GetSwift Technologies Limited

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NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON NOVEMBER 18, 2021 AND MANAGEMENT INFORMATION CIRCULAR

OCTOBER 18, 2021

GETSWIFT TECHNOLOGIES LIMITED

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS (the "Notice")

NOTICE IS HEREBY GIVEN that an annual general meeting (the " Meeting ") of the holders (the " Shareholders ") of common shares (the "Common Shares ") of GetSwift Technologies Limited (the " Corporation ") will be held by way of a fully electronic meeting on Thursday, November 18 at 5:00 p.m. (Toronto time).

Registered Shareholders (as defined in the accompanying information circular (the " Information Circular ") under the heading " Voting at the Meeting ") and duly appointed proxyholders can attend the Meeting online at https://meetnow.global/M9Q46GM where they can participate, vote, or submit questions during the Meeting's live webcast.

The Meeting is being held for the following purposes:

a) to receive the audited consolidated financial statements of the Corporation for the year ended June 30, 2021, together with the auditors' report thereon;
b)
to elect the directors of the Corporation for the ensuing year;
c) to reappoint RSM Alberta LLP, Chartered Professional Accountants, as the auditors of the Corporation for the ensuing year and to authorize the board of directors of the Corporation (the " Board ") to fix their remuneration and terms of engagement; and
d) to transact such further or other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

The Information Circular provides additional information relating to each of the matters to be addressed at the Meeting. Shareholders are directed to read the Information Circular carefully and in full to evaluate the matters to be considered at the Meeting.

The record date for the determination of shareholders of the Corporation entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof is October 15, 2021 (the " Record Date "). Shareholders of the Corporation whose names have been entered in the register of shareholders of the Corporation at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof.

If you are a Registered Shareholder and are unable to attend the Meeting or any adjournment(s) or postponement(s) thereof, please date, sign and return the accompanying form of proxy (the " Proxy ") for use at the Meeting or any adjournment(s) or postponement(s) thereof in accordance with the instructions set forth in the Proxy and Information Circular. The Corporation recommends that shareholders vote in advance of the Meeting.

- If you are a Non Registered Beneficial Shareholder , a voting information form (also known as a VIF), instead of a form of proxy, may be enclosed. You must follow the instructions provided by your intermediary in order to vote your Common Shares. Non-registered beneficial Shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting virtually as guests, but guests will not be able to vote at the Meeting.

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DATED at New York, New York this 18[th] day of October, 2021.

BY ORDER OF THE BOARD

(signed) " Bane Hunter "

Chief Executive Officer and Director

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GENERAL PROXY INFORMATION ............................................................................................................. 1 Solicitation of Proxies ................................................................................................................................ 1 Voting at the Meeting ................................................................................................................................ 1 Non-registered Shareholders .................................................................................................................... 2 Participating in the Meeting ....................................................................................................................... 3 Appointment of Proxyholders .................................................................................................................... 3 Revocation of Proxy .................................................................................................................................. 4 Voting of Proxies and Discretion Thereof ................................................................................................. 4 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF ................................................................ 5 PARTICULARS OF MATTERS TO BE ACTED UPON ................................................................................ 6 Presentation of Financial Statements ....................................................................................................... 6 Election of Directors .................................................................................................................................. 6 Appointment of Auditors .......................................................................................................................... 10 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS .......................................................... 11 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS .................. 11 STATEMENT OF EXECUTIVE COMPENSATION .................................................................................... 16 STATEMENT OF CORPORATE GOVERNANCE ...................................................................................... 27 INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON ................ 32 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ................................................ 32 ADDITIONAL INFORMATION .................................................................................................................... 32 Appendix "A" BOARD MANDATE ................................................................................................................. 1 Appendix "B" CORPORATION INCENTIVE PLAN....................................................................................... 2

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GetSwift Technologies Limited ("GetSwift" or the "Corporation")

MANAGEMENT INFORMATION CIRCULAR

This management information circular (the " Information Circular ") is dated October 18, 2021 and is furnished in connection with the solicitation of proxies by and on behalf of the management of the Corporation (" Management ") for use at the annual general meeting (the " Meeting ") of shareholders of the Corporation (the " Shareholders ") to be held by way of a fully electronic meeting at https://meetnow.global/M9Q46GM on Thursday, November 18, 2021 at 5:00 p.m. (Eastern time) for the purposes set out in the notice of Meeting (the " Notice ") accompanying this Information Circular.

All dollar amounts herein are expressed in United States dollars unless otherwise indicated.

GENERAL PROXY INFORMATION

Solicitation of Proxies

Solicitation of proxies for the Meeting will be primarily by mail, the cost of which will be borne by the Corporation. Proxies may also be solicited personally by employees of the Corporation at nominal cost to the Corporation. In some instances, the Corporation has distributed copies of the Notice, the Information Circular, and the accompanying form of proxy (the " Proxy ", and collectively with the Notice and Information Circular, the " Documents ") to clearing agencies, securities dealers, banks and trust companies, or their nominees (collectively " Intermediaries ", and each an " Intermediary ") for onward distribution to Shareholders whose common shares in the capital of the Corporation (the " Common Shares ") are held by or in the custody of those Intermediaries (" Non-registered Shareholders "). The Intermediaries are required to forward the Documents to Non-registered Shareholders.

Solicitation of proxies from Non-registered Shareholders will be carried out by Intermediaries, or by the Corporation if the names and addresses of Non-registered Shareholders are provided by the Intermediaries.

Voting at the Meeting

A Registered Shareholder (as defined below), or a Non-registered Shareholder who has appointed themselves or a third party proxyholder to represent him, her or it at the Meeting, will appear on a list of Shareholders prepared by Computershare Investor Services Inc. (" Computershare "). Each Registered Shareholder or proxyholder will be required to enter the Control Number or an Invitation Code provided by Computershare at https://meetnow.global/M9Q46GM prior to the start of the Meeting to have such Registered Shareholder’s Common Shares voted at the Meeting. In order to vote, Non-registered Shareholders who appoint themselves as a proxyholder MUST register with Computershare at http://www.computershare.com/GetSwift after submitting their voting instruction form in order to receive an Invitation Code (please see the information under " Appointment of Proxyholders " below for details).

Registered Shareholders and duly appointed proxyholders can attend the Meeting online by going to https://meetnow.global/M9Q46GM .

Registered Shareholders and duly appointed proxyholders can participate in the Meeting by clicking " Shareholder " and entering a Control Number or an Invitation Code before the start of the Meeting.

Registered Shareholders – The 15-digit control number located on the Proxy or in the email notification received by such Shareholder.
Duly appointed proxyholders – Computershare will provide the proxyholder with an Invitation Code after the voting deadline has passed.

Voting at the Meeting will only be available for Registered Shareholders and duly appointed proxyholders. Non-registered Shareholders who have not appointed themselves may attend the Meeting by clicking " Guest " and completing the online form.

Shareholders may appoint a third party proxyholder to represent them at the Meeting. Shareholders wishing to do so must submit their Proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted such Shareholder’s Proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an Invitation Code to participate in the Meeting . To register a proxyholder, shareholders MUST visit http://www.computershare.com/GetSwift by 5:00 p.m., Eastern time on November 16 , 2021 and provide Computershare with their proxyholder's contact information so that Computershare may provide the proxyholder with an Invitation Code via email.

It is important to be connected to the internet at all times during the Meeting in order to vote when balloting commences.

In order to participate online, Shareholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing an Invitation Code.

Non-registered Shareholders

Non-registered Shareholders who have received the Documents from their Intermediary should, other than as set out herein, follow the directions of their Intermediary with respect to the procedure to be followed for voting at the Meeting. Generally, Non-registered Shareholders will either:

be provided with a form of proxy executed by the Intermediary but otherwise uncompleted. The Non-registered Shareholder may complete the proxy and return it directly to Computershare; or
be provided with a request for voting instructions. The Intermediary is required to send the Corporation an executed form of proxy completed in accordance with any voting instructions received by the Intermediary.

United States non-registered shareholders must first obtain a valid legal proxy from your Intermediary and then register in advance to attend the Meeting. Follow the instructions from your Intermediary included with these Meeting materials, or contact your Intermediary to request a legal proxy form. After first obtaining a valid legal proxy from your Intermediary, to then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to Computershare Investor Services Inc., 100 University Avenue, 8[th] Floor, Toronto, Ontario M5J 2Y1 or email at [email protected] .

Participating in the Meeting

The Meeting will be hosted online by way of a live audiocast. Shareholders will not be able to attend the Meeting in person. A summary of the information Shareholders will need to attend the Meeting is provided below. The Meeting will begin at 5:00 p.m. (Eastern time) on Thursday, November 18, 2021.

Registered Shareholders that have a 15-digit control number, along with duly appointed proxyholders who were assigned an Invitation Code by Computershare (see details under " Appointment of Proxyholders "), will be able to vote and submit questions during the Meeting. To do so, please go to https://meetnow.global/M9Q46GM prior to the start of the Meeting to login. Click on "Shareholder" and enter your 15-digit control number or click on “Invitation Code” and enter your Invitation Code. Non-Registered Shareholders who have not appointed themselves to vote at the Meeting may login as a guest by clicking on " Guest " and completing the online form. Guests will not be able to vote at the Meeting.
Requests for registration must be labeled as "Legal Proxy" and be received no later than 5:00 p.m. (Eastern time) on November 16, 2021. You may attend the Meeting and vote your Common Shares athttps://meetnow.global/M9Q46GM during the Meeting. Please note that you are required to register your appointment at http://www.computershare.com/GetSwift.
Non-registered Shareholders who do not have a 15-digit control number or Invitation Code will only be able to attend as a guest which allows such persons to listen to the Meeting, however, Nonregistered Shareholders will not be able to vote or submit questions.
If you are using a 15-digit control number to login to the Meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies. However, in such a case, you will be provided the opportunity to vote by ballot on the matters put forth at the Meeting. If you DO NOT wish to revoke all previously submitted proxies, please log in as a guest.
If you are eligible to vote at the Meeting, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting.

Appointment of Proxyholders

The persons named in the enclosed Proxy (the " Management Designees ") are directors and/or officers of the Corporation. SHAREHOLDERS HAVE THE RIGHT TO APPOINT A PERSON TO REPRESENT HIM, HER OR IT AT THE MEETING OTHER THAN THE PERSONS DESIGNATED IN THE PROXY INSTRUMENT either by striking out the names of the persons designated in the Proxy and by inserting the name of the person to be appointed in the space provided in the Proxy or by completing another proper form of proxy.

Shareholders who wish to appoint a third party proxyholder to represent them at the Meeting must submit their Proxy or voting instruction form (if applicable) prior to registering their proxyholder. Registering a proxyholder is an additional step once the Proxy or voting instruction form have been submitted. Failure to register the proxyholder will result in the proxyholder not receiving an Invitation Code to participate in the Meeting. To register a proxyholder, shareholders MUST visit

http://www.computershare.com/GetSwift no later than 5:00 p.m. (Eastern time) on November 16, 2021and provide Computershare with their proxyholder's contact information so that Computershare may provide the proxyholder with an Invitation Code via email.

A Proxy can be submitted to Computershare either in person, or by mail or courier, to Computershare Investor Services Inc., 100 University Avenue, 8[th] Floor, Toronto, Ontario M5J 2Y1 . The Proxy must be deposited with Computershare by no later than 5:00 p.m. (Eastern time) on November 16, 2021 or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) before the beginning of any adjournment(s) or postponement(s) to the Meeting. If a Shareholder who has submitted a Proxy attends the Meeting and has accepted the terms and conditions when entering the Meeting, any votes cast by such Shareholder on a ballot will be counted and the submitted Proxy will be disregarded.

Without an Invitation Code, proxyholders will not be able to vote at the Meeting.

Revocation of Proxy

A Registered Shareholder who has given a proxy pursuant to this solicitation may revoke it at any time up to and including the last business day preceding the day of the Meeting or any adjournment(s) or postponement(s) thereof at which the proxy is to be used:

(a) by an instrument in writing executed by the Shareholder or by such Shareholder’s attorney authorized in writing and either delivered to the attention of the Corporate Secretary of the Corporation c/o Computershare Investor Services Inc., 100 University Avenue, 8[th] Floor, Toronto, Ontario M5J 2Y1 ;
(b) by delivering written notice of such revocation to the chair of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment(s) or postponement(s) thereof;
(c) by attending the Meeting and voting the Common Shares; or
(d) in any other manner permitted by law.

Non-registered Shareholders who wish to change their vote must contact their Intermediary to discuss their options well in advance of the Meeting.

Voting of Proxies and Discretion Thereof

Common Shares represented by properly executed proxies in favour of persons designated in the printed portion of the enclosed Proxy WILL, UNLESS OTHERWISE INDICATED, BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR THE RE-APPOINTMENT OF RSM ALBERTA LLP, AS THE AUDITORS OF THE CORPORATION AND FOR THE AUTHORIZATION OF THE BOARD TO FIX THE AUDITORS' REMUNERATION AND TERMS OF ENGAGEMENT . The Common Shares represented by the Proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. The enclosed Proxy confers discretionary authority on the persons named therein with respect to amendments or variations to matters identified in the Notice or other matters which may properly come before the Meeting. At the date of this Information Circular, management knows of no such amendments, variations or other matters to come before the

Meeting. However, if other matters properly come before the Meeting, it is the intention of the persons named in the enclosed Proxy to vote such proxy according to their best judgment.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The voting securities of the Corporation consist of an unlimited number of Common Shares (the “ Common Shares ”) and an unlimited number of Preferred Shares (the " Preferred Shares "). As of the Record Date, the Corporation had 30,764,181 Common Shares and Nil Preferred Shares issued and outstanding.

The rights and restrictions attached to each class of outstanding securities of the Corporation are as follows:

Common Shares

Holders of Common Shares are entitled to receive notice of, attend and vote at, all meetings of the shareholders of the Corporation (except with respect to matters requiring the vote of a specified class or series voting separately as a class or series) and are entitled to one vote for each Common Share held on all matters to be voted on by shareholders at meetings of the shareholders of the Corporation. Holders of Common Shares are entitled to receive such dividends, if, as and when declared by the Board, in their sole discretion. All dividends which the Board may declare shall be declared and paid in equal amounts per Common Share on all Common Shares at the time outstanding. On liquidation, dissolution or winding up of the Corporation, the holders of Common Shares will be entitled to receive the property of the Corporation remaining after payment of all outstanding debts on a pro rata basis, but subject to the rights, privileges, restrictions and conditions of any other class of shares issued by the Corporation. There are no preemptive, redemption or conversion rights attached to the Common Shares. All Common Shares issued and outstanding as of the date of this Information Circular have been issued as fully paid and nonassessable Common Shares without liability for further calls or assessment.

Preferred Shares

Holders of Preferred Shares are entitled to receive notice of, attend and vote at, all meetings of the shareholders of the Corporation (except with respect to matters requiring the vote of a specified class or series voting separately as a class or series) and are entitled to one vote for each Preferred Share held on all matters to be voted on by shareholders at meetings of the shareholders of the Corporation. Holders of Preferred Shares are entitled to receive such dividends, if, as and when declared by the Board, in their sole discretion. All dividends which the Board may declare shall be declared and paid in equal amounts per Preferred Share on all Preferred Shares at the time outstanding. With respect to payment of dividends and priority in the distribution of assets in the event of the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, the Preferred shares of each series shall be entitled to preference over the Common shares and any other shares ranking junior to the Preferred shares. There are no pre-emptive or conversion rights attached to the Preferred Shares. The Preferred shares may be redeemed by the Corporation on the payment of the amount of capital paid up thereon together with all then declared and unpaid dividends for each share to be redeemed. The Corporation may redeem the Preferred Shares at any time on 10 Days notice. Preferred shares that are redeemed will be cancelled by the Corporation. All Preferred Shares, when issued, are and will be issued as fully paid and non-assessable Preferred Shares without liability for further calls or assessment.

Record Date & Principal Shareholders

The close of business on October 15, 2021 has been fixed as the record date (the " Record Date ") for the determination of Shareholders entitled to receive notice of the Meeting and any adjournment(s) thereof. Accordingly, only Shareholders of record on the Record Date are entitled to vote at the Meeting or any adjournment(s) thereof.

To the knowledge of the directors and officers of the Corporation, as of the Record Date, except as set forth in the following table, no person beneficially owns or exercises control over, directly or indirectly, more than 10% of the outstanding voting securities of the Corporation.


Name of Shareholder and Jurisdiction of Residence	Type of Ownership	Number and Percentage of Common Shares Held
Joel Macdonald Florida, USA	Beneficial(1)	4,509,624 (14.66%)(1)
Bane Hunter New York, USA	Registered and Beneficial	3,075,946 (9.99%)(2)
TOTAL		7,585,570 (24.65%)(1)(2)

Notes:

(1) Blue Ocean Enterprises LLC (“ Blue Ocean ”), an affiliate of Mr. Macdonald, is the registered owner of 4,509,624 Common Shares and 1,000,000 GSW Options (as defined herein) as of the date of this Information Circular, which are exercisable for up to 142,857 Common Shares, representing approximately an additional 0.45% of the issued and outstanding Common Shares on a partially-diluted basis. Blue Ocean is wholly-owned by a revocable trust formed by Mr. Macdonald (the “ Revocable Trust ”). Mr. Macdonald is the sole trustee and beneficiary of the Revocable Trust and the sole director of Blue Ocean.
(2) Bane Hunter, CEO of the Corporation, is the beneficial holder of 3,075,946 Common Shares, representing approximately 9.99% of the issued and outstanding Common Shares. In addition, Mr. Hunter holds 5,500,00 GSW Options (as defined herein), which are exercisable for up to 785,714 Common Shares, representing approximately an additional 2.49% of the issued and outstanding Common Shares on a partiallydiluted basis.

PARTICULARS OF MATTERS TO BE ACTED UPON

Presentation of Financial Statements

The audited consolidated financial statements of the Corporation for the year ended June 30, 2021, together with the auditors' report thereon and the related management's discussion and analysis, will be presented to the Shareholders at the Meeting or any adjournment(s) or postponement(s) thereof for their consideration.

Election of Directors

The articles of the Corporation require no less than three directors of the Corporation if the Corporation is a reporting issuer. There are currently five directors of the Corporation. At the Meeting, it is proposed that five directors are to be elected. The present term of office of each current director of the Corporation will expire at the Meeting.

Management proposes to nominate at the Meeting the persons whose names are set forth in the table below, each to serve as a director of the Corporation until the next meeting of Shareholders at which the election of directors is considered, or until such person’s successor is duly elected or appointed, unless

such person resigns, is removed or becomes disqualified in accordance with the articles of the Corporation or the Business Corporations Act (British Columbia) (the " Act "). The persons named in the accompanying form of Proxy intend to vote for the election of such persons at the Meeting, unless otherwise directed. Management does not contemplate that any of the nominees will be unable to serve as a director of the Corporation.

The following table and the notes thereto set out the name of each person proposed by Management to be nominated for election as a director of the Corporation at the Meeting, the period during which he/she has been a director of the Corporation, his principal occupation within the five preceding years, all offices of the Corporation now held by such person, and his shareholdings, which includes the number of voting securities of the Corporation beneficially owned, or over which control or direction is exercised, directly or indirectly.

Name of Proposed Nominee, Province/State and Country of Residence	Year First Elected a Director	Principal Occupation(s) for the Past Five Years	Position(s) with the Corporation	Shares Owned, Controlled or Directed, Directly or Indirectly(1)
Mr. Bane Hunter New York, New York, USA	Corporation: 2020 GSW Australia: 2015	Director and Chief Executive Officer of the Corporation and GetSwift Limited	Director and Chief Executive Officer	3,075,946(2)
Mr. Joel Macdonald Fort Lauderdale, Florida, USA	Corporation: 2020 GSW Australia: 2015	Director and President of the Corporation and GetSwift Limited	Director and President	4,509,624(3)
Mr. Carl Mogridge(3),(4),(5),(6) Queensland, Australia	Corporation: 2020 GSW Australia: 2019	Director of the Corporation and GetSwift Limited; Director, TPA	Director	21,428
Mr. Marc Naidoo(3),(4),(5),(6) Victoria, Australia	Corporation: 2020 GSW Australia: 2019	Director of the Corporation and GetSwift Limited; Vice President, IT, Incitec Pivot Limited; General Manager Technology, Toll Group	Director	-
Mr. Stanley Pierre- Louis(3),(4),(5),(6) Washington, DC, USA	Corporation: 2020 GSW Australia: 2019	Director of the Corporation and GetSwift Limited; President and Chief Executive Officer, Entertainment Software Association; Senior VP, General Counsel, Entertainment Software Association	Director	-

Notes:

(1) No director beneficially owns, or controls or directs, directly or indirectly, any of the voting securities of the subsidiaries of the Corporation. These figures do not include stock options (as each such term is defined herein) which are disclosed elsewhere in this Information Circular. This information is presented on a non-diluted basis.

(2) Mr. Hunter beneficially owns and exercises control or direction over securities carrying approximately 9.99% of the voting rights attached to all voting securities of the Corporation. In addition, Mr. Hunter holds 5,500,00 GSW Options, which are exercisable for up to 785,714 Common Shares, representing approximately an additional 2.49% of the issued and outstanding Common Shares on a partially-diluted basis.

(3) Mr. Macdonald beneficially owns and exercises control or direction over securities carrying approximately 14.66% of the voting rights attached to all voting securities of the Corporation. Specifically, Blue Ocean, an affiliate of Mr. Macdonald, is the registered owner of 4,509,624 Common Shares and 1,000,000 GSW Options as of the date of this Information Circular, which are exercisable for up to 142,857 Common Shares, representing approximately an additional 0.45% of the issued and

outstanding Common Shares on a partially-diluted basis. Blue Ocean is wholly-owned by a revocable trust formed by Mr. Macdonald, of which Mr. Macdonald is the sole trustee and beneficiary. Mr. Macdonald is also the sole director of Blue Ocean. (4) Member of the compensation committee of the board of directors of the Corporation (the " Compensation Committee "). (5) Member of the audit committee of the board of directors of the Corporation (the " Audit Committee ").

(6) Member of the nomination and corporate governance committee of the board of directors of the Corporation (the " Nomination & Corporate Governance Committee ").

(7) Member of the disclosure committee of the board of directors of the Corporation (the “ Disclosure Committee ”).

The biographies of the proposed nominees for directors are set out below.

Mr. Bane Hunter – Executive Director and CEO

Mr. Hunter was appointed Chief Executive Officer of GetSwift Limited (“ GSW Australia ”) on April 26, 2018 and is a global executive with over twenty years’ experience in media and financial services. Mr. Hunter’s experience includes acting as Chief Executive Officer of The Loop, Chief Product Officer at A&E Television Networks, Senior Executive Director at Conde Nast, Head of Information Services Program delivery at Foxtel in Sydney and Chief Project Officer at MTV/Viacom in New York. Mr. Hunter’s other notable senior leadership roles include Board Member of The Blue Chilli Group and Head of Global Growth & Strategy and advisor to a number of other companies. In addition to a Masters of Business Administration, Mr. Hunter holds PMP, SPL, ITIL and CSM certifications and is fluent in several languages. Mr. Hunter has worked extensively in Australia, the US and Europe, with additional project work in Asia.

Mr. Joel Macdonald – Managing Director and President

Mr. Macdonald was appointed as a director of GSW Australia on March 6, 2015 and as President of GSW Australia on April 26, 2018 and is an entrepreneur and ex-professional Australian Football League athlete with extensive commercial experience in product, growth and marketing. Mr. Macdonald co-founded one of Australia’s first alcohol e-commerce platforms and was also a founder of an on-demand logistics company and hospitality payment platform. Mr. Macdonald’s other entrepreneurial initiatives include experience managing a US real estate investment company. Mr. Macdonald completed a Bachelor of Business degree at Monash University while competing professionally in the Australian Football League for 11 years.

Mr. Carl Mogridge – Independent, Non-Executive Director

Mr. Mogridge was appointed as a director of GSW Australia on July 29, 2019. He has over 15 years senior experience in marketing and advertising across a variety of sectors, including insurance, cosmetics and property development. He is currently Brisbane Director at The Property Agency, Australia's leading creative agency for property. He has previously held national positions with global brands, including Amway and Avon Cosmetics and led many digital and eCommerce transitions across APAC and the US. A frequent contributor for digital and entrepreneurial topics at business conferences and in digital media, Mr. Mogridge brings insights across business development, strategy and customer experience.

Mr. Marc Naidoo – Independent, Non-Executive Director

Mr. Naidoo was appointed as a director of GSW Australia on April 2, 2019. Mr. Naidoo is a senior technology executive with global experience in managing IT systems and infrastructures in large geographically diverse companies. He also has experience in governance across large technology groups in senior management positions in Asia Pacific, Europe and Latin America. Mr. Naidoo's previous technology experience includes senior roles at NBN Australia's broadband Network, BHP Billiton, Foxtel, and General Motors, including acting as CIO of General Motors Acceptance Corporation Australia and New Zealand. Over his career, he has successfully delivered several digital transformations, Big Data initiatives and organizational transformations with a strong focus on the customer and operational stability.

Mr. Stanley Pierre-Louis – Independent, Non-Executive Chair

Mr. Pierre-Louis was appointed as a director and Chairman of GSW Australia on May 31, 2019. He has over twenty-three years of experience leading, advising and governing private and public companies with a focus on technology and intellectual property issues. Mr. Pierre-Louis currently serves as Chief Executive Officer of the Entertainment Software Association (ESA) based in Washington, D.C. ESA is dedicated to serving the business and public affairs needs of companies that publish computer and video games for the Internet, personal computers, consoles, and handheld devices. Prior to joining ESA, Mr. Pierre-Louis served as Senior Vice President and Associate General Counsel for Intellectual Property (IP) at Viacom Inc., where he was responsible for managing major IP litigation, developing strategies for protecting digital content and leading other IP-related legal initiatives for brands including Nickelodeon, MTV, Paramount Pictures. Mr. Pierre-Louis is a Phi Beta Kappa graduate of Clark University. He earned his J.D. from the University of Chicago Law School.

The persons named in the accompanying Proxy (if named and absent contrary directions) intend to vote the shares represented thereby FOR the election of each of the aforementioned named nominees unless otherwise instructed on a properly executed and validly deposited proxy. Management does not contemplate that any nominees named above will be unable to serve as a director but, if that should occur for any reason prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee at their discretion.

Majority Voting Policy

The Board has adopted a majority voting policy (the " Majority Voting Policy ") which applies to the election of directors. Under the Majority Voting Policy, any nominee for election as a director who receives a greater number of votes "withheld" than votes "for" is required to submit such nominee’s resignation to the Board effective upon acceptance by the Board. The Board will consider such resignation and will accept the resignation absent exceptional circumstances. A director who submits his or her resignation pursuant to this policy will not participate in any meeting of the Board (or the Nomination & Corporate Governance Committee) at which the resignation is considered. The Corporation shall promptly issue a news release with the Board’s decision as to whether to accept or reject the resignation. In the event the resignation is rejected, the Corporation’s news release will set forth the reasons for the decision.

If the resignation is accepted, subject to any applicable law, the Board may leave the resultant vacancy unfilled until the next annual meeting of Shareholders, fill the vacancy through the appointment of a new director, or call a special meeting of Shareholders at which there will be presented one or more nominees to fill any vacancy or vacancies.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Cease Trade Orders

No proposed director of the Corporation is, as of the date of this Information Circular, or has been, within 10 years before the date hereof, a director, Chief Executive Officer or Chief Financial Officer of any company (including the Corporation) that was subject to a cease trade order, an order similar to a cease trade order or an order that denied such company access to any exemptions under securities legislation, that was in effect for a period of more than thirty (30) consecutive days, that was issued: (a) while that person was acting in such capacity; or (b) after that person ceased to act in such capacity but which resulted from an event that occurred while that person was acting in such capacity.

On October 5, 2021, the British Columba Securities Commission (the “ Commission ”) issued a cease trade order (the “ CTO ”) as a result of the delay in filing the Corporation’s audited annual financial statements for

its year ended June 30, 2021 and related management’s discussion and analysis (collectively, the “ 2021 Annual Financial Statements ”), annual information form for the year ended June 30, 2021 (the “ AIF ”), and the CEO and CFO certifications to be delivered in respect of the 2021 Annual Financial Statements and the AIF. As a result of the CTO, a person or company must not trade in or purchase a security of the Corporation in any jurisdiction in which the Corporation is a reporting issuer, except in accordance with certain conditions that are contained in the CTO, for so long as the CTO remains in effect. The CTO took automatic effect in each jurisdiction of Canada that has a statutory reciprocal order provision, subject to the terms of the local securities legislation, and provides that trading cease in respect of each security of the Corporation. In addition, beginning October 6, 2021, the Common Shares were halted from trading on the NEO while the CTO remains in effect. The Corporation completed the filing of the 2021 Annual Financial Statements, AIF, and Certifications on October 15, 2021, which initiates the review process by the Commission for a revocation of the CTO, which the Corporation anticipates will be issued in due course following such filing. As at the date of this Information Circular, the CTO remained in effect. Holders of the Corporation’s securities are urged to consult with their own investment or legal advisors about the implications of the CTO.

Corporate Bankruptcies

No proposed director of the Corporation is, as of the date of this Information Circular, or has been, within 10 years before the date hereof, a director or executive officer of any company (including the Corporation) that, while such person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

No proposed director of the Corporation has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Penalties or Sanctions

No proposed director of the Corporation has been subject to 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 has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

The Corporation and certain of its subsidiaries and certain of its directors and officers are involved in certain regulatory and civil proceedings in Australia. In August 2021, the Corporation and its subsidiary, GSW Australia, and its President and director, Joel Macdonald, entered into a settlement deed with no admissions as to liability in respect of the class action proceeding in Australia. See “ Interest of Informed Persons in Material Transactions ” below.

Appointment of Auditors

Shareholders will be requested to re-appoint RSM Alberta LLP, Chartered Professional Accountants, as auditors of the Corporation to hold office until the next annual meeting of Shareholders, and to authorize the directors of the Corporation to fix the auditors' remuneration and the terms of their engagement. RSM Alberta LLP, was first appointed auditors of the Corporation on May 19, 2020. Prior to completion of the statutory scheme of arrangement in Australia involving the Corporation and GSW Australia, which became

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legally effective on January 4, 2021 (the “ Arrangement ”), RSM Australia LLP acted as auditor for GSW Australia, which became a wholly-owned subsidiary of the Corporation pursuant to the Arrangement.

The persons named in the accompanying Proxy (if named and absent contrary directions) intend to vote the shares represented thereby FOR the resolution appointing RSM Alberta LLP as auditors of the Corporation for the ensuing year and to authorize the directors to fix RSM Alberta LLP LLP's remuneration.

The information required by Form 52-110F1 of National Instrument 52-110 – Audit Committees , including information regarding the fees billed to the Corporation by the auditors of the Corporation, is contained in the annual information form of the Corporation for the year ended June 30, 2021, under the heading " Audit Committee – External Auditor Service Fees by Category ", an electronic copy of which is available on the Corporation's SEDAR profile at www.sedar.com.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No individual who is, or at any time during the most recently completed financial year of the Corporation was, a director or executive officer of the Corporation, and no proposed nominee for election as a director of the Corporation, or any associate of any such director, executive officer or proposed nominee: (i) is or at any time since the beginning of the most recently completed financial year of the Corporation has been, indebted to the Corporation or any of its subsidiaries, or (ii) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year of the Corporation has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Corporation Incentive Plan

The Board has adopted a 2020 Incentive Award Plan (the “ Corporation Incentive Plan ”), a copy of which is attached hereto as Appendix “B”. Under the Corporation Incentive Plan, the Corporation is authorized to issue options exercisable to purchase Common Shares (“ Corporation Options ”), share appreciation rights, restricted share awards, restricted share units, deferred shares, deferred share units, cash based awards, performance shares, dividend equivalents, bonus shares, and other share-based awards. The aggregate number of Common Shares which may be issued under the Corporation Incentive Plan is 3,600,000 Common Shares (excluding Common Shares issued pursuant to GSW Legacy Plans (as defined below)). No awards under the Corporation Incentive Plan may be granted after the tenth anniversary of the earlier of the date the Corporation Incentive Plan was approved by the Board and the date the Corporation Incentive Plan was approved by the shareholders of the Corporation, unless the Corporation Incentive Plan is terminated at an earlier date by the Board.

The Corporation Incentive Plan was adopted by the Board and approved by the Corporation’s then sole shareholder on October 25, 2020 in anticipation of the Arrangement and listing of the Common Shares on the NEO Exchange. Details of the Corporation Incentive Plan, including its material terms and conditions and principal features and implications, were provided to shareholders of GSW Australia in the scheme booklet of GSW Australia provided to its shareholders in respect of the meeting of shareholders held on November 9, 2020 to consider and approve the Arrangement. Such implications included the Corporation Incentive Plan becoming the new equity incentive award plan following the completion of the Arrangement such that it would be the only incentive plan pursuant to which future incentive awards will be made following the completion of the Arrangement. Shareholders of GSW Australia approved the Arrangement and its

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terms and conditions, which included the adoption of the Corporation Incentive Plan for use following the completion of the Arrangement, at such meeting of shareholders.

Subject to applicable law (including the rules of the NEO Exchange and the provisions of the Act related to disclosable interests and conflicts of directors), the Board may at any time, and from time to time, amend in whole or in part any or all provisions of the Corporation Incentive Plan, or suspend or terminate it entirely, retroactively, or otherwise. However, the rights of a participant with respect to awards granted prior to an amendment may not be materially and adversely affected without the consent of the participant. No amendment may be made that would increase the aggregate number of Common Shares that may be issued under the Corporation Incentive Plan, decrease the exercise price of any share option or stock appreciation right, or make certain amendments to the Corporation Incentive Plan, without approval of the shareholders of the Corporation.

In 2017, GSW Australia adopted an employee & executive ownership plan (the “ GSW 2017 Plan ”). Prior to expiry of the GSW 2017 Plan, in November 2019, GSW Australia adopted an updated employee & executive ownership plan (the “ GSW 2019 Plan ”). Under the GSW 2017 Plan and the GSW 2019 Plan, GSW Australia was authorized to issue options (“ GSW Options ”) to purchase ordinary shares of GSW Australia (“ GSW Shares ”), performance rights, restricted shares, and other quasi-equity incentives to eligible participants, as determined from time to time by the board of directors of GSW Australia. A number of GSW Options have also been issued to GSW Australia directors and other external service providers on separate terms outside of the GSW 2017 Plan and GSW 2019 Plan. As of the date of this Information Circular, 9,717,167 GSW Options are issued and outstanding pursuant to the foregoing security-based compensation arrangements.

In April 2020, Get Swift, Inc. (“ GSI ”), a wholly-owned indirect subsidiary of the Corporation, adopted a 2020 omnibus equity compensation plan (the “ GSW U.S. Plan ” and, together with the GSW 2017 Plan and the GSW 2019 Plan, the “ GSW Legacy Plans ”). Under the GSW U.S. Plan, GSI was authorized to issue GSW Options, Performance Rights, restricted share awards, performance shares of GSW, deferred stock, restricted stock units, dividend equivalents, and other stock-based awards to eligible participants. The maximum number of GSW Shares issuable under the GSW U.S. Plan was 25,000,000 GSW Shares. As of the date of this Information Circular, no GSW Options have been issued pursuant to the GSW U.S. Plan.

No additional awards will be issued under any of the GSW Legacy Plans and the Corporation Incentive Plan will be the only incentive plan pursuant to which future incentive awards will be made.

The following table sets out information as of June 30, 2021 with respect to the equity incentive plans of the Corporation.


Plan Category	Number of securities to be issued upon exercise of outstanding Options, warrants and rights	Weighted-average exercise price of outstanding Options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by Shareholders(1)	0	-	3,600,000
Equity compensation plans not approved by Shareholders(4)	1,388,167	A$0.7994(2)(3)	Nil
TOTAL	1,388,167	A$0.7994(2)(3)	3,600,000

Notes:

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(1) Prior to the completion of the Arrangement, the Board and the sole shareholder of the Corporation at such time approved the Corporation Incentive Plan on October 25, 2020 in anticipation of the Arrangement and listing of the Common Shares on the NEO Exchange. In addition, shareholders of GSW Australia approved the Arrangement and its terms and conditions, which included the adoption of the Corporation Incentive Plan for use following the completion of the Arrangement, at a meeting of shareholders held on November 9, 2020.
(2) Amount in Australian dollars.
(3) The weighted-average exercise price of the GSW Options presented in the above chart has not been adjusted to reflect the ratio applicable to the exchange of GSW Shares for Common Shares in connection with the Arrangement. In connection with the Arrangement, GSW Australia entered into a legally binding deed with each holder of GSW Options (a “ GSW Optionholder ”) under which each GSW Optionholder agreed (to the extent applicable) to waive any rights they may have to accelerated vesting of their GSW Options in connection with the Arrangement (including any change of control of GSW Australia), and to amend the terms of any GSW Options they hold such that with effect on the completion of the Arrangement, upon exercise, they will receive in lieu of GSW Shares such number of Common Shares as determined by the exchange ratio of seven GSW Shares in exchange for each Common Share to be issued in connection with the Arrangement. The underlying exercise price of the GSW Options was also converted to Canadian dollars based on the A$:C$ exchange rate published by the Reserve Bank of Australia on the business day before the effective date of the Arrangement. These amendments took effect on completion of the Arrangement.
(4) Securityholder approval of these GSW Legacy Plans was obtained by GSW Australia prior to completion of the Arrangement.

As at June 30, 2021: (i) a total of 9,717,167 GSW Options were outstanding under the GSW Legacy Plans (exercisable in aggregate for up to 1,388,167 Common Shares); and (ii) no Corporation Options were outstanding under the Corporation Incentive Plan. As at June 30, 2021, an aggregate of 3,600,000 Common Shares remained available for issuance under the Corporation Incentive Plan.

Summary of Terms and Conditions of the Corporation Incentive Plan

The principal features of the Corporation Incentive Plan are summarized below.

Purpose

The Board adopted the Corporation Incentive Plan to promote the success and enhance the value of the Corporation by linking the individual interests of the members of the Board, employees, and consultants to those of the Corporation and its shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Corporation’s shareholders. The Corporation Incentive Plan may be administered by the Corporation’s Compensation Committee and is further intended to provide flexibility to the Corporation in its ability to motivate, attract, and retain the services of directors, employees, and consultants upon whose judgment, interest, and special effort the successful conduct of the Corporation’s operation is largely dependent. The aggregate number of Common Shares which may be issued under the Corporation Incentive Plan is 3,600,000 Common Shares (excluding any Common Shares issued pursuant to GSW Legacy Plans).

Any person determined by the administrator of the Corporation Incentive Plan to be an employee, consultant, or non-employee director of the Corporation is entitled to participate in the Corporation Incentive Plan. No awards under the Corporation Incentive Plan may be granted after the tenth anniversary of the earlier of the date the Corporation Incentive Plan was approved by the Board and the date the Corporation Incentive Plan was approved by the shareholders of the Corporation, unless the Corporation Incentive Plan is terminated at an earlier date by the Board. Subject to applicable law (including the rules of the NEO), the Board (other than conflicted directors) may at any time, and from time to time, amend in whole or in part any or all provisions of the Corporation Incentive Plan, or suspend or terminate it entirely, retroactively, or otherwise. However, the rights of a participant with respect to awards granted prior to an amendment may not be materially and adversely affected without the consent of the participant. No amendment may be made that would increase the aggregate number of Common Shares that may be issued under the Corporation Incentive Plan, decrease the exercise price of any share option or stock appreciation right, or

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make certain amendments to the Corporation Incentive Plan, without approval of the shareholders of the Corporation.

The Corporation Incentive Plan also authorizes the Compensation Committee to delegate authority to one or more members of the Board, provided that such directors cannot grant awards to themselves using the delegated authority. Under the Corporation Incentive Plan, the Corporation is authorized to issue Corporation Options, share appreciation rights, restricted share awards, restricted share units, deferred shares, deferred share units, and cash based awards.

Options

Options to acquire Common Shares may be granted under the Corporation Incentive Plan. The maximum term of options granted under the Corporation Incentive Plan is 10 years, subject to certain restrictions for “incentive stock options” (within the meaning of Section 422 of the Internal Revenue Code). The exercise price of each Corporation Option must be at least equal to the fair market value of a Common Share on the date of grant. For the purposes of the Corporation Incentive Plan, the fair market value is the closing price of the Common Shares on the NEO Exchange on the previous trading date prior to the date of grant, or such other reasonable pre-determined formula, based on a weighted average trading price or average daily high and low board lot trading prices for a short period of time prior for the Common Shares to the date of grant as determined by the Compensation Committee. Upon a participant’s termination of service, unless otherwise determined by the Compensation Committee, any unvested share options shall automatically expire.

Share Appreciation Rights

Share appreciation rights may be granted under the Corporation Incentive Plan. Share appreciation rights provide for a payment, or payments, in cash or shares, based upon the difference between the fair market value of Common Shares on the date of exercise and the stated exercise price of the share appreciation right. Upon a participant’s termination of service, unless otherwise determined by the Compensation Committee, any unvested share appreciation rights shall automatically expire.

Restricted Share Awards

Awards of restricted Common Shares may be granted under the Corporation Incentive Plan. The Compensation Committee may determine the number of shares to be awarded, the price (if any) to be paid by the participant, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the award of restricted Common Shares. Unless otherwise provided for by the Compensation Committee, holders of restricted Common Shares shall have all of the rights of a holder of Common Shares, including the right to vote such shares and the right to receive, upon vesting of the restricted Common Shares, dividends or other distributions paid with respect to the restricted Common Shares. Upon a participant’s termination of service, unless otherwise determined by the Compensation Committee, any restricted Common Shares that were not paid for by the participant shall be surrendered and cancelled and any restricted Common Shares that were paid for by the participant may be repurchased by the Corporation at a cash price per share equal to the lesser of the fair market value at the date of repurchase and the price paid by the participant.

Restricted Share Units

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Restricted share units may be granted under the Corporation Incentive Plan. A restricted share unit is an award of a right to receive Common Shares (or the cash equivalent thereof) in such amounts and subject to such terms and conditions as determined by the Compensation Committee. Upon a participant’s termination of service, any restricted share units will vest or be forfeited in accordance with the terms and conditions established by the Compensation Committee.

Deferred Shares

Deferred shares may be granted under the Corporation Incentive Plan. The number of deferred shares shall be determined by the Compensation Committee and may be based on performance criteria or other specific criteria, in each case on a specified date or dates or over any period or periods determined by the Compensation Committee. Unless otherwise provided by the Compensation Committee, a holder of deferred shares shall have no rights as a shareholder with respect to such deferred shares until such time as the award has vested and any other applicable conditions and/or criteria have been satisfied.

Deferred Share Units

Deferred share units may be granted under the Corporation Incentive Plan. The number of shares of deferred share units shall be determined by the Compensation Committee and may be based on performance criteria or other specific criteria, in each case on a specified date or dates or over any period or periods determined by the Compensation Committee. Each deferred share unit shall entitle the Holder thereof to receive one Common Share on the date the deferred share unit becomes vested or upon a specified settlement date thereafter. Unless otherwise provided by the Compensation Committee, a Holder of deferred share units shall have no rights as a shareholder with respect to such deferred share units until such time as the award has vested and any other applicable conditions and/or criteria have been satisfied.

Other Cash-Based Awards

The Compensation Committee may grant cash-based awards in amounts, and on such terms and conditions, and subject to vesting conditions determined by the Compensation Committee. Upon a participant’s termination of service, any other cash-based awards will vest or be forfeited in accordance with the terms and conditions established by the Compensation Committee.

Performance Shares

The Compensation Committee may grant share awards subject to performance vesting conditions under the Corporation Incentive Plan. Performance awards may provide for the payment of shares or cash upon attainment of specific performance goals, as determined by the Compensation Committee. The Compensation Committee may, at the time of grant, determine that amounts equal to dividends declared during the performance measurement period with respect to the number of shares covered by an award will be accumulated and paid upon, and subject to, vesting. Upon a participant’s termination of services, any performance shares will vest or be forfeited in accordance with the terms and conditions established by the Compensation Committee.

Dividend Equivalents

The Compensation Committee may grant, either alone or in tandem with other awards, dividend equivalents under the Corporation Incentive Plan. A dividend equivalent is a right to receive the equivalent value (in cash or Common Shares) of dividends paid on Common Shares. Each dividend equivalent shall be subject to such restrictions and limitations as may be determined by the Compensation Committee. Notwithstanding

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the foregoing, no dividend equivalents shall be payable with respect to share options or share appreciation rights.

Bonus Shares

The Compensation Committee may grant bonus shares, in such amount and upon such terms and at any time and from time to time as shall be determined by the Compensation Committee.

Other Share-Based Awards

The Compensation Committee may grant share awards payable in, valued in whole or in part by reference to, or other wise based on or related to Common Shares, including awards subject to vesting conditions determined by the Compensation Committee and Common Shares awarded which are not subject to any restrictions or conditions, convertible or exchangeable debt securities or other rights convertible or exchangeable into Common Shares. Upon a participant’s termination of services, any other share-based awards will vest or be forfeited in accordance with the terms and conditions established by the Compensation Committee.

Adjustments

The existence of, and the awards under, the Corporation Incentive Plan shall not affect or restrict any way the right of the Board, the Compensation Committee, or the Corporation to make or authorise any adjustment, recapitalisation, reorganisation, or other change in the Corporation’s capital structure, any merger or consolidation of the Corporation, or any other corporate act or proceeding. If the Corporation effects any merger, consolidation, statutory exchange, spin-off, reorganisation, or other corporate transaction or event in which the Corporation’s outstanding Common Shares are converted into the right to receive securities or other property, outstanding awards may be adjusted as to the number or kind of securities covered by such award, in a manner deemed appropriate by the Compensation Committee to (i) prevent dilution or enlargement of the rights granted to, or available for, participants under the Corporation Incentive Plan, (ii) facilitate such transactions or events, or (iii) give effect to such changes in applicable law or applicable accounting standards. Unless the awards are assumed or replaced by the surviving entity, a change in control (as defined in the Corporation Incentive Plan) will result in all unvested awards becoming fully vested.

STATEMENT OF EXECUTIVE COMPENSATION

The following information regarding executive compensation is presented in accordance with National Instrument Form 51-102F6 – Statement of Executive Compensation . The objective of this disclosure is to communicate the compensation the Corporation paid, made payable, awarded, granted, gave or otherwise provided to each named executive officer and director for the financial year ended June 30, 2021, and the decision-making process relating to compensation.

Information contained in this form is as of June 30, 2021 unless indicated otherwise.

Compensation Discussion and Analysis

Compensation Governance

The Board has not adopted any formal policies or procedures to determine the compensation of the Corporation's directors or executive officers. The compensation of the directors and executive officers is

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determined by the Board, based on the recommendations of the Compensation Committee. Recommendations of the Compensation Committee are made giving consideration to the objectives discussed below and, if applicable, considering applicable industry data.

The Compensation Committee currently consists of the Corporation’s three independent directors: Carl Mogridge, Marc Naidoo, and Stanley Pierre-Louis, all of whom have direct and indirect experience relevant to their roles as members of the Compensation Committee. All of the members of the Compensation Committee are independent directors of the Corporation. For details regarding the experience of the members of the Compensation Committee, see the biographies of each member set out under " Particulars of Matters to be Acted Upon – Election of Directors ".

The role and responsibility of the Compensation Committee is to assist the Board in fulfilling its responsibilities for compensation philosophy and guidelines, and fixing compensation levels for the directors and executive officers. In addition, the Compensation Committee is charged with reviewing the Corporation Incentive Plan and proposing changes thereto, approving any awards of options under the Corporation Incentive Plan and recommending any other employee benefit plans, incentive awards and perquisites with respect to the directors and executive officers of the Corporation. The Compensation Committee is also responsible for reviewing, approving and reporting to the Board on the Corporation's succession plans for its executive officers.

The Corporation’s compensation practices are designed to retain, motivate and reward our executive officers for their performance and contribution to our long-term success. The Board makes decisions regarding executive compensation by seeking to compensate our executive officers by combining short and long-term cash and equity incentives. It also seeks to reward the achievement of corporate and individual performance objectives, and to align executive officers' incentives with shareholder value creation. The Board seeks to tie individual goals to the area of the executive officer's primary responsibility, including the achievement of specific financial or business development goals. The Board also sets performance goals that reach across all of the Corporation’s business areas and include achievements in finance/business development and corporate development. In assessing the compensation of its executive officers, we do not have in place formal objectives, criteria or analysis; instead, the Corporation relies mainly on discussions between members of the Board and the review of appropriate comparison data. The Board considers each executive's performance and other relevant factors, including the scope of each executive's position and responsibilities, the achievement of corporate goals, the current business environment and anticipated changes, and executive retention and recruitment considerations.

Elements of Compensation

1. Base Salary

Base salary is the fixed portion of each executive officer's total compensation. It is designed to provide income certainty. Base salaries for our executive officers are to be established based on the scope of their responsibilities and their prior relevant experience, taking into account competitive market compensation paid by other companies in the Corporation’s industry for similar positions and the overall market demand for such executives at the time of hire. An executive officer's base salary will also be determined by reviewing the executive officer's other compensation to ensure that the executive officer's total compensation is in line with our overall compensation philosophy.

Base salaries are to be reviewed annually and increased for merit reasons, based on the executive officers' success in meeting or exceeding individual objectives, and taking into account prevailing market conditions.

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Additionally, we will adjust base salaries as warranted throughout the year for promotions or significant changes in the scope or breadth of an executive officer's role or responsibilities.

2. Short-Term Incentive Awards

The Corporation’s compensation program includes eligibility for an annual incentive cash bonus. Annual incentive cash bonuses are discretionary and are not awarded pursuant to a formal plan. The Board will assess the level of the executive officer's achievement of meeting individual goals, as well as that executive officer's contribution towards corporation-wide goals. The Board believes that short-term incentive awards, such as discretionary incentive cash bonuses, provide management with a useful tool to reward recipients of such awards for notable accomplishments and to link such accomplishments with corporate performance and the creation of shareholder value. The amount of the cash bonus is expected to depend on the level of achievement of the individual performance goals, with a target bonus generally to be set as a percentage of base salary and based on individual, department, and company-wide performance measures.

3. Long-Term Equity Incentive Awards

The Board believes that equity-based awards will allow the Corporation to reward its executive officers for their sustained contributions and that equity awards reward continued employment by an executive officer, with an associated benefit to us of employee continuity and retention. The Board believes that equitybased incentive awards, such as stock options and performance rights, provide management with a strong link to long-term corporate performance and the creation of shareholder value. The Corporation Incentive Plan allows the opportunity to grant stock options to purchase Common Shares and grant share awards.

Risks Associated with the Compensation Policies and Practices

As part of its oversight of the executive compensation program, the Compensation Committee considers the implications of any risks associated with such program. The Compensation Committee believes that executive compensation risk management begins with ongoing Board oversight of:

the Corporation's strategic objectives, results, regulatory reports and financial plans;
fraud and error reporting;
the Audit Committee's quarterly meetings with the external auditors, including discussions with the external auditors that exclude management; and
the Corporation's internal control, management information system, financial reporting and financial control systems.

Based on this review, the Corporation has concluded that its compensation policies and procedures are not reasonably likely to have a material adverse effect on the Corporation or any of its subsidiaries. In addition, given the size and limited elements of executive compensation, the Board believes the current structure of the Corporation’s executive compensation arrangements is focused on long-term value and is designed to correlate to the long-term performance of the Corporation.

Hedging

Other than the Corporation's corporate disclosure and insider trading policies, no policies have been instituted related to the purchase by directors or Named Executive Officers (as defined below) of financial

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instruments, including, for greater certainty, 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, director or indirectly, by any director or Named Executive Officer.

Compensation Consultant

During the financial year ended June 30, 2021, neither the Corporation nor, prior to completion of the Arrangement, GSW Australia, has engaged any compensation consultant to advise it with respect to the compensation of directors and executive officers. No fees were paid by the Corporation or GSW Australia to any compensation consultant for executive compensation-related services and all other services during the fiscal year ended June 30, 2021.

Performance Graph

Below is a chart comparing the Corporation's shareholder return to that of the NASDAQ Composite Index over the period from January 14, 2021, being first day on which the Common Shares were traded on the NEO Exchange, to June 30, 2021, being the last day of the Corporation’s most recently completed financial year. The Corporation became a reporting issuer on January 5, 2021 upon a receipt of the British Columbia Securities Commission for the long-form prospectus of the Corporation dated January 4, 2021.

==> picture [389 x 216] intentionally omitted <==

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

Share Performance Graph
$USD GSW NASDAQ
160.00
140.00
120.00
100.00
80.00
60.00
40.00
20.00
-
14-Jan 29-Jan 26-Feb 31-Mar 30-Apr 28--May 30-Jun
----- End of picture text -----

	14-Jan	29-Jan	26-Feb	31-Mar	30-Apr	28-May	30-Jun
GSW	100.00	99.51	97.55	135.05	116.87	61.31	83.31
NASDAQ	100.00	99.68	100.61	101.02	106.43	104.90	110.39

The Corporation’s total shareholder return decreased by 17% during the period from January 14, 2021 and June 30, 2021. The NASDAQ Composite Index generated returns of approximately 10% during the same period. Compensation for the Named Executive Officers (as defined herein) was unchanged during such period.

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Summary Compensation Table

The following table summarizes, for the periods indicated, the compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Corporation to each individual who served as the Corporation's Chief Executive Officer, Chief Financial Officer and each other named executive officer, as defined under Form 51-102F6 – Statement of Executive Compensation . Such persons are referred to collectively herein as the " Named Executive Officers ". Unless otherwise indicated, all amounts in the following table for the 2020 and 2019 fiscal years relate to amounts paid by GSW Australia to the Named Executive Officers prior to completion of the Arrangement and are presented in Australian dollars and figures for the 2021 fiscal year relate to payments made by GSW Australia prior to the completion of the Arrangement and the Corporation following completion of the Arrangement and are presented in United States dollars.


Name and principal	Year	Salary	Share- based	Option- based	Non-equity incentive plan compensation ($) Ln-		Pension value ($)	All other compensation ($)	Total compensation ($)
position		($)	awards ($)	awards ($)	Annual incentive plans	og term incentive plans
Bane Hunter, Chief Executive Officer and Director of the Corporation	2021 2020(2)(4) 2019(2)(4)	399,470 722,159 684,402	- 250,705 152,252	54,874(2) 215,376 515,055	- - -	- - -	19,447 11,631 19,447	9,934 7,125 9,934	483,995 1,206,997 483,995
Robert Bardunias, Chief Operating Officer of the Corporation and Chief Financial Officer of Corporation(2)	2021 2020(2) 2019(2)	212,156 279,902 314,779	- - -	- - -	- - -	- - -	3,796 5,923 3,595	14,486 - -	237,172 286,825 318,374
Susan Cox, Head of Administration and Human Resources of the Corporation	2021 2020(2) 2019(2)	200,000 206,199 130,895	- - -	- 31,193 36,727	- 67,375 20,000	- - -	- 11,454 10,172	19,430 - -	219,430 316,221 199,250
Joel Macdonald, President and Director of the Corporation	2021 2020(2)(4) 2019(2)(4)	389,489 716,882 671,700	- 250,705 152,252	1,997(2) 143,635 103,011	- - -	- - -	- - -	11,068 8,238 16,364	417,298 1,088,874 970,157

	2021(1)	21,060(3)	-	-	-	-	-	-	21,060(3)

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Name and principal position	Year	Salary ($)	Share- based awards ($)	Option- based awards ($)	Non-equity incentive plan compensation ($) Ln-	Non-equity incentive plan compensation ($) Ln-	Pension value ($)	All other compensation ($)	Total compensation ($)
					Annual incentive plans	og term incentive plans
Michael Willetts, Corporate Secretary of the Corporation	2020(1) 2019(1)	- -	- -	- -	- -	- -	- -	- -	- -
Dennis Noto, former Chief Technology Officer of the Corporation and GSW Australia(4)	2021 2020(2) 2019(2)	298,038 472,975 335,263	- - -	- - -	- 121,043 202,125	- - -	- 8,109 5,133	46,169 - -	344,207 602,127 547,436

Notes:

(1) Michael Willetts was appointed corporate secretary of the Corporation on February 14, 2021.
(2) Represents compensation paid by GSW Australia prior to the effective date of the Arrangement.

(3) Represents fees paid to WD Numeric Corporate Services Inc. (“ WD Numeric ”). Mr. Willetts provides services to the Corporation pursuant to an engagement letter between GSW Australia and WD Numeric dated December 28, 2020 (the “ Willetts Agreement ”), pursuant to which the Corporation has engaged WD Numeric to provide corporate secretarial and fractional CFO services.

(4) Mr. Noto resigned as Chief Technology Officer of the Corporation effective May 31, 2021, following the completion of Mr. Noto’s mandate to develop an enterprise grade platform and architecture for the Corporation. (5) Presented in United States dollars.

Incentive Plan Awards – Outstanding Option-Based and Share-Based Awards

The following table shows all outstanding option-based and share-based awards held by each Named Executive Officer as at June 30, 2021. All amounts in the following table and the notes thereto are in Australian dollars unless otherwise indicated.

	Option-based Awards	Option-based Awards	Option-based Awards	Option-based Awards	Share-based Awards	Share-based Awards	Share-based Awards	Share-based Awards

Name and Position	Number of securities underlying unexercised options	Option exercise price	Option expiration date	Value of unexercise d in-the- money options	Number of shares or units of shares that have not vested	Market or payout value of share- based awards that have not vested	Number of shares or units of shares that have vested	Market value of vested share- based awards not paid or distributed
Bane Hunter, Chief Executive Officer and Director of GSW and the Corporation	785,714	$0.4965 - $1.20	August 14, 2021 – December 12, 2029	$220,967(1)	-	-	-	-
Robert Bardunias, Chief Operating	-	-	-	-	-	-	-	-

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	Option-based Awards	Option-based Awards	Option-based Awards	Option-based Awards	Share-based Awards	Share-based Awards	Share-based Awards	Share-based Awards

Name and Position	Number of securities underlying unexercised options	Option exercise price	Option expiration date	Value of unexercise d in-the- money options	Number of shares or units of shares that have not vested	Market or payout value of share- based awards that have not vested	Number of shares or units of shares that have vested	Market value of vested share- based awards not paid or distributed
Officer of GSW and the Corporation and Chief Financial Officer of the Corporation(1)
Susan Cox, Head of Administration and Human Resources of GSW and the Corporation	35,714	$0.80 - $1.00	February 28, 2033	-	-	-	-	-
Joel Macdonald, President and Managing Director of GSW and President and Director of the Corporation	142,857	$0.80 - $1.00	August 14, 2021	-	-	-	-	-
Michael Willetts, Corporate Secretary of the Corporation	-	-	-	-	-	-	-	-

Notes:

(1) This figure is presented in Canadian dollars.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table provides information regarding the value on pay-out or vesting of incentive plan awards for the Named Executive Officers for the financial year ended June 30, 2021.

Name	Option-based awards – Value vested during the year	Share-based awards – Value vested during the year(1)	Non-equity incentive plan compensation – Value earned during the year
Bane Hunter	Nil	Nil	Nil
Robert Bardunias	Nil	Nil	Nil
Susan Cox	Nil	Nil	Nil
Joel Macdonald	Nil	Nil	Nil
Michael Willetts	Nil	Nil	Nil

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Pension Plan Benefits

As of June 30, 2021, there did not exist a pension plan for the Named Executive Officers that provided for payments or benefits at, following or in connection with retirement.

Termination and Change of Control Benefits

Other than as described herein, the Corporation does not have any contract, agreement, plan or arrangement that provides for payments to a Named Executive Officer at, following, or in connection with a termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of the Corporation or a change in a Named Executive Officer's responsibilities.

Pursuant to the terms and subject to the conditions set forth in the employment agreement entered into between GSI and Susan Cox on January 23, 2017, as amended (the “ Cox Agreement ”), Ms. Cox will receive a salary of US$240,000 per annum. The Cox Agreement provides for employment for a period of one (1) year and thereafter from year to year, subject to early termination provisions in the Cox Agreement. In the event of a change of control, Ms. Cox is entitled to receive twelve (12) months of severance pay, which includes but is not limited to salary, bonuses and allowances. If Ms. Cox should fall ill or suffer incapacity, injury or an accident beyond her control that prevents her from discharging her duties under the Cox Agreement for a total of thirty (30) days or more in any twelve (12) consecutive calendar months, GSI may by notice in writing either discontinue in whole or part of the remuneration on and from such date specified in the notice until the incapacity ceases, or terminate the Cox Agreement immediately or on such date specified in the notice. The Cox Agreement includes customary non-disclosure and confidentiality requirements, as well as a non-compete and non-solicitation provisions that remain in effect for two (2) years after the date when Mrs. Cox ceases to be an employee of GSI.

Pursuant to the terms and subject to the conditions set forth in the employment agreement entered into between GSW Australia and Joel Macdonald on November 1, 2016, as amended (the “ Macdonald Agreement ”), Mr. Macdonald shall receive: (i) a base salary of US$408,500 per annum plus yearly increases in base salary as determined by the GSW Board, with the rate of 4.5% per annum being used as a benchmark; and (ii) a total of 14,817,073 performance rights, which have been released to Mr. Macdonald. In addition, Mr. Macdonald is entitled to a bonus of an amount that is equal to at least 5% of the gross sales of GSW Australia, which is payable only when he is removed as a member of the Board. As of June 30, 2021, Mr. McDonald’s annual bonus target is 100% of his base salary. The Macdonald Agreement provides for employment for a period of four (4) years and is automatically renewable for a two (2) year period.

In the event of a change of control, Mr. Macdonald’s performance based awards that have not yet vested shall vest immediately and any restriction period applicable to a performance based award shall lapse. In the event Mr. Macdonald is terminated within two years following a change of control, all awards of shares to Mr. Macdonald shall vest and any applicable restriction periods shall lapse. For the purposes of the Macdonald Agreement, a change of control is defined as (i) the acquisition by any individual, entity or group of beneficial ownership of 20% or more of the Common Shares; (ii) certain changes to the composition of the Board (iii) a sale, merger, reorganization or consolidation or sale or other disposition of at least 50% of the assets of the Corporation; or (iv) the liquidation or dissolution of the Corporation. Such payments to Mr. Macdonald upon his termination in connection with a change of control would total approximately US$1,634,000 calculated as at the date of this Information Circular.

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If Mr. Macdonald should fall ill or suffer incapacity, injury or an accident beyond his control that prevents him from discharging his duties under the Macdonald Agreement for a total of 100 consecutive days or 12 calendar months, the Corporation may discontinue employment but will be required to continue to remunerate Mr. Macdonald pursuant to the Macdonald Agreement until the completion of the term such agreement. Should Mr. Macdonald pass away, all amounts that would have been payable to Mr. Macdonald under the Macdonald Agreement had he continued to live will be payable to Mr. Macdonald’s legatee or other designee.

Should Mr. Macdonald be terminated without cause by the Corporation, Mr. Macdonald is entitled to receive a severance pay equal to two times his annual base salary that is in effect immediately prior to the termination. In addition, Mr. Macdonald will continue to receive the minimum amount of the bonus payment from GSW for the duration of the term of the Macdonald Agreement.

The Macdonald Agreement includes customary non-disclosure and confidentiality requirements, as well as a non-compete provision that remains in effect for the duration of the Macdonald Agreement.

Mr. Hunter entered into an employment agreement with the GSW Australia on November 1, 2016 (the “ Hunter Agreement ”). The terms and conditions of the Hunter Agreement are identical to those of the Macdonald Agreement except that Mr. Hunter’s base salary is $419,250 per annum. Payments owing to Mr. Hunter under the Hunter Agreement upon his termination in connection with a change of control would total approximately US$1,677,000 calculated as at the date of this Information Circular.

Mr. Bardunias and GSI entered into an employment agreement on October 12, 2018 (the “ Bardunias Agreement ”). Pursuant to the Bardunias Agreement, Mr. Bardunias shall receive a base salary of US$215,000 and is eligible to participate in the Corporation Incentive Plan. In addition, Mr. Bardunias is eligible for an annual discretionary bonus. In the event of a change of control, any options granted to Mr. Bardunias will accelerate and vest in accordance with the Corporation’s rules and policies in place at the time. The Bardunias Agreement provides for an “at will” employment relationship between GSI, allowing either Mr. Bardunias or GSI to terminate the employment relationship at any time with or without cause. The Bardunias Agreement also includes customary non-compete and non-solicitation provisions, which are effective for a period of 12 months following the termination of the Bardunias Agreement. Concurrently with the Bardunias Agreement, Mr. Bardunias and GSI entered into a Proprietary Information Agreement in which Mr. Bardunias agreed to additional confidentiality obligations in connection with GSI’s intellectual property and trade secrets, and to the assignment of certain intellectual property rights in connection with work product created in the course of Mr. Bardunias’ employment.

Mr. Willetts, the Corporate Secretary of the Corporation, provides his services to the Corporation pursuant to the Willetts Agreement. WD Numeric and GSW Australia entered into the Willetts Agreement on December 28, 2020, pursuant to which WD Numeric will provide corporate secretarial and fractional CFO services. Pursuant to the Willetts Agreement, WD Numeric will provide specified accounting and bookkeeping services for a monthly fee of $7,000 beginning January 31, 2021. In addition, the Willetts Agreement provides for a one-time setup fee of $10,000 (exclusive of taxes), which was paid by GSW Australia prior to completion of the Arrangement. Any additional services to be provided by WD Numeric will be billed separately and on an hourly basis. WD Numeric has agreed to endeavour to ensure that the aggregate annual charges for services provided under the Willetts Agreement will not exceed $200,000 per year, subject to and in accordance with the terms of the agreement. The Willetts Agreement will remain in effect until January 1, 2022 and shall automatically renew for a period of twelve (12) months unless written notice of termination has been provided by WD Numeric or GSW Australia to the other party. If GSW

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Australia wishes to terminate the Willetts Agreement, it must provide WD Numeric with thirty (30) days written notice of such termination.

Mr. Noto and GSI entered into an employment agreement on September 3, 2018 (the “ Noto Agreement ”). Prior to the completion of the Corporation’s last financial year, Mr. Noto resigned as Chief Technology Officer of the Corporation effective May 31, 2021, following the completion of Mr. Noto’s mandate to develop an enterprise grade platform and architecture for the Corporation. Pursuant to the Noto Agreement, prior to his resignation, Mr. Noto was entitled receive a base salary of US$300,000 and was eligible to participate in the GSW 2019 Plan. In addition, prior to his resignation, Mr. Noto was eligible for a discretionary annual bonus of up to 30% of his salary. In the event of a change of control, any options granted to Mr. Noto would have accelerated and vested in accordance with GSI’s rules and policies in place at the time. Mr. Noto was also granted a US$125,000 sign-on bonus, which was paid to Mr. Noto in full, but which vests in equal monthly installments for a period of twenty-four monthly vesting installments. The Noto Agreement provided for an “at will” employment relationship between GSI, allowing either Mr. Noto or GSI to terminate the employment relationship at any time with or without cause. The Noto Agreement also included customary non-compete and non-solicitation provisions, which are effective for a period of 12 months following the termination of the Noto Agreement.

Concurrently with the Noto Agreement, Mr. Noto and GSI entered into a proprietary information and work product agreement in which Mr. Noto agreed to additional confidentiality obligations in connection with GSI’s intellectual property and trade secrets, and to the assignment of certain intellectual property rights in connection with work product created in the course of Mr. Noto’s employment.

Director Compensation

The following table sets forth information concerning the annual and long-term compensation in respect of the directors of the Corporation, other than the directors who were also Named Executive Officers, during the financial year ended June 30, 2021.

Director Compensation Table

Name	Fees earned	Share- based awards	Option- based awards	Non-equity incentive plan compensation	Pension value	All other compensation	Total compensation
Mr. Carl Mogridge(2)	$71,016	-	19,238	-	-	$6,401	$101,969.52
Mr. Marc Naidoo(3)	$92,321	$92,321	-	-	$8,770	$34,583	$135,674
Mr. Stanley Pierre-Louis(4)	$186,000	-	-	-	-	-	$186,000

Notes:

(1) All figures in the table above are presented in United States dollars.

(2) Appointed a director of GSW Australia on May 31, 2019 and a director of the Corporation on May 19, 2020. (3) Appointed a director of GSW Australia on April 2, 2019 and a director of the Corporation on May 19, 2020.

(4) Appointed a director of GSW Australia on July 29, 2019 and a director of the Corporation on May 19, 2020.

Outstanding Option-Based and Share-Based Awards

The following table shows all outstanding option-based and share-based awards held by each director (other than the directors who were also Named Executive Officers and for whom the identical information

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is shown on the comparable table for Named Executive Officers set out above) as at June 30, 2021. All amounts in the following table are in Australian dollars unless otherwise indicated.

	Option-based Awards	Option-based Awards	Option-based Awards	Option-based Awards	Share-based Awards	Share-based Awards	Share-based Awards	Share-based Awards

Name	Number of securities underlying unexercised options	Option exercise price(1)	Option expiration date	Value of unexercised in-the-money options	Number of shares or units of shares that have not vested	Market or payout value of share- based awards that have not vested	Number of shares or units of shares that have vested	Market or payout value of vested share- based awards not paid or distributed (2)
Mr. Carl Mogridge(1)	28,571	$0.4965	December 20, 2029	$20,901(1)	-	-	-	-
Mr. Marc Naidoo(2)	42,857	$0.4965	December 20, 2029	$31,352(1)	-	-	-	-
Mr. Stanley Pierre- Louis(3)	98,143	$0.4965	December 12, 2029	$65,779(1)	-	-	-	-

Notes:

(1) Presented in Canadian dollars.
(2) Appointed a director of GSW Australia on May 31, 2019 and a director of the Corporation on May 19, 2020. (3) Appointed a director of GSW Australia on April 2, 2019 and a director of the Corporation on May 19, 2020.
(4) Appointed a director of GSW Australia on July 29, 2019 and a director of the Corporation on May 19, 2020.

Value of Awards Vested or Earned During the Year

The following table provides information regarding the value on pay-out or vesting of incentive plan awards for each director (other than the directors who are also Named Executive Officers and for whom the identical information appears on the comparable table for Named Executive Officers set out above) for the financial year ended June 30, 2021. All amounts in the following table are in Australian dollars unless otherwise indicated.


Name	Option-based awards – Value vested during the year	Share-based awards – Value vested during the year(1)	Non-equity incentive plan compensation – Value earned during the year
Mr. Carl Mogridge(1)	19,238	-	-
Mr. Marc Naidoo(2)	34,583	-	-
Mr. Stanley Pierre-Louis(3)	-	-	-

Notes:

(1) Appointed a director of GSW Australia on May 31, 2019 and a director of the Corporation on May 19, 2020. (2) Appointed a director of GSW Australia on April 2, 2019 and a director of the Corporation on May 19, 2020.
(3) Appointed a director of GSW Australia on July 29, 2019 and a director of the Corporation on May 19, 2020.
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Directors and Officers Liability Insurance

Directors and officers liability insurance was purchased on April 23, 2021 at the Corporation's expense for the protection of all the directors and officers against liability incurred by them in their capacities as directors and officers of the Corporation and the Corporation's past and present subsidiaries.

STATEMENT OF CORPORATE GOVERNANCE

Under the Canadian Securities Administrators' National Instrument 58-101 – Disclosure of Corporate Governance Practices (" NI 58-101 "), the Corporation is required to disclose certain information relating to its corporate governance practices. This information is set forth below.

Board of Directors

The Corporation has determined that three of the five current directors are "independent" within the meaning of NI 58-101. The three independent directors of the Corporation are Mr. Mogridge, Mr. Naidoo, Mr. Pierre-Louis. Each of Mr. Hunter, who serves as Chief Executive Officer of the Corporation and Mr. Macdonald, who serves as President of the Corporation, are not considered to be independent.

Meetings of Independent Directors

The Board believes that, given its size and structure, it is able to facilitate independent judgment in carrying out its responsibilities. However, to further enhance such independent judgment, the independent directors may meet in the absence of senior executive officers or any non-independent directors.

Chair of the Board

Mr. Pierre-Louis serves as Chair of the Board (the " Chair ") and is considered independent. The primary functions of the Chair are to facilitate the operations and deliberations of the Board and the satisfaction of the Board's responsibilities under its mandate. The Chair's key responsibilities include duties relating to setting Board meeting agendas, chairing Board and Shareholder meetings, director development, providing input on potential director candidates and communicating with Shareholders and regulators.

Attendance

The attendance record of each director for all Board and committee meetings held since the beginning of the Corporation's most recently completed financial year is set out below:

Director	Board Meetings Attended	Audit Committee Meetings Attended	Compensation Committee Meetings Attended	Nomination & Corporate Governance Committee Meetings Attended	Disclosure Committee Meetings Attended
Bane Hunter(1)	6/6	-	-	-	-
Joel Macdonald(1)	6/6	-	-	-	-
Carl Mogridge(1)(2)(3)(4)(5)	6/6	4/4	4/4	4/4	4/4

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Director	Board Meetings Attended	Audit Committee Meetings Attended	Compensation Committee Meetings Attended	Nomination & Corporate Governance Committee Meetings Attended	Disclosure Committee Meetings Attended
Marc Naidoo(1)(2)(3)(4)(5)	6/6	4/4	4/4	4/4	4/4
Stanley Pierre- Louis(1)(2)(3)(4)(5)	6/6	4/4	4/4	4/4	4/4

Notes:

(1) Appointed a director of the Corporation on May 19, 2020.
(2) Member of the Audit Committee.
(3) Member of the Compensation Committee.
(4) Member of the Nomination & Corporate Governance Committee. (5) Member of the Disclosure Committee.

Directorships

None of the directors of the Corporation currently serve on the board of directors of other issuers that are reporting issuers (or the equivalent).

Board Mandate

The Board has a written mandate (the " Board Mandate ") which is attached hereto as Appendix "A".

Position Descriptions

The Board has a formal written position description in place for the Chair of the Board and the Chair of each committee of the Board, which is available on the Corporation's website at www.getswift.co. In addition, each of the Audit Committee, the Nomination & Corporate Governance Committee and the Compensation Committee have a formal Charter which includes the role and responsibilities of each respective Committee. Copies of the Audit Committee, Nomination & Corporate Governance Committee and Compensation Committee Charters are available on the Corporation's website at www.getswift.co.

Orientation and Continuing Education

Although the Corporation has not adopted formal policies respecting continuing education for Board members, new directors are encouraged to communicate with the Corporation's management, legal counsel, auditors and consultants, to keep themselves current with industry trends and developments and changes in legislation with management's assistance, and to attend related industry seminars and visit the Corporation's operations. In addition, the Board and its committees receive periodic reports from management and external advisors as to new developments in regard to corporate governance, industry trends, changes in legislation and other issues affecting the Corporation.

Ethical Business Conduct

The Board has adopted a Code of Conduct (the " Code ") that applies to all of the Corporation’s directors, officers, employees and advisory committee members. The Code is available on the Corporation's website at www.getswift.co. The Corporation will, upon request, provide a copy of the Code free of charge to any Shareholder. Further, the Board has adopted an Insider Trading Policy (the " Policy "). The Corporation will, upon request, provide a copy of the Policy free of charge to any Shareholder.

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The Board expects its directors, officers and employees to act ethically at all times and to acknowledge their adherence to the policies comprising the Code. Any material issues regarding compliance with the Code are required to be brought forward by management to the Board or appropriate Board committees, or are referred to the executive officers of the Corporation, as may be appropriate in the circumstances. The Board and/or appropriate committee or executive officers determine what remedial steps, if any, are required. Any waivers from the Code that are granted for the benefit of a director or executive officer may be granted only by the Board (or a committee thereof as designated by the Board). No waiver has ever been granted under the Code.

Any person subject to the Code will be required to avoid or fully disclose interests or relationships that are harmful or detrimental to our best interests or that may give rise to real, potential, or the appearance of conflicts of interest. The Board will have ultimate responsibility for the stewardship of the Code and it will monitor compliance through the Nomination & Corporate Governance Committee. Directors, officers, employees and advisory committee members, will be required to annually certify that they have not violated the Code of Conduct.

Nomination & Corporate Governance Committee

The Board has established the Nomination & Corporate Governance Committee which will oversee the nomination of directors. The Nomination & Corporate Governance Committee is comprised of Carl Mogridge, Stanley Pierre-Louis, and Marc Naidoo, each of whom is considered to be independent.

The Nomination & Corporate Governance Committee is tasked with the responsibility of assisting the Board in fulfilling its responsibilities relating to matters of director nominations process and procedures and developing and maintaining the Corporation's corporate governance policies, including diversity. In addition, the Nomination & Corporate Governance Committee is expected to have the following powers and responsibilities, among others: (i) determine the qualifications, qualities, skills and other expertise required to be a director of the Corporation; (ii) develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director; (iii) identify and screen individuals qualified to become members of the Board and make recommendations to the Board; (iv) consider any director candidates recommended by the Corporation's shareholders under the procedures set forth in the Business Corporations Act (British Columbia) and the Corporation's by-laws; (v) oversee the Corporation's corporate governance practices and procedures, including identifying best practices and reviewing and recommending to the Board for approval any changes to the documents, policies and procedures in the Corporation's corporate governance framework and its articles of incorporation and by-laws; (vi) review and discuss with management disclosure of the Corporation's corporate governance practices, including information regarding the operations of the Nomination & Corporate Governance Committee and other Board committees, director independence and the director nominations process and review and recommend disclosure to be included in the Corporation's management information circular; (vii) develop, subject to approval by the Board, a process for an annual assessment of effectiveness of the Board and its committees and oversee the conduct of this annual assessment; (viii) review the Board's committee structure and composition and make recommendations to the Board regarding the appointment of directors to serve as members of each committee and committee chair annually; (ix) identify and make recommendations to the Board regarding the selection and approval of candidates to fill vacancies either by election by shareholders or appointment by the Board; (x) develop and oversee a Corporation orientation program for new directors and a continuing education program for current directors and periodically review these programs and update them as necessary; (xi) develop and recommend to the Board for approval director independence standards in addition to those required by applicable securities laws and stock exchange requirements and evaluate the independence of each director at least annually; (xii) monitor compliance with the Corporation's Code of Conduct, investigate any alleged breach or violation of the Code of Conduct, enforce the provisions of the Code of Conduct and review the Code of Conduct periodically and recommend any changes to the Board; (xiii) develop and recommend to the Board for approval a Chief

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Executive Officer succession plan; (xiv) develop and evaluate potential candidates for executive positions; and recommend to the Board any changes to, and any candidates for succession under, the succession plan; and (xv) review any director resignation letter tendered and evaluate and recommend to the Board whether such resignation should be accepted in accordance with the Corporation's director majority voting policy.

Majority Voting Policy

In addition, the Corporation has adopted a Majority Voting Policy for Director Elections, whereby any nominee for election as a director who receives a greater number of votes "withheld" than votes "for" must submit his or her resignation to the Board effective upon acceptance by the Board. The Board will consider such resignation and will accept the resignation absent exceptional circumstances. A director who tenders his or her resignation pursuant to this policy will not participate in any meeting of the Board (or the Nomination & Corporate Governance Committee) at which the resignation is considered. The Corporation shall promptly issue a news release with the board’s decision as to whether to accept or reject the resignation. In the event the resignation is rejected, the Corporation’s news release will set forth the reasons for the decision.

Compensation Committee

The Board has appointed the Compensation Committee composed entirely of independent directors which is responsible for, among other things (i) reviewing and approving corporate goals and objectives relevant to compensation of the Chief Executive Officer, evaluating the Chief Executive Officer's performance in light of those corporate goals and objectives, and determining (or making recommendations to the Board with respect to) the Chief Executive Officer's compensation level based on this evaluation and (ii) making recommendations to the Board with respect to officer and director (other than the Chief Executive Officer) compensation, incentive-compensation plans, and equity-based plans. The Compensation Committee is currently comprised of Carl Mogridge, Stanley Pierre-Louis, and Marc Naidoo.

The Board has adopted a written charter (the " Compensation Committee Charter ") establishing the Compensation Committee's purpose, responsibilities, member qualifications, member appointment and removal, structure and operation, and the manner of reporting to the Board. The Compensation Committee Charter further provides that the Compensation Committee is authorized to engage and compensate any outside advisor it determines to be necessary to permit it to carry out its duties.

Audit Committee

The Board has an Audit Committee which assists the Board in fulfilling its responsibilities for oversight of financial and accounting matters. The Audit Committee reviews the financial reports and other financial information provided by the Corporation to regulatory authorities and its shareholders and reviews the Corporation's system of internal controls regarding finance and accounting including auditing, accounting and financial reporting processes. The Audit Committee is currently comprised of Marc Naidoo (Chair), Carl Mogridge, and Stanley Pierre-Louis. All of the members of the Audit Committee are considered to be independent.

The Audit Committee's principal duties and responsibilities include assisting the Board in discharging the oversight of: (i) the integrity of the Corporation's consolidated financial statements and accounting and financial processes and the audits of the Corporation's consolidated financial statements; (ii) compliance with legal and regulatory requirements; (iii) external auditors' qualifications and independence; (iv) the work and performance of financial management and external auditors; and (v) system of disclosure controls and

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procedures and system of internal controls regarding finance, accounting, legal compliance, and risk management established by management and the Board. The Audit Committee has access to all books, records, facilities and personnel and may request any information about the Corporation as it may deem appropriate. The Audit Committee also has the authority to retain and compensate special legal, accounting, financial and other consultants or advisors to advise the Audit Committee.

The information required by Form 52-110F1 of National Instrument 52-110 – Audit Committees , including information regarding the fees billed to the Corporation by the auditors of the Corporation, is contained in the annual information form of the Corporation for the year ended June 30, 2021, under the heading " Audit Committee ", an electronic copy of which is available on the Corporation's SEDAR profile at www.sedar.com.

Disclosure Committee

The Board has appointed the Disclosure Committee, which is responsible for, among other things monitoring the effectiveness of, and compliance with, the disclosure policy of the Corporation, setting benchmarks for preliminary assessments of materiality, and assisting management of the Corporation in developing, establishing and, if necessary, revising, procedures and internal controls in connection with the disclosure practices of the Corporation which shall be maintained and monitored by management of the Corporation.

The Board has adopted a written charter (the " Disclosure Committee Charter ") establishing the Disclosure Committee's purpose, responsibilities, member qualifications, member appointment and removal, structure and operation, and the manner of reporting to the Board. The Disclosure Committee Charter further provides that the Disclosure Committee is authorized to engage and compensate any outside advisor it determines to be necessary to permit it to carry out its duties.

Assessments

Based upon the Corporation's size, its current state of development and the number of individuals on the Board, the Board considers a formal process for assessing the effectiveness and contribution of the Board as a whole, its committees or individual directors to be unnecessary at this time. In light of the fact that the Board and its committees meet on several occasions each year, each director has regular opportunities to assess the Board as a whole, its committees and other directors in relation to the Board's and such director's assessment of the competencies and skills that the Board and its committees should possess. The Board plans to continue to evaluate its own effectiveness and the effectiveness of its committees and individual directors in such manner.

Director Term Limits

The Corporation has not adopted a policy which imposes term limits for directors. The Corporation believes that it is crucial that directors understand its industry and its business and this requires a certain length of tenure on the Board. Long-term directors accumulate extensive company knowledge while new directors bring new experience and perspectives to the Board. It is important to achieve an appropriate balance of both to ensure an effective Board.

Policies Regarding the Representation of Women on the Board and Executive Management and the Consideration of the Representation of Women in the Director Identification and Selection Process and Executive Officer Appointments

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The Board does not currently have a formal policy with regard to the consideration of diversity in identifying director or executive nominees or a written policy relating to the identification and nomination of women directors or executives. The Corporation has not yet adopted such formal policies on diversity but regularly considers diversity (including the representation of women on the Board) as one of a number of relevant factors when considering potential new nominees. The Corporation recognizes the potential benefit of diversity in leadership positions, including with respect to its Board and executive officer positions, but feels a formal policy is unnecessary for the size of the Corporation.

Targets Regarding the Representation of Women on the Board and in Executive Officer Positions

At this time the Corporation has not adopted a target regarding the representation of women on the Board or in executive officer positions. The Corporation does not adopt targets because the Corporation is of the view that its current practice of considering diversity as a factor in selecting candidates as potential directors or executive officers permits the Corporation to balance the benefit of diversity with other relevant considerations.

Number of Women on the Board and in Executive Positions

The Corporation currently does not have a woman on the Board. The Corporation currently has one woman that is a named executive officer.

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

Management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of each person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation's last financial year, any proposed nominee for election as a director, or of any associate or affiliate of any such persons, in any matter to be acted upon at the Meeting.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except in respect of certain regulatory and civil proceedings in Australia as described in the section titled “ Contingent Liabilities ” in the Corporation’s management’s discussion and analysis for the year-ended June 30, 2021 (the “ 2021 Annual MD&A ”), which section of the 2021 Annual MD&A is hereby incorporated by reference, to the knowledge of the Corporation, no "informed person," proposed director, or any associate or affiliate of any of these persons, has any material interest, direct or indirect, in any transaction since July 1, 2020 or in any proposed transaction that has materially affected or would materially affect the Corporation or any of its subsidiaries. An "informed person" means, among others, (i) a director or executive officer of the Corporation or of a subsidiary of the Corporation, (ii) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Corporation or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Corporation other than voting securities held by the person or company as underwriter in the course of a distribution; and (iii) a reporting issuer that has purchased, redeemed, or otherwise acquired any of its securities, for so long as it holds any of its securities. The 2021 Annual MD&A is available on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com and, upon request, copies of the 2021 Annual MD&A will be provided free of charge by the Corporation to any securityholder of the Corporation.

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ADDITIONAL INFORMATION

Financial information is provided in the financial statements and management's discussion and analysis of the results thereon for the Corporation’s most recently completed financial year. Shareholders wishing to receive a copy of such materials should email a request to the Corporation at [email protected], Attention: Susan Cox.

Additional information relating to the Corporation is also available free of charge on SEDAR at www.sedar.com.

33 -

APPENDIX "A"

Board Mandate

(Attached)

B-1 -

GETSWIFT TECHNOLOGIES LIMITED (THE “CORPORATION”)

MANDATE OF THE DIRECTORS

1. Purpose

The primary function of the directors (individually a “ Director ” and collectively the “ Board ”) of the Corporation is to supervise the management of the business and affairs of the Corporation. Management is responsible for the day-to-day conduct of the business of the Corporation. The fundamental objectives of the Board are to enhance and preserve long-term shareholder value and to ensure that the Corporation conducts business in an ethical and safe manner. In performing its functions, the Board should consider the legitimate interests that stakeholders, such as employees, customers and communities, may have in the Corporation. In carrying out its stewardship responsibility, the Board, through the Chief Executive Officer (the “ CEO ”), should set the standards of conduct for the Corporation.

2. Procedure and Organization

The Board operates by delegating certain responsibilities and duties set out below to management or committees of the Board and by reserving certain responsibilities and duties for the Board. The Board retains the responsibility for managing its affairs, including selecting its chair (the “ Chair of the Board ”) and constituting committees of the Board. A majority of the members of the Board shall be independent within the meaning of National Instrument 58-101 (Disclosure of Corporate Governance Practices) and the rules of any stock exchange or market on which the Corporation’s shares are listed or posted for trading (collectively, “ Applicable Governance Rules ”). In this mandate, the term “independent” includes the meanings given to similar terms by Applicable Governance Rules, including the terms “non-executive”, “outside” and “unrelated” to the extent such terms are applicable under Applicable Governance Rules. The Board shall assess, on an annual basis, the adequacy of this mandate.

3. Responsibilities and Duties

The principal responsibilities and duties of the Board fall into a number of categories which are summarized below.

(a) Legal Requirements
(i) The Board has the overall responsibility to ensure that applicable legal requirements are complied with and documents and records have been properly prepared, approved and maintained.
(ii) The Board has the statutory responsibility to, among other things:
- A. manage, or supervise the management of, the business and affairs of the Corporation;
- B. act honestly and in good faith with a view to the best interests of the Corporation;
- C. declare conflicts of interest, real or perceived;

D. exercise the care, diligence and skill that reasonably prudent people would exercise in comparable circumstances; and
E. act in accordance with the obligations contained in the Business Corporations Act (British Columbia), the regulations thereunder, the articles and by-laws of the Corporation, applicable securities laws and policies, applicable stock exchange rules, and other applicable legislation and regulations.
(iii) The Board has the responsibility for considering the following matters as a Board:
A. any submission to the shareholders of any question or matter requiring the approval of the shareholders;
B. the filling of a vacancy among the directors or in the office of auditor, the appointment of any additional directors and the appointment or removal of any of the CEO, or the Chair of the Board;
C. the issue of securities except as authorized by the Board;
D. the declaration of dividends;
E. the purchase, redemption or any other form of acquisition of shares issued by the Corporation;
F. the payment of a commission to any person in consideration of the person purchasing or agreeing to purchase shares of the Corporation from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares except as authorized by the Board;
G. the approval of a management proxy circular;
H. the approval of a take-over bid circular, directors’ circular or issuer bid circular;
I. the approval of an amalgamation of the Corporation;
J. the approval of an amendment to the articles of the Corporation;
K. the approval of annual financial statements of the Corporation; and
L. the adoption, amendment or repeal of any by-law of the Corporation.

In addition to those matters which at law cannot be delegated, the Board must consider and approve all major decisions affecting the Corporation, including all material acquisitions and dispositions, material capital expenditures, material debt financings, issue of shares and granting of options.

(b) Strategy Development

The Board has the responsibility to ensure that there are long-term goals and a strategic planning process in place for the Corporation and to participate with management directly or through committees in developing and approving the strategy by which the Corporation proposes to achieve these goals (taking into account, among other things, the opportunities and risks of the business of the Corporation).

The Board has the responsibility to safeguard the assets and business of the Corporation, identify and understand the principal risks of the business of the Corporation and to ensure that there are appropriate systems in place which effectively monitor and manage those risks with a view to the long-term viability of the Corporation.

(d) Appointment, Training and Monitoring Senior Management

The Board has the responsibility to:

(i) appoint each of the Chair of the Board and the CEO, and together with the Chair of the Board and the CEO, as applicable, to develop a position description for each of the Chair of the Board and the CEO;
(ii) with the advice of the Compensation Committee, develop corporate goals and objectives that the CEO is responsible for meeting and to monitor and assess the performance of the CEO in light of those corporate goals and objectives and to determine the compensation of the CEO;
(iii) provide advice and counsel to the CEO in the execution of the duties of the CEO;
(iv) develop, to the extent considered appropriate, position descriptions for the Chair of the Board and the chair of each committee of the Board;
(v) approve the appointment of all corporate officers;
(vi) consider, and if considered appropriate, approve, upon the recommendation of the Compensation Committee and the CEO, the remuneration of all officers;
(vii) consider, and if considered appropriate, approve, upon the recommendation of the Compensation Committee, incentive-compensation plans and equity-based plans of the Corporation; and
(viii) ensure that adequate provision has been made to train and develop management and members of the Board and for the orderly succession of management, including the CEO.
(e) Ensuring Integrity of Management

The Board has the responsibility, to the extent considered appropriate, to satisfy itself as to the integrity of the CEO and other officers of the Corporation and to ensure that the CEO and such other officers are creating a culture of integrity throughout the Corporation.

(f) Policies, Procedures and Compliance

The Board is responsible for the oversight and review of the following matters and may rely on management of the Corporation to the extent appropriate in connection with addressing such matters:

(i) ensuring that the Corporation operates at all times within applicable laws and regulations and to appropriate ethical and moral standards;
(ii) approving and monitoring compliance with significant policies and procedures by which the business of the Corporation is conducted;
(iii) ensuring that the Corporation sets appropriate environmental standards for its operations and operates in material compliance with environmental laws and legislation;
(iv) ensuring that the Corporation has a high regard for the health and safety of its employees in the workplace and has in place appropriate programs and policies relating thereto;
(v) developing the approach of the Corporation to corporate governance, including to the extent appropriate developing a set of governance principles and guidelines that are specifically applicable to the Corporation; and
(vi) examining the corporate governance practices within the Corporation and altering such practices when circumstances warrant.
(g) Reporting and Communication

The Board is responsible for the oversight and review of the following matters and may rely on management of the Corporation to the extent appropriate in connection with addressing such matters:

(i) ensuring that the Corporation has in place policies and programs to enable the Corporation to communicate effectively with management, shareholders, other stakeholders and the public generally;
(ii) ensuring that the financial results of the Corporation are adequately reported to shareholders, other security holders and regulators on a timely and regular basis;
(iii) ensuring that the financial results are reported fairly and in accordance with applicable generally accepted accounting standards;
(iv) ensuring the timely and accurate reporting of any developments that could have a significant and material impact on the value of the Corporation; and
(v) reporting annually to the shareholders of the Corporation on the affairs of the Corporation for the preceding year.
(h) Monitoring and Acting

The Board is responsible for the oversight and review of the following matters and may rely on management of the Corporation to the extent appropriate in connection with addressing such matters:

(i) monitoring the Corporation’s progress in achieving its goals and objectives and, if necessary, revising and altering, through management, the direction of the Corporation in response to changing circumstances;
(ii) considering taking action when performance falls short of the goals and objectives of the Corporation or when other special circumstances warrant;
(iii) reviewing and approving material transactions involving the Corporation;
(iv) ensuring that the Corporation has implemented adequate internal control and management information systems;
(v) assessing the individual performance of each Director and the collective performance of the Board; and
(vi) overseeing the size and composition of the Board as a whole to facilitate more effective decision-making by the Corporation.

4. Board’s Expectations of Management

The Board expects each member of management to perform such duties, as may be reasonably assigned by the Board from time to time, faithfully, diligently, to the best of his or her ability and in the best interests of the Corporation. Each member of management is expected to devote substantially all of his or her business time and efforts to the performance of such duties. Management is expected to act in compliance with and to ensure that the Corporation is in compliance with all laws, rules and regulations applicable to the Corporation.

5. Responsibilities and Expectations of Directors

The responsibilities and expectations of each Director are as follows:

(a) Commitment and Attendance

All Directors should make every effort to attend all meetings of the Board and meetings of committees of which they are members. Members may attend by telephone.

(b) Participation in Meetings

Each Director should be sufficiently familiar with the business of the Corporation, including its financial position and capital structure and the risks and competition it faces, to actively and effectively participate in the deliberations of the Board and of each committee on which he or she is a member. Upon request, management should make appropriate personnel available to answer any questions a Director may have about any aspect of the business of the Corporation. Directors should also review the materials provided by management and the Corporation’s advisors in advance of meetings of the Board and committees and should arrive prepared to discuss the matters presented.

(c) Code of Business Conduct and Ethics

The Corporation has adopted a Code of Business Conduct and Ethics to deal with the business conduct of Directors and officers of the Corporation. Directors should be familiar with the provisions of the Code of Business Conduct and Ethics. Each Director should also strive to perform his or her duties in keeping with current and emerging corporate governance best practices for directors of publicly traded corporations.

(d) Other Directorships

The Corporation values the experience Directors bring from other boards on which they serve, but recognizes that those boards may also present demands on a Director’s time and availability, and may also present conflicts issues. Directors should advise the chair of the Nominating and Governance Committee before accepting any new membership on other boards of directors or any other affiliation with other businesses or governmental bodies which involve a significant commitment by the Director.

(e) Contact with Management

All Directors may contact the CEO at any time to discuss any aspect of the business of the Corporation. Directors also have complete access to other members of management. The Board expects that there will be frequent opportunities for Directors to meet with the CEO and other members of management in Board and committee meetings and in other formal or informal settings.

(f) Confidentiality

The proceedings and deliberations of the Board and its committees are, and shall remain, confidential. Each Director should maintain the confidentiality of information received in connection with his or her services as a director of the Corporation. Except for minutes of meetings, no recording of any discussion or meeting is permitted to take place unless prior written permission has been granted by the Board.

(g) Evaluating Board Performance

The Board, in conjunction with the Nominating and Governance Committee, and each of the committees of the Board should conduct a self-evaluation at least annually to assess their effectiveness. In addition, the Nominating and Governance Committee should periodically consider the mix of skills and experience that Directors bring to the Board and assess, on an ongoing basis, whether the Board has the necessary composition to perform its oversight function effectively.

6. Qualifications and Directors’ Orientation

Directors should have the highest personal and professional ethics and values and be committed to advancing the interests of the Corporation. They should possess skills and competencies in areas that are relevant to the business of the Corporation. The CEO, the Chair of the Board and the Nominating and Governance Committee are jointly responsible for the provision of an orientation program for new Directors to explain the Corporation’s approach to corporate governance and the nature and operation of its business. The Nomination and Corporate Governance Committee is also responsible for generating continuing

education opportunities for all Directors so that members of the Board may maintain and enhance their skills as Directors.

7. Meetings

The Board should meet on at least a quarterly basis and should hold additional meetings as required or appropriate to consider other matters. In addition, the Board should meet as it considers appropriate to consider strategic planning for the Corporation. Financial and other appropriate information should be made available to the Directors in advance of Board meetings. Attendance at each meeting of the Board should be recorded. Management may be asked to participate in any meeting of the Board, provided that the CEO must not be present during deliberations or voting regarding his or her compensation.

Independent directors should meet separately from non-independent directors and management at least once per year in conjunction with regularly scheduled Board meetings, and at such other times as the independent directors consider appropriate to ensure that the Board functions in an independent manner.

8. Committees

The Board has established an Audit Committee, a Compensation Committee, a Nominating and Governance Committee and a Disclosure Committee to assist the Board in discharging its responsibilities. Special committees of the Board may be established from time to time to assist the Board in connection with specific matters. The chair of each committee should report to the Board following meetings of the committee. The charter of each standing committee should be reviewed annually by the Board.

9. Evaluation

Each Director will be subject to an annual evaluation of his or her individual performance. The collective performance of the Board and of each committee of the Board will also be subject to annual review. Directors should be encouraged to exercise their duties and responsibilities in a manner that is consistent with this mandate and with the best interests of the Corporation and its shareholders generally.

10. Resources

The Board has the authority to retain independent legal, accounting staff and other consultants on such terms of engagement as are approved by the Board from time to time. The Board may request any officer or employee of the Corporation or outside counsel or the external/internal auditors to attend a meeting of the Board or to meet with any member of, or consultant to, the Board.

Directors are permitted to engage outside legal advisors in situations where he or she is placed in a conflict position through activities of the Corporation, but any such engagement and the expenses related thereto shall be subject to the prior approval of the Nominating and Governance Committee.

Approved by the Directors on October 25, 2020.

APPENDIX "B"

Corporation Incentive Plan

(Attached)

B-2 -

GETSWIFT TECHNOLOGIES LIMITED 2020 INCENTIVE AWARD PLAN

ARTICLE 1. PURPOSE

The purpose of the GetSwift Technologies Limited 2020 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of the Company by linking the individual interests of the members of the Board, Employees, and Consultants to those of Company shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.

DEFINITIONS AND CONSTRUCTION

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.

1.1 “Administrator” shall mean the entity that conducts the general administration of the Plan as provided in Article 10. With reference to the duties of the Committee under the Plan which have been delegated to one or more persons pursuant to Section 10.6, or as to which the Board has assumed, the term “Administrator” shall refer to such person(s) unless the Committee or the Board has revoked such delegation or the Board has terminated the assumption of such duties.

1.2 “Affiliate” shall have the meaning set forth in the Business Corporations Act (British Columbia).

1.3 “Applicable Accounting Standards” shall mean International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under Applicable Securities Law from time to time.

1.4 “Applicable Law” shall mean any applicable law, including without limitation: (a) provisions of the Code and the Tax Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, state, provincial, local or foreign; (c) rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded; and (d) Applicable Securities Law.

1.5 “Applicable Securities Law” shall means the applicable securities legislation of each relevant jurisdiction of Canada and the United States, as amended from time to time, the rules, regulations and forms made or promulgated under any such legislation.

1.6 “Award” shall mean an Option, a Share Appreciation Right, a Restricted Share award, a Restricted Share Unit award, a Deferred Share award, a Deferred Share Unit award, a Cash Based Award, a Performance Share award, a Bonus Share award, a Dividend Equivalent award or Other Stock-Based Awards, which may be awarded or granted under the Plan.

1.7 “Award Agreement” shall mean the written notice or agreement evidencing an Award, including through electronic medium, which contains such terms and conditions with respect to an Award as the Administrator shall determine consistent with the Plan.

1.8 “Board” shall mean the Board of Directors of the Company.

1.9 “Bonus Shares” means Shares that are awarded to a Holder with or without cost and without restrictions either in recognition of past performance (whether determined by reference to another employee benefit plan of the Company or otherwise), as an inducement to become an Eligible Individual or, with the consent of the Holder, as payment in lieu of any cash remuneration otherwise payable to the Holder.

1.11 “Canadian Securities Regulator” means a securities regulator or regulatory authority of a province or territory of Canada.

1.12 “Cash Based Award” shall mean a cash payment, cash bonus award, performance award or incentive award that is paid in cash, awarded under Section 8.1, which may include, without limitation, performance awards, retainers, committee fees, and meeting-based fees.

1.13 “Cause” with respect to any Holder (a) has the meaning, if any, set forth in the employment or service agreement then in effect, if any, between such Holder and the Company or any Subsidiary, or (b) if there is no such meaning set forth in such employment or service agreement or there is no such employment or service agreement then in effect, means the following events or conditions, as determined by the Committee in its reasonable judgment: (i) willful misconduct of the Holder with regard to the Company and its Subsidiaries that constitutes a material breach of any of such Holder’s obligations set forth in any written agreement governing the terms of the Holder’s service with the Company and its Subsidiaries as the same may then be in effect; (ii) fraud, embezzlement, theft, or other material dishonesty by the Holder with respect to the Company or any of its Subsidiaries; (iii) the Holder’s material breach of the Holder’s fiduciary duties as an officer or manager of the Company or any of its Subsidiaries, or as an officer, trustee, director, or other fiduciary of any pension or benefit plan of the Company or its Subsidiaries or willful misconduct that has, or could reasonably be expected to have, a material adverse effect upon the business, interests, or reputation of the Company or any of its Subsidiaries; (iv) the Holder’s indictment for, or a plea of nolo contendere to, any felony or an analogous provision under the laws of a local jurisdiction; or (v) refusal or failure by the Holder to attempt in good faith to follow or carry out the reasonable written instructions of the Board or such Holder’s direct supervisor. For purposes of this paragraph, no act, or failure to act, on the Holder’s part shall be considered “willful” unless done or omitted to be done by the Holder not in good faith and without reasonable belief that the Holder’s action or omission was in the best interests of the Company.

1.14 “Change in Control” shall mean and includes each of the following:

(a) A transaction or series of transactions (other than an offering of Shares to the general public through a registration statement filed with the Securities and Exchange Commission or prospectus filed with a Canadian Securities Regulator) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) directly or indirectly acquires beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; provided, however, that the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company or any of its Subsidiaries; (ii) any acquisition by an employee benefit plan maintained by the Company or any of its Subsidiaries, (iii) any acquisition which complies with clauses (b)(i), (b)(ii) or (b)(iii) of this definition; or (iv) in respect of an Award held by a particular Holder, any acquisition by the Holder or any group of persons including the Holder (or any entity controlled by the Holder or any group of persons including the Holder); or
(b) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, amalgamation, plan of arrangement, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or substantially all of the Company’s

assets in any single transaction or series of related transactions or (z) the acquisition of assets or shares of another entity, in each case other than a transaction:

(i) which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and
(ii) after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided , however, that no person or group shall be treated for purposes of this clause (c)(ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; and
(iii) after which at least a majority of the members of the board of directors (or the analogous governing body) of the Successor Entity were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such transaction.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (a) or (b) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in ownership” of the Company, as defined in Treasury Regulation Section 1.409A3(i)(5)(v).

The Administrator shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in ownership” of the Company as defined in Treasury Regulation Section 1.409A-3(i)(5)(v) shall be consistent with such regulation.

1.15 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, together with the regulations and official guidance promulgated thereunder, whether issued prior or subsequent to the grant of any Award.

1.16 “Committee” shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board or the Compensation Committee of the Board described in Article 10 hereof. 1.17 “Company” means GetSwift Technologies Limited, a corporation incorporated under the laws of the Province of British Columbia, Canada.

1.18 “Consultant” shall mean any consultant or adviser engaged to provide services to the Company or any Subsidiary who, with respect to any resident of the United States while the Company is a Reporting Company, qualifies as a consultant or advisor under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration Statement and, with respect to any Canadian resident, shall mean a “consultant” as defined in section 1.22 of National Instrument 45-

106 – Prospectus Exemptions and who satisfies any other requirements imposed under stock exchange rules.

1.19 “Deferred Share” shall mean a right to receive Shares awarded under Section 8.2.
1.20 “Deferred Share Unit” shall mean a right to receive Shares awarded under Section 8.3.
1.21 “Director” shall mean a member of the Board, as constituted from time to time.

1.22 “Dividend Equivalent” shall mean a right to receive the equivalent value (in cash or Shares) of dividends paid on Shares, awarded under Section 8.4.

1.23 “Effective Date” shall mean the date the Plan is adopted by the Board, subject to approval of the Plan by the Company’s shareholders.

1.24 “Eligible Individual” shall mean any person who is an Employee, a Consultant or a NonEmployee Director, as determined by the Administrator.

1.25 “Employee” shall mean any officer or other employee (as determined in accordance with Section 3401(c) of the Code and the Treasury Regulations thereunder or the Tax Act, as applicable) of the Company or of any Subsidiary.

1.26 “Equity Restructuring” shall mean a nonreciprocal transaction between the Company and its shareholders, such as a share dividend, share split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Shares (or other securities) and causes a change in the per-share value of the Shares underlying outstanding Awards.

1.27 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to

time.

1.28 “Fair Market Value” shall mean, as of any given date, the value of a Share determined as follows:

(a) If the Shares are listed on the NEO, its Fair Market Value shall be the closing price of the Shares on the NEO on the previous trading date prior to the date of grant of the Award, or such other reasonable pre-determined formula that complies with the requirements of NEO or such other exchange upon which the Shares are listed, based on a weighted average trading price or average daily high and low board lot trading prices for a short period of time prior for the Shares to the date of grant of the Award as determined by the Administrator;
(b) If the Shares are not listed on the NEO, but are listed on any other established securities exchange or national market system in Canada, the United States or other jurisdiction or quoted or traded on any automated quotation system, its Fair Market Value shall be the closing sales price for a Share on the previous trading day period to the date of grant of the Award as quoted on such other exchange or system for such date or, if there is no closing sales price for a Share on the date in question, the closing sales price for a Share on the last preceding date for which such quotation exists, as reported in such source as the Administrator deems reliable;
(c) If the Shares are not listed on an established securities exchange, national market system or automated quotation system, but the Shares are regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for

a Share on such date, the high bid and low asked prices for a Share on the last preceding date for which such information exists, as reported in such source as the Administrator deems reliable; or

(d) If the Shares are neither listed on an established securities exchange, national market system or automated quotation system nor regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the Administrator in good faith in a manner consistent with regulations under Section 409A.

1.29 “Greater Than 10% Shareholder” shall mean an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of shares of the Company or any subsidiary corporation (as defined in Section 424(f) of the Code) or parent corporation thereof (as defined in Section 424(e) of the Code).

1.30 “Holder” shall mean a person who has been granted an Award.

1.31 “Incentive Stock Option” shall mean an Option that is intended to qualify as an incentive stock option and conforms to the applicable provisions of Section 422 of the Code.

1.32 “Minimum Vesting Period” shall mean for each particular Award the period of time commencing on the date of such Award and ending on the date that is twelve months following the first day of the Company’s financial quarter following the date of such Award.

1.33 “NEO” shall mean the Neo Exchange Inc.

1.34 “Non-Employee Director” shall mean a Director of the Company or any Subsidiary who is not an Employee.

1.35 “Non-Qualified Stock Option” shall mean an Option that is not an Incentive Stock Option or which is designated as an Incentive Stock Option but does not meet the applicable requirements of Section 422 of the Code.

1.36 “Option” shall mean a right to purchase Shares at a specified exercise price, granted under Article 4. An Option shall be either a Non-Qualified Stock Option or an Incentive Stock Option; provided, however, that Options granted to Non-Employee Directors and Consultants shall only be Non-Qualified Stock Options.

1.37 “Option Term” shall have the meaning set forth in Section 4.4.

1.38 “Organizational Documents” shall mean, collectively, (a) the Company’s articles of incorporation, certificate of incorporation, articles or other similar organizational documents relating to the creation and governance of the Company, and (b) the Committee’s charter or other similar organizational documentation relating to the creation and governance of the Committee.

1.39 “Other Stock-Based Award” means a right, granted under Section 8.7, that relates to or is valued by reference to Shares or other Awards relating to Shares.

1.41 “Performance Share” shall mean the right to receive Shares (or their cash equivalent) awarded under Section 8.6.

1.42 “Plan” shall have the meaning set forth in Article 1.

1.43 “Prior Plans” shall mean the GetSwift Limited 2017 Employee & Executive Share Ownership Plan, GetSwift Limited 2019 Employee & Executive Share Ownership Plan, the GetSwift, Inc.

2020 Omnibus Equity Compensation Plan and the terms governing options issued by GetSwift Limited to certain of its directors and third party advisors, and “Prior Plan” means any one of them.

1.44 “Program” shall mean any program adopted by the Administrator pursuant to the Plan containing the terms and conditions intended to govern a specified type of Award granted under the Plan and pursuant to which such type of Award may be granted under the Plan. 1.45 “Reporting Company” means a company that is obligated to file periodic reports under Sections 13 or 15(d) of the Exchange Act.

1.46 “Restricted Share” shall mean Shares awarded under Section 6.1 that is subject to certain restrictions and may be subject to risk of forfeiture or repurchase.

1.47 “Restricted Share Units” shall mean the right to receive Shares (or their cash equivalent) awarded under Section 7.1.

1.48 “SAR Term” shall have the meaning set forth in Section 4.4.

1.49 “Section 409A” shall mean Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the Effective Date.

1.50 “Shares” means the common shares in the capital of the Company.

1.51 “Share Appreciation Right” shall mean an Award entitling the Holder (or other person entitled to exercise pursuant to the Plan) to exercise all or a specified portion thereof (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of such Award from the Fair Market Value on the date of exercise of such Award by the number of Shares with respect to which such Award shall have been exercised, subject to any limitations the Administrator may impose.

1.52 “Subsidiary” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

1.53 “Substitute Award” shall mean an Award granted under the Plan in connection with a corporate transaction, such as a merger, amalgamation, plan of arrangement, business combination, consolidation or acquisition of property or shares, in any case, upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or Share Appreciation Right.

1.54 “Tax Act” shall mean the Income Tax Act (Canada), as amended from time to time.
1.55 “Termination of Service” shall mean:
(a) As to a Consultant, the time when the engagement of a Holder as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where the Consultant simultaneously commences or remains in employment or service with the Company or any Subsidiary.

(b) As to a Non-Employee Director, the time when a Holder who is a Non-Employee Director ceases to be a Director for any reason, including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Holder simultaneously commences or remains in employment or service with the Company or any Subsidiary.
(c) As to an Employee, the time when the employee-employer relationship between a Holder and the Company or any Subsidiary is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding terminations where the Holder simultaneously commences or remains in employment or service with the Company or any Subsidiary.

The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service, including, without limitation, whether a Termination of Service has occurred, whether a Termination of Service resulted from a discharge for cause and all questions of whether particular leaves of absence constitute a Termination of Service; provided, however, that, with respect to Incentive Stock Options, unless the Administrator otherwise provides in the terms of any Program, Award Agreement or otherwise, or as otherwise required by Applicable Law, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the thenapplicable regulations and revenue rulings under said Section. For purposes of the Plan, a Holder’s employee-employer relationship or consultancy relations shall be deemed to be terminated in the event that the Subsidiary employing or contracting with such Holder ceases to remain a Subsidiary following any merger, amalgamation, plan of arrangement, business combination, sale of stock or other corporate transaction or event (including, without limitation, a spin-off).

ARTICLE 2. SHARES SUBJECT TO THE PLAN

2.1 Number of Shares.

(a) Subject to Sections 2.1(b) and 11.2, the aggregate number of Shares which may be issued pursuant to Awards under the Plan is 3,600,000 (excluding any Shares issued pursuant to a Prior Plan). Subject to Section 2.1(b) and 11.2, of the aggregate number of Shares available for issuance under this Plan, no more than 3,600,000 Shares may be issued upon exercise of Options designated as Incentive Stock Options.
(b) If any Shares subject to an Award or Prior Plan award are forfeited, cancelled or expire, are converted to shares of another person in connection with a recapitalization, reorganization, merger, amalgamation, plan of arrangement, consolidation, split-up, spin-off, business combination, exchange of shares or other similar event, or such Award or Prior Plan award is settled for cash (in whole or in part) (including Shares repurchased by the Company under Section 6.4 at the same price paid by the Holder), the Shares subject to such Award shall, to the extent of such forfeiture, expiration, conversion or cash settlement, again be available for future grants of Awards under the Plan. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant under Section 2.1(a) and shall not be available for future grants of Awards: (i) Shares tendered by a Holder or withheld by the Company in payment of the exercise price of an Option or a Share Appreciation Right; (ii) Shares tendered by the Holder or withheld by the Company to satisfy any tax withholding obligation with respect to an Award; (iii) Shares subject to a Share Appreciation Right that are not issued in connection with the share settlement of the Share Appreciation Right on exercise thereof; and (iv) Shares purchased on the open market by the Company with the cash proceeds received from the exercise of

Options. Any Shares repurchased by the Company under Section 6.4 at the same price paid by the Holder so that such Shares are returned to the Company shall again be available for Awards. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the Shares available for issuance under the Plan. Notwithstanding the provisions of this Section 2.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code.

(c) Substitute Awards shall not reduce the Shares authorized for grant under the Plan, except as may be required by any stock exchange on which the Shares are listed or by reason of Section 422 of the Code.

2.2 Award Vesting Limitations. The Award Agreement governing an Award granted pursuant to the Plan shall provide that such Award (or any portion thereof) shall vest no earlier than the day immediately following the Minimum Vesting Period.

ARTICLE 3. GRANTING OF AWARDS

3.1 Participation. The Administrator may, from time to time, select from among all Eligible Individuals, those to whom an Award shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. No Eligible Individual or other person shall have any right to be granted an Award pursuant to the Plan and neither the Company nor the Administrator is obligated to treat Eligible Individuals, Holders or any other persons uniformly. Participation by each Holder in the Plan shall be voluntary and nothing in the Plan or any Program shall be construed as mandating that any Eligible Individual or other person shall participate in the Plan.

3.2 Award Agreement. Each Award shall be evidenced by an Award Agreement that sets forth the terms, conditions and limitations for such Award as determined by the Administrator in its sole discretion (consistent with the requirements of the Plan and any applicable Program). Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code.

3.3 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, while the Company is a Reporting Company, the Plan, and any Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments thereto) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

3.4 At-Will Service. Nothing in the Plan or in any Program or Award Agreement hereunder shall confer upon any Holder any right to continue in the employ of, or as a Director or Consultant for, the Company or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, subject to Applicable Law, which rights are hereby expressly reserved, to discharge any Holder at any time for any reason whatsoever, with or without cause, and with or without notice, or to terminate or change all other terms and conditions of employment or engagement, except to the extent expressly provided otherwise in a written agreement between the Holder and the Company or any Subsidiary.

3.5 Foreign Holders. Notwithstanding any provision of the Plan or applicable Program to the contrary, in order to comply with the laws (or achieve tax objectives) in countries other than Canada and the United States in which the Company and its Subsidiaries operate or have Employees, Non-Employee Directors or Consultants, or in order to comply with the requirements of any foreign securities exchange or other Applicable Law, the Administrator, in its sole discretion, shall have the power and authority to: (a) determine which Subsidiaries shall be covered by the Plan; (b) determine which Eligible Individuals outside

Canada and the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Eligible Individuals outside Canada and the United States to comply with Applicable Law (including, without limitation, applicable foreign laws or listing requirements of any foreign securities exchange); (d) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; provided, however, that no such subplans and/or modifications shall increase the share limitation contained in Section 2.1; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any foreign securities exchange.

ARTICLE 4. GRANTING OF OPTIONS AND SHARE APPRECIATION RIGHTS

4.1 Granting of Options and Share Appreciation Rights to Eligible Individuals. The Administrator is authorized to grant Options and Share Appreciation Rights to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine, which shall not be inconsistent with the Plan.

4.2 Qualification of Incentive Stock Options. The Administrator may grant Options intended to qualify as Incentive Stock Options only to employees of the Company, any of the Company’s present or future “parent corporations” or “subsidiary corporations” as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. No person who qualifies as a Greater Than 10% Shareholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. To the extent that the aggregate fair market value of Shares with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Holder during any calendar year under the Plan, and all other plans of the Company and any parent corporation or subsidiary corporation thereof (as defined in Section 424(e) and 424(f) of the Code, respectively), exceeds $100,000, the Options shall be treated as NonQualified Stock Options to the extent required by Section 422 of the Code. The rule set forth in the immediately preceding sentence shall be applied by taking Options and other “incentive stock options” into account in the order in which they were granted and the fair market value of the Shares shall be determined as of the time the respective options were granted. Any interpretations and rules under the Plan with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. Neither the Company nor the Administrator shall have any liability to a Holder, or any other person, (a) if an Option (or any part thereof) which is intended to qualify as an Incentive Stock Option fails to qualify as an Incentive Stock Option or (b) for any action or omission by the Company or the Administrator that causes an Option not to qualify as an Incentive Stock Option, including without limitation, the conversion of an Incentive Stock Option to a Non-Qualified Stock Option or the grant of an Option intended as an Incentive Stock Option that fails to satisfy the requirements under the Code applicable to an Incentive Stock Option.

4.3 Option and Share Appreciation Right Exercise Price. The exercise price per Share subject to each Option and Share Appreciation Right shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value of a Share on the date the Option or Share Appreciation Right, as applicable, is granted (or, as to Options and Share Appreciation Rights held by a Holder who is subject to US taxation, on the date the Option or Share Appreciation Right is modified, extended or renewed for purposes of Section 409A or Section 424(h) of the Code). In addition, in the case of Incentive Stock Options granted to a Greater Than 10% Shareholder, such price shall not be less than 110% of the Fair Market Value of a Share on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). Notwithstanding the foregoing, in the case of an Option or Share Appreciation Right that is a Substitute Award, the exercise price per share of the Shares subject to such Option or Share Appreciation Right, as applicable, may be less than the Fair Market Value per share on the date of grant; provided that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of any stock exchange on which the Shares are listed and Section 424 and 409A of the Code. Further, in the case of any Substitute Award granted to an employee who is a resident of Canada in exchange for an Option, the in-the-money amount of the Substitute Award

immediately after the exchange may not exceed the in-the-money amount of the Option immediately before the exchange .

4.4 Option and SAR Term. The term of each Option (the “Option Term”) and the term of each Share Appreciation Right (the “SAR Term”) shall be set by the Administrator in its sole discretion; provided, however, that the Option Term or SAR Term, as applicable, shall not be more than (a) ten (10) years from the date the Option or Share Appreciation Right, as applicable, is granted to an Eligible Individual (other than, in the case of Incentive Stock Options, a Greater Than 10% Shareholder), or (b) five (5) years from the date an Incentive Stock Option is granted to a Greater Than 10% Shareholder. Except as limited by the requirements of Section 409A or Section 422 of the Code and regulations and rulings thereunder or the first sentence of this Section and without limiting the Company’s rights under Section 9.7, the Administrator may extend the Option Term of any outstanding Option or the SAR Term of any outstanding Share Appreciation Right, and may extend the time period during which vested Options or Share Appreciation Rights may be exercised, in connection with any Termination of Service of the Holder or otherwise, and may amend, subject to Section 9.7 and 11.1, any other term or condition of such Option or Share Appreciation Right relating to such Termination of Service of the Holder or otherwise.

4.5 Option and SAR Vesting. The period during which the right to exercise, in whole or in part, an Option or Share Appreciation Right vests in the Holder shall be set by the Administrator and set forth in the applicable Award Agreement, subject to Section 2.2. Unless otherwise determined by the Administrator in the Award Agreement, the applicable Program or by action of the Administrator following the grant of the Option or Share Appreciation Right, (a) no portion of an Option or Share Appreciation Right which is unexercisable at a Holder’s Termination of Service shall thereafter become exercisable and (b) the portion of an Option or Share Appreciation Right that is unexercisable at a Holder’s Termination of Service shall automatically expire on the date of such Termination of Service.

4.6 Substitution of Share Appreciation Rights; Early Exercise of Options. The Administrator may provide in the applicable Program or Award Agreement evidencing the grant of an Option (other than an Incentive Stock Option) that the Administrator, in its sole discretion, shall have the right to substitute a Share Appreciation Right for such Option at any time prior to or upon exercise of such Option; provided that such Share Appreciation Right shall be exercisable with respect to the same number of Shares for which such substituted Option would have been exercisable, and shall also have the same exercise price, vesting schedule and remaining term as the substituted Option.

ARTICLE 5. EXERCISE OF OPTIONS AND SHARE APPRECIATION RIGHTS

5.1 Exercise and Payment. An exercisable Option or Share Appreciation Right may be exercised in whole or in part. However, an Option or Share Appreciation Right shall not be exercisable with respect to fractional Shares and the Administrator may require that, by the terms of the Award Agreement, a partial exercise must be with respect to a minimum number of Shares. Payment of the amounts payable with respect to Share Appreciation Rights pursuant to this Article 5 shall be in cash, Shares (based on its Fair Market Value as of the date the Share Appreciation Right is exercised), or a combination of both, as determined by the Administrator.

5.2 Manner of Exercise. All or a portion of an exercisable Option or Share Appreciation Right shall be deemed exercised upon delivery of all of the following to the Corporate Secretary of the Company, the share plan administrator of the Company or such other person or entity designated by the Administrator, or his, her or its office, as applicable:

(a) A written or electronic notice complying with the applicable rules established by the Administrator stating that the Option or Share Appreciation Right, or a portion thereof, is exercised. The notice shall be signed or otherwise acknowledged electronically by the Holder or other person then entitled to exercise the Option or Share Appreciation Right or such portion thereof;

(b) Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with Applicable Law.
(c) In the event that the Option shall be exercised pursuant to Section 9.3 by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Option or Share Appreciation Right, as determined in the sole discretion of the Administrator; and
(d) Full payment of the exercise price and applicable withholding taxes for the Shares with respect to which the Option or Share Appreciation Right, or portion thereof, is exercised, in a manner permitted by the Administrator in accordance with Sections 9.1 and 9.2.

5.3 Notification Regarding Disposition. The Holder shall give the Company prompt written or electronic notice of any disposition of Shares acquired by exercise of an Incentive Stock Option which occurs within (a) two years from the date of granting (including the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) such Option to such Holder, or (b) one year after the date of transfer of such Shares to such Holder. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Holder in such disposition or other transfer.

ARTICLE 6. AWARD OF RESTRICTED SHARE

6.1 Award of Restricted Share. The Administrator is authorized to grant Restricted Shares to Eligible Individuals, and shall determine the terms and conditions, including the restrictions applicable to each award of Restricted Shares, which terms and conditions shall not be inconsistent with the Plan or any applicable Program, and may impose such conditions on the issuance of such Restricted Shares as it deems appropriate. The Administrator shall establish the purchase price, if any, and form of payment for Restricted Shares, as permitted by Applicable Law. In all cases, legal consideration shall be required for each issuance of Restricted Shares to the extent required by Applicable Law.

6.2 Rights as Shareholders. Subject to Section 6.4, upon issuance of Restricted Share, the Holder shall have, unless otherwise provided by the Administrator, all the rights of a shareholder with respect to said Shares, subject to the restrictions in the Plan, any applicable Program and/or the applicable Award Agreement, including the right to receive all dividends and other distributions paid or made with respect to the Shares to the extent such dividends and other distributions have a record date that is on or after the date on which the Holder to whom such Restricted Share are granted becomes the registered holder of such Restricted Shares on the central securities register of the Company; provided, however, that, in the sole discretion of the Administrator, any extraordinary distributions with respect to the Shares may be subject to the restrictions set forth in Section 6.3. In addition, with respect to any share of Restricted Share, dividends which are paid prior to vesting shall only be paid out to the Holder to the extent that the vesting conditions are subsequently satisfied and the share of Restricted Share vests.

6.3 Restrictions. All shares of Restricted Share (including any shares received by Holders thereof with respect to shares of Restricted Share as a result of share dividends, share splits or any other form of recapitalization) shall be subject to such restrictions and vesting requirements as the Administrator shall provide in the applicable Program or Award Agreement, including, without limitation, vesting based upon the Holder’s duration of service to the Company or any Subsidiary, one or more performance criteria, Company performance, individual performance or other specific criteria, in each case on a specified date or dates or over any period or periods, as determined by the Administrator, subject to Section 2.2. By action taken after the Restricted Share is issued, the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the vesting of such Restricted Share by removing any or all of the restrictions imposed by the terms of the applicable Program or Award Agreement.

6.4 Repurchase or Forfeiture of Restricted Share. Except as otherwise determined by the Administrator, if no price was paid by the Holder for the Restricted Share, upon a Termination of Service during the applicable restriction period, the Holder’s rights in unvested Restricted Share then subject to restrictions shall lapse, and such Restricted Share shall be surrendered to the Company and cancelled without consideration on the date of such Termination of Service. If a price was paid by the Holder for the Restricted Share, upon a Termination of Service during the applicable restriction period, the Company shall have the right to repurchase from the Holder the unvested Restricted Share then subject to restrictions at a cash price per share equal to the lesser of the Fair Market Value per Restricted Share as of the date of repurchase or the price paid by the Holder for such Restricted Share or such other amount as may be specified in the applicable Program or Award Agreement. Notwithstanding the foregoing, except as otherwise provided by Section 2.2, the Administrator, in its sole discretion, may provide, in an Award Agreement or otherwise, that upon certain events, including, without limitation, the Holder’s death, retirement or disability or any other specified Termination of Service or any other event, the Holder’s rights in unvested Restricted Share then subject to restrictions shall not lapse, such Restricted Share shall vest and cease to be forfeitable and, if applicable, the Company shall cease to have a right of repurchase.

6.5 Section 83(b) Election. If a Holder makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Share as of the date of transfer of the Restricted Share rather than as of the date or dates upon which the Holder would otherwise be taxable under Section 83(a) of the Code, the Holder shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service along with proof of the timely filing thereof with the Internal Revenue Service.

ARTICLE 7. AWARD OF RESTRICTED SHARE UNITS

7.1 Grant of Restricted Share Units. The Administrator is authorized to grant Awards of Restricted Share Units to any Eligible Individual selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator. 7.2 Term. Except as otherwise provided herein, the term of a Restricted Share Unit award shall be set by the Administrator in its sole discretion.

7.3 Purchase Price. The Administrator shall specify the purchase price, if any, to be paid by the Holder to the Company with respect to any Restricted Share Unit award; provided, however, that the value of the consideration shall be as permitted by Applicable Law.

7.4 Vesting of Restricted Share Units. At the time of grant, the Administrator shall specify the date or dates on which the Restricted Share Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including, without limitation, vesting based upon the Holder’s duration of service to the Company or any Subsidiary, one or more performance criteria, Company performance, individual performance or other specific criteria, in each case on a specified date or dates or over any period or periods, as determined by the Administrator, subject to Section 2.2.

7.5 Maturity and Payment. At the time of grant, the Administrator shall specify the maturity date applicable to each grant of Restricted Share Units, which shall be no earlier than the vesting date or dates of the Award and may be determined at the election of the Holder (if permitted by the applicable Award Agreement); provided that, except as otherwise determined by the Administrator, and subject to compliance with Section 409A, in no event shall the maturity date relating to each Restricted Share Unit occur following the later of (a) the 15[th] day of the third month following the end of the calendar year in which the applicable portion of the Restricted Share Unit vests; and (b) the 15[th] day of the third month following the end of the Company’s fiscal year in which the applicable portion of the Restricted Share Unit vests. On the maturity date, the Company shall, in accordance with the applicable Award Agreement and subject to Section 9.4(f), transfer to the Holder one unrestricted, fully transferable Share for each Restricted Share Unit scheduled to be paid out on such date and not previously forfeited, or in the sole discretion of the

Administrator, an amount in cash equal to the Fair Market Value of such Shares on the maturity date or a combination of cash and Shares as determined by the Administrator.

7.6 Payment upon Termination of Service. An Award of Restricted Share Units shall only be payable while the Holder is an Employee, a Consultant or a member of the Board, as applicable; provided, however, that, subject to Section 2.2, the Administrator, in its sole discretion, may provide (in an Award Agreement or otherwise) that a Restricted Share Unit award may be paid subsequent to a Termination of Service in certain events, including the Holder’s death, retirement or disability or any other specified Termination of Service.

ARTICLE 8. AWARD OF CASH BASED AWARDS, DEFERRED SHARE, DEFERRED SHARE UNITS AND DIVIDEND EQUIVALENTS, BONUS SHARES & PERFORMANCE SHARES

8.1 Cash Based Awards. The Administrator is authorized to grant Cash Based Awards entitling a Holder to receive cash to be delivered immediately or in the future, to any Eligible Individual. Subject to the provisions of the Plan and any applicable Program, the Administrator shall determine the terms and conditions of each Cash Based Award, including the term of the Award, performance goals, transfer restrictions, vesting conditions and other terms and conditions applicable thereto, which shall be set forth in the applicable Award Agreement, subject to Section 2.2. Cash Based Awards may be paid in cash, and may be available as a form of payment in the settlement of other Awards granted under the Plan, as standalone payments, as a part of a bonus, deferred bonus, deferred compensation or other arrangement, and/or as payment in lieu of compensation to which an Eligible Individual is otherwise entitled.

8.2 Deferred Share. The Administrator is authorized to grant Deferred Share to any Eligible Individual. The number of shares of Deferred Share shall be determined by the Administrator and may (but is not required to) be based on performance criteria or other specific criteria, including service to the Company or any Subsidiary, as the Administrator determines, in each case on a specified date or dates or over any period or periods determined by the Administrator. Shares underlying a Deferred Share award which is subject to a vesting schedule or other conditions or criteria set by the Administrator will be issued on the vesting date(s) or date(s) that those conditions and criteria have been satisfied, as applicable. Unless otherwise provided by the Administrator, a Holder of Deferred Share shall have no rights as a Company shareholder with respect to such Deferred Share until such time as the Award has vested and any other applicable conditions and/or criteria have been satisfied and the Shares underlying the Award have been issued to the Holder.

8.3 Deferred Share Units. The Administrator is authorized to grant Deferred Share Units to any Eligible Individual. The number of Deferred Share Units shall be determined by the Administrator and may (but is not required to) be based on performance criteria or other specific criteria, including service to the Company or any Subsidiary, as the Administrator determines, in each case on a specified date or dates or over any period or periods determined by the Administrator. Each Deferred Share Unit shall entitle the Holder thereof to receive one Share on the date the Deferred Share Unit becomes vested or upon a specified settlement date thereafter (which settlement date may (but is not required to) be the date of the Holder’s Termination of Service). Shares underlying a Deferred Share Unit award which is subject to a vesting schedule or other conditions or criteria set by the Administrator will not be issued until on or following the date that those conditions and criteria have been satisfied. Unless otherwise provided by the Administrator, a Holder of Deferred Share Units shall have no rights as a Company shareholder with respect to such Deferred Share Units until such time as the Award has vested and any other applicable conditions and/or criteria have been satisfied and the Shares underlying the Award have been issued to the Holder.

8.4 Dividend Equivalents. Dividend Equivalents may be granted by the Administrator, either alone or in tandem with another Award, based on dividends declared on the Shares, to be credited as of dividend payment dates during the period between the date the Dividend Equivalents are granted to a Holder and the date such Dividend Equivalents terminate or expire, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional Shares having a Fair Market Value equal to the amount of such Dividend Equivalents at such time and subject to such restrictions and

limitations as may be determined by the Administrator. In addition, Dividend Equivalents with respect to an Award that are based on dividends paid prior to the vesting of such Award shall only be paid out to the Holder to the extent that the vesting conditions are subsequently satisfied and the Award vests. Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or Share Appreciation Rights.

8.5 Bonus Shares. Subject to the terms of the Plan, the Administrator may grant Bonus Shares to any Eligible Individual, in such amount and upon such terms and at any time and from time to time as shall be determined by the Administrator.

8.6 Performance Shares.
(a) Subject to and consistent with the provisions of the Plan, Performance Shares may be granted to any Eligible Individual in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Administrator.
(b) The Administrator shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the number of Shares that will be paid to the Holder.
(c) After the applicable performance period has ended, the Holder shall be entitled to payment based on the level of achievement of performance goals set by the Administrator.
(d) At the discretion of the Administrator, the settlement of Performance Shares may be in cash or Shares, or in some combination thereof, as set forth in the Award Agreement.
(e) If a Holder is promoted, demoted or transferred to a different business unit of the Company or any Subsidiary during a performance period, then, to the extent the Administrator determines that the Award, the performance goals, or the performance period are no longer appropriate, the Administrator may adjust, change, eliminate or cancel the Award, the performance goals, or the applicable performance period, as it deems appropriate in order to make them appropriate and comparable to the initial Award, the performance goals, or the performance period.
(a) At the discretion of the Administrator, a Holder may be entitled to receive any dividends or Dividend Equivalents declared with respect to Shares deliverable in connection with grants of Performance Shares which have been earned, but not yet delivered to the Holder.

8.7 Other Stock Based Awards. The Administrator is authorized, subject to limitations under Applicable Law, to grant such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Administrator to be consistent with the purposes of the Plan, including Shares awarded which are not subject to any restrictions or conditions, convertible or exchangeable debt securities or other rights convertible or exchangeable into Shares, and Awards valued by reference to the value of securities of or the performance of specified Subsidiaries. Subject to and consistent with the provisions of the Plan, the Administrator shall determine the terms and conditions of such Awards. Except as provided by the Administrator, Shares delivered pursuant to a purchase right granted under this Section 8.7 shall be purchased for such consideration, paid for by such methods and in such forms, including cash, Shares, outstanding Awards or other property, as the Administrator shall determine.

ARTICLE 9. ADDITIONAL TERMS OF AWARDS

9.1 Payment. The Administrator shall determine, in accordance with and subject to Applicable Law, the method or methods by which payments by any Holder with respect to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or check, (b) Shares (including, in the case of payment of the exercise price of an Award, Shares issuable pursuant to the exercise of the Award) or Shares held for such minimum period of time as may be established by the Administrator, in each case, having a Fair Market Value on the date of delivery equal to the aggregate payments required, (c) delivery of a written or electronic notice that the Holder has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required; provided that payment of such proceeds is then made to the Company upon settlement of such sale, (d) other form of legal consideration acceptable to the Administrator in its sole discretion, or (e) any combination of the above permitted forms of payment. Notwithstanding any other provision of the Plan to the contrary, while the Company is a Reporting Company, no Holder who is a Director or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.

9.2 Tax Withholding. The Company or any Subsidiary or any direct or indirect parent of the Company shall have the authority and the right to deduct or withhold, or require a Holder to remit to the Company, an amount sufficient to satisfy federal, state, provincial local and foreign taxes (including the Holder’s FICA, employment tax or other social security contribution obligation) required by law to be withheld with respect to any taxable event concerning a Holder arising as a result of the Plan or any Award. The Administrator may, in its sole discretion and in satisfaction of the foregoing requirement, allow a Holder to satisfy such obligations by any payment means described in Section 9.1 hereof, including without limitation, by allowing such Holder to have the Company or any Subsidiary withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a fair market value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the maximum statutory withholding rates in such Holder’s applicable jurisdictions for federal, state, provincial, local and foreign income tax and payroll tax purposes that are applicable to such taxable income. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Share Appreciation Right exercise involving the sale of Shares to pay the Option or Share Appreciation Right exercise price or any tax withholding obligation.

9.3 Transferability of Awards. No Award under the Plan may be sold, pledged, assigned or transferred in any manner.

9.4 Conditions to Issuance of Shares.

(a) The Administrator shall determine the methods by which Shares shall be delivered or deemed to be delivered to Holders. Notwithstanding anything herein to the contrary, subject to Applicable Law, the Company shall not be required to issue or deliver any certificates or make any book entries evidencing Shares issued pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice of counsel, that the issuance of such Shares are in compliance with Applicable Law and the Shares are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Administrator may require that a Holder make such reasonable covenants, agreements and representations as the Administrator, in its sole discretion, deems advisable in order to comply with Applicable Law.

(b) All share certificates delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with Applicable Law. The Administrator may place legends on any share certificate or book entry to reference restrictions applicable to the Shares (including, without limitation, restrictions applicable to Restricted Share).
(c) The Administrator shall have the right to require any Holder to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator.
(d) No fractional Shares shall be issued and the Administrator, in its sole discretion, shall determine whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding down.
(e) Subject to Applicable Law, the Company, in its sole discretion, may (i) retain physical possession of any share certificate evidencing Shares until any restrictions thereon shall have lapsed and/or (ii) require that the share certificates evidencing such Shares be held in custody by a designated escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the Holder deliver a share power, endorsed in blank, relating to such Shares.
(f) Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by Applicable Law, the Company shall not deliver to any Holder certificates evidencing Shares issued in connection with any Award and instead such Shares shall be recorded in the books of the Company (or, as applicable, its transfer agent or share plan administrator).

9.5 Forfeiture and Claw-Back Provisions. All Awards (including any proceeds, gains or other economic benefit actually or constructively received by a Holder upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award and any payments of a portion of an incentive-based bonus pool allocated to a Holder) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law, including, without limitation, while the Company is a Reporting Company, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, whether or not such claw-back policy was in place at the time of grant of an Award, to the extent set forth in such claw-back policy and/or in the applicable Award Agreement.

9.6 Restrictions on Repricing or Extensions and Limits re Related Persons. Subject to Section 11.2, the Administrator shall not, without the approval of the shareholders of the Company, excluding shareholders of the Company that would receive, or would be eligible to receive, a material benefit, authorize: (a) the re-pricing or extension of the term of any outstanding Award if the holder of such Award is a related person (as defined by the policies of the NEO); or (b) the extension of the term of any outstanding Award where the applicable exercise price is less than the prevailing market price of the Shares on the NEO, if the Shares are at such time listed on the NEO; or (c) any amendment to remove or exceed any limits applicable to related persons (as defined by the policies of the NEO).

9.7 Amendment of Awards. Subject to Applicable Law (including the rules of the NEO) and Section 9.6, the Administrator may amend, modify or terminate any outstanding Award. The Holder’s consent to such action shall be required unless (a) the Administrator determines that the action, taking into account any related action, would not materially and adversely affect the Holder, or (b) the change is otherwise permitted under the Plan (including, without limitation, under Section 11.2 or 11.10).

9.8 Data Privacy. As a condition of receipt of any Award, each Holder explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as

described in this Section 9.8 by and among, as applicable, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Holder’s participation in the Plan. The Company and its Subsidiaries may hold certain personal information about a Holder, including but not limited to, the Holder’s name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), any shares held in the Company or any of its Subsidiaries, details of all Awards, in each case, for the purpose of implementing, managing and administering the Plan and Awards (the “Data”). The Company and its Subsidiaries may transfer the Data amongst themselves as necessary for the purpose of implementation, administration and management of a Holder’s participation in the Plan, and the Company and its Subsidiaries may each further transfer the Data to any third parties assisting the Company and its Subsidiaries in the implementation, administration and management of the Plan. These recipients may be located in the Holder’s country, or elsewhere, and the Holder’s country may have different data privacy laws and protections than the recipients’ country. Through acceptance of an Award, each Holder authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Holder’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Company or any of its Subsidiaries or the Holder may elect to deposit any Shares. The Data related to a Holder will be held only as long as is necessary to implement, administer, and manage the Holder’s participation in the Plan. A Holder may, at any time, view the Data held by the Company with respect to such Holder, request additional information about the storage and processing of the Data with respect to such Holder, recommend any necessary corrections to the Data with respect to the Holder or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Company may cancel the Holder’s ability to participate in the Plan and, in the Administrator’s discretion, the Holder may forfeit any outstanding Awards if the Holder refuses or withdraws his or her consents as described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Holders may contact their local human resources representative.

ARTICLE 10. ADMINISTRATION

10.1 Administrator. The Committee shall administer the Plan (except as otherwise permitted herein). To the extent necessary to comply with Rule 16b-3 of the Exchange Act, while the Company is a Reporting Company, the Committee shall take all action with respect to Awards, and the individuals taking such action shall consist solely of two or more Non-Employee Directors, each of whom is intended to qualify as both a “non-employee director” as defined by Rule 16b-3 of the Exchange Act or any successor rule. Additionally, to the extent required by Applicable Law, each of the individuals constituting the Committee shall be an “independent director” under the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded. Notwithstanding the foregoing, any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 10.1 or the Organizational Documents. Except as may otherwise be provided in the Organizational Documents or as otherwise required by Applicable Law, (a) appointment of Committee members shall be effective upon acceptance of appointment, (b) Committee members may resign at any time by delivering written or electronic notice to the Board and (c) vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing, (i) the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee Directors and, with respect to such Awards, the term “Administrator” as used in the Plan shall be deemed to refer to the Board and (ii) the Board or Committee may delegate its authority hereunder to the extent permitted by Section 10.6.

10.2 Duties and Powers of Administrator. It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with its provisions. The Administrator shall have the power to interpret the Plan, all Programs and Award Agreements, and to adopt such rules for the administration, interpretation and application of the Plan and any Program as are not inconsistent with the Plan, to interpret, amend or revoke any such rules and to amend the Plan or any Program or Award Agreement; provided that the rights or obligations of the Holder of the Award that is the subject of any such Program or Award

Agreement are not materially and adversely affected by such amendment, unless the consent of the Holder is obtained or such amendment is otherwise permitted under Section 9.5 or Section 11.10. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee in its capacity as the Administrator under the Plan except, while the Company is a Reporting Company, with respect to matters which under Rule 16b-3 under the Exchange Act or any successor rule, or any regulations or rules issued thereunder, or the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded are required to be determined in the sole discretion of the Committee.

10.3 Action by the Administrator. Unless otherwise established by the Board, set forth in any Organizational Documents or as required by Applicable Law, a majority of the Administrator shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing by all members of the Administrator in lieu of a meeting, shall be deemed the acts of the Administrator. Each member of the Administrator is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Subsidiary, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

10.4 Authority of Administrator. Without limiting the foregoing, notwithstanding any other provision of the Plan to the contrary, the Administrator has the exclusive power, authority and sole discretion to:

(a) Designate Eligible Individuals to receive Awards;

(b) Determine the type or types of Awards to be granted to each Eligible Individual (including, without limitation, any Awards granted in tandem with another Award granted pursuant to the Plan);
(c) Determine the number of Awards to be granted and the number of Shares to which an Award will relate;
(d) Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, purchase price, any performance criteria, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-competition and claw-back and recapture of gain on an Award, based in each case on such considerations as the Administrator in its sole discretion determines;
(e) Determine whether, to what extent, and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;
(f) Prescribe the form of each Award Agreement, which need not be identical for each Holder;
(g) Decide all other matters that must be determined in connection with an Award;
(h) Establish, adopt, or revise any Programs, rules and regulations as it may deem necessary or advisable to administer the Plan;
(i) Interpret the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement;

(j) Make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the Plan; and
(k) Except in the case of Change in Control as set forth in Section 11.2, accelerate wholly or partially the vesting or lapse of restrictions of any Award or portion thereof at any time after the grant of an Award, subject to whatever terms and conditions it selects.

10.5 Decisions Binding. The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Program or any Award Agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding and conclusive on all persons.

10.6 Delegation of Authority. The Board or Committee may from time to time delegate to a committee of one or more members of the Board the authority to grant or amend Awards or to take other administrative actions pursuant to this Article 10; provided, however, that in no event shall an officer of the Company be delegated the authority to grant Awards to, or amend Awards held by , the following individuals: (a) while the Company is a Reporting Company, individuals who are subject to Section 16 of the Exchange Act, or (b) officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegation of administrative authority shall only be permitted to the extent it is permissible under any Organizational Documents and Applicable Law. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation or that are otherwise included in the applicable Organizational Documents, and the Board or Committee, as applicable, may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 10.6 shall serve in such capacity at the pleasure of the Board or the Committee, as applicable, and the Board or the Committee may abolish any committee at any time and re-vest in itself any previously delegated authority.

ARTICLE 11. MISCELLANEOUS PROVISIONS

11.1 Amendment, Suspension or Termination of the Plan.

(a) Except as otherwise provided in Section 11.1(b) and subject to Applicable Law, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board (other than Directors that would receive, or would be eligible to receive, a material benefit resulting from the amendment) without approval of the Company’s shareholders; provided that, except as provided in Section 9.5 and Section 11.10, no amendment, suspension or termination of the Plan shall, without the consent of the Holder, materially and adversely affect any rights or obligations under any Award theretofore granted or awarded.
(b) Notwithstanding Section 11.1(a), the Board may not, except as provided in Section 11.2, take any of the following actions without approval of the Company’s shareholders given within twelve (12) months before or after such action: (i) increase the limit imposed in Section 2.1 on the maximum number of Shares which may be issued under the Plan, (ii) reduce the price per share of any outstanding Option or Share Appreciation Right granted under the Plan or take any action prohibited under Section 9.6, (iii) cancel any Option or Share Appreciation Right in exchange for cash or another Award in violation of Section 9.6, or (iv) amend Section 11.1(a) or (b).
(c) Notwithstanding Section 11.1(a), the Board may only amend or otherwise modify the Plan in compliance with the applicable rules of the NEO and Applicable Law.
(d) No Awards may be granted or awarded during any period of suspension or after termination of the Plan, and notwithstanding anything herein to the contrary, in no event

may any Incentive Stock Option be granted under the Plan after the tenth (10[th] ) anniversary of the earlier of (i) the date on which the Plan was adopted by the Board and (ii) the date the Plan was approved by the Company’s shareholders. Any increase to the number of Shares that may be issued pursuant to Awards under the Plan due to the forfeiture or expiration of an Award or a Prior Plan award, or as otherwise provided in Section 2.1, shall terminate on the tenth (10[th] ) anniversary of the earlier of (i) the date on which the Plan was adopted by the Board and (ii) the date the Plan was approved by the Company’s shareholders and, from and after such tenth (10[th] ) anniversary, no additional shares shall be added pursuant to Section 2.1(b) hereof.

11.2 Changes in Shares or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events.

(a) In the event of any share dividend, share split, combination or exchange of shares, merger, amalgamation, plan of arrangement, consolidation, business combination or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other change affecting the Shares share or the share price of the Shares other than an Equity Restructuring, the Administrator may make equitable adjustments, if any, to reflect such change with respect to: (i) the aggregate number and kind of Shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 2.1 on the maximum number and kind of Shares which may be issued under the Plan); (ii) the number and kind of Shares (or other securities or property) subject to outstanding Awards; (iii) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (iv) the grant or exercise price per share for any outstanding Awards under the Plan. Notwithstanding the foregoing, the Administrator shall not make any adjustment in respect of any Options held by an employee who is a resident of Canada that would result in the in-the-money amount in respect of such Option after the adjustment being greater than the in-the-money amount in respect of such Option immediately prior to such adjustment.
(b) In the event of any transaction or event described in Section 11.2(a) or any unusual or nonrecurring transactions or events affecting the Company, any Subsidiary of the Company, or the financial statements of the Company or any Subsidiary, or of changes in Applicable Law or Applicable Accounting Standards, the Administrator, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate and equitable in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events or to give effect to such changes in Applicable Law or Applicable Accounting Standards:
(i) To provide for the termination of any such Award in exchange for an amount of cash and/or other property with a value equal to the amount that would have been attained upon the exercise of such Award or realization of the Holder’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 11.2 the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Holder’s rights, then such Award may be terminated by the Company without payment);
(ii) To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the share of the successor or survivor corporation, or a parent

or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and applicable exercise or purchase price, in all cases, as determined by the Administrator, provided that in the case of Options granted to employees who are resident in Canada, the in-the-money amount of such substituted or similar options immediately after the assumption or substitution shall be no more in-themoney than the Options for which they were substituted as of immediately before such assumption or substitution;

(iii) To make adjustments in the number of Shares (or other securities or property) subject to outstanding Awards, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards and Awards which may be granted in the future, provided that in the case of Options granted to employees who are resident in Canada, the in-the-money amount of such Options shall not be increased as a result of such adjustments;
(iv) To provide that such Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Program or Award Agreement;
(v) To replace such Award with other rights or property selected by the Administrator, other than in respect of Options granted to employees who are resident in Canada; and/or
(vi) To provide that the Award cannot vest, be exercised or become payable after such event.
(c) In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 11.2(a) and 11.2(b):
(i) The number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, shall be equitably adjusted (and the adjustments provided under this Section 11.2(c)(i) shall be nondiscretionary and shall be final and binding on the affected Holder and the Company); and/or
(ii) The Administrator shall make such equitable adjustments, if any, as the Administrator, in its sole discretion, may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of Shares that may be issued under the Plan (including, but not limited to, adjustments of the limitation in Section 2.1 on the maximum number and kind of Shares which may be issued under the Plan).
(d) Notwithstanding any other provision of the Plan but subject to Section 11.2(e), unless otherwise provided in an applicable Award Agreement, if a Change in Control occurs and at least one of the two additional circumstances described below occurs, then each outstanding Award granted under this Plan will become immediately vested or earned and exercisable (if applicable), in whole or in part, even if such Award is not otherwise vested or exercisable by its terms:
(i) upon a Change in Control the surviving corporation or successor (or any Affiliate thereof) fails to continue or assume the obligations with respect to each Award or fails to provide for the conversion or replacement of each Award with an equivalent award; or
(ii) in the event that the Awards are continued, assumed, converted or replaced as contemplated in clause (i), during the one-year period following the effective date

of a Change in Control, the Holder incurs a Termination of Service without Cause. In the event this Section 11.2(d)(ii) applies, all Options and SARs may be exercised by the Holder until the earlier of its applicable term expiration date or one year after the termination date of that Holder.

(e) Notwithstanding anything herein to the contrary, with respect to any Award with performance-vesting conditions that vest in accordance with Section 11.2(d), such performance-vesting Award shall vest based on the greater of (i) actual performance through the date of (x) the Change in Control, in the event Section 11.2(d)(i) applies or (y) the date of termination of employment, in the event Section 11.2(d)(ii) applies (in each case, the “Early Measurement Date”); or (ii) prorated target performance, with the number of shares based on the number of days elapsed in the applicable performance period through the date of the Early Measurement Date.
(f) For the purposes of Section 11.2(d), an Award shall be considered assumed if, following the Change in Control, the obligations with respect to each Award will be continued or assumed by the surviving corporation or successor (or any Affiliate thereof), if each of the following conditions are met, which determination will be made solely in the discretionary judgment of the Administrator, which determination may be made in advance of the effective date of a particular Change in Control: (i) the Shares remain publicly held and widely traded on an established stock exchange; and (ii) the terms of the Plan and each Award are not negatively altered or impaired without the consent of the Holder.
(g) For the purposes of Section 11.2(d), the obligations with respect to each Award will be considered to have been converted or replaced with an equivalent Award by the surviving corporation or successor (or an Affiliate thereof), if each of the following conditions are met, which determination will be made solely in the discretionary judgment of the Administrator which determination may be made in advance of the effective date of a particular Change in Control:
(i) the converted or replaced Award preserves the existing value of each underlying Award being replaced and contains provisions for scheduled vesting and treatment on termination of employment (including the definition of Cause) that are no less favorable to the Holder than the underlying Award being replaced; and
(ii) the security represented by the converted or replaced Award is of a class that is publicly held and widely traded on an established stock exchange.
(h) The Administrator, in its sole discretion, may include such further provisions and limitations in any Award, agreement or certificate, as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan.
(i) Unless otherwise determined by the Administrator, no adjustment or action described in this Section 11.2 or in any other provision of the Plan shall be authorized to the extent it would (i) cause the Plan to violate Section 422(b)(1) of the Code, (ii) while, the Company is a Reporting Company, result in short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 of the Exchange Act, or (iii) cause an Award to fail to be exempt from or comply with Section 409A.
(j) Notwithstanding any of the foregoing, no adjustment or action described in this Section 11.2 or in any other provision of the Plan shall be authorized in respect of Options granted to employees who are resident in Canada to the extent that such adjustment or action would cause a disposition of such Options other than in accordance with the requirements of subsection 7(1.4) of the Tax Act.

(k) The existence of the Plan, any Program, any Award Agreement and/or the Awards granted hereunder shall not affect or restrict in any way the right or power of the Company or the shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger, amalgamation, plan of arrangement, business combination or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Shares or the rights thereof or which are convertible into or exchangeable for Shares, or the dissolution or liquidation of the Company, 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 character or otherwise.
(l) In the event of any pending share dividend, share split, combination or exchange of shares, merger, amalgamation, plan of arrangement, consolidation, business combination or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other change affecting the Shares or the share price of the Shares including any Equity Restructuring, for reasons of administrative convenience, the Administrator, in its sole discretion, may refuse to permit the exercise of any Award during a period of up to thirty (30) days prior to the consummation of any such transaction; provided that, the Administrator provides Participants with advance notice of such restriction to the extent the Award would otherwise expire during such period.

11.3 Approval of Plan by Shareholders. The Plan shall be submitted for the approval of the Company’s shareholders within twelve (12) months after the date of the Board’s initial adoption of the Plan, and thereafter as may be required from time to time by any stock exchange on which the Shares are listed, provided that no exercise of any Incentive Stock Option may occur unless and until shareholder approval is obtained.

11.4 No Shareholders Rights. Except as otherwise provided herein or in an applicable Program or Award Agreement, a Holder shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Holder becomes the registered owner of such Shares on the Company’s central securities register.

11.5 Paperless Administration. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use of such an automated system.

11.6 Effect of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company or any Subsidiary: (a) to establish any other forms of incentives or compensation for Employees, Directors or Consultants of the Company or any Subsidiary, or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, amalgamation, plan of arrangement, consolidation, business combination or otherwise, of the business, stock or assets of any corporation, partnership, limited liability company, firm or association.

11.7 Compliance with Laws. The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of Shares and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all Applicable Law (including but not limited to state, federal and foreign securities law and margin requirements), and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and

representations to the Company as the Company may deem necessary or desirable to assure compliance with all Applicable Law. The Administrator, in its sole discretion, may take whatever actions it deems necessary or appropriate to effect compliance with Applicable Law, including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars. Notwithstanding anything to the contrary herein, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate Applicable Law. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to Applicable Law.

11.8 Titles and Headings, References to Sections of the Code, the Tax Act or Exchange Act. The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. References to sections of the Code, the Tax Act or the Exchange Act shall include any amendment or successor thereto.

11.9 Governing Law. The Plan and any Programs and Award Agreements hereunder shall be administered, interpreted and enforced under the internal laws of the Province of Ontario without regard to conflicts of laws thereof or of any other jurisdiction.

11.10 Section 409A. To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A, the Plan, the Program pursuant to which such Award is granted and the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A. In that regard, to the extent any Award under the Plan or any other compensatory plan or arrangement of the Company or any of its Subsidiaries is subject to Section 409A, and such Award or other amount is payable on account of a Participant’s Termination of Service (or any similarly defined term), then (a) such Award or amount shall only be paid to the extent such Termination of Service qualifies as a “separation from service” as defined in Section 409A, and (b) if such Award or amount is payable to a “specified employee” as defined in Section 409A then to the extent required in order to avoid a prohibited distribution under Section 409A, such Award or other compensatory payment shall not be payable prior to the earlier of (i) the expiration of the six-month period measured from the date of the Participant’s Termination of Service, or (ii) the date of the Participant’s death. To the extent applicable, the Plan, the Program and any Award Agreements shall be interpreted in accordance with Section 409A. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Administrator determines that any Award may be subject to Section 409A, the Administrator may (but is not obligated to), without a Holder’s consent, adopt such amendments to the Plan and the applicable Program and Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (A) exempt the Award from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (B) comply with the requirements of Section 409A and thereby avoid the application of any penalty taxes under Section 409A. The Company makes no representations or warranties as to the tax treatment of any Award under Section 409A or otherwise. The Company shall have no obligation under this Section 11.10 or otherwise to take any action (whether or not described herein) to avoid the imposition of taxes, penalties or interest under Section 409A with respect to any Award and shall have no liability to any Holder or any other person if any Award, compensation or other benefits under the Plan are determined to constitute non-compliant, “nonqualified deferred compensation” subject to the imposition of taxes, penalties and/or interest under Section 409A.

11.11 Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Holder pursuant to an Award, nothing contained in the Plan or any Program or Award Agreement shall give the Holder any rights that are greater than those of a general creditor of the Company or any Subsidiary.

11.12 Indemnification. To the extent permitted under Applicable Law and the Organizational Documents, each member of the Administrator shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and

against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Organizational Documents, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

11.13 Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

11.14 Expenses. The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.

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AI assistant

GetSwift Technologies Limited — AGM Information 2021

47973_rns_2021-10-27_44757960-6d5c-48c2-aa06-13e5c55df897.pdf

GETSWIFT TECHNOLOGIES LIMITED

GETSWIFT TECHNOLOGIES LIMITED

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS (the "Notice")

BY ORDER OF THE BOARD

TABLE OF CONTENTS

GetSwift Technologies Limited ("GetSwift" or the "Corporation")

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

Voting at the Meeting

Non-registered Shareholders

Participating in the Meeting

Appointment of Proxyholders

Without an Invitation Code, proxyholders will not be able to vote at the Meeting.

Revocation of Proxy

Voting of Proxies and Discretion Thereof

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Common Shares

Preferred Shares

Record Date & Principal Shareholders

Notes:

PARTICULARS OF MATTERS TO BE ACTED UPON

Presentation of Financial Statements

Election of Directors

The biographies of the proposed nominees for directors are set out below.

Mr. Bane Hunter – Executive Director and CEO

Mr. Joel Macdonald – Managing Director and President

Mr. Carl Mogridge – Independent, Non-Executive Director

Mr. Marc Naidoo – Independent, Non-Executive Director

Mr. Stanley Pierre-Louis – Independent, Non-Executive Chair

Majority Voting Policy

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Cease Trade Orders

Corporate Bankruptcies

Penalties or Sanctions

Appointment of Auditors

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Corporation Incentive Plan

Summary of Terms and Conditions of the Corporation Incentive Plan

Purpose

Options

Share Appreciation Rights

Restricted Share Awards

Restricted Share Units

Deferred Shares

Deferred Share Units

Other Cash-Based Awards

Performance Shares

Dividend Equivalents

Bonus Shares

Other Share-Based Awards

Adjustments

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Governance

Elements of Compensation

1. Base Salary

2. Short-Term Incentive Awards

3. Long-Term Equity Incentive Awards

Risks Associated with the Compensation Policies and Practices

Hedging

Compensation Consultant

Performance Graph

Summary Compensation Table

Notes:

Incentive Plan Awards – Outstanding Option-Based and Share-Based Awards

Notes:

Incentive Plan Awards – Value Vested or Earned During the Year

Pension Plan Benefits

Termination and Change of Control Benefits

Director Compensation

Director Compensation Table

Notes:

Outstanding Option-Based and Share-Based Awards

Notes:

Value of Awards Vested or Earned During the Year

GetSwift Technologies Limited AGM Information 2021