FUTR Corporation — Proxy Solicitation & Information Statement 2021

Mar 4, 2021

NOBELIUM TECH CORP.

Notice of Special Meeting of Shareholders Management Information Circular

Meeting Date: March 26, 2021 at 11:00 am (Atlantic)

Purdy’s Wharf Tower 2, Suite 2108, 1969 Upper Water Street Halifax, Nova Scotia

February 26, 2021

This management information circular and the accompanying materials require your immediate attention. If you are in doubt as to how to deal with these documents or the matters to which they refer, please consult your financial, legal, tax or other professional advisor.

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Purdy’s Wharf Tower 2, Suite 2108, 1969 Upper Water Street, Halifax, Nova Scotia

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT:

The Special Meeting (“ Meeting ”) of the holders (“ Shareholders ”) of common shares (“ Common Shares ”) of NOBELIUM TECH CORP. (“ Corporation ”) will be held at the Purdy’s Wharf Tower 2, Suite 2108, 1969 Upper Water Street, Suite 2108, Halifax, Nova Scotia, B3J 3R7 on March 26, 2021 at 11:00 am (AST) for the following purposes:

• (a) to fix the number of directors of the Corporation to hold office for the ensuing year or otherwise as authorized by the Shareholders of the Corporation at five to take effect from the closing date of the Transaction (as defined below);

• (b) to elect new directors of the Corporation to hold office from the closing date of the Transaction until the next annual general meeting of the Corporation;

• (c) to appoint McGovern Hurley LLP as the auditor of the Corporation from the closing date of the Transaction until the next annual general meeting of the Corporation, and to authorize the directors of the Corporation to fix the auditors’ remuneration;

• (d) to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving an amendment to the articles of the Corporation to reflect the consolidation of the issued and outstanding common shares in the capital of the Corporation on the basis of one (1) post-consolidation common share for every four (4) pre-consolidation common shares, as more fully described in the management information circular dated February 26, 2021 (the “ Management Information Circular ”) accompanying this notice of Meeting;

• (e) to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving the amendment of the articles of the Corporation to change the name of the Corporation to “Hank Payments Inc.” or such other similar name as the board of directors of the Corporation, in its sole discretion, deems appropriate or as required by applicable regulatory authorities, as more fully described in the Management Information Circular;

• (f) to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the repeal of By-Law No. 1 of the Corporation and the adoption of By-Law No. 1A as a replacement to By-Law No. 1, as more fully described in the Management Information Circular; and

• (g) to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution of disinterested shareholders, approving a new omnibus incentive plan (the “ Omnibus Incentive Plan ”) to take effect on closing of the Transaction.

Only Shareholders of record as of the close of business on February 23, 2021 are entitled to receive notice of the Meeting and to vote at the Meeting.

If you are unable to attend the Meeting in person we request that you date, sign and return the enclosed form of proxy the Corporation’s transfer agent, Computershare Trust Company of Canada, 8th Floor, 100 University Avenue, North Tower, Toronto, Ontario M5J 2Y1, Attention: Proxy Department in the enclosed self-addressed envelope not later than 11:00 am (Atlantic) on March 24, 2021, or not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment of the Meeting.

If you are a non-registered holder of Common Shares and have received these materials from your broker or another intermediary, please complete and return the voting instruction form or other authorization form provided to you by your broker or intermediary in accordance with the instructions provided. Failure to do so may result in your Common Shares not being eligible to be voted at the Meeting. If you receive more than one proxy or voting instruction form, as the case may be, for the Meeting, it is because your shares are registered in more than one name. To ensure that all of your shares are voted you should sign and return all proxies and voting instruction forms that you receive.

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The form of proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Special Meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Circular carefully before submitting the proxy form.

DATED at Halifax, in the Halifax Regional Municipality, Nova Scotia, as of the 26[th] day of February, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “Erroll Treslan” President and Chief Executive Officer

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MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING ......................................................... 5 PROXY RELATED INFORMATION ......................................................................................................................................... 5 Solicitation of Proxies ....................................................................................................................................................................... 5 Appointment and Revocation of Proxies .......................................................................................................................................... 5 Meeting Materials Received by OBOs from Intermediaries ............................................................................................................. 6 Meeting Materials Received by NOBOs from the Corporation ........................................................................................................ 7 Notice and Access ............................................................................................................................................................................. 7 VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ............................................................ 7 Voting Shares ................................................................................................................................................................................... 7 Quorum ............................................................................................................................................................................................. 7 Principal Shareholders ...................................................................................................................................................................... 8 INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON ....................................... 8 INDEBTEDNESS OF DIRECTORS AND OFFICERS .............................................................................................................. 8 EXECUTIVE COMPENSATION ................................................................................................................................................. 8 Director and Named Executive Officer Compensation, Excluding Securities .................................................................................. 8 Stock Options and Other Compensation Securities .......................................................................................................................... 8 Perquisites ......................................................................................................................................................................................... 8 Compensation Committee ................................................................................................................................................................. 9 Use of Financial Instruments ............................................................................................................................................................ 9 Risk Assessment ............................................................................................................................................................................... 9 Summary Compensation Table ......................................................................................................................................................... 9 Incentive Plan Awards ...................................................................................................................................................................... 9 Employment Contracts ................................................................................................................................................................... 10 Board Compensation....................................................................................................................................................................... 10 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ....................................... 11 CORPORATE GOVERNANCE DISCLOSURE ....................................................................................................................... 11 Board of Directors .......................................................................................................................................................................... 12 Directorships ................................................................................................................................................................................... 12 Orientation and Continuing Education............................................................................................................................................ 12 Ethical Business Conduct ............................................................................................................................................................... 12 Nomination of Directors ................................................................................................................................................................. 12 Compensation ................................................................................................................................................................................. 12 Other Board Committees ................................................................................................................................................................ 13 Assessments .................................................................................................................................................................................... 13 AUDIT COMMITTEE ................................................................................................................................................................. 13 Audit Committee ............................................................................................................................................................................ 13 Corporate Governance Committee .................................................................................................................................................. 14 Diversity for the Board and Executive Officers .............................................................................................................................. 14 INFORMATION CONCERNING THE QUALIFYING TRANSACTION ............................................................................ 14 BUSINESS TO BE TRANSACTED AT THE MEETING ........................................................................................................ 15 Fixing the number of Directors Upon Completion of the Transaction ............................................................................................ 15 Approval of new Directors Upon Completion of the Transaction .................................................................................................. 15 Approval of new Auditor ................................................................................................................................................................ 18 Consolidation of Common Shares .................................................................................................................................................. 18 Name Change ................................................................................................................................................................................. 19 Repeal of By-law No. 1 of the Corporation and the Adoption of By-Law No. 1A of the Corporation ........................................... 20 Approval of Omnibus Incentive Plan .............................................................................................................................................. 21 Other Business ................................................................................................................................................................................ 26 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ....................................................................... 27 MANAGEMENT CONTRACTS ................................................................................................................................................ 27 ADDITIONAL INFORMATION ................................................................................................................................................ 27 SCHEDULE “A” AUDIT COMMITTEE CHARTER .............................................................................................................. 28 SCHEDULE “B” BY-LAW NO. 1A ............................................................................................................................................ 33 SCHEDULE “C” OMNIBUS INCENTIVE PLAN ................................................................................................................... 55

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SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MARCH 26, 2021

MANAGEMENT INFORMATION CIRCULAR

INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING

THIS MANAGEMENT INFORMATION CIRCULAR (“CIRCULAR”) IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY OR ON BEHALF OF THE MANAGEMENT OF NOBELIUM TECH CORP. (the “ Corporation ”) for use at the Special Meeting of the holders (“ Shareholders ”) of common shares (“ Common Shares ”) of the Corporation to be held at the Purdy’s Wharf Tower 2, Suite 2108, 1969 Upper Water Street, Halifax, Nova Scotia, on March 26, 2021 at 11:00 am (Atlantic) (the “ Meeting ”), or at any adjournment or postponement thereof, for the purposes set forth in the accompanying notice of meeting (“ Notice of Meeting ”).

The information contained herein is given as of February 26, 2021, except where otherwise indicated. Enclosed herewith is a form of proxy for use at the Meeting. Each Shareholder who is entitled to attend at meetings of Shareholders is encouraged to participate in the Meeting and Shareholders are urged to vote on matters to be considered in person or by proxy.

PROXY RELATED INFORMATION

Solicitation of Proxies

Solicitation of proxies will be primarily by mail but may also be by telephone or other means of communication by the directors, officers, employees or agents of the Corporation. All costs of solicitation will be paid by the Corporation. 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 shares.

Appointment and Revocation of Proxies

Shareholders of the Corporation may be “Registered Shareholders” or “Non-Registered Shareholders”. If Common Shares are registered in the Shareholder’s name, they are said to be owned by a “ Registered Shareholder ”. If Common Shares are registered in the name of an intermediary and not registered in the Shareholder’s name, they are said to be owned by a “ NonRegistered Shareholder ”. An intermediary is usually a bank, trust company, securities dealer or broker, or a clearing agency in which an intermediary participates. The instructions provided below set forth the different procedures for voting Common Shares at the Meeting to be followed by Registered Shareholders and Non-Registered Shareholders.

If any Shareholder receives more than one (1) proxy or voting instruction form, it is because that Shareholder’s shares are registered in more than one form. In such cases, Shareholders should sign and submit all proxies or voting instruction forms received by them in accordance with the instructions provided.

Registered Shareholders

Registered Shareholders have two methods by which they can vote their Common Shares at the Meeting, namely in person or by proxy. To assure representation at the Meeting, Registered Shareholders are encouraged to return the proxy included with this Information Circular (the “ Circular ”). Sending in a proxy will not prevent a Registered Shareholder from voting in person at the Meeting. The vote will be taken and counted at the Meeting. Registered Shareholders who do not plan to attend the Meeting or who do not wish to vote in person can vote by proxy.

Those Shareholders desiring to be represented at the Meeting by proxy must deposit their form of proxy to the Corporation’s transfer agent (the “ Transfer Agent ”), Computershare Trust Company of Canada, 8th Floor, 100 University Avenue, North Tower, Toronto, Ontario M5J 2Y1, Attention: Proxy Department in the enclosed self-addressed envelope not later than 11:00 am (Atlantic) on March 24, 2021 or not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment of the Meeting. A proxy must be executed by the Shareholder or by his duly appointed attorney authorized in writing, or if the Shareholder is a Corporation, under its seal or by an officer or attorney thereof duly authorized. A proxy is only valid at the Meeting in respect of which it is given or any adjournment or postponement of the Meeting.

Registered shareholders may use the internet (www.voteproxyonline.com) to vote their Common Shares. Shareholders will be prompted to enter the control number which is located on the form of proxy when voting by the internet. Votes by internet must be received not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting or any adjournment or postponement thereof. The internet may also be used to appoint a proxyholder to attend and vote at the Meeting on the Shareholder’s behalf and to convey a Shareholder’s voting instructions.

The Corporation may refuse to recognize any instrument of proxy deposited in writing or by the internet received later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting or any adjournment or postponement

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thereof.

The persons named in the enclosed form of proxy are officers and/or directors of the Corporation and each is a management designee (collectively, the “Management Designees”). Each Shareholder submitting a 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 Management Designees. A Shareholder may exercise this right by inserting the name of the desired representative in the blank space provided in the form of proxy or by completing another form of proxy and, in either case, depositing the completed proxy to the Transfer Agent, at the place and within the time specified above for the deposit of proxies.

A Shareholder who has given a proxy has the power to revoke it at any time prior to the exercise thereof. To exercise the right to revoke a proxy, in addition to any other manner permitted by law, a Shareholder who has given a proxy may revoke it by instrument in writing, executed by the Shareholder or his or her attorney authorized in writing, or if the Shareholder is a corporation, by a duly authorized officer or attorney thereof, and deposited: (i) at the registered office of the Corporation, Suite 2108, 1969 Upper Water Street, Halifax, Nova Scotia, at any time up to and including the last business day preceding the Meeting at which the proxy is to be used, or at any adjournment thereof, or (ii) with the chairman of the Meeting on the date of the Meeting, or at any adjournment thereof, and upon either of such deposits the proxy is revoked.

All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting, by ballot or otherwise, in accordance with the indicated instructions. In the absence of any such direction, such shares will be voted IN FAVOUR of the matters set forth in the Notice of Meeting and in this Circular.

The enclosed form of proxy confers discretionary authority on the persons named therein with respect to any amendments or variations of those matters specified in the form of proxy and Notice of Meeting and with respect to any other matters which may be properly brought before the Meeting or any adjournment or postponement thereof. If any amendment or variation to matters identified in the Notice of Meeting or proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment of postponement thereof, it is the intention of the persons named in the enclosed form of proxy to vote such proxies in accordance with their best judgment. Unless otherwise stated, the Common Shares represented by the enclosed proxy will be voted in favour of the election of nominees set forth in this Circular. As of the date of this Circular, management of the Corporation is not aware of any amendments, variations or other matters to come before the Meeting.

Non-Registered Shareholders

Non-Registered Shareholders who have not objected to their intermediary disclosing certain ownership information about themselves to the Corporation are referred to as “ NOBOs ”. Non-Registered Shareholders who have objected to their intermediary disclosing the ownership information about themselves to the Corporation are referred to as “ OBOs ”.

In accordance with the requirements of NI 54-101, the Corporation is sending the Notice of Meeting, this Circular and either the voting instructions form (“ VIF ”) or the form of proxy, as applicable (collectively, the “ Meeting Materials ”), directly to the NOBOs and indirectly, through intermediaries, to the OBOs. The Corporation has not paid and does not intend to pay the fees and costs of intermediaries for their services in delivering Meeting Materials to OBOs, therefore OBOs will not receive the Meeting Materials unless the OBO’s intermediary assumes the cost of delivery.

Meeting Materials Received by OBOs from Intermediaries

The Corporation has distributed copies of the Meeting Materials to intermediaries for distribution to OBOs. Intermediaries are required to deliver these materials to all OBOs of the Corporation who have not waived their rights to receive these materials, and to seek instructions as to how to vote the Common Shares. Often, intermediaries will use a service company (such as Broadridge Financial Solutions, Inc.) to forward the Meeting Materials to OBOs.

OBOs who receive Meeting Materials will typically be given the ability to provide voting instructions in one of two ways:

• (a) Usually, an OBO will be given a VIF which must be completed and signed by the OBO in accordance with the instructions provided by the intermediary. In this case, the mechanisms described above for Registered Shareholders cannot be used and the instructions provided by the intermediary must be followed.

• (b) Occasionally, an OBO may be given a proxy that has already been signed by the intermediary. This form of proxy is restricted to the number of Common Shares owned by the OBO but is otherwise not completed. This form of proxy does not need to be signed by the OBO but must be completed by the OBO and returned to Computershare Investor Services Inc. in the manner described above for Registered Shareholders.

The purpose of these procedures is to allow OBOs to direct the proxy voting of the Common Shares that they own but that are not registered in their name. Should an OBO who receives either a form of proxy or a VIF wish to attend and vote at the Meeting in person (or have another person attend and vote on his or her behalf), the OBO should strike out the persons named in the form of proxy as the proxy holder and insert the OBO’s (or such other person’s) name in the blank space provided or, in the case of a VIF, follow the instructions provided by the intermediary. In either case, OBOs who received Meeting Materials from their intermediary should carefully follow the instructions provided by the intermediary.

To exercise the right to revoke a proxy, an OBO who has completed a proxy (or a VIF, as applicable) should carefully follow the

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instructions provided by the intermediary.

Proxies returned by intermediaries as “non-votes” because the intermediary has not received instructions from the OBO with respect to the voting of certain shares or, under applicable stock exchange or other rules, the intermediary does not have the discretion to vote those shares on one or more of the matters that come before the Meeting, will be treated as not entitled to vote on any such matter and will not be counted as having been voted in respect of any such matter. Common Shares represented by such “non-votes” will, however, be counted in determining whether there is a quorum.

Meeting Materials Received by NOBOs from the Corporation

As permitted under NI 54-101, the Corporation has used a NOBO list to send the Meeting Materials directly to the NOBOs whose names appear on that list. If you are a NOBO and the Corporation’s transfer agent, Computershare, has sent these materials directly to you, your name and address and information about your holdings of Common Shares of the Corporation have been obtained from the intermediary holding such shares on your behalf in accordance with applicable securities regulatory requirements.

As a result, any NOBO of the Corporation can expect to receive a scannable VIF from Computershare. Please complete and return the VIF to Computershare in the envelope provided. Computershare will tabulate the results of the VIFs received from the Corporation’s NOBOs and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by the VIF’s received by Computershare.

By choosing to send these materials to you directly, the Corporation (and not the intermediary holding Common Shares on your behalf) has assumed responsibility for: (i) delivering these materials to you, and (ii) executing your proper voting instructions. The intermediary holding Common Shares on your behalf has appointed you as the proxyholder of such Common Shares, and therefore you can provide your voting instructions by completing the proxy included with this Circular in the same way as a Registered Shareholder. Please refer to the information under the heading “ Registered Shareholders ” for a description of the procedure to return a proxy, your right to appoint another person or company as your proxy to attend the Meeting, and your right to revoke the proxy.

Although a Non-Registered Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his or her broker, a Non-Registered Shareholder may attend the Meeting as proxyholder for the Registered Shareholder and vote the Common Shares in that capacity. Non-Registered Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the Registered Shareholder should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

Notice and Access

The Corporation is not sending the Meeting Materials to Registered Shareholders or Non-Registered Shareholders using noticeand-access delivery procedures defined under NI 54-101 and National Instrument 51-102, Continuous Disclosure Obligations.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Shares

The authorized capital of the Corporation consists of an unlimited number of Common Shares, of which 8,487,500 are issued and outstanding as of the date hereof.

The board of directors of the Corporation (the “ Board ” or “ Board of Directors ”) has fixed the record date for the Meeting as February 23, 2021 (the “ Record Date ”). Only Shareholders of record as of the close of business on the Record Date will be entitled to vote at the Meeting. Shareholders entitled to vote shall have one (1) vote each on a show of hands and one (1) vote per Common Share on a poll.

Quorum

Under the by-laws of the Corporation, two persons present in person or by proxy holding at least 10% of the outstanding Common Shares of the Corporation and each entitled to vote thereat shall constitute a quorum for the transaction of business at any meeting of Shareholders.

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Principal Shareholders

To the knowledge of the directors and executive officers of the Corporation, no one shareholder owns, directly or indirectly, or exercises control or direction over, Common Shares carrying 10% or more of the voting rights attached to all outstanding Common Shares of the Corporation.

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

Other than as disclosed in this Circular, none of the directors or executive officers of the Corporation, nor any nominee for election as a director, nor any associate or affiliate of any of the foregoing, has any material interest, direct or indirect, by way of beneficial ownership of securities of the Corporation or otherwise, in any matters to be acted upon at the Meeting other than the election of directors.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No current or former directors, executive officers or employees of the Corporation, or associates or affiliates of any of these persons, nor any proposed nominee for election as a director of the Corporation, have been indebted to the Corporation or its subsidiaries at any time during the most recently completed financial year, other than “Routine Indebtedness” as that term is defined in applicable securities legislation.

EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation, Excluding Securities

The Corporation is currently a capital pool company and pursuant to Policy 2.4 of the TSX-V, and until the Corporation completes a Qualifying Transaction, no compensation of any kind may be provided to the Corporation’s directors or officers, directly or indirectly, by any means, including payment of salary, other than compensation that may be provided by way of options to purchase Common Shares in the Corporation pursuant to the Corporation’s Option Plan. None of the Corporation’s Named Executive Officers or Directors received compensation from the Corporation during the two most recently completed financial years.

Stock Options and Other Compensation Securities

Applicable securities regulations with respect to issuers reporting executive compensation information in the form below require that the Corporation give details of the compensation paid to the Corporation’s “named executive officers” who are defined as follows:

(a) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing the functions similar to a chief executive officer;

(b) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing the functions similar to a chief financial officer;

(c) in respect of the Corporation, the most highly compensated executive officer, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and

(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of that financial year.

During the most recently completed financial year of the Corporation, the Corporation had two named executive officers; namely, the president and chief executive officer (“ CEO ”) and the chief financial officer (“ CFO ”) (collectively, the “ Named Executives ”).

During the fiscal year ended January 31, 2020 no stock options were granted by the Corporation.

Perquisites

No perquisites were granted during the fiscal year ended January 31, 2020.

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Compensation Committee

The Corporation does not currently have a compensation committee.

Use of Financial Instruments

The Corporation does not have in place policies which restrict the ability of directors or Named Executives to purchase financial instruments, such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by a director or Named Executive. Any such purchases would be subject to applicable insider reporting requirements.

Risk Assessment

The Compensation Committee has reviewed the Corporation’s compensation policies and practices and has considered whether there are any potential risks associated with those policies and practices. As a result of such review, the Compensation Committee has determined that the Corporation’s compensation policies and practices do not give rise to any risks that are reasonably likely to have a material adverse effect on the Corporation. The Compensation Committee will continue to monitor the Corporation’s compensation policies and practices on a regular basis to ensure that potential risks associated therewith are identified and that the appropriate steps are taken to properly manage and mitigate such risks.

Summary Compensation Table

The following table sets forth information regarding compensation paid to the Named Executives for the Corporation’s two (2) most recently completed financial years in accordance with Form 51-102F6V – Statement of Executive Compensation .

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Non-equity incentive plan
compensation
Year Share-
principal position Name and January Ended 31 Salary ($) awards based ($) Option-based awards ($) incentive plansAnnual ($) Long- term incentive Pension value($) compensation All other ($) Compensation Total ($)
plans
Erroll Treslan 2020 N/A N/A N/A N/A N/A N/A - N/A
President & CEO
2019 N/A N/A N/A N/A N/A N/A - N/A
Michael Anaka, CFO 2020 N/A N/A N/A N/A N/A N/A - N/A
2019 N/A N/A N/A N/A N/A N/A - N/A
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Incentive Plan Awards

Outstanding Option-Based Awards and Share-Based Awards

The following table presents details of all outstanding option-based awards and share-based awards to the Named Executives as at January 31, 2020. The value of unexercised in-the-money options at financial year end is the difference between the fair market value of the Common Shares on January 31, 2020, which was $0.09 per Common Share, and the exercise price of the options.

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Option-based Awards Share-based Awards
Number of Market or Market or
securities payout value of payout value of
underlying share-based vested share-
unexercised Value of Number of shares or awards based awards not
Name and options Option Option expiration unexercised in- units of shares that that paid out or
Principal Position (#) exercise price date the-money have not vested have not vested distributed
($)
options($) [(1)] (#) ($) ($)
Erroll Treslan 255,500 $0.10 April 12, 2026 $- N/A N/A N/A
President &
CEO
Michael Anaka CFO 255,500 $0.10 April 12, 2026 $- N/A N/A N/A
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Notes:

(1) The value of unexercised in-the-money options at financial year end is the difference between the market value of the underlying Common Shares on January 31, 2020 which was $0.09 per Common Share and the exercise price of the options.

Incentive Plan Awards – Value Vested or Earned During Year Ended January 31, 2020

Name	Option-Based Awards –	Share-Based Awards –	Non-equity Incentive Plan
	Value Vested during	Value Vested during 2018	Compensation – Value
	2018	($)	earned during 2018
	($)		($)
Erroll Treslan President & CEO	N/A	N/A	N/A
Michael Anaka CFO	N/A	N/A	N/A

For more information on the Existing Option Plan (as defined below), see “ Securities Authorized for Issuance under Equity Compensation Plans”.

Employment Contracts

The Corporation is a CPC and has not entered into any employment contracts.

Board Compensation

No compensation was provided to members of the Board during the financial year ended January 31, 2020. The Corporation does not pay fees to directors for services in that role, but provides its directors with stock options pursuant to the Existing Option Plan. Directors are entitled to be reimbursed for travel and other out-of-pocket expenses incurred for attendance at directors’ meetings but are not compensated for travel time in connection with attendance at the board meetings.

The following table presents details of all outstanding option-based awards and share-based awards to members of the Board, other than Named Executives, as at January 31, 2020. The value of the unexercised in-the-money options as at January 31, 2020 has been determined based on the excess of the market price of the common shares as of January 31, 2020, being $0.09, over the exercise price of such options.

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Option-based Awards Share-based Awards
Name Number of Option Option Value of Number of Market or Market or payout value of vested
securities exercise expiration unexercised shares or units of payout value of share-based awards not paid out
underlying price date in-the-money shares that have share-based or distributed
unexercised Cdn($) options not vested awards that have ($)
options Cdn($) [(1)] (#) not vested
(#) Cdn($)
Glen Lavigne 255,500 $0.10 April 12, 2026 $- N/A N/A N/A
Glenn Jessome 255,500 $0.10 April 12, 2026 $- N/A N/A N/A
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The following table presents details of the value vested or earned during the financial year ended January 31, 2020 in respect of all incentive plan awards to members of the Board, other than Named Executives.

Name	Option-Based Awards – Value	Share-Based Awards –	Non-equity Incentive Plan
	Vested during	Value Vested during 2018	Compensation – Value
	2018	($)	earned during 2018
	($)		($)
Glen Lavigne	N/A	N/A	N/A
Glenn Jessome	N/A	N/A	N/A

For more information on the Existing Option Plan, see “ Securities Authorized for Issuance under Equity Compensation Plans”.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Existing Option Plan is the sole equity compensation plan adopted by the Corporation. The following table sets out information as of January 31, 2020 with regard to outstanding options exercisable into Common Shares under the Existing Option Plan.

Plan Category
	Number of securities to be	Weighted-average exercise price of	Number of securities remaining available for
	issued upon exercise of	outstanding options	future issuance under equity compensation plans
	outstanding options	($)	(excluding securities reflected herein)
Stock Option Plan (as of January 31, 2020) (approved securityholders)	1,022,000	$0.10	0
Equity compensation plans not approved by securityholders	Nil	N/A	N/A
Total	1,277,500	$0.10	0

CORPORATE GOVERNANCE DISCLOSURE

The Corporation is required to include disclosure of its corporate governance practices in this Circular in accordance with National Instrument 58-101- Disclosure of Corporate Governance Practices (“ NI 58-101 ”). NI 58-101 has been adopted by the securities commissions or similar regulatory authorities across Canada (“ Canadian Securities Administrators ”).

The Board endorses the efforts of the Canadian Securities Administrators in continuing the evolution of good corporate governance practices. The Board is committed to adhering to the highest standards in all aspects of its activities.

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The corporate governance practices described below are subject to change as the Corporation evolves. Some of its practices are representative of its junior size; however, the Corporation has undertaken to periodically monitor and refine such practices as the size and scope of its operations increase. The Board shall remain sensitive to corporate governance issues and shall continuously seek to set up the necessary measures, control mechanisms and structures to ensure an effective discharge of its responsibilities without creating additional undue overhead costs and reducing the return on shareholders’ equity.

Board of Directors

The Board is currently comprised of four (4) directors, two (2) of whom are “independent” within the meaning of National Instrument 52-110 - Audit Committees (“ NI 52-110 ”). The independent directors are Glen Lavigne and Glenn Jessome. Erroll Treslan and Mike Anaka are not considered independent within the meaning of NI 52-110 by virtue of being officers of the Corporation.

Directorships

The following current directors of the Corporation, and the Resulting Issuer Directors, are presently serving as directors of other reporting issuers:

Director	Name of Other
		Exchange	Director Since	Position(s) with Reporting Issuer
	Reporting Issuer
Glen Lavigne	SolutionInc Technologies Inc.	TSX-V	2002	President, Chief Executive Officer
Mike Anaka	Silver Tiger Metals Inc. ViveRE Communities Inc.	TSX-V TSX-V	2017 2018	Director Director
Glenn Jessome	Silver Tiger Metals Inc.	TSX-V	2018	Director

Orientation and Continuing Education

Given the size of the Board of Directors, there is no formal program for the orientation and education of new members of the Board of Directors. Board meetings may also include presentations or briefings by the Corporation’s management and employees to give the directors additional insight into the Corporation’s business activities. In addition, the Board of Directors believes that the past and continuing experiences of each director resulting from their past experience and current positions as detailed in this Circular ensure they have the skills and knowledge necessary to serve the Corporation as a member of the Board of Directors on an ongoing basis.

Ethical Business Conduct

The Board supports ethical business practices. To date, the Board has found that the fiduciary duties placed on individual directors by the Corporation’s governing corporate legislation and the common law and, in particular, the restrictions placed by applicable corporate legislation on an individual Director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

In addition, the Board of Directors believes that the Corporation’s size facilitates informal review of discussions with its officers and employees to promote ethical business conduct. Furthermore, the Board has established a Whistle Blower Policy, which is Addendum “A” to the Audit Committee Charter, and establishes the compliant procedure for concerns about any aspect of the Corporation’s activities and operations.

Nomination of Directors

The Board has not appointed a nominating committee and does not have a formal process for identifying new candidates for Board nomination. When required, the Board will collaborate with management to identify potential candidates and to consider their appropriateness for membership on the Board.

Compensation

The Corporation does not currently have a Compensation Committee.

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Other Board Committees

The Board does not currently have any standing committees other than the Audit Committee and the Corporate Governance Committee.

The Board may, from time to time, create new committees or establish ad hoc committees to address special business issues.

Assessments

The responsibility for assessing directors on an ongoing basis is assumed in full by the Board and every director is entitled to bring the matter to the Board of Directors. The Board does not perform regular assessments; however, the Board believes that the size of the Corporation facilitates informal discussion and evaluation of the Board, its committees and its members.

AUDIT COMMITTEE

The following information is provided in accordance with Form 52-110F2 under NI 52-110.

Audit Committee

Audit Committee Charter

The charter of the Corporation’s Audit Committee is attached to this Circular as Schedule “A”.

Composition of Audit Committee

The members of the Audit Committee are Glen Lavigne, Glenn Jessome and Mike Anaka. All members are financially literate within the meaning of NI 52-110. Glen Lavigne and Glenn Jessome are considered independent of the Corporation within the meaning of NI 52-110.

Relevant Education and Experience

Glen Lavigne – Mr. Lavigne is the Chief Executive Officer and President of SolutionInc Technologies Ltd. Mr. Lavigne has a Computer Programming diploma from George Brown College. Mr. Lavigne is a Business Development Professional with 30 years of international business experience. He has a broad knowledge of the telecom industry and a history of building partnerships to drive successful execution of marketing and sales plans. Mr. Lavigne was a Founding Member of the Visitor Based Networking Division of 3COM Corporation providing guidance to worldwide business partners, customers and staff. Prior to that position, he served as Regional Sales Manager for Eastern Canada from 1997 to 1999. He has been a Director of SolutionInc Technologies Ltd. since May 31, 2003. He served as a Director of New Business Ventures at 3COM Corporation from 1999 to 2002, and was past Director of TARA.

Michael T. Anaka, ICD.D – Mr. Anaka served in a number of leadership roles during his more than 35 year tenure with PricewaterhouseCoopers LLP, including Managing Partner, Atlantic Canada and Regional Office Representative on the Canadian Leadership Group. Mike has extensive experience in the areas of financial reporting, internal controls, operating efficiencies and effectiveness and corporate finance. He has served public and private companies ranging from start-ups to multi-national enterprises. He is currently Chief Financial Officer for the Corporation and ViveRE Communiites Inc. and serves on the board of directors of Silver Tiger Metals Inc. (TSX-V) and ViveRE Communities Inc. (TSX-V).

Glenn Jessome, JD, MBA – Chief Executive Officer - Mr. Jessome is a founding shareholder of Nobelium and oversaw the successful listing of the Corporation on the TSX Venture Exchange. Mr. Jessome has spent his career working as a securities lawyer in Halifax, Nova Scotia with extensive experience in the capital markets. Mr. Jessome is a member of the National Advisory Committee for the TSX Venture Exchange. Mr. Jessome is also a member of the Institute of Corporate Directors and the Canadian Society of Corporate Secretaries.

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial year have any recommendations by the Audit Committee respecting the appointment and/or compensation of the Corporation’s external auditor not been adopted by the Board.

No Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial year has the Corporation relied on the exemption in section 2.4 of NI-52-110, an exemption contained in subsection 6.1.1 of NI 52-110, or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

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Pre-Approval Policies and Procedures

Pursuant to NI 52-110, the Audit Committee must approve in advance all non-audit services to be provided to the Corporation by the external auditor. The Audit Committee has not adopted any specific policies and procedures for the engagement of non-audit services.

External Auditor Service Fees

The fees charged to the Corporation by its external auditor for the fiscal years ended January 31, 2019 and 2020 are as follows:

	Fiscal Year Ended	Fiscal Year Ended
	January 31, 2019	January 31, 2020
Audit Fees Audit-Related Fees Tax Fees All Other Fees	$5,350 N/A N/A $10,700	$5,350 N/A N/A N/A

Exemptions

The Corporation is relying on the exemption set forth in Sections 6.1 and 6.1.1 of NI 52-110.

Corporate Governance Committee

The members of the Corporate Governance Committee are Glenn Jessome, Glen Lavigne and Mike Anaka. All members are financially literate within the meaning of NI 52-110. The education and experience of each Corporate Governance Committee member is described in this Circular under the section entitled “Audit Committee – Relevant Education and Experience”.

Diversity for the Board and Executive Officers

Effective February 29, 2016, the Corporation adopted a diversity policy which sets out the Corporation’s approach to achieving and maintaining diversity on the Board and in executive officer positions (the "Diversity Policy"). While the Corporation believes that nominations to the Board and appointments to executive officer positions should be based on merit, the objectives of the Diversity Policy are to recognize that diversity will support balanced debate which, in turn, will enhance decision making. The Corporation recognizes "diversity" as any dimension that can be used to differentiate groups and people from one another including gender, age, ethnic origin, religion, disability and geographical backgrounds.

In accordance with the Diversity Policy, the Corporate Governance and Nominating Committee will strive for inclusion of diverse groups, knowledge and viewpoints on the Board and in executive officer positions. In conjunction with its consideration of the qualifications and experience of potential directors and executive officers, as well as the skills, expertise, experience and independence which the Board requires to be effective, the Corporate Governance and Nominating Committee will consider the level of diversity (including the representation of women, Indigenous peoples, persons with disabilities or members of visible minorities (collectively, “members of designated groups”)) on the Board when identifying and nominating candidates for election or re-election to the Board, and will consider the level of diversity (including the representation of members of designated groups) in executive officer positions when the Board makes executive officer appointments. The Corporate Governance and Nominating Committee will be responsible for recommending qualified persons for Board nominations and in doing so, it will consider the benefits of all aspects of diversity on the Board and develop recruitment protocols that seek to include diverse candidates, including proactively searching for diverse candidates in the recruitment process.

The Corporate Governance and Nominating Committee will periodically assess the effectiveness of the nomination and appointment process generally, as well as the effectiveness of the Diversity Policy. As there have not been any changes in the Board or executive team since the adoption of the Diversity Policy, the Corporation is unable to evaluate its progress in achieving its objectives to date.

The Board has not adopted targets regarding members of designated groups on the Board or in executive officer positions at this time. Due to the small size of the Board and the management team, the Board believes that the qualifications and experience of proposed new directors or executive officers should remain the primary consideration in the selection process.

As of the date of this Circular, none of the directors or executive officers of the Corporation are members of designated groups.

INFORMATION CONCERNING THE QUALIFYING TRANSACTION

The Corporation entered into definitive agreement dated December 18, 2020, as amended February 16, 2021, to complete a reverse takeover transaction (the “ Transaction ”) pursuant to which the Company will complete a three-cornered amalgamation with Hank Payments Corp. (“ Hank Payments ”). The Transaction is intended to constitute the Company’s “ Qualifying Transaction ”, as such term is defined in defined by Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “ TSXV ”). The Transaction is not a “Non-Arm’s Length Qualifying Transaction” within the meaning of Policy 2.4 of the TSXV.

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All references herein to “Resulting Issuer” refer to the Corporation after completion of the Transaction.

Hank Payments is a Fintech SAAS platform used by Americans to automatically manage their cash flow and align debits with credits, thus increasing the propensity of consumers to pay their liabilities on-time. Hank Payments works on a store and forward cash management strategy whereby cash is debited from consumer accounts according to the Hank Payments algorithm; cash is then stored on Hank Payments’ partner bank balance sheets until cash accumulates to the specified algorithm levels; then Hank Payments releases payments to consumer’s payees on time. Hank Payments consolidates debits to one, two or four debits per month (more of requested) for all payments, regardless of how many payments are made on behalf of the consumer. Hank Payments does not lend money to the consumer, but rather curates their cash flow automatically to take the thinking and worry away from the consumer on their path to financial wellness. All Hank Payments users can save money as the algorithms determine how much extra cash can be removed and remitted to various loans to potentially save on interest, without impacting cash flow. Credit quality can improve, as delinquencies for loans being paid through Hank Payments are approximately half of the market delinquency rate in most loan categories. Over 40,000 paying consumers have used the Hank Payments platform to manage over USD$1.5 billion outstanding loan balances, with over USD$22 million per month in payments being made through Hank Payments. Hank Payments charges monthly fee’s to consumers who subscribe to the program, which vary depending on how many payments are being processed on behalf of consumers, delivering long-term recurring high margin revenue to the platform. Hank Payments is focused on acquiring recurring consumer fee income through direct marketing, channel and white label SAAS platform arrangements.

Completion of the Transaction is subject to a number of conditions including, but not limited to, TSXV acceptance, Hank Payments shareholder approval, the completion by Hank Payments of a brokered private placement of subscription receipts, that all representations and warranties in the agreement will be true on closing, all covenants required to be performed will have been performed on or before closing, no material adverse change will have occurred in the business of Hank Payments, and all required regulatory approvals will have been received.

In connection with the Transaction, Hank Payments intends to close a brokered private placement offering (“ Financing ”) of subscription receipts (the “ Subscription Receipts ”) for gross proceeds of a minimum of $7,000,000 and a maximum of $10,000,000, excluding overallotments of 13%, if available. Upon the satisfaction of certain escrow release conditions on or before an escrow release deadline, and without any further action payment of additional consideration, each Subscription Receipt will be convertible into one (1) common share and one (1) warrant of the Resulting Issuer, with each warrant exercisable for a period of two (2) years from the date of closing of the Financing.

SHAREHOLDERS ARE NOT REQUIRED TO APPROVE THE TRANSACTION. However, the Transaction is very important to the Corporation and certain matters to be considered at the Meeting are expected to be necessary in order to prepare the Corporation to complete the Transaction. Full details regarding Hank Payments and the Transaction will be disclosed by the Corporation in a filing statement (the “Filing Statement”) to be prepared and filed under the CPC Policy. The Filing Statement will be posted on SEDAR at www.sedar.com prior to completion of the Transaction. Management of the Corporation will endeavour to post the Filing Statement on SEDAR as quickly as possible; however, the posting thereof may not occur until after the date of the Meeting. Shareholders are urged to review the press release issued by the Corporation on December 21, 2020, announcing the entering into of a definitive agreement in connection with the Transaction, as it contains important disclosure regarding the Resulting Issuer and the Transaction.

BUSINESS TO BE TRANSACTED AT THE MEETING

1. Fixing the number of Directors Upon Completion of the Transaction

The Articles of Incorporation of the Corporation provide for a minimum of one (1) and a maximum of ten (10) directors. The Board presently consists of four members. At the Meeting, management of the Corporation proposes to elect five directors to hold office from the closing date of the Transaction until the earlier of the next annual general meeting of the Corporation or its successor is duly elected or appointed.

Shareholders will be asked to consider and, if deemed appropriate, to pass the following ordinary resolution (the “ Board Resolution ”):

“BE IT RESOLVED that:

the number of directors to be elected at the Meeting to hold office from the closing date of the Transaction for the ensuing year or otherwise as authorized by the Shareholders of the Corporation be and is hereby fixed at five.”

The Board unanimously recommends that Shareholders vote in favour of the Board Resolution. The persons designated as proxyholders in the accompanying proxy (absent contrary directions) intend to vote FOR the Board Resolution. The adoption of the Board Resolution, unless waived by Hank Payments, is a condition to the completion of the Transaction .

2. Approval of new Directors Upon Completion of the Transaction

In connection with the Transaction, it is desirable to elect directors of the Corporation to serve from the effective time of the

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Transaction (the “ Change of Board Time ”) until the close of the next annual meeting of Shareholders of the Corporation or until their successors are elected or appointed (the “ New Nominees ”). It is a condition to the completion of the Transaction that the New Nominees, comprised of five individuals be elected, effective at the Change of Board Time, as directors of the Resulting Issuer. At the time of the Meeting, the Transaction will not yet have been completed and there can be no assurance at that time that it will be completed.

Voting for the election of the below named directors comprising the New Nominees will be conducted on an individual, and not slate basis. Shareholders can vote for all of the proposed directors set forth herein, vote for some of them and withhold for others, or withhold for all of them. It is the intention of the management designees, if named as proxy, to vote FOR the election of said persons to the board of directors. See below for detailed information concerning the New Nominees.

The following table sets forth the name of each of the persons proposed to be nominated for election as a director of the Corporation as part of the New Nominees, all positions and offices in the Corporation presently held by such nominees, the nominees’ municipality and country of residence, principal occupation within the five preceding years, the period during which the nominees have served as directors, and the number and percentage of Common Shares beneficially owned by the nominees, directly or indirectly, or over which control or direction is exercised.

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Number and Percentage of
Position to be held Common Shares
Name and Place with the Current Principal Occupation and Beneficially
of Residence Corporation during the past 5 years Owned or Controlled
Michael Hilmer Chief Executive Chief Executive Officer and Director Nil
Toronto, Ontario Officer and Director of Hank Payments
Jason Ewart Executive Vice President, Executive Vice President, Capital Nil
Toronto, Ontario Capital Markets and a Markets and a Director of Hank
Director Payments
N. William C. Ross Chairman and Director Senior Counsel with WeirFoulds LLP Nil
Toronto, Ontario
Timothy Farley Director Chief Executive Officer of North Nil
Ketchum, Idaho Columbia Holdings Inc.
Tamara Paton Director Director of Meridan Credit Union Nil
St. Catharines, Ontario and Motusbank
----- End of picture text -----

Biographical information regarding the New Nominees is set out below.

Michael Hilmer

Over the last 30 years, Mr. Hilmer has built SaaS platforms as well as lending companies using innovative, leadership, solid team building and his extensive network. He is serial entrepreneur with exceptional talent at identifying market voids and marrying his extensive experience to fill those voids with technology enabled solutions and business models designed to scale economically and quickly. An innovative thought leader in the financial technology space, Mr. Hilmer’s open banking vision is underpinned by the fundamental belief that new regulations create more opportunity for innovation around the customer experience.

Jason Ewart

Mr. Ewart is a corporate director who was the co-founder and the former Chief Executive Officer and Chief Operating Officer of Fountain Asset Corporation from 2003 until October 2017. Previously, he was a market analyst with A&E Capital Funding Inc. and Bradstone Equity Partners Inc. between 1998 and 2002 and Vice President of Quest Investment Corporation between 2002 and 2003. He has experience with bridge financing, financial analysis, quantitative modeling, equities trading and mergers and acquisitions. Mr. Ewart is a Director of Denver based Attorneys Title Guarantee Fund Inc., Toronto based Marathon Mortgage Corp., and Vice Chair for the non-profit Northumberland Community Futures Development Corporation, which provides financing and strategic guidance to entrepreneurs. Mr. Ewart holds an economics degree from McGill University.

N. William C. Ross

Mr. Ross is Senior Counsel with the Toronto law firm WeirFoulds LLP. His directorships have included Canada Development Investment Corporation (Chair), Canada Hibernia Holding Corporation (Chair), The Royal Canadian Mint, National Ballet of Canada, National Ballet Foundation (Secretary),Osgoode Society (Treasurer), Providence Centre, Chapters Inc., Keg Restaurants Inc. and Clean Environment Mutual Funds Ltd.

Timothy Farley

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Timothy Farley is a venture investor and a serial entrepreneur. He is currently the CEO of North Columbia Holdings, a multistrategy development platform servicing the rapid growth cannabis industry. He has been CEO of Shasta Gold Corp. since April 2016 and a member of its Board of Directors since 2010. Mr. Farley actively invests across multiple industries, including technology, hospitality and renewable energy. He is a co-founder of a leading corporate security group with marquis clients such as Waste Management and The National Football League. The venture-backed companies in his investment portfolio have secured financing from leading VC firms such as Accel, NEA and Lerer Ventures and have created a combined equity value in excess of $400 million. Mr. Farley began his career with a stint on the Chicago Mercantile Exchange, where he pioneering role in creating and perfecting new securities and trading strategies. He is an independent film producer with three Sundance films to his credit and holds a Bachelor of Science Degree in Finance from Providence College.

Tamara Paton

Tamara Paton brings transformational strategy to sectors shaped by digital forces. She helps leaders think, communicate, and collaborate in ways that boost performance. Currently, Tamara serves on the boards of Meridian Credit Union, motusbank, and ServoAnnex. She emerged as leader at Meridian early in her tenure, chairing the Risk Committee in her first term and serving as Vice Chair of the board for five years. Previously, she was a board director for Dealnet Capital, MEC, Carson-Dellosa Publishing, and the Canadian Automobile Association. With these organizations, Tamara exhibited strong, empathetic leadership via HR & Compensation Committee and board chair roles. Tamara also supports leaders in the boardrooms of other organizations, where she advises on strategic topics and serves as an executive coach. Recent clients include a SaaS software provider focused on luxury retailers, a national association of insurance brokers, a global leader in online travel sales, and an institutional investment manager. Tamara began her career at TD Securities, McKinsey & Company, and Harlequin Enterprises. Along with an MBA from The Wharton School, she holds Chartered Financial Analyst, Chartered Director, and Certified Executive Coach designations. Previously, Tamara graduated from the University of Waterloo with a Bachelor of Mathematics degree.

Other Reporting Issuer Experience

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----- Start of picture text -----

Name of Exchange or Market
Name Name of Reporting Issuer (if applicable)
Michael Hilmer Dealnet Capital Corp. TSXV
Jason Ewart HEXO Corp. TSX and NYSE
Bucephalus Capital Corp. CSE
Fountain Asset Corp. TSXV
Advantagewon Oil Corp. CSE
Tamara Paton Deanet Capital Corp. TSXV
N. William C. Ross Chapters Inc. TSX
----- End of picture text -----

Corporate Cease Trade Orders, Bankruptcies and Penalties

No proposed director of the Resulting Issuer upon completion of the Transaction is, or has been within the past 10 years prior to the date hereof, a director, officer or promoter of any other issuer that, while such person was acting in that capacity, was (a) the subject of a cease trade or similar order or an order that denied the issuer access to any exemptions under applicable securities law for a period of more than 30 consecutive days that was issued while the proposed director was acting as director, chief executive officer or chief financial officer, or (b) was declared bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

No proposed director of the Resulting Issuer upon completion of the Transaction is (or any personal holding company of any such individual) or 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 investor in making an investment decision.

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The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR all five of the directors as set forth above and therein. The Corporation does not contemplate that any of such nominees will be unable to serve as directors ; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies held by the persons designated as proxyholders in the accompanying Instrument of Proxy will be voted for another nominee in their discretion unless the Shareholder has specified in his or her form Instrument of Proxy that his or her Common Shares are to be withheld from voting in the election of directors .

Each director elected as a New Nominee director will hold office from the Change of Board Time until the next annual meeting of Shareholders or until their successors are elected or appointed, all as the case may be, unless his or her office is earlier vacated in accordance with the articles and by-laws of the Corporation or the provisions of the Canada Business Corporations Act . If the Transaction is not completed, the current directors of the Corporation will continue to hold office until the next annual meeting of Shareholders or until their successors are elected or appointed.

3. Approval of new Auditor

In connection with the Transaction, the Corporation proposes to appoint McGovern Hurley LLP (“ McGovern Hurley ”) as the auditor of the Resulting Issuer effective as of the closing of the Transaction. McGovern Hurley is located at 251 Consumers Road, Suite 800, Toronto, Ontario M2J 4R3 and has served as the auditor of Hank Payments since October 29, 2020. The appointment of McGovern Hurley will only be effective in the event that the Transaction is successfully completed.

Shareholders will be asked to consider and, if deemed appropriate, to pass the following ordinary resolution (the “ Resulting Issuer Auditor Resolution ”):

WHEREAS the board of directors of the Corporation (the “ Board ”) has determined that is desirable for the Resulting Issuer to appoint McGovern Hurley as the auditor of the Resulting Issuer;

“BE IT RESOLVED THAT:

1. Conditional upon and effective immediately following the closing of the Transaction, the appointment of McGovern Hurley LLP as the auditor of the Resulting Issuer for the ensuing year, from such closing of the Transaction until the next annual general meeting of the Resulting Issuer is hereby authorized and approved.

2. The board of directors of the Resulting Issuer is hereby authorized to fix the remuneration of the auditor.

3. Notwithstanding that this resolution has been duly passed by the shareholders of the Corporation, the Board may revoke such resolution at any time before it is effected without further action by the shareholders.

4. Any one director or officer of the Corporation be and is hereby authorized and directed for and on behalf of the Corporation to execute or cause to be executed, under the corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person’s opinion may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing .

The Board unanimously recommends that Shareholders vote in favour of the Board Resolution. The persons designated as proxyholders in the accompanying proxy (absent contrary directions) intend to vote FOR the Board Resolution. The adoption of the Board Resolution is a condition to the completion of the Transaction .

4. Consolidation of Common Shares

Reasons for Consolidation

In connection with the Transaction, the Corporation intends to issue Common Shares as consideration to the shareholders of Hank Payments. In order to align the value of the Common Shares to the price per Common Share at which the Transaction will be completed, the Corporation proposes that, subject to obtaining all required regulatory approvals, prior to the completion of the Transaction, the Corporation’s articles be amended to reflect that the issued and outstanding share capital be consolidated on the basis of one (1) post-consolidation Common Share for every four (4) pre-consolidation Common Shares (the “ Consolidation ”).

Effect of Consolidation

If approved and implemented, the Consolidation will occur simultaneously for all of the Corporation’s issued and outstanding Common Shares and will occur prior to the completion of the Transaction. The Consolidation ratio will be the same for all such Common Shares and will affect all holders of Common Shares uniformly and will not affect any Shareholder’s percentage ownership interest in the Corporation, except to the extent that the Consolidation would otherwise result in any Shareholder owning a fractional Common Share. In the event a Shareholder would be entitled to receive a fractional Common Share after the Consolidation, each fractional Common Share will be rounded down to the next lowest whole number.

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As the Corporation currently has an unlimited number of Common Shares authorized for issuance, the Consolidation will not have any effect on the number of Common Shares that remain available for future issuance. If the Consolidation is effected, the exercise or conversion price and the number of Common Shares issuable under outstanding incentive stock options will be proportionately adjusted. As at the Effective Date, the Corporation has 8,487,500 pre-Consolidation Common Shares issued and outstanding. Upon completion of the Consolidation, the number of post-consolidation Common Shares issued and outstanding, without giving effect to the Transaction, will be approximately 2,121,875 post-consolidation Common Shares (on a non-diluted basis).

Vote Required

Shareholders will be asked to consider and, if thought appropriate, to pass, with or without variation, a special resolution authorizing the Board, in its sole discretion, to effect the Consolidation. To be effective, the resolution in respect of the Consolidation must be approved by the affirmative vote of not less than two-thirds (2/3) of the votes cast by the holders of Common Shares present in person or represented by proxy at the Meeting. The Consolidation is required in order to complete the Transaction and, if approved, will be given effect prior to completion of the Transaction. If the holders of Common Shares do not approve the special resolution, the Transaction may not proceed. Shareholders are urged to vote FOR this special resolution.

The complete text of the special resolution which management intends to place before the Meeting authorizing the Consolidation is as follows:

• “ BE IT HEREBY RESOLVED as a special resolution of the Corporation that:

• (1) as part of the closing of the Transaction (as defined in the management information circular of the Corporation dated February 26, 2021), a change be made to the number of issued and outstanding Common Shares of the Corporation pursuant to a consolidation of the Common Shares of the Corporation on the basis of one (1) post-consolidation Common Share for every four (4) pre-consolidation Common Shares is hereby approved;

• (2) no fractional Common Shares shall be issued in connection with the consolidation and, in the event a Shareholder would otherwise be entitled to receive a fractional Common Share in connection with the consolidation, the number of Common Shares to be received by such Shareholder shall be rounded down to the next lowest whole number;

• (3) any one director or any one officer be and is hereby authorized and directed to execute on behalf of the Corporation, and to deliver and to cause to be delivered all such documents, agreements and instruments and to do and to cause to be done all such other acts or things as he shall determine to be necessary or desirable to carry out the intent of this special resolution including the filing of articles of amendment to effect the consolidation; and

• (4) notwithstanding approval of the Shareholders of the Corporation as herein provided, the directors may, in their sole discretion, determine not to proceed with the Consolidation without further approval of the Shareholders of the Corporation”

(the “ Consolidation Resolution ”).

The Board unanimously recommends that Shareholders vote in favour of the Consolidation Resolution. The persons designated as proxyholders in the accompanying proxy (absent contrary directions) intend to vote FOR the Consolidation Resolution. The adoption of the Consolidation Resolution is a condition to the completion of the Transaction .

5. Name Change

Upon completion of the Transaction, it is intended that the business of Hank Payments as currently contemplated to be constituted, will be the business of the Corporation. In connection therewith, the Corporation intends to change its name to “Hank Payments Inc.” or such other name as the Board, in its sole discretion, deems appropriate or as required by applicable regulatory authorities (the “ Name Change ”). Management believes that the Name Change is in the best interests of the Corporation in order to reflect the change in its business activities. The Board will only take the steps necessary to change the Corporation’s name to “Hank Payments Inc.” if the Transaction is successfully completed.

The Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, a special resolution authorizing the amendment of the articles of the Corporation to effect the Name Change. To be effective, the resolution in respect of the Name Change must be approved by the affirmative vote of not less than two-thirds (2/3) of the votes cast by the holders of Common Shares present in person or by proxy at the Meeting.

The Name Change is required in order to complete the Transaction and, if approved, is expected to be given effect prior to completion of the Transaction. If the holders of Common Shares do not approve the special resolution, the Transaction may not proceed. Shareholders are urged to vote FOR of this special resolution.

The complete text of the special resolution which management intends to place before the Meeting authorizing the change of the name of the Corporation is as follows:

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• “ BE IT HEREBY RESOLVED as a special resolution of the Corporation that:

• (1) an amendment to the articles of the Corporation to change the name of the Corporation to “Hank Payments Inc.” or such other name as the Board of Directors, in its sole discretion, deems appropriate and the Director appointed under the Canada Business Corporations Act may permit is hereby authorized and approved;

• (2) any one director or officer be and is hereby authorized to send to the Director appointed under the Canada Business Corporations Act Articles of Amendment of the Corporation in the prescribed form, and any one or more directors are hereby authorized to prepare, execute and file Articles of Amendment in the prescribed form in order to give effect to this special resolution and the Name Change, and to execute and deliver all such other deeds, documents and other writings and perform such other acts as may be necessary or desirable to give effect to this special resolution; and

• (3) the directors may revoke this special resolution before it is acted on without further approval of the shareholders.”

(the “ Name Change Resolution ”).

The Board unanimously recommends that Shareholders vote in favour of the Name Change Resolution. The persons designated as proxyholders in the accompanying proxy (absent contrary directions) intend to vote FOR the Name Change Resolution. The adoption of the Name Change Resolution is a condition to the completion of the Transaction.

6. Repeal of By-law No. 1 of the Corporation and the Adoption of By-Law No. 1A of the Corporation

On February 26, 2021, the Board repealed By-Law No. 1 of the Corporation and adopted By-Law No. 1A of the Corporation (the “ New By-Law ”), which by-law replaces the Corporation’s By-Law No. 1 in its entirety. and sets out a more appropriate and comprehensive list of rules and arrangements for the carrying on of the general business of the Corporation.

The New By-Law was adopted so that the general by-laws of the Corporation will set out a more appropriate and comprehensive list of rules and arrangements for the carrying on of the general business of the Corporation. Among other things, the New ByLaw includes the following changes:

• (a) the quorum requirement for directors’ meetings has been amended so that (i) where the number directors is one or two, all of the directors constitute quorum at a meeting of directors, (ii) where the number of directors is three, four or five, a majority of the directors constitute a quorum at a meeting of directors, and (iii) otherwise the quorum for a meeting of directors consists of the next whole number not less than two-fifths (2/5) of the number of directors;

• (b) the office of Chair of the Board has been added, along with a description of the duties of such office;

• (c) certain provisions were added to govern the creation of, and the conduct of business by, committees of the Board, including in particular, an audit committee;

• (d) the manner of execution of instruments has been amended so that instruments in writing may be signed without any further formality by (i) the President together with any one other director, or (ii) or any two directors; and

• (e) certain provisions were added which set out the borrowing powers that the Board may exercise without authorization from the shareholders of the Corporation.

The full text of the New By-Law is attached hereto as Schedule “B”. Pursuant to the provisions of Canada Business Corporations Act , the repeal of By-Law No. 1 of the Corporation and adoption of the New By-Law will cease to be effective unless confirmed by a resolution passed by a simple majority of the votes cast by Shareholders at the Meeting.

Accordingly, at the Meeting, Shareholders will be asked to approve the following ordinary resolution approving the By-Law Amendment (the “ By-Law Amendment Resolution ”):

Be it resolved by ordinary resolution that:

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• The repeal of By-Law No. 1 of the Corporation in its entirety is hereby approved, ratified, and confirmed;

• The adoption of By-law No. 1A, as more particularly described in the Management Information Circular of the Corporation is hereby approved, ratified, and confirmed; and

• any officer or director of the Corporation, be and is hereby authorized and directed for and on behalf of the Corporation to execute and deliver all such documents and instruments and to do all such acts and things, as in his opinion may be necessary or desirable to give effect to the foregoing.”

The Board unanimously recommends that Shareholders vote in favour of the New By-Law Resolution. The persons designated as proxyholders in the accompanying proxy (absent contrary directions) intend to vote FOR the New By-Law Resolution. The adoption of the New By-Law Resolution is a condition to the completion of the Transaction.

7. Approval of Omnibus Incentive Plan

In connection with the Transaction, Hank Payments has requested the Corporation adopt an Omnibus Incentive Plan (the " Omnibus Plan "), a copy of which is attached as Schedule "C" to this Circular, to replace the Corporation’s Existing Option Plan. Options already granted under the existing option plan (“ Existing Option Plan ”), will remain outstanding and governed by the terms of the Existing Option Plan, but no new options will be granted under the Existing Option Plan if the Omnibus Plan is approved. If the Omnibus Plan is not approved, the Corporation may determine to resume use of the Existing Option Plan. The following is a description of the key terms of the Omnibus Plan, which is qualified in its entirety by reference to the full text of the Omnibus Plan.

Key Terms of the Omnibus Plan:

Purpose:

To attract and retain key talent who are necessary or essential to the Corporation’s success, image, reputation or activities. It also allows the Corporation to reward key talent for their performance and greater align their interests with those of the Corporation’s Shareholders.

Eligible Participants:

Any employee, executive officer, director, or consultant of the Corporation or any of its subsidiaries is an "Eligible Participant" (as defined in the Omnibus Plan) and considered eligible to be selected to receive an Award (as defined herein) under the Omnibus Plan.

Award Types: Share Reserve:

Options and RSUs

The maximum number of Common Shares of the Corporation available for issuance under the Omnibus Plan will not exceed 20% of the issued and outstanding Common Shares on the date the Corporation completes its Qualifying Transaction, less the number of Common Shares subject to grants of options under the Corporation’s Existing Option Plan and any other Share Compensation Arrangement (as defined in the Omnibus Plan) adopted by the Corporation.

Share Counting:

Each common share subject to a RSU is counted as reserving one common share under the Omnibus Plan, and each common share subject to an Option is counted as reserving one common share under the Omnibus Plan.

Share Recycling:

If an outstanding Award expires or is exercised, the Common Shares covered by such Award, if any, will not be again available for issuance under the Omnibus Plan unless the requisite TSXV and shareholder approvals are obtained.

Greater detail on the Omnibus Plan is provided below.

Purpose

The purpose of the Omnibus Plan is:

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• (a) to increase the interest in the Corporation’s welfare of those employees, officers, directors and consultants (who are considered Eligible Participants under the Omnibus Plan), who share responsibility for the management, growth and protection of the business of the Corporation or a subsidiary of the Corporation;

• (b) to provide an incentive to such Eligible Participants to continue their services for the Corporation or a subsidiary and to encourage such Eligible Participants whose skills, performance and loyalty to the objectives and interests of the Corporation or a subsidiary are necessary or essential to its success, image, reputation or activities;

• (c) to reward Eligible Participants for their performance of services while working for the Corporation or a subsidiary; and

• (d) to provide a means through which the Corporation or a subsidiary may attract and retain able persons to enter its employment or service.

Types of Awards

The Omnibus Plan provides for the grant of Options and Restricted Share Units or RSUs (each an " Award " and, collectively, the " Awards "). All Awards are granted by an agreement or other instrument or document evidencing the Award granted under the Omnibus Plan (an " Award Agreement ").

Plan Administration

The Omnibus Plan is administered by the Board, which may delegate its authority to a committee or plan administrator. Subject to the terms of the Omnibus Plan, applicable law and the rules of the TSXV, the Board (or its delegate) will have the power and authority to: (i) designate the Eligible Participants who will receive Awards (an Eligible Participant who receives an Award, a " Participant "), (ii) designate the types and amount of Award to be granted to each Participant, (iii) determine the terms and conditions of any Award, including any vesting conditions or conditions based on performance of the Corporation or of an individual (" Performance Criteria "); (iv) to interpret and administer the Omnibus Plan and any instrument or agreement relating to it, or Award made under it; and (v) make such amendments to the Omnibus Plan and Awards made under the Omnibus Plan as are permitted by the Omnibus Plan and the rules of the TSXV.

Shares Available for Awards

The Corporation currently has 1,022,000 Common Shares available for issue under the Existing Option Plan, which will be made available for grant under the Omnibus Plan, once the Omnibus Plan is approved by Shareholders at the Meeting. Subject to adjustments as provided for under the Omnibus Plan, the maximum number of Common Shares of the Corporation available for issuance under the Omnibus Plan will not exceed 20% of the issued and outstanding Common Shares on the date the Corporation completes its Qualifying Transaction (the “ Limit ”), less the number of Common Shares subject to grants of Options under the Corporation’s Existing Option Plan. The Omnibus Plan sets out the calculation of the number of shares reserved for issuance based on whether the shares are reserved for issuance pursuant to the grant of an Option or a RSU.

In connection with the Qualifying Transaction, Hank Payments will complete a Financing. The Financing is expected to close concurrently with the closing of the Qualifying Transaction and, assuming the purchase and sale of the maximum number of securities in the Financing, would result in the issuance of an additional 12,500,000 Common Shares on the closing date, subject to final pricing. Assuming the maximum number of securities issued in the Financing, following completion of the Financing and the Qualifying Transaction (and assuming no exercise or conversion of outstanding convertible securities of the Corporation), the aggregate number of issued and outstanding Common Shares shall be 80,828,168 Common Shares. In the event that Hank Payments does not complete the Financing, following completion of the Financing and the Qualifying Transaction (and assuming no exercise or conversion of outstanding convertible securities of the Corporation), the aggregate number of issued and outstanding Common Shares shall be 64,728,168 Common Shares.

It is currently expected that as of the closing date of the Qualifying Transaction there will be approximately 8,082,816 Common Shares reserved for issuance pursuant to Options and 8,082,816 Common Shares reserved for issuance pursuant to RSUs, which together will represent approximately 19.99% of the outstanding Common Shares should the Financing be completed prior to the completion of the Qualifying Transaction.

Limits with respect to Insiders, Individual Grants, Annual Grant Limits and Non-Executive Director Limits.

The Omnibus Plan provides the following limitations on grants:

• (a) The maximum number of the Corporation's Awards issuable to Insiders, at any time under the Plan, or when combined with all of the Corporation's other Share Compensation Arrangement, cannot exceed ten percent (10%) of the Corporation's total issued and outstanding Shares.

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• (b) The maximum number of the Corporation's Awards issuable to Insiders, within any one-year period, under the Plan, or when combined with all of the Corporation's other Share Compensation Arrangement, cannot exceed ten percent (10%) of the Corporation's total issued and outstanding Shares.

• (c) The maximum number of Shares that may be made issuable pursuant to Options made to any Eligible Participant under the Plan together with any other Share Compensation Arrangement shall not exceed 5% of the issued and outstanding Shares on the grant date or within any 12-month period.

• (d) The aggregate number of Options to any one Eligible Participant that is a Consultant of the Corporation in any 12-month period must not exceed 2% of the issued Shares calculated at the first such grant date.

• (e) The aggregate number of Options to all Persons retained to provide Investor Relations Activities must not exceed 2% of the issued Shares in any 12-month period calculated at the first such grant date (and including any Eligible Participant that performs Investor Relations Activities and/or whose role or duties primarily consist of Investor Relations Activities); and

• (f) Options granted to any Person retained to provide Investor Relations Activities must vest in a period of not less than 12-months from the date of grant and with no more than 25% of the Options vesting in any threemonth period notwithstanding any other provision of this Plan.

• (g) Restricted Share Units may not be granted to Consultants performing Investor Relations Activities.

Eligible Participants

Any employee, executive officer, director, or consultant of the Corporation or any of its subsidiaries is an "Eligible Participant" and considered eligible to be selected to receive an Award under the Omnibus Plan. Eligibility for the grant of Awards and actual participation in the Omnibus Plan is determined by the Board or its delegate.

Description of Awards

1. Options

An Option is an option granted by the Corporation to a Participant entitling such Participant to acquire a designated number of Common Shares from treasury at an exercise price set at the time of grant (the " Option Price "). Options are exercisable, subject to vesting criteria established by the Board at the time of grant as set out in the Participant’s Option Agreement (as defined in the Omnibus Plan), which need not be identical for all Options, over a period as established by the Board from time to time which shall not exceed 10 years from the date of grant. The Option Price shall not be set at less than the closing price of the Common Shares on the TSXV on the day before the grant is made. At the time of grant of an Option, the Board may establish vesting conditions in respect of each Option grant, which may include performance criteria related to corporate or individual performance.

Restricted Share Units

An RSU is an Award in the nature of a bonus for services rendered that, or for future services to be rendered, and that upon settlement, entitles the recipient to receive Common Shares. The Board may establish conditions and vesting provisions, including Performance Criteria, as set out in a Participant's RSU Agreement (as defined in the Omnibus Plan), which need not be identical for all RSUs. An RSU may be forfeited if conditions to vesting are not met. The Corporation is obligated to deliver Common Shares on the settlement of RSUs and shall have no independent discretion to settle an RSU in cash or other property other than Common Shares, however a Participant will have the ability to elect to redeem such portion (and only such portion) of its vested RSUs for a cash amount equal to the Tax Obligations (as defined in the Omnibus Plan) associated with the aggregate number of RSUs to be redeemed in lieu of receiving Common Shares for such RSUs. The Board shall determine, and shall evidence in the applicable RSU Agreement, the period during which a vested RSU may be redeemed by either the Company or the Participant, and may determine the maximum period during which any vested RSU may remain outstanding prior to settlement. The Board, in its discretion, may award dividend equivalents with respect to Awards of RSUs. Such dividend equivalent entitlements will not be available until the RSUs are vested and paid out. Each common share subject to a RSU is counted as reserving one common share under the Omnibus Plan.

Effect of Termination on Awards

Unless otherwise provided for in an Award Agreement or determined by the Board on an individual basis, in the event of the Participant’s:

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• (h) Voluntary Resignation : All of the Participant’s unvested Awards are immediately forfeited on the termination date and any vested Options remain exercisable until the earlier of up to 12 months following the termination date and the expiry date of the option.

• (i) Termination for Cause : All of the Participant’s vested and unvested Options immediately terminate and all unvested RSU Awards are immediately forfeited on the termination date.

• (j) Termination not for Cause : All of the Participant’s unvested Options immediately terminate and any vested Options remain exercisable until the earlier of up to 12 months following the termination date and the expiry date of the option. All RSUs as of such date remain outstanding and in effect pursuant to the terms of the applicable RSU Agreement, which may be accelerated by the Board in its discretion. If the Board determines that the vesting conditions are not met for such RSUs, then all unvested RSUs credited to such Participant shall be forfeited or cancelled; if the vesting conditions for such RSUs are met, the RSUs shall be considered settled.

• (k) Termination Due to Disability or Retirement : The Participant’s RSU Awards continue to vest as provided for in (c) above. Any vested Options remain exercisable until the earlier of up to 12 months following the vesting date of the option and the expiry date of the Option.

• (l) Termination Due to Death : The Participant’s RSU Awards continue to vest in accordance with (c) above. Any vested Options remain exercisable by the Participant’s beneficiary until the earlier of twelve months following the termination date and the expiry date of the Option.

• (m) Termination in Connection with a Change of Control : If, after a Change of Control (as defined in the Omnibus Plan), a Participant who was also an officer or employee of, or a consultant to, the Corporation prior to the Change of Control, has their position, employment or consulting agreement terminated, or the Participant is constructively dismissed, on or during the 12-month period immediately following a change in control, then all of the Participant’s unvested Awards are immediately vested and any vested Options remain exercisable until the earlier of twelve months following the termination date and the expiry date of the Option.

Change of Control

In the event of a Change of Control (as described in the Omnibus Plan) the Board will have the power, in its sole discretion, to modify the terms of this Plan and/or the Awards to assist the Participants to tender into a take-over bid or participate in any other transaction leading to a Change of Control. For greater certainty, in the event of a take-over bid or any other transaction leading to a Change of Control, the Board shall have the power, in its sole discretion, to (i) provide that any or all Awards shall thereupon terminate, provided that any such outstanding Awards that have vested shall remain exercisable until consummation of such Change of Control, and (ii) permit Participants to conditionally exercise their vested Options, such conditional exercise to be conditional upon the take-up by such offeror of the Common Shares or other securities tendered to such take-over bid in accordance with the terms of such take-over bid (or the effectiveness of such other transaction leading to a Change of Control).

Assignment

No Award or other benefit payable under the Omnibus Plan shall, except as otherwise provided by law, be transferred, sold, assigned, pledged or otherwise disposed in any manner other than by will or the law of descent.

Amendment

The Board may suspend or terminate the Omnibus Plan at any time, or from time to time amend or revise the terms of the Omnibus Plan or any granted Award without the consent of the Participants. The Board may make amendments to the Omnibus Plan without seeking approval of Shareholders, including, but not limited to, the following:

• (n) any amendment to the vesting provision, if applicable, or assignability provisions of the Awards;

• (o) any amendment to the expiration date of an Award that does not extend the terms of the Award past the original date of expiration of such Award;

• (p) any amendment regarding the effect of termination of a Participant’s employment or engagement;

• (q) any amendment which accelerates the date on which any Option may be exercised under the Omnibus Plan;

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• (r) any amendment necessary to comply with applicable law or the requirements of the TSXV or any other regulatory body;

• (s) any amendment to clarify the meaning of an existing provision of the Omnibus Plan, correct or supplement any provision of the Plan that is inconsistent with any other provision of the Omnibus Plan, correct any grammatical or typographical errors or amend the definitions in the Omnibus Plan;

• (t) any amendment regarding the administration of the Omnibus Plan; and

• (u) any amendment to add provisions permitting the grant of Awards settled otherwise than with Common Shares issued from treasury, a form of financial assistance or clawback, and any amendment to a provision permitting the grant of Awards settled otherwise than with Common Shares issued from treasury, a form of financial assistance or clawback which is adopted.

Disinterested Shareholder approval is required to make the following amendments:

• (v) an increase in the maximum number of Common Shares of the Corporation reserved for issuance under the Omnibus Plan;

• (w) any adjustment (other than in connection with a dividend, recapitalization or other transaction where an adjustment is permitted or required) or amendment that reduces or would have the effect of reducing the exercise price of an option previously granted under the Omnibus Plan (provided that, in such a case, insiders who benefit from such amendment are not eligible to vote their Common Shares in respect of the approval);

• (x) an extension of the term of an outstanding Award beyond the expiry date;

• (y) any amendment which increases the maximum number of Common Shares that may be (i) issuable to Insiders at any time; or (ii) issued to Insiders under the Omnibus Plan and any other proposed or established Share Compensation Arrangement in a one-year period (other than in connection with a dividend, recapitalization or other transaction where an adjustment is permitted or required);

• (z) any amendment to the number of Common Shares that may be made issuable pursuant to Awards made to employees and Non-Employee Directors within any one-year period;

• (aa) any amendment to the limits on Awards; and

• (bb) any amendment to the definition of Eligible Participant under the Omnibus Plan.

TSXV Approval

The TSXV Policies require shareholder approval of security-based compensation arrangements in respect of arrangements that involve the issuance from treasury or potential issuance from treasury of securities of the issuer. As the Omnibus Plan provides for the potential issuance from treasury of securities of the Corporation, the Shareholders will be asked to approve an ordinary resolution of disinterested shareholders to approve the Omnibus Plan.

At the Meeting, the disinterested Shareholders are being asked to approve a resolution approving the Omnibus Plan. The Shareholders of the Corporation excluded from voting their Common Shares in this matter are Erroll Treslan, Michael Anaka, Glen Lavigne and Glenn Jessome in their respective capacities as officers and directors of the Corporation (the “ Excluded Shareholders ”). As at the date hereof, the Excluded Shareholders hold an aggregate of 2,000,000 common shares, representing approximately 23.6% of the issued and outstanding Common Shares.

For the Omnibus Plan to be approved, the resolution must be passed by a majority of the votes cast in respect thereof by the disinterested Shareholders present or represented by proxy at the Meeting. The complete text of the ordinary resolution (the “ Omnibus Plan Resolution ”) to be placed before the Meeting confirming the Omnibus Plan is as follows:

BE IT HEREBY RESOLVED as an ordinary resolution of disinterested shareholders of the Corporation, that:

1. the Omnibus Plan, as disclosed in the management information circular of the Corporation dated February 26, 2021 (the “ Circular ”), be and is hereby approved, ratified and confirmed;

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3. the number of common shares in the capital of the Corporation (“ Common Shares ”) reserved for issuance under the Omnibus Plan be such an amount so that the number of Common Shares reserved for issuance under the Omnibus Plan shall be 20% of the number of issued and outstanding Common Shares following completion of the Transaction (as defined in the Circular); and

4. any one director or officer of the Corporation be and is hereby authorized and directed to do such things and to execute and deliver all such instruments, deeds and documents, and any amendments thereto, as may be necessary or advisable in order to give effect to the foregoing resolution."

The Board unanimously recommends that Shareholders vote in favour of the Omnibus Plan Resolution. The persons designated as proxyholders in the accompanying proxy (absent contrary directions) intend to vote FOR the Omnibus Plan Resolution. The adoption of the Omnibus Plan Resolution is a condition to the completion of the Transaction .

8. Other Business

Management is not aware of any other matters to come before the Meeting, other than those set out in the Notice of Meeting. If other matters come before the Meeting, it is the intention of the Management Designees, if designated as proxyholder, to vote in respect of the same in accordance with their best judgement in such matters.

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INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed in this Circular, none of the directors, executive officers or principal shareholders of the Corporation, or associates or affiliates of any of these persons, had any material interest, direct or indirect, in any transaction during the most recently completed financial year, or in any proposed transaction which, in either case, has materially affected or would materially affect the Corporation or its subsidiaries.

MANAGEMENT CONTRACTS

No management functions of the Corporation are to any substantial degree performed by a person or company other than the directors or executive officers (or private companies controlled by them, either directly or indirectly) of the Corporation.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Financial information is provided in the Corporation’s comparative annual financial statements and management discussion & analysis (“ MD&A ”) for its most recently completed financial year. To request copies of the Corporation’s financial statements and MD&A, Shareholders should contact Mr. Erroll Treslan, President and CEO, NOBELIUM TECH CORP., Purdy’s Wharf Tower 2, Suite 2108, 1969 Upper Water Street, Halifax, Nova Scotia B3J 3R7, Telephone 902-446-2000, Fax 902-446-2001. The financial statements and MD&A are also available on SEDAR at www.sedar.com.

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SCHEDULE “A” AUDIT COMMITTEE CHARTER

AUDIT COMMITTEE CHARTER

1.0 PURPOSE

1.1

The Audit Committee (the “Committee”) is a standing committee of the board of directors (the “Board”) of NOBELIUM TECH CORP. (“NOBELIUM TECH CORP.” or the “Corporation”) charged with assisting the Board in fulfilling its responsibility to its shareholders and to the investment community. Its role is to serve as an independent and objective party to oversee NOBELIUM TECH CORP.’s accounting and financial reporting processes, internal control system and external audits of its financial statements.

2.0

COMMITTEE MEMBERSHIP

2.1

The Board shall annually appoint a minimum of three directors to the Committee the majority of whom shall be directors of NOBELIUM TECH CORP. who are independent of management and free from any material relationship that, in the opinion of the Board, would interfere with the director’s exercise of independent judgment as a member of the Committee.

2.2 Each member of the Committee must be financially literate, or if not financially literate at the time of his appointment, must become so within a reasonable period of time following his appointment.

• 2.3 Members of the Committee shall typically be appointed at the first meeting of the Board held following each annual meeting of the shareholders of NOBELIUM TECH CORP.

• 2.4 A member may resign or be removed from the Committee at any time and thereafter shall be replaced by the Board. A member of the Committee will automatically cease to be a member at such time as that individual ceases to be a director of NOBELIUM TECH CORP.

3.0 CHAIR OF THE COMMITTEE

3.1

The Board shall in each year appoint a chair of the committee (“Chair”) from among the members of the Committee. In the Chair’s absence, or if the position is vacant, the Committee may select another member to act as interim Chair.

3.2 The Chair shall be responsible to ensure the Committee meets regularly and performs its duties as set out herein, and to report to the Board of Directors on the activities of the Committee.

4.0 AUDIT RESPONSIBILITIES

4.1 The Committee is responsible to:

Financial Statement and Disclosure Matters

• (a) review the interim unaudited financial statements and the annual audited financial statements, and shall report thereon to the Board;

• (b) satisfy itself that NOBELIUM TECH CORP.’s annual audited financial statements are fairly presented in accordance with applicable Canadian generally accepted accounting principles and recommend to the Board whether the annual financial statements should be approved and included in NOBELIUM TECH CORP.’s Annual Report;

• (c) satisfy itself that the information contained in the Corporation’s quarterly financial statements, MD&A and any other financial publication or disclosure of financial information extracted or derived from the Corporation’s financial statements, does not include any untrue statement of any material fact or omit to state a material fact that is required or necessary to make a statement not misleading in light of the circumstances under which it was made;

• (d) review NOBELIUM TECH CORP.’s financial statements, MD&A and, if applicable, annual and interim earnings press releases referring to financial information before the information is publicly disclosed, and ensure that adequate procedures are in place for the review of any other public disclosure derived from NOBELIUM TECH CORP.’s financial statements;

• (e) discuss with management and the external auditor significant financial reporting issues and judgments made in connection with the preparation of the Corporation’s financial statements, including any significant changes in the Corporation’s selection or application of accounting

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principles, any major issues as to the adequacy of the Corporation’s internal controls and any special steps adopted in light of material control deficiencies;

• (f) review and discuss quarterly reports from the external auditor on:

• (g) all critical accounting policies and practices to be used;

• (h) all alternative treatments of financial information within applicable Canadian generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditor; and

• (i) other material written communications between the external auditor and management, such as any management letter or schedule of unadjusted differences;

Oversight of the Corporation’s External Auditors

• (j) make recommendations to the Board regarding the selection and compensation of the external auditor to be put forth for appointment at each annual meeting of the Corporation;

• (k) satisfy itself that the external auditor reports directly to the Committee;

• (l) oversee the work of the external auditor engaged to prepare or issue an auditor’s report or perform other audit, review or attest services for NOBELIUM TECH CORP., including the resolution of any disagreements between management and the external auditor regarding financial reporting;

• (m) obtain and review a report from the external auditor at least annually regarding:

• (i) the external auditor’s internal quality-control procedures;

• (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the external audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm;

• (iii) any steps taken to deal with any such issues; and

• (iv) all relationships between the external auditor and NOBELIUM TECH CORP., including non-audit services;

• (n) evaluate the qualifications, performance and independence of the external auditor, including considering whether the external auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor’s independence, taking into account the opinions of management, and to present its conclusions with respect to the external auditor to the Board;

• (o) satisfy itself of the rotation of the audit partners and consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the external auditing firm on a regular basis;

• (p) meet with the external auditor and financial management of NOBELIUM TECH CORP. to review the scope of the proposed audit for the current year and the audit procedures to be used;

• (q) satisfy itself that the audit function has been effectively carried out and that any matter which the external auditor wishes to bring to the attention of the Board has been addressed and that there are no unresolved differences between management and the external auditor;

• (r) pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Corporation by its external auditor, subject to the de minimis exceptions for non-audit services described in Multilateral Instrument 52-110, section 2.4, which are approved by the Committee prior to the completion of the audit. The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Committee at its next scheduled meeting;

• (s) review and approve NOBELIUM TECH CORP.’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation;

Financial Reporting and Risk Management

• (t) review the audit plan of the external auditor for the current year, and review advice from the external auditors relating to management and internal controls and the Corporation’s responses to the suggestions made therein;

• (u) discuss with management the Corporation’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Corporation’s risk assessment and risk management policies;

• (v) satisfy itself that the Corporation has implemented appropriate systems of internal control over financial reporting, the safeguarding of the Corporation’s assets and other “risk management”

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functions affecting the Corporation’s assets, management and financial and business operations, and that these systems are operating effectively;

Compliance Oversight Responsibilities

• (w) establish procedures for the receipt, retention and treatment of complaints received by NOBELIUM TECH CORP. regarding accounting, internal accounting controls, or auditing matters;

• (x) establish procedures for the confidential, anonymous submission by employees of NOBELIUM TECH CORP. of concerns regarding questionable accounting or auditing matters;

• (y) discuss with management and the external auditor any correspondence with regulators or governmental agencies and any published reports which raise material issues regarding the Corporation’s financial statements or accounting policies;

• (z) discuss with the Corporation’s general counsel or outside counsel, as appropriate, legal matters that may have a material impact on the financial statements, or the Corporation’s compliance policies; and

(aa) satisfy itself that all regulatory compliance issues have been identified and addressed and identifying those that require further work.

4.2 While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Corporation’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles applicable rules and regulations. These are the responsibilities of management and the external auditor.

5.0 GENERAL RESPONSIBILITIES

5.1 The Committee shall:

• (a) make regular reports to the Board; (b) have the right, for the purpose of performing their duties: (i) to inspect all the books and records of the Corporation and its subsidiaries; (ii) to discuss such accounts and records and any matters relating to the financial position of the Corporation with the officers and auditor of the Corporation and its subsidiaries; and

• (iii) to commission reports or supplemental information relating thereto;

• (c) permit the Board to refer to the Committee such matters and questions relating to the financial position of the Corporation and its affiliates or the reporting related thereto as the Board may from time to time see fit; and

• (d) perform any other activities consistent with this Charter, the Corporation’s Articles and governing law, as the Committee or the Board deems necessary or appropriate.

6.0 MEETINGS

6.1 The Chairman will appoint a secretary who will keep minutes of all meetings (the “Secretary”). The Secretary does not have to be a member of the Committee or a director and can be changed by simple notice from the Chair.

• 6.2 No business shall be transacted by the Committee unless a quorum of the Committee is present or the business is transacted by resolution in writing signed by all members of the Committee. A majority of the Committee shall constitute a quorum, provided that if the number of members of the Committee is an even number, one half of the number of members plus one shall constitute a quorum.

• 6.3 The Committee shall meet often as it deems necessary to carry out its responsibilities but not less frequently than quarterly.

• 6.4 The time at which, and the place where the meetings of the Committee shall be held, and the procedure in all respects of such meetings shall be determined by the Committee, unless otherwise provided for in the Articles of NOBELIUM TECH CORP. or otherwise determined by resolution of the Board.

• 6.5 Meetings may be held in person, by teleconferencing or by videoconferencing. 6.6 Any decision made by the Committee shall be determined by a majority vote of the members of the Committee present. A member will be deemed to have consented to any resolution passed or action taken at a meeting of the Committee unless the member dissents.

• 6.7 Minutes of the Committee will be kept by the Secretary. The approved minutes of the Committee shall be circulated to the Board forthwith and shall be duly entered in the books of NOBELIUM TECH CORP.

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7.0 ACCESS TO MANAGEMENT AND OUTSIDE ADVISORS

• 7.1 The Committee shall have full, free and unrestricted access to management and employees and to the relevant books and records of NOBELIUM TECH CORP.

• 7.2 The Committee may invite such other persons (eg. the CEO, CFO, Controller) to its meetings, as it deems necessary.

• 7.3 The Committee shall have the authority to:

• (a) retain independent legal, accounting or other relevant advisors as it may deem necessary or appropriate to allow it to discharge its responsibilities;

• (b) set and pay the compensation of any such advisors, at the expense of NOBELIUM TECH CORP.; and

• (c) to communicate directly with the internal and external auditor.

7.4

• Any advisors retained shall report directly to the Committee.

8.0 REPORTING REQUIREMENTS

8.1 The Committee shall make regular reports to the Board, through the Chair, following meetings of the Committee.

9.0 ANNUAL REVIEW AND ASSESSMENT

9.1 The Committee shall review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

• 9.2 The Committee shall review its own performance annually and report to the Board.

10.0 REMUNERATION

10.1 The members of the Committee shall be entitled to receive such remuneration for acting as a member of the Committee as the Board may from time to time determine.

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ADDENDUM "A”

NOBELIUM TECH CORP.

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

PROCEDURES FOR SUBMISSIONS OF COMPLAINTS RELATING TO ACCOUNTING MATTERS OR FRAUD

WHISTLEBLOWER POLICY

1. The Corporation shall inform all directors, employees and consultants in writing, e-mail or such other means that is disseminated to all employees at least annually, of the officer (the “Complaints Officer”) designated from time to time by the Audit Committee to whom complaints and submissions can be made regarding accounting, internal accounting controls or auditing matters or issues of concern regarding questionable accounting or auditing matters, and any matters which relate to fraud against shareholders.

2. The Complaints Officer shall be informed that any complaints or submissions so received must be kept confidential and that the identity of employees making complaints or submissions shall be kept confidential and shall only be communicated to the Audit Committee or the Chairman of the Committee.

3. The Complaints Officer shall be informed that he or she must report to the Committee as frequently as such Complaints Officer deems appropriate, but in any event no less frequently than on a quarterly basis prior to the quarterly meeting of the Committee called to approve interim and annual financial statements of the Corporation.

4. Upon receipt of a report from the Complaints Officer, the Committee shall discuss the report and take such steps as the Committee may deem appropriate.

5. The Complaints Officer shall retain a record of a complaint or submission received for a period of six years following resolution of the complaint or submission.

6. The Complaints Officer will be:

Chairman of the Board NOBELIUM TECH CORP. Purdy’s Wharf Tower 2, Suite 2108 1969 Upper Water Street Halifax, Nova Scotia B3J 3R7

Tel: 902-492-0298

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SCHEDULE “B” BY-LAW NO. 1A

BY-LAW NO. 1A

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

NOBELIUM TECH CORP.

(the " Corporation ")

CONTENTS

One Interpretation Two Directors Three Committees Four Officers Five Protection of Directors, Officers and Others Six Meetings of Shareholders Seven Securities Eight Dividends and Rights Nine Notices Ten Borrowing Powers of the Directors Eleven Business of the Corporation Twelve Paramountcy of Unanimous Shareholder Agreement

BE IT ENACTED as a by-law of the Corporation as follows:

INTERPRETATION

Definitions. In this by-law, unless the context otherwise requires:

• " Act " means the Canada Business Corporations Act , and includes the regulations to it, and every other statute incorporated in it or amending it, or any statute substituted for it, and in the case of such substitution the reference in the by-laws of the Corporation to non-existing statutes shall be read as referring to the substituted provisions in the new statute;

• " articles " means the articles of the Corporation;

• " board " means the board of directors of the Corporation;

words and expressions defined in the Act shall have the same meaning when used in this by-law;

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the singular shall include the plural and the plural shall include the singular; and

the word " person " shall include individuals, firms and corporations, and the masculine gender shall include the feminine and neuter genders.

DIRECTORS

Powers. Subject to any unanimous shareholder agreement, the board shall manage or supervise the management of the affairs and business of the Corporation. So long as a quorum of directors remains in office no vacancy or vacancies in the board shall affect the power of the continuing directors to act.

Duties. A director shall discharge his or her duties as a director, including his or her duties as a member of any committee of the board upon which he or she may serve, honestly and in good faith, with a view to the best interests of the Corporation, and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

In performing his or her duties, a director shall be entitled to rely in good faith on:

financial statements of the corporation represented to the director by an officer of the corporation or in a written report of the auditor of the corporation fairly to reflect the financial condition of the corporation; or

• a report of a person whose profession lends credibility to a statement made by the professional person.

Number, Quorum and Resident Canadian Directors Present. Subject to the articles, the board shall consist of not fewer than the minimum number and not more than the maximum number of directors provided in the articles.

If the number of directors is one or two, all of the directors constitute a quorum at a meeting of the board. If the number of directors is three, four or five directors, a majority of the directors constitute a quorum at a meeting of the board. Otherwise, such a quorum consists of the next whole number not less than two-fifths (2/5ths) of the number of directors.

Subject to the limitations in the Act, the board may change the foregoing quorum requirements.

Subject to the Act, the board shall not transact business at a meeting, other than filling a vacancy in the board, unless at least twenty-five (25%) of the directors present are resident Canadians, or if the Corporation has fewer than four directors, at least one of the directors present is a resident Canadian, except where:

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• (a) a resident Canadian director who is unable to be present approves in writing, or by telephonic, electronic or other communication facility, the business transacted at the meeting; and

• (b) the required number of resident Canadians would have been present had that director been present at the meeting.

Qualification and Resident Canadians. No person shall be qualified for election as a director if he or she: (i) is less than eighteen years of age; (ii) is of unsound mind and has been so found by a court in Canada or elsewhere; (iii) is not an individual; (iv) has the status of a bankrupt or (v) is not qualified in accordance with the Act. A director need not be a shareholder.

Subject to the Act, at least twenty-five per cent (25%) of the directors shall be resident Canadians provided that if the number of directors is less than four at least one director shall be a resident Canadian, but if the Corporation has only one or two directors, that director or one of the two directors, as the case may be, must be a resident Canadian.

Election and Term of Office. Unless the articles or any unanimous shareholder agreement otherwise provides, the directors shall be elected yearly at the annual meeting of the shareholders and shall hold office until the annual meeting next following. The whole board shall be elected at each annual meeting and all the directors then in office shall retire, but, if qualified, shall be eligible for re-election. The election may be by a show of hands or by resolution of the shareholders unless a ballot be demanded by any shareholder. If after nomination there is no contest for election, the persons nominated may be elected by declaration of the chair to that effect. If an election of directors is not held at the proper time, the directors then in office shall continue in office until their successors are elected or appointed.

Vacancies. Subject to the Act, a quorum of the board may fill a vacancy in the board, except a vacancy resulting from an increase in the number of directors or in the maximum number of directors or from a failure of the shareholders to elect the number of directors required to be elected at any meeting of shareholders. In the absence of a quorum of the board, or if the vacancy has arisen from the failure of the shareholders to elect the number of directors required by the articles, or if the vacancy has resulted from an increase in the number of directors or in the maximum number of directors, the board shall forthwith call a special meeting of shareholders to fill the vacancy. If the board fails to call such a meeting or if there are no such directors, then in office, any shareholder may call such meeting. A director appointed or elected to fill a vacancy holds office for the unexpired term of his or her predecessor.

Vacation of Office. A director ceases to hold office when: (i) the director dies; (ii) the director is removed from office by the shareholders; (iii) the director ceases to be qualified for election as a director; or (iv) the director's written resignation is received by the Corporation provided if a time subsequent to its date of receipt by the Corporation is specified in such written resignation the resignation shall become effective at the time so specified. Until the first meeting of

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shareholders, no director named in the articles shall be permitted to resign from office unless at the time the resignation is to become effective a successor is elected or appointed.

Removal of Directors. Subject to the provisions of the Act and any unanimous shareholder agreement, the shareholders may by resolution passed at an annual or special meeting remove any director before the expiration of the director's term of office and the vacancy created by such removal may be filled at the same meeting failing which it may be filled by the directors pursuant to Section 2.6 of this by-law.

Place of Meetings. Meetings of the board may be held at any place within or outside Canada. The board need not hold any meetings within Canada.

Calling of Meetings. Subject to any unanimous shareholder agreement, meetings of the board may be held at any time without formal notice being given if all the directors are present, or if a quorum is present and those directors who are absent signify their consent to the holding of the meeting in their absence. Any resolution passed, or proceeding had, or action taken at such meeting shall be as valid and effectual as if it had been passed at or had been taken at a meeting duly called and constituted.

Subject to the Act, no notice of a meeting of the board shall be necessary if the meeting is the first meeting of the board held immediately following a meeting of shareholders at which such board was elected or if the meeting of the board is a meeting which follows immediately upon a meeting of shareholders at which a director was appointed to fill a vacancy on the board, provided at any such meeting of the board a quorum of directors is present.

Notice of Meeting. The Chair, the President or a Vice-President who is a director or any two directors may at any time by notice call a meeting of the board. Such notice shall be given in the manner provided in Section 9.1 to each director not less than forty-eight (48) hours before the time when the meeting is to be held. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified. A director may in any manner and at any time waive notice of or otherwise consent to a meeting of the board. Attendance of a director at such a meeting is a waiver of notice of meeting except where the attendance is for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called.

Adjourned Meeting. Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting or the adjourned meeting preceding the applicable adjourned meeting, if the original meeting is adjourned on more than one occasion.

Regular Meetings. The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after

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being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.

Chair. Subject to Section 4.2 hereof, the chair of any meeting of the board shall be the President and, in the President's absence, a director who is a Vice-President present at the meeting. If no such officer is present, the directors present shall choose one of their number to be chair.

Voting at Meetings. Questions arising at any meeting of the board shall be decided by a majority of votes. In the case of an equality of votes, the chair of the meeting, in addition to his or her original vote, shall not have a second or casting vote. A director of the Corporation who is present at a meeting of the board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting to holding it or transacting specified business or he votes against such action or abstains from voting in respect thereto.

Resolution in Writing. A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or a committee of the board, is as valid as if it had been passed at a meeting of the board or a committee of directors.

Meetings by Electronic Means. If all the directors consent, a meeting of the board or of a committee of the board may be held by means of such telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, and a director participating in such a meeting by such means is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and of committees of the board held while a director holds office.

Interest of Directors and Officers in Contracts. Provided the applicable director or officer shall have complied with the applicable requirements of the Act in respect of disclosure of interest and otherwise, no director or officer shall be disqualified by his or her office from contracting with the Corporation nor shall any contract or arrangement entered into by or on behalf of the Corporation with any director or officer or in which any director or officer is in any way interested be liable to be voided nor shall any director or officer so contracting or being so interested be liable to account to the Corporation for any profit realized by any such contract or arrangement by reason of such director's or officer's holding that office or of the fiduciary relationship thereby established.

COMMITTEES

Committees of Directors. . The board shall establish an audit committee and may, by majority resolution, establish such other standing and special purpose committees as it shall from time to time deem appropriate. The board shall determine the mandate, authority and composition

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of such committees and shall appoint the chair of each committee. The board may, by majority resolution, terminate the existence of any committee.

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

Procedure. Unless otherwise determined by the board, each committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chair and to regulate its procedure.

OFFICERS

Appointment. Subject to the Act, this by-law, any other by-laws of the Corporation and any unanimous shareholder agreement:

the board may designate the offices of the Corporation, appoint officers, specify their duties and delegate to them powers to manage the business and affairs of the Corporation;

a director may be appointed to any office of the Corporation; and

two or more offices of the Corporation may be held by the same person.

Chair of the Board. The directors may from time to time appoint a Chair of the board who shall be a director. The Chair of the board shall provide leadership to the board with respect to its functions and such other governance leadership as may be appropriate. The Chair of the board shall act as chair of all directors and shareholders meetings at which the Chair is present. During the absence or disability of the Chair of the board, the Chair's duties shall be performed and his powers exercised by the managing director, if any, or by the President. The Chair shall, subject to the provisions of the Act, have such other powers and duties as the board may specify.

The President. The President shall be the chief executive officer of the Corporation and, subject to the authority of the board, shall be charged with the general supervision of the business and affairs of the Corporation. The President shall be ex officio a member of all standing committees and, if no Chair of the board has been appointed, or if appointed is not present, chair of all meetings of shareholders and of all meetings of directors of the Corporation, if a director. The President shall perform all duties incident to such office and shall have such other powers and duties as may from time to time be assigned by the board.

Vice-President. Each Vice-President, if any shall perform such duties and exercise such powers as the President may from time-to-time delegate to the Vice-President or as the board may prescribe. Subject to board’s, discretion to prescribe the duties of a Vice-President and the President’s ability to delegate certain duties or powers to a Vice-President, during the absence

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or disability of the President, the President's duties may be performed and the President's powers may be exercised by the Vice-President, or if there are more than one, by the VicePresidents in order of seniority (as determined by the board), save that no Vice-President shall preside at a meeting of the board or at a meeting of shareholders who is not qualified to attend the meeting as a director or shareholder, as the case may be. If a Vice-President exercises any such duty or power, the absence or disability of the President shall be presumed with reference thereto.

Secretary. The Secretary shall perform such duties as may from time to time be prescribed by the board. Subject to the board’s discretion to prescribe the duties of the Secretary, the Secretary shall give, or cause to be given, all notices required to be given to shareholders, directors, auditors and members of committees provided that the validity of any notice shall not be affected by reason only of the fact that it is sent by some person other than the Secretary. The Secretary shall attend all meetings of the board and of the shareholders and shall enter or cause to be entered in books kept for that purpose minutes of all proceedings at such meetings.

Treasurer. The Treasurer shall perform such duties as may from time to time be prescribed by the board. Subject to the board’s discretion to prescribe the duties of the Treasurer, the Treasurer shall keep or cause to be kept proper books of account and accounting records with respect to all financial and other transactions of the Corporation and, under the direction of the board, shall control the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation. The Treasurer shall render to the board at the meetings thereof, or whenever required of the Treasurer, an account of all his or her transactions as Treasurer and of the financial position of the Corporation.

Power and Duties of Other Officers. The powers and duties of all other officers shall be such as the terms of their engagement call for or as the board may specify. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board otherwise directs.

Duties may be Delegated. In case of the absence or inability to act of the President, a VicePresident or any other officer of the Corporation or for any other reason that the board may deem sufficient, the board may delegate all or any of the powers of such officer to any other officer or to any director for the time being.

Remuneration and Removal. The board may determine the remuneration to be paid to the directors, officers, agents and employees of the Corporation. Any officer, agent or employee of the Corporation may receive such remuneration as may be determined notwithstanding the fact that he or she is a director or shareholder of the Corporation. The board may award special remuneration to any officer of the Corporation undertaking any special work or service for, or undertaking any special mission on behalf of the Corporation other than routine work ordinarily required of such office. If any director or officer of the Corporation shall be employed by or shall perform services for the Corporation otherwise than as a director or officer or shall be a member of a firm or a shareholder, director or officer of a corporation which is employed by or

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performs services for the Corporation, the fact of his or her being a director or officer of the Corporation shall not disentitle such director or officer or such firm or corporation, as the case may be, from receiving proper remuneration for such services. All officers, in the absence of written agreement to the contrary, shall be subject to removal by the board at any time with or without cause. Until such removal each officer shall hold office until his or her successor is elected or appointed or until his or her earlier resignation.

Agents and Attorneys. The board shall have power to appoint, from time to time, agents or attorneys for the Corporation in or out of Canada with such powers of management or otherwise (including the power to sub-delegate) as may be thought fit.

Fidelity Bonds. The board may require such officers, employees and agents of the Corporation as the board deems advisable to furnish bonds for the faithful discharge of their duties, in such form and with such surety as the board may from time to time prescribe, but no director shall be liable for failure to require any bond or for the insufficiency of any bond or for any loss by reason of the failure of the Corporation to receive any indemnity thereby provided.

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

Protection of Directors and Officers. Except as otherwise specifically provided in the Act, no director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the board for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any monies, securities or effects of the Corporation shall be deposited, or for any loss, conversion, misapplication or misappropriation of or damage resulting from any dealings with any monies, securities or other assets belonging to the Corporation or for any loss occasioned by any error of judgment or oversight on his or her part or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her office or in relation thereto, unless the same shall happen by failure to exercise the powers and to discharge the duties of his or her office honestly and in good faith with a view to the best interests of the Corporation and in connection therewith to exercise that degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

The board is hereby authorized to cause the Corporation to give indemnities to any director or other person who has undertaken or is about to undertake any liability on behalf of the Corporation and to secure such director or other person against loss by mortgage and charge upon the whole or any part of the real and personal property of the Corporation by way of security. Any action from time to time taken by the board under this paragraph shall not require approval or confirmation by the shareholders.

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Indemnity. Subject to the limitations contained in the Act, the Corporation shall indemnify each past, present and future director and officer of the Corporation, and each individual who is now or may hereafter be, acting or have heretofore acted, at the Corporation's request, as a director or officer or in a similar capacity of another entity and his or her heirs and legal representatives (each an " Indemnified Person "), against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal, administrative, investigative or other proceeding in which he or she is involved because of that association with the Corporation or entity, if:

the Indemnified Person acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the Indemnified Person acted as a director or officer or in a similar capacity at the Corporation’s request; and

in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Person had reasonable grounds for believing that his or her conduct was lawful.

Subject to the limitations contained in the Act, if any, the Corporation may advance money to each Indemnified Person for the costs, charges and expenses of a proceeding referred to above, provided that the Indemnified Person shall repay the money if he or she did not fulfill the conditions in paragraphs (a) and (b) above.

Additional Circumstances. The Corporation shall also indemnify Indemnified Persons in such other circumstances as the Act or law permits or requires. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.

Insurance. Subject to the limitations contained in the Act, the Corporation may purchase and maintain such insurance for the benefit of each Indemnified Person against any liability incurred by the Indemnified Person in his or her capacity as a director or officer of the Corporation, or in his or her capacity as a director or officer, or a similar capacity, of any other entity, if he or she acts or acted in that capacity at the Corporation's request, as the board may determine.

MEETINGS OF SHAREHOLDERS

Annual Meeting. Subject to the articles and any unanimous shareholder agreement, the annual meeting of the shareholders shall be held at any place within Canada on such day and at such time as the board, may determine, for the purpose of hearing and receiving the reports and statements required by the Act to be read to and laid before shareholders at an annual meeting, electing directors, appointing the auditor and fixing or authorizing the board to fix the auditor's remuneration, and for the transaction of such other business as may properly be brought before the meeting.

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Special Meetings. Subject to the articles and any unanimous shareholder agreement, the board shall have the power at any time to call a special meeting of shareholders to be held at such time on such day and at any place within Canada as may be determined by the board. The phrase "special meeting of the shareholders" wherever it occurs in this by-law shall include a meeting of any class or classes of shareholders, and the phrase "meeting of shareholders" wherever it occurs in this by-law shall mean and include an annual meeting of shareholders and a special meeting of shareholders.

Notwithstanding Section 6.1 and the foregoing provisions of this Section 6.2, any meeting of the shareholders may be held outside Canada if all shareholders entitled to vote at such meeting so agree.

Notice of Meetings. Notice of the time and place of each meeting of shareholders shall be given in the manner provided in Section 9.1, and not less than twenty-one (21) days, and in any event, not more than sixty (60) days before the date on which the meeting is to be held, to the auditor of the Corporation, to the directors of the Corporation and to each shareholder of record at the close of business on the day on which the notice is given who is entered on the securities register of the Corporation as the holder of one or more shares carrying the right to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration of the financial statements and auditor's report, election of directors and reappointment of the incumbent auditor shall state the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and shall state the text of any special resolution to be submitted to the meeting.

List of Shareholders Entitled to Notice. For every meeting of shareholders, the Corporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each shareholder. If a record date for the meeting is fixed pursuant to Section 6.5, the shareholders listed shall be those registered at the close of business on a day not later than ten (10) days after such record date. If no record date is fixed, the shareholders listed shall be those registered at the close of business on the day immediately preceding the day on which notice of the meeting is given, or where no such notice is given, the day on which the meeting is held. The list shall be available for examination by any shareholder during usual business hours at the registered office of the Corporation or at the place where the securities register is kept and at the place where the meeting is held.

Record Date for Notice. The board may fix in advance a record date, preceding the date of any meeting of shareholders by not more than sixty (60) days and not less than twenty-one (21) days, for the determination of the shareholders entitled to notice of the meeting, provided that notice of any such record date is given not less than seven (7) days before such record date, by newspaper advertisement in the manner provided in the Act and by written notice to each stock exchange in Canada on which the shares of the corporation are listed for trading. If no record date is so fixed, the record date for the determination of the shareholders entitled to

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notice of the meeting shall be the close of business on the day immediately preceding the day on which the notice is given.

Waiving Notice. A shareholder and any other person entitled to attend a meeting of shareholders may in any manner and at any time waive notice of a meeting of shareholders, and attendance of any such person at a meeting of shareholders is a waiver of notice of the meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

Persons Entitled to be Present. The only persons entitled to be present at a meeting of the shareholders shall be those entitled to vote thereat, the directors and auditors of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act, the articles or by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting.

Quorum. A quorum for the transaction of business at any meeting of shareholders shall be two persons present in person, each being a shareholder entitled to vote thereat, or a duly appointed proxy or proxyholder for an absent shareholder so entitled, holding or representing in the aggregate not less than 10% of the issued shares of the Corporation enjoying voting rights at such meeting.

Right to Vote. Subject to the Act and the articles, each person registered as a shareholder of the Corporation at the date of any meeting of shareholders shall be entitled to one vote for each share held.

Representatives. An executor, administrator, committee of a mentally incompetent person, guardian or trustee and where a body corporate is such executor, administrator, committee, guardian or trustee, any person duly appointed by proxy for such body corporate, upon filing with the secretary of the meeting sufficient proof of his appointment, shall represent the shares of the testator, intestate, mentally incompetent person, ward or cestui que trust in his or its stead at all meetings of the shareholders of the Corporation and may vote accordingly as a shareholder in the same manner and to the same extent as the shareholder of record. If there be more than one executor, administrator, committee, guardian or trustee, the provisions of clause 6.12 shall apply.

Proxies. Every shareholder, including a shareholder that is a body corporate, entitled to vote at a meeting of shareholders may by means of a proxy appoint a person, who need not be a shareholder, as his nominee to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy.

Subject to the Act, a proxy shall be executed by the shareholder or the shareholder's attorney authorized in writing or, if the shareholder is a body corporate by an officer or attorney thereof duly authorized.

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A proxy may be in any form which may be prescribed by the board or which the chair of the meeting may accept as sufficient, provided that such form complies with the provisions of the Act.

Proxies shall be deposited with the secretary of the meeting before any vote is cast under the authority thereof or at such earlier time and in such manner as the board may prescribe in accordance with the provisions of the Act. A proxy in the form of a facsimile transmission may also be so deposited.

Joint Shareholders. Where two or more persons hold the same share or shares jointly, any one of such persons present at a meeting of shareholders has the right in the absence of the other or others to vote in respect of such share or shares, but, if more than one of such persons are present or represented by proxy and vote, they shall vote together as one on the share or shares jointly held by them.

Scrutineer. At each meeting of shareholders one or more scrutineers may be appointed by a resolution of the meeting or by the chair with the consent of the meeting to serve at the meeting. Such scrutineers need not be shareholders of the Corporation.

Votes to Govern. Unless otherwise required by the provisions of the Act, the articles, by-laws or any unanimous shareholder agreement, at all meetings of shareholders every question shall be decided by the majority of the votes duly cast on the question.

Show of Hands. At all meetings of shareholders every question shall be decided by a show of hands unless a ballot thereon is required by the chair or be demanded by a shareholder present in person or represented by proxy and entitled to vote or unless a ballot is required under the provisions of the Act. Upon a show of hands every shareholder present in person or represented by proxy and entitled to vote shall have one vote. After a show of hands has been taken upon any question the chair may require or any shareholder present in person or represented by proxy and entitled to vote may demand a ballot thereon. Whenever a vote by show of hands has been taken upon a question, unless a ballot thereon is demanded, a declaration by the chair of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the proceedings at the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceedings in respect of the said question, and the result of the vote so taken shall be the decision of the Corporation in annual or general meeting, as the case may be, upon the question. A demand for a ballot may be withdrawn at any time prior to the taking of the ballot.

Ballots. If a ballot is required by the chair of the meeting or under the provisions of the Act or is demanded by any shareholder present in person or represented by proxy and entitled to vote and the demand be not withdrawn, a ballot upon the question shall be taken in such manner as the chair of the meeting directs. Upon a ballot each shareholder who is present in person or represented by proxy shall, unless the articles otherwise provide, be entitled to one vote for each share in respect of which the shareholder is entitled to vote at the meeting and the result

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of the ballot shall be the decision of the Corporation in annual or general meeting, as the case may be, upon the question.

Casting Vote. In case of an equality of votes at any meeting of shareholders either upon a show of hands or upon a ballot the chair of the meeting shall not be entitled to a second or casting vote.

Chair. Subject to Section 4.2, the President or, in the President's absence, a Vice-President who is a director shall preside as chair at a meeting of shareholders. If there is no President or such a Vice-President, or if at a meeting, none of them is present within fifteen minutes after the time appointed for holding of the meeting, the shareholders present shall choose a person from their number to be the Chair.

Adjournment of Meetings. The chair of any meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the same from time to time and from place to place, and no notice of such adjournment need be given to the shareholders except as required by the Act. Any business may be brought before or dealt with at an adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling such original meeting.

Resolution in Writing. Subject to the Act and any unanimous shareholder agreement, a resolution in writing signed by all of the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders unless a written statement with respect to the subject matter of the resolution is submitted by a director or the auditors in accordance with the Act.

Meeting by Electronic Means. Any person entitled to attend a meeting of shareholders may participate in the meeting, in accordance with the Act, by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility. A person participating in a meeting by such means is deemed to be present at the meeting. If the directors or shareholders call a meeting of shareholders, those directors or shareholders, as the case may be, may determine that the meeting shall be held, in accordance with the Act, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

Procedure. At all meetings of shareholders questions of procedure shall be settled by reference to such publication relating to the conduct of company meetings as shall be acceptable to the chair of the meeting.

SECURITIES

Registers. The Corporation shall keep or cause to be kept such registers of security holders and of transfers as required by the Act.

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Allotment. Subject to the provisions, if any, of the articles or any unanimous shareholder agreement, the board may from time to time allot or grant options to purchase the whole or any part of the authorized and unissued shares in the capital of the Corporation to such person or persons or class of persons as the board determines provided that no share shall be issued until it is fully paid as prescribed by the Act.

Commissions. The board may authorize the Corporation to pay a reasonable commission to any person in consideration of such person's purchasing or agreeing to purchase shares of the Corporation, whether from the corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

Share Certificates. Every holder of one or more shares of the Corporation shall be entitled, at such shareholder's option, to a share certificate, or to a non-transferable written acknowledgement of the shareholder's right to obtain a share certificate, stating the number and class or series of shares held by the shareholder as shown on the securities register. Share certificates and acknowledgements of a shareholder's right to a share certificate, respectively, shall be in such form as the board shall from time to time approve. Any share certificate shall be signed in accordance with Section 11.4 hereof, provided that, unless the board otherwise determines, certificates representing shares in respect of which a transfer agent or registrar has been appointed shall not be valid unless countersigned by or on behalf of such transfer agent or registrar. A share certificate shall be signed by at least one director or officer of the Corporation or by or on behalf of the transfer agent or registrar if there is one. Any additional signatures required may be printed or otherwise mechanically reproduced. A share certificate executed as aforesaid shall be valid notwithstanding that one of the directors or officers whose facsimile signature appears thereon no longer holds office at the date of issue of the certificate.

Replacement of Security Certificates. The board or any person designated by the board shall direct the issue of a new security certificate in lieu of and upon cancellation of a security certificate that has been mutilated or in substitution for a security certificate claimed to have been lost, apparently destroyed or wrongfully taken on payment of such fee and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board may prescribe, whether generally or in any particular case.

Transfer Agent and Registrar. The board may appoint or remove a transfer agent and a registrar (who may, but need not be the same person) and one or more branch transfer agents and registrars (who may, but need not be the same) for the securities of the Corporation and may provide for the transfer of securities in one or more places and may provide that securities will be interchangeably transferable or otherwise.

Transfer of Securities. Securities in the capital of the Corporation shall be transferable only on the register of transfers or on one of the branch registers of transfers (if any) kept by or for the Corporation in respect thereof by the registered holder of such securities in person or by attorney duly authorized in writing upon surrender for cancellation of the certificate representing such securities properly endorsed or accompanied by a properly executed

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transfer, subject to the provisions of the Act and subject to the restrictions on transfer (if any) set forth in the articles.

Corporation's Lien on Shares. If the articles provide that the Corporation has a lien on shares registered in the name of a shareholder or the shareholder's personal representative for a debt of that shareholder to the Corporation, the Corporation shall have a first and paramount lien upon all such shares whether registered solely or jointly with others for the shareholder's debts, liabilities and engagements solely or jointly with any other person, to or with the Corporation, whether the periods for payment, fulfillment or discharge thereof have actually arrived or not. Any such lien shall extend to all dividends from time to time declared in respect of such shares. Unless otherwise determined by the board, the registration of a transfer of shares shall not operate as a waiver of the Corporation's lien, if any, on such shares; however, the Corporation shall not be entitled to enforce such lien against a transferee of the shares who has no actual knowledge of it, unless such lien is noted conspicuously on such share certificate.

For the purpose of enforcing such lien, the board may sell the shares subject thereto in such manner as it thinks fit; but no sale shall be made until notice in writing of the intention to sell has been served on such shareholder or the shareholder's executors, administrators, successors or assigns, and default has been made by any of them, in payment, fulfillment or discharge of such debts, liabilities or engagements for ten days after the date after such notice is given under Section 9.1.

The net proceeds of any such sale shall be applied in or towards satisfaction of the debts, liabilities or engagements, and the residue, if any, paid to such shareholder, or the shareholder's executors, administrators, successors or assigns.

Upon any such sale in purported exercise of the powers hereinbefore given, the board may cause the purchaser's name to be entered in the register in respect of the shares sold and the purchaser shall not be bound to see to the regularity of the proceedings or to the application of the purchase money, and after his or her name has been entered in the register in respect of such shares, the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Corporation exclusively.

Refusal to Register Transfer. Except in the case of shares listed on a stock exchange recognized by the Ontario Securities Commission, the board may refuse to permit the registration of a transfer of shares in the capital of the Corporation against which the Corporation has a lien until all of the debt represented by that lien has been paid to the Corporation.

Joint Shareholders. If two or more persons are registered as joint holders of any share, any one of such persons may give effectual receipts for the certificate issued in respect thereof, and for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share, but all the joint holders of a share shall be severally as well as jointly liable for the payment of all demands payable in respect thereof.

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DIVIDENDS AND RIGHTS

Dividends. Subject to the provisions of the Act, the board may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation. Dividends may be paid in money or property or by issuing fully paid shares of the Corporation.

Dividend Cheques. A dividend payable in cash shall be paid by cheque drawn on the Corporation's bankers or one of them to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at the holder's last recorded address, unless such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded address and if more than one address appears on the books of the Corporation in respect of such joint holding the cheque shall be mailed to such of those addresses as is selected by the person mailing such cheque. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge all liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

Non-receipt of Cheques. In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation on proof of such non-receipt and upon satisfactory indemnity being given to it, shall issue to such person a replacement cheque for a like amount.

Record Date. The board may fix in advance a date preceding by not more than fifty days the date for the payment of any dividend or the date for the issue of any warrant or other evidence of right to subscribe for shares in the capital or securities of the Corporation as a record date for the determination of the persons entitled to receive payment of such dividend or to exercise the right to subscribe for such securities, as the case may be, and in every such case only such persons as shall be security holders of record at the close of business on the date so fixed shall be entitled to receive payment of such dividend or to exercise the right to subscribe for securities and to receive the warrant or other evidence in respect of such right, as the case may be, notwithstanding the transfer of any securities after any such record date fixed as aforesaid. Where no record date is fixed in advance as aforesaid, the record date for the determination of the persons entitled to receive payment of such dividend or to exercise the right to subscribe for such securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.

Unclaimed Dividends. Any dividend unclaimed after a period of six (6) years from the date on which the same was declared to be payable shall be forfeited and shall revert to the Corporation.

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NOTICES

Method of Giving. Subject to the Act and any other specific provisions of this By-Law No. 1A, any notice, communication or other document to be given by the Corporation to a shareholder, director, officer, auditor or member of a committee of the board shall be sufficiently given if:

delivered personally to the person to whom it is to be given to the latest address of such person as shown in the records of the Corporation or its transfer agent;

if sent by prepaid mail addressed to such address;

if sent to such address as noted on the records of the Corporation by any means of transmitted, recorded or electronic communication including e-mail; or

if sent by facsimile, to the latest facsimile number of the person to whom it is to be given, as shown in the records of the Corporation.

The Secretary or any person authorized by the duly appointed officers of the Corporation may change the address or facsimile number on the books of the Corporation of any shareholder in accordance with any information believed by him or her to be reliable. A notice, communication or document so delivered shall be deemed to have been received by the addressee when it is delivered personally to the address aforesaid; and a notice, communication or document so mailed shall be deemed to have been received by the addressee on the fifth day after mailing; a notice sent by any means of transmitted or recorded communication shall be deemed to have been received by the addressee when delivered to the appropriate communication company or agency or its representative for dispatch; and a notice sent by facsimile shall be deemed to have been received at the time of transmission; provided however that, notwithstanding the foregoing, in the case of any meeting of directors, verbal notice thereof shall be sufficient notice.

Computation of Time. In computing the date when notice must be given under any provision of the articles or by-laws requiring a specified number of days' notice of any meeting or other event, the period of days shall be deemed to commence the day following the date the notice was given and shall be deemed to terminate at midnight of the last day of the period, except that if the last day of the period falls on a Sunday or holiday the period shall terminate at midnight of the day next following that is not a Sunday or holiday.

Omissions and Errors. The accidental omission to give any notice to any shareholder, director, officer or auditor or the non-receipt of any notice by any shareholder, director, officer or auditor or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

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Notice to Joint Shareholders. All notices with respect to any shares registered in more than one name may, if more than one address appears on the books of the Corporation in respect of such joint holding, be given to such joint shareholders at such address so appearing as is selected by the person giving such notice, and notice so given shall be sufficient notice to all the holders of such shares.

Persons Becoming Entitled by Death or Operation of Law. Every person who by operation of law, transfer, death of a security holder or by any other means whatsoever, becomes entitled to any security, shall be bound by every notice in respect of such security which prior to the holder's name and address being entered on the books of the Corporation was duly given to the person from whom such holder derives title to such security.

On the death of any security holder (not being one of several joint holders of a security) the executors or administrators of such deceased security holder shall be the only persons recognized by the Corporation as having any title to such security.

Any person becoming entitled to a security in consequence of the death, bankruptcy or insolvency of any shareholder (herein referred to as a person entitled by transmission) shall produce to the Corporation such evidence as may be reasonably required by the board to prove such person's title and declare in writing his or her election either to be registered as a security holder in respect of the security, or instead of being registered, to make such transfer as the deceased or bankrupt person could have made.

Until any person becoming entitled to any security by transmission has complied with the terms aforesaid, the Corporation may retain any dividend or other payment declared or payable upon such security, and shall not be bound to recognize the title of the person claiming under such transmission.

Proof of Service. A certificate of the Secretary or other duly authorized officer of the Corporation in office at the time of the making of the certificate, or of any agent of the Corporation as to facts in relation to the mailing or delivery or sending of any notice to any shareholder, director, officer or auditor shall be conclusive evidence thereof and shall be binding on every shareholder, director, officer or auditor of the Corporation, as the case may be.

Waiver of Notice. Any shareholder (or the shareholder's duly appointed proxy), director, officer or auditor may waive any notice required to be given under any provision of the articles, bylaws of the Corporation, any unanimous shareholder agreement or of the Act, and such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice. Any shareholder (or his duly appointed proxy) may waive any irregularity in any meeting of shareholders.

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BORROWING POWERS OF THE DIRECTORS

Borrowing Power. Without limiting the borrowing powers of the Corporation as set forth in the Act, but subject to the provisions of the Act and any unanimous shareholder agreement, the board may on behalf of the Corporation, without authorization of the shareholders:

borrow money on the credit of the Corporation;

issue, reissue, sell or pledge debt obligations of the Corporation;

give guarantees on behalf of the Corporation to secure performance of an obligation of any person; and

mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation owned or subsequently acquired, to secure any obligation of the Corporation.

The words " debt obligations " as used in this Article 10 mean bonds, debentures, notes or other similar obligations or guarantees of such an obligation, whether secured or unsecured.

Delegation. The board may from time to time authorize any director, officer or employee of the Corporation or other person or persons, whether connected with the Corporation or not, to:

• make arrangements with reference to the monies borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof and as to the securities to be given therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional debt obligations for any monies borrowed or remaining due by the Corporation as the board may authorize and generally to manage, transact and settle the borrowing of money by the Corporation; and

• sign, execute and give on behalf of the Corporation all documents, agreements and promises necessary or desirable for the purposes aforesaid and to draw, make, accept, endorse, execute and issue cheques, promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments and the same and all renewals thereof or substitutions therefor so signed shall be binding upon the Corporation.

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BUSINESS OF THE CORPORATION

Registered Office. The registered office of the Corporation shall be in the province specified in its articles and at such place within such province initially as is specified in the notice thereof filed with the articles, and thereafter at such place within such province as the board may determine.

Corporate Seal. The corporate seal of the Corporation, if any, shall be such seal as the board may adopt.

Banking Arrangements. The banking business of the Corporation or any part thereof shall be transacted with such chartered banks, trust companies or other financial institutions as the board may determine.

Cheques on the bank accounts, drafts drawn or accepted by the Corporation, promissory notes given by it, acceptances, bills of exchange, orders for the payment of money and other instruments of a like nature may be made, signed, drawn, accepted or endorsed, as the case may be, by such officer or officers, person or persons as the board may name for that purpose.

Cheques, promissory notes, bills of exchange, orders for the payment of money and other negotiable paper may be endorsed for deposit to the credit of the Corporation's bank account by such officer or officers, person or persons, as the board may name for that purpose, or they may be endorsed for such deposit by means of a stamp bearing the Corporation's name.

1.2 Execution of Instruments. Any instruments in writing may be signed in the name of and on behalf of the Corporation by (a) the President together with any one other director or (b) any two directors, and any instrument in writing so signed shall be binding upon the Corporation without any further authorization or formality. In the event that the Corporation has only one officer and director, that person alone may sign any instruments in writing in the name of and on behalf of the Corporation. The board shall have power to appoint any officer or officers or any person or persons on behalf of the Corporation either to sign instruments in writing generally or to sign specific instruments in writing. The corporate seal, if any, may be affixed to any instruments in writing on the authority of any of the persons named in this section.

The term " instruments in writing " as used herein shall, without limiting the generality thereof, include contracts, documents, deeds, mortgages, hypothecs, charges, security interests, conveyances, transfers and assignments of property (real or personal, immovable or movable), agreements, tenders, releases, proxies, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures or other securities and all paper writings.

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Investments. In particular, without limiting the generality of the foregoing, execution as provided in Section 11.4 hereof shall be adequate to sell, assign, transfer, exchange, convert or convey any securities, rights and warrants.

Voting Securities in Other Companies. All securities carrying voting rights in any other body corporate held from time to time by the Corporation may be voted at all meetings of holders of such securities in such manner and by such person or persons as the board determines. In the absence of action by the board, the proper signing officers of the Corporation may also from time to time execute and deliver for and on behalf of the Corporation instruments of proxy and arrange for the issuance of voting certificates and other evidence of right to vote in such names as they may determine.

Custody of Securities. The board may provide for the deposit and custody of securities of the Corporation. All share certificates, bonds, debentures, debenture stock certificates, notes or other obligations or securities belonging to the Corporation, may be issued or held in the name of a nominee or nominees of the Corporation (and if issued or held in the name of more than one nominee shall be held in the names of the nominees jointly with right of survivorship) and may be endorsed in blank with endorsement guaranteed in order to enable transfers to be completed and registration to be effected.

Invalidity of Any Provisions of this By-Law. The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this bylaw.

Financial Year. The financial year of the Corporation shall terminate on such day in each year as is from time to time established by the board.

PARAMOUNTCY OF UNANIMOUS SHAREHOLDER AGREEMENT

Conflict with Unanimous Shareholder Agreement. Notwithstanding any of the provisions of the by-laws of the Corporation and subject to the Act, the by-laws of the Corporation are subject in their entirety to the provisions of any unanimous shareholder agreement. In the event of a conflict between a provision of an unanimous shareholder agreement and a provision of the bylaws of the Corporation, the provision of the unanimous shareholder agreement shall govern.

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The undersigned [Insert officer title here] , hereby certifies on behalf of the Corporation, that by a resolution of the directors of the Corporation passed at a meeting of directors held on the __ day of February, 2021, By-Law No. 1 of the Corporation was repealed and By-Law No. 1A of the Corporation was adopted.

DATED the ___ day of February, 2021.

_______ [Insert Officer signature]

The undersigned [Insert officer title here] , hereby certifies on behalf of the Corporation, that by ordinary resolution of the shareholders of the Corporation passed at a special meeting of shareholders held on the __ day of ______, 2021, the shareholders confirmed the repeal of By-Law No. 1 of the Corporation and the adoption of By-Law No. 1A.

DATED the ___ day of ______, 2021.

_______ [Insert Officer signature]

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SCHEDULE “C” OMNIBUS INCENTIVE PLAN

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NOBELIUM TECH INC. OMNIBUS INCENTIVE PLAN

Nobelium Tech Corp. (the " Corporation ") hereby establishes an omnibus incentive plan for certain qualified directors, executive officers, employees or Consultants (as defined herein) of the Corporation or any of its Subsidiaries (as defined herein).

ARTICLE 1 INTERPRETATION

Section 1.1 Definitions

Where used herein or in any amendments hereto or in any communication required or permitted to be given hereunder, the following terms shall have the following meanings, respectively, unless the context otherwise requires:

" Account " means an account maintained for each Participant on the books of the Corporation which will be credited with Awards in accordance with the terms of this Plan;

" Affiliates " has the meaning ascribed thereto in National Instrument 45-106 – Prospectus Exemptions ;

" Associate ", where used to indicate a relationship with a Participant, means (i) any domestic partner of that Participant and (ii) the spouse of that Participant and that Participant's children, as well as that Participant's relatives and that Participant's spouse's relatives, if they share that Participant's residence;

" Award " means any of an Option or RSU granted to a Participant pursuant to the terms of the Plan;

" Board " has the meaning ascribed thereto in Section 2.2(1) hereof;

" Business Day " means a day other than a Saturday, Sunday or statutory holiday, when banks are generally open for business in Toronto, Ontario for the transaction of banking business;

" Cause " has the meaning ascribed thereto in Section 5.2(1) hereof;

" Change of Control " means, unless the Board determines otherwise, the happening, in a single transaction or in a series of related transactions, of any of the following events:

• (a) any transaction (other than a transaction described in clause (c) below) pursuant to which any Person or group of Persons acting jointly or in concert acquires the direct or indirect beneficial ownership of securities of the Corporation representing 50% or more of the aggregate voting power of all of the Corporation's then issued and outstanding securities entitled to vote in the election of directors of the Corporation, other than any such acquisition that occurs upon the exercise or settlement of options or other securities granted by the Corporation under any of the Corporation's equity incentive plans;

• (b) there is consummated an arrangement, amalgamation, merger, consolidation or similar transaction involving (directly or indirectly) the Corporation and, immediately after the consummation of such arrangement, amalgamation, merger, consolidation or similar transaction, the shareholders of the Corporation immediately prior thereto do not beneficially own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving or resulting entity in such amalgamation, merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving or resulting entity in such arrangement, amalgamation, merger, consolidation or similar transaction, in each case in substantially the same proportions as their beneficial ownership of the outstanding voting securities of the Corporation immediately prior to such transaction;

• (c) the sale, lease, exchange, license or other disposition, in a single transaction or a series of related transactions, of assets, rights or properties of the Corporation or any of its subsidiaries which have an aggregate book value greater than 50% of the book value of the assets, rights and properties of the Corporation and its Subsidiaries on a consolidated basis to any other person or entity, other than a disposition to a wholly-owned Subsidiary of the Corporation in the course of a reorganization of the assets of the Corporation and its wholly-owned Subsidiaries;

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• (d) the passing of a resolution by the Board or shareholders of the Corporation to substantially liquidate the assets of the Corporation or wind up the Corporation's business or significantly rearrange its affairs in one or more transactions or series of transactions or the commencement of proceedings for such a liquidation, winding-up or re-arrangement (except where such re-arrangement is part of a bona fide reorganization of the Corporation in circumstances where the business of the Corporation is continued and the shareholdings remain substantially the same following the re-arrangement); or

• (e) individuals who, on the Effective Date, are members of the Board (the " Incumbent Board ") cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be considered as a member of the Incumbent Board;

" Consultant " means a person, other than an employee, executive officer or director of the Corporation or a Subsidiary, that provides ongoing services to the Corporation, and includes for an individual Consultant, a corporation of which the individual Consultant is an employee or shareholder, or a partnership of which the individual Consultant is an employee or partner;

" Consulting Agreement " means, with respect to any Participant, any written consulting agreement between the Corporation or a Subsidiary and such Participant;

" Corporation " means Nobelium Tech Corp., a corporation existing under the Canada Business Corporations Act as amended from time to time and to be renamed Hank pAyments Inc. upon completion of the Corporation’s Qualifying Transaction;

" Dividend Equivalent " means a cash credit equivalent in value to a dividend paid on a Share credited to a Participant's Account;

" Effective Date " means the effective date of this Plan;

" Eligibility Date " the effective date on which a Participant becomes eligible to receive long-term disability benefits (provided that, for greater certainty, such effective date shall be confirmed in writing to the Corporation by the insurance company providing such long-term disability benefits);

" Eligible Participants " means any director, executive officer, employee or Consultant of the Corporation or any of its Subsidiaries;

" Employment Agreement " means, with respect to any Participant, any written employment agreement between the Corporation or a Subsidiary and such Participant;

" Exercise Notice " means a notice in writing signed by a Participant and stating the Participant's intention to exercise a particular Award, if applicable;

" Existing Option Plan " means the Nobelium Tech Corp. Stock Option Plan first implemented July 23, 2015, including any amendments or supplements thereto made after the effective date thereof;

" Existing Option " means an option grant made under the Existing Option Plan;

" Grant Agreement " means an agreement evidencing the grant to a Participant of an Award, including an Option Agreement, a RSU Agreement, an Employment Agreement or a Consulting Agreement;

" Insider " means a "reporting insider" as defined in National Instrument 55-104 – Insider Reporting Requirements and Exemptions and includes Associates and affiliates (as such term is defined in Part 1 of the TSXV Company Manual) of such "reporting insider";

" Investor Relations Activities " has the meaning attributed thereto in the rules and policies of the TSXV as amended from time to time;

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" Management Company Employees " means an individual employed by a Person providing management services to the Corporation which are required for the on-going successful operation of the business enterprise of the Corporation, but excluding a Person engaged in Investor Relations Activities;

" Market Value " means at any date when the market value of Shares is to be determined, (i) if the Shares are listed on the TSXV, the closing price of the Shares on the TSXV for the Trading Session on the day prior to the relevant time as it relates to an Award; (ii) if the Shares are not listed on the TSXV, then as calculated in paragraph (i) by reference to the price on any other stock exchange on which the Shares are listed (if more than one, then using the exchange on which a majority of trading in the Shares occurs); or (iii) if the Shares are not listed on any stock exchange, the value as is determined solely by the Board, acting reasonably and in good faith and such determination shall be conclusive and binding on all Persons;

" Non-Employee Director " means a member of the Board of Directors who is not otherwise an employee or executive officer of the Corporation or a Subsidiary;

"Notice of Redemption" means a notice in the form attached as Exhibit D to this Plan that may be delivered by a Participant to the Corporation as specified in Section 5 hereof, pursuant to which the Participant may, subject to the terms of the applicable RSU Agreement, request a redemption of all or a portion of the Participant's vested RSUs during a Restriction Period;

" Option " means an option granted by the Corporation to a Participant entitling such Participant to acquire a designated number of Shares from treasury at the Option Price, but subject to the provisions hereof;

" Option Agreement " means a written agreement between the Corporation and a Participant evidencing the grant of Options and the terms and conditions thereof, a form of which is attached hereto as Exhibit A;

" Option Price " has the meaning ascribed thereto in Section 3.2 hereof;

" Option Term " has the meaning ascribed thereto in Section 3.4 hereof;

" Outstanding Issue " means the number of Shares that are outstanding as at a specified time, on a non- diluted basis;

" Participants " means Eligible Participants that are granted Awards under the Plan;

" Performance Criteria " means specified criteria, other than the mere continuation of employment or the mere passage of time, the satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Award;

" Performance Period " means the period determined by the Board at the time any Award is granted or at any time thereafter during which any Performance Criteria and any other vesting conditions specified by the Board with respect to such Award are to be measured;

" Person " means an individual, corporation, company, cooperative, partnership, trust, unincorporated association, entity with juridical personality or governmental authority or body, and pronouns which refer to a Person shall have a similarly extended meaning;

" Plan " means this Hank Payments Inc. Omnibus Incentive Plan, including any amendments or supplements hereto made after the effective date hereof;

" Restriction Period " means the period determined by the Board pursuant to Section 4.4 hereof;

" RSU " or " Restricted Share Unit " means a right awarded to a Participant to receive a payment in the form of Shares as provided in Article 4 hereof and subject to the terms and conditions of this Plan;

" RSU Agreement " means a written agreement between the Corporation and a Participant evidencing the grant of RSUs and the terms and conditions thereof, a form of which is attached hereto as Exhibit C;

"RSU Cash Equivalent " means the amount of money equal to the Market Value multiplied by the number of vested RSUs of a Participant that are to be redeemed for cash pursuant to a unilateral election by such Participant in a Notice of Redemption;

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" Shares " means the common shares in the share capital of the Corporation;

" Share Compensation Arrangement " means a stock option, stock option plan, employee stock purchase plan, longterm incentive plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares from treasury, including a share purchase from treasury by a full-time employee, director, officer, Insider, or Consultant which is financially assisted by the Corporation or a Subsidiary by way of a loan, guarantee or otherwise;

" Stock Exchange " means the TSXV or if the Shares are not listed or posted for trading on any of such stock exchanges at a particular date, any other stock exchange on which the majority of the trading volume and value of the Shares are listed or posted for trading;

" Subsidiary " means a corporation, company or partnership that is controlled, directly or indirectly, by the Corporation;

" Tax Act " means the Income Tax Act (Canada) and its regulations thereunder, as amended from time to time;

" Tax Obligations " means the aggregate amount of all withholdings, source deductions and similar amounts required under any governing tax law with respect to the redemption of a RSU, including amounts funded by the Corporation on behalf of previous withholding tax, source deduction or similar payments and owed by the Participant to the Corporation, as applicable (which Tax Obligations are to be determined by the Corporation in its sole discretion);

" Termination Date " means (i) in the event of a Participant's resignation, the date on which such Participant ceases to be a director, executive officer, employee or Consultant of the Corporation or one of its Subsidiaries and (ii) in the event of the termination of the Participant's employment, or position as director, executive or officer of the Corporation or a Subsidiary, or Consultant, the effective date of the termination as specified in the notice of termination provided to the Participant by the Corporation or the Subsidiary, as the case may be;

" Termination of Service " means that a Participant has ceased to be an Eligible Participant;

" Trading Session " means a trading session on a day which the applicable Stock Exchange is open for trading;

" TSXV " means the TSXV Venture Exchange;

" US Tax Code " means the United States' Internal Revenue Code of 1986, as amended;

" US Taxpayer " means a Participant who is a US citizen, US permanent resident or other person who is subject to taxation on their income under the US Tax Code; and

" Vested Awards " has the meaning described thereto in Section 5.2(5) hereof.

Section 1.2 Interpretation

• (1) Whenever the Board is to exercise discretion or authority in the administration of the terms and conditions of this Plan, the term "discretion" or "authority" means the sole and absolute discretion of the Board.

• (2) The provision of a table of contents, the division of this Plan into Articles, Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect the interpretation of this Plan.

• (3) In this Plan, words importing the singular shall include the plural, and vice versa and words importing any gender include any other gender.

• (4) The words "including", "includes" and "include" and any derivatives of such words mean "including (or includes or include) without limitation". As used herein, the expressions "Article", "Section" and other subdivision followed by a number, mean and refer to the specified Article, Section or other subdivision of this Plan, respectively.

• (5) Unless otherwise specified in the Participant's Grant Agreement, all references to money amounts are to Canadian currency.

• (6) For purposes of this Plan, the legal representatives of a Participant shall only include the administrator, the executor or the liquidator of the Participant's estate or will.

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• (7) If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Plan, then the first day of the period is not counted, but the day of its expiry is counted.

ARTICLE 2

PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS

Section 2.1 Purpose of the Plan

The purpose of the Plan is to permit the Corporation to grant Awards to Eligible Participants, subject to certain conditions as hereinafter set forth, for the following purposes:

• (a) to increase the interest in the Corporation's welfare of those Eligible Participants, who share responsibility for the management, growth and protection of the business of the Corporation or a Subsidiary;

• (b) to provide an incentive to such Eligible Participants to continue their services for the Corporation or a Subsidiary and to encourage such Eligible Participants whose skills, performance and loyalty to the objectives and interests of the Corporation or a Subsidiary are necessary or essential to its success, image, reputation or activities;

• (c) to reward Participants for their performance of services while working for the Corporation or a Subsidiary; and

• (d) to provide a means through which the Corporation or a Subsidiary may attract and retain able Persons to enter its employment or service.

Section 2.2 Implementation and Administration of the Plan

• (1) The Plan shall be administered and interpreted by the board of directors of the Corporation (the " Board ") or, if the Board by resolution so decides, by a committee or plan administrator appointed by the Board. If such committee or plan administrator is appointed for this purpose, all references to the "Board" herein will be deemed references to such committee or plan administrator. Nothing contained herein shall prevent the Board from adopting other or additional Share Compensation Arrangements or other compensation arrangements, subject to any required approval.

• (2) Subject to Article 6 and any applicable rules of a Stock Exchange, the Board may, from time to time, as it may deem expedient, adopt, amend and rescind rules and regulations or vary the terms of this Plan and/or any Award hereunder for carrying out the provisions and purposes of the Plan and/or to address tax or other requirements of any applicable jurisdiction.

• (3) Subject to the provisions of this Plan, the Board is authorized, in its sole discretion, to make such determinations under, and such interpretations of, and take such steps and actions in connection with, the proper administration and operations of the Plan as it may deem necessary or advisable. The Board may delegate to officers or managers of the Corporation, or committees thereof, the authority, subject to such terms as the Board shall determine, to perform such functions, in whole or in part. Any such delegation by the Board may be revoked at any time at the Board's sole discretion. The interpretation, administration, construction and application of the Plan and any provisions hereof made by the Board, or by any officer, manager, committee or any other Person to which the Board delegated authority to perform such functions, shall be final and binding on the Corporation, its Subsidiaries and all Eligible Participants.

• (4) No member of the Board or any Person acting pursuant to authority delegated by the Board hereunder shall be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of the Plan or any Award granted hereunder. Members of the Board or and any person acting at the direction or on behalf of the Board, shall, to the extent permitted by law, be fully indemnified and protected by the Corporation with respect to any such action or determination.

• (5) The Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issuance of any Shares or any other securities in the capital of the Corporation. For greater clarity, the Corporation shall not by virtue of this Plan be in any way restricted from declaring and paying stock dividends, repurchasing Shares or varying or amending its share capital or corporate structure.

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Section 2.3 Participation in this Plan

• (1) The Corporation makes no representation or warranty as to the future market value of the Shares or with respect to any income tax matters affecting any Participant resulting from the grant of an Award, the exercise of an Option or transactions in the Shares or otherwise in respect of participation under the Plan. Neither the Corporation, nor any of its directors, officers, employees, shareholders or agents shall be liable for anything done or omitted to be done by such Person or any other Person with respect to the price, time, quantity or other conditions and circumstances of the issuance of Shares hereunder, or in any other manner related to the Plan. For greater certainty, no amount will be paid to, or in respect of, a Participant under the Plan or pursuant to any other arrangement, and no additional Awards will be granted to such Participant to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose. The Corporation and its Subsidiaries do not assume and shall not have responsibility for the income or other tax consequences resulting to any Participant and each Participant is advised to consult with his or her own tax advisors.

• (2) Participants (and their legal representatives) shall have no legal or equitable right, claim, or interest in any specific property or asset of the Corporation or any of its Subsidiaries. No asset of the Corporation or any of its Subsidiaries shall be held in any way as collateral security for the fulfillment of the obligations of the Corporation or any of its Subsidiaries under this Plan. Unless otherwise determined by the Board, this Plan shall be unfunded. To the extent any Participant or his or her estate holds any rights by virtue of a grant of Awards under this Plan, such rights (unless otherwise determined by the Board) shall be no greater than the rights of an unsecured creditor of the Corporation.

• (3) Unless otherwise determined by the Board, the Corporation shall not offer financial assistance to any Participant in regards to the exercise of any Award granted under this Plan.

• (4) The Board may only grant Awards to an Employee, Consultant or Management Company Employee if such Employee, Consultant or Management Company Employee is a bona fide Employee, Consultant or Management Company Employee of the Corporation or a subsidiary of the Corporation, as the case may be.

Section 2.4 Shares Subject to the Plan

• (1) Subject to adjustment pursuant to provisions of Article 6 hereof, the total number of Shares reserved and available for grant and issuance pursuant to Options (including Existing Options under the Existing Option Plan) shall not exceed the number of Shares equal to 10% of the total issued and outstanding Shares of the Corporation at the time of closing of the Corporation’s Qualifying Transaction (the “ Option Limit ”).

• (2) Subject to adjustment pursuant to provisions of Article 6 hereof, the total number of Shares available for issuance from treasury under the Plan pursuant to RSUs will be [insert actual number of Shares], which is equal to 10% of the issued and outstanding Shares on the date the Corporation’s Shares are listed for trading on the TSXV, (the “ RSU Limit ”, together with the Option Limit, the “ Limit ”). Shares of the Corporation covered by RSUs that are settled by the Corporation shall not be available for grant again under the Plan unless approval of the RSU Limit is received by the TSXV and shareholders in accordance with Section 6.3.

• (3) Subject to adjustment pursuant to provisions of Article 6 hereof, the maximum number of Shares which may be reserved for issuance under the Plan, together any other Share Compensation Arrangement, may not exceed [insert actual number of Shares], which is equal to 20% of the issued and outstanding Shares on the date the Corporation’s Shares are listed for trading on the TSXV. No Award that can be settled in Shares issued from treasury may be granted if such grant would have the effect of causing the total number of Shares subject to such Award to exceed the abovenoted total numbers of Shares reserved for issuance pursuant to the settlement of Awards.

• (4) No new grants of Options will be made under the Existing Option Plan. Existing Options already granted under the Existing Option Plan will remain outstanding and governed by the terms of the Existing Option Plan.

• (5) If an outstanding Award (or portion thereof) expires or is forfeited, surrendered, cancelled or otherwise terminated for any reason without having been exercised or settled in full, or if Shares acquired pursuant to an Award subject to forfeiture are forfeited, the Shares covered by such Award, if any, will again be available for issuance under the Plan. Shares will not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash.

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Section 2.5 Limits with Respect to Insiders, Individual Limits, Annual Grant Limits and Non-Employee Director Limits

• (1) The maximum number of the Corporation's Awards issuable to Insiders, at any time under the Plan, or when combined with all of the Corporation's other Share Compensation Arrangement, cannot exceed ten percent (10%) of the Corporation's total issued and outstanding Shares.

• (2) The maximum number of the Corporation's Awards issuable to Insiders, within any one-year period, under the Plan, or when combined with all of the Corporation's other Share Compensation Arrangement, cannot exceed ten percent (10%) of the Corporation's total issued and outstanding Shares.

• (3) The maximum number of Shares that may be made issuable pursuant to Options made to any Eligible Participant under the Plan together with any other Share Compensation Arrangement shall not exceed 5% of the issued and outstanding Shares on the grant date or within any 12-month period.

• (4) The aggregate number of Options to any one Eligible Participant that is a Consultant of the Corporation in any 12month period must not exceed 2% of the issued Shares calculated at the first such grant date.

• (5) The aggregate number of Options to all Persons retained to provide Investor Relations Activities must not exceed 2% of the issued Shares in any 12-month period calculated at the first such grant date (and including any Eligible Participant that performs Investor Relations Activities and/or whose role or duties primarily consist of Investor Relations Activities); and

• (6) Options granted to any Person retained to provide Investor Relations Activities must vest in a period of not less than 12-months from the date of grant and with no more than 25% of the Options vesting in any three month period notwithstanding any other provision of this Plan.

• (7) Restricted Share Units may not be granted to Consultants performing Investor Relations Activities.

Section 2.6 Granting of Awards

Any Award granted under the Plan shall be subject to the requirement that, if at any time counsel to the Corporation shall determine that the listing, registration or qualification of the Shares subject to such Award, if applicable, upon any stock exchange or under any law or regulation of any jurisdiction, or the consent or approval of any stock exchange or any governmental or regulatory body, is necessary as a condition of, or in connection with, the grant of such Awards or exercise of any Option or the issuance or purchase of Shares thereunder, if applicable, such Award may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval.

ARTICLE 3 OPTIONS

Section 3.1 Nature of Options

An Option is an option granted by the Corporation to a Participant entitling such Participant to acquire a designated number of Shares from treasury at the Option Price, but subject to the provisions hereof. For the avoidance of doubt, no Dividend Equivalents shall be granted in connection with an Option.

Section 3.2 Option Awards

Subject to the provisions set forth in this Plan and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive Options under the Plan, (ii) fix the number of Options, if any, to be granted to each Eligible Participant and the date or dates on which such Options shall be granted, (iii) determine the price per Share to be payable upon the exercise of each such Option (the " Option Price ") and the relevant vesting provisions (including Performance Criteria, if applicable) and the Option Term, the whole subject to the terms and conditions prescribed in this Plan or in any Option Agreement, and any applicable rules of a Stock Exchange.

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Section 3.3 Option Price

The Option Price for Shares that are the subject of any Option shall be determined and approved by the Board when such Option is granted, but shall not be less than the Market Value of such Shares at the time of the grant.

Section 3.4 Option Term

The Board shall determine, at the time of granting the particular Option, the period during which the Option is exercisable, which shall not be more than ten (10) years from the date the Option is granted (" Option Term "). Unless otherwise determined by the Board, all unexercised Options shall be cancelled at the expiry of such Options.

Section 3.5 Exercise of Options

Prior to its expiration or earlier termination in accordance with the Plan, each Option shall be exercisable at such time or times and/or pursuant to the achievement of such Performance Criteria and/or other vesting conditions as the Board at the time of granting the particular Option, may determine in its sole discretion. For greater certainty, any exercise of Options by a Participant shall be made in accordance with the Corporation's insider trading policy. The Corporation shall not issue any Shares to a Participant prior to the Corporation being satisfied in its sole discretion that all applicable taxes under Section 7.2 will be timely withheld or received and remitted to the appropriate taxation authorities in respect of any particular Participant and any particular Option.

Section 3.6 Method of Exercise and Payment of Purchase Price

• (1) Subject to the provisions of the Plan, an Option granted under the Plan shall be exercisable (from time to time as provided in Section 3.5 hereof) by the Participant (or by the liquidator, executor or administrator, as the case may be, of the estate of the Participant) by delivering a fully completed Exercise Notice, a form of which is attached hereto as Exhibit B, to the Corporation at its registered office to the attention of the Corporate Secretary of the Corporation (or the individual that the Corporate Secretary of the Corporation may from time to time designate) or give notice in such other manner as the Corporation may from time to time designate, which notice shall specify the number of Shares in respect of which the Option is being exercised and shall be accompanied by full payment, by cash, certified cheque, bank draft or any other form of payment deemed acceptable by the Board of the purchase price for the number of Shares specified therein and, if required by Section 7.2, the amount necessary to satisfy any taxes.

• (2) Upon the exercise, the Corporation shall, as soon as practicable after such exercise but no later than ten (10) Business Days following such exercise, forthwith cause the transfer agent and registrar of the Shares either to:

• (a) deliver to the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) a certificate in the name of the Participant representing in the aggregate such number of Shares as the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall have then paid for and as are specified in such Exercise Notice; or

• (b) in the case of Shares issued in uncertificated form, cause the issuance of the aggregate number of Shares as the Participant (or the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall have then paid for and as are specified in such Exercise Notice to be evidenced by a book position on the register of the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Shares.

Section 3.7 Option Agreements

Options shall be evidenced by an Option Agreement, in such form not inconsistent with the Plan as the Board may from time to time determine. The Option Agreement shall contain such terms that may be considered necessary in order that the Option will comply with any provisions respecting options in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

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ARTICLE 4 RESTRICTED SHARE UNITS

Section 4.1 Nature of RSUs

An RSU is an Award in the nature of a bonus for services rendered, or for future services to be rendered, and that, upon settlement, entitles the recipient Participant to acquire Shares pursuant and subject to such restrictions and conditions as the Board may determine at the time of grant, unless such RSU expires prior to being settled. Vesting conditions may, without limitation, be based on continuing employment (or other service relationship) and/or achievement of Performance Criteria.

Section 4.2 RSU Awards

• (1) The Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive RSUs under the Plan, (ii) fix the number of RSUs, if any, to be granted to each Eligible Participant and the date or dates on which such RSUs shall be granted, (iii) determine the relevant conditions, vesting provisions (including the applicable Performance Period and Performance Criteria, if any) and Restriction Period of such RSUs, and (iv) any other terms and conditions applicable to the granted RSUs, which need not be identical and which, without limitation, may include non-competition provisions, subject to the terms and conditions prescribed in this Plan and in any RSU Agreement.

• (2) Subject to the vesting and other conditions and provisions in this Plan and in the RSU Agreement, each RSU awarded to a Participant shall entitle the Participant to receive on settlement one Share. For greater certainty, the Corporation is obligated to deliver one Share on the settlement of each RSU and shall have no independent discretion to settle a RSU in cash or other property other than Shares (subject only to an election by a Participant in accordance with Section 4.5(3), below).

Section 4.3 RSU Agreements

• (1) The grant of a RSU by the Board shall be evidenced by a RSU Agreement in such form not inconsistent with the Plan as the Board may from time to time determine. Such RSU Agreement shall be subject to all applicable terms and conditions of this Plan and may be subject to any other terms and conditions (including without limitation any recoupment, reimbursement or claw-back compensation policy as may be adopted by the Board from time to time) which are not inconsistent with this Plan and which the Board, on the recommendation of the Committee, deems appropriate for inclusion in a RSU Agreement. The provisions of the various RSU Agreements issued under this Plan need not be identical.

• (2) The RSU Agreement shall contain such terms that the Corporation considers necessary in order that the RSU will comply with any provisions respecting restricted share units in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

Section 4.4 Vesting and Restriction Period

• (1) The Board shall have sole discretion to determine if any Performance Criteria and/or other vesting conditions with respect to a RSU, and as contained in the RSU Agreement governing such RSU, have been met and shall communicate to a Participant as soon as reasonably practicable when any such applicable Performance Criteria has been satisfied.

• (2) The Board shall determine, and shall evidence in the applicable RSU Agreement, the period during which a vested RSU may be redeemed by either the Corporation or the Participant, and may determine the maximum period, during which any vested RSU may remain outstanding prior to settlement (the " Restriction Period ").

Section 4.5 Redemption / Settlement of RSUs

• (1) Subject to the terms of the applicable RSU Agreement (including confirmation satisfaction of any Performance Criteria, which shall be at the sole discretion of the Corporation), vested RSUs may be redeemed by a Participant, in whole or in part, at any time on or prior to the end of the Restriction Period, upon delivery of a Notice of Redemption to the Corporation in the form attached hereto as Exhibit D. The Notice of Redemption shall specify the date upon which such vested RSUs shall be redeemed, which date shall be no later than the end of the Restriction Period (the " Redemption Date ").

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• (2) Upon receipt by the Corporation of a Notice of Redemption, the Corporation shall redeem the RSUs on the Redemption Date and shall satisfy the redemption, as soon as reasonably practicable, by issuing from treasury one Share for each full RSU to be redeemed (subject to the satisfaction of any applicable withholding tax under Section 7.2.). For greater certainty, the Corporation shall not issue any Shares to a Participant in satisfaction of the redemption of a RSU prior to the Corporation being satisfied in its sole discretion that all applicable taxes under Section 7.2 will be timely withheld or received and remitted to the appropriate taxation authorities in respect of any particular Participant and any particular RSU.

• (3) Notwithstanding Section 4.5(2), the Participant will have, at its sole discretion, the ability to elect in its Notice of Redemption to redeem such portion (and only such portion) of its vested RSUs on the Redemption Date for a cash amount equal to the Tax Obligations associated with aggregate number of RSUs to be redeemed (the " RSU Cash Equivalent ") in lieu of receiving Shares for such RSUs. For greater certainty, the Corporation will have no discretion to satisfy the redemption of any RSUs for the RSU Cash Equivalent in the absence of a unilateral election by the Participant in its Notice of Redemption.

• (4) Notwithstanding Sections 4.5(1) to (3), the Corporation shall be entitled to redeem any vested RSUs on or prior to the end of the Restriction Period and to establish the applicable Redemption Date, subject to the terms of any applicable RSU Agreement. Subject to the terms of the applicable RSU Agreement, if the Corporation proposes to redeem a Participant's vested RSUs, it shall first provide notice to the Participant at least five (5) days prior to the proposed redemption indicating the proposed Redemption Date, during which time the Participant will be entitled to exercise its rights in Section 4.5(1) to complete and deliver to the Corporation a Notice of Redemption in respect of such RSUs (provided that the Participant will not be entitled to select in such Notice of Redemption a Redemption Date that is different from the Redemption Date otherwise specified by the Corporation). If the Participant does not deliver a Notice of Redemption to the Corporation prior to the proposed Redemption Date, the Corporation shall redeem such RSUs on the Redemption Date and deliver the applicable number of Shares to the Participant as soon as reasonably practicable, subject to the satisfaction of any applicable withholding tax under Section 7.2.

• (5) Settlement of RSUs shall take place through:

• (a) delivery to the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) of a certificate in the name of the Participant representing in the aggregate such number of Shares as the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall be entitled to receive, subject to satisfaction of any applicable withholding tax under Section 7.2;

• (b) in the case of Shares issued in uncertificated form, issuance of the aggregate number of Shares as the Participant (or the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall be entitled to receive, subject to satisfaction of any applicable withholding tax under Section 7.2, to be evidenced by a book position on the register of the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Shares; and

• (c) where a Participant has elected in a Notice of Redemption to settle a portion of its RSUs for the RSU Cash Equivalent, the Participant shall be deemed to have instructed the Corporation to withhold and remit such RSU Cash Equivalent to the applicable taxation authorities on account of any withholding obligations of the Corporation pursuant to Section 7.2 and the Corporation shall deliver any excess cash after making the necessary remittances as soon as reasonable practicable.

Section 4.6 Determination of Amounts

• (1) For purposes of determining any RSU Cash Equivalent, such calculation will be made on the Redemption Date based on the Market Value on such date multiplied by the number of vested RSUs in the Participant's Account that the Participant has elected in a Notice of Redemption to be settled in cash.

• (2) For the purposes of determining the number of Shares to be issued or delivered to a Participant upon settlement of RSUs pursuant to Section 4.5, such calculation will be made on the Redemption Date based on the whole number of Shares equal to the whole number of vested RSUs then recorded in the Participant's Account less any RSUs that a Participant has elected in a Notice of Redemption to be settled in the RSU Cash Equivalent.

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Section 4.7 Award of Dividend Equivalents

Dividend Equivalents may, as determined by the Board in its sole discretion, be awarded in respect of unvested RSUs in a Participant's Account on the same basis as cash dividends declared and paid on Shares as if the Participant was a shareholder of record of Shares on the relevant record date. Dividend Equivalents, if any, will be credited to the Participant's Account in additional RSUs, the number of which shall be equal to a fraction where the numerator is the product of (i) the number of RSUs in such Participant's Account on the date that dividends are paid multiplied by (ii) the dividend paid per Share and the denominator of which is the Market Value of one Share calculated on the date that dividends are paid. Any additional RSUs credited to a Participant's Account as a Dividend Equivalent shall be subject to the same terms and conditions (including vesting and Restriction Periods) as the RSUs in respect of which such additional RSUs are credited.

In the event that the Participant's applicable RSUs do not vest, all Dividend Equivalents, if any, associated with such RSUs will be forfeited by the Participant and returned to the Corporation's account.

ARTICLE 5 GENERAL CONDITIONS

Section 5.1 General Conditions Applicable to Awards

Each Award, as applicable, shall be subject to the following conditions:

• (1) Vesting Period . Each Award granted hereunder shall vest in accordance with the terms of the Grant Agreement entered into in respect of such Award. The Board has the right to accelerate the date upon which any Award becomes exercisable notwithstanding the vesting schedule set forth for such Award, regardless of any adverse or potentially adverse tax consequence resulting from such acceleration.

• (2) Employment . Notwithstanding any express or implied term of this Plan to the contrary, the granting of an Award pursuant to the Plan shall in no way be construed as a guarantee by the Corporation or a Subsidiary to the Participant of employment or another service relationship with the Corporation or a Subsidiary. The granting of an Award to a Participant shall not impose upon the Corporation or a Subsidiary any obligation to retain the Participant in its employ or service in any capacity. Nothing contained in this Plan or in any Award granted under this Plan shall interfere in any way with the rights of the Corporation or any of its Affiliates in connection with the employment, retention or termination of any such Participant. The loss of existing or potential profit in Shares underlying Awards granted under this Plan shall not constitute an element of damages in the event of termination of a Participant's employment or service in any office or otherwise.

• (3) Grant of Awards . Eligibility to participate in this Plan does not confer upon any Eligible Participant any right to be granted Awards pursuant to this Plan. Granting Awards to any Eligible Participant does not confer upon any Eligible Participant the right to receive nor preclude such Eligible Participant from receiving any additional Awards at any time. The extent to which any Eligible Participant is entitled to be granted Awards pursuant to this Plan will be determined in the sole discretion of the Board. Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect an Eligible Participant's relationship or employment with the Corporation or any Subsidiary.

• (4) Rights as a Shareholder . Neither the Participant nor such Participant's personal representatives or legatees shall have any rights whatsoever as shareholder in respect of any Shares covered by such Participant's Awards by reason of the grant of such Award until such Award has been duly exercised, as applicable, and settled and Shares have been issued in respect thereof. Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such Shares have been issued.

• (5) Conformity to Plan . In the event that an Award is granted or a Grant Agreement is executed which does not conform in all particulars with the provisions of the Plan, or purports to grant Awards on terms different from those set out in the Plan, the Award or the grant of such Award shall not be in any way void or invalidated, but the Award so granted will be adjusted to become, in all respects, in conformity with the Plan.

• (6) Non-Transferrable Awards . Each Award granted under the Plan is personal to the Participant and shall not be assignable or transferable by the Participant, whether voluntarily or by operation of law, except by will or by the laws of succession of the domicile of the deceased Participant. No Award granted hereunder shall be pledged, hypothecated, charged, transferred, assigned or otherwise encumbered or disposed of on pain of nullity.

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• (7) Participant's Entitlement . Except as otherwise provided in this Plan or unless the Board permits otherwise, upon any Subsidiary of the Corporation ceasing to be a Subsidiary of the Corporation, Awards previously granted under this Plan that, at the time of such change, are held by a Person who is a director, executive officer, employee or Consultant of such Subsidiary of the Corporation and not of the Corporation itself, whether or not then exercisable, shall automatically terminate on the date of such change.

Section 5.2 General Conditions Applicable to Options

Each Option shall be subject to the following conditions:

• (1) Termination for Cause . Upon a Participant ceasing to be an Eligible Participant for Cause, any vested or unvested Option granted to such Participant shall terminate automatically and become void immediately. For the purposes of the Plan, the determination by the Corporation that the Participant was discharged for Cause shall be binding on the Participant. "Cause" shall include, among other things, gross misconduct, theft, fraud, breach of confidentiality or breach of the Corporation's codes of conduct and any other reason determined by the Corporation to be cause for termination.

• (2) Termination not for Cause . Upon a Participant ceasing to be an Eligible Participant as a result of his or her employment or service relationship with the Corporation or a Subsidiary being terminated without Cause, (i) any unvested Option granted to such Participant shall terminate and become void immediately and (ii) any vested Option granted to such Participant may be exercised by such Participant. Unless otherwise determined by the Board, in its sole discretion, such Option shall only be exercisable within the earlier of up to twelve (12) months after the Termination Date, or the expiry date of the Award set forth in the Grant Agreement, after which the Option will expire.

• (3) Resignation . Upon a Participant ceasing to be an Eligible Participant as a result of his or her resignation from the Corporation or a Subsidiary, (i) each unvested Option granted to such Participant shall terminate and become void immediately upon resignation and (ii) each vested Option granted to such Participant will cease to be exercisable on the earlier of up to twelve (12) months following the Termination Date and the expiry date of the Option set forth in the Grant Agreement, after which the Option will expire.

• (4) Permanent Disability/Retirement . Upon a Participant ceasing to be an Eligible Participant by reason of retirement or permanent disability, (i) any unvested Option shall terminate and become void immediately, and (ii) any vested Option will cease to be exercisable on the earlier of up to twelve (12) months from the date of retirement or the date on which the Participant ceases his or her employment or service relationship with the Corporation or any Subsidiary by reason of permanent disability, and the expiry date of the Award set forth in the Grant Agreement, after which the Option will expire.

• (5) Death . Upon a Participant ceasing to be an Eligible Participant by reason of death, any vested Option granted to such Participant may be exercised by the liquidator, executor or administrator, as the case may be, of the estate of the Participant for that number of Shares only which such Participant was entitled to acquire under the respective Options (the " Vested Awards ") on the date of such Participant's death. Such Vested Awards shall only be exercisable up to twelve (12) months after the Participant's death or prior to the expiration of the original term of the Options whichever occurs earlier.

• (6) Leave of Absence . Upon a Participant electing a voluntary leave of absence of more than twelve (12) months, including maternity and paternity leaves, the Board may determine, at its sole discretion but subject to applicable laws, that such Participant's participation in the Plan shall be terminated, provided that all vested Options in the Participant's Account shall remain outstanding and in effect until the applicable exercise date, or an earlier date determined by the Board at its sole discretion.

Section 5.3 General Conditions Applicable to RSUs

Each RSU shall be subject to the following conditions:

• (1) Termination for Cause and Resignation . Upon a Participant ceasing to be an Eligible Participant for Cause or as a result of his or her resignation from the Corporation or a Subsidiary, the Participant's participation in the Plan shall be terminated immediately, all RSUs credited to such Participant's Account that have not vested shall be forfeited and cancelled, and the Participant's rights that relate to such Participant's unvested RSUs shall be forfeited and cancelled on the Termination Date.

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• (2) Death, Leave of Absence or Termination of Service . Except as otherwise determined by the Board from time to time, at its sole discretion, upon a Participant electing a voluntary leave of absence of more than twelve (12) months, including maternity and paternity leaves, or upon a Participant ceasing to be Eligible Participant as a result of (i) death, (ii) retirement, (iii) Termination of Service for reasons other than for Cause, (iv) his or her employment or service relationship with the Corporation or a Subsidiary being terminated by reason of injury or disability or (v) becoming eligible to receive long-term disability benefits, all unvested RSUs in the Participant's Account as of such date relating to a Restriction Period in progress shall remain outstanding and in effect pursuant to the terms of the applicable RSU Agreement, and

• (a) If the Board determines that the vesting conditions are not met for such RSUs, then all unvested RSUs credited to such Participant's Account shall be forfeited and cancelled and the Participant's rights that relate to such unvested RSUs shall be forfeited and cancelled; and

• (b) If the Board determines that the vesting conditions are met for such RSUs, the Participant shall be entitled to receive pursuant to Section 4.5 that number of Shares equal to the number of RSUs outstanding in the Participant's Account in respect of such Restriction Period multiplied by a fraction, the numerator of which shall be the number of completed months of service of the Participant with the Corporation or a Subsidiary during the applicable Restriction Period as of the date of the Participant's death, retirement, termination or Eligibility Date and the denominator of which shall be equal to the total number of months included in the applicable Restriction Period (which calculation shall be made as of the date that the applicable RSUs are to be settled) and the Corporation shall (i) issue such number of Shares to the Participant or the liquidator, executor or administrator, as the case may be, of the estate of the Participant, as soon as practicable thereafter, but no later than the end of the Restriction Period, and (ii) debit the corresponding number of RSUs from the Account of such Participant's or such deceased Participants', as the case may be, and the Participant's rights to all other Shares that relate to such Participant's RSUs shall be forfeited and cancelled. The terms of Section 4.5 shall apply insofar as the Participant or the liquidator, executor or administrator, as the case may be, of the estate of the Participant shall be reasonably entitled to complete a Notice of Redemption and elect a RSU Cash Equivalent prior to the redemption of vested RSUs by the Corporation pursuant to this Section 5.3(2)(b).

• (3) General . For greater certainty, where (i) a Participant's employment or service relationship with the Corporation or a Subsidiary is terminated pursuant to Section 5.3(1) or Section 5.3(2) hereof or (ii) a Participant elects for a voluntary leave of absence pursuant to Section 5.3(2) hereof following the satisfaction of all vesting conditions in respect of particular RSUs but before receipt of the corresponding distribution or payment in respect of such RSUs, the Participant shall remain entitled to such distribution or payment.

ARTICLE 6 ADJUSTMENTS AND AMENDMENTS

Section 6.1 Adjustment to Shares Subject to Outstanding Awards

At any time after the grant of an Award to a Participant and prior to the expiration of the term of such Award or the forfeiture or cancellation of such Award, in the event of (i) any subdivision of the Shares into a greater number of Shares, (ii) any consolidation of Shares into a lesser number of Shares, (iii) any reclassification, reorganization or other change affecting the Shares, (iv) any merger, amalgamation or consolidation of the Corporation with or into another corporation, or (v) any distribution to all holders of Shares or other securities in the capital of the Corporation, of cash, evidences of indebtedness or other assets of the Corporation (excluding an ordinary course dividend in cash or shares, but including for greater certainty shares or equity interests in a subsidiary or business unit of the Corporation or one of its subsidiaries or cash proceeds of the disposition of such a subsidiary or business unit) or any transaction or change having a similar effect, then the Board shall in its sole discretion, subject to the required approval of any Stock Exchange, determine the appropriate adjustments or substitutions to be made in such circumstances in order to maintain the economic rights of the Participant in respect of such Award in connection with such occurrence or change, including, without limitation:

• (a) adjustments to the exercise price of such Award without any change in the total price applicable to the unexercised portion of the Award;

• (b) adjustments to the number of Shares to which the Participant is entitled upon exercise of such Award; or

• (c) adjustments to the number of kind of Shares reserved for issuance pursuant to the Plan.

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Section 6.2 Change of Control

• (1) In the event of a potential Change of Control, the Board shall have the power, in its sole discretion, to modify the terms of this Plan and/or the Awards to assist the Participants to tender into a take- over bid or participating in any other transaction leading to a Change of Control. For greater certainty, in the event of a take-over bid or any other transaction leading to a Change of Control, the Board shall have the power, in its sole discretion, to (i) provide that any or all Awards shall thereupon terminate, provided that any such outstanding Awards that have vested shall remain exercisable until consummation of such Change of Control, and (ii) permit Participants to conditionally exercise their vested Options, such conditional exercise to be conditional upon the take-up by such offeror of the Shares or other securities tendered to such take-over bid in accordance with the terms of such take-over bid (or the effectiveness of such other transaction leading to a Change of Control). If, however, the potential Change of Control referred to in this Section 6.2 is not completed within the time specified therein (as the same may be extended), then notwithstanding this Section 6.2 or the definition of "Change of Control": (i) any conditional exercise of vested Options shall be deemed to be null, void and of no effect, and such conditionally exercised Awards shall for all purposes be deemed not to have been exercised, (ii) Shares which were issued pursuant to exercise of Options which vested pursuant to this Section 6.2 shall be returned by the Participant to the Corporation and reinstated as authorized but unissued Shares, and (iii) the original terms applicable to Awards which vested pursuant to this Section 6.2 shall be reinstated.

• (2) If the Corporation completes a transaction constituting a Change of Control and within twelve (12) months following the Change of Control a Participant who was also an officer or employee of, or Consultant to, the Corporation prior to the Change of Control has their position, employment or consulting agreement terminated, or the Participant is constructively dismissed, then all unvested Awards shall immediately vest and become exercisable, and remain open for exercise until the earlier of their expiry date a set out in the Award Agreement and for certainty in the case of Options, the date that is twelve (12) months after such termination or dismissal.

Section 6.3 Amendment or Discontinuance of the Plan

• (1) The Board may suspend or terminate the Plan at any time, or from time to time amend or revise the terms of the Plan or any granted Award without the consent of the Participants provided that such suspension, termination, amendment or revision shall:

• (a) not adversely alter or impair the rights of any Participant, without the consent of such Participant except as permitted by the provisions of the Plan;

• (b) be in compliance with applicable law and with the prior approval, if required, of the shareholders of the Corporation, the TSXV, or any other regulatory body having authority over the Corporation; and

• (c) be subject to shareholder approval, including disinterested shareholder approval, where required by law or the requirements of the TSXV provided that the Board may, from time to time, in its absolute discretion and without approval of the shareholders of the Corporation make amendments to this Plan, including, but not limited to, the following:

  • (i) any amendment to the vesting provision, if applicable, or assignability provisions of the Awards;

  • (ii) any amendment to the expiration date of an Award that does not extend the terms of the Award past the original date of expiration of such Award;

  • (iii) any amendment regarding the effect of termination of a Participant's employment or engagement;

  • (iv) any amendment which accelerates the date on which any Option may be exercised under the Plan;

  • (v) any amendment necessary to comply with applicable law or the requirements of the TSXV or any other regulatory body;

  • (vi) any amendment of a "housekeeping" nature, including to clarify the meaning of an existing provision of the Plan, correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan;

  • (vii) any amendment regarding the administration of the Plan;

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  • (viii) any amendment to add provisions permitting the grant of Awards settled otherwise than with Shares issued from treasury, or adopt a clawback provision applicable to equity compensation; and

  • (ix) any other amendment that does not require the approval of the shareholders of the Corporation under Section 6.3(2).

• (2) Notwithstanding Section 6.3(1), the Board shall be required to obtain disinterested shareholder approval to make the following amendments:

• (a) any increase to the maximum number of Shares issuable under the Plan, except in the event of an adjustment pursuant to Article 6;

• (b) except in the case of an adjustment pursuant to Article 6, any amendment which reduces the exercise price of an Option or any cancellation of an Option and replacement of such Option with an Option with a lower exercise price;

• (c) any amendment which extends the expiry date of any Award, or the Restriction Period of any RSU beyond the original expiry date or Restriction Period;

• (d) any amendment which increases the maximum number of Shares that may be (i) issuable to Insiders at any time; or (ii) issued to Insiders under the Plan and any other proposed or established Share Compensation Arrangement in a one-year period, except in case of an adjustment pursuant to Article 6;

• (e) any amendment to the number of Shares that may be made issuable pursuant to Awards made to employees and Non-Employee Directors within any one-year period;

• (f) any amendment to the limits on Awards set out in Error! Reference source not found. ; and

• (g) any amendment to the definition of an Eligible Participant under the Plan;

provided that Shares held directly or indirectly by Insiders benefiting from the amendments shall be excluded when obtaining such shareholder approval.

ARTICLE 7 MISCELLANEOUS

Section 7.1 Use of an Administrative Agent and Trustee

The Board may in its sole discretion appoint from time to time one or more entities to act as administrative agent or trustee to administer the Awards granted under the Plan and to act as trustee to hold and administer the assets that may be held in respect of Awards granted under the Plan, the whole in accordance with the terms and conditions determined by the Board in its sole discretion. The Corporation and the administrative agent will maintain records showing the number of Awards granted to each Participant under the Plan.

Section 7.2 Tax Withholding

• (1) Notwithstanding any other provision of this Plan, all distributions, delivery of Shares or payments to a Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) under the Plan shall be made net of such withholdings, including in respect of applicable taxes and source deductions, as the Corporation determines. If the event giving rise to the withholding obligation involves an issuance or delivery of Shares, then, the withholding may be satisfied in such manner as the Corporation determines, including by (a) having the Participant elect to have the appropriate number of such Shares sold by the Corporation, the Corporation's transfer agent and registrar or any trustee appointed by the Corporation pursuant to Section 7.1 hereof, on behalf of and as agent for the Participant as soon as permissible and practicable, with the proceeds of such sale being delivered to the Corporation, which will in turn remit such amounts to the appropriate governmental authorities, or (b) any other mechanism as may be required or determined by the Corporation as appropriate.

• (2) Notwithstanding Section 7.2(1), the applicable tax withholdings may be waived where a Participant directs in writing that a payment be made directly to the Participant's registered retirement savings plan in circumstances to which subsection 100(3) of the regulations made under the Tax Act apply.

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Section 7.3 Clawback

Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Corporation pursuant to any such law, government regulation or stock exchange listing requirement) or any policy adopted by the Corporation. Without limiting the generality of the foregoing, the Board may provide in any case that outstanding Awards (whether or not vested or exercisable) and the proceeds from the exercise or disposition of Awards or Shares acquired under Awards will be subject to forfeiture and disgorgement to the Corporation, with interest and other related earnings, if the Participant to whom the Award was granted violates (i) a non-competition, non-solicitation, confidentiality or other restrictive covenant by which he or she is bound, or (ii) any policy adopted by the Corporation applicable to the Participant that provides for forfeiture or disgorgement with respect to incentive compensation that includes Awards under the Plan. In addition, the Board may require forfeiture and disgorgement to the Corporation of outstanding Awards and the proceeds from the exercise or disposition of Awards or Shares acquired under Awards, with interest and other related earnings, to the extent required by law or applicable stock exchange listing standards, including any related policy adopted by the Corporation. Each Participant, by accepting or being deemed to have accepted an Award under the Plan, agrees to cooperate fully with the Board, and to cause any and all permitted transferees of the Participant to cooperate fully with the Board, to effectuate any forfeiture or disgorgement required hereunder. Neither the Board nor the Corporation nor any other person, other than the Participant and his or her permitted transferees, if any, will be responsible for any adverse tax or other consequences to a Participant or his or her permitted transferees, if any, that may arise in connection with this Section 7.3.

Section 7.4 Securities Law Compliance

• (1) The Plan (including any amendments to it), the terms of the grant of any Award under the Plan, the grant of any Award and exercise of any Option, and the Corporation's obligation to sell and deliver Shares in respect of any Awards, shall be subject to all applicable federal, provincial, state and foreign laws, rules and regulations, the rules and regulations of applicable Stock Exchanges and to such approvals by any regulatory or governmental agency as may, as determined by the Corporation, be required. The Corporation shall not be obliged by any provision of the Plan or the grant of any Award hereunder to issue, sell or deliver Shares in violation of such laws, rules and regulations or any condition of such approvals.

• (2) No Awards shall be granted, and no Shares shall be issued, sold or delivered hereunder, where such grant, issue, sale or delivery would require registration of the Plan or of the Shares under the securities laws of any jurisdiction or the filing of any prospectus for the qualification of same thereunder, and any purported grant of any Award or purported issue or sale of Shares hereunder in violation of this provision shall be void.

• (3) The Corporation shall have no obligation to issue any Shares pursuant to this Plan unless upon official notice of issuance such Shares shall have been duly listed with a Stock Exchange. Shares issued, sold or delivered to Participants under the Plan may be subject to limitations on sale or resale under applicable securities laws.

• (4) If Shares cannot be issued to a Participant upon the exercise of an Option due to legal or regulatory restrictions, the obligation of the Corporation to issue such Shares shall terminate and any funds paid to the Corporation in connection with the exercise of such Option will be returned to the applicable Participant as soon as practicable.

Section 7.5 Reorganization of the Corporation

The existence of any Awards shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, reclassification, recapitalization, reorganization or other change in the Corporation's capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation or to create or issue any bonds, debentures, shares or other securities of the Corporation or the rights and conditions attaching thereto or to affect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

Section 7.6 Quotation of Shares

So long as the Shares are listed on one or more Stock Exchanges, the Corporation must apply to such Stock Exchange or Stock Exchanges for the listing or quotation, as applicable, of the Shares underlying the Awards granted under the Plan, however, the Corporation cannot guarantee that such Shares will be listed or quoted on any Stock Exchange.

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Section 7.7 No Fractional Shares

No fractional Shares shall be issued upon the exercise of any Option granted under the Plan and, accordingly, if a Participant would become entitled to a fractional Share upon the exercise of such Option, or from an adjustment permitted by the terms of this Plan, such Participant shall only have the right to purchase the next lowest whole number of Shares, and no payment or other adjustment will be made with respect to the fractional interest so disregarded. Section 7.8 TSXV Policy

The Plan is subject to the limitations set forth in Policy 4.4 of the TSXV.

Section 7.9 Governing Laws

The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

Section 7.10 Severability

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

Section 7.11 Section 409A of the Tax Code

It is intended that any payments under the Plan to US Taxpayers shall be exempt from or comply with Section 409A of the Code, and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes and penalties under Section 409A of the Code.

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TO OMNIBUS INCENTIVE PLAN OF HANK PAYMENTS INC.

EXHIBIT A

FORM OF OPTION AGREEMENT

This Option Agreement is entered into between Hank Payments Inc. (the " Company ") and the Participant named below, pursuant to the Company's Omnibus Incentive Plan (the " Plan "), a copy of which is attached hereto, and confirms that on:

1. (the " Grant Date "),

(the " Participant ")

was granted options (" Options ") to purchase common shares of the Company, in accordance with the terms of the Plan, which Options will bear the following terms:

• (a) Exercise Price and Expiry. Subject to the vesting conditions specified below, the Options will be exercisable by the Participant at a price of $[●] per common share (the " Option Price ") at any time prior to expiry on [●] (the " Expiration Date ").

• (b) Vesting; Time of Exercise. Subject to the terms of the Plan, the Options shall vest and become exercisable as follows:

Number of Options

Vested On

If the number of common shares vesting in a tranche set forth above covers a fractional common share, such fractional common share will be rounded down to the nearest whole number of common shares. Notwithstanding anything to the contrary herein, the Options shall expire on the Expiration Date set forth above and must be exercised, if at all, on or before the Expiration Date. Options are denominated in Canadian dollars (C$).

1. The Options shall be exercisable only by delivery to the Company of a duly completed and executed notice in the form attached to this Option Agreement (the " Exercise Notice "), together with payment of the Option Price for each common share covered by the Exercise Notice (including an amount equal to any applicable Tax Obligations).

2. Subject to the terms of the Plan, unless otherwise specified in the Exercise Notice, the Options shall be deemed to be exercised upon receipt by the Company of such written Exercise Notice accompanied by the exercise price (including an amount equal to any applicable Tax Obligations).

3. The Participant hereby represents and warrants (on the date of this Option Agreement and upon each exercise or termination of Options) that:

4. (a) the Participant has not received any offering memorandum, or any other documents (other than annual financial statements, interim financial statements or any other document the content of which is prescribed by statute or regulation, other than an offering memorandum) describing the business and affairs of the Company that has been prepared for delivery to, and review by, a prospective purchaser in order to assist it in making an investment decision in respect of the common shares;

5. (b) the Participant is acquiring the common shares without the requirement for the delivery of a prospectus or offering memorandum, pursuant to an exemption under applicable securities legislation and, as a consequence, is restricted from relying upon the civil remedies otherwise available under applicable securities legislation and may not receive information that would otherwise be required to be provided to it;

6. 74 -

7. (c) the Participant has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company and does not desire to utilize a registrant in connection with evaluating such merits and risks;

8. (d) the Participant acknowledges that an investment in the common shares involves a high degree of risk, and represents that it understands the economic risks of such investment and is able to bear the economic risks of this investment;

9. (e) the Participant acknowledges that he or she is responsible for paying any applicable taxes and withholding taxes arising from the exercise of any Options, as provided in Section 7.2 of the Plan;

10. (f) this Option Agreement constitutes a legal, valid and binding obligation of the Participant, enforceable against him in accordance with its terms; and

11. (g) the execution and delivery of this Option Agreement and the performance of the obligations of the Participant hereunder will not result in the creation or imposition of any lien, charge or encumbrance upon the common shares.

The Participant acknowledges that the Company is relying upon such representations and warranties in granting the Options and issuing any common shares upon exercise thereof.

1. The Participant's delivery of the signed Exercise Notice to exercise the Options (in whole or in part) shall be accompanied by full payment of the exercise price for the Shares being purchased (including an amount equal to the Tax Obligations). Payment for the Shares may be made by certified cheque or wire transfer in readily available funds.

2. The Participant acknowledges and represents that: (a) the Participant fully understands and agrees to be bound by the terms and provisions of this Option Agreement and the Plan; (b) agrees and acknowledges that the Participant has received a copy of the Plan and that the terms of the Plan form part of this Option Agreement, and (c) hereby accepts these Options subject to all of the terms and provisions hereof and of the Plan. To the extent of any inconsistency between the terms of this Option Agreement and those of the Plan, the terms of the Plan shall govern. The Participant has reviewed this Option Agreement and the Plan, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement.

3. This Option Agreement and the terms of the Plan incorporated herein (with the Exercise Notice, if the Option is exercised) constitutes the entire agreement of the Company and the Participant (collectively the " Parties ") with respect to the Options and supersedes in its entirety all prior undertakings and agreements of the Parties with respect to the subject matter hereof, and may not be modified adversely to the Participant's interest except by means of a writing signed by the Parties. This Option Agreement and the terms of the Plan incorporated herein are to be construed in accordance with and governed by the laws of the Province of Ontario. Should any provision of this Option Agreement or the Plan be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.

All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

[Remainder of page left intentionally blank]

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IN WITNESS WHEREOF the Company and the Participant have executed this Option Agreement as of , 20__.

Hank Payments Inc.

Per:

Authorized Signatory

If the Participant is an individual:

EXECUTED by [●] in the presence of: ) ) ) Signature ) ) ) Print Name ) [NAME OF PARTICIPANT] ) ) Address ) ) ) ) Occupation )

If the Participant is not an individual:

[NAME OF PARTICIPANT]

Per: Authorized Signatory

Note to Plan Participants

This Agreement must be signed where indicated and returned to the Company within 30 days of receipt. Failure to acknowledge acceptance of this grant will result in the cancellation of your Options.

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TO OMNIBUS INCENTIVE PLAN OF HANK PAYMENTS INC.

EXHIBIT B

FORM OF EXERCISE NOTICE

TO: HANK PAYMENTS INC.

This Exercise Notice is made in reference to stock options (" Options ") granted under the Omnibus Incentive Plan (the " Plan ") of Hank Payments Inc. (the " Company "). All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

The undersigned (the " Participant ") holds Options under the Plan to purchase [●] common shares of the Company at a price per common share of $[●] (the " Option Price ") pursuant to the terms and conditions set out in that certain option agreement between the Participant and the Company dated [●] (the " Option Agreement "). All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

The Participant hereby:

irrevocably gives notice of the exercise of ___ Options held by the Participant pursuant to the Option Agreement at the Option Price per common share for an aggregate exercise price of $__ (the " Aggregate Option Price ") on the terms specified in the Option Agreement and encloses herewith a certified cheque payable to the Company or evidence of wire transfer to the Company in full satisfaction of the Aggregate Option Price.

□ The Participant acknowledges that, in addition to the Aggregate Option Price, the Company will require that the Participant also provide to the Company a certified cheque or evidence of wire transfer equal to the amount of any Tax Obligations associated with the exercise of such Options before the Company will issue any common shares to the Participant in settlement of the Options. The Company shall have the sole discretion to determine the amount of any such Tax Obligations and shall inform the Participant of this amount as soon as reasonably practicable upon receipt of this completed Exercise Notice.

Registration:

The common shares issued pursuant to this Exercise Notice are to be registered in the name of the undersigned and are to be delivered, as directed below:

Name:

Address:

Date

Name of Participant

Date

Signature of Participant or Authorized Signatory

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TO OMNIBUS INCENTIVE PLAN OF HANK PAYMENTS INC.

EXHIBIT C

FORM OF RSU AGREEMENT

This RSU Agreement is entered into between Hank Payments Inc. (the " Company ") and the Participant (as defined herein) named below, pursuant to the Company's Omnibus Incentive Plan (the " Plan "), a copy of which is attached hereto, and confirms that on:

(the " Grant Date "),

2. (the " Participant ")

3. was granted Restricted Share Units (" RSUs "), in accordance with the terms of the Plan, which RSUs will vest as follows:

Number of RSUs

Vested On

all on the terms and subject to the conditions set out in the Plan.

1. The performance period for this grant of RSUs commences on the Grant Date and ends at the close of business on [●] (the " Performance Period "). The restriction period for this grant of RSUs commences on the Grant Date and ends at the close of business on [ ● ] (the " Restriction Period ").

By signing this agreement, the Participant:

• (a) acknowledges that he or she has read and understands the Plan, agrees with the terms and conditions thereof which shall be deemed to be incorporated into and form part of this RSU Agreement (subject to any specific variations contained in this RSU Agreement);

• (b) acknowledges that, subject to the vesting and other conditions and provisions in this RSU Agreement, each RSU awarded to the Participant shall entitle the Participant to receive on settlement one common share of the Company. For greater certainty, the Company is obligated to deliver one common share of the Company on the settlement of each RSU and shall have no independent discretion to settle a RSU in cash or other property other than common shares, unless and until the Participant makes an election for a RSU Cash Equivalent in an applicable Notice of Redemption;

• (c) acknowledges that he or she is responsible for paying any applicable taxes and withholding taxes arising from the exercise of any RSU, as provided in Section 7.2 of the Plan;

• (d) agrees that a RSU does not carry any voting rights;

• (e) acknowledges that the value of the RSUs granted herein are denominated in Canadian dollars (C$), and such value is not guaranteed;

• (f) recognizes that, at the sole discretion of the Company, the Plan can be administered by a designee of the Company by virtue of Section 2.2 of the Plan and any communication from or to the designee shall be deemed to be from or to the Company.

• RSUs granted pursuant to this RSU Grant Agreement that have vested in accordance with the schedule above may be redeemed by the Participant, in whole or in part, at any time on or prior to the end of the Restriction Period set out

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above, upon delivery of a Notice of Redemption to the Company in the form attached hereto. The Notice of Redemption shall specify the date upon which such vested RSUs shall be redeemed, which date shall be no later than the end of the Restriction Period.

1. The Participant acknowledges and represents that: (a) the Participant fully understands and agrees to be bound by the terms and provisions of this RSU Agreement and the Plan; (b) agrees and acknowledges that the Participant has received a copy of the Plan and that the terms of the Plan form part of this RSU Agreement, and (c) hereby accepts these RSUs subject to all of the terms and provisions hereof and of the Plan. To the extent of any inconsistency between the terms of this RSU Agreement and those of the Plan, the terms of the Plan shall govern. The Participant has reviewed this RSU Agreement and the Plan, has had an opportunity to obtain the advice of counsel prior to executing this RSU Agreement.

2. This RSU Agreement and the terms of the Plan incorporated herein (with the Notice of Redemption, if the RSUs vest and are redeemed) constitutes the entire agreement of the Company and the Participant (collectively the " Parties ") with respect to the RSUs and supersedes in its entirety all prior undertakings and agreements of the Parties with respect to the subject matter hereof, and may not be modified adversely to the Participant's interest except by means of a writing signed by the Parties. This RSU Agreement and the terms of the Plan incorporated herein are to be construed in accordance with and governed by the laws of the Province of Ontario. Should any provision of this RSU Agreement or the Plan be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.

All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

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• 79 -

IN WITNESS WHEREOF the Company and the Participant have executed this RSU Agreement as of , 20__.

Hank Payments Inc.

Per: Authorized Signatory

If the Participant is an individual:

EXECUTED by [●] in the presence of: ) ) ) Signature ) ) ) Print Name ) [NAME OF PARTICIPANT] ) ) Address ) ) ) ) Occupation )

If the Participant is not an individual:

[NAME OF PARTICIPANT]

Per: Authorized Signatory

Note to Plan Participants

This Agreement must be signed where indicated and returned to the Company within 30 days of receipt. Failure to acknowledge acceptance of this grant will result in the cancellation of your RSUs.

• 80 -

EXHIBIT D

TO OMNIBUS INCENTIVE PLAN OF HANK PAYMENTS INC.

FORM OF NOTICE OF REDEMPTION

TO: HANK PAYMENTS INC.

This Notice of Redemption is made in reference to RSUs granted under the Omnibus Incentive Plan (the " Plan ") of Hank Payments Inc. All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

Participant Information:

Name: Address: Telephone Number:

RSU Information:

Date of Grant:

of RSUs to be redeemed: Participant elects to redeem relevant number of RSUs for cash to settle Tax Obligations [indicate "Yes" or "No"]

Registration:

The common shares issued in settlement of the vested RSUs, if any, are to be registered in the name of the undersigned and are to be delivered, as directed below:

Name:

Address:

Acknowledgment:

1. This Notice of Redemption is subject to the terms and conditions of the Plan.

2. RSUs redeemed for cash to settle Tax Obligations pursuant to this Notice of Redemption will be priced at the Market Value.

Date Date

Name of Participant

Signature of Participant or Authorized Signatory