iSIGN Media Solutions Inc.

ANNUAL & SPECIAL MEETING OF SHAREHOLDERS OF ISIGN MEDIA SOLUTIONS INC. TO BE HELD ON JANUARY 28[TH] , 2022 NOTICE OF ANNUAL & SPECIAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR DECEMBER 16[TH] , 2021

INFORMATION CIRCULAR

(as at December 16[th] , 2021, except as otherwise indicated)

Management Solicitation of Proxies ............................................................................................................. 4 Notice and Access ......................................................................................................................................... 5 Appointment and Revocation of Proxies ...................................................................................................... 5 Exercise of Discretion by Proxies ................................................................................................................. 6 Signature of Proxy ........................................................................................................................................ 6 Advice to Beneficial Shareholders ................................................................................................................ 6 Record Date .................................................................................................................................................. 8 Voting Shares and Principal Holders ............................................................................................................ 8 Financial Statements ..................................................................................................................................... 8 Election of Directors ..................................................................................................................................... 8 Appointment of Auditors ............................................................................................................................ 11 Re-approval of Stock Option Plan .............................................................................................................. 11 Re-approval of Shareholder Rights Plan ..................................................................................................... 11 Disclosure of the Corporation’s Governance and Compensation Practices ............................................... 14 Management Contracts ............................................................................................................................... 14 Executive Compensation ............................................................................................................................ 14 Summary Compensation Table ................................................................................................................... 16 Corporate Governance Disclosure .............................................................................................................. 18 Audit Committee Information ..................................................................................................................... 20 Securities Authorized for Issuance under Equity Compensation Plan ........................................................ 21 Indebtedness of Directors and Officers ....................................................................................................... 22 Interests of informed persons in material transactions ................................................................................ 22 Additional Information ............................................................................................................................... 23 Other Matters .............................................................................................................................................. 23 Board Approval ........................................................................................................................................... 23

Appendix I Stock Option Plan Appendix II Audit Committee Charter Appendix III Shareholder Rights Plan

iSign Media Solutions Inc. Notice of Annual & Special Meeting of Shareholders

TO THE SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual & Special Meeting of the Shareholders of iSign Media Solutions Inc. (the “Corporation”) will be held on Friday January 28[th] , 2022 at 2:30 p.m. (Toronto time) virtually at https://virtual-meetings.tsxtrust.com/1255 in order to:

a) Receive and consider the financial statements for the fiscal years ended April 30, 2021, 2020 and 2019 and the report of the auditors thereon;
b) Elect the directors of the Corporation for the ensuing year;
c) Appoint auditors of the Corporation for the ensuing year and authorizing the directors to fix the remuneration to be paid to the auditors;
d) Re-approve the Corporation’s stock option plan;
e) Re-approve the Corporation’s shareholder rights plan;
f) Ratify an amendment to By-Law No. 1; and
g) Transacting such other business as may properly come before the meeting.

Shareholders who are unable to attend the meeting in person are requested to date, sign and return the accompanying instrument of proxy in accordance with the instructions contained in the accompanying Management Information Circular to the offices of TSX Trust Company, Suite 301, 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof, or to deliver to the Chairman of the meeting immediately prior to the commencement of the meeting, or any adjournment thereof, 9:30 AM on the 26[th] of January, 2022.

These security holder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

DATED at Toronto, Ontario this 16[th] day of December 2021.

BY ORDER OF THE BOARD OF DIRECTORS “David Beck: David Beck Director and Chairman of the Board

MANAGEMENT INFORMATION CIRCULAR

FOR THE ANNUAL & SPECIAL MEETING OF SHAREHOLDERS

MANAGEMENT SOLICITATION OF PROXIES

This Management Information Circular (“Circular”) is furnished in connection with the solicitation by the management of iSign Media Solutions Inc. (the “Corporation”) of proxies to be used at the Annual & Special Meeting (the “Meeting”) of the shareholders (the “Shareholders”) of the Corporation (or any postponement or adjournment thereof) to be held on Friday January 28[th] , 2022 at 2:30 p.m. (Toronto time) virtually at https://virtual-meetings.tsxtrust.com/1255 , for the purposes set forth in the accompanying Notice of Meeting and in this Circular. Solicitation of proxies will be primarily by mail, but may also be by telephone, fax, electronic mail or oral communication by the directors, officers and regular employees of the Corporation. The cost of the solicitation of proxies will be borne by the Corporation.

VOTING AT THE VIRTUAL MEETING

- The Meeting will be hosted virtually via live audio webcast at https://virtual meetings.tsxtrust.com/1255 Password is: isign2022 (case sensitive)

Registered Shareholders entitled to vote at the Meeting may attend and vote at the Meeting virtually by following the steps listed below:

1. Type in https://virtual meetings.tsxtrust.com/1255 on your browser at least 15 minutes before the Meeting starts.

2. Click on “ I have a control number ”.

3. Enter your 12-digit control number (on your proxy form).

4. Enter the password: isign2022 (case sensitive).

5. When the ballot is opened, click on the “Voting” icon. To vote, simply select your voting direction from the options shown on screen and click Submit . A confirmation message will appear to show your vote has been received.

Beneficial Shareholders entitled to vote at the Meeting may vote at the Meeting virtually by following the steps listed below:

1. Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or VIF.

2. Sign and send it to your intermediary, following the voting deadline and submission instructions on the VIF.

3. Obtain a control number by contacting TSX Trust Company by emailing [email protected] the "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75.

4. Type in https://virtual meetings.tsxtrust.com/1255 in your browser at least 15 minutes before the Meeting starts.

5. Click on “ I have a control number ”.

6. Enter your 12-digit control number (on your proxy form).

7. Enter the password: isign2022 (case sensitive).

8. When the ballot is opened, click on the “Voting” icon. To vote, simply select your voting direction from the options shown on screen and click Submit . A confirmation message will appear to show your vote has been received.

If you are a registered shareholder and you want to appoint someone else (other than the Management nominees) to vote online at the Meeting, you must first submit your proxy indicating who you are appointing. You or your appointee must then register with TSX Trust in advance of the Meeting by emailing [email protected] the "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75.

If you are a non-registered shareholder and want to vote online at the Meeting, you must appoint yourself as proxyholder and register with TSX Trust in advance of the Meeting by emailing [email protected] the "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75.

Guests can also listen to the Meeting by following the steps below:

- 1. Type in https://virtual meetings.tsxtrust.com/1255 in your browser at least 15 minutes before the Meeting starts. Please do not do a Google Search. Do not use Internet Explorer.

2. Click on “ I am a Guest ”.

If you have any questions or require further information with regard to voting your Shares, please contact TSX Trust Company toll-free in North America at 1-866-600-5869 or by email at [email protected].

NOTICE AND ACCESS

In accordance with the recently adopted Notice and Access rules adopted by the Ontario Securities Commission under NI 54-101, the Corporation has sent its proxy-related materials (“Proxy Material”) to shareholders using the Notice and Access method. Therefore, although shareholders still receive the Voting Forms in paper copy, this Information Circular, the Notice of Meeting, the Annual Report (containing the annual financial statements and related MD&A) are not physically delivered. Instead, shareholders may access or download the Proxy Materials from https://docs.tsxtrust.com/2094 or may also access them from SEDAR at www.sedar.com under the Corporation’s filed documents. The Corporation believes that that this delivery method will expedite the receipt of Proxy Material by shareholders, reduce its printing and mailing expenses and reduces the environmental impact of disposing of the Proxy Material after it is no longer useful. Stratification will not be utilized and the Company will be paying the cost of delivery to Objecting Beneficial Owners.

Registered holders or beneficial owners may request paper copies of the Notice and Information Circular booklet be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Proxy Materials are posted on the Corporation’s and TSX Trust Company’s website. In order to receive a paper copy of the meeting materials, please call toll free at 1-866-393-4891 . If you have questions concerning Notice and Access, please call the Corporation’s registrar and transfer agent, TSX Trust Company, at 1-866-393-4891.

Appointment and Revocation of Proxies

The persons named in the enclosed form of proxy are officers and/or directors of the Corporation. A Shareholder has the right to appoint some other person (who need not be a Shareholder) to represent such Shareholder at the Meeting other than the persons designated in the accompanying form of proxy. To exercise this right, a Shareholder should insert the name of the desired person in the blank space provided in the form of proxy or should complete another form of proxy. A form of proxy

will not be valid unless it is deposited at the offices of TSX Trust Company, Suite 301, 100 Adelaide St West., Toronto, Ontario, M5H 4H1, not less than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting, or any adjournment thereof or delivered to the Chairman of the meeting immediately prior to the commencement of the meeting, or any adjournment thereof, 9:30 AM on the 26[th] of January, 2022. A failure to deposit the form of proxy shall result in its invalidation.

Pursuant to Section 110(4) of the Business Corporations Act (Ontario), a Shareholder who has submitted a form of proxy may revoke it by instrument in writing signed by the Shareholder, or by an authorized attorney, or, if the Shareholder is a corporation, by a duly authorized officer, and deposited either at the registered office of the Corporation at 45A West Wilmot Street Unit 3 Richmond Hill Ontario L4B 2P2 at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the form of proxy is to be used, or with the Chairman of the Meeting on the day of such Meeting or adjournment thereof, or in any other manner permitted by law. In addition, a form of proxy may be revoked by the Shareholder personally attending at the Meeting and voting the securities represented thereby or, if the Shareholder is a corporation, by an authorized representative attending at the Meeting and voting such securities.

Exercise of Discretion by Proxies

The persons named in the accompanying form of proxy will vote the shares in respect of which they are appointed in accordance with the direction of the Shareholder appointing them (for, withhold from voting, or vote against) on any matter as may properly come before the Meeting. In the absence of such direction, such shares will be voted in favour of: (i) the approval of the Corporation’s financial statements for the fiscal years ended April 30, 2021, 2020 and 2019; (ii) the election of directors of the Corporation, being all of the persons listed under the heading “Election of Directors”; (iii) the appointment of auditors of the Corporation for the ensuing year; (iv) the re-approval of the Corporation’s stock option plan; (v) the re-approval of the Corporations’ shareholder rights plan. The accompanying form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting, and with respect to other matters which may properly come before the Meeting. As of the date hereof, Management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting.

Signature of Proxy

The form of proxy shall be executed by the Shareholder or by a duly appointed attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer whose title should be indicated. A form of proxy signed by a person acting as attorney or in some other representative capacity should reflect that person’s capacity following the signature and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with the Corporation).

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders, as a substantial number of shareholders do not hold iSign Media Solutions Inc. common shares (“Common Shares”) in their own name. Shareholders who hold their Common Shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in their own name (referred to in this Circular as “ Beneficial Shareholders ”) should note that only proxies deposited by shareholders who appear on the records maintained by the Corporation's registrar and transfer agent as registered holders of common shares will be recognized and acted upon at the Meeting. If common shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those common shares will, in all likelihood, not be registered in the shareholder's name. Such common shares will more likely be registered under the name of the shareholder’s broker or an agent of that

broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms).

Common Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted (for, withhold or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares on behalf of the broker’s clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Applicable regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The voting instruction form supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the form of proxy provided directly to registered shareholders by the Corporation. However, its purpose is limited to instructing the registered Shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. (“Broadridge”). Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form or equivalent form cannot use that form to vote common shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered shareholder (i.e. their broker or their broker’s nominee) should enter their own names in the blank space on the voting instruction form provided to them and ensure they receive a proxy from their broker and deal with the Proxy in the manner described under “Appointment and Revocation of Proxies”.

Only registered shareholders, or the persons they appoint as their proxies, are permitted to vote at the Meeting. Copies of the Corporation’s Notice of Meeting, this Management Information Circular and the Form of Proxy are being sent to both registered and non-registered shareholders. If you are a nonregistered shareholder, and the Corporation or its transfer agent, TSX Trust Company, has sent these materials directly to you, your name, address and information about your shareholdings, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions.

If you have received the form of proxy, you may return it directly to TSX Trust Company by regular mail or by fax at 416-595-9593.

All references to shareholders in this Circular and the accompanying form of proxy and Notice of Meeting are to registered shareholders unless specifically stated otherwise.

RECORD DATE

The Directors of the Corporation have set December 17[th] , 2021 as the record date for the Meeting. Only Shareholders of record as at that date are entitled to receive notice of and to vote at the Meeting. However, the Corporation’s by laws provide that if after that date a Shareholder of record transfers his, her, or its shares and the transferee, upon producing properly endorsed certificates evidencing such shares or otherwise establishing ownership of such shares, requests not later than ten days prior to the Meeting that the transferee’s name be included in the list of Shareholders entitled to vote, in which case, such transferee is entitled to vote such shares at the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS

As of December 15, 2021, there were 182,276,573 Common Shares of the Corporation issued and outstanding. Each share carries the right to one vote. The only person or persons or companies who beneficially own, directly or indirectly, or control or direct, Common Shares carrying more than ten percent (10%) of the voting rights attached to all Common Shares of the Corporation are:

Owner Joe Kozar	Designation of Shares Common	Type of ownership Direct, Indirect and Control	Number of Shares Held 35,488,088	Percentage of Shares
				19.47%

PARTICULARS OF MATTERS TO BE ACTED UPON

FINANCIAL STATEMENTS

The Financial Statements of the Corporation for the years ended April 30, 2021, 2020 and 2019 and the Auditor’s Reports thereon will be placed before the shareholders at the Meeting for their consideration.

Although the interim financial statements are posted at www.sedar.com, and on the Corporations website at www.isignmedia.com, under National Instrument 54-101, adopted by the Canadian Securities Administrators, a person or corporation that, in the future, wishes to receive interim financial statements from the Corporation, must deliver a written request for such material to the Corporation, together with a signed statement that the person or corporation is the owner of securities (other than debt instruments) of the Corporation. Shareholders who wish to receive Interim Financial Statements are encouraged to send the notice that was mailed with the proxy material to the Corporation or its Transfer Agent.

ELECTION OF DIRECTORS

Management of the Corporation proposes to nominate and intends to vote in favour of the election,

as directors, of the persons named below. Management of the Corporation does not contemplate that any of the nominees will be unable to serve as a director but, if this should occur for any reason prior to the Meeting, the persons named in the accompanying form of proxy reserve the right to vote for another

nominee at their discretion in the absence of a direction to the contrary. Each director elected will hold office until the next annual general meeting or until his successor is duly elected, unless his office is earlier vacated.

The Articles of the Corporation provide that the Board of Directors is to consist of a minimum of one (1) director and a maximum of ten (10) directors. The actual number is determined from time to time by the Board of Directors pursuant to a special resolution passed by the shareholders of the Corporation in 2007. The Board of Directors has fixed the number of directors of the Corporation to be elected at six (6).

The following table and the notes thereto state the name of each of the persons proposed to be nominated for election as Directors, their principal occupation or employment, and the approximate number of shares of the Corporation beneficially owned, directly or indirectly, by each of them, as at the date hereof. The persons named in the enclosed form of proxy intend to cast the votes represented by such proxy FOR the election of the persons named below, unless otherwise instructed:

Name and Municipality of Residence	Position with Corporation/Present and principal Occupation	Director Since	Common Shares beneficially owned directly or indirectly or controlled or directed as at November 10, 2021	Number of Options held as at November 10, 2021
Bob MacBean,(1) Burlington, Ontario Canada	Director and Chief Financial Officer Certified Management Accountant CPA, CMA Chief Executive Officer, Environmental Waste International, Inc.	March 6th, 2019	308,633	Nil
David Beck,(1) Toronto, Ontario	Director Principle, Sprout Capital Corp	September 21st, 2021	Nil	Nil
Alex Romanov, Goodwood, Ontario	Director and Strategic Advisor to the Chief Executive Officer	September 21st,2021	11,025,520	Nil
Gregory Wade,(1) Toronto, Ontario	Director Managing Partner, NextBase Consultants	September 29th, 2021	Nil	Nil
Brian Rohaly, Toronto, Ontario	Director Senior Director of Marketing, Localcoin	October 21, 2021	Nil	Nil
Mario Salerno, Toronto, Ontario	Principal and Co-Founder, SIMBL Business Enablement Inc.	December 16, 2021	Nil	Nil

(1) Member of audit committee

Bob MacBean. Mr. MacBean is a highly respected businessman with an extensive background in creating and building successful domestic and international, public and private businesses. Mr. MacBean has experience in many sectors, including venture capital, renewable/clean/alternative energy, environmental/cleantech products, SaaS and software development, multimedia content, and investment banking. He has developed, implemented and managed strategies balancing growth, profitability, scalability, cost control and performance. As well, he has helped raise over $45 million in early-stage capital for both public and private companies. Bob is a director and officer of Environmental Waste International Inc. (a reporting issuer on the TSXV).

David Beck. Mr. Beck is currently the principle of a boutique advisory firm, Sprout Capital Corp., focused on bringing resources to innovative growth companies. Most recently, Mr. Beck was CEO and Chairman of 3 Sixty Secure Corp., a security services company with ~300 employees. Mr. Beck’s prior experience has primarily been focused on public and private capital markets. Public equity experience includes: Head of TMT (technology, media, telecom) Investment Banking at several boutique investment dealers, and consistently top-ranked technology Financial Analyst based in both New York City and Toronto. He is currently Director & Chairman of Deal Desk at DGTL Holdings Inc. (DGTL-TSXV). Mr. Beck holds an MBA (Dean’s List) from Ivey Business School (University of Western Ontario) and a BSc Honours (Engineering Physics) from Queen's University.

Alex Romanov. Mr. Romanov assumed his current role with iSIGN as Strategic Advisor to the Chief Executive Officer on August 20, 2021. Alex has served iSIGN since November 2007, in a variety of positions, including Chief Executive Officer and as a director. He is an accomplished business executive with a history of identifying opportunities and turning them into high growth and profitable enterprises. Alex has diverse experience in a variety of industries, including National Sales Manager at Motorola; Chief Executive Officer at Alpine Electronics; Founder and Chief Executive Officer of Royal Oak Marketing, with sales of $120 million annually, that was sold for $29 million and Founder and Chief Executive Officer of Spherex, that was sold for $5 million.

Gregory Wade. Mr. Wade is currently Managing Partner at NextBase Consultants. He has over 30 years of business leadership experience in multinational environments, helping businesses scale through expansion, partnerships and innovative solutions. He founded NextBase Consultants and serves as Managing Partner responsible for leading the company’s senior-level engagement with global technology partners spanning sectors including telecommunications, cybersecurity, information and communications technology and transportation. Greg holds an MBA with a Marketing specialization from the Schulich School of Business. He is a volunteer board advisor at big data analytics firm AfterData.ai and digital marketing agency Dreamline Digital.

Brian Rohaly. Mr. Rohaly is currently Senior Director of Marketing for Localcoin, a leading ATM provider in the Cryptocurrency space where he leads the growth of Localcoin’s Retail and Digital presence and visibility in North America. He is currently a mentor with the Banff Spark Accelerator for Women in the Business of Media, and with Strategy Magazine where he shares his intel with Marketers Globally. With over 15 years of Marketing and Media experience, Brian has a strong track record of leading successful business execution and developing high performing teams for several major organizations. Brian has a commerce degree from the University of Windsor where he graduated with honors.

Mario Salerno. Mr. Salerno is currently Principal and Co-Founder of SIMBL Business Enablement Inc. He is a serial entrepreneur with an enterprise sales background. Combining 9 years of enterprise sales and business development experience, working with software, hardware and services giants such as ADP, SAP and Canon. Additionally, with 10 years of startup experience, working with organizations such as OPN, Mario brings a blend of technical know-how and go-to-market expertise that lends itself well toward product development, improvement and execution.

Additional Disclosure Relating to Directors

As at the date of this Circular no proposed director has within the past 10 years been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

APPOINTMENT OF AUDITORS

It is proposed that McGovern Hurley LLP, Chartered Professional Accountants, of Toronto, Ontario, be reappointed as the Corporation’s auditors, and that the directors be authorized to fix their remuneration.

The persons named in the enclosed form of proxy intend to vote FOR the appointment of McGovern Hurley LLP. as auditors of the Corporation, to hold office until the next annual meeting of shareholders and to authorize the directors to fix their remuneration, unless otherwise instructed.

RE-APPROVAL OF STOCK OPTION PLAN

Pursuant to the policies of the TSX Venture Exchange (“TSX-V”) the Corporation is permitted to maintain a “rolling” stock option plan, reserving a maximum of 10% of the issued shares of the Corporation at the time of grant. As of the date hereof, 182,276,573 common shares of the Corporation are issued and outstanding. The current stock option plan of the Corporation as approved in January 2019 (the “Plan”) has a resulting maximum of 18,227,657 Common Shares reserved for issuance. No stock options may be granted under the Plan unless such grant would represent in the aggregate with all other outstanding options at the time of grant, no more than 10% of the issued and outstanding shares at the time of grant. Currently, the Corporation has 3,300,000 options outstanding.

The Corporation’s stock option plan also incorporates certain provisions prescribed by TSX-V Policy 4.4, that (i) impose a limit of 5% on the number of options that may be granted to a Plan participant that is a director, officer or employee of the Corporation, a limit of 2% on the number of options that may be granted to a consultant or investor relations professional; (ii) accelerate the expiry of options of those Plan participants that cease to be qualified participants under the Plan; (iii) detail those instances where a proposed amendment to the terms of an outstanding option requires disinterested shareholder approval.

If any Participant who is a director, officer, employee or consultant of the Corporation or an affiliate shall cease to be a director, officer, employee or consultant of the Corporation or an affiliate for any reason other than death or permanent disability, his Option will terminate at 5:00 p.m. (Toronto time) on the earlier of the date of the expiration of the Option Period and ninety (90) days after the date such Participant ceases to be a director, officer, employee or consultant of the Corporation or any affiliate. If any Participant who is a consultant engaged in investor relations activities for the Corporation or an affiliate and ceases to be a consultant engaged in investor relations activities for the Corporation or an affiliate for any reason other than death or permanent disability, his Option will terminate at 5:00 p.m. (Toronto time) on the earlier of the date of the expiration of the Option Period and thirty (30) days after the date such Participant ceases to be a consultant engaged in investor relations activities for the Corporation or an affiliate.

In the event of death or permanent disability of a Plan participant, any Option previously granted to him shall be exercisable until the end of the Option Period or until the expiration of twelve (12) months after the date of death or permanent disability of such participant, whichever is earlier.

A copy of the Plan is attached as Appendix I to this Circular. Management of the Corporation is recommending re-approval of the Plan and will propose the following resolution at the meeting:

“ BE IT RESOLVED that:

Pursuant to Policy 4.4, s. 2.9(b) of the TSX Venture Exchange, the existing Stock Option Plan (“Plan” as last approved by the Shareholders in January 2019), be re-approved without amendment, until the next Annual and Special Meeting of Shareholders, which Plan provides, among other things, that the aggregate number of Shares reserved for issuance under this Plan, or any other Plan of the Corporation, shall not exceed ten per cent (10%) of the total number of issued and outstanding Shares at the time of the grant calculated on a rolling, non-diluted basis.”

The persons named in the accompanying proxy (provided the same is duly executed in their favour and is duly deposited) intend to vote FOR the approval of the resolution described above, unless otherwise instructed.

To be approved this resolution requires the support from the holders of over 50% of the shares represented at the meeting in person or by proxy.

RE-APPROVAL OF SHAREHOLDER RIGHTS PLAN

Shareholders will be asked at the Meeting to consider and, if thought advisable, pass a resolution (the “Rights Plan Resolution”) to re-approve, ratify and confirm the adoption of the shareholder rights plan agreement (the “Rights Plan”) dated as of March 29, 2012 between the Corporation and TSX Trust Company (as it then was).

A summary of the key features of the Rights Plan is set forth in Appendix III to this Circular. This summary is qualified in its entirety by reference to the complete text of the Rights Plan, which is available on SEDAR at www.sedar.com. The Rights Plan is also available to any Shareholder on request from the Corporate Secretary. Shareholders wishing to receive a copy of the Rights Plan should contact Brandon Tigchelaar, the Corporate Secretary, at 416-306-1764, or by facsimile at 416-593-7760. All capitalized terms used in this section of the Circular and in the summary of Schedule “A” without express definition have the meanings ascribed thereto in the Rights Plan.

The Board of Directors has determined that the Rights Plan is in the best interests of the Corporation and unanimously recommends that shareholders vote in favour of the Rights Plan. The Rights Plan was effective immediately upon approval by the Board on March 29, 2012, subject to receipt of all regulatory approvals which have subsequently been obtained conditional on the ratification of the Rights Plan by the Corporation’s Shareholders.

The primary objective of the Rights Plan is to (a) ensure, to the extent possible, that all holders of the Common Shares of the Corporation and the Board of Directors have adequate time to consider and evaluate any unsolicited bid for the Common Shares, (b) provide the Board of Directors with adequate time to identify, develop and negotiate value-enhancing alternatives, if considered appropriate, to any such unsolicited bid, (c) encourage the fair treatment of the Corporation's security holders in connection

with any Take-over Bid (as hereinafter defined) made for the Common Shares and, (d) generally to assist the Board of Directors in enhancing shareholder value.

Shareholder Approval

Pursuant to the terms of the Rights Plan and applicable regulatory requirements, the number of votes required to pass the Rights Plan Resolution shall be not less than (i) a majority of the votes cast by Shareholders, and (ii) a majority of votes cast by Shareholders, without giving effect to any votes cast (a) by any Shareholder that, directly or indirectly, on its own or in concert with others, holds or exercises control over more than 20% of the outstanding Shares of the Corporation, if any; and (b) by the associates, affiliates and insiders of any referred to in (a) above, in each case present either in person or by proxy at the Meeting. As of the Record Date, based on publicly available information, to the knowledge of the Corporation, no Shareholder, directly or indirectly, individually or in concert with any other Person, beneficially owns, or exercises control or direction over, 20% or more of the outstanding Shares.

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution substantially in the following form:

“ BE IT RESOLVED that:

1. the re-approval of the Rights Plan as set forth in the shareholder rights plan agreement dated as of March 29, 2012 between the Corporation and TSX Trust Company be and the same is hereby approved, ratified and confirmed;

2. any revisions made to the Rights Plan that required by applicable stock exchange to conform the Rights Plan with most other shareholder right plans for reporting issuers in Canada, as may be approved by any two officers of the Corporation, are hereby approved;

3. the Rights Plan, in accordance with the provisions set out above, is hereby ratified, confirmed and approved; and

4. any one or more directors or officers of the Corporation, as the case may be, are hereby authorized to execute and deliver, whether under corporate seal or otherwise, the agreement referred to above and any other agreements, instruments, notices, consents, acknowledgements, certificates and other documents (including any documents required under applicable laws or regulatory policies), and to perform and do all such other acts and things, as any such director or officer in his discretion may consider to be necessary or advisable from time to time in order to give effect to this resolution.”

THE BOARD HAS DETERMINED THAT THE RIGHTS PLAN IS IN THE BEST INTEREST OF THE CORPORATION AND THE CORPORATION’S SHAREHOLDERS. UNLESS OTHERWISE INSTRUCTED BY A SHAREHOLDER, THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY WILL VOTE “FOR” THE RIGHTS PLAN RESOLUTION HERETO APPROVING, RATIFYING AND CONFIRMING THE ADOPTION OF THE RIGHTS PLAN.

RATIFICATION OF BY-LAW AMENDMENT

Shareholders will be asked at the Meeting to consider and, if thought advisable, pass a resolution (the “By-law Resolution”) to ratify an amendment to the Corporation’s By-law No. 1 to provide the Chair of the Board with a casting vote in the event of a tie. Section 3.16 of By-law No. 1 has been amended to remove the word “not” in the second sentence.

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution substantially in the following form:

“BE IT RESOLVED that :

1. the amendment to section 3.16 of the Corporation’s By-Law No. 1 as more particularly described in the Management Information Circular dated December 15, 2021 be and is hereby ratified, confirmed and approved; and

2. any one or more directors or officers of the Corporation, as the case may be, are hereby authorized to execute and deliver, whether under corporate seal or otherwise, the agreement referred to above and any other agreements, instruments, notices, consents, acknowledgements, certificates and other documents (including any documents required under applicable laws or regulatory policies), and to perform and do all such other acts and things, as any such director or officer in his discretion may consider to be necessary or advisable from time to time in order to give effect to this resolution.

THE BOARD HAS DETERMINED THAT THE AMENDMENT TO THE BY-LAW IS IN THE BEST INTEREST OF THE CORPORATION AND THE CORPORATION’S SHAREHOLDERS. UNLESS OTHERWISE INSTRUCTED BY A SHAREHOLDER, THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY WILL VOTE “FOR” THE RIGHTS PLAN RESOLUTION HERETO APPROVING, RATIFYING AND CONFIRMING THE AMENDMENT TO THE BY-LAW.

DISCLOSURE OF THE CORPORATION’S GOVERNANCE

AND COMPENSATION PRACTICES

MANAGEMENT CONTRACTS

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Canadian National Instrument 51-102 requires disclosure of executive compensation and related matters under a revised Form 51-102F6 – Statement of Executive Compensation . The following section addresses the disclosure requirements of this form:

Compensation Objectives

An executive’s compensation is aligned with his or her responsibilities and ability to influence business results and varies with performance and level of responsibility. The Corporation believes that executive compensation should support an appropriate relationship between executive pay and creation of shareholder value. To this end, the Corporation believes that its executive compensation should:

a) Provide compensation to that paid by similar companies, thereby enabling the Corporation to attract and retain talented executives critical to the Corporation’s long-term success;
b) Motivate and retain key executives to achieve strategic corporate objectives by rewarding them for achieving such; and

c) Align the interests of executives with the long-term interests of shareholders through stock option awards, whose value over time depends upon the market value of the Corporation’s shares.

Elements of the Compensation Program

There are three elements to the Corporation’s executive compensation program:

Base salary;
Bonuses to reward annual performance; and
Stock options to provide long-term compensation incentives tied to increases in shareholder value.

The Corporation believes at-risk compensation (including bonuses and stock options) is important, as it aligns the financial interests of the executives with the financial interests of the shareholders of the Corporation. The executive compensation program is monitored by the Board of Directors.

Base Salary

The base salary for each executive officer is reviewed and established near the end of the fiscal year. Base salaries are established taking into consideration the executive officer’s personal performance and seniority, contribution to the growth and profitability of the Corporation, and comparability with industry norms.

Bonuses

Executives are provided with annual cash incentive bonuses based on the annual financial performance of the Corporation. In its discretion, the Corporation may also tie annual cash bonuses to the achievement of other financial and non-financial goals. If targets are not met, annual bonuses are not paid. No bonuses were paid in 2019 through 2021.

Stock Options

The Board of Directors approves the issuance of all stock options that are granted to executive officers, employees and consultants to provide long-term compensation incentives.

Interim Chief Executive Officer’s Compensation

Alex Romanov is to receive an annual fee of $72,000.

Chief Financial Officer’s Compensation

Bob MacBean is to receive an annual fee of $36,000.

While extensive benchmarking against industry peers has not been undertaken with respect to the compensation of either Mr. Romanov or Mr. MacBean, the directors believe the compensation fairly rewards their experience, leadership, creativity, and business acumen and iSIGN’s financial situation.

Compensation of Named Executive Officers

The Named Executive Officers of the Corporation includes the Chief Executive Officer and the Chief Financial Officer, and the Corporation’s other most highly compensated executive officers who served as executive officer as at April 30, 2021, whose total annual salary and bonus exceeded $150,000.

The table below sets forth a summary of the compensation paid by the Corporation to the Chief Executive Officer and the Chief Financial Officer (the “Named Executive Officers”) for services rendered in all capacities to the Corporation in respect of the fiscal years ended April 30, 2019 through 2021. There

were no other executives earning in excess of $150,000 during the years ended April 30, 2019 through 2021.

Summary Compensation Table

Name	Year	Salary ($)	Share Based Awards ($)	Option Based Award s ($)	Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)	Pension Value ($)	All other Compensation ($) (1)	Total Compensation ($)
					Annual incentive plans	Long-term incentive plans
Bruce Reilly, CFO	2021 2020 2019	92,613 36000 36,000	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	16,000 16,000 16,000	108,613 52,000 52,000
Joe Kozar, CEO	2021 2020 2019	2 12 12	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	2 12 12

(1) Includes director fees

Outstanding Share-Based and Option Based Awards Granted to Named Executive Officers as of April 30, 2021

The following table summarizes all share-based and option-based awards granted by the Corporation to its Named Executive Officers which are outstanding as of April 30, 2021.

Option-based Awards	Option-based Awards			Share-based Awards	Share-based Awards
Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in- the-money options ($) (1)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)
Nil			Nil	Nil	Nil
Nil			Nil	Nil	Nil

(1) Based on the closing price of the Common Shares on the TSX Venture Exchange on April 30th, 2021 of CDN $0.07.

Value Vested or Earned by Named Executive Officers During the Year Ended April 30, 2021 Under Option-Based Awards, Share-Based Awards and Non-Equity Incentive Plan Compensation

The following table summarizes the value vested or earned by Named Executive Officers in respect of option-based awards, share-based awards and non-equity incentive plan compensation during the years ended April 30, 2019 through 2020.

Name	Option-based awards Value vested during the year ($)	Share based awards Value vested during the year ($)	Non-equity incentive plan compensation Value earned during the year ($)
Bruce Reilly, CFO	Nil_(1)_	Nil	Nil
JoeKozar, CEO	Nil_(1)_	Nil	Nil

(1) Determined based on the difference between the market price of the underlying Common shares on the vesting date and the exercise price of the options.

COMPENSATION OF DIRECTORS

For the fiscal years ended April 30, 2019, 2020 and 2021, the Corporation’s non-executive and executive directors earned cash fees of $16,000 per annum ($4,000 per quarter).

Outstanding Share-Based and Option Based Awards Granted to Directors (Other Than Directors who are Named Executive Officers) as of April 30[th] , 2021

The following table summarizes all share-based and option-based awards granted by the Corporation to its directors (other than directors who are Named Executive Officers whose share-based and option-based awards outstanding as of April 30, 2021 are detailed above) which are outstanding as of April 30, 2021.

	Option-based Awards	Option-based Awards			Share-based Awards	Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($) (1)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($) (1)
Bob MacBean and Mark Thimmig	Nil				Nil

(1) Based on the closing price of the Common Shares on the TSX Venture Exchange on April 30th, 20021 of CDN $0.07.

Value Vested or Earned During the Years Ended April 30, 2019, 2020 and 2021 by Directors (Other Than Directors Who are Named Executive Officers) Under Option-Based Awards, Share-Based Awards and Non-Equity Incentive Plan Compensation

The following table summarizes the value vested or earned during the year ended April 30, 2021 by directors of the Corporation (other than directors who are Named Executive Officers whose value vested or earned during the year ended April 30, 2021 under option-based awards, share-based awards and non-

equity incentive plan compensation is detailed above) in respect of option-based awards, share-based awards and non-equity incentive plan compensation.

Name	Option-based awards Value vested during the year ($)	Share based awards Value vested during the year ($)	Non-equity incentive plan compensation Value earned during the year ($)
BobMacBean	Nil_(1)_	Nil	Nil
Mark Thimmig	Nil_(1)_	Nil	Nil

(1) Determined based on the difference between the market price of the underlying Common shares on the vesting date and the exercise price of the options.

CORPORATE GOVERNANCE DISCLOSURE

National Instrument 58-101 requires issuers to disclose the corporate governance practices that they have adopted. National Policy 58-201 provides guidance on corporate governance practices (“Guidelines”), which are not prescriptive, but are encouraged in the formulation of corporate governance practices.

The Board of Directors believes that sound corporate governance improves corporate performance and benefits all shareholders and believes that its practices in most respects are closely aligned to the Guidelines. This section sets out the Corporation’s approach to corporate governance and provides the disclosure requested by Form NI 58-101F2.

1. Board of Directors

The Board of Directors is responsible for the overall stewardship of the business and affairs of the Corporation, including overseeing the Corporation’s strategic planning and direction. The Board discharges its responsibilities directly and through committees.

The Board of Directors supervises Management by promoting frequent interaction, feedback and exchange of ideas. As well, Management provides the directors with reports from time to time outlining the financial position and status of development projects and any operational issues.

Directors are considered to be independent under NI 52-110 and 58-101F2 if they have no direct or indirect material relationship with the Corporation. A “material relationship” is a relationship that could, in the view of the Corporation’s Board of Directors, be reasonably expected to interfere with the exercise of a director’s independent judgment. Also, the receipt of any fees, other than for serving as a director, renders a director not independent.

The Board of Directors is currently comprised of four (4) directors. David Beck and Gregory Wade are the independent directors and have no material relationship with the Corporation.

Bob MacBean and Alex Romanov are not considered independent directors because Mr. Macbean is the Chief Financial Officer of the Corporation and Mr. Romanov is the Strategic Advisor to the Chief Executive Officer.

Where warranted, at their discretion directors are permitted to engage outside advisors at the Corporation’s expense to assist in the fulfillment of their duties.

Other Directorships in Public Companies

Mr. Bob MacBean is currently a director of Environmental Waste International Inc.

Mr. David Beck is currently a director of DGTL Inc.

2. Orientation and Continuing Education

The Board of Directors oversee the Corporation’s orientation process for newly elected members of the Board and assists the Board in the implementation of this program. As part of this orientation process, and depending on the new directors’ experience, each director meets with Management to review the business plan of the Corporation and is provided a copy of the Corporation’s TSX-V Filing Statement and current financial statements. The directors meet regularly to review interim financial statements and discuss the business of the Corporation and meet as required to consider material strategic infrastructures. The directors draw experience from their other public company experience.

3. Ethical Business Conduct

As part of the Corporation’s commitment to effective corporate governance, all directors, officers and employees of the Corporation must act in accordance with the Corporation’s Code of Conduct (the “Code”). The Code has been adopted by the Board of Directors and senior management and requires every officer, director and employee to observe high standards of business and personal ethics as they carry out their duties and responsibilities. The Code sets forth guidelines, policies and procedures which comprise the core compliance principles applicable to all employees, officers and directors of Corporation, and address ethical conduct, conflicts of interest and compliance with the law. The Code includes provisions for employees to communicate potential Code violations directly to specified independent Board Members. The Code is administered by the Audit Committee who oversee and monitor the Code, and report to the Board on the implementation and monitoring of the Code and all matters that arise related to its provisions, including any departures or waivers that are granted. All employees, officers and directors of Corporation must on an annual basis complete a certification confirming their compliance with the Code.

In addition, the Board of Directors has adopted a Whistleblowing Policy. The Whistleblowing Policy sets out responsibilities, policies and procedures in conjunction with any reports that are made pursuant to the Code, and also governs the reporting and investigation of allegations of suspected improper activities in respect of accounting, internal controls or auditing matters, violations of law and general violations of the Code. Multilateral Instrument 52-110 of the Canadian Securities Administrators (“MI 52-110”) requires that the Audit Committee ensure that there are procedures in place for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The Audit Committee has approved the Whistleblowing Policy and the reporting mechanisms contained therein in order to fulfill its responsibilities.

4. Nomination of Directors

The Corporation does not have a stand-alone nominating committee. The Board of Directors is responsible for proposing new director nominees and for assessing directors.

The Board of Directors determines the criteria, objectives and procedures for selecting Board members. In this process, the directors consider factors such as independence, integrity, skills, expertise, breadth of experience, knowledge about the Corporation’s business and a willingness to devote adequate time and effort to the Board’s responsibilities.

5. Compensation of Directors

The current compensation of the directors was set on August 21[st] , 2015. A director fee of $4,000 per quarter was adopted.

6. Board and Committee Assessments

The Board of Directors coordinates an annual evaluation of the Board to determine whether they are functioning effectively and meeting their objectives and goals.

AUDIT COMMITTEE INFORMATION

The overall purpose of the Audit Committee is to support the Board in its stewardship function with respect to the integrity of the Corporation’s internal control systems and its financial reporting. It also ensures the independence of the Corporation’s auditors, oversees the work of the external auditor, and considers the results of their work in assessing the integrity of the Corporation’s financial reporting in order to provide shareholders and the general public with timely, appropriate and reliable information.

National Instrument 52-110 requires the Corporation to disclose information concerning the constitution of its Audit Committee and its relationship with its independent auditor, as set forth in the following:

The Audit Committee’s Charter (Terms of Reference)

The Audit Committee has a charter, a copy of which is provided in Appendix II hereto.

Composition of the Audit Committee

The Corporation’s audit committee currently consists of three (3) directors, Bob MacBean, David Beck and Gregory Wate. Each are financially literate, and Mr. Beck and Mr. Wade are independent members. During 2021 the committee was composed of Bob MacBean, Mark Thimmig and Bruce Reilly.

Relevant Education and Experience

The relevant education and experience of the three (3) current members of the audit committee, is as follows:

Mr. Beck holds an MBA (Dean’s List) from Ivey Business School (University of Western Ontario) and a BSc Honours (Engineering Physics) from Queen's University.

Audit Committee Oversight

The Audit Committee has not made any recommendations to the Board of Directors to nominate or compensate any external auditor that was not accepted by the Board of Directors.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s recently completed financial year did the Corporation rely on exemptions in NI 52-110, particularly Part 2.4 (non-audit fee amounts) or Part 8 (exemption by a regulator).

Pre-Approval Policies and Procedures

The Audit Committee Charter requires the Audit Committee to review all non-audit engagements of the auditor, and these reviews are individually considered on a case-by-case basis.

External Auditor Service Fees (By Category)

Audit Fees

a) The aggregate fees billed by the Corporation’s external auditor were $33,660 foreach of fiscals 2019; 2020 and 2021.

Audit Related Fees

b) There have been no additional fees paid in for assurance and related services to the Corporation’s external auditor for the audit or review of the Corporation’s financial statements not already discussed in “Audit Fees” above.

Tax Fees

c) There were no fees billed in each of the last three fiscal years for professional services rendered by the Corporation’s external auditor for tax compliance, tax advice, and tax planning.

All other fees

d) N/A

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

In 2009, the maximum number of Common Shares reserved for issuance with respect to the Plan was fixed at ten percent (10%) of the total number of issued and outstanding Common Shares at the time of

grant, (calculated on a rolling, non-diluted basis) and shall not exceed ten percent (10%) unless the Corporation receives the permission of the stock exchange or exchanges on which the Common Shares are then listed to exceed such threshold. In addition, the aggregate number of Common Shares so reserved for issuance to one person shall not exceed 5% of the issued and outstanding Common Shares. Stock options issued pursuant to the Plan are granted at the discretion of the Board of Directors and have an exercise price of not less than that from time to time permitted by the stock exchange on which the shares are listed.

The purpose of the Corporation’s Plan is to advance the interests of the Corporation by encouraging the directors, officers and key employees of the Corporation or any affiliate and consultants retained by the Corporation or any affiliate to acquire Common Shares, thereby (i) increasing the proprietary interests of such persons in the Corporation, (ii) aligning the interests of such persons with the interests of the Corporation's shareholders generally, (iii) encouraging such persons to remain associated with the Corporation, and (iv) furnishing such persons with an additional incentive in their efforts on behalf of the Corporation.

The number of issued and outstanding Common Shares of the Corporation is 182,276,573 and the total stock options issued under the Plan is 3,300,000.

For further particulars regarding the Corporation’s Stock Option Plan please see “Re-approval of Stock Option Plan” on page 10 of this Circular.

Equity Compensation Plan Information as at December 16[th] , 2021:

Plan Category	Number of securities to be issued upon exercise of outstanding warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	3,300,000	$0.10	14,927,657
Equity compensation plans not approved by security holders	Nil	Nil	Nil
TOTAL	3,300,000	$0.10	14,927,657

INDEBTEDNESS OF DIRECTORS AND OFFICERS

None of the current Directors or Officers of the Corporation is indebted to the Corporation for purchases of securities or otherwise.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No “informed person” of the Corporation has any interest, direct or indirect, in any material transactions involving it during the fiscal year ended April 30, 2019 through 2021.

An “informed person” is defined in NI 51-102 as being:

(a) a director or executive officer of a reporting issuer;

(b) a director or executive officer of a person or company that is itself an informed person or subsidiary of a reporting issuer;

(c) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of a reporting issuer or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the reporting issuer other than voting securities held by the person or company as underwriter in the course of a distribution; or

(d) a reporting issuer that has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

ADDITIONAL INFORMATION

Additional information related to the Corporation, including financial information provided in the Corporation’s comparative financial statements and MD&A for the year ended April 30[th] , 2016 through 2018, is on SEDAR at www.sedar.com. To request copies of the Corporation’s annual report, which includes the Corporation’s financial statements and MD&A, please contact:

Rod Milne, Controller 45A West Wilmot Street Unit 3 Richmond Hill, Ontario L4B 2P2 Tel: 905-780-6200, ext. 115 Fax: 905-780-6200

OTHER MATTERS

Management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice.

BOARD APPROVAL

The contents of this Circular and the sending thereof to the shareholders of the Corporation have been approved by the Board of Directors of the Corporation.

Dated: December 16[th] , 2021.

“ David Beck ”

David Beck, Director and Chairman of the Board

Appendix I

STOCK OPTION PLAN OF iSIGN Media Solutions Inc.

PART 1 - INTRODUCTION

1.01 Purpose

The purpose of the Plan is to secure for iSign Media Solutions Inc. (the "Corporation") and its shareholders the benefits of incentive inherent in share ownership by the directors, senior officers, key employees and, subject to the terms and conditions herein, consultants of the Corporation and its Affiliates who, in the judgment of the Board, will be largely responsible for its future growth and success.

1.02 Definitions

(a) "Affiliate" has the meaning ascribed thereto in the Business Corporations Act (Ontario) as amended from time to time.

(b) "Board" means the board of directors of the Corporation.

(c) "Completion of the Qualifying Transaction" has the meaning ascribed to such term in Exchange Policy 2.4 as amended from time to time.

(d) "Consultant" has the meaning ascribed thereto in Exchange Policy 4.4 as amended from time to time.

(e) "Corporation" means iSign Media Solutions Inc., a corporation duly incorporated under the laws of the Province of Ontario.

(f) "Discounted Market Price" has the meaning ascribed to such term in Exchange Policy 1.1 as amended from time to time.

(g) "Eligible Person" shall mean a senior officer or director of the Corporation or of an Affiliate of the Corporation ("Executive") or an employee of the Corporation or an Affiliate of the Corporation ("Employee") or a Consultant, or a personal holding company controlled by an Executive, Employee or Consultant, or a Registered Retirement Savings Plan established by an Executive, Employee or Consultant.

(h) "Exchange" means the TSX Venture Exchange.

(i) "Final Exchange Bulletin" has the meaning ascribed thereto in the Exchange Policy 2.4 as amended from time to time.

(j) "Insider" means;

(i) an insider as defined in the Securities Act (Ontario), other than a person who falls within the definition solely by virtue of being a director or senior officer of a subsidiary of the Corporation; and

(ii) an associate of any person who is an insider by virtue of the preceding sub-clause (i).

(k) "Investor Relations Activities" has the meaning ascribed thereto in Exchange Policy 1.1 as amended from time to time.

(l) "Management Company Employee" has the meaning ascribed to such term in Exchange Policy 4.4 as amended from time to time.

(m) "Option" shall mean an option granted under the terms of the Plan.

(n) "Option Period" shall mean the period during which an option may be exercised.

(o) "Optionee" shall mean an Eligible Person to whom an Option has been granted under the terms of the Plan.

(p) "Outstanding Issue" means the number of shares of the applicable class outstanding on a nondiluted basis.

(q) "Participant" means, in respect of the Plan, an Eligible Person who is eligible and elects to participate in the Plan.

(r) "Plan" means the stock option plan established and operated pursuant to Part 2 hereof.

(s) "Resulting Issuer" has the meaning ascribed to such term in Exchange Policy 2.4 as amended from time to time.

(t) "Shares" shall mean the common shares of the Corporation.

PART 2 - SHARE OPTION PLAN

2.01 Participation

Options shall be granted only to Eligible Persons.

2.02 Determination of Option Recipients

The Board shall make all necessary or desirable determinations regarding the granting of Options to Eligible Persons and may take into consideration the present and potential contributions of a particular Eligible Person to the success of the Corporation and any other factors which it may deem proper and relevant.

2.03 Price

The exercise price per Share when Options are granted shall be determined from time to time by the Board but, in any event, shall not be less than the Discounted Market Price. Notwithstanding the foregoing, from the time of listing and until Completion of the Qualifying Transaction the exercise price per Share when Options are granted shall not be less than $0.10.

2.04 Grant of Options

The Board may at any time authorize the granting of Options to such Eligible Persons as it may select for the number of Shares that it shall designate, subject to the provisions of the Plan. The date of each grant of Options shall be determined by the Board when the grant is authorized. From the time of listing and until Completion of the Qualifying Transaction the Board shall not grant Options to Consultants providing Investor Relations Activities. Each Option granted to an Eligible Person shall be evidenced by a stock option agreement with terms and conditions consistent with the Plan and as approved by the Board (which terms and conditions need not be the same in each case and may be changed from time to time). In the event that Options are granted to Employees, Management Company Employees or Consultants, the Corporation represents that such Optionees shall be bona fide Employees, Management Company Employees or Consultants, as the case may be. The Corporation may at the time of granting options hereunder provide for additional terms and conditions which are not inconsistent with Part 2 hereof

including, without limitation, terms and conditions deferring or delaying the date at which an Option may be exercised in whole or in part, provided that, in all cases, Options granted pursuant to this section may not be exercised before the Completion of the Qualifying Transaction unless the Optionee agrees in writing to deposit the shares acquired into escrow until the issuance of the Final Exchange Bulletin.

2.05 Term of Options

All Options granted to an Optionee pursuant to this Plan shall expire at the close of business five (5) years from the date of grant, or in the case of a Consultant or Employee, such earlier date as the Corporation shall decide (the “Expiry Date”). On the Expiry Date the Options granted shall forthwith expire and terminate and be of no further force or effect whatsoever as to such of the Shares in respect of which the Option hereby granted has not then been exercised. Except as set forth in section 2.09, no Option may be exercised unless the Optionee is at the time of such exercise;

(a) in the case of an Employee, in the employ of the Corporation or any Affiliate and shall have been continuously so employed since the grant of his or her Option, or have been a Consultant of the Corporation during such time thereafter, but absence on leave, having the approval of the Corporation or such Affiliate, shall not be considered an interruption of employment for any purpose of the Plan;

(b) in the case of a Consultant, under contract with the Corporation or any Affiliate and shall have been continuously so contracted since the grant of the Option; or

(c) in the case of an Executive, a director or senior officer of the Corporation or any Affiliate and shall have been such a director or senior officer continuously since the grant of his or her Option.

The exercise of any Option will be contingent upon receipt by the Corporation of cash payment of the full purchase price of the Shares being purchased. No Optionee or his or her legal representative, legatees or distributees will be, or will be deemed to be, a holder of any Shares subject to an Option, unless and until certificates for such Shares are issued to him, her or them or a securities intermediary with whom the Optionee (or his or her legal representative, legatees or distributees) has an account, is recorded as the owner of such Shares in a book-entry system under the terms of the Plan.

2.06 Vesting of Options

Executives and Employees

All Options granted to an Executive or Employee pursuant to this Plan shall vest and become fully exercisable as follows or as determined by the Board when the Option is granted:

(a) one half (1/2) of the Options on the date of grant; and

(b) the final one half (1/2) of the Options on the date which is one (1) year from the date said Options are granted.

Consultants

All Options granted to Consultants pursuant to this Plan shall vest and become full exercisable as follows or as determined by the Board when the Option is granted:

(a) one third (1/3) of the Options on the date of grant;

(b) one third (1/3) of the of the Options on the date which is one (1) year from the date said Options are granted; and

Consultants performing Investor Relations Activities

All Options granted to Consultants performing Investor Relations Activities, pursuant to this Plan shall vest and become full exercisable as follows:

(a) one quarter (1/4) of the Options on the date of grant;

(b) one quarter (1/4) of the of the Options on the date which is three (3) months from the date said Options are granted;

(c) one quarter (1/4) of the of the Options on the date which is six (6) months from the date said Options are granted; and

(d) the final one quarter (1/4) of the Options on the date which is nine (9) months from the date said Options are granted.

2.07 Restrictions on Grant of Options

The granting of Options shall be subject to the following conditions:

(a) not more than ten (10%) percent of the Outstanding Issue of the Shares may be reserved for the granting of Options to Insiders;

(b) not more than ten (10%) percent of the Outstanding Issue of the Shares may be reserved for the granting of Options to Insiders or issued to Insiders within any one-year period;

(c) not more than five (5%) percent of the Outstanding Issue of the Shares may be issued to any one individual in a one-year period;

(d) not more than two (2%) percent of the Outstanding Issue of the Shares may be granted to any one Consultant in any 12-month period; and

(e) not more than an aggregate of two (2%) percent of the Outstanding Issue of the Shares may be granted to an Employee conducting Investor Relations Activities in any 12-month period.

2.08 Lapsed Options

If Options are surrendered, terminated or expire without being exercised in whole or in part, new Options may be granted covering the Shares not purchased under such lapsed Options.

2.09 Effect of Termination of Employment or Death

(a) If an Optionee shall die while employed by the Corporation or its Affiliate, or while an Executive, any Option held by the Optionee at the date of death shall become exercisable, in whole or in part, but only by the persons or persons to whom the Optionee's rights under the Option shall pass by the Optionee's will or the laws of descent and distribution (the "Successor Optionee"). All such Options shall be exercisable only to the extent that the Optionee was entitled to exercise the Option at the date of his or her death and only for one (1) year after the date of death or prior to the expiration of the Option Period in respect thereof, whichever is sooner, provided that in any event and notwithstanding anything to the contrary in this section the Successor Optionee shall be entitled to exercise the Option for a period of one (1) year after the date of death of the Optionee.

(b) If the employment of an Employee or Consultant is terminated for cause no Option held by such Optionee may be exercised following the date upon which Termination occurred.

(c) If the tenure of an Executive or the employment of an Employee or Consultant is terminated for any reason other than cause, including by reason of resignation, then any Option held by such Optionee which has vested pursuant to section 2.06, shall be exercisable, in whole or in part, for a period of ninety (90) days thereafter or prior to the expiration of the Option Period in respect thereof, whichever is sooner, or such shorter period of time as may be determined by the Board when the Option is granted, unless the Executive or Employee has been retained as a Consultant on or before the date of termination of the Executive’s tenure or Employee’s employment in which event the Option shall be exercisable for a period expiring thirty (30) days after the date they cease to be a Consultant.

(d) If an Optionee does not continue as an Executive, Employee or Consultant of the Resulting Issuer, then any Option held by such Optionee shall be exercisable, in whole or in part, for a period of twelve (12) months after the Completion of the Qualifying Transaction and ninety (90) days after the Optionee ceases to become a director, officer, technical consultant or employee of the Resulting Issuer whichever is later.

(e) Notwithstanding anything to the contrary herein, Options granted to an Optionee who is engaged in Investor Relations Activities must expire within thirty (30) days after the Optionee ceases to be employed to provide Investor Relations Activities.

2.10 Effect of Amalgamation, Consolidation or Merger

If the Corporation amalgamates, consolidates with our merges with or into another corporation any Shares receivable on the exercise of an Option shall be converted into the securities, property or cash which the Participant would have received upon such amalgamation, consolidation or merger if the Participant had exercised his or her option immediately prior to the record date applicable to such amalgamation, consolidation or merger, and the option price shall be adjusted appropriately by the Board and such adjustment shall be binding for all purposes of the Plan.

2.11 Adjustment in Shares Subject to the Plan

If there is any change in the Shares through or by means of a declaration of stock dividends of Shares or consolidations, subdivisions or reclassification of Shares, or otherwise, the number of Shares available under the Plan, the Shares subject to any Option, and the purchase price thereof shall be adjusted appropriately by the Board and such adjustment shall be effective and binding for all purposes of the Plan.

2.12 Hold Period

All Options and any Shares issued on the exercise of Options may be legended with a four-month Exchange hold period commencing on the date the Options were granted pursuant to the rules of the Exchange.

PART 3 – GENERAL

3.01 Number of Shares

The aggregate number of Shares that may be reserved for issuance, from time to time, under the Plan shall not exceed ten (10%) percent of the total Outstanding Issue.

3.02 Transferability

All benefits, rights and options accruing to any Participant in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein. During the lifetime of a Participant, all benefits, rights and options may only be exercised by the Participant.

3.03 Employment

Nothing contained in any Plan shall confer upon any Participant any right with respect to employment or continuance of employment with the Corporation or any Affiliate or interfere in any way with the right of the Corporation or any Affiliate to terminate the Participant's employment at any time. Participation in any Plan by a Participant is voluntary.

3.04 Approval of Plan

The Plan shall only become effective after it has been approved by the Board; provided, however:

(a) nothing contained herein shall in any way affect Options previously granted by the Corporation and currently outstanding;

(b) the Plan must receive shareholder approval yearly, at the Corporation's annual general meeting.

The obligation of the Corporation to issue and deliver Shares in accordance with the Plan is subject to the approval of any governmental authority having jurisdiction or any stock exchanges on which the Shares are listed for trading which may be required in connection with the authorization, issuance or sale of such Shares by the Corporation. If any Shares cannot be issued to any Participant for any reason including, without limitation, the failure to obtain such approval, then the obligation of the Corporation to issue such Shares shall terminate and any Participant's option price paid to the Corporation shall be returned to the Participant.

3.05 Administration of the Plan

The Board is authorized to interpret the Plan from time to time and to adopt, amend and rescind rules and regulations for carrying out the Plan. The interpretation and construction of any provision of the Plan by the Board shall be final and conclusive. Administration of the Plan shall be the responsibility of the appropriate officers of the Corporation and all costs in respect thereof shall be paid by the Corporation.

3.06 Income Taxes

As a condition of and prior to participation in the Plan, a Participant shall authorize the Corporation in written form to withhold from any remuneration otherwise payable to such Participant any amounts required by any taxing authority to be withheld for taxes of any kind as a consequence of such participation in the Plan.

3.07 Amendments to the Plan

The Board reserves the right to amend, modify or terminate the Plan at any time if and when it is advisable in the absolute discretion of the Board. However, any amendments of the Plan which could result, at any time, in:

(a) materially increase the benefits under the Plan; or

(b) an increase in the number of Shares which would be issued under the Plan (except any increase resulting automatically from an increase in the number of issued and outstanding Shares); or

shall be effective only upon the approval of the shareholders of the Corporation. Any amendment to any provision of the Plan shall be subject to approval, if required, by any regulatory body having jurisdiction over the securities of the Corporation. In the event that the Corporation proposes to reduce the exercise price of an option held by an Insider of the Corporation, such reduction shall be subject to the approval of the disinterested shareholders of the Corporation.

3.08 No Representation or Warranty

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

3.09 Interpretation

The Plan will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

3.10 Compliance with Applicable Law, etc.

If any provision of the Plan or of any agreement entered into pursuant to the Plan contravenes any law or any order, policy, by-law or regulation of any regulatory body or stock exchange having authority over the Corporation or the Plan then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

Appendix II

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

I. PURPOSE

The Audit Committee is a committee of the Board of Directors of the Company. The function of the Audit Committee is to assist the Board of Directors in fulfilling its responsibilities to the shareholders of the Company, the securities regulatory authorities and stock exchanges, the investment community and others by:

(a) reviewing the annual and interim (quarterly) financial statements, related management discussion and analysis (“MD&A”) and, where applicable, other financial information disclosed by the Company to any governmental body or the public, prior to its approval by the Board of Directors;

(b) overseeing the review of interim (quarterly) financial statements and/or MD&A by the Company’s external auditor;

(c) recommending the appointment and compensation of the Company’s external auditor, overseeing the external auditor’s qualifications and independence and providing an open avenue of communication among the external auditor, financial and senior management and the Board of Directors;

(d) directly overseeing the work of the external auditor on the audit of annual financial statements; and

(e) monitoring the Company’s financial reporting process and internal controls and compliance with legal and regulatory requirements related thereto.

The Audit Committee should primarily fulfill these responsibilities by carrying out the activities enumerated in Section III of this Charter. However, it is not the duty of the Audit Committee to prepare financial statements, to plan or conduct audits, to determine that the financial statements are complete and accurate and are in accordance with generally accepted accounting principles (“GAAP”), to conduct investigations, or to assure compliance with laws and regulations or the Company’s internal policies, procedures and controls, as these are the responsibility of management and in certain cases the external auditor.

II. COMPOSITION

The Audit Committee shall have a minimum of three members.
Every Audit Committee member must be a director of the Company. The Audit Committee shall be comprised of such directors as are determined by the Board of Directors, a majority of whom shall be independent within the meaning of MI 52-110 of the Canadian Securities Administrators (or exempt there from), and free of any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Audit Committee. Pursuant to the Business Corporations Act (Ontario) the majority of the Audit Committee members must not be officers, nor employees of the Company.
All members of the Audit Committee must have (or should gain within a reasonable period of time after appointment) a working familiarity with basic finance and accounting practices and otherwise be financially literate within the meaning of applicable securities laws. Audit Committee members may

enhance their familiarity with finance and accounting by participating in educational programs conducted by the Company or an outside consultant.

The members of the Audit Committee shall be elected by the Board of Directors on an annual basis or until their successors shall be duly appointed. Audit Committee members shall hold office until the next annual meeting of shareholders subsequent to their appointment.
Unless a Chair is elected by the full Board of Directors, the members of the Audit Committee may designate a Chair by majority vote of the full Audit Committee membership.
The Secretary of the Audit Committee will be appointed by the Chair.
Any member of the Audit Committee may be removed or replaced at any time by the Board of Directors and shall cease to be a member of the Audit Committee on ceasing to be a Director. The Board of Directors may fill vacancies on the Audit Committee by election from among the directors on the Board of Directors. If and whenever a vacancy shall exist on the Audit Committee, the remaining members may exercise all its powers so long as a quorum remains.

III. DUTIES AND RESPONSIBILITIES

The Audit Committee shall review and recommend to the Board of Directors for approval:

(a) the Company’s annual and interim financial statements, including any certification, report, opinion or review rendered by the external auditor, and review related MD&A;

(b) press releases of the Company that contain financial information;

(d) documents referencing, containing or incorporating by reference the annual audited consolidated financial statements or interim financial results (e.g., prospectuses, press releases with financial results and Annual Information Form – when applicable) prior to their release.

The Audit Committee, in fulfilling its mandate, will:

(a) satisfy itself that adequate internal controls and procedures are in place to allow the Chief Executive Officer and the Chief Financial Officer to certify financial statements and other disclosure documents as required under securities laws;

(b) review with management relationships with regulators, and the accuracy and timeliness of filing with regulatory authorities (when and if applicable);

(c) ensure that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements and periodically assess the adequacy of those procedures;

(d) recommend to the Board of Directors the selection of the external auditor, consider the independence and effectiveness and approve the fees and other compensation to be paid to the external auditor;

(e) review the performance of the external auditor and approve any proposed discharge and replacement of the external auditor when circumstances warrant;

(f) review the annual audit plans of the internal and external auditors of the Company;

(g) oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company;

(h) monitor the relationship between management and the external auditor including reviewing any management letters or other reports of the external auditor and discussing any material differences of opinion or disagreements between management and the external auditor;

(i) periodically consult with the external auditor out of the presence of management about significant risks or exposures, internal controls and other steps that management has taken to control such risks, and the fullness and accuracy of the organization’s financial statements. Particular emphasis should be given to the adequacy of internal controls to expose any payments, transactions, or procedures that might be deemed illegal or otherwise improper;

(j) arrange for the external auditor to be available to the Audit Committee and the full Board of Directors as needed. Ensure that the auditors communicate directly with the Audit Committee and are made accountable to the Board of Directors and the Audit Committee, as representatives of the shareholders to whom the auditors are ultimately responsible;

(k) ensure that the external auditors are prohibited from providing non-audit services and approve any permissible non-audit engagements of the external auditors, in accordance with applicable legislation;

(l) review with management and the external auditor the Company’s major accounting policies, including the impact of alternative accounting policies and key management estimates and judgments that can materially affect the financial results;

(m) review with management their approach to controlling and securing corporate assets (including intellectual property) and information systems, the adequacy of staffing of key functions and their plans for improvements;

(n) review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company;

(o) review the expenses of the Chairman and President of the Company annually;

(p) perform such other duties as required by the Company’s incorporating statute and applicable securities legislation and policies; and

(l) establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls, or auditing matters and the confidential, anonymous submission by the Company’s employees of concerns regarding questionable accounting or auditing matters.

The Audit Committee may engage independent counsel and other advisors as it determines necessary to carry out its duties and may set and pay the compensation of such counsel and advisors. The Audit Committee may communicate directly with the Company’s internal and external counsel and advisors.

IV. MEETING PROCEDURES

The Audit Committee shall meet at such times and places as the Audit Committee may determine, but no less than four times per year. The Audit Committee should meet within sixty (60) days following the end of the first three financial quarters to review and discuss the unaudited financial results for the preceding quarter and the related MD&A, and shall meet within one hundred and twenty (120) days following the end of the financial year end to review and discuss the audited financial results for the preceding year and the related MD&A as well as any accompanying press release, or in both cases, by such earlier times as may be required in order to comply with applicable law or any stock exchange regulation.
Members of the Audit Committee shall be provided with reasonable notice of the time and place of meetings, which shall be not less than twenty-four (24) hours. The notice period may be waived by all members of the Audit Committee. Each of the Chairman of the Board of Directors, the external auditor, the Chief Executive Officer or the Chief Financial Officer shall be entitled to request that any member of the Audit Committee call a meeting.
The Audit Committee may ask members of management or others to attend meetings and provide pertinent information as necessary. For purposes of performing their duties, members of the Audit Committee shall have full access to all corporate information and any other information deemed appropriate by them and shall be permitted to discuss such information and any other matters relating to the financial position of the Company with senior employees, officers and the external auditor of the Company, and others as they consider appropriate. The external auditor may, at its option, attend meetings of the Audit Committee.
In order to foster open communication, the Audit Committee or its Chair should meet at least annually with management and the external auditor in separate sessions to discuss any matters that the Audit Committee or each of these groups believes should be discussed privately. In addition, the Audit Committee or its Chair should meet with management quarterly in connection with the Company's interim financial statements.
Meetings may be conducted with members in attendance in person, by telephone or by video conference facilities.
A resolution in writing signed by all the members of the Audit Committee is valid as if it had been passed at a meeting of the Audit Committee.
Quorum for the transaction of business at any meeting of the Audit Committee shall be a majority of the number of members of the Audit Committee or such greater number as the Audit Committee shall by resolution determine.
A resolution in writing signed by all the members of the Audit Committee is valid as if it had been passed at a meeting of the Audit Committee.
Ensure that the Board is aware of matters which may significantly impact the financial condition or affairs.

Appendix III

ISIGN MEDIA SOLUTIONS INC. SUMMARY OF SHAREHOLDER RIGHTS PLAN

Summary of the Principal Term of the Rights Plan

The following is a summary of the principal terms of the Rights Plan, which summary is qualified by and is subject to the full terms and conditions of the Rights Plan, a copy of which is filed under the Corporation’s profile at www.sedar.com. Capitalized terms used in this summary are defined in the Rights Plan and, notwithstanding any summary of such terms herein, all such terms have the meanings ascribed to them in the Rights Plan.

Issuance of Rights

The Corporation issued one right (a “ Right ”) effective at 4:00 p.m. (Toronto time) on March 29, 2012 (the “ Record Time ”) in respect of each Common Shares outstanding at the Record Time and one Right in respect of each Common Share issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time.

Certificates

Certificates issued for Common Shares, including without limitation Common Shares issued upon the exercise, conversion or exchange of Convertible Securities, after the Record Time but prior to the close of business on the earlier of the Separation Time and the Expiration Time shall evidence one Right for each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend. Certificates representing Common Shares that are issued and outstanding as at the Record Time shall evidence one Right for each Common Share evidenced thereby notwithstanding the absence of the foregoing legend until the earlier of the Separation Time and the Expiration Time. Registered holders of Common Shares who have not received a share certificate and are entitled to do so on the earlier of the Separation Time and the Expiration Time shall be entitled to Rights as if such certificates had been issued and such Rights shall for all purposes hereof be evidenced by the corresponding entries on the Corporation's securities registers for the Common Shares.

Exercise of Rights

Rights are not exercisable before the Separation Time. On any Business Day after the Separation Time and prior to the Expiration Time, each Right entitles the Holder to purchase for the Exercise Price, one Common Share. From and after the Separation Time and prior to the Expiration Time, the Rights shall be exercisable and the registration and transfer of the Rights shall be separate from and independent of the Common Shares.

Acquiring Person

An Acquiring Person is a person that Beneficially Owns 20% or more of the outstanding Voting Shares. An Acquiring Person does not, however, include the Corporation or any Subsidiary of the Corporation, or any person that becomes the Beneficial Owner of 20% or more of the Voting Shares as a result of certain exempt transactions.

Beneficial Owner/ Beneficial Ownership / Beneficially Own

At any given date a person is deemed the “ Beneficial Owner ” of, and to have “ Beneficial Ownership ” of, and to “ Beneficially Own ” any securities as to which such Person or any of such Person's Affiliates or Associates is the owner at law or in equity, and any securities of the Corporation of which such person or any of such person’s Affiliates or Associates has the rights to acquire or become the owner at law or in equity, whether such right is exercisable immediately or after the passage of time and whether or not on condition or the happening of any contingency or the making of any payment, upon the exercise of any conversion right, exchange right or purchase right attaching to convertible securities, or pursuant to any agreement, arrangement, pledge or understanding. However, under the Rights Plan a person is deemed not to have Beneficial Ownership of securities in certain enumerated circumstances.

Separation Time

The Separation Time will generally occur at the close of business on the tenth Trading Day after the earliest of:

(a) the Stock Acquisition Date;

(b) the date of the commencement of, or first public announcement of the intent of any Person (other than the Corporation or any Subsidiary of the Corporation) to make, a Take-over Bid (other than a Permitted Bid or a Competing Permitted Bid); and

(d) such later date as determined by Board of Directors acting in good faith.

However, if a take-over bid expires, is cancelled or is withdrawn prior to the Separation Time, or the Board of Directors waives the application of the Rights Plan to a Flip-in Event in accordance with the terms of the Rights Plan, then the Separation Time will be deemed not to have occurred.

Expiration Time

The Expiration Time shall mean the earlier of:

(a) the time at which the right to exercise Right is terminated under the terms of the Rights Plan;
(b) the termination of the third annual meeting of the shareholders of the Corporation occurring after the date of ratification of this Right Plan if the continuation of the Rights Plan is not submitted to holders of Voting Shares for their approval at such meeting or, if so submitted, is not approved by a majority of the votes cast by Independent Shareholders present or represented by proxy; and
(c) the close of the third annual meeting of shareholders of the Corporation occurring after the date of approval of the continuation of the Rights Plan pursuant to paragraph (b) above or this paragraph (c) if the continuation of the Rights Plan is not submitted to holders of Voting Shares for their approval at such meeting or, if so submitted, is not approved by a majority of the votes cast by Independent Shareholders present or represented by proxy.

Flip-in Event

A Flip-in Event means a transaction in or pursuant to which any Person becomes an Acquiring person.

Permitted Bids and Competing Permitted Bids

The Rights Plan is not triggered if an offer (a “ Permitted Bid ”) would allow sufficient time for the Corporation’s Shareholders to consider and react to the offer and would allow the Corporation’s Shareholders to decide to tender or not tender without the concern that they will be left with illiquid Voting Shares should they not tender.

The requirements for a Permitted Bid include the following:

(1) the take-over bid must be made by way of a take-over bid circular;
(2) the take-over bid must be made to all holders of Voting Shares as registered on the books of the Corporation;
(3) the take-over bid must be outstanding for a minimum period of 60 days and Voting Shares tendered pursuant to the take-over bid may not be taken up prior to the expiry of the 60 day period and only if at such time more than 50% of the Voting Shares held by the Corporation’s Shareholders, other than the bidder, its affiliates and persons acting jointly or in concert and certain other persons (the “ Independent Shareholders ”), have been tendered to the take-over bid and not withdrawn; and
(4) if more than 50% of the Voting Shares held by Independent Shareholders are tendered to the takeover bid within the 60-day period, the bidder must make a public announcement of that fact and the take-over bid must remain open for deposits of Voting Shares for an additional 10 business days from the date of such public announcement.

The Rights Plan allows for a competing Permitted Bid (a “ Competing Permitted Bid ”) to be made while a Permitted Bid is in existence. A Competing Permitted Bid must satisfy all the requirements of a Permitted Bid except that it may expire on the same date as the Permitted Bid, subject to the requirement that it be outstanding for a minimum period of 35 days.

Neither a Permitted Bid nor a Competing Permitted Bid is required to be approved by the Board and such bids may be made directly to the Corporation’s Shareholders. Acquisitions of Voting Shares made pursuant to a Permitted Bid or a Competing Permitted Bid do not give rise to a Flip-in Event.

Waiver and Redemption

The Board may, prior to the occurrence of a Flip-in Event, waive the application of the Rights Plan to a particular Flip-in Event which would occur as a result of a take-over bid made under a circular prepared in accordance with applicable securities laws to all holders of Voting Shares. In such event, the Board shall be deemed to also have waived the application of the Rights Plan to any other Flip-in Event occurring as a result of any other takeover bid made under a circular prepared in accordance with applicable securities laws to all holders of Voting Shares prior to the expiry of any take-over bid for which the Rights Plan has been waived or deemed to have been waived.

In addition, with the prior consent of the holders of Voting Shares, the Board may, at any time prior to the occurrence of a Flip-in Event, waive the application of the Rights Plan to such Flip-in Event.

Until the occurrence of a Flip-in Event, the Board may, with the approval of holders of the Voting Shares (or with the approval of holders of Rights if the Separation Time has occurred), elect to redeem all but not less than all of the then outstanding Rights at $0.001 per Right. In the event that a person acquires Voting Shares pursuant to a Permitted Bid, a Competing Permitted Bid or pursuant to a transaction for which the Board has waived the application of the Rights Plan, then the Board shall, immediately upon the

consummation of such acquisition, without further formality, be deemed to have elected to redeem the Rights at the redemption price.

Amendment

The Board may amend the Rights Plan with the approval of a majority vote of the votes cast by the Corporation’s Shareholders (or the holders of Rights if the Separation Time has occurred) voting in person and by proxy at a meeting duly called for that purpose. The Board without such approval may correct clerical or typographical errors and, subject to approval as noted above at the next meeting of the Corporation’s Shareholders (or holders of Rights, as the case may be), may make amendments to the Rights Plan to maintain its validity due to changes in applicable legislation.

Rights Agent

TSX Trust Company

Rightsholder not a Shareholder

Until a Right is exercised, the holder thereof as such will have no rights as a Shareholder of the Corporation.

AI assistant

iSIGN Media Solutions Inc. — AGM Information 2021

46198_rns_2021-12-29_b9100316-d2b2-4b65-a101-c6fb113b2491.pdf

INFORMATION CIRCULAR

TABLE OF CONTENTS

iSign Media Solutions Inc. Notice of Annual & Special Meeting of Shareholders

TO THE SHAREHOLDERS

iSign Media Solutions Inc.

MANAGEMENT INFORMATION CIRCULAR

FOR THE ANNUAL & SPECIAL MEETING OF SHAREHOLDERS

MANAGEMENT SOLICITATION OF PROXIES

VOTING AT THE VIRTUAL MEETING

NOTICE AND ACCESS

Appointment and Revocation of Proxies

Exercise of Discretion by Proxies

Signature of Proxy

ADVICE TO BENEFICIAL SHAREHOLDERS

RECORD DATE

VOTING SHARES AND PRINCIPAL HOLDERS

PARTICULARS OF MATTERS TO BE ACTED UPON

FINANCIAL STATEMENTS

ELECTION OF DIRECTORS

Management of the Corporation proposes to nominate and intends to vote in favour of the election,

Additional Disclosure Relating to Directors

APPOINTMENT OF AUDITORS

RE-APPROVAL OF STOCK OPTION PLAN

“ BE IT RESOLVED that:

RE-APPROVAL OF SHAREHOLDER RIGHTS PLAN

Shareholder Approval

“ BE IT RESOLVED that:

RATIFICATION OF BY-LAW AMENDMENT

“BE IT RESOLVED that :

DISCLOSURE OF THE CORPORATION’S GOVERNANCE

AND COMPENSATION PRACTICES

MANAGEMENT CONTRACTS

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Objectives

Elements of the Compensation Program

Base Salary

Bonuses

Stock Options

Interim Chief Executive Officer’s Compensation

Chief Financial Officer’s Compensation

Compensation of Named Executive Officers

Summary Compensation Table

Outstanding Share-Based and Option Based Awards Granted to Named Executive Officers as of April 30, 2021

COMPENSATION OF DIRECTORS

Outstanding Share-Based and Option Based Awards Granted to Directors (Other Than Directors who are Named Executive Officers) as of April 30[th] , 2021

Value Vested or Earned During the Years Ended April 30, 2019, 2020 and 2021 by Directors (Other Than Directors Who are Named Executive Officers) Under Option-Based Awards, Share-Based Awards and Non-Equity Incentive Plan Compensation

CORPORATE GOVERNANCE DISCLOSURE

1. Board of Directors

Other Directorships in Public Companies

2. Orientation and Continuing Education

3. Ethical Business Conduct

4. Nomination of Directors

5. Compensation of Directors

6. Board and Committee Assessments

AUDIT COMMITTEE INFORMATION

The Audit Committee’s Charter (Terms of Reference)

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

Audit Fees

Audit Related Fees

Tax Fees

All other fees

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

INDEBTEDNESS OF DIRECTORS AND OFFICERS

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

ADDITIONAL INFORMATION

OTHER MATTERS

BOARD APPROVAL

Appendix I

STOCK OPTION PLAN OF iSIGN Media Solutions Inc.

PART 1 - INTRODUCTION

1.01 Purpose

iSIGN Media Solutions Inc. AGM Information 2021