Freshlocal Solutions Inc.

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MANAGEMENT PROXY CIRCULAR

SOLICITATION OF PROXIES BY MANAGEMENT

This Management Proxy Circular (the “Circular”) is furnished in connection with the solicitation by the management of Freshlocal Solutions Inc. (the “Company”) of proxies to be used at the annual and special meeting of shareholders (the “Meeting”) of the Company to be held on Wednesday, March 30, 2022 for the purposes set forth in the Notice of Meeting. It is expected that the solicitation will be made primarily by mail. However, officers and employees of the Company may also solicit proxies by telephone, telecopier, e-mail or in person. The total cost of solicitation of proxies will be borne by the Company. Pursuant to National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy-related materials to certain beneficial owners of the common shares of the Company (“ Common Shares ”). See “Appointment and Revocation of Proxies – Notice to Beneficial Shareholders” below.

The Meeting will be held in a virtual only format, which will be conducted via live audio webcast which can be accessed after registering at the following link https://bit.ly/33WOHDh. Shareholders of the Company (“ Shareholders ”) will not be able to physically attend the Meeting. For a summary of how Shareholders may attend the Meeting online, see “Virtual Meeting” below.

Except where otherwise indicated, this Circular contains information as of the close of business on February 11, 2022 and all amounts are expressed in Canadian dollars unless otherwise specified.

INTERNET AVAILABILITY OF PROXY-RELATED MATERIALS

Notice-and-Access

The Company has elected to use “notice-and-access” rules (“ Notice-and-Access ”) under NI 54-101 for distribution of Proxy-Related Materials (as defined hereunder) to Registered Shareholders (as defined herein) and Shareholders who do not hold Common Shares in their own names (referred to herein as “ Beneficial Shareholders ”). Notice-and-Access is a recent set of rules that allows issuers to post electronic versions of proxy-related materials on SEDAR and on one additional website, rather than mailing paper copies. “ Proxy-Related Materials ” refers to this Circular, the Notice of Meeting and a form of proxy for Registered Shareholders or a voting instruction form (“ VIF ”) for Beneficial Shareholders.

The use of Notice-and-Access is more environmentally friendly as it will help reduce paper use. It will also reduce the Company’s printing and mailing costs. Shareholders may obtain further information about Notice-and-Access by contacting: (i) for Shareholders with a 15-digit Control Number: Computershare Investor Services Inc. (“ Computershare ”) toll free at 1-866-964-0492 or on the internet at www.computershare.com/noticeandaccess; or (ii) for Shareholders with a 16-digit Control Number: Broadridge Financial Solutions, Inc. (“ Broadridge ”) toll free at 1-855-887-2244.

Websites Where Proxy-Related Materials are Posted

The Proxy-Related Materials are available on the Company’s website at https://ir.freshlocalsolutions.com/financials/annual disclosure/default.aspx and under the Company’s profile on SEDAR at www.sedar.com.

Notice Package

Although the Proxy-Related Materials have been posted on-line as noted above, Shareholders will receive paper copies of a notice package (“ Notice Package ”) via prepaid mail containing information prescribed by NI 54-101 such as: the date, time and location of the Meeting, the website addresses where the Proxy-Related Materials are posted, a form of proxy or VIF, as applicable, and supplemental mail list return card for Shareholders to request they be included in the Company’s supplementary mailing list for receipt of the Company’s financial statements for the 2022 fiscal year.

How to Obtain Paper Copies of Proxy-Related Materials

Shareholders may obtain paper copies of the Notice of Meeting and this Circular free of charge by contacting: (i) for Shareholders with a 15-digit Control Number: Computershare toll free at 1-866-962-0498 (within North America) or 514982-8716 (outside North America); or (ii) for Shareholders with a 16-digit Control Number: Broadridge toll free at 1-877907-7643. Any request for paper copies which are required in advance of the Meeting should be sent so that the request is received by the Company by March 21, 2022 in order to allow sufficient time for Shareholders to receive their paper copies and to return their form of proxy or VIF by its due date.

APPOINTMENT AND REVOCATION OF PROXIES

Appointment of Proxy

In addition to voting (in person or online) at the Meeting, Shareholders whose names appear on the Company’s central securities register maintained by Computershare (“ Registered Shareholders ”) may vote by mail by completing and signing the enclosed form of proxy and by delivering it to Computershare: (i) by mail or hand delivery to Proxy Department, 100 University Avenue, 8[th][Floor, Toronto, Ontario M5J 2Y1; or (ii) by facsimile to 416-263-9524 or 1-866-249-7775. A ] Registered Shareholder may also vote using the internet at www.investorvote.com or by telephone at 1-866-732-8683. In order to be valid and acted upon at the Meeting, the form of proxy must be received no later than 10:00 a.m. (Vancouver time) on March 28, 2022, or no later than 48 hours before the time of any adjourned Meeting (excluding Saturdays, Sundays and holidays), or be deposited with the Chair of the Meeting before the commencement of the Meeting or any adjournment thereof.

The document appointing a proxy must be in writing and executed by the Registered Shareholder or his attorney authorized in writing or, if the Registered Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

A Registered Shareholder submitting a form of proxy has the right to appoint a person (who need not be a Shareholder) to represent him, her or it at the Meeting other than the persons designated in the form of proxy furnished by the Company. To exercise that right, the name of the Registered Shareholder’s appointee should be legibly printed in the blank space provided. In addition, the Registered Shareholder should notify the appointee of his or her appointment, obtain his or her consent to act as appointee and instruct the appointee on how the Registered Shareholder’s Common Shares are to be voted.

In addition to the foregoing, a Registered Shareholder who wishes to participate and vote at the Meeting or who is appointing a third party to represent him, her or it at the Meeting must also register himself, herself or such proxyholder in accordance with the procedures described in sections “Virtual Meeting - Registration of Proxyholders” and “Virtual Meeting – To Access and Vote at the Meeting” below .

To register a proxyholder, Registered Shareholders MUST visit http://www.computershare.com/FreshLocal no later than 10:00 a.m. (Vancouver time) on March 28, 2022 and provide Computershare with the required proxyholder contact information, so that Computershare may provide the proxyholder with a four-digit Username via email. Without a four-digit Username, proxyholders will not be able to register for, attend, participate and vote at the Meeting . Please also see further instructions below under the heading “Virtual Meeting – Registration of Proxyholders”.

Shareholders who are not Registered Shareholders should refer to “Notice to Beneficial Shareholders” below.

Revocation of Proxy

A Registered Shareholder who has submitted a form of proxy as directed hereunder may revoke it at any time prior to the exercise thereof. If a Registered Shareholder who has given a proxy personally participates in the Meeting online at which that proxy is to be voted, that Registered Shareholder may revoke the proxy and vote online at the Meeting. In addition to the revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Registered Shareholder or his, her or its attorney or authorized agent and deposited with: (i) Computershare at any time up to 10:00 a.m. (Vancouver time) on March 28, 2022, or no later than 48 hours before the time of any adjourned Meeting (excluding Saturdays, Sundays and holidays), by mail or by hand delivery to Proxy Department, 100 University Avenue, 8[th][Floor, Toronto, Ontario M5J 2Y1, or by facsimile to 416-263-9524 or 1-866-249-7775; (ii) at the registered office of the ] Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof; or (iii) with the Chair of the Meeting before the commencement of the Meeting, or any adjournment thereof, and upon any such deposit, the proxy will be revoked.

Notice to Beneficial Shareholders

The information set out in this section is of significant importance to many Shareholders, as a substantial number of Shareholders are Beneficial Shareholders and do not hold Common Shares in their own names. Beneficial Shareholders should note that only proxies deposited by Registered Shareholders (Shareholders whose names appear on the Company’s central securities register maintained by Computershare) can be recognized and acted upon at the Meeting or any adjournment(s) thereof. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder’s name on the records of the Company. Those Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of those Common Shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers or their nominees can be voted (for or against resolutions or withheld from voting) only upon the instructions of the Beneficial Shareholder. Without specific instructions, the brokers/nominees are prohibited from voting Common Shares for their clients. Subject to the following discussion in relation to NOBOs (as defined herein), the Company does not know for whose benefit the Common Shares registered in the name of CDS & Co., a broker or another nominee, are held.

There are two categories of Beneficial Shareholders for the purposes of applicable securities regulatory policy in relation to the mechanism of dissemination to Beneficial Shareholders of proxy-related materials and other securityholder materials and the request for voting instructions from such Beneficial Shareholders. Non-objecting beneficial owners (“ NOBOs ”) are Beneficial Shareholders who have advised their intermediary (such as brokers or other nominees) that they do not object to their intermediary disclosing ownership information to the Company, consisting of their name, address, e-mail address, securities holdings and preferred language of communication. Securities legislation restricts the use of that information to matters strictly relating to the affairs of the Company. Objecting beneficial owners (“ OBOs ”) are Beneficial Shareholders who have advised their intermediary that they object to their intermediary disclosing such ownership information to the Company.

NI 54-101 permits the Company, in its discretion, to obtain a list of its NOBOs from intermediaries and use such NOBO list for the purpose of distributing the Notice Package directly to, and seeking voting instructions directly from, such NOBOs. As a result, the Company is entitled to deliver the Notice Package to Beneficial Shareholders in two manners: (a) directly to NOBOs and indirectly through intermediaries to OBOs; or (b) indirectly to all Beneficial Shareholders through intermediaries. In accordance with the requirements of NI 54-101, the Company is sending the Notice Package directly to NOBOs and indirectly through intermediaries to OBOs. The Company will not be paying for intermediaries to deliver to OBOs (who have not otherwise waived their right to receive proxy related materials) copies of proxy related materials and related documents. Accordingly, an OBO will not receive copies of proxy-related materials and related documents unless the OBO’s intermediary assumes the costs of delivery.

The Company has used a NOBO list to send the Notice Package directly to NOBOs whose names appear on that list. If the Company’s transfer agent, Computershare, has sent these materials directly to a NOBO at the request of the Company, such NOBO’s name and address and information about its holdings of Common Shares have been obtained from the

intermediary holding such Common Shares on the NOBO’s behalf in accordance with applicable securities regulatory requirements. As a result, NOBOs can expect to receive a VIF from Computershare. NOBOs should complete and return the VIF to Computershare in the envelope provided. In addition, telephone voting and internet voting are available; instructions in respect of the procedure for telephone and internet voting can be found in the VIF. Computershare will tabulate the results of VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by such VIFs.

Applicable securities regulatory policy requires intermediaries, on receipt of Notice Packages that seek voting instructions from Beneficial Shareholders indirectly, to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings on Form 54-101F7 (Request for Voting Instructions Made by Intermediary). Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting or any adjournment(s) thereof. Often, the form of request for voting instructions supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided to Registered Shareholders; however, its purpose is limited to instructing the Registered Shareholder how to vote on behalf of the Beneficial Shareholder. Beneficial Shareholders who wish to appear in person and vote at the Meeting should be appointed as their own representatives at the Meeting in accordance with the directions of their intermediaries and Form 54-101F7. Beneficial Shareholders can also write the name of someone else whom they wish to participate in the Meeting online and vote on their behalf. Unless prohibited by law, the person whose name is written in the space provided in Form 54-101F7 will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if those matters are not set out in Form 54-101F7 or this Circular. In addition to the foregoing, a Beneficial Shareholder who wishes to participate and vote at the Meeting and who is appointing himself, herself or a third party to represent him, her or it at the Meeting must also register himself, herself, itself or such proxyholder in accordance with the procedures described in sections “Virtual Meeting - Registration of Proxyholders” and “Virtual Meeting – To Access and Vote at the Meeting” below .

The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge. In forwarding the Notice Package to Beneficial Shareholders, Broadridge typically includes a VIF in lieu of the form of proxy that some intermediaries employ. Beneficial Shareholders are requested to complete and return the VIF to Broadridge by mail or facsimile. Alternatively, Beneficial Shareholders can call a toll-free telephone number to vote the Common Shares held by - them or access Broadridge’s dedicated voting website at https://central online.proxyvote.com to deliver their voting instructions. Broadridge will then provide aggregate voting instructions to the Company’s transfer agent and registrar, Computershare, which tabulates the results and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting or any adjournment(s) thereof.

VIRTUAL MEETING

The Company is holding the Meeting in a virtual-only format, which will be conducted via live audio webcast which can be accessed after registering at the following link https://bit.ly/33WOHDh. Shareholders will not be able to attend the Meeting in person. Participating in the Meeting online enables Registered Shareholders and duly appointed proxyholders, including Beneficial Shareholders who have duly appointed themselves as proxyholder, to participate at the Meeting and ask questions, all in real time. If you are a Registered Shareholder or a duly appointed proxyholder, you can vote at the appropriate times during the Meeting. Beneficial Shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual Meeting as guests but will not be able to participate or vote at the virtual Meeting.

To Access and Vote at the Meeting

To access and vote at the Meeting, follow the instructions below:

Step 1: Log in online and register at: https://bit.ly/33WOHDh before 10:00 a.m. (Vancouver time) on March 28, 2022.
Step 2: Complete the survey to register for the Meeting.
Step 3: After registering, you will receive a confirmation email sent to the email address you provided in the survey with access instructions for the day of the Meeting. This confirmation email with access instructions will also be sent out the day prior to the Meeting.

The Company recommends that you log in by 9:45 a.m. (Vancouver time) on March 30, 2022. It is important to ensure you are connected to the internet at all times in order to vote when balloting commences. You are responsible for ensuring internet connectivity for the duration of the Meeting.

Registration of Proxyholders

The persons named in the enclosed form of proxy or VIF, as the case may be, are executive officers and/or directors of the Company. A Shareholder has the right to appoint a person, who need not be a Shareholder of the Company, other than the persons designated in the accompanying form of proxy or VIF, to attend and act on his, her or its behalf at the Meeting. A Registered Shareholder or a Beneficial Shareholder who desires to appoint a person other than those identified on the form of proxy or VIF to represent him, her or it at the online Meeting, or any adjournment thereof, may do so by inserting such person’s name in the blank space provided in the form of proxy or VIF and following the instructions for submitting such form of proxy or VIF. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or VIF. If you wish that a person other than the nominees identified on the form of proxy or VIF attend and participate at the virtual Meeting as your proxy and vote your Common Shares, including if you are a Beneficial Shareholder and wish to appoint yourself as a proxyholder to attend, participate and vote at the virtual Meeting, you MUST register such proxyholder after having submitted your form of proxy or VIF identifying such proxyholder. Failure to register the proxyholder will result in the proxyholder not receiving a four-digit username to attend, participate and vote at the Meeting. Without a username, proxyholder will not be able to register in order to participate, submit questions online and vote virtually at the Meeting. To register a proxyholder, Shareholders MUST visit http://www.computershare.com/FreshLocal and provide Computershare with their proxyholder’s contact information before 10:00 a.m. (Vancouver time) on March 28, 2022 so that Computershare may provide the proxyholder with a four-digit username via email. The username will be required for proxyholders to register for the Meeting in accordance with steps 1 to 3 described in section “To Access and Vote at the Meeting” above and attend and vote at the Meeting which will be held through a live audio webcast. If you are a Beneficial Shareholder and do not appoint yourself as proxyholder, you will still be able to attend as a guest, but guests will not be able to participate or vote at the Meeting. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or VIF.

United States Shareholders:

This solicitation of proxies involves securities of a corporation incorporated in Canada and is being effected in accordance with the corporate laws of the province of British Columbia, Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934 , as amended, are not applicable to the Company or this solicitation. Shareholders should be aware that disclosure and proxy solicitation requirements under the securities laws of the provinces of Canada differ from the disclosure and proxy solicitation requirements under United States securities laws.

To attend, participate and vote at the Meeting, Beneficial Shareholders in the United States must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to:

Computershare Investor Services Inc. 100 University Avenue 8[th] Floor Toronto, Ontario M5J 2Y1

Email at: [email protected]

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. (Vancouver time) on March 28, 2022. You will receive a confirmation of your registration by email after Computershare receive your registration materials. In addition, in order to attend the Meeting and vote online at Meeting, United States Beneficial Shareholders are

required to register their appointment at http://www.computershare.com/FreshLocal and their proxyholders must register themselves by following instructions above under the heading “Virtual Meeting – Registration of Proxyholders”.

Only Registered Shareholders and duly appointed proxyholders will be entitled to register for, attend, participate and vote at the Meeting. Beneficial Shareholders who have not duly appointed themselves as proxyholder will not be able to register for, attend, vote and ask questions at the Meeting.

Voting by proxy before the Meeting

Shareholders may vote before the Meeting by completing his, her or its form of proxy or voting instruction form in accordance with the instructions provided therein. Beneficial Shareholders should also carefully follow all instructions provided by their Broadridge or their intermediaries to ensure their Common Shares are voted at the Meeting.

Voting at the Meeting

Registered Shareholders may vote at the Meeting by completing a ballot online during the Meeting, as further described above.

Beneficial Shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting. This is because the Company and its transfer agent do not have a record of the Beneficial Shareholders of the Company and, as a result, will have no knowledge of your shareholdings or entitlement to vote, unless you appoint yourself as a proxyholder. If you are a Beneficial Shareholder and wish to vote at the Meeting, you have to appoint yourself as proxyholder, by inserting your own name in the space provided on the VIF sent to you and must follow all of the applicable instructions provided by Computershare, Broadridge or your intermediary. See “Notice to Beneficial Shareholders” above.

EXERCISE OF DISCRETION BY PROXIES

Common Shares represented by properly-executed proxies in favour of the persons designated in the enclosed form of proxy, in the absence of any direction to the contrary, will be voted “for” the matters described in this Circular. Instructions with respect to voting will be respected by the persons designated in the enclosed form of proxy. With respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting, such Common Shares will be voted by the persons so designated in their discretion. At the time of printing this Circular, management of the Company knows of no such amendments, variations or other matters.

VOTING SHARES

The Company is authorized to issue an unlimited number of Common Shares. Each Common Share entitles the holder thereof to exercise one vote at any meeting of Shareholders of the Company. The Directors have fixed February 7, 2022, as the record date (“ Record Date ”) for the determination of Shareholders entitled to receive notice of and to vote at the Meeting and at any adjournment thereof, and only Shareholders of record at the close of business on that date are entitled to such notice and to vote at the Meeting. As of the Record Date, there are 43,956,674 Common Shares issued and outstanding.

Every question submitted to a meeting, other than a special resolution, shall, unless a ballot is demanded, be decided by a show of hands, on which every person present and entitled to vote shall be entitled to one vote. Under the Business Corporations Act (British Columbia) and the Company’s Articles, a simple majority of the votes cast at the Meeting (in person or by proxy) is required to pass the resolutions referred to in the accompanying Notice of Annual and Special Meeting.

PRINCIPAL SHAREHOLDERS

As at February 7, 2022, to the knowledge of management of the Company, the following is the only person who beneficially owned, directly or indirectly, or exercised control or direction over, more than 10% of the Common Shares of the Company:

Name and municipality of residence	Number of Common Shares held	Percentage
Eric Phaneuf, Montreal, Quebec(1)(2)	6,669,636	15.17%(3)

(1) These Common Shares are held by WF Agro Funds L.P. / Fonds Agro WF S.E.C. (“ Fonds Argo ”). Commandité S.P.U.D. Inc., the general partner of Fonds Argo, is indirectly controlled by Walter Capital Partners Inc., a private equity firm. Eric Phaneuf, is a director of the Company and Chief Executive Officer of Walter Capital Partners Inc. Mr. Phaneuf is also a director and indirect shareholder of Commandité S.P.U.D. Inc. Mr. Phaneuf is responsible for all the investment decisions of Fonds Argo with respect to its holdings in the Company.

(2) This information is not within the knowledge of the management of the Company and has been furnished by the respective parties, or has been extracted from the register of shareholdings maintained by the Company’s transfer agent or from insider reports filed by such parties and available at www.sedi.ca.

(3) Calculated on a non-diluted basis based on 43,956,674 Common Shares outstanding as of February 7, 2022.

BUSINESS TO BE TRANSACTED AT THE MEETING

The following items of business will be presented to the Shareholders at the Meeting:

1. Presentation of the Audited Consolidated Financial Statements

The audited consolidated financial statement of the Company for the fiscal year ended October 2, 2021 and the auditor’s report thereon will be presented at the Meeting but will not be subject to a vote.

2. Number of Directors

The Articles of the Company provide for a Board of Directors of the Company (the “ Board ”) of no fewer than three (3) directors and no greater than a number as fixed or changed from time to time by ordinary resolution. At the Meeting, Shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company for the ensuing year at five (5).

UNLESS OTHERWISE SPECIFIED, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE “FOR” SETTING THE NUMBER OF DIRECTORS AT FIVE (5).

3. Election of Directors

Five (5) directors are to be elected to hold office until the close of the next annual meeting of Shareholders or until their successor is elected or appointed. Each of the persons presented under “Proposed Nominees for Election as Directors” in this Circular is proposed to be nominated as a director of the Company and each nominee has agreed to serve as a director if elected.

UNLESS OTHERWISE SPECIFIED, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE “FOR” THE ELECTION OF THE FIVE (5) NOMINEES WHOSE NAMES ARE SET OUT BELOW.

4. Appointment of Auditors

The Board recommends that Deloitte LLP, Chartered Professional Accountants, be appointed as the auditors of the Company to hold office until the next annual meeting of Shareholders or until their successors is appointed. Deloitte LLP were first appointed as auditors to Sustainable Produce Urban Delivery Inc. (“ SPUD ”), the Company’s predecessor, for the year ended July 27, 2014 and became the auditors of the Company effective following the close of SPUD’s reverse takeover of Rainy Hollow Ventures Inc. (“ Rainy Hollow ”) on April 16, 2021.

UNLESS OTHERWISE SPECIFIED, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE “FOR” THE APPOINTMENT OF DELOITTE LLP AS AUDITORS AND TO VOTE TO AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS.

5. Stock Option Plan and Unallocated Stock Options and Stock Options Grant Ratification Resolution

In connection with the completion of the RTO (as defined herein) and the listing of the Company’s Common Shares on the Toronto Stock Exchange (“ TSX ”), on April 16, 2021, the Board adopted, subject to Shareholder approval, the stock option plan (“ Stock Option Plan ”). The Stock Option Plan allows for the grant of stock options (“ Stock Options ”) to directors, executive officers, employees and consultants of the Company and its subsidiaries. The maximum number of Common Shares issuable under the Stock Option Plan and any other security-based compensation arrangement of the Company shall not exceed 10% of the issued and outstanding Common Shares, as calculated on the date of grant of an award thereunder. Prior to the adoption of the Stock Option Plan and the completion of the RTO, the Company granted Stock Options pursuant to its previous stock option plan approved by the shareholders of Rainy Hollow on July 11, 2019 (the “ Rainy Hollow Option Plan ”). As of the date of this Circular, there are 3,835,075 Stock Options outstanding that were granted under the Rainy Hollow Option Plan (the “ Rainy Hollow Options ”). Pursuant to the power and authority granted to the Board under the Stock Option Plan to administer and interpret the Stock Option Plan and to prescribe such rules and regulations and make such other determinations as the Board deems necessary or useful for the administration of the Stock Option Plan, the Board has deemed the Rainy Hollow Options to have been issued under, and governed by the terms of, the Stock Option Plan. In the event of any inconsistencies between the terms of the grant agreements governing the Rainy Hollow Options and the terms of the Stock Option Plan, the terms of the respective grant agreement thereof shall govern.

Since adoption of the Stock Option Plan on April 16, 2021, the Company has granted 221,750 Stock Options under the Stock Option Plan, representing 0.5% of the issued and outstanding Common Shares.

As of the date of this Circular, unallocated awards representing an aggregate of 257,254 Common Shares remain available for grant under the Company’s security-based compensation arrangements, representing approximately 0.59% of the issued and outstanding Common Shares.

The policies of the TSX require that security-based compensation arrangements such as the Stock Option Plan must, when initially put in place, receive shareholder approval at a duly-called meeting of shareholders. In addition, in relation to securities-based compensation arrangement that do not have a fixed maximum aggregate securities issuable thereunder, such as the Stock Option Plan, the policies of the TSX require that the unallocated Stock Options under the Stock Option Plan be approved by Shareholders every three years. As the unallocated Stock Options under the Stock Option plan were not submitted for Shareholder approval since the Stock Option Plan’s adoption on April 16, 2021, grants of 221,750 Stock Options from April 16, 2021 and the date hereof must be ratified by the Shareholders at the Meeting. Accordingly, at the Meeting, Shareholders will be asked to consider and, if deemed advisable, to adopt a resolution (the “ Stock Option Plan Resolution ”): (i) approving the Stock Option Plan; (ii) authorizing the unallocated Stock Options under the Stock Option Plan; (iii) ratifying the grant of 3,835,075 Stock Options previously granted under the Rainy Hollow Option Plan; and (iv) ratifying the grants of 221,750 Stock Options made pursuant to the Stock Option Plan since April 16, 2021. The Stock Option Plan Resolution is annexed hereto as Schedule A. In order to be adopted, the Stock Option Plan Resolution must be approved by a majority of the votes cast by the holders of the Common Shares, either present in person or represented by proxy and entitled to vote at the Meeting. If approval of the Stock Option Plan Resolution is obtained at the Meeting, the Company will not be required to seek further approval of the grant of unallocated Stock Options under the Stock Option Plan until the Company’s 2025 annual Shareholders' meeting, provided that such meeting is held on or prior to March 30, 2025.

A description of the material terms and conditions of the Stock Option Plan can be found under section entitled “Compensation of Executive Officers and Directors – Security-Based Compensation Plans – Stock Option Plan” below.

UNLESS OTHERWISE SPECIFIED, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE “FOR” THE STOCK OPTION PLAN RESOLUTION.

6. Share Unit Plan and RSU Grant Ratification Resolution

In connection with the completion of the RTO and the listing of the Company’s Common Shares on the TSX, on April 16, 2021, the Board adopted, subject to Shareholder approval, the share unit plan (“ Share Unit Plan ”). The Share Unit Plan allows for the grant of restricted share units (“ RSUs ”) and performance share units (“ PSUs ”) to directors, executive officers, employees and consultants of the Company and its subsidiaries. The maximum number of Common Shares issuable under the Share Unit Plan and any other security-based compensation arrangement of the Company shall not exceed 10% of the issued and outstanding Common Shares, as calculated on the date of grant of an award thereunder. Since adoption of the Share Unit Plan on April 16, 2021, the Company has granted 81,588 RSUs and no PSUs, representing 0.19% of the issued and outstanding Common Shares.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to adopt a resolution (the “ Share Unit Plan Resolution ”): (i) approving the Share Unit Plan; (ii) authorizing the unallocated RSUs and PSUs under the Share Unit Plan; and (iii) ratifying the grants of 81,588 RSUs made pursuant to the Share Unit Plan since April 16, 2021. The Share Unit Plan Resolution is annexed hereto as Schedule B. In order to be adopted, the Share Unit Plan Resolution must be approved by a majority of the votes cast by the holders of the Common Shares, either present in person or represented by proxy and entitled to vote at the Meeting. If approval of the Share Unit Plan Resolution is obtained at the Meeting, the Company will not be required to seek further approval of the grant of unallocated RSUs and PSUs under the Share Unit Plan until the Company’s 2025 annual Shareholders' meeting, provided that such meeting is held on or prior to March 30, 2025.

A description of the material terms and conditions of the Share Unit Plan can be found under section entitled “Compensation of Executive Officers and Directors – Security-Based Compensation Plans – Share Unit Plan” below.

UNLESS OTHERWISE SPECIFIED, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE “FOR” THE SHARE UNIT PLAN RESOLUTION.

7. DSU Plan Resolution

In connection with the completion of the RTO and the listing of the Company’s Common Shares on the TSX, on April 16, 2021, the Board adopted, subject to Shareholder approval, the deferred share unit plan (“ DSU Plan ”). The DSU Plan allows for the grant of deferred share units (“ DSUs ”) to the Company’s non-executive directors. The maximum number of Common Shares issuable under the DSU Plan and any other security-based compensation arrangement of the Company shall not exceed 10% of the issued and outstanding Common Shares, as calculated on the date of grant of an award thereunder. Since adoption of the DSU Plan on April 16, 2021, the Company has granted no DSUs.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to adopt a resolution (the “ DSU Plan Resolution ”): (i) approving the DSU Plan; and (ii) authorizing the unallocated DSUs under the DSU Plan. The DSU Plan Resolution is annexed hereto as Schedule C. In order to be adopted, the DSU Plan Resolution must be approved by a majority of the votes cast by the holders of the Common Shares, either present in person or represented by proxy and entitled to vote at the Meeting. If approval of the DSU Plan Resolution is obtained at the Meeting, the Company will not be required to seek further approval of the grant of unallocated DSUs under the DSU Plan until the Company’s 2025 annual Shareholders' meeting, provided that such meeting is held on or prior to March 30, 2025.

A description of the material terms and conditions of the DSU Plan can be found under section entitled “Compensation of Executive Officers and Directors – Security-Based Compensation Plans – DSU Plan” below.

UNLESS OTHERWISE SPECIFIED, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE “FOR” THE DSU PLAN RESOLUTION.

8. Other Business to be Transacted at the Meeting

Management of the Company is not aware of any matter to be submitted at the Meeting other than the matters set forth in the Notice of Meeting.

PROPOSED NOMINEES FOR ELECTION AS DIRECTORS

The Board currently consists of five (5) directors. On February 4, 2022, Terry Vanderkruyk ceased to be a director. On February 11, 2022, the Board appointed Douglas Harrison to the Board and as Chair of the Audit Committee to fill the vacancy left by Mr. Vanderkruyk. The number of directors nominated for election at the Meeting is five (5). Each director will hold office until the next annual meeting of Shareholders or until the election of their successor, unless the director resigns or their office becomes vacant by removal, death or any other cause.

The following table sets out the name of each of the persons proposed to be nominated for election as director, all other positions and offices with the Company now held by such person, their principal occupation, the year in which such person became a director of the Company, and the number of Common Shares of the Company that such person has advised are beneficially owned or over which control or direction is exercised by such person as at the date indicated below:

Name, Municipality of Residence and Position with the Company	Principal Occupation for the Past Five (5) Years	Date of First Appointment as a Director of the Company	Number and Percentage of Common Shares Held at February 7, 2022(1)(2)
SIMON CAIRNS British Columbia, Canada Chief Executive Officer	Mr. Cairns is the Chief Executive Officer of the Company. Mr. Cairns joined the Company in September, 2021 as President of Food-X Technologies Inc. (a wholly owned subsidiary of the Company) and was appointed as the Chief Executive Officer of the Company in December, 2021. Prior to joining the Company, Mr. Cairns was the Chief Executive Officer and General Manager of PNI Media, a Vancouver-based enterprise-grade SaaS platform and services provider that offers platform technology to the world’s largest retailers. Mr. Cairns holds a Bachelor of Arts from the University of Victoria and studied leadershipat Harvard Business School.	N/A	Nil
DOUGLAS HARRISON(3) Ontario, Canada Director	Mr. Harrison is Chair of the Canadian Commercial Corporation and is a board member of Superior Plus Corp (TSX:SPB) and Metro Supply Chain Group. He is also Chair of the advisory board of the Carlson Construction Group. Mr. Harrison previously was President and Chief Executive Officer of VersaCold Logistics Services and was a director on the boards of its subsidiaries until December 2018. Mr. Harrison previously served as Chief Operating Officer of Day & Ross Transportation Group (a subsidiary of McCain Foods); President of Acklands-Grainger, Canada’s leading industrial and safety supply company; and Vice President and Managing Director (Canada and Europe) for Ryder Integrated Logistics. In the past, he has served on the boards of the Technical Standards and Safety Authority (TSSA), the Conference Board of Canada, Hamilton Utilities Corporation, Horizon Utilities, International Association of Refrigerated Warehousing and Mohawk College, and was Chair of the Board of Directors of Livingston International. Mr. Harrison holds an MBA, CPA, CCLP as well as his ICD.D	February 11, 2022	Nil

Name, Municipality of Residence and Position with the Company	Principal Occupation for the Past Five (5) Years	Date of First Appointment as a Director of the Company	Number and Percentage of Common Shares Held at February 7, 2022(1)(2)
D. NEIL MCDONNELL(4) (5) British Columbia, Canada Chair and Director	Mr. McDonnell is currently the Chair of Redline Communications Group Inc. (TSX: RDL) and Quorum Information Systems (TSXV: QSX), and Director of Shiftboard Inc. and Wesgar Industries Ltd. Mr. McDonnell was also the former Chair of Photon Control Inc., Nanotech Security Corp., One45 Software Inc., BasicGov Systems Inc., SchedulePro Software, Agreement Express Inc., and QHR Technologies Inc., Executive Chair of ResponseTek Networks Corp., Director of Aprio Inc., Espial Group Inc., and Symbility Solutions Inc., CEO of Wurldtech Security Technologies Inc., Audit Chair and Director of TitanStar Properties Inc., Director of British Columbia Lottery Corporation and Board Advisor to ICBC. Mr. McDonnell holds a Master of Business Administration from the University of British Columbia and a Bachelor of Commerce from the University of Toronto.	December 2, 2021	Nil
ERIC PHANEUF(5) Québec, Canada Director	Mr. Phaneuf has been a Managing Partner with Walter Capital Partners since November 2015, before becoming its President and Chief Executive Officer in 2019. Mr. Phaneuf has occupied several key finance and operations management positions mainly in North American publicly traded companies active in international markets, including Cascades, MediaGrif Interactive Technologies (now mdf commerce) and Mega Brands. He currently serves on the Board of Directors of multiple private companies and as Chair of the Board for MedicArt, one of the largest aesthetic medicine clinic networks in Canada. Mr. Phaneuf completed an undergraduate degree in business administration, with a major in finance, from the Université de Sherbrooke in August 1998 and has been a Chartered Financial Analyst(CFA)charterholder since 2002.	April 16, 2021	6,669,636 or 15.17%(6)
MONIQUE WILBERG(4)(5) British Columbia, Canada Director	Ms. Wilberg is currently the President of DeBerg Holdings Ltd., a private company that focuses on partnering with and investing in environmentally conscientious companies – sustainability. Ms. Wilberg is a founding shareholder and former Chief Operating Officer of Gateway Casinos and Entertainment Inc. In addition, Ms. Wilberg was a director of the Ontario Lottery and Gaming Corporation (OLG), where she served as chair of the audit committee and the responsible gaming committee. She holds an ICD.D designation granted bythe Institute of Corporate Directors.	April 16, 2021	680,508 or 1.55%(7)

(1) This information is not within the knowledge of the management of the Company and has been furnished by the respective individuals, or has been extracted from the register of shareholdings maintained by the Company’s transfer agent or from insider reports filed by the individuals and available through the Internet at www.sedi.ca

(2) On a non-diluted basis based on 43,956,674 Common Shares outstanding as of February 7, 2022.

(3) Proposed member and Chair of the Audit Committee, if elected.

(4) Member of the Audit Committee. Terry Vanderkruyk, a former director of the Company not standing for re-election, was formerly the Chair of the Audit Committee from April 16, 2021 to February 4, 2022.

(5) Member of the Human Resources and Governance Committee (the “ HRGC ”). Ms. Wilberg is the Chair of the HRGC.

(6) These Common Shares are held by Fonds Argo. Commandité S.P.U.D. Inc., the general partner of Fonds Argo, is indirectly controlled by Walter Capital Partners Inc., a private equity firm. Mr. Phaneuf, is a director of the Company and Chief Executive Officer of Walter Capital Partners Inc. Mr. Phaneuf is also a director and indirect shareholder of Commandité S.P.U.D. Inc. and is responsible for all the investment decisions of Fonds Argo with respect to its holdings in the Company.

(7) Represents 120,042 Common Shares held by Monique Wilberg and 560,466 Common Shares held by DeBerg Holdings Ltd.

To the knowledge of management of the Company, none of the nominees for election as a director of the Company:

(a) is, or within the last ten years has been, a director, chief executive officer or chief financial officer of any company that:
(i) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under applicable securities legislation, and which in all cases was in effect for a period of more than 30 consecutive days (an “ Order ”), which Order was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer of such company; or
(ii) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer of such company; or
(b) is, or within the last ten years has been, a director or executive officer of any company that, while the proposed director was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency 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
(c) has, within the last ten years, 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 his or her assets.

None of the foregoing nominees standing for election as director of the Company has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Advance Notice Policy

On April 16, 2021 the Board adopted an advance notice policy (the “ Advance Notice Policy ”) which contains advance notice provisions with a view to providing Shareholders, directors and management of the Company with a fair and transparent procedure for nominating directors. The Advance Notice Policy establishes a deadline on or before which holders of record of Common Shares must submit, in writing, director nominations to the Company prior to any annual general or special meeting of Shareholders, and the information that such holder(s) must include with such nominations in order for any director nominee to be eligible for election at any annual general or special meeting of Shareholders. A copy of the Advance Notice Policy is available on the Company’s website at freshlocalsolutions.com. As of the date of this Circular, the Company has not received notice of any additional director nominations in connection with the Meeting.

Majority Voting Policy

On April 16, 2021, the Board adopted a majority-voting policy. The Board believes that each of its members should carry the confidence and support of its Shareholders. Each of the directors has agreed to abide by the provisions of this policy and any subsequent nominee recommended by the Board will, as a condition to such nomination, be required to abide by this policy.

Forms of proxy for Shareholders' meetings at which directors are to be elected will enable the Shareholders to vote “for” or to “withhold” from voting for each individual nominee. If, with respect to any particular nominee, the number of votes

withheld exceeds the number of votes for the nominee, then for the purpose of this policy, the nominee will be considered not to have received the confidence and support of the Shareholders. If the vote is conducted at the meeting by show of hands, the number of votes “for” and “withheld” for the purpose of this policy will correspond to the number of votes “for” and “withheld” received by proxy.

A person elected as a director who is considered for the purpose of this policy not to have received the confidence and support of the Shareholders is required to immediately tender their resignation as a director. The Board may refer the resignation to the HRGC for consideration and the making of a recommendation to the Board. Such resignation will be effective on acceptance by the Board.

The Board, with consultation from the HRGC, will consider the tendered resignation and disclose by news release its decision whether or not to accept that resignation and the reasons for its decision no later than 90 days after the date of the relevant shareholders' meeting (and will provide a copy of the news release to the TSX). The Board will accept the tendered resignation, absent exceptional circumstances. In considering whether or not to accept the tendered resignation, the Board will consider all factors that it deems in its discretion to be relevant, including, without limitation, any stated reasons why Shareholders withheld votes for election of such director, the length of service and qualifications of the director whose resignation has been tendered, the director's contribution to the Company and the Company's corporate governance policies. A director who tenders his or her resignation pursuant to this policy will not be permitted to participate in any Board or committee meeting at which their resignation is to be considered.

To the extent that one or more director's resignations are accepted by the Board, the Board may in its discretion, subject to any restrictions imposed by applicable corporate or securities law, (i) leave the resultant vacancy unfilled until the next annual Shareholders' meeting, (ii) fill the vacancy through the appointment of a director whom the Board considers to merit the confidence and support of the Shareholders, or (iii) call a special Shareholders' meeting to consider the election of a nominee to fill the vacant position(s).

In the event that any director refuses to tender their resignation in accordance with this policy, such individual will not be re-nominated for election by the Board. This policy does not apply to contested meetings (i.e. meetings at which the number of directors nominated for election is greater than the number of seats available on the Board).

Shareholders should note that, as a result of the majority-voting policy, a “withhold” vote is effectively the same as a vote against a director nominee in an uncontested election.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Compensation Discussion & Analysis

This discussion describes the Company’s compensation program for each person who acted as Chief Executive Officer (“ CEO ”), Chief Financial Officer (“ CFO ”) and the three most highly-compensated executive officers (or three most highly-compensated individuals acting in a similar capacity), other than the CEO and the CFO, whose total compensation was more than $150,000 in the Company’s last fiscal year (each a “ Named Executive Officer ” or “ NEO ” and collectively the “ Named Executive Officers ” or “ NEOs ”). This section addresses the Company’s compensation philosophy and objectives, and provides a review of the process that the HRGC follows in deciding how to compensate the NEOs. This section also provides discussion and analysis of the HRGC’s specific decisions about the compensation of the NEOs for the fiscal year ended October 2, 2021. The Company had four (4) NEOs during the fiscal year ended October 2, 2021, namely Simon Cairns, CEO, Adrienne Uy, CFO, Jeffrey King, Chief Technology Officer and Robert Horricks, CEO of Blush Lane Organic Produce Ltd. (“ Blush Lane ”), a subsidiary of the Company.

The Company’s NEOs’ compensation is determined by the Board with consultation from the HRGC. Such compensation is designed to attract, retain, motivate and reward the NEOs for their performance and contribution to the Company’s long-term success. The overall objective of the Company’s executive compensation is to focus the NEOs on the key business factors that affect Shareholder value and to align their compensation with the Company’s business and financial objectives and the long-term interests of Shareholders. Although the Company does not currently have a formal executive compensation program, the Board ensures that total compensation paid to NEOs is fair and reasonable and accomplishes

the following objectives: (a) compensate management in a manner that encourages and rewards a high level of performance and outstanding results with a view to increasing long-term Shareholder value; (b) align management’s interests with the long-term interests of Shareholders; and (c) provide a compensation package that is commensurate with other similar ecommerce, online food delivery and technology companies in order to enable the Company to attract and retain talent.

Elements of Compensation

The significant elements of executive compensation for NEOs consist of a combination of: (a) base salary; (b) short term incentive by way of discretionary cash bonuses; (c) long term incentive by way of securities granted pursuant to the Company’s Security-Based Compensation Plans (as defined below); and (d) benefits. The following discussion describes each such element of executive compensation and how each element relates to the Company’s overall executive compensation objective.

Base Salary

Base salaries for NEOs are established based on the scope of their responsibilities, competencies and their prior relevant experience, taking into account compensation paid in the market for similar positions. The base salaries of NEOs are reviewed annually by the Board to ensure that they take into account the following factors: market and economic conditions, levels of responsibility and accountability of each NEO, skill and competencies of each individual, retention considerations and level of demonstrated performance. Base salaries, including that of the CEO, are reviewed by the Board on the basis of its opinion as to a fair and responsible compensation package, taking into account the contribution of the NEO to the Company’s long-term growth.

Short Term Incentive

As a short-term incentive component of executive compensation, certain NEOs are eligible pursuant to their employment agreements with the Company to receive a discretionary cash bonus. On an annual basis, the Board and each NEO reviews performance objectives for the coming year and establish reasonable performance objectives and targets and bonus levels. Subject to meeting such performance objective and targets as determined by the Board in its sole discretion, the NEO shall be entitled to a bonus of the determined percentage of such NEO’s base salary. Among the current NEOs, Simon Cairns is eligible for a bonus of up to 100% of his base salary and Adrienne Uy is eligible for a bonus of not less than 20% of her base salary.

Long Term Incentive

The Company provides long term incentive compensation to the NEOs through the Security-Based Compensation Plans (as discussed in further detail below). Under the Security-Based Compensation Plans, the Board may by resolution grant stock options (“ Stock Options ”), restricted share units (“ RSUs ”) and performance share units (“ PSUs ”) to directors, officers, employees, consultants and contractors of the Company, and in the case of non-executive directors, deferred share units (“ DSUs ”), provided that the maximum aggregate number of Common Shares that may be reserved for issuance under the Security-Based Compensation Plans, in aggregate, shall not exceed 10% of the issued and outstanding Common Shares of the Company. The purpose of Security-Based Compensation Plans are to provide the Company with a share-related mechanism to attract, retain and motivate qualified directors, officers, employees, consultants and contractors, to incentivize such individuals to contribute toward the long term goals of the Company and to encourage such individuals to acquire Common Shares of the Company as long term investments.

Benefits

Depending on the conditions of his or her employment agreement with the Company, each NEO is either eligible or required to participate in the group benefits plan offered by the Company to its employees, which is a standard group insurance plan, with costs shared between the Company (80%) and the individual employee (20%).

External Compensation Consultants

During the financial year ended October 2, 2021, the Company did not retain the services of executive compensation consultants to assist the Board in determining compensation for any of its NEOs or directors.

Assessment of Risks Associated with Compensation Practices

The Board assesses executive officer compensation practices to ensure alignment with the Company’s corporate objectives. Although an evaluation of the potential risks associated with such practices is not currently a specific part of determining executive compensation, the Company is of the view that the current compensation practices do not create any risks that are reasonably likely to have a material adverse effect on the Company.

Human Resources and Governance Committee

On January 21, 2022, the Company created the HRGC by combining its compensation committee and its sustainability and governance committee into one committee. As at the date hereof, the HRGC is composed of three (3) directors, namely Monique Wilberg (Chair), D. Neil McDonnell and Eric Phaneuf, all of whom are independent within the meaning of National Instrument 52-110 Audit Committees (“ NI 52-110 ”). The Board believes that the members of the HRGC have the knowledge, experience and required backgrounds to fulfill the HRGC’s mandate, and each member of the HRGC has direct experience that is relevant to his or her responsibilities in executive compensation.

The Board has adopted a written charter for the HRGC that establishes, inter alia , the HRGC’s purpose and responsibilities with respect to executive compensation and corporate governance.

On executive compensation matters, the principal purpose of the HRGC is to implement and oversee compensation policies approved by the Board. The duties and responsibilities of the HRGC include, without limitation, the following:

review and recommend to the Board the compensation of the Company's Chief Executive Officer, all senior management reporting directly to the Chief Executive Officer and all other officers appointed by the Board;
review the human resources, compensation philosophies and policies for the Company, to be satisfied that the Company's long-term human resource strategies are appropriate and that they reflect a proper balance between the Company’s short and long-term performance and recommend any changes to the Board for consideration; and
review matters relating to organizational structure at the officer level of the Company and its businesses, including monitoring the Company’s progress in respect of its leadership diversity initiatives, and recommend the appointment of officers of the Company to the Board for its consideration and decision.

On corporate governance matters, the principal purpose of the HRGC is to develop, recommend to the Board, and maintain corporate governance principles, as well as select and propose potential nominees to the Board. In this regard, the duties and responsibilities of the HRGC, include without limitation, the following:

ensure that an appropriate system is in place to formally and regularly evaluate the effectiveness of the Board, as well as the committees of the Board and individual directors, with a view to ensuring that they are fulfilling their respective responsibilities and duties and working together effectively;
periodically review overall governance principles, monitor disclosure and best practices of comparable and leading companies, and bring forward to the Board a list of corporate governance issues for review, discussion or action by the Board or a committee thereof;

review and evaluate the Company’s programs, policies, practices and reporting relating to corporate responsibility and sustainability, including social and environmental issues and impacts to support the sustainable growth of the Company's businesses;
in consultation with the Audit Committee, oversee the Company’s approach to appropriately addressing potential risks related to sustainability and governance matters;
establish policies and procedures for (i) identifying and selecting potential nominees for the Board and (ii) considering all nominees to the Board including those recommended by shareholders;
develop a long-term succession plan for the Board and annually or as required, identify and recruit potential nominees for election or appointment to the Board; and
recommend to the Board the individual nominees for consideration by, and presentation to, the shareholders at the Company’s next annual meeting of shareholders or appointment to the Board between such meetings.

The charter of the HRGC provides that the HRGC shall consist of two or more members of the Board, each of whom shall be “independent” within the meaning of the provisions of National Instrument 58-101 Disclosure of Corporate Governance Practices (“ NI 58-101 ”).

All members of the HRGC have a working familiarity with corporate governance, human resources and compensation matters. For the skills and experience of each member and proposed member of the HRGC relevant to the performance of his or her duties as a member of the HRGC, see “Proposed Nominees for Election as Directors”.

The members of the HRGC are appointed annually by the Board, provided that if the composition of the HRGC is not so determined, each director who was then serving as a member of the HRGC shall continue as a member of the HRGC until their successor is appointed. Each member of the HRGC shall serve at the pleasure of the Board until the member resigns, is removed, or ceases to be a member of the Board.

The HRGC meets at least once per fiscal year and has free and unrestricted access to the Company’s management and employees, and the books and records of the Company. The HRGC may conduct or authorize investigations into or studies of matters within the HRGC’s scope of responsibilities and duties, and shall have the authority to seek, retain and terminate external legal counsel, consultants, accountants or other advisors from a source independent of management, to assist it in fulfilling its responsibilities and to set and pay the respective compensation for these advisors.

Components of Executive Compensation

The Company’s executive compensation is structured with the following components: base salary, annual incentives (bonuses) and long-term incentives, including Stock Options granted pursuant to the Company’s Stock Option Plan, RSUs and PSUs granted pursuant to the Company’s Share Unit Plan and, for non-executive directors, DSUs which may be granted pursuant to the Deferred Share Unit Plan (collectively, the “ Security-Based Compensation Plans ”). The Security-Based Compensation Plans were adopted by the Board and became effective on April 16, 2021, concurrently with the listing of the Common Shares on the TSX following the completion of the Company’s qualifying transaction pursuant to Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange, which consisted of reverse take-over of the Company (formerly “Rainy Hollow Ventures Inc.”) by SPUD by way of statutory plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) pursuant to an arrangement agreement between Rainy Hollow and SPUD (the “ RTO ”). The Security-Based Compensation Plans remain subject to Shareholder approval in accordance with the policies of the TSX.

The following discussion describes the Company’s executive compensation program by component of compensation and discusses how each component relates to the Company’s overall executive compensation objective. In establishing the executive compensation program, the Company believes that:

(a) base salaries provide an immediate cash component for the NEOs and should be at levels competitive with peer companies that compete with the Company for business opportunities and executive talent;
(b) annual incentive bonuses encourage and reward performance over the fiscal year compared to predefined goals and objectives and reflect progress toward company-wide performance objectives and personal objectives; and
(c) Stock Options, RSUs and PSUs ensure that the NEOs are motivated to achieve long-term growth of the Company and continuing increases in Shareholder value, and provide capital accumulation linked directly to the Company’s performance.

Annual incentive bonuses are related to performance and may form a greater or lesser part of the entire compensation package in any given year.

Long-Term Incentive Plans

The Company provides long-term incentive compensation to the NEOs through, primarily, the Stock Option Plan and Share Unit Plan.

Security-Based Compensation Plans

In connection with the completion of the RTO and the listing of the Company’s Common Shares on the TSX, on April 16, 2021, the Board adopted, subject to Shareholder approval, the Security-Based Compensation Plans. The Security-Based Compensation Plans are considered “evergreen” plans, as the Common Shares covered by awards which have been exercised will be available for subsequent grants under the Security-Based Compensation Plans, and the number of awards available for grants increases as the number of issued and outstanding Common Shares of the Company increases.

The purpose of the Security-Based Compensation Plans is to attract and retain qualified individuals to serve as executives, key employees and consultants of the Company and to promote the alignment of interests of such executives, key employees and consultants, on the one hand, and Shareholders, on the other hand.

The maximum number of Common Shares issuable under the Security-Based Compensation Plans and any other securitybased compensation arrangement of the Company shall not exceed 10% of the issued and outstanding Common Shares, as calculated on the date of grant of an award thereunder. As of the date of this Circular, the Company has granted: (i) 4,056,825 Stock Options (including 3,835,075 Rainy Hollow Options granted pursuant to the Rainy Hollow Option Plan; (ii) 81,588 RSUs; (iii) no PSUs; and (iv) no DSUs under the Security-Based Compensation Plans, representing, in aggregate, 9.41% of the issued and outstanding Common Shares. As of the date of this Circular, unallocated awards representing an aggregate of 257,254 Common Shares remain available for grant, representing approximately 0.59% of the issued and outstanding Common Shares.

All of the Common Shares covered by exercised, expired, cancelled or forfeited awards shall become available Common Shares for the purposes of awards that may be subsequently granted under the Security-Based Compensation Plans.

Any eligible participant under a Security-Based Compensation Plan, at the time of the granting of a Stock Option, RSU, PSU or DSU thereunder (as applicable), may hold more than one Stock Option, RSU, PSU or DSU (as applicable). However, no eligible participant will be able to hold Stock Options, RSUs, PSUs or DSUs with respect to such number of Common Shares that would exceed 10% of the number of Common Shares issued and outstanding from time to time. The number of Common Shares issuable to insiders of the Company, at any time, under the Security-Based Compensation Plans or any other security-based compensation arrangement of the Company cannot exceed 10% of the Company’s total issued and outstanding Common Shares. In addition, the number of Common Shares issued to insiders of the Company, within any one-year period, under the Security-Based Compensation Plans or any other security-based compensation arrangement of the Company cannot exceed 10% of the Company’s total issued and outstanding Common Shares. As the Security-Based Compensation Arrangements do not have a fixed maximum aggregate number of securities issuable thereunder, and assuming the adoption of the Stock Option Plan Resolution, Share Unit Plan Resolution and DSU Plan Resolution, the

unallocated awards must receive security holder approval no later than March 30, 2025, which is the date that is three years from the date of the Meeting where security holder approval is being sought.

The Board will be responsible for administering the Security-Based Compensation Plans, and the HRGC will make recommendations to the Board in respect of matters relating to the Security-Based Compensation Plans. The Board has the discretion to determine the vesting schedule of a Stock Option or the settlement period of RSUs and PSUs, and the Board shall have the full power and authority to accelerate the vesting, exercisability or settlement, as applicable, of any RSUs or PSUs, or all or any portion of any Stock Option.

The Security-Based Compensation Plans provide that equitable adjustment, if any, will be made by the Board in connection with any reorganization, change in the number of issued and outstanding Common Shares of the Company by reason of stock dividend, stock split, reverse stock split, recapitalization, merger, consolidation, combination or exchange of shares or other similar corporate change, including adjustments to the number of Common Shares to which a holder is entitled upon exercise or settlement of awards. For Stock Options, this may include equitable adjustments to the exercise price of any outstanding Stock Options, while for RSUs, PSUs and DSUs, this may include equitable adjustments to the factors and manner in which the settlement amount of an RSU, PSU or DSU is to be determined, as well as equitable adjustments to any other term and condition thereof.

The Board may amend the Security-Based Compensation Plans or any award thereunder at any time without the consent of the holders of the affected awards provided that such amendment shall (i) not adversely alter or impair any of the affected awards previously granted except as permitted by the terms of the applicable Security-Based Compensation Plan, (ii) be subject to any required approval of any securities regulatory authority or the TSX, and (iii) be subject to Shareholder approval, where required, by law, the requirements of the TSX or the applicable Security-Based Compensation Plan; provided, however, that Shareholder approval shall not be required for the following amendments and the Board may make any changes which may include but are not limited to:

amendments of a general housekeeping or clerical nature that, among others, clarify, correct or rectify any ambiguity, defective provision, error or omission in a Security-Based Compensation Plan;
amendments necessary to comply with applicable laws or the requirements of any securities regulatory authority or stock exchange;
changing the eligibility for, and limitations on, participation in a Security-Based Compensation Plan;
modifying the terms and conditions, including restrictions, not inconsistent with the terms of a Security-Based Compensation Plan, of any award, which terms and conditions may differ among individual award grants and holders of awards;
modifying the periods referred to in the Security-Based Compensation Plans during which vested awards may be exercised, provided that (i) in the case of Stock Options, the option period is not extended beyond ten years after the date of grant, and (ii) in the case of RSUs, PSUs and DSUs, the settlement period is not extended beyond the expiry date;
amendments with respect to the vesting period or with respect to circumstances that would accelerate the vesting of Stock Options, RSUs, PSUs or DSUs;
any amendment resulting from or due to the alteration of share capital as more fully set out in the applicable Security-Based Compensation Plan;
amendments to the provisions relating to the administration of a Security-Based Compensation Plan; and
suspending or terminating a Security-Based Compensation Plan.

For greater certainty, the Board shall be required to obtain Shareholder approval to make the following amendments:

a reduction in the exercise price of Stock Options held by an insider;
any amendment which increases the number of Common Shares that may be issued or paid upon settlements of RSUs, PSUs or DSUs to an insider;
an extension of the exercise period or settlement period (as applicable) of awards held by an insider under the Security-Based Compensation Plans;
any amendment to remove or to exceed the insider participation limits under the Security-Based Compensation Plans;
an increase to the maximum number of Common Shares issuable under the Security-Based Compensation Plans; and
any amendment to the amendment provisions of a Security-Based Compensation Plan.

For the first four bullet points above, the votes attached to Common Shares held directly or indirectly by insiders benefiting directly or indirectly from the amendment must be excluded. In addition, with respect to the last bullet point above, where the amendment will disproportionately benefit one or more insiders over other holders of awards, the votes of Common Shares held directly or indirectly by those insiders receiving the disproportionate benefit must be excluded.

Awards granted under a Security-Based Compensation Plan are not assignable or transferable other than by will or under the law of succession, or as expressly permitted by the Board. The Security-Based Compensation Plans do not provide for or contemplate the provision of financial assistance to participants, and it is not the policy of the Company to provide such financial assistance at this time.

The Security-Based Compensation Plans define a “Change of Control” as: (i) the sale of all or substantially all of the assets of the Company on a consolidated basis, in one transaction or a series of related transactions, to a person that is not a subsidiary; (ii) a merger, reorganization, acquisition or consolidation pursuant to which a person (as defined in the Securities Act (British Columbia)), or any associate (as defined in the Securities Act (British Columbia)) or affiliate (as defined in the Business Corporations Act (British Columbia)) of such person, shall acquire and directly or indirectly “beneficially own” (as defined in the Business Corporations Act (British Columbia)) securities of the Company representing 50% or more of the aggregate voting power of all of the Company’s then issued and outstanding securities; (iii) a transaction pursuant to which the Company goes out of existence; (iv) the dissolution or liquidation of the Company except in connection with the distribution of assets of the Company to one or more subsidiaries prior to such event; or (iv) the occurrence of a transaction requiring approval of the Company’s shareholders involving the acquisition of the Company by an entity through purchase of assets, by amalgamation, arrangement or otherwise.

The following is a summary of the particular terms of each of the Security-Based Compensation Plans.

Stock Option Plan

The Stock Option Plan allows for the grant of Stock Options to directors, executive officers, employees and consultants of the Company and its subsidiaries. The Board, in its sole discretion, shall from time to time designate the directors, executive officers, employees or consultants to whom Stock Options shall be granted, the number of Common Shares to be covered by each Stock Option granted and the terms and conditions thereof.

The exercise price for each Common Share covered by a Stock Option shall be established by the Board at the time of grant, but shall not be less than the closing market price of the Common Shares on the TSX on the trading day immediately preceding the date of grant.

A Stock Option shall be exercisable during a period established by the Board which shall commence not earlier than the date of grant and shall terminate not later than ten years after the date of grant. The Stock Option Plan provides that the exercise period shall automatically be extended if the date on which it is scheduled to terminate shall fall during a black-out period or within ten business days after the last day of a blackout period. In such cases, the extended exercise period shall terminate ten business days after the last day of the exercise period.

The following table describes the impact of certain events upon the rights of holders of Stock Options under the Stock Option Plan:

Event	Provisions
Resignation, voluntary leave or termination other than for cause, retirement, permanent disability or death (non-director participants)	Forfeiture of all unvested Stock Options 60 days after resignation, voluntary leave or termination to exercise vested Stock Options
Director participant ceases to be a director for any reason other than death	Forfeiture of all unvested Stock Options 60 days after termination to exercise vested Stock Options
Termination for cause (non-director participants)	Forfeiture of all vested or unvested Stock Options
Retirement or permanent disability (non-director participants)	Continued vesting of Stock Options with no restriction
Death	Forfeiture of all unvested Stock Options 180 days after event to exercise vested Stock Options
Change of Control	All issued and outstanding Stock Options shall become fully vested. If the Change of Control directly results from the acquisition of Common Shares, the Stock Options will be deemed exercised immediately before the Change of Control.

As of the date of this Circular, the Company has 4,056,825 Stock Options outstanding.

Share Unit Plan

The Share Unit Plan allows for the grant of RSUs and PSUs to directors, executive officers, employees and consultants of the Company and its subsidiaries. The Board, in its sole discretion, shall from time to time designate the executive officers, employees and consultants to whom RSUs and PSUs shall be granted, the number of RSUs and PSUs to be granted and the terms and conditions thereof.

At the time of granting of RSUs or PSUs under the Share Unit Plan, the Board may determine, in its sole discretion, any vesting conditions, settlement period or other conditions applicable to such grant; and in case of PSUs, determine the level of attainment of the performance objectives(s) which must be attained for any PSUs to be earned. The Board has yet to determine the performance objectives for the vesting of any PSUs to be issued.

RSUs and PSUs expire on the business day that is on or that immediately precedes the third anniversary of the date such RSUs or PSUs are granted. Participants may elect to defer the settlement of RSUs and/or PSUs to a later date not later than the expiry date of such RSUs and/or PSUs. Any RSU or PSU which has vested in accordance with the applicable grant letter and the Share Unit Plan and has not been settled at the expiry date shall be automatically settled on such date.

RSUs and PSUs may, at the sole discretion of the Company, be settled once vested by delivering: (i) Common Shares acquired in the open market; (ii) Common Shares issued from treasury; (iii) by making a cash payment equal to the number of RSUs and/or PSUs multiplied by the closing market price of the Common Shares on the TSX on the day preceding the settlement date; or (iv) any combination of the foregoing.

The following table describes the impact of certain events upon the rights of holders of RSUs and PSUs under the Share Unit Plan:

Event	Provisions
Termination for cause (non-director participants)	Forfeiture of all vested and unvested PSUs and RSUs
Resignation or voluntary leave other than for retirement or permanent disability (non-director participants)	Forfeiture of all unvested PSUs and RSUs 60 days after termination or voluntary leave to settle vested PSUs and RSUs
Termination other than for cause, retirement, permanent disability or death (non-director participants)	Forfeiture of all unvested PSUs Pro-rated vesting of unvested RSUs outstanding at date of termination 60 days after termination to settle vested PSUs and RSUs
Director participant ceases to be a director for any reason other than death	Forfeiture of all unvested PSUs Pro-rated vesting of unvested RSUs outstanding at date of event 60 days after event to settle vested PSUs and RSUs
Retirement or permanent disability (non-director participants)	Pro-rated vesting of unvested PSUs outstanding at date of retirement or permanent disability Settlement of all vested PSUs on date of event Immediate vestingof RSUs outstandingon date of event
Death	Pro-rated vesting of unvested PSUs outstanding at date of death Settlement period of all vested PSUs to terminate on date of event Settlement of all vested RSUs on date of event Forfeiture of all unvested RSUs
Change of Control	All issued and outstanding RSUs and PSUs shall become fully vested and settled If the Change of Control directly results from the acquisition of Common Shares, the settlement shall be in cash. Otherwise settlement as a result of a Change of Control will be by way of the delivery of Common Shares to the participant

As of the date of this Circular, the Company has 81,588 RSUs and no PSUs outstanding.

DSU Plan

The DSU Plan allows for the grant of DSUs to the Company’s non-executive directors. These directors may elect to receive all or part of the retainer fees payable to them as a member of the Board or lead director and as a member or chair of a committee of the Board in DSUs.

DSUs expire on the business day that is immediately preceding December 31 of the calendar year following the calendar year during which the non-executive director ceases to be a director of the Company. DSUs have the same value as Common Shares. At the time of granting any DSU, the Board may impose vesting conditions in respect of such DSUs. Each non-executive director who wishes to receive all or a portion of his or her retainer fees in DSUs shall receive such number of DSUs as is obtained by dividing the deferred remuneration payable to such non-executive director by the market price of the Common Shares on the TSX on the date preceding the date on which the DSUs are awarded.

Holders of DSUs cannot settle their DSUs while they are members of the Board. Once they cease to be a member of the Board, the Company may, at its sole discretion, settle the DSUs by: (i) delivering Common Shares acquired in the open market; (ii) delivering Common Shares issued from treasury; (iii) making a cash payment equal to the number of DSUs multiplied by the closing market price of the Common Shares on the TSX on the day preceding the settlement date; or (iv) any combination of the foregoing.

As of the date of this Circular, the Company has no DSUs outstanding.

Annual Burn Rate

In accordance with the requirements of Section 613 of the TSX Company Manual, the following table sets out the annual burn rate of awards granted under the Company’s Security-Based Compensation Plans as at the end of October 2, 2021. The burn rate is calculated by dividing the number of awards granted under the Security-Based Compensation Plans during the fiscal year by the weighted average number of Common Shares outstanding for the applicable fiscal year.

Annual Burn Rate	Annual Burn Rate
	As at October 2, 2021
Stock Option Plan	0.56%
Share Unit Plan	0.21%
DSU Pan	-

Group Benefits/Perquisites

The officers of the Company have the option to benefit from life, medical and long-term disability insurance. None of the officers benefits from any retirement plan. All such benefits are also offered to the Company’s employees.

Securities Trading Policy

Directors and NEOs of the Company shall not use any strategy relating to or use derivative instruments in respect of the Company’s securities, including financial instruments that are designed to hedge or offset a decrease in market value of the Company’s securities and shall not engage in the following with respect to securities of the Company which they own or exercise control, whether directly or indirectly: (a) short sales; (b) sale of a call option; (c) purchase of a put option; and (d) purchasing on margin.

Summary of the Compensation of the Named Executive Officers

The following table sets out information concerning NEO compensation for the period between the completion of the RTO on April 16, 2021 and October 2, 2021:

Summary Compensation Table

Name and Principal Position	Year	Salary (1) ($)	Share- based Awards (2) ($)	Option- based Awards (3) ($)	Non-equity Incentive Plan Compensation ($)	Non-equity Incentive Plan Compensation ($)	Pension Value (5) ($)	All Other Compensation ($)	Total Compen -sation ($)
					Annual Incentive Plans (4)	Long-term Incentive Plans
Simon Cairns *Chief* *Executive* *Officer* (6)	2021	5,769	-	-	-	-	-	-	5,769
Peter van Stolk (6) *Former Chief* *Executive* *Officer*	2021	110,769	-	-	-	-	-	910	111,679
Adrienne Uy *Chief* *Financial* *Officer and* *Corporate* *Secretary*	2021	138,468	-	-	27,692	-	-	378	166,531
Jeffrey King *Chief* *Technology* *Officer*	2021	115,385	60,888	-	-	-	-	932	177,205
Robert Horricks *Chief* *Executive* *Officer of* *Blush Lane*	2021	39,231	-	4,670	-	-	-	3,383	47,284

________ (1) This column discloses the actual salary earned during the period indicated.

(2) This column discloses the total value of RSUs granted to the Named Executive Officer during the fiscal year ended October 2, 2021. These amounts are equal to the number of RSUs granted multiplied by the trading price of the Common Shares on the TSX on the date of grant on October 1, 2021 ($1.37). These amounts do not reflect the current value of the RSUs or the value, if any, that may be received when the RSUs are settled.

(3) This column discloses the total value of Stock Options at the time of grant. These figures do not reflect the current value of the Stock Options or the value, if any, that may be realized if and when the Stock Options are exercised. The value of the Stock Option awards was calculated using the BlackScholes option pricing model using the same assumptions used for determining the equity-based compensation expense in the Company’s financial statements for the fiscal year ended October 2, 2021 in accordance with International Financial Reporting Standards 2 (“ IFRS 2 ”). The Black-Scholes model was selected by the Company as it is the most widely adopted and used option-valuation method.

(4) The amounts disclosed in the column are granted as annual cash bonuses and are attributable in the period indicated.

(5) The Company does not have a retirement plan.

(6) Peter van Stolk was replaced from his position as chief executive officer of the Company on December 14, 2021 by Simon Cairns.

The total compensation of the NEOs, as shown in the Summary Compensation Table, consists, in part, of Stock Options that have a value which does not constitute a cash amount received by the NEOs. The amounts attributed to Stock Options are at risk and the stock options may ultimately have no value.

Incentive Plan Awards

An “incentive plan” is any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period. An “incentive plan award” means compensation awarded, earned paid, or payable under an incentive plan.

The following table sets out the details of all option-based award and share-based awards to each NEO as at October 2, 2021, the end of the Company’s most recently completed fiscal year:

Executive		Option-based Awards	Option-based Awards		Unit-based Awards	Unit-based Awards	Unit-based Awards
	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option Expiration Date	Value of Unexercised In-the- Money Options(1)	Number of Shares or Units of Shares that have not vested (#)	Market or payout value of Share- based awards that have not vested ($)	Market or Payout Value of Vested Share- based awards not paid or distributed (2) ($)
Simon Cairns *Chief Executive* *Officer*	-	-	-	-	-	-	-
Peter van Stolk *Former Chief* *Executive Officer*	200,000 55,000 25,000 75,000 50,000 150,000 50,000	4.50 4.50 3.00 3.00 2.70 2.70 1.80	2030-04-09 2028-11-16 2028-02-01 2027-09-15 2026-11-09 2025-11-04 2024-09-28	-	-	-	-
Adrienne Uy *Chief Financial* *Officer and* *Corporate* *Secretary*	55,000 72,000	4.50 3.00	2028-11-16 2027-09-15 2026-11-09 2025-11-04	-	-	-	-
	50,000	2.70
	80,000	2.70
Jeffrey King *Chief Technology* *Officer*	200,000	4.50	2030-04-09	-	-	-	60,888
Robert Horricks *Chief Executive* *Officer of Blush* *Lane*	20,000	4.50	2030-04-09				-
	7,500	4.50	2028-11-16	-	-	-
	5,000	1.97	2026-10-01

(1) This column sets out the aggregate value of in-the-money unexercised Stock Options as at October 2, 2021, calculated based on the difference between the market price of the Common Shares underlying the Stock Options as at October 1, 2021 ($1.37), the last trading day during the fiscal year ended October 2, 2021 and the exercise price of the Stock Options.

(2) This column sets out the aggregate dollar value of vested share-based awards on the vesting date, calculated based on the market price of the Common Shares underlying the award on the vesting date multiplied by the number of units.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets out, for each NEO, the value of option-based awards and share-based awards which vested during the fiscal year ended October 2, 2021 and the value of non-equity incentive plan compensation earned during the fiscal year ended October 2, 2021:

Executive	Option-based awards – Value vested during the year(1) ($)	Share-based awards – Value vested during the year(2) ($)	Non-equity incentive plan compensation – value earned during the year ($)
Simon Cairns *Chief Executive Officer*	-	-	-
Peter van Stolk *Former Chief Executive* *Officer*	341,250	-	-
Adrienne Uy *Chief Financial Officer and* *Corporate Secretary*	41,250	-	-
Jeffrey King *Chief Technology Officer*	300,000	60,888	-
Robert Horricks *Chief Executive Officer of* *Blush Lane*	26,250	-	-

(1) Represents the aggregate dollar value of in-the-money Stock Options that would have been realized if the Stock Options had been exercised on the vesting date during the year ended October 2, 2021. The value is equal to the difference between the closing price of the underlying securities at exercise and the exercise price of the Options on the vesting date. The pricing of such Stock Options was based on the Company’s pre-RTO pricing of $7.50 per share.

(2) Represents the aggregate dollar value of vested share-based awards on the vesting date, calculated based on the market price of the Common Shares underlying the award on the vesting date multiplied by the number of units.

Termination and Change of Control Benefits and Estimated Incremental Payments Pursuant to Employment Agreements

Employment Agreement with Simon Cairns, Chief Executive Officer and Proposed Director

Simon Cairns entered into an employment agreement with the Company for the position of President of Food-X Technologies Inc. on September 13, 2021, with his employment commencing on September 27, 2021. On December 14, 2021, Mr. Cairns transitioned to the role of Chief Executive Officer of the Company with his employment with the Company in the aforementioned roles being governed by the an updated employment agreement effective December 14, 2021.

Mr. Cairns’ employment agreement provides that he may terminate the agreement absent Good Reason upon not less than 90 days written notice before the effective time of such termination. The agreement also provides that Mr. Cairns may terminate the agreement with Good Reason (as defined herein), including a Change of Control (as defined herein), upon three months written notice, following which Mr. Cairns shall be entitled to receive Severance Benefits (as defined herein), in lieu of the required notice period. Similarly, the Company may terminate the agreement without just cause, but in such event Mr. Cairns would be entitled to receive Severance Benefits in lieu of the required notice period.

Pursuant to Mr. Cairns’ employment agreement, the amounts that Mr. Cairns would have been entitled to receive if the Company had terminated their employment without cause as at October 2, 2021 is $300,000 and any accrued bonus (or other compensation) entitlements, and upon termination with cause as at October 2, 2021, would be $300,000 and any

accrued bonus (or other compensation) entitlements. The amount that would have been payable if a Change of Control had taken place on October 2, 2021 is $300,000 and any accrued bonus (or other compensation) entitlements.

Employment Agreement with Adrienne Uy, Chief Financial Officer and Corporate Secretary

Adrienne Uy entered into an employment agreement with the Company for the position of Chief Financial Officer on September 14, 2015. On November 25, 2019, Ms. Uy transitioned to the role of Chief Change Officer, and returned subsequently to the Chief Financial Officer position on September 14, 2020, with her employment with the Company in the aforementioned roles being governed by the same employment agreement.

Ms. Uy’s employment agreement provides that she may terminate the agreement absent Good Reason upon not less than 120 days written notice before the effective time of such termination. The agreement also provides that Ms. Uy may terminate the agreement with Good Reason, including a Change of Control, upon three months written notice, following which Ms. Uy shall be entitled to receive Severance Benefits, in lieu of the required notice period. Similarly, the Company may terminate the agreement without just cause, but in such event Ms. Uy would be entitled to receive Severance Benefits in lieu of the required notice period.

If the Company terminates the employment of Ms. Uy for just cause, Ms. Uy shall be entitled to be paid all amounts properly due and owing up to the date of termination. In the event the employment of Ms. Uy is terminated pursuant to a Change of Control with a period of three to 12 months following such Change of Control, such terminated individual shall be entitled to receive Severance Benefits.

Pursuant to Ms. Uy’s employment agreement, the amounts that Ms. Uy would have been entitled to receive if the Company had terminated their employment without cause as at October 2, 2021 is $300,000 and any accrued bonus (or other compensation) entitlements, and upon termination with cause as at October 2, 2021, would be nil. The amount that would have been payable if a Change of Control had taken place on October 2, 2021 is $300,000 and any accrued bonus (or other compensation) entitlements.

In relation to Mr. Cairns’ and Ms. Uy’s respective employment agreements:

“Severance Benefits” means:

(a) a severance payment prorated for the required notice period provided in the employee’s respective agreement, and calculated using the then-current base salary, plus annual bonus entitlements, if any; and
(b) during the required notice period provided in the employee’s respective agreement, the employee will remain entitled to all benefits provided thereunder, as well as any Stock Options granted to the employee under the agreement that vest during the said required notice period.

“Change of Control” means

(a) a merger, consolidation, amalgamation, arrangement or reorganization of the Company that results in the transfer of more that 50% of the total voting power of the resulting entity’s outstanding securities to an acquiror when compared against the total voting power of such companies prior to such transaction;
(b) a direct or indirect sale or other transfer of beneficial ownership of all or substantially all of the issued and outstanding securities of the Company to an acquiror;
(c) a direct or indirect sale or other transfer of beneficial ownership of (A) securities of the Company possessing more than 50% of the total combined voting power of the Company’s outstanding securities, or (B) the right to appoint a majority of the Board or otherwise directly or indirectly control the management, affairs and business of the Company, in each case of (A) or (B), to an acquiror, the result of which is that a majority of the Board elected at a proximate annual or special meeting of shareholders thereof are non-incumbent individuals who are nominees of such acquiror; or

(d) the direct or indirect sale or other disposition of all or substantially all of the assets of the Company to an acquiror.

“Good Reason” means the occurrence, within twelve months after a Change Control, of any of the following:

(a) any material adverse change in the employee’s status, position, authority or responsibilities in effect under the agreement;
(b) any reduction in base salary or a material adverse change of the employee’s benefits or other compensation;
(c) any action or inaction by the Company that constitutes constructive dismissal at common law; or
(d) any failure by the Company or an acquiror to secure the agreement of any successor company or other entity to fully assume the Company’s obligations under the agreement in connection with a Change of Control.

For the definition of Change of Control and Good Reason set forth above, “acquiror” means a person or group of persons (including their affiliates (as defined in the Securities Act (British Columbia)), acting jointly and in concert, who are different from a person or group of persons holding the securities or the assets of the Company immediately prior to a transaction.

In the case of Mr. Cairns and Ms. Uy, the current required notice period is 12 months.

Employment Agreement with Jeffery King, Chief Technology Officer

Jeffrey King entered into an employment agreement with the Company for the position of Chief Technology Officer on September 27, 2019, with his employment commencing on October 21, 2019. If the Company terminates the employment of Mr. King without just cause, he is entitled to maximum notice or a severance payment in lieu thereof (or combination) as set out in Part 8 of the Employment Standards Act (British Columbia). If Mr. King’s employment is terminated for just cause, he is not entitled to any notice or severance in lieu thereof. The amounts that Mr. King would have been entitled to receive if the Company had terminated their employment without cause as at October 2, 2021 is $9,615 and any accrued bonus (or other compensation) entitlements, and upon termination with cause as at October 2, 2021, would be nil. As of the date of the Circular, no change of control provisions apply. Mr. King’s employment agreement contains confidentiality and non-competition covenants in favour of the Company, which apply to the term of the employment and will continue for a specified period of time after termination.

Employment Agreement with Robert Horricks, Chief Executive Officer of Blush Lane

Robert Horricks entered into an employment agreement dated September 1, 2019 with Be Fresh (AB) Inc. for the position of CEO of Blush Lane. If the Company terminates the employment of Mr. Horricks without just cause, he is entitled to eight (8) weeks advance notice, or maximum notice or a severance payment in lieu thereof (or combination) as set out in Part 8 of the Employment Standards Act (British Columbia). If Mr. Horricks’ employment is terminated for just cause, he is not entitled to any notice or severance in lieu thereof. The agreement with Mr. Horricks does not provide for payments upon change of control. The amounts that Mr. Horricks would have been entitled to receive if the Company had terminated their employment without cause as at October 2, 2021 is $13,077 and any accrued bonus (or other compensation) entitlements, and upon termination with cause as at October 2, 2021, would be nil. Mr. Horrick’s employment agreement contains confidentiality and non-competition covenants in favour of the Company, which apply to the term of the employment and will continue for a specified period of time after termination.

Peter Van Stolk, Former Chief Executive Officer of the Company

On December 14, 2021, Peter van Stolk was replaced from his position as Chief Executive Officer of the Company by Simon Cairns. Mr. van Stolk continues to be paid his base salary continuance on a bi-weekly basis at $240,000 per annum. Such payments will cease on December 14, 2023.

Director Compensation

The following table sets out the details of the compensation of the directors of the Company for the period between the completion of the RTO on April 16, 2021 and October 2, 2021:

Name	Fees earned(1)	Share-	Option-	Non-equity	Pension value(5) ($)	All other compensation(6) ($)	Total ($)
		based	based	incentive plan compensation(4) ($)
		awards(2)	awards(3)
	($)	($)	($)
D. Neil McDonnell(7)	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Eric Phaneuf	28,275	-	-	-	-	-	28,275
Monique Wilberg	37,940	-	-	-	-	-	37,940
Terry Vanderkruyk	35,440	-	-	-	-	-	35,440
Peter van Stolk	-	-	-	-	-	-	-
Todd Cherniak(8)	31,824	-	-	-	-	-	31,824
Total	133,479	-	-	-	-	-	133,479

________ (1) This amount represents the annual fees earned by each of the directors of the Company.

(2) Subject to Shareholder approval, the Board adopted the Security-Based Compensation Plans on April 16, 2021, which forms part of the Company’s long-term incentive compensation arrangements.

(3) This column discloses the total value of Stock Options at the time of grant. These figures do not reflect the current value of the Stock Options or the value, if any, that may be realized if and when the Stock Options are exercised. The value of the Stock Option awards was calculated using the Black-Scholes option pricing model using the same assumptions used for determining the equity-based compensation expense in the Company’s financial statements for the fiscal year ended October 2, 2021 in accordance with IFRS 2. The Black-Scholes model was selected by the Company as it is the most widely adopted and used option-valuation method.

(4) The Company did not have a non-equity incentive plan at the end of the fiscal year ended October 2, 2021.

(5) The Company does not have a pension plan.

(6) The Company does not offer any other type of compensation to the directors.

(7) Appointed on December 2, 2021.

(8) Resigned on December 2, 2021.

Incentive Plan Awards

The following table sets out the details of all awards held by the independent (within the meaning of NI 52-110 ) directors of the Company as at October 2, 2021, the end of the Company’s last fiscal year:

Name		Option-Based Awards	Option-Based Awards			Share-Based Awards(2)	Share-Based Awards(2)

	Number of Securities Underlying Unexercised Options (#)			Value of Unexercised	Number of Shares or Units of Shares that	Market or Payout Value of Share-Based Awards That	Market or Payout Value of Vested Share Based Awards Not Paid or Distributed(3) ($)
		Option		In-the	have not
		Exercise		Money	Vested	Have Not
		Price ($)	Option Expiration Date	Options(1) ($)	(#)	Vested(3)
						($)
Eric Phaneuf(2)	50,000 40,000 10,000 30,000	4.50 4.50 3.00 3.00	2030-04-09 2028-11-16 2028-05-09 2027-09-15		-	-	-
Monique Wilberg	50,000 40,000 10,000 30,000 30,000 20,000	4.50 4.50 3.00 3.00 2.70 2.70	2030-04-09 2028-11-16 2028-05-09 2027-09-15 2026-11-09 2025-11-04		-	-	-
Terry Vanderkruyk	50,000	4.50	2030-04-09		-	-	-
Todd Cherniak	50,000 40,000 10,000 30,000 30,000 20,000	4.50 4.50 3.00 3.00 2.70 2.70	2030-04-09 2028-11-16 2028-05-09 2027-09-15 2026-11-09 2025-11-04		-	-	-

________ (1) The closing price of the Common Shares underlying the Stock Options on October 2, 2021 was $1.37 per Common Share.

(2) Fonds Agro held the Stock Options indicated in the table at the end of the last financial year ended October 2, 2021. Commandité S.P.U.D. Inc., the general partner of Fonds Agro, is indirectly controlled by Walter Capital Partners Inc., a private equity firm. Eric Phaneuf is the President and Chief Executive Officer of Walter Capital Partners Inc. Mr. Phaneuf is also a director and indirect shareholder of Commandité S.P.U.D. Inc. Mr. Phaneuf is responsible for all the investment decisions of Fonds Agro’s with respect to its holding in the Company.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets out, for each independent director, the value of option-based awards and share-based awards which vested during the fiscal year ended October 2, 2021 and the value of non-equity incentive plan compensation earned during the fiscal year ended October 2, 2021:

Name	Option-Based Awards – Value Vested During the Year(1)($)	Share-Based Awards – Value Vested During the Year ($)	Non-Equity Incentive Plan Compensation – Value Earned During the Year ($)
Eric Phaneuf(2)	105,000	-	-
Monique Wilberg	105,000	-	-
Terry Vanderkruyk	75,000	-	-
Todd Cherniak	105,000	-	-

(1) Represents the aggregate dollar value of in-the-money Stock Options that would have been realized if the Stock Option had been exercised on the vesting date during the fiscal year ended October 2, 2021. The value is equal to the difference between the closing market price of the underlying securities at exercise and the exercise price of the Stock Option on the vesting date. The pricing of such Stock Options were based on the Company’s pre-RTO pricing of $7.50 per share.

(2) Fonds Agro held the Stock Options indicated in the table at the end of the last financial year ended October 2, 2021. Commandité S.P.U.D. Inc., the general partner of Fonds Agro, is indirectly controlled by Walter Capital Partners Inc., a private equity firm. Eric Phaneuf is the President and Chief Executive Officer of Walter Capital Partners Inc. Mr. Phaneuf is also a director and indirect shareholder of Commandité S.P.U.D. Inc. Mr. Phaneuf is responsible for all the investment decisions of Fonds Agro’s with respect to its holding in the Company.

The Company has implemented a director compensation program designed to attract and retain qualified individuals who possess the relevant experience of board membership with other successful Canadian and U.S. listed corporations, and align the compensation of the directors with the interests of the Shareholders through equity-based compensation.

The following table sets forth the compensation to be received by non-executive directors.

	Annual Cash Retainer	Annual Option Grant ($)	Annual DSU Grant ($)	Additional Chair Fee
Board Role
	($)			($)

Board Member	48,000	-	-	-
Chair of the Board	-	-	-	10,000
Audit Committee Chair	-	-	-	5,000
HRGC Chair(1)	-	-	-	5,000

(1) On January 21, 2022, the Company created the HRGC by combining its compensation committee and its sustainability and governance committee into one committee.

Directors will be entitled to be reimbursed for reasonable travel and other expenses incurred by them in carrying out their duties as directors. Any non-executive director may elect to receive all or part of the retainer fees payable to them in DSUs.

Performance Graph

The following performance graph shows the yearly change in the cumulative total return on the Company’s Common Shares compared to the total cumulative return of the S&P/TSX Composite Index for the period between the closing of the RTO and the subsequent commencement of trading of the Common Shares on the TSX on April 21, 2021 to October 2, 2021:

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Freshlocal Solutions Inc. Performance Graph
$120.00
$100.00
$80.00
$60.00
$40.00
$20.00
$0.00
4/21/2021 5/21/2021 6/21/2021 7/21/2021 8/21/2021 9/21/2021
Value of LOCL Value of S&P/TSX Composite Index
$100
Investment in August 31, September 30, October 2,
Base Period April 21, 2021 May 31, 2021 June 30, 2021 July 31, 2021 2021 2021 2021
Freshlocal $100.00 $60.98 $46.72 $42.62 $42.62 $20.33 $22.46
Solutions Inc.
S&P TSX $100.00 $103.07 $105.34 $105.98 $107.52 $104.84 $105.26
Composite
Index
Canadian Dollars
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The Company determines executive compensation in accordance with the policies and procedures and based on the criteria described above. As such, executive compensation is not based on the total return of the Company’s Common Shares relative to any particular stock index. Given the Company’s Common Shares were listed for trading for less than six months in the fiscal year ended October 2, 2021, no comparison can be made with respect to the trend on the graph and the trend in NEO compensation.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out certain details as at October 2, 2021, the end of the Company’s last fiscal year, with respect to compensation plans pursuant to which equity securities of the Company are authorized for issuance:

Plan Category	Number of shares to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted- average exercise price of outstanding options, warrants and rights (b)	Number of shares remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (c)
Equity compensation plans approved by Shareholders	-	-	-
Equity compensation plans not approved by Shareholders (Stock Option Plan)	4,056,825	$3.60	257,254(1)
Equity compensation plans not approved by Shareholders (Share Unit Plan)	81,588	N/A
Equity compensation plans not approved by Shareholders (DSU Plan)	Nil	N/A
TOTAL	4,138,413		257,254

________ (1) Based on the total number of Common Shares to be reserved and authorized for issuance pursuant to securities granted under the Security-Based Compensation Plans, being 10% of the issued and outstanding Common Shares as at the end of the most recently completed financial year.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at February 11, 2022, none of the executive officers, directors, nominees for election as director, employees or former executive officers, directors or employees of the Company or any of its subsidiaries were indebted to the Company or any of its subsidiaries and, as at the same date, the indebtedness, if any, of such persons to other entities was not the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any subsidiary thereof.

None of the: (i) persons who are or who were, at any time during the fiscal year ended October 2, 2021, directors or executive officers of the Company; (ii) proposed nominees for election as a director of the Company; or (iii) associates of any such director, executive officer or proposed nominee, were, at any time during the fiscal year ended October 2, 2021, indebted to: (a) the Company or any of its subsidiaries; or (b) another entity, if such indebtedness has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any subsidiary thereof, other than “routine indebtedness” as defined in National Instrument 51-102 Continuous Disclosure Obligations .

AUDIT COMMITTEE INFORMATION

Reference is made to the section entitled “Audit Committee” of the Company’s Annual Information Form (“ AIF ”) for the fiscal year ended October 2, 2021 for required disclosure relating to the Audit Committee. The AIF is available on SEDAR at www.sedar.com.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For the purposes of this Circular, “informed person” of the Company means: (a) a director or executive officer of the Company; (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both, carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company, other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company, if it has purchased, redeemed or otherwise acquired any of its own securities, for so long as it holds any of its securities.

Other than as set out below and elsewhere in this Circular, to the knowledge of management of the Company, no informed person of the Company, and no associate or affiliate of any such person, at any time since the commencement of the Company’s most recently completed financial year has or had any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction that has materially affected the Company, in any proposed transaction that could materially affect the Company, or in any matter to be acted upon at this Meeting.

In connection with the completion of a private placement of convertible debenture units (“ Convertible Debenture Units ”) of the Company (the “ Private Placement ”), such Private Placement closing in multiple tranches on December 2, 2021 and December 23, 2021, the Company entered into an agreement (the “ Agreement ”) dated November 18, 2021 with a particular investor (the “ Investor ”) in connection with the Investor’s acquisition of $3,000,000 of Convertible Debenture Units under the Private Placement. Pursuant to the Agreement, subject to certain conditions, until the Convertible Debentures (as defined below) have been repaid by the Company or converted into Common Shares, the Company agreed, inter alia , to grant the Investor the right to designate one individual to serve as both a director of the Company and Chairman of the Board (the “ Board Appointment Right ”). Pursuant to the Board Appointment Right, effective December 2, 2021, D. Neil McDonnell was appointed as both a director of the Company and Chairman of the Board. Mr. McDonnell is one of the proposed director nominees standing for election at the Meeting.

In connection with the Private Placement, Monique Wilberg, a director of the Company, and Terry Vanderkruyk, a former director of the Company until February 4, 2022, either directly or indirectly, purchased $50,000 and $200,000, respectively, of Convertible Debenture Units. Each Convertible Debenture Unit is comprised of (i) one 8% subordinated unsecured convertible debenture of the Company in a principal amount of $1,000 (a “ Convertible Debenture ”), which is convertible at the holder’s option into Common Shares at a conversion price of $1.90 per Common Share, subject to adjustment in certain events, and maturing on December 31, 2024 (the " Maturity Date "); and (ii) 263 common share purchase warrants of the Company (the " Warrants "). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $1.25 per share until the Maturity Date.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

The Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of (i) any person who has been a director or executive officer of the Company at any time since the beginning of the Company’s last financial year, (ii) any nominee for election as director of the Company, or (iii) any associate or affiliate of the persons listed in (i) and (ii), in any matter to be acted upon at the Meeting, other than the election of directors.

CORPORATE GOVERNANCE PRACTICES

National Policy 58-201 Corporate Governance Guidelines and NI 58-101 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, such as the Company, 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

Independence of the Board of Directors

The Board currently consists of five (5) directors: D. Neil McDonnell, Eric Phaneuf, Monique Wilberg, Peter van Stolk and Douglas Harrison, four (4) of whom are independent for the purposes of NI 52-110. Subject to certain exceptions, a director is “independent” within the meaning of NI 52-110 if he or she has no direct or indirect material relationship with the issuer. A “material relationship” is a relationship that could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The Board considers D. Neil McDonnell, Eric Phaneuf, Monique Wilberg, and Douglas Harrison independent within the meaning of NI 52-110.

The Board considers Peter van Stolk not independent within the meaning of NI 52-110 in that he was the former Chief Executive Officer of the Company. The Board considers Simon Cairns, if elected as a director, not independent within the meaning of NI 52-110 in that he is the current Chief Executive Officer of the Company.

The Board determines annually whether each member of the Board is independent pursuant to applicable securities legislation by ascertaining, among other matters, whether they were engaged as an executive officer or employee of the Company, they have any immediate family member engaged as an executive officer or employee of the Company, they received remuneration from the Company other than remuneration for acting as a director or a member of any committee of the Board, or they or an immediate family member benefitted from a business relationship with the Company that could reasonably be perceived to materially interfere with their independent judgment. For additional information regarding the directors of the Company, see “Proposed Nominees for Election as Directors”.

Meetings of Directors

Meetings of the Board are chaired by its Chair, an independent director. At each meeting, the entire Board meets with management. Following such meeting with management and the non-independent directors, the independent members of the Board have the ability meet without the non-independent director and members of management present. The independent directors met without any member of management and the non-independent directors at least five times in the past year. Independent directors may also communicate with each other through various technological means as required, without non-independent directors and members of management participating.

D. Neil McDonnell, director, is the Chair of the Board, and in such role, he is principally responsible for overseeing the operations and affairs of the Board.

In addition, the Board has developed a written description of the role of the Chair of the Board, the Chair of each Board Committee and the Chief Executive Officer.

During the fiscal year ended October 2, 2021, the Board held seventeen (17) meetings, the Audit Committee held two (2) meetings, the Compensation Committee held two (2) meetings, and the Sustainability and Governance Committee held one (1) meeting. The following table sets out the number of meetings of the Board and Board committees attended by the directors for the fiscal year ended October 2, 2021:

Name	Number of Board of Directors Meetings Attended	Number of Audit Committee Meetings Attended	Number of Compensation Committee Meetings Attended	Number of Sustainability and Governance Committee Meetings Attended	Total Number of Meetings Attended
Eric Phaneuf	16/17	-	-	1/1	17/18
Monique Wilberg	17/17	2/2	2/2	-	21/21
Terry Vanderkruyk	16/17	2/2	2/2	1/1	21/22
Peter van Stolk	17/17	-	-	-	17/17
Todd Cherniak	16/17	2/2	2/2	-	20/21

Directorships

The following directors are currently directors of other issuers that are reporting issuers (or the equivalent) in a jurisdiction of Canada or a foreign jurisdiction:

Name of Director	Issuer
D. Neil McDonnell	 Redline Communications Group Inc. (TSX: RDL)  Quorum Information Systems (TSXV: QSX)
Douglas Harrison	 Superior Plus Corp (TSX:SPB)

Board of Directors Mandate

The Board of Directors has adopted a written mandate describing, inter alia , the Board’s role and overall responsibility to supervise the management of the business and affairs of the Company. The Board, directly and through its Board committees and the Chair of the Board, provides direction to senior officers and management, to pursue the best interests of the Company from an operational and Shareholder perspective. The Board has overall responsibility for the Company’s strategic planning, risk management, human resources management, corporate governance, and communications with the Company’s Shareholders and the market. The text of the Board of Directors mandate is reproduced in its entirety in Schedule D annexed to this Circular.

Orientation and Continuing Education

Generally, the HRGC is responsible for the adoption of the policies of the Company relating to the orientation of new directors and the continuing education of existing directors. The Company encourages new directors to meet with members of management in order to learn about the Company’s organizational culture and to familiarize themselves with

the policies and practices that are in place. The Company intends to provide more continuing education for the directors by, among other initiatives, inviting guests to lecture them on various topics that are relevant to the directors’ duties. Upon appointment of any candidate as a director, the Board will ensure that the candidate possesses the appropriate skills and knowledge to fulfill his or her obligations as a director. The Board will ensure that directors contribute to the growth of the Company through their positive experience as a director or senior executive with other public companies, through their expertise in the Company’s areas of activity, through their financial and strategic development skills, or through their experience in corporate governance and regulatory compliance.

Ethical Business Conduct

In terms of ensuring ethical business conduct, the Board has adopted a Code of Ethics and Business Conduct (the “ Code of Ethics ”) applicable to all the directors, officers, employees, consultants, contractors and suppliers of the Company as part of its corporate practices. In addition, in terms of the disclosure of information, the Board has adopted a disclosure policy aimed at ensuring that any communication emanating from the Company is timely, accurate in regards to the underlying facts and disclosed in accordance with applicable regulatory requirements. Finally, the Board has adopted a policy regarding securities transactions effected by insiders aimed at informing the Company’s insiders of their responsibilities in this regard and to ensure compliance therewith.

The Code of Ethics is available on the Company’s website at https://ir.freshlocalsolutions.com and under the Company’s profile on SEDAR at www.sedar.com.

Each employee receives a copy of the Code of Ethics during the onboarding process and are encouraged to review the Company’s governance documents located on its website. New directors receive a copy of the mandates and policies, and directors are encouraged to consult them as required.

Pursuant to the Company’s Board Mandate, the Board shall periodically review the reports of the HRGC Committee relating to compliance with, material departures from, and investigations and any resolutions of complaints received under, the Code of Ethics. The Board shall also review the recommendations of the HRGC concerning changes to the Code of Ethics and if advisable, approve, with or without modifications, the adoption of any such changes. The text of the Board of Directors mandate is reproduced in its entirety in Schedule D attached to this Circular. Prior to each Board meeting, every director is required to declare any potential conflict of interest.

Internal control procedures are reviewed annually by an independent consultant.

Lastly, the Company has adopted a whistleblower policy which enables directors, senior officers and employees to report any irregularity to the Chair of the Audit Committee.

The Code of Ethics covers the following topics: compliance with laws and regulations, conflicts of interest, full disclosure, insider trading, confidentiality, gifts and awards, corruption, good-faith incentives, fair dealing, protection of company assets, accuracy of the company’s books and records, reporting violations and complaints procedure. In the event of a conflict of interest, very specific rules have been established and these are included in the Code of Ethics. The Audit Committee ensures compliance with internal control and risk management standards. The HRGC is responsible for ensuring that the Board and management act in accordance with those practices and processes best able to ensure compliance with applicable laws and appropriate ethical standards; these include the adoption of company policies and procedures, and the adoption of a written Code of Ethics which sets out effective standards for deterring wrongdoing and is applicable to the Company’s directors, senior officers and employees. These missions are explicitly included in the mandates of these two committees.

Nomination of Directors

The HRGC is responsible for recommending potential new directors and assessing the performance and contribution of directors. Monique Wilberg (Chair) and Eric Phaneuf, the two members of the HRGC, are both independent directors within the meaning of NI 52-110. See “Compensation of Executive Officer and Directors – Human Resources and Governance Committee” for a description of the responsibilities, powers and operation of the HRGC.

At all times, the Company seeks to maintain a Board comprised of talented and dedicated directors with a diverse mix of experience, skills and backgrounds collectively reflecting the strategic needs of the business and the nature of the environment in which the Company operates. The Company benefits from the directors’ contributions in various fields such as sales, marketing, corporate governance, human resources, finance, strategic development and regulatory compliance.

When assessing the Board composition or identifying suitable candidates for appointment or re-election to the Board, the Company will consider candidates using objective criteria having due regard to the benefits of diversity and the needs of the Board. Diversity includes business experience, geography, age, gender, sexual orientation and other personal characteristics such as being a member of visible minorities, Aboriginal peoples and persons with disabilities.

Director Term Limits and Other Mechanisms of Board Renewal

The Company has not adopted term limits for its directors or other mechanisms of Board renewal. The Company is aware of the positive impact of bringing new perspectives to the Board, and therefore does from time-to-time add new members; however, it also values continuity on the Board and the in-depth knowledge of the Company held by those members who have a long-standing relationship with the Company.

Policies Regarding the Representation of Women and Promoting Diversity on the Board of Directors

The Company recognizes and embraces the benefits of having diversity and inclusion on its Board, senior management, and throughout the organization. Diversity and inclusion are important in order to ensure that the Company has the necessary range of perspectives, experience, and expertise required to achieve its objectives and deliver for its stakeholders.

The Company is committed to cultivating a diverse and inclusive culture and selecting the best individuals to fill the Board, senior management roles, and all other positions in the organization within the Company, free of conscious or unconscious bias and discrimination and on April 16, 2021, adopted a diversity and inclusion policy (the “ Diversity and Inclusion Policy ”).

Meaning of Diversity

“Diversity” is any dimension that can be used to differentiate groups and people from one another and includes gender identity, age, language, race, nationality, culture and other ethnic distinctions including Aboriginal peoples and members of visible minorities (each as defined in the Employment Equity Act (Canada)), persons with disabilities, sexual orientation, education, regional and industry experience, and expertise.

Application of the Diversity and Inclusion Policy to the Board

The HRGC is responsible for reviewing and assessing Board size, composition, and effectiveness and for recommending to the Board: (i) the director nominees to stand for election at the next annual meeting of Shareholders; and (ii) any candidates for appointment to the Board between annual meeting of Shareholders, as appropriate.

When identifying and considering the selection of candidates for appointment or nomination for election to the Board, the HRGC will:

assess the Board by considering the balance of skills, experience, independence and knowledge on the Board, the Board’s cohesiveness and other factors relevant to its effectiveness;
consider only candidates who are highly qualified based on their experience, education, expertise, personal skills and qualities, and general and industry-specific knowledge, having regard to the Company’s current and future plans and objectives; and
select individuals based on merit, against objective criteria, having due regard for the benefits of diversity and inclusion, in order to enable the Board to discharge its duties and responsibilities effectively.

In order to promote the specific objectives of diversity and inclusion on the Board, the selection process for Board appointees and nominees for election will also involve the following steps (including where the Company engages an external recruitment agency to identify and assess candidates):

ensure that appropriate efforts are made to include women and individuals from other diverse backgrounds in the list of candidates being considered for a Board position; and
if, at the end of the selection process, no women or individuals from other diverse backgrounds are selected from the list of candidates, the Board must be satisfied that there are objective reasons to support this determination.

The Company believes promotion of diversity and inclusion are best served through careful consideration of all of the abilities and attributes of each individual candidate in light of the needs of the Board without focusing on any particular diversity characteristics.

On an annual basis, the HRGC will: (i) review and assess the effectiveness of the Board appointment/nomination process at achieving the Company’s diversity and inclusion objectives; and (ii) consider and, if determined advisable, recommend to the Board for adoption, measurable objectives for achieving diversity on the Board. At any given time, the Board may seek to adjust one or more objectives concerning its diversity and inclusion and measure progress accordingly.

Application of Diversity and Inclusion Policy to Senior Leadership and the Organization

The HRGC is responsible for: (i) periodically reviewing and making recommendations to the Board with respect to succession planning matters concerning key executive officers; (ii) reviewing the recommendations of all senior management reporting directly to all other officers appointed by the Board; and (iii) working with the Company’s Human Resources department and other Board committees, as appropriate, to promote and implement hiring policies that cultivate diversity and inclusion throughout the organization.

It is an objective of this policy that diversity and inclusion be considered in connection with succession planning and the recruitment and appointment of members of the Company’s senior management as well as in all other roles throughout the organization.

Accordingly, in order to promote the specific objectives of diversity and inclusion, the Company will:

implement policies that address impediments to diversity and inclusion in the workplace and review their availability and utilization;
regularly review the proportion (in percentage terms) of persons at all levels of the Company who are from diverse backgrounds, including women, minorities, and individuals from diverse backgrounds;
monitor effectiveness of, and continue to expand on, existing initiatives designed to identify, support and develop talented individuals from diverse backgrounds; and
continue to identify new ways to entrench diversity and inclusion as a cultural priority across all levels of the Company.

On an annual basis, the HRGC will: (i) assess the effectiveness of the Company’s diversity and inclusion objectives; and (ii) consider and, if determined advisable, recommend to the Board for adoption, measurable objectives for achieving diversity and inclusion across all levels of the Company. At any given time, the Board may seek to adjust one or more objectives concerning diversity and inclusion and measure progress accordingly.

Number of Women and Members of the Designated Groups on the Board and in Executive Officer Positions

The members of the Board have diverse backgrounds and expertise and were selected on the belief that the Company and its stakeholders would benefit from such a broad range of talent and experiences. The Board considers merit as the key requirement for Board and executive officer appointments, and as such, it has not adopted a target regarding women in

Board or executive officer positions. At present, there is one (1) woman on the Board, representing 20% of the members of the Board, and one (1) of the Company’s executive officers, as defined in NI 58-101 are women, representing 25% of the executive officers of the Company.

Compensation

The process by which the Company currently determines the compensation of the executive officers of the Company is described in the section entitled “Compensation of Executive Officers and Directors – Compensation Discussion & Analysis” above.

Other Board Committees

The only standing committees constituted by the Board are the Audit Committee and the HRGC.

Assessments

The HRGC will ensure regular assessment of the effectiveness and contribution of the Board, the Board’s committees and the individual directors. The recommendations resulting from this evaluation process are submitted to the Chair of the Board in order to allow him to take measures that are necessary or advisable in this regard.

Environmental, Social, and Governance (ESG) Criteria

The Company is committed to advancing ESG initiatives. The Company measures its progress in increasing environmental sustainability, achieving a diverse and inclusive workplace, and adopting leading corporate governance practices. In addition to its efforts to cultivate a diverse and inclusive workplace and its pursuit of leading corporate governance practices, the Company has initiatives underway to improve its disclosure practices on the Environmental, Social, and Governance factors that are most material to the Company’s businesses. The Company’s wholly-owned subsidiary, SPUD, is proud to be a Certified B Corporation since 2013, signifying the essential role the Company can play in solving social and environmental problems. To attain and maintain this certification, SPUD must meet rigorous standards of social and environmental performance, accountability, and transparency.

ADDITIONAL INFORMATION

Financial information about the Company is contained in its comparative consolidated financial statements and Management’s Discussion and Analysis for the fiscal year ended October 2, 2021, and additional information about the Company is available on SEDAR at www.sedar.com.

If you would like to obtain, at no cost to you, a copy of any of the following documents:

(a) the comparative consolidated financial statements of the Company for the fiscal year ended October 2, 2021 together with the accompanying report of the auditors thereon and any interim financial statements of the Company for periods subsequent to October 2, 2021 and Management’s Discussion and Analysis with respect thereto; or
(b) this Circular,

please send your request to:

Freshlocal Solutions Inc. Attention: Adrienne Uy Chief Financial Officer and Corporate Secretary 105-5566 Trapp Avenue Burnaby, B.C. V3N 5G4 Telephone: 866 857-7783 E-mail: [email protected]

It is also possible to obtain information concerning the Company by visiting its web site at https://ir.freshlocalsolutions.com.

OTHER MATTERS

Management of the Company knows of no other matter to come before the Meeting other than those referred to in the Notice of Meeting. However, if any other matters which are not known to the management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the persons named therein to vote on such matters in accordance with their best judgment.

AUTHORIZATION

DATED at Vancouver, British Columbia

February 11, 2022

The contents and the mailing of this Circular have been approved by the Board of Directors of the Freshlocal Solutions Inc.

(signed) D. Neil McDonnell

D. Neil McDonnell

Chair of the Board of Directors

SCHEDULE A

SHAREHOLDERS’ RESOLUTION

STOCK OPTION PLAN

BE AND IT IS HEREBY RESOLVED:

THAT the Stock Option Plan (as defined in the Circular), which does not have a fixed maximum number of common shares issuable thereunder, adopted by the board of directors (the “ Board of Directors ”) of Freshlocal Solutions Inc. (the “ Company ”) on April 16, 2021, for the benefit of the directors, executive officers, employees and consultants of the Company and its subsidiaries, as described in the management information circular of the Company dated February 11, 2021 (the “ Circular ”), be and it is hereby approved;

THAT pursuant to the Stock Option Plan, the aggregate number of common shares of the Company in respect of which awards may be outstanding at any time under the Stock Option Plan or any other security-based compensation arrangement of the Company shall not exceed 10% of the issued and outstanding common shares of the Company, as calculated on the date of grant of an award thereunder;

THAT all unallocated stock options (“ Stock Options ”) pursuant to the Stock Option Plan be and they are hereby ratified, confirmed and approved;

THAT the grants of 3,835,075 Stock Options made by the Company pursuant to the Company’s previous stock option plan approved by shareholders of Rainy Hollow Ventures Inc. be and they are hereby ratified, confirmed and approved;

THAT the grants of 221,750 Stock Options made by the Company since April 16, 2021 pursuant to the Stock Option Plan be and they are hereby ratified, confirmed and approved;

THAT in accordance with the policies of the Toronto Stock Exchange, the Company shall have the ability to continue to grant Stock Options under the Stock Option Plan until March 30, 2025, which is the date that is three years from the date of the shareholders’ meeting at which shareholder approval is being sought;

THAT any director or officer of the Company be and they are hereby authorized, on behalf of the Company, to sign any document and take any measure that may prove necessary to give full effect to this resolution; and

THAT the Board of Directors be and is hereby authorized to abandon all or any part of these resolutions at any time prior to giving effect thereto.

A-1

SCHEDULE B

SHAREHOLDERS’ RESOLUTION

SHARE UNIT PLAN

BE AND IT IS HEREBY RESOLVED:

THAT the Share Unit Plan (as defined in the Circular), which does not have a fixed maximum number of common shares issuable thereunder, adopted by the board of directors (the “ Board of Directors ”) of Freshlocal Solutions Inc. (the “ Company ”) on April 16, 2021, for the benefit of the directors, executive officers, employees and consultants of the Company and its subsidiaries, as described in the management information circular of the Company dated February 11, 2021 (the “ Circular ”), be and it is hereby approved;

THAT pursuant to the Share Unit Plan, the aggregate number of common shares of the Company in respect of which awards may be outstanding at any time under the Share Unit Plan or any other security-based compensation arrangement of the Company shall not exceed 10% of the issued and outstanding common shares of the Company, as calculated on the date of grant of an award thereunder;

THAT all unallocated restricted share units (“ RSUs ”) and performance share units (“ PSUs ”) pursuant to the Share Unit Plan be and they are hereby ratified, confirmed and approved;

THAT the grants of 81,588 RSUs made by the Company since April 16, 2021 pursuant to the Share Unit Plan be and they are hereby ratified, confirmed and approved;

THAT in accordance with the policies of the Toronto Stock Exchange, the Company shall have the ability to continue to grant RSUs and PSUs under the Share Unit Plan until March 30, 2025, which is the date that is three years from the date of the shareholders’ meeting at which shareholder approval is being sought;

THAT the Board of Directors be and is hereby authorized to abandon all or any part of these resolutions at any time prior to giving effect thereto.

B-1

SCHEDULE C

SHAREHOLDERS’ RESOLUTION

DEFERRED SHARE UNIT PLAN

THAT the DSU Plan (as defined in the Circular), which does not have a fixed maximum number of common shares issuable thereunder, adopted by the board of directors (the “ Board of Directors ”) of Freshlocal Solutions Inc. (the “ Company ”) on April 16, 2021, for the benefit of non-executive directors of the Company, as described in the management information circular of the Company dated February 11, 2021 (the “ Circular ”), be and it is hereby approved;

THAT pursuant to the DSU Plan, the aggregate number of common shares of the Company in respect of which awards may be outstanding at any time under the DSU Plan or any other security-based compensation arrangement of the Company shall not exceed 10% of the issued and outstanding common shares of the Company, as calculated on the date of grant of an award thereunder;

THAT all unallocated deferred share units (“ DSUs ”) pursuant to the DSU Plan be and they are hereby ratified, confirmed and approved;

THAT in accordance with the policies of the Toronto Stock Exchange, the Company shall have the ability to continue to grant DSUs under the DSU Plan until March 30, 2025, which is the date that is three years from the date of the shareholders’ meeting at which shareholder approval is being sought;

THAT the Board of Directors be and is hereby authorized to abandon all or any part of these resolutions at any time prior to giving effect thereto.

C-1

SCHEDULE D

BOARD OF DIRECTORS MANDATE

1. Purpose

The members of the Board of Directors (the “ Board ”) are responsible for supervising the management of the business and affairs of Freshlocal Solutions Inc. (the “ Company ”). The Board, directly and through its committees and the chair of the Board (the “ Chair ”), through this mandate (the “ Mandate ”) shall provide direction to senior officers and management, to pursue the best interests of the Company from an operational and shareholder value perspective.

2. Membership

Number of Members

Subject to compliance with applicable law, the Company’s constating documents, and any agreements or other arrangements concerning the size of the Board, the Board shall be comprised of such number of members as determined by the Board from time to time.

Independence of Members

A majority of the members of the Board shall be independent within the meaning of the provisions of National Instrument 58-101 – Disclosure of Corporate Governance Practices , as may be amended from time to time.

Term of Members

At each annual meeting of the Company’s shareholders, the Board must permit shareholders to vote on the election of all members of the Board. Each member of the Board shall serve until the member resigns, ceases to be qualified for service as a member of the Board or is removed in compliance with applicable law.

Chair of the Board

Subject to compliance with any agreements or other arrangements concerning such matter, the members of the Board shall designate a Chair by majority vote of the full Board membership, following consideration of the recommendation of the Sustainability and Governance Committee.

The Chair may be an independent member of the Board.

In the absence of the Chair, the members of the Board present may appoint a chair from their number for such meeting.

General

Each director must have an understanding of the Company’s principal operational and financial objectives, plans and strategies, and financial position and performance. Each director is expected to attend all meetings of the Board and any Board committee of which he or she is a member. Directors are expected

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to have read and considered, in advance of each meeting, the materials sent to them and to actively participate in the meetings.

Directors must have sufficient time to carry out their duties and not assume responsibilities that would materially interfere with, or be incompatible with, Board membership. Directors who experience a significant change in their personal circumstances, including a change in their principal occupation, are expected to advise the chair of the Sustainability and Governance Committee.

Directors may serve on the boards of other public issuers so long as these commitments do not materially interfere and are compatible with their ability to fulfill their duties as a member of the Board. Directors must advise the Chair in advance of accepting an invitation to serve on the board of another public issuer.

3. Meetings

Number of Meetings

The Board shall meet as often as the Board considers appropriate to fulfill its responsibilities, but in any event no less than once per fiscal quarter.

Quorum

No business may be transacted by the Board at a meeting unless a quorum of the Board is present, as specified in the Company’s Articles.

Secretary and Minutes

The Corporate Secretary, his or her designate, or any other person the Board requests shall act as secretary of Board meetings. Minutes of Board meetings shall be recorded and maintained in sufficient detail to convey the substance of all discussions held and shall be, on a timely basis, subsequently presented to the Board for approval.

Attendance of Non-Members

The Board may invite to a meeting any officers or employees of the Company, legal counsel, advisors and other persons whose attendance it considers necessary or desirable in order to carry out its responsibilities.

Meetings of Independent Directors

The independent directors shall regularly hold an in-camera session, at which management and nonindependent directors are not present, and the agenda for each Board meeting will afford an opportunity for such a session. The independent directors may also, at their discretion, hold ad hoc meetings that are not attended by management and non-independent directors.

Access to Management and Books and Records

The Board shall have free and unrestricted access at all times, either directly or through its duly appointed representatives, to the Company’s management and employees and the books and records of the Company.

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4. Responsibilities

The Board shall have the specific functions and responsibilities outlined below and may, subject to compliance with application law, delegate such functions and responsibilities to a committee of the Board. In addition to these responsibilities, the Board shall perform the functions and responsibilities required of a Board by the Company’s governing corporate statute, applicable Canadian securities laws, any exchange upon which securities of the Company are listed, or any governmental or regulatory body exercising authority over the Company, as are in effect from time to time or as the Board otherwise deems necessary or appropriate.

Strategic Planning

(a) Strategic Plans

The Board will adopt a strategic plan for the Company. The Board shall periodically review and, if advisable, approve the Company’s strategic planning process and, at least annually, review and, if advisable, approve the Company’s strategic planning process and short and long-term strategic and business plans prepared by management. In discharging this responsibility, the Board shall review the plans in light of management’s assessment of emerging trends, the competitive environment, the capital markets, the significant business practices and products, the opportunities and risks for the businesses of the Company, and industry practices.

(b) Business and Capital Plans

The Board shall periodically review and, if advisable, approve the policies and processes generated by management relating to the authorization of major investments and significant allocations of capital and, at least annually, review and, if advisable, approve the Company’s annual business and capital plans.

(c) Monitoring

The Board shall periodically review management’s implementation of the Company’s strategic, business and capital plans and review and, if advisable, approve any material amendments to, or variances from, such plans.

Risk Management

(a) General

At least annually, the Board shall review reports provided by management and committees of the Board on the principal risks associated with the Company’s business and operations, review the implementation by management of appropriate systems to identify, assess, manage, and mitigate these risks, and review reports by management relating to the operation of, and any material deficiencies in, these systems.

(b) Oversight and Internal Controls

The Board shall provide oversight and verify that appropriate internal, financial, non-financial and business controls and management information systems have been established, and are being maintained, by management.

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(c) Environmental and Social Governance

The Board shall provide oversight of material environmental and social issues ensuring that the Company is mitigating associated risks and capitalizing on related opportunities.

Financial-Related Matters

(a) Approval of Annual Financial Reports

The Board shall review the annual audited financial statements of the Company, the auditors’ report thereon and the related management’s discussion and analysis of the Company’s financial condition and financial performance (MD&A), as well as the Audit Committee’s recommendations in respect of the approval thereof. After completing its review, if advisable, the Board shall approve the annual financial statements and the related MD&A.

(b) Approval of Interim Financial Reports

The Board shall review the interim financial statements of the Company, the auditors’ review report thereon, if any, and the related MD&A, as well as the Audit Committee’s recommendations in respect of the approval thereof. After completing its review, if advisable, the Board shall approve the interim financial statements and the related MD&A.

(c) Nomination

The Board shall review the recommendations of the Audit Committee concerning the external auditors to be nominated and, if advisable, approve such nomination.

(d) Policies for Pre-Approval of Non-Audit Services

The Board shall review the recommendations of the Audit Committee concerning the policies and procedures for the retainer of the Company’s external auditors to perform any non-audit service for the Company or its subsidiary entities and, if advisable, approve, with or without modifications, such policies and procedures.

Human Resource Management

(a) Chief Executive Officer

The Board shall review the recommendations of the Compensation Committee concerning the organizational goals and objectives relevant to Chief Executive Officer compensation and, if advisable, approve, with or without modifications, such goals and objectives.

The Board shall review the recommendations of the Compensation Committee concerning: (i) the appointment and other terms of employment (including any severance arrangements or plans and any benefits to be provided in connection with a change in control) for the Chief Executive Officer, including the adoption, amendment and termination of such agreements, arrangements or plans and, if advisable, approve, with or without modifications, such appointment and other terms of employment; and (ii) the

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Chief Executive Officer’s compensation level and, if advisable, approve, with or without modifications, such compensation.

(b) Senior Management

The Board shall review the recommendations of the Compensation Committee concerning the appointment of all senior management reporting directly to the Chief Executive Officer and all other officers appointed by the Board (collectively “ Senior Management ”) and, if advisable, after consideration of the objectives of the Diversity and Inclusion Policy of the Company, approve any such appointment.

The Board shall review the recommendations of the Compensation Committee respecting the compensation and other terms of employment (including any severance arrangements or plans and any benefits to be provided in connection with a change in control) of members of Senior Management and, if advisable, approve, with or without modifications, such compensation and other terms of any employment agreements and any severance arrangements or plans.

(c) Succession Review

At least annually, the Board shall review the succession plans of the Company for the Chair. The Board shall also periodically review the recommendations of the Compensation Committee with respect to succession planning matters concerning Senior Management and the Chief Executive Officer, as well as general executive development programs, and, after consideration of the objectives of the Diversity and Inclusion Policy of the Company, develop the succession plans of the Company.

(d) Integrity of Senior Management

The Board shall, to the extent feasible, satisfy itself as to the integrity of the Chief Executive Officer and other members of Senior Management and that the Chief Executive Officer and other members of Senior Management strive to create a culture of integrity throughout the Company.

(e) Director Remuneration

The Board shall review the recommendations of the Compensation Committee concerning the remuneration (fees and/or retainer) to be paid to, and the benefits to be provided, to members of the Board for service in applicable capacities and, if advisable, approve, with or without modifications, such remuneration.

(f) Equity-Based Compensation Plans

The Board shall review the recommendations of the Compensation Committee concerning the adoption or amendment of equity-based compensation plans of the Company and, if advisable, approve, with or without modifications, the adoption or amendment of such plans.

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Nomination Matters

(a) General

The Board shall periodically review reports of the Sustainability and Governance Committee concerning nomination matters.

(b) Nominee Identification

The Board shall review the recommendations of the Sustainability and Governance Committee concerning the potential nominees for election or appointment to the Board and, after considering: (i) the results of the Board and director effectiveness evaluation process; (ii) the competencies, skills and other qualities that the Sustainability and Governance Committee considers to be necessary for the Board as a whole to possess, the competencies, skills and other qualities that the Sustainability and Governance considers each existing director to possess, and the competencies, skills and other qualities each new nominee would bring to the boardroom; (iii) the amount of time and resources that nominees have available to fulfill their duties as Board members; (iv) the objectives of the Diversity and Inclusion Policy of the Company; and (v) any applicable independence and/or other requirements, approve, if advisable, with or without modifications, the individual nominees for consideration by, and presentation to, the shareholders at the Company’s next annual meeting of shareholders or appointment to the Board between such meetings.

(c) Committees of the Board

The Board shall annually evaluate the performance, and review the work, of its committees. The Board shall annually, or as otherwise required or deemed advisable, review the recommendations of the Corporate Governance and Nominating Committee concerning the individual directors to serve on (or to depart from) the standing committees of the Board and, after considering: (i) the qualifications for membership on each committee; (ii) the extent to which there should be a policy of periodic rotation of directors among the committees; and (iii) the number of boards and other committees on which the directors serve, approve the appointment of such directors to (or departure from) the committees as the Board deems advisable.

(d) Director Independence

The Board shall periodically review the Board’s and the Board committees’ ability to act independently from management in fulfilling their responsibilities and in doing so the Board shall (i) review the application and evaluation by the Sustainability and Governance Committee of the director independence standards applicable to members of the Board and (ii) review the recommendations of the Sustainability and Governance Committee concerning a reduction or increase in the number of independent directors and, if advisable, approve, such reduction or increase.

(e) Board and Committee Size

The Board shall review the recommendations of the Sustainability and Governance Committee concerning a reduction or increase to the size of the Board or any Board committee and if advisable, approve, such a reduction or increase.

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(f) Board Renewal

The Board shall review the recommendations of the Sustainability and Governance Committee concerning mechanisms of Board renewal (e.g., a retirement age or term limits for directors), and if advisable, approve, with or without modifications, the adoption of any such mechanisms.

(g) Diversity and Inclusion Policy

The Board has adopted a Diversity and Inclusion Policy and shall review any recommendations of the Sustainability and Governance Committee concerning the adoption of measurable objectives for achieving diversity on the Board and if advisable, approve, with or without modifications, the adoption of a Diversity and Inclusion Policy reflecting any such objectives.

(h) Majority Voting

The Board has adopted a Majority Voting Policy and shall review the recommendations of Sustainability and Governance Committee concerning resignations of directors pursuant to the Company’s Majority Voting Policy in respect of the election of directors and if advisable, accept or reject any such resignation, in accordance with the terms of the Company’s Majority Voting Policy.

Corporate Governance

(a) General

The Board shall periodically review reports of the Sustainability and Governance Committee concerning corporate governance matters.

(b) Position Descriptions

The Board has approved position descriptions for the Chair, the Lead Director (if any), the Chief Executive Officer, and the chair of each Board committee. The Board shall periodically review the recommendations of the Sustainability and Governance Committee concerning changes to such position descriptions and if advisable, approve, with or without modifications, the adoption of any such changes.

(c) Governance Policies

The Board has adopted a Disclosure Policy, Securities Trading Policy, Diversity and Inclusion Policy, Whistleblower Policy and Majority Voting Policy, and similar or other governance policies of the Company. The Board shall periodically review the recommendations of the Corporate Governance and Nominating Committee concerning changes to such policies or the adoption of such further governance policies and if advisable, approve, with or without modifications, the adoption of any such changes or new governance policies.

(d) Board of Directors Mandate Review

The Board shall periodically review the recommendations of the Sustainability and Governance Committee concerning changes to this Mandate and if advisable, approve, with or without modifications, the adoption of any such changes.

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(e) Committees of the Board

The Board has established an Audit Committee, a Compensation Committee and Sustainability and Governance Committee. Subject to applicable law, the Board may establish other Board committees or merge or dissolve any Board committee at any time.

The Board has delegated to each Board committee those responsibilities set out in each Board committee’s charter and shall approve charters for any new Board committee. The Board shall periodically review the recommendations of the Sustainability and Governance Committee concerning changes to the charters for each Board committee and if advisable, approve, with or without modifications, the adoption of any such changes.

The Board shall annually, or as other required or deemed advisable, review the recommendations of the Sustainability and Governance Committee concerning the individual directors to serve on the standing committees of the Board and, after considering: (i) the qualifications for membership on each committee; (ii) the extent to which there should be a policy of periodic rotation of directors among the committees; and (iii) the number of boards and other committees on which the directors serve, approve the appointment of such directors to the committees as the Board deems advisable.

(f) Ethics Reporting

The Board has adopted a written Code of Business Conduct and Ethics (the “ Code ”) applicable to directors, officers and employees of the Company, among others. The Board shall periodically review the reports of the Sustainability and Governance Committee relating to compliance with, material departures from, and investigations and any resolutions of complaints received under, the Code. The Board shall also review the recommendations of the Sustainability and Governance Committee concerning changes to the Code and if advisable, approve, with or without modifications, the adoption of any such changes.

Communications

(a) General

The Board has adopted a Disclosure Policy for the Company. If consensus cannot be reached at a meeting of the disclosure committee created pursuant to the Disclosure Policy, the Board shall consider the matter.

(b) Shareholders

The Company will inform its shareholders of its progress through annual financial reporting materials, annual information form, quarterly interim reports and periodic press releases. Directors and management will meet with the Company’s shareholders at the annual meeting and will be available to respond to questions at that time. In addition, the Company shall maintain on its website a contact email address that will permit shareholders to provide feedback directly to the Chair or, in the event the Board has determined that it is in the best interests of the Company to not require the Chair to be independent, the Lead Director.

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5. Outside Advisors

The Board shall have the authority to retain and terminate, from a source independent of management, external legal counsel, consultants or other advisors to assist it in fulfilling its responsibilities and to set and pay the respective reasonable compensation of these advisors without consulting or obtaining the approval of any officer of the Company. The Company shall provide appropriate funding, as determined by the Board, for the services of these advisors.

6. No Rights Created

This Mandate is a statement of broad policies and is intended as a component of the flexible governance framework within which the Board, assisted by its committees, directs the affairs of the Company. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Company’s Articles, it is not intended to establish any legally binding obligations.

This Mandate was recommended for approval by the Company’s Sustainability and Governance Committee and made effective by the Board of Directors as of April 16, 2021.

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Freshlocal Solutions Inc. — Proxy Solicitation & Information Statement 2022

47561_rns_2022-02-17_1e7e3c3d-ec3b-409d-b7be-dfb43284fb45.pdf

MANAGEMENT PROXY CIRCULAR

SOLICITATION OF PROXIES BY MANAGEMENT

INTERNET AVAILABILITY OF PROXY-RELATED MATERIALS

Notice-and-Access

Websites Where Proxy-Related Materials are Posted

Notice Package

How to Obtain Paper Copies of Proxy-Related Materials

APPOINTMENT AND REVOCATION OF PROXIES

Appointment of Proxy

Revocation of Proxy

Notice to Beneficial Shareholders

VIRTUAL MEETING

To Access and Vote at the Meeting

Registration of Proxyholders

United States Shareholders:

Email at: [email protected]

Voting by proxy before the Meeting

Voting at the Meeting

EXERCISE OF DISCRETION BY PROXIES

VOTING SHARES

PRINCIPAL SHAREHOLDERS

BUSINESS TO BE TRANSACTED AT THE MEETING

1. Presentation of the Audited Consolidated Financial Statements

2. Number of Directors

UNLESS OTHERWISE SPECIFIED, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE “FOR” SETTING THE NUMBER OF DIRECTORS AT FIVE (5).

3. Election of Directors

UNLESS OTHERWISE SPECIFIED, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE “FOR” THE ELECTION OF THE FIVE (5) NOMINEES WHOSE NAMES ARE SET OUT BELOW.

4. Appointment of Auditors

UNLESS OTHERWISE SPECIFIED, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE “FOR” THE APPOINTMENT OF DELOITTE LLP AS AUDITORS AND TO VOTE TO AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS.

5. Stock Option Plan and Unallocated Stock Options and Stock Options Grant Ratification Resolution

6. Share Unit Plan and RSU Grant Ratification Resolution

UNLESS OTHERWISE SPECIFIED, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE “FOR” THE SHARE UNIT PLAN RESOLUTION.

7. DSU Plan Resolution

UNLESS OTHERWISE SPECIFIED, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE “FOR” THE DSU PLAN RESOLUTION.

8. Other Business to be Transacted at the Meeting

PROPOSED NOMINEES FOR ELECTION AS DIRECTORS

Advance Notice Policy

Majority Voting Policy

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Compensation Discussion & Analysis

Elements of Compensation

Base Salary

Short Term Incentive

Long Term Incentive

Benefits

External Compensation Consultants

Assessment of Risks Associated with Compensation Practices

Human Resources and Governance Committee

Components of Executive Compensation

Long-Term Incentive Plans

Security-Based Compensation Plans

Stock Option Plan

Share Unit Plan

DSU Plan

Annual Burn Rate

Group Benefits/Perquisites

Securities Trading Policy

Summary of the Compensation of the Named Executive Officers

Summary Compensation Table

Incentive Plan Awards

Incentive Plan Awards – Value Vested or Earned During the Year

Termination and Change of Control Benefits and Estimated Incremental Payments Pursuant to Employment Agreements

Employment Agreement with Simon Cairns, Chief Executive Officer and Proposed Director

Employment Agreement with Adrienne Uy, Chief Financial Officer and Corporate Secretary

“Severance Benefits” means:

“Change of Control” means

Employment Agreement with Jeffery King, Chief Technology Officer

Employment Agreement with Robert Horricks, Chief Executive Officer of Blush Lane

Peter Van Stolk, Former Chief Executive Officer of the Company

Director Compensation

Incentive Plan Awards

Incentive Plan Awards – Value Vested or Earned During the Year

Performance Graph

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

AUDIT COMMITTEE INFORMATION

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Freshlocal Solutions Inc. Proxy Solicitation & Information Statement 2022