler is not “independent” due to his position as Chief Executive Officer of the Company. Barry Cameron Richards and Michael Boyd are “independent” and all members are "financially literate" as such terms are defined in National Instrument 52-110 - Audit Committees ("NI 52-110").

3. Relevant Education and Experience

The education and experience of each Audit Committee member are described below and in this Information Circular under the section entitled “ Election of Directors ”.

Barry Cameron Richards (Chair)

Mr. Richards has 30 years of work experience, and is currently the Managing Director, Investment Banking at Paradigm Capital, a private boutique Investment Bank founded in 1999, that provides sales, trading, research and investment banking including corporate finance, M&A, and strategic advisory services to private and public organizations, and institutional investors, including mutual funds and pension funds, venture capital firms and private equity funds in Canada and the United States.

Mr. Richards has served as an active Board and Advisory Board member at a number of organizations in North America, including TO Health, a health cluster for the Toronto Region founded by the Toronto Board of Trade, Novatel Wireless (now Inseego, a NASDAQ listed company), Paradigm Capital, Sprott Securities and Mobile Computing Corp.

Mark William Kohler

Mr. Kohler was the Board appointed Chief Financial Officer, Chief Risk Officer, and Corporate Secretary for Jameson Bank, a Schedule I Bank in Canada, and he was also SVP Corporate Development at the Hostopia Division of Deluxe Corporation, a NYSE listed corporation serving the banking industry. Mr. Kohler was the EVP Chief Financial Officer and Corporate Secretary of AirIQ Inc., a Toronto Stock Exchange listed IoT company with operations in Toronto, Irvine and San Diego California during 2002 to 2007, and he was a corporate director of that company from 2004 to 2005. He has also held senior executive roles at private companies such as: Spectra Securities Software Inc. prior to its sale to Sanchez, and Personus Inc., prior to its sale to CGI. He has been Special Senior Advisor to Ontario’s Home Care sector, Epic Canadian Healthcare Funds, and is Executive-in-Residence to The World Health Innovation Network.

Mr. Kohler has served as an active Board and Advisory Board member at many leading organizations in North America, including as the Chairman of Community Trust Company, a federally regulated financial institution, and as the Executive Chairman of QHR Corporation, a national publicly listed healthcare technology company, where he championed the new strategy and profitable transformation of its varied healthcare technology assets which led to the recently announced $170 million sale to Loblaw Companies Limited.

He is currently the Chairman of CloudMD Software & Services Inc., a member of the audit committee of Bee Vectoring Technologies International Inc., and the Chairman of Privacy Horizon Inc., a data privacy and cyber security and compliance solutions company.

Mr. Kohler is a Chartered Professional Accountant (1989), and a Certified Corporate Director having obtained his ICD.D designation from the Institute of Corporate Directors and the Rotman School of Management at the University of Toronto, in 2013. He obtained his Bachelor of Commerce (Honours) in 1987 from Queen’s University at Kingston

where he was awarded the D.I. McLeod Scholarship and Edyth Whyte Prize for highest standing in Economics at the University.

Michael Boyd

Michael Boyd holds an MBA degree (1976) from Western University’s Ivey Business School and has more than four decades of experience in bridge debt financing, venture capital, private equity, lending and corporate finance with small and mid-sized public companies. Mr. Boyd has expertise in starting up businesses and raising capital through his roles as the CEO of BG Acorn Capital Fund from 1982 to 1989; as a senior executive with Toronto brokerage firms from 1992 to 1995; as a Managing Director of Merchant Banking with HSBC Capital (Canada) Inc. from 1997 to 2002; and as General Partner of Argosy Bridge Fund from 2002 to 2016. He has served on the boards of 18 private and public companies, often as chair of the audit and governance committees. Mr. Boyd is also on the Independent Review Committee of a public mutual fund group.

4. Audit Committee Oversight

See Appendix 1.1 Role of Audit Committee. Since the commencement of the Company's most recently completed financial year, no recommendation of the audit committee to nominate or compensate an external auditor was not adopted by the Board of Directors.

5. Reliance on Certain Exemptions

Since the commencement of the Company's most recently completed financial year, it has not relied on the exemptions in section 2.4 (De Minimum Non-audit Services) or an exemption granted under Part 8 (Exemptions) of NI 52-110.

6. Pre-Approval Policies and Procedures

The Audit Committee approves any requests for audit and non-audit services and fees rendered to the Company and its subsidiaries by the external auditor.

7. External Auditor Service Fees (By Category)

The fees paid, excluding HST, to the Company's external auditor in each of the last two fiscal years are as follows:

Year Ended February 29/28	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
2021	$6,688	$0.00	$0.00	$0.00
2020	$6,420	$0.00	$0.00	$0.00

8. Exemption

The Company is a "venture issuer" as defined in NI 52-110 and is relying on the exemption contained in section 6.1 of NI 52-110, which exempts it from the requirements of Part 3 (Composition of Audit Committees) and Part 5 (Reporting Obligations) of NI 52-110.

APPENDIX 1.1

EXELERATE CAPITAL CORP. CHARTER OF THE AUDIT COMMITTEE

MEMBERSHIP

1.1 The audit committee (the “ Committee ”) of the board of directors (the “ Board ”) of Exelerate Capital Corp., formerly Exelerate Health Inc. (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 must be financially literate, as this term is defined under National Instrument 52-110 - Audit Committees (the “ Instrument ”).
1.3 No member of the Committee may serve simultaneously on the audit committee or any other board committee of more than two other public companies, unless the Board determines that simultaneous service will not materially adversely affect the Committee from acting independently or from fulfilling its mandate in accordance with applicable law.
1.4 The Board shall appoint members to the Committee. The members of the Committee shall be appointed for one-year terms after each annual securityholders’ meeting 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.
1.5 New Committee members shall be provided with an orientation program to educate them on the Company, their roles and responsibilities on the Committee and the Company’s financial reporting and accounting practices. Committee members shall also receive training as necessary, to increase their understanding of financial, accounting, auditing and industry issues applicable to the Company.
1.6 The Committee shall appoint the chair from one of its members (the “ Chair ”). The Chair must be a nonexecutive Director. Subject to Section 1.4, the Committee shall determine the Chair’s term of office.
1.7 A quorum for decisions of the Committee shall be two members.

COMMITTEE MEETINGS

1.8 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.
1.9 Notice of the time and place of a Committee meeting shall be given by the Committee to the Company’s external auditor (the “ Auditor ”) in the same manner notice is provided to Committee members. The Committee shall provide the Auditor with all meeting materials in advance of the meeting.
1.10 On request of the Auditor, the Chair shall convene a meeting of the Committee to consider any matter that the Auditor believes should be brought to the attention of the directors or shareholders of the Company.
1.11 The Chair shall seek input from Committee members, the Company’s management, the Auditor and Board members when setting each Committee meeting’s agenda.
1.12 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.
1.13 The chair of the Board (the “ Board Chair ”), the chief executive officer of the Company (” CEO ”) and chief financial officer of the Company (” 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.
1.14 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.
1.15 The Committee may meet for a private session, excluding management, non-independent directors or other third parties, following each Committee meeting or as otherwise determined by the Committee.

PURPOSE, ROLE AND AUTHORITY

1.16 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.
1.17 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.

DUTIES AND RESPONSIBILITIES

1.18 The Committee has the duties and responsibilities set out in Sections 5 to 14 of this Charter, as may be amended, supplemented or restated from time to time.

EXTERNAL AUDITOR - APPOINTMENT AND REMOVAL

The Committee shall:

1.19 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.
1.20 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).
1.21 Review and monitor the independence of the Auditor.
1.22 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.

AUDITOR OVERSIGHT - AUDIT SERVICES

The Committee shall:

1.23
Require the Auditor to report directly to the Committee.
1.24 Be directly responsible for overseeing the work of the Auditor engaged for the purpose of preparing or issuing the Auditor’s report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the Auditor regarding financial reporting.
1.25 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
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by the Auditor to identify risks and reporting such risks to the Committee; and (b) any other matters relevant to the audit.

1.26 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 generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting, as amended from time to time (” GAAP ”) that have been discussed with management, the ramifications of the use of such alternative treatments and the treatment preferred by the Auditor.
1.27 Review any major issues regarding accounting principles, including GAAP, and financial statement presentation with the Auditor and the 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.
1.28 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.
1.29 Review all material communications between management and the Auditor, including reviewing the Auditor’s management letter and management’s response.
1.30 Create, 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.
1.31 Oversee any other matters relating to the Auditor and the performance of audit services on the Company’s behalf.

AUDITOR OVERSIGHT - NON-AUDIT SERVICES

The Committee shall:

1.32 Pre-approve all non-audit services to be provided by the Auditor to the Company or its subsidiaries in accordance with the Instrument.
1.33 Notwithstanding Section 7.1, the Committee may delegate the pre-approval of non-audit services to a member or certain members of the Committee. These member or members shall notify the Committee at each Committee meeting of the non-audit services they approved since the last Committee meeting.

INTERNAL CONTROLS

The Committee shall:

1.34 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.
1.35
Require the Internal Auditors to report directly to the Committee.
1.36 Oversee an effective system of internal controls and procedures for the Company relating to the financial reporting process and disclosure of the financial results, including accounting, internal accounting controls, and auditing matters (“ Internal Controls ”).
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1.37 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.
1.38 Review management’s roles, responsibilities and performance in relation to the Internal Controls.
1.39 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.
1.40 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 confidential, anonymous submission of employees’ concerns relating to questionable accounting or auditing matters engaged in by the Company; and (c) the independent investigation of the matters set out in Section 8.7(a) and Section 8.7(b), including appropriate follow up actions.
1.41 Review and discuss 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.

FINANCIAL STATEMENTS

The Committee shall:

1.42 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 ”). The Committee’s review of the annual audited financial statements will include a review of the notes contained in the financial statements, in particular the notes on: (a) significant accounting policies, including any changes made to them and the effect this may have on the Company; (b) significant estimates and assumptions; (c) significant adjustments resulting from an audit; (d) the going concern assumption; (e) compliance with accounting standards; (f) investigations and litigation undertaken by regulatory authorities; (g) the impact of unusual transactions; and (h) off-balance sheet and contingent asset and liabilities, and related disclosures.
1.43 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 GAAP, the Company’s financial condition, operational results and cash flows.
1.44 Upon satisfactory completion of its review, recommend the annual audited financial statements, Auditor’s report and annual MD&A for Board approval.
1.45 Review the interim financial statements and related MD&A with the Auditor and management, and if satisfied that the interim financial statements meet the criteria set out in Section 9.2 to recommend to the Board that it approve the interim financial statements and accompanying MD&A.

DISCLOSURE OF OTHER FINANCIAL INFORMATION

The Committee shall:

1.46 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.
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1.47 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.
1.48 Monitor and review the Company’s policy on confidentiality and disclosure on a yearly basis.

RISK MANAGEMENT

The Committee shall:

1.49 Review and discuss with management and the Internal Auditors (each privately or together) policies and guidelines to govern the processes by which management assesses and manages the Company’s risks, including the Company’s major financial risk exposures and fraud, and the steps management has taken to monitor and control such exposures.
1.50 Review the periodic reports delivered to the Committee by the Internal Auditors; and oversee the processes by which major Company risks are reviewed by either the Committee, another Board committee or the full Board.

LEGAL COMPLIANCE

1.51 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; review and oversee any policies, procedures and programs designed by the Company to promote legal compliance.

RELATED PARTY TRANSACTIONS

1.52 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.

OTHER DUTIES AND RESPONSIBILITIES

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

MEETINGS WITH THE AUDITOR

1.54 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, but not less than quarterly, 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.

MEETINGS WITH MANAGEMENT

1.55 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, but not less than quarterly, to discuss any concerns of the Committee, management or the Internal Auditors.

OUTSIDE ADVISORS

1.56 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
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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.

REPORTING

1.57 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 GAAP reconciliation, including any issues respecting the quality and integrity of financial statements, along with the MD&A; (f) the Company’s compliance with legal and regulatory matters and such matters affect the financial statements; and (g) the Company’s risk management programs and any risks identified in accordance with this program.

CHARTER REVIEW

1.58 The Committee shall review this Charter at least annually and recommend any proposed changes to the Board for approval. This Charter shall be posted on the Company’s investor relations website.

PERFORMANCE EVALUATION

1.59 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.

APPLICATION OF CHARTER

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

Last approved by the Board: January 29, 2021.

SCHEDULE “A” To the Audit Committee Charter

Procedures for the Submission of Complaints or Concerns Regarding Accounting, Internal Accounting Controls, Auditing Matters

The Audit Committee of the Board of Directors of Exelerate Capital Corp. (the “Company”) has established procedures for: (a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (b) the submission by employees of the Company and others, on a confidential and anonymous basis, of concerns regarding questionable accounting or auditing matters.

In accordance with National Instrument 52-110, the Audit Committee has adopted the following procedures:

The Company shall promptly forward to the Audit Committee any complaints that it has received regarding financial statement disclosures, accounting, internal accounting controls or auditing matters.
Any employee of the Company may submit, on a confidential, anonymous basis if the employee so desires, any concerns (the “concern”) regarding financial statement disclosures, accounting, internal accounting controls or auditing matters. All such concerns shall be set forth in writing and forwarded in a sealed envelope to the Chairman of the Audit Committee, in care of the Company’s Chairman at:

Exelerate Capital Corp. 885 W Georgia Street, Suite 2200, Vancouver, BC V6C 3E8 Attention: Barry Cameron Richards, Chairman

If an employee would like to discuss the concern with a member of the Audit Committee, the employee should indicate this in the submission and include a telephone number at which he or she might be contacted if the Audit Committee deems it appropriate.

Following the receipt of any concern submitted hereunder (the “submission”), the Audit Committee will investigate each matter so reported and take such steps, actions or institute such procedures as the Audit Committee deems appropriate.
The Audit Committee may enlist employees of the Company and/or outside legal, accounting or other advisors, as appropriate, to conduct any investigation of the submission and such other outside advisors shall use reasonable efforts to protect the confidentiality and anonymity of the complainant.
The Board of Directors stands behind this policy and guarantees that no retaliation of any kind will be taken or permitted to be taken against employees with respect to any submission made in good faith.
The Audit Committee shall retain the submission and the documentation related thereto as part of the records of the Audit Committee.

AUDIT COMMITTEE

EXELERATE CAPITAL CORP.

APPENDIX 2 EXELERATE CAPITAL CORP. STOCK OPTION PLAN

1. Objectives

The Plan is intended as an incentive to attract and retain qualified Directors, senior officers, Employees, and Consultants of the Company and its Affiliates, to promote a proprietary interest in the Company and its Affiliates among such persons, and to stimulate the active interest of such persons in the development and financial success of the Company and its Affiliates.

2. Definitions

2.1 As used in the Plan, the terms set forth below shall have the following respective meanings:
(a) “ Affiliate ”, when referring to the relationship between two companies, means that one of them is the subsidiary of the other, or each of them is controlled by the same person or entity;
(b) “ Black-Out Period ” means that period during which a trading black-out period is imposed by the Company to restrict trades in the Company’s securities by an Optionee or Permitted Assign;
(c)
“ Board ” means the board of directors of the Company;
(d) “ Cause ” means: (i) in the case of an Employee (1) cause as such term is defined in the written employment agreement with the Employee or if there is no written employment agreement or cause is not defined therein, the usual meaning of just cause under the common law or the laws of the jurisdiction in which the employee is employed; or (2) the termination of employment as a result of an order made by any Regulatory Authority having jurisdiction to so order; (ii) in the case of a Consultant (1) the occurrence of any event which, under the written consulting contract with the Consultant or the common law or the laws of the jurisdiction in which the consultant provides services, gives the Company or any of its affiliates the right to immediately terminate the consulting contract; or (2) the termination of the consulting contract as a result of an order made by any Regulatory Authority having jurisdiction to so order; (iii) in the case of a Director, ceasing to be a Director as a result of (1) ceasing to be qualified to act as a director of a company under section 128 of the Business Corporations Act (British Columbia) or equivalent provisions in any replacement legislation; (2) a resolution having been passed under section 128 (3) of the Business Corporations Act (British Columbia) or equivalent provisions in any replacement legislation; or (3) an order made by any Regulatory Authority having jurisdiction to so order; or (iv) in the case of an Officer, ceasing to be an Officer as a result of an order made by any Regulatory Authority having jurisdiction to so order.
(e) “ Change of Control ” means and shall be deemed to have occurred if one of the following events takes place: (i) the Company sells, leases or otherwise disposes of all or substantially all of its assets and undertaking to a Person or a combination of Persons at arm’s length to the Company and its affiliates, whether pursuant to one or more transactions; (ii) the Company amalgamates or enters into a plan of arrangement with another company at arm’s length to the Company and its affiliates, other than an amalgamation or plan of arrangement that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or resulting entity) more than 50% of the combined voting power of the surviving or resulting entity outstanding immediately after such amalgamation or plan of arrangement; (iii) any Person or combination of Persons at arm’s length to the Company and its affiliates acquires or becomes the beneficial owner of, directly or indirectly, more than 50% of the voting securities of the Company, whether through the acquisition of previously issued and outstanding voting securities, or of voting securities that have not been previously issued, or any combination thereof, or any other transaction having a similar effect; or (iv) any resolution is passed or any action or proceeding is taken with respect to the liquidation, dissolution or winding-up of the Company;
(f) “ Committee ” means a committee of the Board that the Board may, in accordance with section 3.1 hereof, designate to administer the Plan, or if no such Committee has been designated or established, the Board;
(g) “ Company ” means Exelerate Capital Corp., a company existing under the laws of the Province of British Columbia, and any successor company;
(h) “ Consultant ” means, in relation to the Company, an individual or Consultant Company, other than an Employee or a Director/Officer of the Company, that:
(i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Company or to an Affiliate of the Company, other than services provided in relation to a distribution of securities;
(ii) provides the services under a written contract between the Company of the Affiliate of the Company and the individual or the Consultant Company;
(iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or an Affiliate of the Company; and
(iv) has a relationship with the Company or an Affiliate of the Company that enables the individual to be knowledgeable about the business and affairs of the Company.
(i) “ Consultant Company ” means, for an individual Consultant, a company or partnership of which the individual is an employee, shareholder or partner;
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(j) “ CPC ” means a Capital Pool Company as defined in Policy 2.4 of the TSXV Manual;
(k) “ Date of Grant ” means the date an Option is granted by the Committee to the Optionee, subject to any Regulatory Authority or other approvals or conditions;
(l) “ Directors ” means directors of the Company or any subsidiary of the Company;
(m) “ Disinterested Shareholder Approval ” means approval by a majority of the votes cast by all shareholders of the Company entitled to vote at a shareholders’ meeting, excluding votes attaching to shares of the Company beneficially owned by Insiders to whom Options may be granted under the Plan and associates of such persons;
(n) “ Employee ” means:
(i) an individual who is considered an employee of the Company or its subsidiary under the Income Tax Act (Canada);
(ii) an individual who works full-time for the Company or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source; or
(iii) an individual who works for the Company or its subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source;
(o) “ Exchange ” means the TSX Venture Exchange, the Toronto Stock Exchange or any other stock exchange on which the Shares are listed;
(p) “ Final QT Exchange Bulletin ” has the meaning given to such term in Policy 2.4 of the TSXV Manual;
(q) “ IPO ” means the initial public offering of the Company as a CPC conducted pursuant to Policy 2.4 of the TSXV Manual;
(r) “ Insider ” in relation to the Company means:
(i) a director or senior officer of the Company;
(ii) a director or senior officer of a company that is an Insider or subsidiary of the Company; or
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(iii) a person that beneficially owns or controls, directly or indirectly, Shares carrying more than 10% of the voting rights attached to all outstanding Shares;
(s) “ Investor Relations Activities ” means any activities, by or on behalf of the Company or a shareholder of the Company, that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, except for such activities that the Exchange specifically states to not be Investor Relations Activities;
(t) “ Management Company Employee ” means an individual employed by an entity providing management services to the Company, which are required for the ongoing successful operation of the business enterprise of the Company, but excluding an entity engaged in Investor Relations Activities;
(u) “ Market Price ” in relation to a Share subject to an Option on the Date of Grant of the Option means the last closing price of the Shares on the Exchange before such Date of Grant;
(v) “ Officers ” means senior officers or Management Company Employees of the Company or any subsidiary of the Company;
(w) “ Option ” means an option to purchase Shares granted under or subject to the terms of the Plan;
(x) “ Option Agreement ” means a written agreement between the Company and an Optionee that sets forth the terms, conditions and limitations applicable to an Option;
(y)
“ Option Period ” means the period during which an Option may be exercised;
(z) “ Optionee ” means a person to whom an Option has been granted under the terms of the Plan or who holds an Option that is otherwise subject to the terms of the Plan;
(aa) “ Person ” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency or entity however designated or constituted;
(bb)
“ Plan ” means this Stock Option Plan of the Company;
(cc) “ Qualifying Transaction ” has the meaning given to such term in Policy 2.4 of the TSXV Manual;
(dd) “ Regulatory Authorities ” means all Exchanges on which the Shares are listed, and all securities commissions or similar securities regulatory bodies having
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jurisdiction over the Company or its securities, this Plan or the Options granted from time to time hereunder.

(ee) “ Shares ” means common shares without par value in the capital of the Company; and
(ff) “ Termination Date ” means: (i) in the case of an Optionee’s resignation from employment or the termination of the Optionee’s consulting contract by the Optionee, the date that the Optionee provides notice of such resignation or termination to the Company or any of its affiliates; or (ii) in the case of the termination of the Optionee’s employment or consulting contract by the Company or any of its affiliates for any reason (whether such termination is lawful or unlawful) other than death, the date that the Company or any of its affiliates delivers written notice of such lawful or unlawful termination of the Optionee’s employment or consulting contract to the Optionee; or (iii) in the case of the expiry of a fixed-term employment agreement or consulting contract that is not renewed or extended, the last day of the term.
(gg) “ TSXV Manual ” means the Corporate Finance Manual of the TSX Venture Exchange.

3. Administration of the Plan

3.1 The Plan shall be administered by the Committee. With respect to Option grants to directors of the Company, the Board shall serve as the Committee. With respect to any other Options, the Board may specifically constitute a committee of directors of the Company as the Board may designate from time to time to serve as the Committee for the Plan, all of the members of which shall be and remain directors of the Company. Notwithstanding the foregoing, the Board may resolve to be the Committee to administer the Plan with respect to all of the Plan or certain participants and/or awards made or to be made under the Plan.
3.2 The Board shall have full and exclusive power to interpret the Plan, to adopt such rules, regulations and guidelines for carrying out the Plan as it may deem necessary or proper, all of which powers shall be exercised in the best interests of the Company and in keeping with the objectives of the Plan, and to reserve and issue Shares issuable pursuant to the exercise of Options. The Board may, in its discretion but subject to any necessary approvals of any stock exchange or Regulatory Authorities having jurisdiction over the securities of the Company, provide for the extension of the exercise period of an Option, eliminate or make less restrictive any restrictions contained in an Option, waive any restriction or other provision of the Plan or an Option or otherwise amend or modify an Option in any manner that is either (a) not adverse to the Optionee holding such Option or (b) consented to by such Optionee. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Option in the manner and to the extent the Committee deems necessary or desirable to carry it into effect. Any decision of the Committee in the interpretation and administration of the Plan shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned. No member of the Committee shall be liable for anything done or omitted to be done by such
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member, by any member of the Committee or by any officer of the Company in connection with the performance of any duties under the Plan, except for such member’s own willful misconduct or as expressly provided by statute.

3.3 All administrative costs of the Plan shall be paid by the Company.

4. Eligibility

4.1 Options may be granted to Employees, Directors/Officers and Consultants (and Consultant Companies as may be permitted by the Exchange) who are in the opinion of the Committee in a position to contribute to the success of the Company or any of its Affiliates or who, by virtue of their service to the Company or any predecessors thereof or to any of its Affiliates are, in the opinion of the Committee, worthy of special recognition, provided, however, that for the time the Company is a CPC, Options may only be granted to a director or officer of the CPC, and where permitted by applicable securities legislation, a technical consultant to the Company as described in subsection 6.1 of Policy 2.4 of the TSXV Manual or a company, all of whose securities are owned, directly and indirectly, by such a director, officer or technical consultant. The granting of Options is entirely discretionary and nothing in this Plan shall be deemed to give any person any right to participate in this Plan or to be granted an Option and designation of an Optionee in any year shall not require the designation of such person to receive an Option in any other year. The Committee shall consider such factors as it deems pertinent in selecting participants and in determining the amount and terms of their respective Options.
4.2 Subject to any applicable Regulatory Authority approvals, Options may also be granted under the Plan in exchange for outstanding options granted by the Company or any predecessor company thereof or any Affiliate thereof, whether such outstanding options are granted under the Plan, under any other stock option plan of the Company or any predecessor company or any Affiliate thereof, or under any stock option agreement with the Company or any predecessor corporation or Affiliate thereof.
4.3 Subject to any applicable Regulatory Authority approvals, Options may also be granted under the Plan in substitution for outstanding options of another company in connection with a plan of arrangement or exchange, amalgamation, merger, consolidation, acquisition of property or shares, or other reorganization between or involving such other company and the Company or any of its subsidiaries.

5. Shares Subject to the Plan

5.1 Subject to sections 5.2, 5.3 and 5.4, the number of Shares which may be issuable pursuant to the exercise of Options granted under the Plan, together with all of the Company’s previously established or proposed share compensation arrangements, shall be a maximum of 10% of the number of issued and outstanding from time to time on a nondiluted basis. Shares issuable pursuant to Options granted under this Plan that have been exercised, cancelled or otherwise terminated shall be available for subsequent grants under the Plan.
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5.2 No Options may be granted pursuant to this Plan such that the Options issued pursuant to the Plan, together with all of the Company’s previously established or proposed share compensation arrangements, could result at any time in:
(a) the number of Shares reserved for issuance to be granted to Insiders exceeding 10% of the issued Shares calculated on a non-diluted basis;
(b) the grant to Insiders in the aggregate, within a 12-month period, of a number of Options exercisable to purchase more than 10% of the issued Shares; or
(c) the issuance to any one Optionee, within a 12-month period, of a number of Shares exceeding 5% of the issued Shares.
5.3 If the Shares are listed on the TSX Venture Exchange, the aggregate number of Shares which may be purchased by the exercise of Options granted to Persons employed to provide Investor Relations Activities must not exceed 2% of the issued Shares in any 12-month period, calculated on the Grant Date, and such Options must vest in stages over a period of not less than 12 months with no more than 1/4 of the options vesting in any three month period, provided, however, that for the time that the Company is a CPC, no Options may be granted to any Person conducting Investor Relations Activities or any promotional or market-making services.
5.4 The aggregate number of Shares which may be purchased by the exercise of Options granted to any Consultant must not exceed 2% of the issued Shares in any 12-month period, calculated on the Grant Date.
5.5 For the purposes of this section, the number of Shares issued and outstanding is determined on the basis of the number of Shares that are outstanding immediately prior to the Share issuance in question unless otherwise stated.

6. Price

6.1 The exercise price per Share subject to an Option shall be determined by the Committee at the time the Option is granted, provided that the exercise price shall not be less than the Discounted Market Price (as defined in the policies of the Exchange), provided, however, that for the time the Company is a CPC, such exercise price per Share subject to an Option shall not be less than the greater of the IPO share price and the Discounted Market Price.
6.2 Subject to applicable Regulatory Authority requirements and approval, the Committee may reprice the prevailing exercise price of an Option. Any reduction in the exercise price of an Option held by an Optionee who is an Insider at the time of the proposed amendment is, however, subject to Disinterested Shareholder Approval if and as required by the Exchange.

7. Term and Exercise of Options

7.1 The Option Period shall be determined by the Committee at the time the Option is granted and may be up to ten years from the Date of Grant, except as the same may be reduced
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pursuant to the provisions of section 9. Subject to the applicable maximum Option Period provided for in this section 7.1 and subject to applicable Regulatory Authority requirements and approvals, the Committee may extend the Option Period for an Option. Any extension of the Option Period of an Option held by an Optionee who is an Insider at the time of the proposed amendment is, however, subject to Disinterested Shareholder Approval if and as required by the Exchange. If an Option expires during a Black-Out Period, then, notwithstanding any other provision of the Plan, the Option shall expire 10 business days after the Black-Out Period is lifted by the Company.

7.2 The exercise of any Option will be contingent upon receipt by the Company of payment for the full exercise price of the Shares being purchased in cash by way of certified cheque or bank draft. No Optionee or the legal representatives, legatees or distributees of the Optionee will be, or will be deemed to be, a holder of any Shares subject to an Option under the Plan unless and until certificates for such Shares are issued to the Optionee or such other persons under the terms of the Plan, provided, however, that for the time that the Company is a CPC, no Option granted pursuant to this Plan may be granted unless the Optionee first enters into an escrow agreement with the Company agreeing to deposit the Options, and the Shares acquired pursuant to the exercise of such Options, into escrow until the issuance of the Final QT Exchange Bulletin and in accordance with the terms of the escrow agreement and Policy 2.4 of the TSXV Manual.

8. Stock Option Agreement

Upon the grant of an Option to an Optionee, the Company and the Optionee shall enter into an Option Agreement setting out the number of Shares subject to the Option, the exercise price per Share, the Option Period, and incorporating the terms and conditions of the Plan and any other requirements of applicable Regulatory Authorities and such other terms and conditions as the Committee may determine are necessary or appropriate, subject to the terms of the Plan. Without limiting the generality of the foregoing and if and for so long as the Company is listed on the Exchange, for Options granted to Employees, Consultants or Management Company Employees, the Company and the Optionee are required to represent in an Option Agreement that the Optionee is a bona fide Employee, Consultant or Management Company Employee, as the case may be.

9. Effect of Termination of Employment or Death

9.1 The vested portion of Options granted to any Optionee who is a Director/Officer or Management Company Employee shall expire on the earlier of: (a) that date which is 90 days after the Optionee ceases to be in at least one of such categories unless such Optionee ceases to be in at least one of such categories for Cause, in which case that date which the Optionee ceases to be in at least one of such categories; (b) an earlier date which is provided for in the Option Agreement with the Optionee; and (c) the expiry of the Option Period. The unvested portion of Options granted to any Optionee who is a Director/Officer, Consultant or Management Company Employee shall expire on the date the Optionee ceases to be in at least one of such categories and shall not vest after the date that the Optionee ceases to be in at least one of such categories.
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9.2 The vested portion of Options granted to any Optionee who is an Employee or Consultant shall expire on the earlier of: (a) that date which is 90 days after the Termination Date unless such Optionee ceases to be in at least one of such categories for Cause, in which case the Termination Date; (b) an earlier date which is provided for in the Option Agreement with the Optionee; and (c) the expiry of the Option Period. The unvested portion of Options granted to any Optionee who is an Employee or Consultant shall expire on the Termination Date and shall not vest after the Termination Date.
9.3 Options granted to an Optionee who is engaged in Investor Relations Activities for the Company shall expire on the earlier of: (a) that date which is 30 days after the Termination Date unless such Optionee ceases to be employed to provide Investor Relation Activities for Cause, in which case the Termination Date; (b) an earlier date which is provided for in the Option Agreement with the Optionee; and (c) the expiry of the Option Period. The unvested portion of Options granted to any Optionee who is an Employee or Consultant shall expire on the Termination Date and shall not vest after the Termination Date.
9.4 Notwithstanding sections 9.1, 9.2 and 9.3, in the event of the death of an Optionee while in service to the Company, each outstanding Option (to the extent then vested, if applicable, and not exercised) shall be exercisable until the earlier of (a) the expiration of one year following such death unless an earlier date is provided for in the Option Agreement with the Optionee, and (b) the expiry of the Option Period, but only by the person or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will or by the laws of descent and distribution.
9.5 In the event of a Change of Control or impending Change of Control, the Board may, in its sole discretion, deal with outstanding Options in the manner it deems fair and reasonable in light of the circumstances. Without limiting the generality of the foregoing, the Board may, without any action or consent required on the part of any Optionee:
(a) subject to Exchange approval, deliver a notice to the Optionee advising the Optionee that the unvested portion of the Options held by the Optionee, if any, shall immediately vest;
(b) deliver a notice to an Optionee advising the Optionee that the expiry of the Option Period for any vested portion or portions of the Option shall be the earlier of the expiry of the Option Period and the 10[th] day following the date of the notice and the expiry of the Option Period for any unvested portion of the Option shall be the date of the notice; or
(c) take such other actions, and combinations of the foregoing actions, as it deems fair and reasonable under the circumstances.
9.6 Notwithstanding the foregoing provisions of this section 9, for the time that the Company is a CPC, the vested portion of Options granted to any Optionee that does not continue as a Director, Officer, Consultant or Employee of the Company following the issuance of the Final QT Exchange Bulletin shall expire on the earlier of (a) the later of (i) 12 months after the date of the Final QT Exchange Bulletin and (ii) 90 days after the Optionee ceases to
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become a director, officer, technical consultant or employee of the Company following the issuance of the Final QT Exchange Bulletin; (b) an earlier date which is provided for in the Option Agreement with the Optionee; and (c) the expiry of the Option.

9.7 Notwithstanding the foregoing provisions of this section 9 and subject to any applicable Regulatory Authority approvals, the Committee may, in its discretion, provide for the extension of the exercisability of an Option for any period that is not beyond the applicable Option Period thereof, eliminate or make less restrictive any restrictions governing an Option, waive any restriction or other provision of this Plan or an Option or otherwise amend or modify the Option in any manner that is either (a) not adverse to such Optionee or (b) consented to by such Optionee.

10. Adjustment in Shares Subject to the Plan

10.1 The exercise price for and the number of Shares covered by an Option will be adjusted, with respect to the then unexercised portion thereof, by the Committee from time to time (on the basis of such advice as the Committee considers appropriate, including, if considered appropriate by the Committee, a certificate of the auditor of the Company) in the event and in accordance with the provisions and rules set out in this section 10. Any dispute that arises at any time with respect to any adjustment pursuant to such provisions and rules will be conclusively determined by the Committee, and any such determination will be binding on the Company, the Optionee and all other affected parties.
(a) In the event that a dividend is declared upon the Shares, payable in Shares (other than in lieu of dividends paid in the ordinary course), the number of Shares then subject to any Option shall be adjusted by adding to each such Share the number of Shares which would be distributable thereon if such Share had been outstanding on the date fixed for determining shareholders entitled to receive such stock dividend.
(b) In the event that the outstanding Shares are changed into or exchanged for a different number or kind of Shares or other securities of the Company or of another corporation, whether through an arrangement, amalgamation or other similar procedure or otherwise, or a share recapitalization, subdivision or consolidation, then there shall be substituted for each Share subject to any Option the number and kind of Shares or other securities of the Company or another corporation into which each outstanding Share shall be so changed or for which each such Share shall be exchanged.
(c) In the event that there is any change, other than as specified above in this section 10, in the number or kind of outstanding Shares or of any securities into which such Shares shall have been changed or for which they shall have been exchanged, then, if the Committee, in its sole discretion, determines that such change equitably requires an adjustment to be made in the number or kind of Shares then subject to any Option, an equitable adjustment shall be made in the number or kind of Shares, such adjustment shall be made by the Committee and be effective and binding for all purposes.
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(d) In the event that the Company distributes by way of a dividend, or otherwise, to all or substantially all holders of Shares, property, evidences of indebtedness or shares or other securities of the Company (other than Shares) or rights, options or warrants to acquire Shares or securities convertible into or exchangeable for Shares or other securities or property of the Company, other than as a dividend in the ordinary course, then, if the Committee, in its sole discretion, determines that such action equitably requires an adjustment in the exercise price of the Option or number of Shares subject to any Option, or both, such adjustment shall be made by the Committee and shall be effective and binding for all purposes.
10.2 In the case of any such substitution or adjustment as provided for in this section 10, the exercise price in respect of each Option for each Share covered thereby prior to such substitution or adjustment will be proportionately and appropriately varied, such variation shall generally require that the number of Shares or securities covered by the Option after the relevant event multiplied by the varied option exercise price be equal to the number of Shares covered by the Option prior to the relevant event multiplied by the original exercise price of the Option.
10.3 No adjustment or substitution provided for in this section 10 shall require the Company to issue a fractional share in respect of any Option. Fractional shares shall be eliminated.
10.4 The grant of an Option shall not affect in any way the right or power of the Company to effect adjustments, reclassifications, reorganizations, arrangements or changes of its capital or business structure, or to amalgamate, merge, consolidate, dissolve or liquidate, or to sell or transfer all or any part of its business or assets.

11. Non-Assignability

All Options, benefits and rights accruing to any Optionee in accordance with the terms and conditions of the Plan are non-assignable and non-transferable, except as specifically provided in section 9.4 in the event of the death of the Optionee. During the lifetime of the Optionee, all such Options, benefits and rights may only be exercised by the Optionee.

12. Employment

Nothing contained in the Plan shall confer upon any Optionee any right with respect to employment or continuance of employment with, or the provision of services to, the Company or any of its Affiliates, or interfere in any way with the right of the Company or any of its Affiliates to terminate the Optionee’s employment or services at any time. Participation in the Plan by an Optionee is voluntary.

13. Record Keeping

The Company shall maintain a register in which shall be recorded or maintained:

(a) the name and address of each Optionee;
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(b) the number of Shares subject to Options granted to each Optionee, the number of Shares issued to each Optionee upon the exercise of Options, and the number of Shares subject to Options remaining outstanding;
(c) a copy of each outstanding Option Agreement;
(d) such other information as the Committee may determine.

14. Regulatory Approvals

14.1 The Plan is subject to the approval of Regulatory Authorities having, or which may have, jurisdiction over the securities of the Company, and the Board is authorized to amend the text thereof from time to time in order to comply with any changes thereto required by such applicable Regulatory Authorities.
14.2 The obligation of the Company to issue and deliver Shares in accordance with the Plan is subject to the approval of any governmental authority having jurisdiction or any stock exchange or stock quotation system on which the Shares are listed for trading or quoted which may be required in connection with the authorization, issuance or sale of such Shares by the Company. If any Shares cannot be issued to any Optionee for any reason including, without limitation, the failure to obtain such approval, then the obligation of the Company to issue such Shares shall terminate and any exercise price for an Option paid to the Company shall be returned to the Optionee.

15. Hold Periods, Securities Regulation and Tax Withholding

15.1 Any Shares issued pursuant to this Plan will be subject to any resale restrictions required by the Exchange or those of any securities Regulatory Authorities having jurisdiction.
15.2 Where necessary to effect exemption from registration or distribution of the Shares under securities laws applicable to the securities of the Company, an Optionee shall be required, upon the acquisition of any Shares upon the exercise of Options, to acquire such Shares with investment intent (i.e. for investment purposes) and not with a view to their distribution, and to present to the Committee an undertaking to that effect in a form acceptable to the Committee. The Committee may cause a legend or legends to be placed upon any certificates for the Shares to make appropriate reference to applicable resale restrictions. The Committee may take such other action or require such other action or agreement by such Optionee as may from time to time be necessary to comply with applicable securities laws. This provision shall in no way obligate the Company to undertake the registration or qualification of any Options or the underlying Shares under any securities laws applicable to the securities of the Company.
15.3 The Committee and the Company may take all such measures as they deem appropriate to ensure that the Company’s obligations under the withholding provisions under income tax laws applicable to the Company and other provisions of applicable laws are satisfied with respect to the issuance of Shares pursuant to the Plan or the grant or exercise of Options under the Plan.
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15.4 Issuance, transfer or delivery of certificates for Shares purchased pursuant to the Plan may be delayed, at the discretion of the Committee, until the Committee is satisfied that the applicable requirements of securities and income tax laws have been met.

16. Amendment and Termination of Plan

16.1 The Board reserves the right to amend or terminate the Plan at any time if and when it is advisable in the absolute discretion of the Board; provided, however, that no such amendment or termination shall adversely affect any outstanding Options granted under the Plan without the consent of the Optionee. Any amendment to the Plan shall also be subject to any necessary approvals of any Exchange or Regulatory Authority having jurisdiction over the securities of the Company and, where applicable, the approval of the shareholders of the Company (except where an amendment is made pursuant to section 14.1 and 16.2 hereof).
16.2 The Board are specifically authorized to amend the terms of the Plan, and the terms of any Options granted under the Plan, without obtaining shareholder approval, in order to:
(a) amend the termination provisions of an Option or the Plan which does not entail an extension beyond the original expiry date;
(b) a change to the vesting provisions of an Option or the Plan, including accelerating the vesting period of any Options; or
(c) make other amendments of a housekeeping nature.

17. No Representation or Warranty

The Company makes no representation or warranty as to the future market value of any Shares issued in accordance with the provisions of the Plan.

18. General Provisions

18.1 Nothing contained in the Plan shall prevent the Company or any of its Affiliates from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the issuance of securities of the Company (subject to shareholder approval if such approval is required by applicable securities Regulatory Authorities) and such arrangements may be either generally applicable or applicable only in specific cases.
18.2 The validity, construction and effect of the Plan and any rules and regulations relating to the Plan and any option agreement, and all determinations made and actions taken pursuant hereto shall be governed by and determined in accordance with the laws of the Province of British Columbia, Canada.
18.3 If any provision of the Plan or any Option is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any person or Option, or would disqualify the Plan or any Option under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot
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be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Option, such provision shall be stricken as to such jurisdiction, person or Option and the remainder of the Plan and any such Option shall remain in full force and effect.

18.4 Neither the Plan nor any Option shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any of its Affiliates and an Optionee or any other person.
18.5 Headings are given to the sections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

19. Term of the Plan

19.1 The Plan shall be effective as of January 28, 2021, subject to its approval by the shareholders of the Company at an Annual General Meeting, if required by Regulatory Approvals, and all necessary Regulatory Authority approvals pursuant to section 14 hereof.
19.2 Subject to being approved on a yearly basis by the Company’s shareholders at an Annual General Meeting, if required by Regulatory Approvals, the Plan shall be effective unless the Plan is terminated by the Board pursuant to section 16 hereof, and no Option shall be granted under the Plan after that date. Unless otherwise expressly provided in the Plan or in an applicable Option Agreement, any Option granted hereunder may, and the authority of the Board to amend, alter, adjust, suspend, discontinue or terminate any such Option or to waive any conditions or rights under any such Option shall, continue after January 28, 2021 or any earlier termination date of the Plan, provided such continuation is approved by the shareholders of the Company at an Annual General Meeting.
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AI assistant

Exelerate Capital Corp. — Proxy Solicitation & Information Statement 2021

47719_rns_2021-12-29_f66eddfb-249a-4335-942d-19a2b61b3ce5.pdf

EXELERATE CAPITAL CORP.

NOTICE AND MANAGEMENT PROXY CIRCULAR FOR THE

TO BE HELD AT

EXELERATE CAPITAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, JANUARY 20, 2022

EXELERATE CAPITAL CORP.

EXELERATE CAPITAL CORP.

INFORMATION CIRCULAR

MANAGEMENT SOLICITATION OF PROXIES

PROXIES

Appointment of Proxies

Revocation of Proxies

Voting of Proxies and Exercise of Discretion by Proxyholders

Solicitation of Proxies

Notice to Beneficial Owners

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

PARTICULARS OF MATTERS TO BE ACTED UPON

Receiving the Audited Annual Financial Statements

Appointment of Auditors

Election of Directors

Re-Approval of the Company’s Stock Option Plan

“ BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Option-based Awards

Named Executive Officer Compensation

Stock Options and Other Compensation Securities

Director Compensation

Stock Option Plan

Employment, Consulting and Management Agreements

Service Contracts

Directors’ and Officers’ Liability Insurance

Salaries

Stock Options

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

EQUITY COMPENSATION PLAN INFORMATION (AS AT FEBRUARY 28, 2021)

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Other Board Committees

Assessments

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

OTHER MATTERS

ADDITIONAL INFORMATION AND DOCUMENTS REFERENCED

APPROVAL OF THE BOARD OF DIRECTORS

APPENDIX 1

FORM 52-110F2 - DISCLOSURE BY VENTURE ISSUERS

1. The Audit Committee Charter

2. Composition of the Audit Committee

3. Relevant Education and Experience

Barry Cameron Richards (Chair)

Mark William Kohler

Michael Boyd

4. Audit Committee Oversight

5. Reliance on Certain Exemptions

6. Pre-Approval Policies and Procedures

7. External Auditor Service Fees (By Category)

8. Exemption

APPENDIX 1.1

EXELERATE CAPITAL CORP. CHARTER OF THE AUDIT COMMITTEE

MEMBERSHIP

COMMITTEE MEETINGS

PURPOSE, ROLE AND AUTHORITY

DUTIES AND RESPONSIBILITIES

EXTERNAL AUDITOR - APPOINTMENT AND REMOVAL

AUDITOR OVERSIGHT - AUDIT SERVICES

AUDITOR OVERSIGHT - NON-AUDIT SERVICES

INTERNAL CONTROLS

FINANCIAL STATEMENTS

DISCLOSURE OF OTHER FINANCIAL INFORMATION

RISK MANAGEMENT

LEGAL COMPLIANCE

Exelerate Capital Corp. Proxy Solicitation & Information Statement 2021