Katipult Technology Corp. — AGM Information 2021

Nov 9, 2021

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NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR

for the

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 1, 2021

Dated as of October 26 , 2021

Katipult Technology Corp . 340-318 11 Ave SE

Calgary , Alberta T2G 0Y2

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON December 1, 2021

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the " Meeting ") of the holders of common shares (" Common Shares ") of Katipult Technology Corp. (the " Corporation ") will be held at 151 West Hastings Street, Vancouver, British Columbia, V6B 1H4, for the following purposes:

1. to receive the consolidated financial statements of the Corporation for the financial year ended December 31, 2020 and the auditors' report thereon;

2. to fix the number of directors to be elected at the Meeting at five;

3. to elect directors of the Corporation for the ensuing year or until their successors are elected or appointed pursuant to the Articles of the Corporation;

4. to consider an ordinary resolution approving the Corporation’s 10% "rolling" stock option plan and the required annual approval, as more particularly described in the Circular;

5. to consider an ordinary resolution providing the required annual approval of the Corporation's Restricted Share Unit Plan, as more particularly described in the Circular;

6. to appoint RSM Alberta LLP as auditors until the next annual general meeting of shareholders; and

7. to transact such further or other business as may properly come before the Meeting or any adjournment thereof.

This Notice of Annual General and Special Meeting is accompanied by the Circular and either a form of proxy for registered shareholders or a voting instruction form for beneficial shareholders. The specific details of the foregoing matters to be put before the Meeting are set forth in the Circular.

The board of directors of the Corporation has fixed the record date for the Meeting as the close of business on October 25, 2021 (the " Record Date ") for determining shareholders entitled to receive notice of, and to vote at the Meeting or any adjournment thereof, unless any such shareholder transfers such Common Shares after the Record Date and the transferee of those Common Shares establishes that the transferee owns the Common Shares and demands, not later than 10 days before the Meeting, that the transferee's name be included in the list of shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such Common Shares at the Meeting.

The accompanying Circular provides instructions on the various methods that a shareholder can use to vote their Common Shares at the Meeting, including instructions regarding voting in person, by mail, by internet, or by phone.

To be used at the Meeting, proxies must be received by TSX Trust Company, the Corporation's transfer agent, (i) by hand delivery or mail at 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, (ii) by facsimile at (416) 595-9593, or (iii) by internet by visiting www.voteproxyonline.com and entering the 12 digit control number. Proxies must be received no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting, or any adjournment thereof, or received by the chair of the Meeting before the commencement of the Meeting, or any adjournment thereof.

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DATED at Calgary, Alberta this 26[th] day of October, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

"Gord Breese"

Gord Breese, President and Chief Executive Officer

INFORMATION CIRCULAR

OF THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 1 , 2021

SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS

Solicitation of Proxies

This Management Information Circular (the " Circular ") is furnished in connection with the solicitation of proxies by the management of Katipult Technology Corp. (the " Corporation " or " Katipult ") for use at the Annual General and Special Meeting (the " Meeting ") of the holders of common shares (the " Common Shares ") of the Corporation to be held at 151 West Hastings Street, Vancouver, British Columbia, V6B 1H4 at 10:00 a.m. (Vancouver time) (the " Meeting Date "), and at any adjournment thereof, for the purposes set forth in the Notice of Annual General and Special Meeting.

The board of directors of the Corporation has fixed the record date for the Meeting at the close of business on October 25, 2021 (the " Record Date ") for determining shareholders entitled to receive notice of, and to vote at the Meeting or any adjournment thereof, unless any such shareholder transfers such Common Shares after the Record Date and the transferee of those Common Shares establishes that the transferee owns the Common Shares and demands, not later than 10 days before the Meeting or any adjournment thereof, that the transferee's name be included in the list of shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such Common Shares at the Meeting.

The Corporation will conduct its solicitation by mail and officers and employees of the Corporation may, without receiving special compensation, also telephone or make other personal contact. The Corporation will pay the cost of solicitation.

All dollar amounts referenced herein are expressed in Canadian Dollars unless otherwise stated.

Appointment of Proxyholder

The purpose of a proxy is to designate persons who will vote the proxy on a shareholder's behalf in accordance with the instructions given by the shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or directors of the Corporation (the " Management Proxyholders ").

A shareholder has the right to appoint a person other than a Management Proxyholder to represent the shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person ' s name in the blank space provided or by executing a proxy in a form similar to the enclosed form . A proxyholder need not be a shareholder .

Voting by Proxy

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting . Common Shares represented by a properly executed proxy will be voted for or against or withheld from voting on each matter referred to in the Notice of Annual General and Special Meeting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

If a shareholder does not specify a choice and the shareholder has appointed one of the Management Proxyholders as proxyholder , the Management Proxyholder will vote in favour of the matters specified in the Notice of Annual General and Special Meeting and in favour of all other matters proposed by management at the Meeting .

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Annual General and Special Meeting and with respect to other matters which may properly come before the Meeting . At the date of this Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

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Completion and Return of Proxy

An instrument of proxy will not be valid for the Meeting or any adjournment thereof unless it is completed and delivered to TSX Trust Company (" TSX Trust "), the Corporation's transfer agent. To be valid, proxy forms must be dated, completed, signed and deposited with TSX Trust, (i) by hand delivery or mail to TSX Trust Company, 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, (ii) by facsimile to 416) 5959593, or (iii) by internet by visiting www.voteproxyonline.com and entering the 12 digit control number provided, in each case not less than 48 hours before the time for holding the Meeting or any adjournment thereof, excluding Saturdays, Sundays and holidays, unless the chairman of the Meeting elects to exercise his or her discretion to accept proxies received subsequently.

Non-Registered Holders

Only registered shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting . Registered shareholders are holders of Common Shares whose names appear on the share register of the Corporation and are not held in the name of a brokerage firm, bank or trust company through which they purchased the Common Shares. Whether or not you are able to attend the Meeting, shareholders are requested to vote their proxy in accordance with the instructions on the proxy. Most shareholders are "non-registered" shareholders (" Non-Registered Shareholders ") as the Common Shares they own are not registered in their names directly but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Common Shares. The Common Shares beneficially owned by a Non-Registered Shareholder are registered either: (i) in the name of an intermediary (an " Intermediary ") that the Non-Registered Shareholder deals with in respect of their Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as The Canadian Depository for Securities Limited or The Depository Trust & Clearing Corporation) of which the Intermediary is a participant.

There are two kinds of beneficial owners: (i) those who object to their name being made known to the issuers of securities which they own (called " OBOs " for Objecting Beneficial Owners); and (ii) those who do not object (called " NOBOs " for Non-Objecting Beneficial Owners).

In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (" NI 54-101 "), the Corporation has elected to send copies of the proxy-related materials, including a voting instruction form (" VIF ") directly to the NOBOs in connection with the Meeting. With respect to OBOs, in accordance with applicable securities law requirements, the Corporation has distributed copies of the Meeting materials to the clearing agencies and Intermediaries for distribution to OBOs. The Corporation will not pay for Intermediaries to deliver the Meeting materials and Form 54-101F7 - Request for Voting Instructions Made by Intermediary to OBOs. As a result, OBOs may not receive the Meeting materials.

Intermediaries are required to forward the Meeting materials to Non-Registered Shareholders unless a Non-Registered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Meeting materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting materials will either:

• (a) be given a VIF which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service corporation , will constitute voting instructions which the Intermediary must follow; or

• (b) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non-

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Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with the Corporation , c/o TSX Trust , 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1 .

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of their Common Shares which they beneficially own. Should a Non-Registered Shareholder who receives one of the above forms wish to vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the persons named in the form of proxy and insert their own name or such other person's name in the blank space provided. Non-Registered Shareholders should carefully follow the instructions of their Intermediary , including those regarding when and where the proxy or VIF is to be delivered .

A Non-Registered Shareholder may revoke a VIF or a waiver of the right to receive Meeting materials and to vote which has been given to an Intermediary at any time by written notice to the Intermediary provided that an Intermediary is not required to act on a revocation of a VIF or of a waiver of the right to receive Meeting materials and to vote which is not received by the Intermediary at least 7 days prior to the Meeting.

The Corporation is not delivering the Meeting materials to shareholders using "notice-and-access" as defined under NI 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer .

Revocation of Proxy

In addition to revocation in any other manner permitted by law, a shareholder, their attorney authorized in writing or, if the shareholder is a corporation, a company under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of the Corporation, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting. Only registered shareholders have the right to revoke a proxy.

INFORMATION CONCERNING THE CORPORATION

Voting Shares and Principal Holders thereof

As at the date of this Circular, 71,523,066 Common Shares are issued and outstanding, with each share carrying the right to one vote on a ballot at the Meeting. The Corporation has set the close of business on October 25, 2021 as the record date to determine the shareholders entitled to attended and vote their Common Shares at the Meeting. Any transferee acquiring Common Shares after the record date may, on proof of ownership of Common Shares, demand not later than 10 days before the Meeting that such transferee's name be included in the list of persons entitled to attend and vote at the Meeting. In accordance with the by-laws, a quorum for the transaction of business at the Meeting is one shareholder present or represented by proxy.

To the knowledge of the directors and executive officers of the Corporation, as of the date of this Circular, no person or company beneficially holds, controls, or directs, directly or indirectly, voting securities of the Corporation carrying 10% or more of the voting rights attached to any class of voting securities of the Corporation, except as disclosed below:

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Name of Registered Shareholder	Number of Common Shares Beneficially Owned,or over which Control or Direction in Exercised,Directly or Indirectly	Percentage of Securities
Brock Murray Head of Global Development and Director	18,250,000(1)	25.5%
Pheak Meas Head of UX and Design and Director	18,250,000(1)	25.5%

Note :

• (1) Beneficially owned and controlled.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than the election of directors or the appointment of auditors, no person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation's last financial year, no proposed nominee for election as a director of the Corporation and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting, except that the directors and executive officers of the Corporation may have an interest in the resolutions regarding the annual approval of the Stock Option Plan and Restricted Share Unit Plan (as defined and described under " Particulars of Matters to be Acted Upon at Meeting – Stock Option Plan " and " Restricted Share Unit Plan ", as such persons are eligible to participate in such equity compensation plans.

PARTICULARS OF MATTERS TO BE ACTED UPON AT MEETING

To the knowledge of the board of directors, the only matters to be dealt with at the Meeting are those matters set forth in the accompanying Notice of Annual General and Special Meeting as follows: (i) to fix the number of directors of the Corporation to be elected at the Meeting at five members; (ii) to elect directors until the next annual meeting of shareholders or until their successors are elected or appointed pursuant to the Articles of the Corporation; (iii) annual approval of the Corporation's stock option plan; (iv) annual approval of the Corporation's Restricted Share Unit Plan; (v) appointing auditors for the ensuing year; and (vi) to transact such other business as may property be brought before the Meeting or any adjournment thereof.

Financial Statements and Auditors ' Report

The audited consolidated financial statements of the Corporation (the " Financial Statements ") for the year ended December 31, 2020 and the auditors' report thereon will be tabled before the shareholders at the Meeting. The audited consolidated financial statements have been approved by the Audit Committee and the board of directors. The Financial Statements can also be found under the Corporation's profile on SEDAR at www.sedar.com. No vote by the shareholders is required to be taken at the Meeting with respect to the Financial Statements.

I. ELECTION OF DIRECTORS

Fix Number of Directors

A motion will be tabled at the Meeting to fix the number of directors to be elected at five. To become effective, the foregoing resolution must be passed, with or without amendment, by the affirmative vote

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of at least a simple majority of the votes cast by the shareholders at the Meeting. Notwithstanding the foregoing appointment and as per the Articles of the Corporation, the directors may, between annual meetings, appoint one or more additional directors of the Corporation to serve until the close of the next annual meeting of shareholders provided that the total number of additional directors shall not at any time exceed 1/3 of the number of directors elected at the Meeting.

Election of Directors

At the Meeting, a motion will be made to elect five proposed nominees as directors of the Corporation until the next annual meeting or until their successors are elected or appointed pursuant to the Articles of the Corporation, and the shareholders will be asked to vote on the election of each nominee individually. To become effective, the resolutions electing each director individually must be passed, with or without amendment, by the affirmative vote of at least a simple majority of the votes cast by the shareholders at the Meeting.

Director Nominee Information

The following table sets forth, in respect of each proposed nominee for election as a director of the Corporation, certain information as of the date of this Circular. The information set forth in the following table is based upon information furnished by the respective nominees and by the Corporation.

Name,Municipality of Residence, Position(s) with the Corporation,Date of Appointment as Director	Principal Occupation	Common Shares Beneficially Owned or Controlled	Stock Options Held(3)	Restricted Share Units Held(4)
Gord Breese(5) Vancouver, Alberta, Canada Chief Executive Officer Director January 6, 2020	Mr. Breese is a full-time employee of the Corporation. Mr. Breese dedicates 100% of his professional time to the affairs of the Corporation. Mr. Breese is an executive with more than 20 years of leadership at high growth tech firms including ServiceMax, SAP, Business Objects, Apple and Oracle. He was on the leadership team that took Pivotal Software public and played a key role in expanding Crystal Decisions / Business Objects’ global footprint, prior to its acquisition by SAP. Mr. Breese co-founded SignalHill, a SaaS start-up serving the North American telecom industry. He has served on the boards and as an advisor for several SaaS businesses including Charli AI, Clariri, ScopeMedia and FinCAD. He holds a B. Comm Honours Degree.	270,000	Nil	Nil
Brian Craig(1) (2) (6) Calgary, Alberta, Canada Director May 30, 2018	Brian Craig is a former CEO of Solium Capital Inc. ("Solium"), and was instrumental in transforming Solium into a corporation with over $86 million USD in 2017 revenue. Solium was acquired by Morgan Stanley on May 1, 2019. Prior to joining Solium full-time, Mr. Craig founded and was President and CEO of Stormworks Ltd., a privately held e-business services Corporation that was acquired by Solium in 2002. Mr. Craig invests in many early-stage companies, including energy and technology start-ups. Mr. Craig has gained board and audit committee experience at several public andprivatelyheld companies. Mr. Craig	2,855,645	Nil	175,000

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	dedicates approximately 10% of his professional time to the affairs of the Corporation. Mr. Craig is a member of the Corporation's Audit Committee and is Chair of the Compensation and Governance Committee.
Brock Murray Calgary, Alberta, Canada Head of Global Development Director August 17, 2017	Brock Murray is a co-founder of the Corporation and leads the team in sales and marketing strategy, sets the overall vision for the Corporation and contributes significantly to the roadmap. Mr. Murray is a full-time employee of the Corporation and is the Head of Global Development. Mr. Murray has been involved full time with the business of the Corporation since it was founded (as JOI Media) in 2008 and dedicates 100% of his professional time to the affairs of the Corporation. Mr. Murray gained experience in capital markets as an institutional equity-research analyst prior to founding Katipult. Mr. Murray has actively contributed to the crowdfunding space since 2009 and was a member of the board for the National Crowdfunding Association of Canada. Mr. Murray received a Bachelor of Commerce (Finance) degree from the University of Calgary Haskayne School of Business in 2007. In addition to his degree, Mr. Murray also has formal education in investment and securities from the Canadian Securities Institute and earned CFA Level 1 in the Chartered Financial Analyst (CFA) Program.	18,250,000	Nil	Nil
Pheak Meas Calgary, Alberta, Canada Head of UX and Design Director August 17, 2017	Co-founder, Pheak Meas, is responsible for much of the overall operations, the customer experience and bringing the developed platform to the market. Mr. Meas is also the UX and UI creative design talent. Mr. Meas has 15 years of experience in UX and UI design; his past experience was garnered as one of the first employees as well as the Lead Interface Designer at ICOM Productions Inc., an eLearning Corporation that creates tailor-made learning solutions that now has over 100 employees. Mr. Meas is a full-time employee of the Corporation. Mr. Meas has been involved full time with the business of the Corporation since it was founded (as JOI Media) in 2008 and dedicates 100% of his professional time to the affairs of the Corporation.	18,250,000	Nil	Nil
George Reznik Vancouver, B.C., Canada Proposed New Director	Chief Financial Officer of Tantalus since September 2020. Chief Financial Officer and Corporate Secretary of Intrinsyc Technologies Corporation from May 2019 to January 2020. Prior thereto, Partner at Deloitte LLP.	Nil	Nil	Nil

Notes :

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• (1) Member of the Audit Committee.

• (2) Member of the Compensation and Governance Committee.

• (3) Stock Options entitle the holder to purchase one Common Share per Stock Option. For more information on the Stock Options, see "Statement of Executive Compensation".

• (4) Restricted Share Units entitle the holder to acquire one Common Share per Restricted Share Unit. For more information on the Restricted Share Units, see "Statement of Executive Compensation".

• (5) As part of his compensation for his employment commencing on January 6, 2020, Mr. Breese was granted options over 3,500,000 Common Shares as at December 31, 2019 at an exercise price of $0.20 and vesting over 4 years. These options were granted from existing shares in the Corporation by the Corporation’s two Co-Founders, Brock Murray and Pheak Meas, equally. On June 30, 2021 Mr. Breese exercised 250,000 of these options.

• (6) Mr. Craig is the holder of $1,000,000 of convertible debentures issued by the Corporation which can be converted into Common Shares at the election of debenture holders at any time at a conversion price of $0.51.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as set forth below, to the best of the knowledge of management of the Corporation, no proposed nominee for election as a director of the Corporation:

• a. is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that,

• i. was subject to an order (as defined below) that was issued while that person was acting in the capacity as director, chief executive officer or chief financial officer; or

• ii. was subject to an order that was issued after that person ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or

• b. is, as at the date of this Circular, or has been within 10 years before the date of this Circular, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

• c. has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that person; or

• d. has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

• e. has been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

For the purposes of (a) above, "order" means: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant corporation access to any exemption under securities legislation; that was in effect for a period of more than 30 consecutive days.

II. Appointment of Auditors

At the Meeting, a motion will be tabled to appoint RSM Alberta LLP, Chartered Accountants, Calgary, Alberta, as the auditors of the Corporation until the next annual meeting of the shareholders, and to authorize the directors of the Corporation to fix the auditors' remuneration.

Unless otherwise directed, the person named in the enclosed from of proxy intend to vote in favour of the ordinary resolution appointing RSM Alberta LLP, as auditors for the Corporation for the next ensuing

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year, to hold office until the close of the next annual meeting of shareholders or until they are removed from office or resign and authorizing the board of directors to fix the compensation of the auditors.

III. Approval of Stock Option Plan

The Corporation's current stock option plan was approved by the board of directors on August 18, 2017. At the Meeting, shareholders will be asked to approve the Option Plan. Pursuant to the policies of the TSX Venture Exchange (" TSXV "), the Option Plan must be approved by shareholders on an annual basis. A copy of the Option Plan is attached as Schedule "A".

The purpose of the Option Plan is to ensure that the Corporation is able to provide an incentive program for directors, officers, employees and persons providing services to the Corporation (each, an " Optionee ") that provides enough flexibility in the structuring of incentive benefits to allow the Corporation to remain competitive in the recruitment and maintenance of key personnel.

The Option Plan is administered by the board of directors, which shall, without limitation, have full and final authority in its discretion, but subject to the express provisions of the Option Plan, to interpret the Option Plan, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations deemed necessary or advisable for the administration of the Option Plan, subject to any necessary shareholder or regulatory approval. The Board may delegate any or all of its authority with respect to the administration of the Option Plan. The Board shall determine to whom options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted and vested, and the number of Common Shares to be subject to each option.

The summary below of the material terms of the Option Plan is qualified in its entirety by the full text of the Option Plan, a copy of which is attached as Schedule "A":

• (a) stock options may be issued to directors, senior officers, employees, consultants, affiliates or subsidiaries or to employees of companies providing management or administrative services to the Corporation;

• (b) the board of directors (or any committee delegated by the board of directors) in its sole discretion will determine the number of options to be granted to any Optionee, the Optionees to receive the options, and term of expiry which will not exceed 10 years from the date the option is granted;

• (c) the options will be non-assignable except that they will be exercisable by the personal representative of the option holder in the event of the option holder's death;

• (d) the number of Common Shares reserved for issuance to any one person pursuant to options granted under the Option Plan or otherwise, shall not exceed the maximum percentage of the issued and outstanding Common Shares at the time of granting of the options, if any, as may be prescribed by the policies of the TSXV;

• (e) the aggregate number of Common Shares which may be subject to issuance pursuant to options granted under Option Plan shall not exceed the equivalent of 10% of the total issued and outstanding Common Shares at the time of grant;

• (f) the exercise price of an option granted under the Option Plan shall not be less than the Discounted Market Price (as defined in the Option Plan);

• (g) if an Optionee ceases to be a director, officer, consultant or employee for any reason other than death, his option shall terminate as specified by the board of directors at the time of granting the option and all rights to purchase shares under such option shall cease and expire and be of no further force or effect. All options must terminate within 90 days of the date of such cessation, 30 days if the Optionee was engaged in Investor Relations Activities. Notwithstanding the foregoing, the board of directors of the Corporation may, extend the 90-day termination date to

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a later date within a reasonable period not exceeding one year in accordance with the policies of the TSXV;

• (h) the board of directors may, subject to any required regulatory approval but without shareholder approval, make amendments to an option or the Option Plan which include, but are not limited to:

• (i) change the vesting provisions of an option or the Option Plan,

• (ii) change the termination provisions of an option or the Option Plan, provided there is no extension beyond the original expiry date, or

• (iii) make other amendments of a "housekeeping" or non-material nature with requisite regulatory approval.

• (i) Notwithstanding the foregoing, the approval of the shareholders of the Corporation shall be required for any of the following amendments to an option or the Option Plan:

• (i) the limitations on grants of options to insiders and the number of shares that may be reserved for issuance to insiders,

• (ii) the maximum number or percentage of outstanding shares that may be reserved for issuance upon exercise of options under the Option Plan,

• (iii) any amendment which would permit options granted under the Option Plan to be transferable, other than for estate settlement purposes, or

• (iv) any amendment to the amendment provisions already voted upon by shareholders.

Subject to the above paragraph, with the consent of the affected Optionees, the board of directors may amend or modify any outstanding option in any manner to the extent that the board of directors would have had the authority to initially grant such award as so modified or amended, including without limitation, to change the date or dates as of which an option becomes exercisable, subject to the prior approval of the relevant stock exchanges, if required for such amendment or modification. Any reductions in the exercise price or extension of the term of options granted to insiders will require approval of the shareholders of the Corporation excluding votes of securities held by the insiders benefiting from such amendment;

• (j) if the Common Shares are listed on the TSXV, options shall not be granted under the Option Plan or securities be made issuable under any other share compensation arrangement which could result in:

• (i) the number of Common Shares issuable to any one Optionee exceeding 5% of the total number of issued and outstanding Common Shares on the date of grant (the " Grant Date ") on a non-diluted basis, unless the Corporation and has obtained disinterested shareholder approval;

• (ii) to Insiders as a group exceeding 10% of the total number of issued and outstanding Common Shares on the Grant Date on a non-diluted basis;

• (iii) to any one Consultant exceeding 1% of the total number of issued and outstanding Common Shares on the Grant Date on a non-diluted basis;

• (iv) all Eligible Persons who undertake Investor Relations Activities holding in excess of 2% in the aggregate of the total number of issued and outstanding Common Shares on the Grant Date on a non-diluted basis; and

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• (v) Common Share issuable pursuant to RSUs, combined with potential Common Shares arising from the exercise of outstanding stock options under the Option Plan exceeding 10% of the issued and outstanding shares at the time of such grant;

• (k) shares will not be issued unless fully paid and options granted will be fully vested on the date of grant; options granted to consultants providing investor relations services will be subject to vesting provisions as per the policies of the Exchange, if applicable;

• (l) every option granted under the Option Plan shall be evidenced by a written agreement between the Corporation and the Optionee;

• (m) any consolidation or subdivision of Common Shares will be reflected in an adjustment to the Options; and

• (n) any reduction in exercise price of options granted to the Corporation's insiders will be subject to approval of disinterested shareholders of the Corporation.

The Corporation does not provide any financial assistance to participants in order to facilitate the purchase of Common Shares under the Option Plan. As at the date of this Circular, there were options outstanding under the Option Plan to acquire 3,462,500 Common Shares, representing approximately 4.8% of the Corporation's current issued and outstanding Common Shares.

A copy of the Option Plan may be inspected at the head office of the Corporation, 340-318 11 Ave SE, Calgary, AB T2G 0Y2 during normal business hours from the date of this Circular to the day of the Meeting and at the Meeting. In addition, a copy of the Option Plan will be mailed, free of charge, to any holder of Common Shares who requests a copy, in writing, from the Corporation. Any such requests should be mailed to the Corporation, at its head office.

The policies of the TSXV require that rolling plans be approved by shareholders on a yearly basis. Accordingly, shareholders are being asked to pass an ordinary resolution to ratify and confirm the Option Plan as adopted by the board of directors which permits the issuance of up to 10% of the issued and outstanding Common Shares from time to time. To be effective, the resolution must be passed by a simple majority of the votes cast thereon by shareholders present in person or by proxy at the Meeting. If the resolution to approve the Option Plan is not approved by shareholders, all unallocated stock options will be cancelled, and the Corporation will not be permitted to make any further grants until Shareholder approval is obtained.

The following ordinary resolution approving the Option Plan will be tabled at the Meeting:

" BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT :

1. the stock option plan (“ Option Plan ”) of the Corporation, as adopted by the board of directors, and as described in the Corporation's Information Circular dated October 26, 2021, be and is hereby approved and ratified, and the Corporation be and is hereby authorized to reserve for issuance pursuant to the Option Plan up to 10% of the issued and outstanding common shares of the Corporation from time to time;

2. the board of directors be and is hereby authorized on behalf of the Corporation to make any amendments to the Option Plan as may be required by regulatory authorities or otherwise made necessary by applicable legislation, without further approval of the shareholders of the Corporation, in order to ensure the adoption and efficient function of the Option Plan; and

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

4. 11 -

resolutions, and to complete all transactions in connection with the implementation of the Option Plan."

The board of directors believes that approval of the foregoing ordinary resolution to approve the Option Plan is in the best interests of the Corporation and recommends that shareholders vote IN FAVOUR of the resolution. In the absence of contrary instruction , the person(s) designated by management of the Corporation in the enclosed form of proxy intends to vote IN FAVOUR of the approval of the Option Plan .

IV. Approval of Restricted Share Unit Plan

The Corporation's restricted share unit plan (the " RSU Plan ") was approved by the board of directors effective on October 25, 2018 and, pursuant to the policies of the TSXV, must be approved by the Corporation's shareholders on an annual basis.

The purpose of the RSU Plan is to ensure that the Corporation is to able to provide an incentive program for directors, officers, employees and persons providing services to the Corporation that provides enough flexibility in the structuring of incentive benefits to allow the Corporation to remain competitive in the recruitment and maintenance of key personnel.

The RSU Plan is administered by the board of directors, which shall, without limitation, have full and final authority in its discretion, but subject to the express provisions of the RSU Plan, to interpret the RSU Plan, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations deemed necessary or advisable for the administration of the RSU Plan, subject to any necessary shareholder or regulatory approval. The board of directors may delegate any or all of its authority with respect to the administration of the RSU Plan to any committee delegated by the board of directors. The board of directors shall determine to whom RSUs shall be granted, the number of RSUs under each grant and the time or times at which the RSUs shall be vested.

The following table summarizes the material terms of the RSU Plan and is qualified in its entirety by the RSU Plan, a copy of which is attached as Schedule “B”.

Eligible Participants	Any director, officer, employee or consultant of the Corporation or any subsidiary of the Corporation who is eligible to receive RSU.
Types of Awards	RSUs
Number of Securities Issued and Issuable	Subject to adjustment in the event of a reorganization, recapitalization, stock split or redivision, reduction, combination or consolidation, stock dividend, combination of shares, merger, consolidation, rights offering or any other change in the corporate structure or shares of the Corporation, the aggregate number of Common Shares to be reserved and set aside for issue upon the exercise or redemption and settlement for all RSUs granted shall be fixed at 1,000,000 Common Shares provided that the number of RSUs granted to any one individual shall be limited to 1% of the total number of Common Shares outstanding at the time of any such grant and the total number of RSUs granted in any 12 month period shall be limited to 2% of the number of Common Shares outstanding.

• 12 -

	- 12 -
Plan Limits	When combined with all of the Corporation's other previously established security- based compensation arrangements, including the limitation imposed on the maximum number of Common Shares which may be issued pursuant to the exercise of options under the Option Plan, the RSU Plan shall not result in the grant of an Award: • to any one person in any 12 month period which could, when exercised, result in the issuance of shares exceeding five percent (5%) of the issued and outstanding Common Shares on a non-dilutive basis, calculated at the date of grant, unless the Corporation has obtained the requisite disinterested shareholder approval to the grant; • to any one consultant in any 12 month period which could, when exercised, result in the issuance of shares exceeding 2% of the issued and outstanding Common Shares on a non-dilutive basis, calculated at the date of grant; or
	• in any 12 month period, to persons employed or engaged by the Company to perform investor relations activities which could, when exercised, result in the issuance of shares exceeding, in aggregate, 2% of the issued and outstanding Common Shares on a non-dilutive basis, calculated at the date of grant; or • to insiders as a group that will result in the issuance of shares at any time exceeding 10% of the issued and outstanding Common Shares on a non- diluted basis, calculated at the date of grant; or • to any one individual which exceeds 1% of the total number of Common Shares outstanding at the time of any such grant or 2% of the number of Common Shares outstandingin any12 monthperiod.
Definition of Market Price	"Market Price" means the weighted average price of the Common Shares on the TSXV (or, if the Common Shares are not then listed and posted for trading on the TSXV, on such stock exchange in Canada on which such shares are listed and posted for trading as may be selected for such purpose by the Board) for the five trading days immediately preceding the vesting date, subject to a minimum price of$0.05
Assignability	An RSU may not be assigned, transferred, charged, pledged or otherwise alienated, other than to aparticipant'spersonal representatives.
Amending Procedures	The board of directors may at any time or from time to time, in its sole and absolute discretion and without shareholder approval, amend, suspend, terminate or discontinue the RSU Plan and may amend the terms and conditions of any RSUs granted thereunder, provided that no amendment may materially and adversely affect any Award previously granted to a participant without the consent of the participant. Notwithstanding the foregoing, shareholder approval shall be required for: • extending the date on which a RSU will be forfeited or terminated in accordance with its terms, other than in accordance with the RSU Plan; • increasing the maximum number of Common Shares reserved for issuance under the RSU Plan; • revising the participation limits; • revising the RSU Plan to permit RSU to be transferable or assignable other than for estate settlement purposes; • amending to the definition of "Eligible Person" that may permit the introduction or reintroduction of non-executive directors on a discretionary basis;or

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Financial Assistance

The Corporation will not provide financial assistance to participants under the RSU Plan.

Other

In the event of a change in control, the board of directors shall have the right, but not the obligation, to permit each participant to exercise all of the participant's to settle all of the participant's outstanding RSUs, subject to any required approval of the TSXV and subject to completion of the change in control, and has the discretion to accelerate vesting. The RSU Plan further provides that if the expiry date or vesting date of RSUs is (i) during a blackout period, or (ii) within ten trading days following the end of a blackout period, the expiry date or vesting date, as applicable, will be automatically extended for a period of ten trading days following the end of the blackout period, subject to certain requirements of the TSXV,as set out in the RSU Plan.

Description of RSUs	Description of RSUs	Description of RSUs
RSU Terms	An RSU is a notional security that entitles the recipient to receive shares at the end of a vesting period. The terms applicable to RSUs under the RSU Plan (including the vesting schedule and whether dividend equivalents will be credited to a participant's RSU account) are determined by the board of directors at the time of thegrant.
Credit to RSU Account	As dividends are declared, additional RSUs may be credited to RSU holders in an amount equal to the greatest whole number which may be obtained by dividing (i) the value of such dividend or distribution on the record date established therefore by (ii)the Market Price of one share on such record date.
Vesting	RSUs vest upon lapse of the applicable restricted period. Unless otherwise determined by the board of directors, or unless otherwise specified in the "Eligible Person's" service agreement or RSU award agreement, each RSU shall vest and shall be settled as follows: • 50% of the RSUs on the second anniversary of the date of grant; • 25% of the RSUs on the third anniversary of the date of grant; and • 25% of the RSUs on the fourth anniversaryof the date ofgrant.
Settlement	On settlement, the Corporation shall, for each vested RSU being settled, deliver to the participant one Common Share with a deemed value of the Market Price of one Common Share as of the RSU vestingdate.
Circumstances Involving Cessation of Entitlement to Participate	Reason for	Treatment of Awards
	Termination
	Death	All outstanding RSUs shall vest as of the date of death and be available for settlement.
	Retirement	All outstanding RSUs shall vest as of the date of retirement and be available for settlement.
	Disability	All outstanding RSUs shall vest as of the date of disability and be available for settlement.
	Resignation	Outstanding RSUs that were vested on or before the date of resignation shall be available for settlement as of the date of resignation, after which time all remaining RSUs shall in all respects terminate.
	Termination without Cause I Constructive Dismissal (No Change in Control)	Outstanding RSUs that were vested on or before the termination date shall be available for settlement as of the termination date. Outstanding RSUs that would have vested on the next vesting date following the termination date shall be available for settlement as of such vesting date. Subject to the foregoing, any remaining RSUs shall in all respects terminate as of the termination date.

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	Change in Control	RSUs vest immediately prior to change in control.
	Termination with Cause	Outstanding RSUs (whether vested or unvested) shall automatically terminate on the termination date and be forfeited.

Any Common Shares subject to an RSU which for any reason expires without having been exercised or forfeited or terminated shall again be available for future grants under the RSU Plan. As at the date of this Circular, there were no rights outstanding under the RSU Plan to acquire Common Shares.

A copy of the RSU Plan may be inspected at the head office of the Corporation, 340-318 11 Ave SE, Calgary, AB T2G 0Y2 during normal business hours from the date of this Circular to the day of the Meeting and at the Meeting. In addition, a copy of the RSU Plan will be mailed, free of charge, to any holder of Common Shares who requests a copy, in writing, from the Corporation. Any such requests should be mailed to the Corporation, at its head office.

The policies of the TSXV require that rolling equity compensation plans be approved by shareholders on an annual basis. Accordingly, shareholders are being asked to pass an ordinary resolution to ratify and confirm the RSU Plan. To be effective, the resolution must be passed by a simple majority of the votes cast thereon by shareholders present in person or by proxy at the Meeting. If the resolution to approve the RSU Plan is not approved by shareholders, all unallocated RSUs will be cancelled, and the Corporation will not be permitted to make any further grants until shareholder approval is obtained.

Pursuant to the policies of the TSXV, the RSU Plan is required to be approved by a majority of votes cast by disinterested Shareholders entitled to vote in person or by proxy at the Meeting. Accordingly, the Corporation will seek disinterested Shareholder approval of the RSU Plan at the Meeting. Under the policies of the TSXV, "disinterested Shareholders" are Shareholders other than (a) insiders, including directors and senior officers of the Corporation, to whom RSUs may be granted under the RSU Plan; and (b) Associates (as such term is defined under TSXV policies) of any such insiders.

The following ordinary resolution approving the RSU Plan will be tabled at the Meeting:

" BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT :

1. the restricted share unit plan (“ RSU Plan ”) of the Corporation, as adopted by the board of directors, and as described in the Corporation's Information Circular dated October 26, 2021, be and is hereby approved and ratified;

2. the board of directors be and is hereby authorized on behalf of the Corporation to make any amendments to the RSU Plan as may be required by regulatory authorities or otherwise made necessary by applicable legislation, without further approval of the shareholders of the Corporation, in order to ensure the adoption and efficient function of the RSU Plan; and

3. any one director or officer of the Corporation be and is hereby authorized and directed to do such things and to execute and deliver all such instruments, deeds and documents, and any amendments thereto, as may be necessary or advisable in order to give effect to the foregoing resolutions, and to complete all transactions in connection with the implementation of the RSU Plan."

The board of directors believes the passing of the foregoing ordinary resolution to approve the RSU Plan is in the best interests of the Corporation and recommends that shareholders vote IN FAVOUR of the resolution. In the absence of contrary instruction , the person(s) designated by management of the Corporation in the enclosed form of proxy intends to vote IN FAVOUR of the approval of the RSU Plan .

STATEMENT OF EXECUTIVE COMPENSATION

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For the purposes hereof, a named executive officer (" NEO ") of the Corporation means each of the following individuals:

• (a) the Chief Executive Officer (" CEO ") of the Corporation;

• (b) the Chief Financial Officer (" CFO ") of the Corporation;

• (c) each of the three most highly compensated Executive Officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000. "Executive Officer" means the chairman, and any vicechairman, president, secretary or any vice-president and any officer of the Corporation or a subsidiary who performs a policymaking function in respect of the Corporation; and

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

For the financial year ended December 31, 2020, each of Gord Breese, President and CEO, Brock Murray, former President and CEO, and Karim Teja, CFO, is an NEO for purposes of this disclosure.

The following table sets forth, for the years ended December 31, 2020 and 2019 all compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Corporation, or a subsidiary of the Corporation, to each NEO and director, in any capacity.

		SUMMARY OF	NEO AND DIRECTOR COMPENSATION TABLE	NEO AND DIRECTOR COMPENSATION TABLE	NEO AND DIRECTOR COMPENSATION TABLE	NEO AND DIRECTOR COMPENSATION TABLE
Name and Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)(1)(2)	Value of all other compensation ($)(3)	Total compensation ($)
Gord Breese, President, CEO and Director(4)	2020 2019	195,513 nil	nil nil	nil nil	nil nil	nil nil	195,513 nil
Brock Murray(5) Director and Head of Global Marketing	2020 2019	108,000 108,000	nil nil	nil nil	nil nil	nil nil	108,000 108,000
Karim Teja(6) CFO	2020 2019	29,000 24,000	nil nil	nil nil	nil nil	(23,614) 112,977	5,386 136,977
Pheak Meas(7) Director and Head of UX and Development	2020 2019	108,000 108,000	nil nil	nil nil	nil nil	nil nil	108,000 108,000
Jeff Dawson(8) Director	2020 2019	nil nil	nil nil	nil nil	nil nil	43,421 62,479	43,421 62,479
David Jaques(9) Director	2020 2019	n/a nil	n/a nil	n/a nil	n/a nil	n/a nil	n/a nil
Paul Sun(10) Director	2020 2019	n/a nil	n/a nil	n/a nil	n/a nil	n/a nil	n/a nil

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		SUMMARY OF	NEO AND DIRECTOR COMPENSATION TABLE	NEO AND DIRECTOR COMPENSATION TABLE	NEO AND DIRECTOR COMPENSATION TABLE	NEO AND DIRECTOR COMPENSATION TABLE
Name and Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)(1)(2)	Value of all other compensation ($)(3)	Total compensation ($)
Marcus Shapiro(11) Director	2020 2019	nil nil	nil nil	nil nil	nil nil	42,598 62,479	42,598 62,479
Brian Craig(12) Director	2020 2019	nil nil	nil nil	nil nil	nil nil	23,339 47,870	23,339 47,870

Notes :

• (1) Includes perquisites provided to an NEO or director that are not generally available to all employees. An item is generally a perquisite if it is not integrally and directly related to the performance of the director's or NEO's duties. If something is necessary for a person to do his or her job, it is integrally and directly related to the job and is not a perquisite, even if it also provides some amount of personal benefit. For the purposes of the table, perquisites are valued on the basis of the aggregate incremental cost to the Corporation and its subsidiaries.

• (2) NEOs and directors whose total salary for the applicable financial year was $150,000 or less did not receive perquisites that, in aggregate, were greater than $15,000. NEOs and directors whose total salary for the applicable financial year was greater than $150,000 but less than $500,000 did not receive perquisites that, in aggregate, were greater than 10% of the NEO's or director's salary for the applicable financial year.

• (3) “All Other Compensation” is related to “Stock Based Payments”. RSUs are recognized on the grant date based on the value of the share price on date granted. Stock options are valued using Black Scholes and recognized on a monthly allocation basis over the vesting period. Please refer to "Stock Option, Restricted Share Units, and Other Compensation Securities" below for further information.

• (4) Mr. Breese does not receive any compensation in his capacity as a director. Mr. Breese was appointed as the President, CEO and a director of the Corporation on January 6, 2020.

• (5) Mr. Murray does not receive any compensation in his capacity as a director. Mr. Murray was appointed as a director on August 17, 2017. On January 6, 2020, Mr. Murray stepped down as President and CEO and assumed the role of Head of Global Development.

• (6) Mr. Teja was appointed as CFO on January 24, 2018 and is paid as a subcontractor through his consulting company, Red to Black Inc. (“ RTB ”). His base compensation for CFO services averaged $2,416 per month during 2020 (with such services averaging $2,000 per month in 2019) and bookkeeping and accounting services averaging $7,500 per month were billed by RTB in 2020 (with such services averaging $7,500 per month in 2019). RTB has a fixed fee contract of $12,000 per month to provide bookkeeping, controller and CFO services. The amount allocated to each of these activities is based on the percentage of time spent on each month. RTB has estimated that $2,500 per month of the fixed fee should be allocated to CFO services as shown on the invoices. RTB was granted 500,000 stock options on June 21, 2018. On December 1, 2020, 400,000 of these stock options were voluntarily forfeited, resulting in a negative result for "Value of all other compensation" for Mr. Teja for 2020.

• (7) Mr. Meas does not receive any compensation in his capacity as a director. Mr. Meas was appointed as a director on August 17, 2017.

• (8) Mr. Dawson was appointed as a director of the Corporation on August 17, 2017. On September 25, 2019, Mr. Dawson was granted 450,000 stock options, 337,500 of which were voluntarily forfeited on December 1, 2020. Mr. Dawson is not standing for re-election at the Meeting.

• (9) Mr. Jaques was appointed as a director on August 17, 2017 and ceased to be a director on August 12, 2019.

• (10) Mr. Sun was appointed as a director on August 17, 2017 and ceased to be a director on August 12, 2019.

• (11) Mr. Shapiro was appointed as a director on August 17, 2017. On June 18, 2021, the Corporation announced the resignation

• 17 -

of Mr. Shapiro effective June 30, 2021. On September 25, 2019, Mr. Shapiro was granted 450,000 stock options, 337,500 of which were voluntarily forfeited on December 1, 2020.

• (12) Mr. Craig was appointed as a director on May 30, 2018. On September 25, 2019, Mr. Craig was granted 450,000 stock options, all of which were voluntarily forfeited on December 1, 2020.

Stock Options , Restricted Share Units , and Other Compensation Securities

The following table discloses all compensation securities granted or issued to each director and NEO by the Corporation or one of its subsidiaries in the year ended December 31, 2020 for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries.

Name and position	Type of compensation security(1)	Number of compensation securities, number of underlying securities, and percentage of class(2) (3)	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Gord Breese President, CEO and Director	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Brock Murray Director and Head of Global Marketing	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Karim Teja CFO	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Pheak Meas Director and Head of UX and Development	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Jeff Dawson Director	RSU	175,000	December 1,2020	n/a	$0.23	$0.25	n/a
Marcus Shapiro Director	RSU	143,750	December 1,2020	n/a	$0.23	$0.25	n/a
Brian Craig Director	RSU	175,000	December 1, 2020	n/a	$0.23	$0.25	n/a

Notes :

• (1) " Compensation Securities " includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Corporation or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries.

• (2) As of December 31, 2020, the NEOs and directors held the following number of stock options granted by the Corporation (" Options ") (each one Option being exercisable to acquire one Common Share upon vesting): Brock Murray – nil; Pheak Meas – nil; Jeff Dawson – 232,500; Marcus Shapiro – 262,500; Brian Craig – nil; Karim Teja – nil; Gord Breese – nil. The Common Shares issuable upon exercise of the outstanding Options held by the NEOs and directors represent less than 1% of the current issued and outstanding Common Shares. Please refer to the footnotes to the "Summary of NEO and Director Compensation Table" for a discussion of option cancellations.

• (3) As of December 31, 2020, the NEOs and directors held the following number of restricted share units (" RSUs ") (each one RSU representing the entitlement to receive one common share of the Corporation upon vesting): Brock Murray – nil; Pheak Meas – nil; Jeff Dawson – 175,000; Marcus Shapiro – 143,750; Brian Craig – 175,000; Karim Teja – nil; Gord Breese – nil. The Common Shares issuable upon vesting of the outstanding RSUs held by the NEOs and directors represent less than 1% of the current issued and outstanding Common Shares.

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(4) All outstanding RSUs vest on September 1, 2021.

The following table discloses details regarding each exercise of Compensation Securities by a director or NEO during the year ended December 31, 2020.

	Exercise and Vesting of Compensation Securities by Directors and NEOs(1)
Name and position	Type of compensation security	Number of underlying securities exercised or vested	Exercise price per security ($)	Date of Exercise or Vesting	Closing price per security on date of exercise or vesting ($)	Difference between exercise price and closing price on date of exercise or vesting ($)	Total value on exercise or vesting date ($)
Gord Breese President, CEO and Director	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Brock Murray Director and Head of Global Marketing	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Karim Teja CFO	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Pheak Meas Director and Head of UX and Development	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Jeff Dawson Director	RSUs	182,609	n/a	September 1,2020	$0.24	$0.24	$43,826
Marcus Shapiro Director	RSUs	182,609	n/a	September 1,2020	$0.24	$0.24	$43,826
Brian Craig Director	RSUs	150,000	n/a	September 1, 2020	$0.24	$0.24	$36,000

(1) For the purposes of the disclosure in this table, references to "vested" or "vesting" refer to RSUs only.

External Management Companies

Except as otherwise described herein, none of the NEOs or directors of the Corporation have been retained or employed by an external management company which has entered into an understanding, arrangement or agreement with the Corporation to provide executive management services to the Corporation, director or indirectly.

Option Plans and Other Incentive Plans

Option Plan

The Corporation's current stock option plan (the " Option Plan ") was initially approved by the board of directors (the " Board ") on August 18, 2017. The Option plan was last approved by shareholders at the Corporation's annual general and special meeting held on October 16, 2020. The policies of the TSX Venture Exchange (the " TSXV ") require that the Option Plan be approved by shareholders on a yearly basis.

• 19 -

The purpose of the Option Plan is to ensure that the Corporation is able to provide an incentive program for directors, officers, employees and persons providing services to the Corporation (each, an " Optionee ") that provides enough flexibility in the structuring of incentive benefits to allow the Corporation to remain competitive in the recruitment and maintenance of key personnel.

The Option Plan is administered by the Board, which shall, without limitation, have full and final authority in its discretion, but subject to the express provisions of the Option Plan, to interpret the Option Plan, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations deemed necessary or advisable for the administration of the Option Plan, subject to any necessary shareholder or regulatory approval. The Board may delegate any or all of its authority with respect to the administration of the Option Plan. The Board shall determine to whom options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted and vested, and the number of Common Shares to be subject to each option. The following is a summary of the material terms of the Option Plan:

• (a) stock options may be issued to directors, senior officers, employees, consultants, affiliates or subsidiaries or to employees of companies providing management or administrative services to the Corporation;

• (b) the Board (or any committee delegated by the Board) in its sole discretion will determine the number of options to be granted to any Optionee, the Optionees to receive the options, and term of expiry which will not exceed 10 years from the date the option is granted;

• (c) the options will be non-assignable except that they will be exercisable by the personal representative of the option holder in the event of the option holder's death;

• (d) the number of Common Shares reserved for issuance to any one person pursuant to options granted under the Option Plan or otherwise, shall not exceed the maximum percentage of the issued and outstanding Common Shares at the time of granting of the options, if any, as may be prescribed by the policies of the TSXV;

• (e) the aggregate number of Common Shares which may be subject to issuance pursuant to options granted under Option Plan shall not exceed the equivalent of 10% of the total issued and outstanding Common Shares at the time of grant;

• (f) the exercise price of an option granted under the Option Plan shall not be less than the Discounted Market Price (as defined in the Option Plan);

• (g) if an Optionee ceases to be a director, officer, consultant or employee for any reason other than death, his option shall terminate as specified by the Board at the time of granting the option and all rights to purchase shares under such option shall cease and expire and be of no further force or effect. All options must terminate within 90 days of the date of such cessation, 30 days if the Optionee was engaged in Investor Relations Activities. Notwithstanding the foregoing, the Board may extend the 90-day termination date to a later date within a reasonable period not exceeding one year in accordance with the policies of the TSXV;

• (h) the Board may, subject to any required regulatory approval but without shareholder approval, make amendments to an option or the Option Plan which include, but are not limited to:

• (iv) change the vesting provisions of an option or the Option Plan,

• (v) change the termination provisions of an option or the Option Plan, provided there is no extension beyond the original expiry date, or

• (vi) make other amendments of a "housekeeping" or non-material nature with requisite regulatory approval.

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Notwithstanding the foregoing, the approval of the shareholders of the Corporation shall be required for any of the following amendments to an option or the Option Plan:

• (v) the limitations on grants of options to insiders and the number of shares that may be reserved for issuance to insiders,

• (vi) the maximum number or percentage of outstanding shares that may be reserved for issuance upon exercise of options under the Option Plan,

• (vii) any amendment which would permit options granted under the Option Plan to be transferable, other than for estate settlement purposes, or

• (viii) any amendment to the amendment provisions already voted upon by shareholders.

Subject to the above paragraph, with the consent of the affected Optionees, the Board may amend or modify any outstanding option in any manner to the extent that the Board would have had the authority to initially grant such award as so modified or amended, including without limitation, to change the date or dates as of which an option becomes exercisable, subject to the prior approval of the relevant stock exchanges, if required for such amendment or modification. Any reductions in the exercise price or extension of the term of options granted to insiders will require approval of the shareholders of the Corporation excluding votes of securities held by the insiders benefiting from such amendment;

• (i) if the Common Shares are listed on the TSXV, options shall not be granted under the Option Plan or securities be made issuable under any other share compensation arrangement which could result in:

• (vi) the number of Common Shares issuable to any one Optionee exceeding 5% of the total number of issued and outstanding Common Shares on the date of grant (the " Grant Date ") on a non-diluted basis, unless the Corporation and has obtained disinterested shareholder approval;

• (vii) to Insiders as a group exceeding 10% of the total number of issued and outstanding Common Shares on the Grant Date on a non-diluted basis;

• (viii) to any one Consultant exceeding 1% of the total number of issued and outstanding Common Shares on the Grant Date on a non-diluted basis;

• (ix) all Eligible Persons who undertake Investor Relations Activities holding in excess of 2% in the aggregate of the total number of issued and outstanding Common Shares on the Grant Date on a non-diluted basis; and

• (x) Common Share issuable pursuant to RSUs, combined with potential Common Shares arising from the exercise of outstanding stock options under the Option Plan exceeding 10% of the issued and outstanding shares at the time of such grant;

• (j) shares will not be issued unless fully paid and options granted will be fully vested on the date of grant; options granted to consultants providing investor relations services will be subject to vesting provisions as per the policies of the Exchange, if applicable;

• (k) every option granted under the Option Plan shall be evidenced by a written agreement between the Corporation and the Optionee;

• (l) any consolidation or subdivision of Common Shares will be reflected in an adjustment to the Options; and

• (m) any reduction in exercise price of options granted to the Corporation's insiders will be subject to approval of disinterested shareholders of the Corporation.

• 21 -

RSU Plan

The Corporation's restricted share unit plan (the " RSU Plan ") was approved by the Board effective October 25, 2018. The RSU Plan was last approved by shareholders at the Corporation's annual general and special meeting held on October 16, 2020. The policies of the TSXV require that the RSU Plan be approved by shareholders on a yearly basis.

The purpose of the RSU Plan is to ensure that the Corporation is able to provide an incentive program for directors, officers, employees and persons providing services to the Corporation that provides enough flexibility in the structuring of incentive benefits to allow the Corporation to remain competitive in the recruitment and maintenance of key personnel.

The RSU Plan is administered by the Board, which shall, without limitation, have full and final authority in its discretion, but subject to the express provisions of the RSU Plan, to interpret the RSU Plan, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations deemed necessary or advisable for the administration of the RSU Plan, subject to any necessary shareholder or regulatory approval. The Board may delegate any or all of its authority with respect to the administration of the RSU Plan to any committee delegated by the Board. The Board shall determine to whom RSUs shall be granted, the number of RSUs under each grant and the time or times at which the RSUs shall be vested. The following table summarizes the material terms of the RSU Plan:

Eligible Participants	Any director, officer, employee or consultant of the Corporation or any subsidiary of the Corporation who is eligible to receive RSU.
Types of Awards	RSUs
Number of Securities Issued and Issuable	Subject to adjustment in the event of a reorganization, recapitalization, stock split or redivision, reduction, combination or consolidation, stock dividend, combination of shares, merger, consolidation, rights offering or any other change in the corporate structure or shares of the Corporation, the aggregate number of Common Shares to be reserved and set aside for issue upon the exercise or redemption and settlement for all RSUs granted shall be fixed at 1,000,000 Common Shares provided that the number of RSUs granted to any one individual shall be limited to 1% of the total number of Common Shares outstanding at the time of any such grant and the total number of RSUs granted in any 12 month period shall be limited to 2% of the number of Common Shares outstanding.
Plan Limits	When combined with all of the Corporation's other previously established security- based compensation arrangements, including the limitation imposed on the maximum number of Common Shares which may be issued pursuant to the exercise of options under the Option Plan, the RSU Plan shall not result in the grant of an Award: • to any one person in any 12-month period which could, when exercised, result in the issuance of shares exceeding five percent (5%) of the issued and outstanding Common Shares on a non-dilutive basis, calculated at the date of grant, unless the Corporation has obtained the requisite disinterested shareholder approval to the grant; • to any one consultant in any 12-month period which could, when exercised, result in the issuance of shares exceeding 2% of the issued and outstanding Common Shares on a non-dilutive basis, calculated at the date of grant; or

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	- 22 -
	• in any 12-month period, to persons employed or engaged by the Company to perform investor relations activities which could, when exercised, result in the issuance of shares exceeding, in aggregate, 2% of the issued and outstanding Common Shares on a non-dilutive basis, calculated at the date of grant; or • to insiders as a group that will result in the issuance of shares at any time exceeding 10% of the issued and outstanding Common Shares on a non- diluted basis, calculated at the date of grant; or • to any one individual which exceeds 1% of the total number of Common Shares outstanding at the time of any such grant or 2% of the number of Common Shares outstandingin any12-monthperiod.
Definition of Market Price	"Market Price" means the weighted average price of the Common Shares on the TSXV (or, if the Common Shares are not then listed and posted for trading on the TSXV, on such stock exchange in Canada on which such shares are listed and posted for trading as may be selected for such purpose by the Board) for the five trading days immediately preceding the vesting date, subject to a minimum price of$0.05
Assignability	An RSU may not be assigned, transferred, charged, pledged or otherwise alienated, other than to aparticipant'spersonal representatives.
Amending Procedures	The Board may at any time or from time to time, in its sole and absolute discretion and without shareholder approval, amend, suspend, terminate or discontinue the RSU Plan and may amend the terms and conditions of any RSUs granted thereunder, provided that no amendment may materially and adversely affect any Award previously granted to a participant without the consent of the participant. Notwithstanding the foregoing, shareholder approval shall be required for: • extending the date on which a RSU will be forfeited or terminated in accordance with its terms, other than in accordance with the RSU Plan; • increasing the maximum number of Common Shares reserved for issuance under the RSU Plan; • revising the participation limits; • revising the RSU Plan to permit RSU to be transferable or assignable other than for estate settlement purposes; • amending to the definition of "Eligible Person" that may permit the introduction or reintroduction of non-executive directors on a discretionary basis; or
Financial Assistance	The Corporation will not provide financial assistance to participants under the RSU Plan.
Other	In the event of a change in control, the Board shall have the right, but not the obligation, to permit each participant to exercise all of the participant's to settle all of the participant's outstanding RSUs, subject to any required approval of the TSXV and subject to completion of the change in control, and has the discretion to accelerate vesting. The RSU Plan further provides that if the expiry date or vesting date of RSUs is (i) during a blackout period, or (ii) within ten trading days following the end of a blackout period, the expiry date or vesting date, as applicable, will be automatically extended for a period of ten trading days following the end of the blackout period, subject to certain requirements of the TSXV,as set out in the RSU Plan.

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Description of RSUs	Description of RSUs	Description of RSUs
RSU Terms	An RSU is a notional security that entitles the recipient to receive shares at the end of a vesting period. The terms applicable to RSUs under the RSU Plan (including the vesting schedule and whether dividend equivalents will be credited to a participant's RSU account) are determined by the Board at the time of the grant.
Credit to RSU Account	As dividends are declared, additional RSUs may be credited to RSU holders in an amount equal to the greatest whole number which may be obtained by dividing (i) the value of such dividend or distribution on the record date established therefore by (ii)the Market Price of one share on such record date.
Vesting	RSUs vest upon lapse of the applicable restricted period. Unless otherwise determined by the Board, or unless otherwise specified in the "Eligible Person's" service agreement or RSU award agreement, each RSU shall vest and shall be settled as follows: • 50% of the RSUs on the second anniversary of the date of grant; • 25% of the RSUs on the third anniversary of the date of grant; and • 25% of the RSUs on the fourth anniversaryof the date ofgrant.
Settlement	On settlement, the Corporation shall, for each vested RSU being settled, deliver to the participant one Common Share with a deemed value of the Market Price of one Common Share as of the RSU vestingdate.
Circumstances Involving Cessation of Entitlement to Participate	Reason for	Treatment of Awards
	Termination
	Death	All outstanding RSUs shall vest as of the date of death and be available for settlement.
	Retirement	All outstanding RSUs shall vest as of the date of retirement and be available for settlement.
	Disability	All outstanding RSUs shall vest as of the date of disability and be available for settlement.
	Resignation	Outstanding RSUs that were vested on or before the date of resignation shall be available for settlement as of the date of resignation, after which time all remaining RSUs shall in all respects terminate.
	Termination without Cause I Constructive Dismissal (No Change in Control)	Outstanding RSUs that were vested on or before the termination date shall be available for settlement as of the termination date. Outstanding RSUs that would have vested on the next vesting date following the termination date shall be available for settlement as of such vesting date. Subject to the foregoing, any remaining RSUs shall in all respects terminate as of the termination date.
	Change in Control	RSUs vest immediately prior to change in control.
	Termination with Cause	Outstanding RSUs (whether vested or unvested) shall automatically terminate on the termination date and be forfeited.

Any Common Shares subject to an RSU which for any reason expires without having been settled, forfeited or terminated shall again be available for future grants under the RSU Plan.

Other than the Option Plan and the RSU Plan, the Corporation does not have any other stock option plan, stock option agreement made outside of a stock option plan, plan providing for the grant of stock appreciation rights, deferred share units or restricted stock units or any other incentive plan or portion of a plan under which awards are granted.

• 24 -

Employment Contracts , Termination Benefits and Change of Control Benefits

The Board has approved executive employment agreements (the " Executive Employment Agreements ") that the Corporation has entered into with Brock Murray as the previous CEO (now Head of Global Development), Pheak Meas as Chief Product Officer (" CPO ") and Gord Breese as the current CEO. Pursuant to the Executive Employment Agreements, Mr. Breese, Mr. Murray and Mr. Meas are employed for an indefinite term, subject to termination in accordance with the terms of the Executive Employment Agreements. The Executive Employment Agreements establish a base salary, subject to annual review, which may be changed in the sole discretion of the Board. The annual base salary for each of Mr. Murray and Mr. Meas is $108,000 and for Mr. Breese is $200,000. Each of Messrs. Murray, Meas and Breese are eligible for an annual bonus based on achievement of performance goals at the sole discretion of the Board, based on the terms, conditions and objectives established by the Board. Each of Messrs. Murray, Meas and Breese are also eligible to participate in the Option Plan. The Executive Employment Agreements also provide that each of Messrs. Murray, Meas and Breese will be eligible to participate in any benefit plans made generally available to the Corporation's senior executive employees and that each of Messrs. Murray, Meas and Breese will be reimbursed for all reasonable out-of-pocket expenses.

The Executive Employment Agreements for each of Messrs. Murray, Meas and Breese provide that if the applicable NEO is terminated by the Corporation for cause, the NEO will be entitled to base salary earned up to the date of termination and unused vacation pay accrued up to the date of termination. The executive may terminate his employment with the Corporation at any time for any reason by providing 180 days' written notice.

In the case of Mr. Murray and Mr. Meas, the Executive Employment Agreements also provides that if the applicable NEO is terminated by the Corporation other than for cause, the NEO will also be entitled to: (i) all accrued salary to the date of termination; (ii) all accrued vacation pay to the date of termination; (iii) in the case of Mr. Murray and Mr. Meas, a retiring allowance equal to 12 months of salary; and (iv) 10% of the amount paid pursuant to item (iii) as compensation for the loss of employment benefits. The payments in (iii) and (iv) are subject to the execution of a full and final release in favour of the Corporation.

If Mr. Breese is terminated without cause on or before the date which is 12 months from the effective date of his Executive Employment Agreement (being January 6, 2020) the Corporation shall pay Mr. Breese the amount of $125,000, less withholdings required by law. Where Mr. Breese is terminated by the Corporation without cause following the date which is 12 months from the effective date of his Executive Employment Agreement, the above-noted payment shall be reduced by $2,604.17 for each full month elapsed from the date which is 12 months from the effective date, provided however that in no event shall Mr. Breese be paid less than the amount of severance required to be paid pursuant to the Employment Standards Act (Alberta).

The Executive Employment Agreements contain standard confidentiality, non-solicitation and noncompetition restrictions.

Other than as described herein, there are no compensatory plans or arrangements with respect to the NEOs resulting from the resignation, retirement or any other termination of employment of the officer's employment or from a change of NEOs' responsibilities following a change of control. Pursuant to the Executive Employment Agreements for Mr. Murray and Mr. Meas, each of them are entitled to terminate their Executive Employment Agreement and their employment with the Corporation by providing 30 days' notice to the Corporation following a change of control, which for the purposes of the Executive Employment Agreements means: (i) the acquisition of Common Shares and/or securities convertible into, exercisable for or carrying the right to purchase Common Shares, as a result of which a person or persons beneficially own Common Shares or convertible securities that would entitle such acquirors to cast more than 50% of the votes attaching to all Common Shares which may be cast to elect directors (excluding any

• 25 -

Common Shares acquired directly from Mr. Murray or Mr. Meas or any Common Shares which remain owned or controlled by Mr. Murray or Mr. Meas); (ii) approval by shareholders of (a) an amalgamation, arrangement, merger or other consolidation of Shares with another Corporation pursuant to which existing shareholders cease to have 50% voting rights to elect directors, or (b) a liquidation, dissolution or winding up of the Corporation; and (iii) a sale, lease or other disposition of all or substantially all of the Corporation's assets, provided that a change of control does not include an initial public offering or an internal reorganization where beneficial ownership of the Shares remains unchanged.

The table below sets forth information with respect to each NEO currently engaged by the Corporation in order to assist the reader in determining the potential payment to each such NEO in the event of the termination of such NEO's employment by the Corporation other than for cause or in the event of a change of control. The estimated payments have been calculated on the basis of employment agreements as they exist at the date of this Circular and assuming that they were in effect on December 31, 2020.

	Estimated Payment Assuming	Estimated Payment Assuming
	Termination Without Cause on	a Change of Control on
	December 31,2020	December 31,2020
Name	($)	($)
Gord Breese	125,000	125,000
Brock Murray	118,800	118,800
Karim Teja	nil	nil

The estimated payments assuming a change of control on December 31, 2020 are based on the assumption that the NEOs are terminated without cause or elect to terminate the agreements.

Oversight and Description of Director and Named Executive Officer Compensation

Components of Compensation

The most significant components of the Corporation's executive compensation plan are base salary and an annual incentive bonus. These components are based upon:

• achievement of specific corporate or segment performance targets;

• a performance evaluation process, taking into consideration comparative levels of compensation with comparable entities in the Corporation's industry;

• alignment of the compensation level of each individual to that individual's level of responsibility;

• the individual's performance, competencies, skills and achievements;

• alignment with corporate strategy; and

• contributions to corporate or segment performance.

The performance targets for the NEOs and most of the senior management team focus on contracted subscription-based recurring revenues and adjusted earnings before interest, tax, depreciation, and amortization (" EBITDA ").

Management believes that customer growth, revenue, Gross margin and Adjusted EBITDA, and customer churn, are useful indicators of the success of the Corporation's growth objectives and intends to rely on such metrics for 2021 executive compensation. The Board may however, in its discretion, adopt other metrics for evaluation of executive performance.

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"Adjusted EBITDA" and "Gross margin" are non-GAAP and additional GAAP measures. Readers are cautioned that these measures may not be comparable to similar measures used by other companies. Readers are also cautioned not to view these non-GAAP measures as an alternative to financial measures calculated in accordance with IFRS.

Other components of the Corporation's executive compensation plan may include share-based awards and perquisites and benefits. Further details on these components and the annual incentive bonus are provided later in this document.

Compensation and Governance Committee

The Board has final authority to approve the compensation of the NEOs, other senior members of management, and the Board.

The Board has formed a Compensation and Governance Committee composed of independent directors. The Compensation and Governance Committee is responsible for reporting to the Board to ensure that the compensation strategies of the Corporation support its objectives and sustain shareholder value. The Compensation and Governance Committee has also been mandated to review the adequacy and form of the compensation of directors and to ensure that such compensation realistically reflects the responsibilities and risk involved in being an effective director as well as the risk any such compensation policy or practice would have a material adverse effect on the Corporation.

The members of the Compensation and Governance Committee have direct experience that is relevant to their responsibilities in executive compensation and the skills and experience necessary to enable them to assess and determine the Corporation's compensation policies with due regard to risk. These skills were acquired through their significant experience as senior executives of other complex organizations and through their prior and current membership on the Compensation Committee.

Role of Management in Determining Compensation

The accountability for decisions on executive remuneration is clearly within the mandate of the Compensation and Governance Committee, but management has a key role in helping support the committee in fulfilling its obligations. For example, the CEO and other senior executives make recommendations to the Compensation and Governance Committee regarding executive officer base salary adjustments, stock-based grants and discretionary bonuses. The Compensation and Governance Committee reviews the basis for these recommendations and can exercise its discretion in modifying any of the recommendations prior to making its recommendations to the Board.

Compensation Philosophy and Objectives

Katipult's compensation philosophy for NEOs will be focused on the belief that capable and qualified employees are critical to its success as a corporation. Therefore, the Corporation's compensation plan is designed to attract the best individuals in each area of expertise and to use salaries and long-term incentive compensation in the form of stock options or other suitable long-term incentives to attract and retain such employees. In making its determinations regarding the various elements of executive stock option grants, Katipult will seek to meet the following objectives:

• (a) to attract, retain and motivate talented executives who create and sustain Katipult's continued success within the context of compensation paid by other companies of comparable size engaged in similar business in appropriate regions;

• (b) to align the interests of the Katipult's NEO's with the interests of other shareholders of Katipult; and

• (c) to incentivise extraordinary performance from Katipult's key employees.

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Elements of Compensation

Compensation for the NEOs is composed primarily of three components, namely, base salary, participation in the Corporation's Option Plan and RSU Plan and short-term incentive compensation in the form of discretionary performance bonuses.

Base Salary

The base salary review of any NEO will take into consideration the current competitive market conditions, experience, proven or expected performance, and the particular skills of the NEO. Base salary is not expected to be evaluated against a formal "peer group". The base salaries for NEOs of Katipult as of the date hereof are:

• (a) Gord Breese (CEO) - $200,000/year.

• (b) Brock Murray (Head of Global Development) - $108,000/year.

• (c) Karim Teja (CFO) - $2,000/month, averaging $24,000 per year.

Performance-Based Cash Bonuses

Cash bonuses are not a normal part of Katipult's executive compensation. However, the Corporation may elect to utilize such incentives where the role-related context and competitive environment suggest that such a compensation modality is appropriate. When and if utilized, the amount of cash bonus compensation will normally be paid on the basis of timely achievement of specific pre-agreed milestones. Each milestone will be selected based upon consideration of its impact on shareholder value creation and the ability of the Corporation to achieve the milestone during a specific interval. The amount of bonus compensation will be determined based upon achievement of the milestone, its importance to the Corporation's near and long-term goals at the time such bonus is being considered, the bonus compensation awarded to similarly situated executives in similarly situated companies or any other factors the Corporation may consider appropriate at the time such performance-based bonuses are decided upon. The quantity of bonus will normally be a percentage of base salary not to exceed 100%. However, in exceptional circumstances, the quantity of bonus paid may be connected to the Shareholder value creation embodied in the pre-agreed milestones.

Stock Options

The Corporation currently has the Option Plan in place for the purposes of attracting and motivating directors, officers, employees, and consultants of the Corporation and advancing the interests of the Corporation by affording such persons with the opportunity to acquire an equity interest in the Corporation through rights granted under the Option Plan. Any grant of Options under the Option Plan is within the discretion of the Board, subject to the condition that the maximum number of Common Shares which may be reserved for issuance under the Option Plan may not exceed 10% of the Corporation's issued and outstanding Common Shares.

Options are a key compensation element for companies such as Katipult. Because many of the most capable employees in our industry work for companies who can offer attractive cash and bonus compensation and a high level of employment security, Options represent a compensation element that balances the loss of employment security that such employees must accept when moving to a smaller corporation like Katipult. Options are also an important component of aligning the objectives of Katipult's employees with those of shareholders. Katipult expects to provide significant Option positions to senior employees and lesser amounts to lower-level employees. The precise amount of Options to be offered will be governed by the importance of the role within Katipult, by the competitive environment within which we operate, and by the regulatory limits on Options grants that cover organizations such as Katipult.

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Restricted Share Units

The Corporation currently has the RSU Plan in place for the purposes of attracting and motivating directors, officers, employees, and consultants of the Corporation and advancing the interests of the Corporation by affording such persons with the opportunity to acquire an equity interest in the Corporation through rights granted under the RSU Plan. Any grant of RSU under the RSU Plan is within the discretion of the Board, subject to the condition that the maximum number of Common Shares which may be reserved for issuance under the RSU Plan may not exceed 10% of the Corporation's issued and outstanding Common Shares.

Pension Plan Benefits

The Corporation does not currently provide any pension plan benefits for executive officers, directors, or employees

Director Compensation

To date, Katipult has not paid any cash compensation to its independent directors. In the financial year ended 2019, an aggregate of 515,218 RSUs and 1,350,000 stock options were granted to the independent directors of the Corporation. In the financial year ended 2020, an aggregate of 493,750 RSUs and nil Stock Options were granted to the independent directors of the Corporation and the independent directors agreed to cancel 1,125,000 Stock Options. The directors who serve as officers of the Corporation do not receive any separate compensation for their service as Directors.

The Corporation's Compensation and Governance Committee monitors and reviews the salary benefits of the executive officers of the Corporation and considers appropriate compensation for the independent directors.

Oversight of Director Compensation

The Corporation's Compensation and Governance Committee is charged with reviewing, overseeing and evaluating the corporate governance, compensation and nominating policies of the Corporation. See " Statement of Executive Compensation - Oversight and Description of Director and Named Executive Officer Compensation – Compensation and Corporate Governance Committee " for further information.

EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes certain information regarding compensation plans of the Corporation as at December 31, 2020.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (2) (c)
Equity compensation plans approved by securityholders	6,988,153	$0.22	520,866
Equity compensation plans not approved by securityholders	nil	nil	nil
Total	6,988,153	nil	520,866

• 29 -

• (1) Represents the number of Common Shares available for issuance upon exercise of outstanding Options of 6,342,500 and RSU of 645,653 as at December 31, 2020 .

• (2) Represents the number of Common Shares remaining available for issuance upon exercise of outstanding Options of 520,866 as at December 31, 2020.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No director or officer of the Corporation, or any associate or affiliate of such person is or has ever been indebted to the Corporation; nor has any such person's indebtedness to any other entity been the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by the Corporation.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person (as defined in National Instrument 51-102 - Continuous Disclosure ) or proposed director of the Corporation and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect the Corporation or any of its subsidiaries.

MANAGEMENT CONTRACTS

No management functions of the Corporation or its subsidiaries are performed to any substantial degree by a person other than the directors or executive officers of the Corporation or its subsidiaries.

AUDIT COMMITTEE

The members of the Corporation's Audit Committee are Jeff Dawson (Chair) and Brian Craig. The Audit Committee is responsible for overseeing the Corporation's financial reporting process on behalf of the board of directors, including overseeing the work of the independent auditors who report directly to the Audit Committee.

The specific responsibilities of the Audit Committee, among others, include:

• (a) evaluating the performance and assessing the qualifications of the independent directors and recommending to the board of directors and the shareholders the appointment of the Corporation's external auditor;

• (b) determining and approving the engagement of and compensation for audit and non-audit services of the Corporation's external auditor;

• (c) reviewing the Corporation's financial statements and management's discussion and analysis of financial condition and results of operations and recommending to the board of directors whether or not such financial statements and management's discussion and analysis of financial condition and results of operations should be approved by the board of directors;

• (d) conferring with the Corporation's external auditor and with management regarding the scope, adequacy and effectiveness of internal financial reporting controls;

• (e) establishing procedures for the receipt, retention and treatment of complaints received by the Corporation regarding its accounting controls, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting and auditing matters; and

• (f) reviewing and discussing with management and the independent auditor, as appropriate, the Corporation's guidelines and policies with respect to risk assessment and risk

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management, including major financial risk exposure and investment and hedging policies and the steps taken by management to monitor and control the Corporation's exposure to such risks.

Audit Committee Charter

The Audit Committee Charter is attached to this Circular as Schedule "C".

Composition of Audit Committee and Independence

The following are the members of the Audit Committee:

Jeff Dawson	Independent(1)	Financially literate(1)
Brian Craig	Independent(1)	Financially literate(1)

(1) As defined under National Instrument 52-110 - Audit Committees (" NI 52-110 ").

Relevant Education and Experience

Jeff Dawson is the Chairman of the Audit Committee. Mr. Dawson has been the CFO of multiple companies, overseeing finance and accounting matters and has been a named executive officer of a public Corporation. Mr. Dawson's business knowledge and experience has provided him with an understanding of financial reporting sufficient to enable him to act as a member of the Audit Committee. Mr. Dawson holds a Master of Business Administration with a specialization in Finance/Financial Consulting from Southern Methodist University's Cox School of Business, and a Bachelor of Business Administration with a concentration in Finance from the University of Texas at Austin.

Brian Craig is a former CEO of Solium. Solium was acquired by Morgan Stanley on May 1, 2019. Prior to joining Solium full-time, Mr. Craig founded and was President and CEO of Stormworks Ltd., a privately held e-business services Corporation that was acquired by Solium in 2002. Mr. Craig invests in many earlystage companies, including energy and technology start-ups. Mr. Craig has gained board and audit committee experience at several public and privately held companies. Mr. Craig was appointed to the Corporation's board of directors on 30 May 2018. Mr. Craig has an interest in the convertible debentures issued by the Corporation.

Audit Committee Oversight

At no time since the commencement of the Corporation's most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the board of directors.

Reliance on Certain Exemptions

Since the commencement of the Corporation's most recently completed financial year, the Corporation has not relied on:

• (a) the exemption in section 2.4 (De Minimis Non-audit Services) of NI 52-110; or

• (b) the exemption in subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer) of NI 52-110; or

• (c) the exemption in subsection 6.1.1(5) (Events Outside Control of Member) of NI 52-110; or

• (d) the exemption in subsection 6.1.1(6) (Death, Incapacity or Resignation) of NI 52-110; or

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(e) an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions).

Pre-Approval Policies and Procedures

The Audit Committee has not adopted any specific policies and procedures for the engagement of nonaudit services.

External Auditor Service Fees

The following table sets out the aggregate fees billed by the Corporation's external auditors, RSM Alberta LLP, for the years ended December 31, 2020 and December 31, 2019:

Audit Service Fees	Year ended December 31, 2020 (CDN$)	Year ended December 31, 2019 (CDN$)
Audit Fees	$39,000	$29,000
Audit Related Fees	nil	nil
Tax Fees	nil	nil
All Other Fees	nil	nil
Total	$39,000	$29,000

Exemption

As a Venture Issuer, the Corporation is relying on the exemption in section 6.1 of NI 52-110 from the requirements to provide an Annual Information Form (AIF).

CORPORATE GOVERNANCE DISCLOSURE

Corporate governance relates to the activities of the board of directors, the members of which are elected by and are accountable to the shareholders and considers the role of the individual members of management who are appointed by the board of directors and who are charged with day-to-day management of the Corporation.

Pursuant to National Instrument 58-101 - Disclosure of Corporate Governance Practices , the Corporation is required to disclose its corporate governance practices, as summarized below. The Compensation and Governance Committee of the board of directors will monitor such practices on an ongoing basis and when necessary implement such additional practices as it deems appropriate.

National Policy 58-201 - Corporate Governance Guidelines establishes corporate governance guidelines to be used by issuers in developing their own corporate governance practices. The board of directors is committed to sound corporate governance practices, which are both in the interest of its shareholders and contribute to effective and efficient decision making. The board of directors has adopted a Code of Business Conduct and Ethics, which addresses, but is not limited to, the following issues:

• (a) conflicts of interest;

• (b) compliance with laws, rules, and regulations;

• (c) protection and proper use of corporate opportunities;

• (d) protection and proper use of corporate assets;

• (e) confidentiality of corporate information;

• (f) fair dealing with securityholders, customers, competitors, and employees; and

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(g) accuracy of business records.

Board of Directors

As of the date hereof, the board of directors consists of five directors: Gord Breese, Brock Murray, Pheak Meas, Jeff Dawson, and Brian Craig. Mr. Dawson is not standing for re-election at the Meeting.

At this time, Jeff Dawson and Brian Craig are considered to be "independent" within the meaning of NI 52-110. Gord Breese is not independent since he is the CEO of the Corporation, Brock Murray is not independent as he is an officer of the Corporation and Pheak Meas is not independent as he is an officer of the Corporation.

There is not currently a majority of independent directors on the Board nor will there be a majority following the Meeting. In his role as Chairman, Mr. Craig facilitates the Board's exercise of independent judgement. As Chairman, Mr. Craig chairs in camera meetings of the Board, without management present, at every Board meeting in which it is considered appropriate by the independent directors to do so. In addition, the independent directors discuss matters arising outside of Board meetings as they consider appropriate.

Directorships

The following directors of the Corporation also serve or recently served as directors of other reporting issuers:

Name of Director	Other Reporting Issuer	Name of Exchange or Market
Brian Craig	Solium Capital Inc. (acquired by Morgan Stanleyon May1,2019)	The Toronto Stock Exchange

Orientation and Continuing Education

Each new director of the Corporation is briefed about the nature of the Corporation's business, its corporate strategy and current issues within the Corporation. New directors will be encouraged to review the Corporation's public disclosure records as filed on under its profile at www.sedar.com. Directors are also provided with access to management to better understand the operations of the Corporation, and to the Corporation's legal counsel to discuss their legal obligations as directors of the Corporation. The Compensation and Governance Committee will be considering an orientation program for new directors. The Compensation and Governance Committee is responsible for coordinating development programs to enable directors to maintain and enhance their skills and abilities as directors as well as ensuring that their knowledge and understanding of the Corporation and the Corporation's business remains current.

Ethical Business Conduct

The board of directors has adopted a Code of Business Conduct and Ethics that is posted under the Corporation's profile at www.sedar.com.

The board of directors is also required to comply with the conflict of interest provisions of the ABCA and relevant securities regulation in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director is required to declare the nature and extent of his interest and is not entitled to vote on any matter that is the subject of the conflict of interest.

Nomination of Directors

The Corporation's management is in contact with individuals involved in the technology and capital markets sectors. From these sources, management has made a number of contacts and in the event that

• 33 -

the Corporation requires any new directors, such individuals will be brought to the attention of the Compensation and Governance Committee of the board of directors. The Compensation and Governance Committee will determine the nominees for election by shareholders as directors. The Corporation will conduct reference and background checks on suitable candidates. New nominees generally must have a track record in business management, areas of strategic interest to the Corporation, the ability to devote the time required to carry out the obligations and responsibilities of a director and a willingness to serve in that capacity.

Other Board Committees

In addition to the Audit Committee, the Corporation also has a Compensation and Governance Committee whose members are Brian Craig (Chair) and Jeff Dawson.

The Compensation and Governance Committee is charged with reviewing, overseeing and evaluating the corporate governance, compensation and nominating policies of the Corporation.

It is the responsibility of the Compensation and Governance Committee, in consultation with the Chair, to assess from time to time the size and composition of the board of directors and its committees; to review the effectiveness of the board of directors' operations and its relations with management; to assess the performance of the board of directors, its committees and individual directors; and to review and recommend the directors' compensation.

The board of directors will put in place a formal procedure for evaluating the performance of the board of directors, its committees and individual directors. The Compensation and Governance Committee reviews the performance of the board of directors, its committees and the contribution of individual directors on an annual basis.

The Compensation and Governance Committee is responsible for reviewing the credentials of proposed nominees for election or appointment to the board of directors and for recommending candidates for board of directors membership, including the candidates proposed to be nominated for election to the board of directors at the annual meeting of shareholders.

The Compensation and Governance Committee reviews, at least once a year, the composition of the committees to ensure that committee membership complies with the relevant governance guidelines, that the workload for independent directors is balanced, and that committee positions are rotated as appropriate. In doing so, the Compensation and Governance Committee will consult with the Chair and make recommendations to the board of directors, which appoints committee members.

The Compensation and Governance Committee is also be responsible for reviewing and reporting to the board of directors on management resource planning, including succession planning and proposed senior management appointments, the job descriptions and annual objectives of senior executives, the form of executive compensation in general, including an assessment of the risks associated with the compensation plans, and the levels of compensation of the CEO and other senior executives.

Assessments

The Compensation and Governance Committee is responsible, along with the Chair, for establishing and implementing procedures to evaluate the effectiveness of the board of directors, its committees and the contributions of individual board of directors members. The Compensation and Governance Committee also takes reasonable steps to evaluate and assess, on an annual basis, directors' performance and effectiveness of the board of directors, its committees, individual members, the Chair and committee chairs. The assessment addresses, among other things, individual director independence, individual director and overall board of directors skills and individual director financial literacy. The board of directors receives and considers the recommendations from the Compensation and Governance Committee regarding the results of the evaluation of the performance and effectiveness of the board of directors, its committees and individual members. Annual director evaluation will also include peer review by the members of the board of directors – not yet determined, but likely to be the practise.

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OTHER MATTERS TO BE ACTED UPON

Management knows of no matters to come before the Meeting other than the matters referred to in the Notice of Annual General and Special Meeting. However, if any other matters properly come before the Meeting, the proxy will be voted on such matters in the best judgment of the person or persons voting the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Corporation may be found on SEDAR at www.sedar.com, including additional financial information, which is provided in the Corporation's audited consolidated financial statements and management discussion & analysis for its most recently completed financial year. Shareholders may contact the Corporation at any time to receive a copy of the Corporation's audited consolidated financial statements and management discussion & analysis for its most recently completed financial year. Any such request should be made to the registered office, 340-318 11 Ave SE, Calgary, AB T2G 0Y2. The Corporation's audited consolidated financial statements and management discussion & analysis are also available on the Corporation's website www.katipult.com.

THIS IS SCHEDULE " A " ATTACHED TO AND MADE A PART OF THE MANAGEMENT INFORMATION CIRCULAR IN CONNECTION WITH THE ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF KATIPULT TECHNOLOGY CORP . TO BE HELD ON DECEMBER 1, 2021 AND ANY ADJOURNMENT THEREOF

STOCK OPTION PLAN

1. PURPOSE OF THE PLAN

Katipult Technology Corp. (the “ Company ”) hereby establishes a stock option plan for directors, senior officers, Employees, Management Company Employees and Consultants (as such terms are defined below) of the Company and its subsidiaries (collectively " Eligible Persons "), to be known as the "2019 Stock Option Plan" (the " Plan "). The purpose of the Plan is to give to Eligible Persons, as additional compensation, the opportunity to participate in the success of the Company by granting to such individuals options, exercisable over periods of up to ten (10) years as determined by the board of directors of the Company, to buy shares of the Company at a price not less than the Market Price prevailing on the date the option is granted less applicable discount, if any, permitted by the policies of the Exchanges and approved by the Board.

2. DEFINITIONS

In this Plan, the following terms shall have the following meanings:

• 2.1 " Associate " means an "Associate" as defined in the TSX Policies.

• 2.2 " Board " means the board of directors of the Company.

• 2.3

• " Change of Control " means or shall be deemed to have occurred if and when:

• (a) the entering into of any agreement by the Company that would result in the acquisition, by whatever means, other than by way of take-over bid, by a person (or two or more persons who in such acquisition have acted jointly or in concert or intend to exercise jointly or in concert any rights attaching to the Shares acquired), directly or indirectly, of the beneficial ownership of such number of Shares or rights to Shares, which together with such person’s then owned Shares and rights to Shares, if any, represent (assuming the full exercise of such rights to Shares) more than 50 percent of the combined rights of the Company’s then outstanding Shares, together with the Shares that would be outstanding on the full exercise of the rights to Shares acquired and such person’s previously owned rights to Shares;

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

• (c) individuals who were members of the Board immediately prior to a meeting of the shareholders of the Company involving a contest for, or an item of business relating to, the election of directors shall not constitute a majority of the Board following such election

• 2 -

• 2.4 " Company " means Katipult Technology Corp. and its successors.

• 2.5 " Consultant " means a "Consultant" as defined in the TSX Policies.

• 2.6 " Consultant Company " means a "Consultant Company" as defined in the TSX Policies.

• 2.7 " Disability " means any disability with respect to an Optionee which the Board, in its sole and unfettered discretion, considers likely to prevent the Optionee for any consecutive six-month period or for any period of twelve months (whether or not consecutive) in any consecutive 24month period from:

• (a) being employed or engaged by the Company, its subsidiaries or another employer, in a position the same as or similar to that in which he was last employed or engaged by the Company or its subsidiaries; or

• (b) acting as a director or officer of the Company or its subsidiaries.

• 2.8 " Discounted Market Price " of Shares means, if the Shares are listed only on the TSX Venture Exchange, the Market Price less the maximum discount permitted under the TSX Policy applicable to incentive stock options.

• 2.9 "Disinterested Shareholder Approval" means a majority of the votes attaching to shares voted at a meeting of shareholders of the Company, excluding the votes attaching to shares held by persons with an interest in the subject matter of the resolution, in accordance with TSX Policies.

• 2.10 " Eligible Persons " has the meaning given to that term in section 1 hereof.

• 2.11

• " Employee " means an "Employee" as defined in the TSX Policies.

• 2.12 " Exchanges " means the TSX Venture Exchange and, if applicable, any other stock exchange on which the Shares are listed.

• 2.13 " Expiry Date " means the date set by the Board under section 3.1 hereof, as the last date on which an Option may be exercised.

• 2.14 " Grant Date " means the date specified in an Option Agreement as the date on which an Option is granted.

• 2.15 " Insider " means an "Insider" as defined in the TSX Policies.

• 2.16 " Investor Relations Activities " means "Investor Relations Activities" as defined in the TSX Policies.

• 2.17 " Management Company Employee " means a "Management Company Employee" as defined in the TSX Policies.

• 2.18 " Market Price " of Shares at any Grant Date means the last closing price per Share on the last day on which Shares were traded prior to the day on which the Company announces the grant of the Option or, if the grant is not announced, on the Grant Date, or if the Shares are not listed on any stock exchange, "Market Price" of Shares means the price per Share on the over-the-counter market determined by dividing the aggregate sale price of the Shares sold by the total number of such Shares so sold on the applicable market for the last day prior to the Grant Date.

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• 2.19 " Option " means an option to purchase Shares granted pursuant to this Plan.

• 2.20 " Option Agreement " means an agreement, in the form attached hereto as Schedule "A", whereby the Company grants to an Optionee an Option.

• 2.21 " Option Price " means the price per Share specified in an Option Agreement, as adjusted from time to time in accordance with the provisions of section 5.

• 2.22 " Option Shares " means the aggregate number of Shares which an Optionee may purchase under an Option pursuant to the issuance of such Shares by the Company.

• 2.23 " Optionee " means each of the Eligible Persons granted an Option pursuant to this Plan and their heirs, executors and administrators.

• 2.24 " Plan " means this 2019 Stock Option Plan.

• 2.25 " Shares " means the common shares in the capital of the Company as constituted on the Grant Date provided that, in the event of any adjustment pursuant to section 5, "Shares" shall thereafter mean the shares or other property resulting from the events giving rise to the adjustment.

• 2.26 " Securities Act " means the Securities Act (Alberta), RSA 2000 c. S-4 as amended, as at the date hereof.

• 2.27 " TSX Policies " means the policies included in the TSX Venture Exchange Corporate Finance Manual and "TSX Policy" means any one of them.

• 2.28 " Vested " means that an Option has become exercisable in respect of a number of Option Shares by the Optionee pursuant to the terms of this Plan and the Option Agreement.

3. GRANT OF OPTIONS

3.1 Option Terms

The Board may from time to time authorize the issue of Options to Eligible Persons. The Option Price under each Option shall be not less than the Discounted Market Price on the Grant Date. The Expiry Date for each Option shall be set by the Board at the time of grant of the Option and shall not be more than ten (10) years after the Grant Date, subject to the operation of section 4.5. Options shall not be assignable (or transferable) by the Optionee.

3.2 Previously Granted Options

In the event that on the date this Plan is implemented and effective (the " Effective Date ") there are outstanding stock options (the " Pre-Existing Options ") that were previously granted by the Company pursuant to any stock option plan in place prior to the Effective Date (a " Pre-Existing Plan "), all such PreExisting Options shall, effective as of the Effective Date, be governed by and subject to the terms of the Plan.

3.3 Limits on Shares Issuable on Exercise of Options

At the time of grant of any Option, the aggregate number of Shares reserved for issuance under the Plan which may be made subject to Options at any time and from time to time (including those issuable upon the exercise of Pre-Existing Options) shall not exceed 10% of the total number of issued and

• 4 -

outstanding Shares, on a non-diluted basis, as constituted on the Grant Date of such Option.

The number of Shares which may be issuable under the Plan and all of the Company's other previously established or proposed share compensation arrangements, within a one-year period:

• (a) to any one Optionee, shall not exceed 5% of the total number of issued and outstanding Shares on the Grant Date on a non-diluted basis, unless the Company and has obtained Disinterested Shareholder Approval;

• (b) to Insiders as a group shall not exceed 10% of the total number of issued and outstanding Shares on the Grant Date on a non-diluted basis;

• (c) to any one Consultant shall not exceed 1% of the total number of issued and outstanding Shares on the Grant Date on a non-diluted basis; and

• (d) to all Eligible Persons who undertake Investor Relations Activities shall not exceed 2% in the aggregate of the total number of issued and outstanding Shares on the Grant Date on a non-diluted basis.

3.4 Option Agreements

Each Option shall be confirmed by the execution of an Option Agreement. Each Optionee shall have the option to purchase from the Company the Option Shares at the time and in the manner set out in the Plan and in the Option Agreement applicable to that Optionee. In respect of Options granted to Employees, Consultants, Consultant Companies or Management Company Employees, the Company is representing herein and in the applicable Option Agreement that the Optionee is a bona fide Employee, Consultant, Consultant Company or Management Company Employee, as the case may be, of the Company or any of its subsidiaries. The execution of an Option Agreement shall constitute conclusive evidence that it has been completed in compliance with this Plan.

4. EXERCISE OF OPTIONS

4.1 When Options May be Exercised

Subject to sections 4.3, 4.4 and 4.5, an Option may be exercised to purchase any number of Option Shares up to the number of Option Shares that are issuable due to the Option having Vested at any time after the Grant Date up to 4:00 p.m. Pacific Time on the Expiry Date and shall not be exercisable thereafter.

4.2 Manner of Exercise

The Option shall be exercisable by delivering to the Company a notice specifying the number of Option Shares in respect of which the Option is exercised together with payment in full of the Option Price for each such Option Share. Upon notice and payment there will be a binding contract for the issue of the Option Shares in respect of which the Option is exercised, upon and subject to the provisions of the Plan. Delivery of the Optionee's payment to the Company in the amount of the Option Price shall constitute payment of the Option Price unless the payment is not honoured upon presentation in which case the Option shall not have been validly exercised.

4.3 Vesting of Option Shares

The Board, subject to the policies of the Exchanges, may determine and impose terms upon which each Option shall become Vested in respect of Option Shares. Unless otherwise specified by the Board at the time of granting an Option, and subject to the other limits on Option grants set out in section 3.3 hereof, each Option granted under the Plan shall become exercisable to the extent that such Option has

• 5 -

Vested, except Options granted to Consultants performing Investor Relations Activities, which Options must vest in stages over twelve months with no more than one-quarter of the Options vesting in any three month period. Notwithstanding the foregoing, in the event that a Pre-Existing Plan imposed vesting requirements on a Pre-Existing Option, such vesting requirements must be satisfied before any such PreExisting Options shall become Vested.

4.4 Termination of Employment

If an Optionee ceases to be an Eligible Person, his or her Option shall be exercisable as follows:

(a) Death or Disability

If the Optionee ceases to be an Eligible Person, due to his or her death or Disability or, in the case of an Optionee that is a company, the death or Disability of the person who provides management or consulting services to such company or to any entity controlled by such company, the Option then held by the Optionee shall be exercisable to acquire Option Shares at any time up to but not after the earlier of:

• (i) 180 days after the date of death or Disability; and

• (ii) the Expiry Date.

(b) Termination For Cause

If the Optionee ceases to be an Eligible Person as a result of "termination for cause" of such Optionee by the Company or any of its subsidiaries (or in the case of an Optionee who is a Management Company Employee or Consultant, by the Optionee's employer), as that term is interpreted by the courts of the jurisdiction in which the Optionee is employed or engaged, any outstanding Option held by such Optionee on the date of such termination, whether in respect of Option Shares that are Vested or not, shall terminate and be cancelled as of that date.

(c) Early Retirement, Voluntary Resignation or Termination Other than For Cause

If the Optionee or, in the case of a Management Company Employee or a Consultant, the Optionee's employer, ceases to be an Eligible Person due to his or her retirement at the request of his or her employer earlier than the normal retirement date under the applicable retirement policy then in force, or due to his or her termination by the Company or Consultant Company, as applicable, other than for cause, or due to his or her voluntary resignation, the Option then held by the Optionee shall be exercisable to acquire Option Shares to the extent that the underlying Option has Vested at any time up to but not after the earlier of the Expiry Date and the date which is 90 days (30 days if the Optionee was engaged in Investor Relations Activities) after the Optionee or, in the case of a Management Company Employee or a Consultant, the Optionee's employer, ceases to be an Eligible Person. Notwithstanding the foregoing, the Board may, in its sole discretion if it determines such is in the best interests of the Company, extend this 90 day termination date to a later date within a reasonable period not exceeding the earlier of the Expiry Date and to one year in accordance with Exchange Policy 4.4.

(d) Spin-Out Transactions

If pursuant to the operation of subsection 5.3(c) an Optionee receives options (the " New Options ") to purchase securities of another company (the " New Company ") in respect of the Optionee's Options (the " Subject Options "), the New Options shall expire on the earlier of: (i) the Expiry Date of the Subject Options; (ii) if the Optionee does not become an Eligible Person in respect of the New Company, the date that the Subject Options expire pursuant to subsection 4.4(a), (b) or (c), as applicable; (iii) if the Optionee becomes

• 6 -

an Eligible Person in respect of the New Company, the date that the New Options expire pursuant to the terms of the New Company's stock option plan that correspond to subsections 4.4(a), (b) or (c) hereof; and (iv) the date that is one (1) year after the Optionee ceases to be an Eligible Person in respect of the New Company or such shorter period as determined by the Board.

For purposes of this section 4.4, the dates of death, Disability, termination, retirement, voluntary resignation, ceasing to be an Eligible Person and incapacity shall be interpreted to be without regard to any period of notice (statutory or otherwise) or whether the Optionee or his or her estate continues thereafter to receive any compensatory payments from the Company or is paid salary by the Company in lieu of notice of termination.

For greater certainty, an Option that had not become Vested in respect of certain Option Shares at the time that the relevant event referred to in this section 4.4 occurred, shall not be or become vested or exercisable in respect of such Option Shares and shall terminate and be cancelled.

4.5 Extension of Expiry Date During Black-Out Period

If the Expiry Date in respect of any Option occurs during or within five (5) trading days following a trading black-out period imposed by the Company, the Expiry Date of the Option shall be automatically extended to the date that is ten (10) trading days following the end of such black-out period (the " Extension Period "); provided that if an additional black-out period is subsequently imposed by the Company during the Extension Period, then such Extension Period shall be deemed to commence following the end of such additional black-out period to enable the exercise of such Options within ten (10) trading days following the end of the last imposed black-out period.

4.6 Effect of a Take-Over Bid

If a bona fide offer (an " Offer ") for Shares is made to the Optionee or to shareholders of the Company generally or to a class of shareholders which includes the Optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a control person of the Company, within the meaning of Subsection 1(1) of the Securities Act, the Company shall, immediately upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer. For greater clarity, any decision on the vesting of outstanding Options in the event of an Offer will be at the discretion of the Board.

4.7 Acceleration of Expiry Date

If at any time when an Option granted under the Plan remains unexercised with respect to any Option Shares, an Offer is made by an offeror, the Board may at its sole discretion, upon notifying each Optionee of full particulars of the Offer, declare that the Options are fully Vested and all Option Shares are issuable upon the exercise of Options granted under the Plan, and declare that the Expiry Date for the exercise of all unexercised Options granted under the Plan is accelerated so that all Options will either be exercised or will expire prior to the date upon which Shares must be tendered pursuant to the Offer. The Board shall give each Optionee as much notice as possible of the acceleration of the vesting of the Options under this section, except that not less than 5 business days ’ and not more than 35 days ’ notice is required. For greater clarity, any decision on the vesting of outstanding Options in the event of an Offer will be at the discretion of the Board.

4.8 Compulsory Acquisition or Going Private Transaction

If and whenever, following a take-over bid or issuer bid, there shall be a compulsory acquisition of the Shares of the Company pursuant to Division 6 of the Business Corporations Act (British Columbia)

• 7 -

or any successor or similar legislation, or any amalgamation, merger or arrangement in which securities acquired in a formal take-over bid may be voted under the conditions described in Section 8.2 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions , then on the date upon which such compulsory acquisition, amalgamation, merger or arrangement is effective, an Optionee shall be entitled to receive, and shall accept, for the same exercise price, in lieu of the number of Shares to which such Optionee was theretofore entitled to purchase upon the exercise of his or her Options, the aggregate amount of cash, shares, other securities or other property which such Optionee would have been entitled to receive as a result of such bid if he or she had tendered such number of Shares to the take-over bid and such Options shall terminate and be cancelled effective upon such payment.

4.9 Effect of a Change of Control

If a Change of Control occurs, the Board has the discretion to determine whether all or any portion of the Option will become Vested. For greater clarity, any decision on the vesting of outstanding Options in the event of a Change of Control will be at the discretion of the Board.

4.10 Exclusion From Severance Allowance, Retirement Allowance or Termination Settlement

If the Optionee retires, resigns or is terminated from employment or engagement with the Company or any subsidiary of the Company (including, in the case of a Management Company Employee or Consultant, termination of the company providing such management or consulting services to the Company or any of its subsidiaries), the loss or limitation, if any, pursuant to the Options with respect to the right to purchase Option Shares which were not Vested at that time or which, if Vested, were terminated and cancelled, shall not give rise to any right to damages and shall not be included in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such Optionee.

5. ADJUSTMENT OF OPTION PRICE AND NUMBER OF OPTION SHARES

5.1 Share Reorganization

Whenever the Company issues Shares to all or substantially all holders of Shares by way of a stock dividend or other distribution, or subdivides all outstanding Shares into a greater number of Shares, or combines or consolidates all outstanding Shares into a lesser number of Shares (each of such events being herein called a " Share Reorganization ") then effective immediately after the record date for such dividend or other distribution or the effective date of such subdivision, combination or consolidation, for each Option:

• (a) the Option Price will be adjusted to a price per Share which is the product of:

• (i) the Option Price in effect immediately before that effective date or record date; and

• (ii) a fraction, the numerator of which is the total number of Shares outstanding on that effective date or record date before giving effect to the Share Reorganization, and the denominator of which is the total number of Shares that are or would be outstanding immediately after such effective date or record date after giving effect to the Share Reorganization; and

• (b) the number of Option Shares will be adjusted by multiplying (i) the number of Option Shares immediately before such effective date or record date by (ii) a fraction which is the reciprocal of the fraction described in clause (a)(ii).

• 8 -

5.2

Special Distribution

Subject to the prior approval of the Exchanges, whenever the Company issues by way of a dividend or otherwise distributes to all or substantially all holders of Shares:

• (a) shares of the Company, other than the Shares;

• (b) evidences of indebtedness;

• (c) any cash or other assets, excluding cash dividends (other than cash dividends which the Board has determined to be outside the normal course); or

• (d) rights, options or warrants;

then to the extent that such dividend or distribution does not constitute a Share Reorganization (any of such non-excluded events being herein called a " Special Distribution "), and effective immediately after the record date at which holders of Shares are determined for purposes of the Special Distribution, for each Option the Option Price will be reduced, and the number of Option Shares will be correspondingly increased, by such amount, if any, as is determined by the Board in its sole and unfettered discretion to be appropriate in order to properly reflect any diminution in value of the Option Shares as a result of such Special Distribution.

5.3 Corporate Organization

Whenever there is:

• (a) a reclassification of outstanding Shares, a change of Shares into other shares or securities, or any other capital reorganization of the Company, other than as described in sections 5.1 or 5.2;

• (b) a consolidation, merger or amalgamation of the Company with or into another corporation resulting in a reclassification of outstanding Shares into other shares or securities or a change of Shares into other shares or securities;

• (c) an arrangement or other transaction under which, among other things, the business or assets of the Company become, collectively, the business and assets of two or more companies with the same shareholder group upon the distribution to the Company's shareholders, or the exchange with the Company's shareholders, of securities of the Company, or securities of another company, or both; or

• (d) a transaction whereby all or substantially all of the Company's undertaking and assets become the property of another corporation;

(any such event being herein called a " Corporate Reorganization ") the Optionee will receive (at the times, for the consideration, and subject to the terms and conditions set out in the Plan), in lieu of the Option Shares which he would otherwise have been entitled to purchase, the kind and amount of shares or other securities or property that he would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, the Optionee had been the holder of Option Shares or if appropriate, as otherwise determined by the Board.

5.4 Determination of Option Price and Number of Option Shares

If any questions arise at any time with respect to the Option Price or number of Option Shares deliverable upon exercise of an Option following a Share Reorganization, Special Distribution or Corporate Reorganization, such questions shall be conclusively determined by the Company's auditor, or, if they decline to so act, any other firm of Chartered Accountants, that the Board may designate and who will

• 9 -

have access to all appropriate records and such determination will be binding upon the Company and all Optionees.

5.5 Regulatory Approval

Any adjustment to the Option Price or the number of Option Shares purchasable under the Plan pursuant to the operation of any one of sections 5.1, 5.2 or 5.3 is subject to the approval of the Exchanges and any other governmental authority having jurisdiction to the extent required.

6. MISCELLANEOUS

6.1 Right to Employment

Neither this Plan nor any of the provisions hereof shall confer upon any Optionee any right with respect to employment or continued employment with the Company or any subsidiary of the Company or interfere in any way with the right of the Company or any subsidiary of the Company to terminate such employment.

6.2 Necessary Approvals

The Plan shall be effective only upon the approval of the shareholders of the Company given by way of an ordinary resolution. Any Options granted under this Plan prior to such approval shall only be exercisable, to the extent to which such Options are then Vested, upon the receipt of such approval and after receiving Disinterested Shareholder Approval (as required by the Exchanges) of each such Option granted prior to approval of the Plan. Disinterested Shareholder Approval will be obtained for any reduction in the exercise price of any Option granted under this Plan if the Optionee is an Insider of the Company at the time of the proposed amendment. The obligation of the Company to sell and deliver Shares in accordance with the Plan is subject to the approval of the Exchanges and any governmental authority having jurisdiction to the extent required. If any Shares cannot be issued to any Optionee for any reason, including, without limitation, the failure to obtain such approval, then the obligation of the Company to issue such Shares shall terminate and any Option Price paid by an Optionee to the Company shall be immediately refunded to the Optionee by the Company.

6.3 Administration of the Plan

The Board shall, without limitation, have full and final authority in its discretion, but subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations deemed necessary or advisable in respect of the Plan. Except as set forth in section 5.4, 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 Company and all costs in respect thereof shall be paid by the Company.

6.4 Withholding Taxes

The Company or any subsidiary of the Company may take such steps as are considered necessary or appropriate for the withholding and/or remittance of any taxes which the Company or any subsidiary of the Company is required by any law or regulation of any governmental authority whatsoever to withhold and/or remit in connection with any Option or Option exercise including, without limiting the generality of the foregoing, the withholding and/or remitting of all or any portion of any payment or the withholding of the issue of Shares to be issued upon the exercise of any Option until such time as the Optionee has paid to the Company or any subsidiary of the Company (in addition to the exercise price

• 10 -

payable for the exercise of Options) the amount which the Company or subsidiary of the Company reasonably determines is required to be withheld and/or remitted with respect to such taxes.

6.5 Amendments to the Plan

The Board may from time to time, subject to applicable law and to the prior approval, if required, of the shareholders of the Company, the Exchanges or any other regulatory body having authority over the Company or the Plan, suspend, terminate or discontinue the Plan at any time, or amend or revise the terms of the Plan or of any Option granted under the Plan and the Option Agreement relating thereto, provided that no such amendment, revision, suspension, termination or discontinuance shall in any manner adversely affect any Option previously granted to an Optionee under the Plan without the consent of that Optionee.

6.6 Form of Notice

A notice given to the Company shall be in writing, signed by the Optionee and delivered to the head business office of the Company.

6.7 No Representation or Warranty

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

6.8 Compliance with Applicable Law

If any provision of the Plan or any Option Agreement contravenes any law or any order, policy, by-law or regulation of any regulatory body or Exchange having authority over the Company or the Plan, then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith. All Options are subject to the rules and regulations of the applicable regulatory authorities and securities laws.

6.9 No Assignment

No Optionee may assign any of his or her rights under the Plan or any option granted thereunder.

6.10 Rights of Optionees

An Optionee shall have no rights whatsoever as a shareholder of the Company in respect of any of the Option Shares (including, without limitation, voting rights or any right to receive dividends, warrants or rights under any rights offering) until (i) full payment has been made to the Company, and (ii) a share certificate or share certificates have been duly issued, and then only with respect to the Option Shares represented by such share certificate or share certificates. .

6.11 Conflict

In the event of any conflict between the provisions of this Plan and an Option Agreement, the provisions of this Plan shall govern.

6.12 Governing Law

The Plan and each Option Agreement issued pursuant to the Plan shall be governed by the laws of the Province of Alberta.

• 11 -

6.13

Time of Essence

Time is of the essence of this Plan and of each Option Agreement. No extension of time will be deemed to be or to operate as a waiver of the essentiality of time.

6.14 Entire Agreement

This Plan and the Option Agreement sets out the entire agreement between the Company and the Optionees relative to the subject matter hereof and supersedes all prior agreements, undertakings and understandings, whether oral or written.

• 12 -

SCHEDULE " A "

KATIPULT TECHNOLOGY CORP .

STOCK OPTION PLAN - OPTION AGREEMENT

[The following legend is required in respect of : (i) Options with an Option Price at a discount to the Market Price ; or (ii) Options granted to directors , officers , promoters of the Company or persons holding securities carrying more than 10% of the voting rights and who have elected or appointed or have the right to elect or appoint one or more directors or senior officers of the Company : Without prior written approval of the TSX Venture Exchange and compliance with all applicable securities legislation , the securities represented by this agreement and any securities issued upon exercise thereof may not be sold , transferred , hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until  , 202  [four months and one day after the date of grant] . ]

This Option Agreement is entered into between Katipult Technology Corp. (the "Company") and the Optionee named below pursuant to the Company's 2019 Stock Option Plan (the "Plan"), a copy of which is attached hereto, and confirms that:

1. on , 20 (the "Grant Date");

2.  (the "Optionee");

3. was granted the option (the "Option") to purchase  Common Shares (the "Option Shares") of the Company;

4. for the price (the Option Price") of $ per Option Share;

5. which shall be exercisable immediately commencing on the Grant Date [OR set forth applicable vesting schedule];

6. terminating on the , 20 (the "Expiry Date");

all on the terms and subject to the conditions set out in the Plan. For greater certainty, Option Shares continue to be exercisable until the termination or cancellation thereof as provided in this Option Agreement and the Plan.

The Optionee acknowledges that any Option Shares received by him upon exercise of the Option have not been registered under the United States Securities Act of 1933 , as amended, or the Blue Sky laws of any state (collectively, the " Securities Acts "). The Optionee acknowledges and understands that the Company is under no obligation to register, under the Securities Acts, the Option Shares received by him or to assist him in complying with any exemption from such registration if he should at a later date wish " " to dispose of the Option Shares. [Following to be included in Option Agreements with U . S . Persons - The Optionee acknowledges that the Option Shares shall bear a legend restricting the transferability thereof, such legend to be substantially in the following form (or such other form as may be advised by counsel to the Company):

" The shares represented by this certificate have not been registered or qualified under the United States Securities Act of 1933 , as amended or state securities laws . The shares may not be offered for sale , sold , pledged or otherwise disposed of unless so registered or qualified , unless an exemption exists or unless such disposition is not subject to U . S . federal or state securities laws , and the Company may require that

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the availability of any exemption or the inapplicability of such securities laws be established by an " opinion of counsel , which opinion of counsel shall be reasonably satisfactory to the Company . ]

By signing this Option Agreement, the Optionee acknowledges that the Optionee has read and understands the Plan and agrees to the terms and conditions of the Plan and this Option Agreement.

Acknowledgement – Personal Information

The Optionee hereby acknowledges and consents to:

• (a) the disclosure to the TSX Venture Exchange and all other regulatory authorities of all personal information of the undersigned obtained by the Company; and

• (b) the collection, use and disclosure of such personal information by the TSX Venture Exchange and all other regulatory authorities in accordance with their requirements, including the provision to third party service providers, from time to time.

IN WITNESS WHEREOF the parties hereto have executed this Option Agreement as of the  day of , 20.

KATIPULT TECHNOLOGY CORP .

Per:

Signature

Authorized Signatory

Print Name

Address

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THIS IS SCHEDULE " B " ATTACHED TO AND MADE A PART OF THE MANAGEMENT INFORMATION CIRCULAR IN CONNECTION WITH THE ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF KATIPULT TECHNOLOGY CORP . TO BE HELD ON DECEMBER 1, 2021 AND ANY ADJOURNMENT THEREOF

RESTRICTED SHARE UNIT PLAN

1. PURPOSE

The purpose of the PIan is to attract, retain and motivate persons of training, experience and leaders hip as directors, officers, employees and consultants of the Corporation and its subsidiaries, to advance the long-term interests of the Corporation by providing such persons with the opportunity and incentive, through equity-based compensation, to acquire an ownership interest in the Corporation, and to promote a greater alignment of interests between such persons and shareholders of the Corporation.

2. DEFINITIONS AND INTERPRETATION

• 2.1 Definitions For purposes of the Plan, the following words and terms shall have the following meanings:

" Addendum " means the addendum for US Taxpayers (as defined in the Addendum) attached hereto as Addendum A - Special Provisions Applicable to US Taxpayers and forming part of the Plan;

" affiliate " means an " affiliated company " determined in accordance with the Securities Act and also includes those entities that are similarly related, whether or not any of the entities are corporations, companies, partnerships, limited partnerships, trusts, income trusts or investment trusts or any other organized entity issuing securities;

" associate " means an " associate " determined in accordance with the Securities Act ;

" Award " means a Restricted Share Unit granted under the Plan

" Award Agreement " means a RSU Award Agreement;

" Blackout Period " means an interval of time during which (a) trading in securities of the Corporation is restricted in accordance with the policies of the Corporation; or (b) the Corporation has otherwise determined that one or more participants may not trade in securities of the Corporation because they may be in possession of undisclosed material information (as defined under applicable securities laws);

" Board " means the board of directors of the Corporation or, if established and duly authorized to act, a committee of the board of directors of the Corporation;

" Business Day " means any day, other than Saturday, Sunday or any statutory holiday in the Province of Alberta, Canada;

" Canadian Taxpayer " means a Participant (other than a consultant) liable to pay income taxes in Canada as a result of the receipt of an Award or the settlement thereof;

" Change in Control " means the occurrence of any one or more of the following events:

• a) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Corporation or any of its subsidiaries and another corporation or other entity, as a result of which the holders of Shares prior to the completion of the

• 15 -

transaction hold less than 50% of the votes attached to all of the outstanding voting securities of the successor corporation or entity after completion of the transaction;

• b) a resolution is adopted to wind-up, dissolve or liquidate the Corporation;

• c) any person, entity or group of persons or entities acting jointly or in concert the "Acquiror") acquires, or acquires control (including the power to vote or direct the voting) of, voting securities of the Corporation which, when added to the voting securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror to cast or direct the casting of 50% or more of the votes attached to all of the Corporation's outstanding voting securities which may be cast to elect directors of the Corporation or the successor corporation (regardless of whether a meeting has been called to elect directors);

• d) the sale, transfer or other disposition of all or substantially all of the assets of the Corporation;

• e)

• as a result of or in connection with:

• (i) the contested election of directors; or

• (ii) a transaction referred to in paragraph (a) of this definition of " Change in Control ",

the nominees named in the most recent management information circular of the Corporation for election to the board of directors of the Corporation shall not constitute a majority of the Directors;

• f) the Board adopts a resolution to the effect that a transaction or series of transactions involving the Corporation or any of its affiliates that has occurred or is imminent is a Change in Control,

and for purposes of the foregoing, " voting securities " means the Shares and any other shares entitled to vote for the election of directors, and shall include any-securities which are not shares entitled to vote for the election of directors but which are convertible into or exchangeable for shares which are entitled to vote for the election of directors, including any options or rights to purchase such shares or securities;

" consultant " means a person, other than a director, officer or employee of the Corporation or of any subsidiary of the Corporation, that:

• a) is engaged to provide bona fide services to the Corporation or subsidiary, other than services provided in relation to a distribution of securities;

• b)

• provides the services under a written contract with the Corporation or subsidiary; and

• c) spends or will spend all or substantially all of his, her or its time and attention on the affairs and business of the Corporation or subsidiary;

and includes, for an individual consultant, a corporation of which the individual consultant is an employee or shareholder, and a partnership of which the individual consultant is an employee or partner, and, for greater certainty, includes consultants who provide outsourced or contract labour to the Corporation or a subsidiary, and employees of such consultants;

" Corporation " means Katipult Technology Corp., a corporation existing under the laws of Alberta;

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" Disability " means a medical condition that would qualify a Participant for benefits under a longterm disability plan of the Corporation or a subsidiary, of the Corporation;

" Disinterested Shareholder Approval " means approval by a majority of the votes cast by all the Corporation's shareholders at a duly constituted shareholders" meeting, excluding votes attached to shares of the Corporation beneficially owned by insiders to whom Awards may be granted under the Plan and their associates and affiliates;

" Dividend Equivalents " means the right, if any, granted under Section 11, to receive payments in Shares, based on dividends declared on Shares;

" Effective Date " means October 25, 2018;

" Eligible Person " means any director, officer, bona fide employee or consultant of the Corporation or any subsidiary of the Corporation who is eligible to receive Awards under the Plan;

" Exchange " means the TSX Venture Exchange or, if the Shares are no longer listed for trading on the TSX Venture Exchange, such other exchange or quotation system on which the Shares are listed or quoted for trading;

" Exchange Corporate Finance Manual " means the corporate finance manual published by the Exchange, as amended from time to time, or if the Shares are no longer listed for trading on the Exchange, the policies of such other exchange or quotation system on which the Shares are listed or quoted for trading;

" Grant Date " means the date on which an Award is made an Eligible Person in accordance with the provisions hereof;

" Insider " means:

• a) a director senior officer of the Corporation;

• b) a director or senior officer of a company that is an insider or subsidiary of the Corporation; or

• c) a Person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the Corporation;

" Investor Relations Activities " has the meaning ascribed to such term in the Securities Act ;

" Market Price " means the weighted average price of the Shares on the Exchange (or, if the Shares are not then listed and posted for trading on the Exchange, on such stock exchange in Canada on which such shares are listed and posted for trading as may be selected for such purpose by the Board) for the fare trading days immediately preceding the RSU Vesting Date, subject to a minimum price of $0.05;

" Option " means an option to purchase Shares granted under the Stock Option Plan;

" Participant " means an Eligible Person selected by the Board to participate in the Plan in accordance with the Plan, or his or her Personal Representatives, as the context requires;

" Person " means any individual, firm, partnership, limited partnership, limited liability company or partnership, unlimited liability company, joint stock company, association, trust, trustee, executor, administrator, legal or personal representative, government, governmental body, entity or authority, group, body corporate, corporation, unincorporated organization or association, syndicate, joint venture or any other entity, whether or not having legal personality, and any of the foregoing in any derivative, representative or fiduciary capacity and pronouns have a similar meaning;

• 17 -

"' Personal Representative " means:

• a) in the case of a Participant who, for any reason, is incapable of managing its affairs, the Person entitled by law to act on behalf of such Participant; and

• b) in the case of a deceased Participant, the executor or administrator of the deceased duly appointed by a court or public authority having jurisdiction to do so;

" Plan " means this Restricted Share Unit Plan, as amended or amended and restated from time to time;

" Restricted Share Unit " means a restricted share unit granted in accordance with Section 5.1, the value of which on any particular date shall be equal to the Market Price of one Share, and that represents the right to receive a Share for each Restricted Share Unit Held;

" Retirement " means:

• a) in the case of a director or an employee of the Corporation or any subsidiary of the Corporation, retirement as determined in accordance with the retirement policy of the Corporation or subsidiary, as such policy may exist from time to time; and

• b) in the case of a consultant, the completion of the term of the consultant's Service Agreement in accordance with its terms (for greater certainty, without being renewed);

" RSU Account " has the meaning ascribed thereto in Section 5.3;

" RSU Award Agreement " means a written confirmation agreement, substantially in the form of Schedule A - RSU Award Agreement, setting out the terms and conditions relating to a Restricted Share Unit and entered into in accordance with Section 5.2;

" RSU Vesting Date " means, with respect to Restricted Share Units granted to a Participant, the date determined in accordance with Section 5.4, which date, for Canadian Taxpayers, shall not be later than the date referred to in Section 5.2(b);

" Securities Act " means the Securities Act (Alberta), RSA 2000 c. S-4 , as at the date hereof;

" Security-Based Compensation Arrangement " shall include:

• a) stock option plans for the benefit of employees, Insiders, service providers, or any one of such groups;

• b) stock purchase plans where the Corporation provides financial assistance or where the Corporation matches the whole or a portion of the securities being purchased;

• c) stock appreciation rights involving issuances of securities from treasury;

• d) any other compensation or incentive mechanism involving the issuance or potential issuances of securities of the Corporation;

• e) security purchases from treasury by an employee, Insider, or service provider which is financially assisted by the Corporation by any means whatsoever;

and for the avoidance of doubt, "Security-Based Compensation Arrangements'' shall expressly exclude securities issued pursuant to employment inducements.

" Service Agreement " means any written agreement between a Participant and the Corporation or any subsidiary of the Corporation (as applicable), in connection with that Participant's employment, service or engagement as a director, officer, employee or consultant or the termination of such employment, service or engagement, as amended, replaced or restated from time to time;

" Shares " mean common shares of the Corporation;

• 18 -

" Stock Option Plan " the stock option plan of the Corporation as approved by the Board on June 27, 2019;

" subsidiary " means a " subsidiary " determined in accordance with the National instrument 45-106- Prospectus Exemptions ;

" Termination Date " means the date on which the Participant ceases to be actively employed by ceases to actively perform service to, or cease to be actively engaged by the Corporation and for any subsidiary of the Corporation (and not, for greater certainty, the date that is the end of any agreed or otherwise binding severance or notice period (whether express, implied, contractual, statutory or at common law)), without regard to whether the Participant continues thereafter to receive any compensatory payments or other amounts from the Corporation or any subsidiary of the Corporation;

• 2.2 Headings . The headings of all articles, sections, and paragraphs in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan.

• 2.3 Context ; Construction . Whenever the singular or masculine are used in the Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires.

• 2.4 Statutes . Any reference to a statute, regulation, rule, instrument, or policy statement shall refer to such statute, regulation, rule, instrument, or policy statement as the same may be amended, replaced or re-enacted from time to time.

• 2.5 Canadian Funds . Unless otherwise specifically provided, all references to dollar amounts in the Plan are references to lawful money of Canada. Any amounts paid on exercise or in settlement of an Award shall be paid in Canadian dollars.

• 2.6 Addendum . The following addendum is attached to, forms part of, and shall be deemed to be incorporated in, the Plan:

Addendum	Title
Addendum A	Special Provisions Applicable to US Taxpayers

• 2.7 Schedules . The following schedules are attached to, form part of, and shall be deemed to be incorporated in, the Plan:

Addendum	Title
A	RSU Award Agreement (including Schedule 1- Notice of Settlement of Restricted Share Units)

3.

ADMINISTRATION OF THE PLAN

• 3.1 The Plan shall be administered by the Board.

• 3.2 The Board shall have the power, where consistent with the general purpose and intent of the Plan and subject to the specific provisions of the Plan:

• 19 -

• a) to establish policies and to adopt rules and regulations for carrying out the purposes, provisions and administration of the Plan and to amend or revoke such policies, rules and regulations;

• b) to interpret and construe the Plan and to determine all questions arising out of the Plan and any Award awarded pursuant to the Plan, and any such interpretation, construction or determination made by the Board shall be final, binding and conclusive for all purposes;

• c) to determine the time or times when Awards will be awarded, subject to the requirements of applicable securities laws and regulatory requirements;

• d) to determine which Eligible Persons should be granted Awards;

• e)

• to determine the number of Awards to be awarded to Eligible Persons;

• f) to determine the term of Awards and the vesting criteria applicable to Awards (including performance vesting, if applicable);

• g) to determine if Shares which are subject to an Award will be subject to any restrictions upon the exercise or vesting of such Award;

• h) to prescribe the form of the instruments relating to the grant, exercise and other terms of Awards including the form of RSU Award Agreements and all ancillary documents and instruments related to the Plan and Awards; and

• i) subject to Section 10, to make all other determinations under, and such interpretations of, and to take all such other steps and actions in connection with the proper administration of the Plan as it, in its sole discretion, may deem necessary or advisable.

The Board's guidelines, rules, regulation, interpretations and determinations shall be conclusive and binding upon the Corporation and all other Persons.

Prior to its implementation by the Corporation, the Plan is subject to approval by the Exchange.

The Company represents and warrants that only those individuals listed in the definition of "Eligible Persons" will be eligible to be granted an Award under the Plan.

• 3.3 Delegation . The Board may delegate to any director, officer or employee of the Corporation, including but not limited to a committee of the Board, such of the Board's duties and powers relating to the Plan as the Board may see fit, subject to applicable law.

• 3.4 Use of Administrative Agent . The Board may in its sole discretion appoint from time to time one or more entities to act as administrative agent to administer Awards granted under the Plan and to act as trustee to hold and administer the Plan and the assets that may be held in respect of Awards granted under the Plan, the whole in accordance with the terms and conditions determined by the Board in its sole discretion.

• 3.5 Limitation of Liability and Indemnification . No member of the Board or a Committee of the Board will be liable for any action or determination taken or made in good faith with respect to the Plan or any Awards granted thereunder and each such member shall be entitled to indemnification by the Corporation with respect to any such action or determination in the manner provided for by the Board or a Committee of the Board.

4. SHARES SUBJECT TO THE PLAN AND PARTICIPATION LIMITS

• 20 -

• 4.1 Shares Subject to Awards . Subject to adjustment under the provisions of Section 7, the aggregate number of Shares to be reserved and set aside for issue upon the exercise or redemption and settlement for all Awards granted under this Plan shall be fixed at 1,000,000 Shares, provided that the number of Restricted Share Units granted to any one individual shall be limited to 1% of the total number of Shares outstanding at the time of any such grant and the total number of Restricted Share Units granted in any 12 month period shall be limited to 2% of the number of Shares outstanding.

• 4.2 Shares Available for Future Grants . Any Shares subject to an Award which for any reason expires without having been exercised or is forfeited or terminated shall again be available for future Awards under the Plan.

• 4.3 Participation Limits . The Plan, when combined with all of the Corporation's other previously established Security Based Compensation Arrangements, including the limitation imposed on the maximum number of Shares which may be issued pursuant to the exercise of Options under the Stock Option Plan, shall not result at any time in the grant of an Award:

• a) to any one Person in any 12 month period which could, when exercised, result in the issuance of Shares exceeding five percent (5%) on a non-diluted basis of the issued and outstanding Shares of the Corporation, calculated at the Award Date, unless the Corporation has obtained the requisite Disinterested Shareholder Approval to the grant;

• b) to any one Consultant in any 12 month period which could, when exercised, result in the issuance of Shares exceeding 2% of the issued and outstanding Shares on a non-diluted basis of the Corporation, calculated at the Award Date;

• c) to Persons employed or engaged by the Corporation to perform Investor Relations Activities shall not exceed 2% in the aggregate of the total number of issued and outstanding Shares on the Grant Date on a non-diluted basis; and

• d) to Insiders as a group that will result in the issuance of Shares at any time exceeding 10% of the issued and outstanding Shares on a non-diluted basis, calculated at the Award Date.

Any entitlement to acquire Shares granted pursuant to the Plan or other Securities Based Compensation Arrangement prior to the Participant becoming an Insider shall be excluded for the purposes of the limits set out in this Section 4.3(d).

• 4.4 Fractional Shares . No fractional Shares shall be issued upon the settlement of Restricted Share Units in Shares, and the Board may determine the manner in which fractional share value shall be treated.

5. RESTRICTED SHARE UNITS

• 5.1 Grant . Restricted Share Units may be granted to Eligible Persons at such time or times as shall be determined by the Board by resolution, pursuant to recommendations of the Board from time to time. The Grant Date of a Restricted Share Unit for purposes of the Plan will be the date on which the Restricted Share Unit is awarded by the Board, or such later date determined by the Board, subject to applicable securities laws and regulatory requirements.

• 5.2 Terms and Conditions of Restricted Share Units . Restricted Share Units shall be evidenced by an RSU Award Agreement, which shall specify such terms and conditions, not inconsistent with the Plan, as the Board shall determine, including:

• 21 -

• a)

• the number of Restricted Share Units to be awarded to the Participant;

• b) the period of time between the Grant Cate and the date on which the Restricted Share Unit is fully vested and may be settled by the Participant, before being subject to forfeiture or termination, which period of time, for Canadian Taxpayers, shall in no case be later than December 31 of the calendar year which is four years after the calendar year in which the Grant Date occurs;

• c) whether and to what extent Dividend Equivalents will be credited to a Participant's RSU Account in accordance with Section 11;

• d) in the case of a Canadian Taxpayer, in respect of each Restricted Share Unit that may be awarded under the RSU Award Agreement, the year in which the services to which the Restricted Share Unit relates were rendered; and

• e) such other terms and conditions, not inconsistent with the Plan, as the Board shall determine, including customary representations, warranties and covenants with respect to securities law matters.

For greater certainty, each RSU Award Agreement may contain terms and conditions in addition to those set forth in the Plan and, if applicable, the Addendum. No Shares will be issued on the Grant Date and the Corporation shall not be required to set aside a fund for the payment of any such Awards.

• 5.3 RSU Accounts . A separate notional account shall be maintained for each Participant with respect to Restricted Share Units granted to such Participant an "RSU Account") in accordance with Section 12.3. Restricted Share Units awarded to the Participant from time to time pursuant to Sections 5.1 shall be credited to the Participant's RSU Account and shall vest in accordance with Section 5.4. On the vesting of the Restricted Share Units pursuant to Section 5.4 and the corresponding issuance of Shares to the Participant pursuant to Section 5.5, or on the forfeiture or termination of the Restricted Share Units pursuant to the terms of the Award, the Restricted Share Units credited to the Participant's RSU Account will be cancelled.

• 5.4 Vesting . Subject to Section 9, unless otherwise determined by the Board in accordance with the provisions hereof, or unless otherwise specified in the Participant's Service Agreement or RSU Award Agreement, each Restricted Share Unit shall vest and shall be settled when all applicable restrictions shall have lapsed (which shall be the " RSU Vesting Date "). Unless otherwise determined by the Board in accordance with the provisions hereof, or unless otherwise specified in the Participant's Service Agreement or RSU Award Agreement, each Restricted Share Unit shall vest and shall be settled as follows:

• a) 50% of the Restricted Share Units on the second anniversary of the Grant Date;

• b) 25% of the Restricted Share Units on the third anniversary of the Grant Date; and

• c) 25% of the Restricted Share Units on the fourth anniversary of the Grant Date.

5.5 Settlement .

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• a) The Restricted Share Units may be settled by delivery by the Participant to the Corporation of a notice of settlement, substantially in the form attached as Schedule 1 - Notice of Settlement of Restricted Share Units attached to the RSU Award Agreement, acknowledged by the Corporation. On settlement, the Corporation shall, for each vested Restricted Share Unit being settled, deliver to the Participant one Share with a deemed value of the Market Price of one Share as of the RSU Vesting Date. No certificates for Shares issued in settlement will be issued to the Participant until the Participant and the Corporation have each completed all steps required by law to be taken in connection with the issuance of the Shares, including receipt from the Participant of payment or provision for all withholding taxes due as a result of the settlement of the Restricted Share Units. The delivery of certificates representing the Shares to be issued in settlement of Restricted Share Units will be contingent upon the fulfilment of any requirements contained in the RSU Award Agreement or applicable provisions of laws.

• b) For greater certainty, for Canadian Taxpayers, in no event shall such settlement be later than the period of time specified in Section 5.2(b).

• 5.6 Termination of Restricted Share Unit Due to Termination of Employment , Service or Engagement . Unless otherwise determined by the Board, or unless otherwise provided in the Participants Service Agreement or RSU Award Agreement, if a Participant's employment, service or engagement terminates in any of the following circumstances, Restricted Share Units shall be treated in the manner set forth below:

Reason for Termination	Treatment of Restricted Share Units
Death	All outstanding Restricted Share Units shall vest as of the date of death shall be available for settlement in accordance with Section 5.5.
Retirement	All outstanding Restricted Share Units shall vest as of the date of Retirement and shall be available for settlement in accordance with Section 5.5.
Disability	All outstanding Restricted Share Units shall vest as of the date of Disability, and shall be available for settlement in accordance with Section 5.5.
Resignation	Outstanding Restricted Share Units that were vested on or before the date of resignation shall be available for settlement in accordance with Section 5.5 as of the date of resignation, after which time all other Restricted Share Units shall in all respects terminate.
Termination without Cause/Wrongful Dismissal - No Change in Control Involved	Outstanding Restricted Share Units that were vested on or before the Termination Date shall be available for settlement in accordance with Section 5.5 as of the Termination Date. Outstanding Restricted Share Units that would have vested on the next vesting date following the Termination Date shall be settled in accordance with Section 5.5 as of such vesting date. Subject to the foregoing, any remaining Restricted Share Units shall in & respects terminate as of the Termination Date.
Change in Control	Restricted Share Units vest immediately prior to Change of Control.

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Treatment of Restricted Share Units

Reason for Termination

Termination of All outstanding Restricted Share Units (whether vested or unvested) shall the Participant automatically terminate on the Termination Date and be forfeit. for Just Cause

6. NON-ASSIGNABILITY AND NON-TRANSFERABILITY OF AWARDS

An Award granted pursuant to this Plan is personal to the Participant and may not be assigned, transferred, charged, pledged or otherwise alienated, other than to a Participant's Personal Representatives.

7. ADJUSTMENTS

• 7.1 The number and kind of Shares to which an Award pertains shall be adjusted in the event of a reorganization, recapitalization, stock split or redivision reduction, combination or consolidation, stock dividend, combination of shares, merger, consolidation, rights offering or any other change in the corporate structure or shares of the Corporation, in such manner, if any, and at such time, as the Board, in its sole discretion, may determine to be equitable in the circumstances. Failure of the Board to provide for an adjustment shall be conclusive evidence that the Board has determined that it is equitable to make no adjustment in the circumstances. If an adjustment result-in a fractional share, the fraction shall be disregarded.

• 7.2 If at any time the Corporation grants to its shareholders the right to subscribe for and purchase pro rata additional securities of any other corporation or entity, there shall be no adjustmentsmade to the Shares or other securities subject to an Award in consequence there-of and the Awards shall remain unaffected.

• 7.3 The adjustments provided for in this Section 7 shall be cumulative.

• 7.4 On the happening of each and every of the foregoing events, the applicable provisions of the Plan shall be deemed to be amended accordingly and the Board shall take all necessary action so as to make all necessary adjustments in the number and kind of securities subject to any outstanding Award (and the Plan).

8. PRIORITY OF AGREEMENTS

• 8.1 Priority of Agreements . In the event of any inconsistency or conflict between the provisions of a Participant's Award Agreement and the Plan, the provisions of the Plan shall prevail with respect to such Participant. In the event of any inconsistency or conflict between the provisions of If (i) the Plan and/or a Participant's Award Agreement, and (ii) a Participant's Service Agreement, the provisions of the Participant's Service Agreement shall prevail with respect to such Participant unless the terms of the Participant's Service Agreement would either (i) cause a violation of US Code 409A in respect of a US Taxpayer (as defined in the Addendum) or (ii) cause the Plan to be a "salary deferral arrangement" as defined in the Income Tax Act (Canada) in respect of a Participant that is a Canadian Taxpayer, in which case the terms of the Plan shall prevail.

• 8.2 Vesting and Termination Provisions in Service Agreements . In the event that a Participant's Service Agreement contains provisions respecting the vesting of the dates upon which any or all

• 24 -

outstanding Awards shall be exercisable or settled, without regard to whether such Awards have otherwise vested in accordance with their terms, or provisions respecting the expiry, forfeiture and termination of such Awards, the vesting or expiry, forfeiture and termination of such Awards, as applicable, shall be governed by the terms and conditions of the Participant's Service Agreement with respect to such Participant.

• 25 -

9. CHANGE IN CONTROL - TREATMENT OF AWARDS

• 9.1 Change in Control . Unless otherwise determined by the Board, or unless otherwise provided in the Participant's Service Agreement or Award Agreement, if a Change in Control shall conclusively be deemed to have occurred, then there shall be immediate full vesting of each outstanding Award granted subject to any required approval of the Exchange, which may be exercised and settled, in whole or in part, even if such Award is not otherwise exercisable or vested by its terms.

In addition, if the Board determines that a Change of Control is imminent the Board, in its discretion, may authorize and implement any one or more of the following additional courses of action:

• a) terminate without any payment or consideration, any Awards not exercised, settled or surrendered by the effective time of the Change of Control; and

• b) cause the Corporation to offer to acquire from each Award holder his or her Awards for a cash payment, and any Awards not so acquired, surrendered or exercised by the effective time of the Change of Control will be deemed to have expired.

• 9.2 Change in Control . Notwithstanding Section 9.1, in the event of a Change in Control, the Board shall have the right but not the obligation, and without the consent of any Participant, to permit each Participant, within a specified period of time prior to the completion of the Change in Control as determined by the Board, to settle all of the Participant's outstanding Restricted Share Units {to the extent then vested and exercisable, including by reason of acceleration by the Board pursuant to Section 9.3 or in accordance with the Award Agreement) but subject to and conditional upon the completion of the Change in Control and any required approval of the Exchange.

• 9.3 Discretion to Accelerate Awards . Notwithstanding Section 9.1, and subject to any required approval of the Exchange, in the event of a Change in Control, the Board may accelerate the dates upon which any or all outstanding Awards shall vest and be exercisable or settled, without regard to whether such Awards have otherwise vested in accordance with their terms.

• 9.4 Termination of Awards on Mange in Control . Subject to and conditional upon completion of the Change in Control event, the Plan and all outstanding Awards, vested and unvested, shall be deemed to be terminated, without further act or formality, except to the extent required under Sections 9.1 and 13.2, if applicable.

• 9.5 Further Assurances on Change in Control . The Participant shall execute such documents and instruments and take such other actions, including exercise or settlement of Awards vesting pursuant to Section 9.2 or the Award Agreement, as may be required consistent with the foregoing; provided, however, that the exercise or settlement of Awards vesting pursuant to Section 9.2 or the Award Agreement shall be subject to the completion of the Change in Control event.

• 9.6 Awards Need Not be Treated Identically . In taking any of the actions contemplated by this Section 9, the Board shall not be obligated to treat all Awards held by any Participant, or all Awards in general, identically.

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10. AMENDMENT , SUSPENSION OR TERMINATION OF PLAN AND AWARDS

• 10.1 Discretion to Amend the Plan and Awards . The Board may amend the Plan or Awards at any time, provided, however , that no such amendment may materially and adversely affect any Award previously granted to a Participant without the consent of the Participant, except to the extent required by applicable law (including Exchange requirements). Any amendment under this Section shall be subject to all necessary regulatory approvals.

• 10.2 Amendments Requiring Shareholder Approval . Notwithstanding Section 10.1, no amendment to the Plan or Awards to:

• a) extend the date on which a Restricted Share Unit will be forfeited or terminated in accordance with its terms, other than in accordance with Section 13.3;

• b) increase the maximum number of Shares reserved for issuance under the Plan;

• c) revise the participation limits set out in Section 4.3;

• d) revise Section 6 to permit Awards granted under the Plan to be transferable or assignable other than for estate settlement purposes;

• e) amendments to the definition of "Eligible Person" that may permit the introduction or reintroduction of non-executive directors on a discretionary basis; or

• f) revise the amending provisions set forth in Section 10.1 or 10.2;

shall be made without obtaining approval of the shareholders or Disinterested Shareholders, of the Corporation, as applicable, in accordance with the requirements of the Exchange.

• 10.3 Amendment , Suspension or Discontinuance . No amendment, suspension or discontinuance of the Plan or of any Award may contravene the requirements of the Exchange or any securities commission or other regulatory body to which the Plan or the Corporation is now or may hereafter be subject to. Termination of the Plan shall not affect the ability of the Board to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

• 10.4 Tax Provisions . Notwithstanding the foregoing, no amendment to the Plan shall cause the Plan or Restricted Share Units granted to a Canadian Taxpayer hereunder to be made without the consent of such Canadian Taxpayer if the result of such amendment would be to cause the Restricted Share Units to be a 'salary deferral arrangement" under the Income Tax Act (Canada).

11. DIVIDEND EQUIVALENTS

The Board may determine whether and to what extent Dividend Equivalents will be credited to a Participant's RSU Account with respect to Awards of Restricted Share Units. Dividend Equivalents to be credited to a Participant's RSU Account shall be credited as follows:

• a) any cash dividends or distributions credited to the Participant's RSU Account shall be deemed to have been invested in additional Restricted Share Units on the record date established for the related dividend or distribution in an amount equal to the greatest whole number which may be obtained by dividing (i) the value of such dividend or distribution on the record date by (ii) the Market Price of one Share on such record date, and such additional Restricted Share Unit shall be subject to the same terms and

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conditions as are applicable in respect of the Restricted Share Unit with respect to which such dividends or distributions were payable and

• b) if any such dividends or distributions are paid in Shares or other securities, such Shares and other securities shall be subject to the same vesting, performance and other restrictions as apply to the Restricted Share Units with respect to which they were paid.

No Dividend Equivalent will be credited to or paid on Awards of Restricted Share Units that have expired or that have been forfeited or terminated.

12. MISCELLANEOUS

• 12.1 No Rights as a Shareholder . Nothing contained in the Plan nor in any Award granted hereunder shall be deemed to give any Person any interest or title in or to any Shares or any rights as a shareholder of the Corporation or any other legal or equitable right against the Corporation whatsoever with respect to Shares issuable pursuant to an Award until such Person becomes the holder of record of Shares.

• 12.2 Employment . Nothing contained in the Plan shall confer upon any Participant any right with respect to employment or continued employment or the right to continue to serve as a Director or a consultant as the case may be, or interfere in any way with the right of the Corporation to terminate such employment or service at any time. Participation in the Plan by an Eligible Person is voluntary.

• 12.3 Record Keeping . The Corporation shall maintain appropriate registers in which shall be recorded all pertinent information with respect to the granting, amendment, exercise, vesting, expiry, forfeiture and termination of Awards. Such registers shall include, as appropriate:

• a) the name and address of each Participant;

• b) the number of Awards credited to each Participant's account;

• c) any and all adjustments made to Awards recorded in each Participant's account; and

• d) such other information which the Corporation considers appropriate to record in such registers.

• 12.4 Income Taxes . As a condition of and prior to participation in the Plan, an Eligible Person shall authorize the Corporation in written form to withhold from any payment otherwise payable to such Eligible Person any amounts required by any taxing authority to be withheld for taxes of any kind as a consequence of such participation in the Plan, issuance of any Shares pursuant to the Plan.

• 12.5 No Representation or Warranty . The Corporation makes no representation or warranty as to the future market value of any Shares issued pursuant to the Plan.

• 12.6 Direction to Transfer Agents . Upon receipt of a certificate of an authorized officer of the Corporation directing the issue of Shares issuable under the Plan, the transfer agent of the Corporation is authorized and directed to issue and countersign share certificates for the Shares subject to the applicable Award in the name of such Participant or as may be directed in writing by the Participant.

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13. TERM OF AWARD , EXPIRY , FORFEITURE AND TERMINATION OF AWARDS/BLACKOUT PERIODS

• 13.1 Term of Award . Subject to Section 13.3, in no circumstances shall the term of an Award exceed ten years from the Grant Date.

• 13.2 Expiry , Forfeiture and Termination of Awards . If for any reason an Award expires without having been exercised or is forfeited or terminated, and subject to any extension thereof in accordance with the Plan, such Award shall forthwith expire and be forfeited and shall terminate and be of no further force or effect,

• 13.3 Blackout Periods . Notwithstanding any other provision of the Plan, if the expiry date or vesting date of an Award is (i) during a Blackout Period, or (ii) within ten Trading Days following the end of a Blackout Period, the expiry date or vesting date, as applicable, will be automatically extended for a period of ten Trading Days following the n d of the Blackout Period, provided that the following requirements are satisfied:

• a) the Blackout Period must be formally imposed by the Corporation pursuant to its internal trading policies. For greater certainty, in the absence of the Corporation formally imposing a Blackout Period, the expiry date of any Awards will not be automatically extended in any circumstances;

• b) the Blackout Period must expire upon the general disclosure of the undisclosed Material Information; and

• c) the automatic extension of a Participant's Award will not be permitted where the Participant or the Corporation is subject to a cease trade order (or similar order under securities laws) in respect of the Corporation's securities.

14. GOVERNING LAW

The Plan shall be construed in accordance with and be governed by the laws of Alberta and shall be deemed to have been made therein.

15. REGULATORY AND SHAREHOLDER APPROVAL

• 15.1 The Plan shall be subject to the approval of any relevant regulatory authority whose approval is required. Any Awards granted prior to such approval and acceptance shall be conditional upon such approval and acceptance being given and no such Awards may be exercised or shall vest unless such approval and acceptance is given.

• 15.2 The Plan shall be subject to Disinterested Shareholder Approval to be sought at the Corporation's next duly called annual general meeting.

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16. EFFECTIVE DATE OF THE PLAN

The Plan is dated with effect as of the Effective Date.

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ADDENDUM A

SPECIAL PROVISIONS APPLICABLE TO US TAXPAYERS

This Addendum sets forth special provisions of the Plan that apply to US Taxpayers (as defined below) and forms part of the Plan. All capitalized terms, to the extent not otherwise defined herein, shall have the meanings set forth in the Plan.

1 DEFINITIONS

• 1.1 For the purposes of this Addendum:

" Separation From Service " shall mean that employment with the Corporation and any entity that is to be treated as a single employer with the Corporation for purposes of United States Treasury Regulation Section 1.409A-1(h) terminates such that it is reasonably anticipated that no further services will be performed;

" Specified Employee " means a US Taxpayer who meets the definition of "specified employee," as defined in Section 409A(a)(2)(B)(i) of the US Code;

" US Code " means the United States Internal Revenue Us Code Of 1986 and any applicable United States Treasury Regulations and other binding regulatory guidance thereunder;

" US Code Section 409A " means Section 409A of the US Code and the regulations and other guidance promulgated thereunder;

" US Code Section 409A Award " means an Award that is "nonqualified deferred compensation" within the meaning of US Code Section 409A;

" US Taxpayer " means a Participant who is a citizen or resident of the United States for purposes of the LIS Code, or whose Awards under the Plan are subject, or would be subject, absent an exemption, to US Code Section 409A;

2 . RESTRICTED SHARE UNITS

• 3.1 Settlement of Restricted Share Units for US Taxpayers . Notwithstanding the timing of settlement described in Sections 5.5 and 5.6 of the Plan, but subject to Section 4.4 of this Addendum, for US Taxpayers, all settlements of Restricted Share Units credited to a US Taxpayer's RSU Account shall take place within 30 days of the date such Restricted Share Units vest without receipt of the Notice of Settlement of Restricted Share Units from the US Taxpayer.

• 3 . TAXES

• 3.1 Payment of Taxes . Each US Taxpayer is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of such US Taxpayer in connection with the Plan or any other plan maintained by the Corporation (including any taxes and penalties under US Code Section 409A), and neither the Corporation nor any subsidiary of the Corporation shall have any obligation to indemnify or otherwise hold such US Taxpayer (or any Participant ) harmless from any or all of such taxes or penalties.

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• 3.2 Tax Withholding . A US Taxpayer shall be required to pay to the Corporation, and the Corporation shall have the right and is hereby authorized to withhold, from any compensation payable under the Plan, or from any other compensation or amounts owing to the US Taxpayer, the amount of any required withholding taxes in respect of amounts paid under the Plan and to take such other action as may be necessary in the opinion of the Corporation to satisfy all obligations for the payment of such withholding and taxes.

• 4 . MISCELLANEOUS

• 4 . 1 Non-Assignability . Section 6 of the Plan shall only be available to US Taxpayers with respect to Restricted Share Units to the extent permissible under US law.

• 4 . 2 Amendments . Notwithstanding the provisions of Section 10 of the Plan, no amendment in respect of an Award to a US Taxpayer shall be made without the consent of such US Taxpayer if the result of such amendment would be to cause the Award to violate the requirements of US Code Section 409A.

• 4 . 3 Effective Dates Shareholder Approval . The Plan including the Addendum shall become effective upon the Effective Date. Awards may be granted under this Addendum from and after the Effective Date.

• 4 . 4 US Code Section 409A Awards . If an Award is determined to constitute a US Code Section 409A Award, the Award shall be subject to such additional rules and requirements as specified by the Board from time to time in order to comply with U.S Code Section 409A. In this regard, if any amount under a US Code Section 409A Award is payable upon a Separation From Service to a Participant who is considered a Specified Employee, then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the Participant's date of Separation From Service, or (ii) the Participant's death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to US Code Section 409A.

• 4.5 Priority . Except as specifically provided in this Addendum, the provisions of the Plan and the Participant's Award Agreement shall govern. For Participants who are US Taxpayers, in the event of any inconsistency or conflict between the provisions of (i) the Plan and/or a Participant's Award Agreement, and (ii) this Addendum, the terms of this Addendum shall prevail.

SCHEDULE " A "

RSU AWARD AGREEMENT

This RSU Award Agreement (the " Agreement ") is made as of __, 20_ between Katipult Technology Corp., a corporation existing under the laws of the Province of Alberta (the " Company "), and __ (the " Participant ")

DEFINITIONS

Unless otherwise defined, capitalized terms used in this Agreement have the meaning given to them in the Corporation's restricted share unit plan dated effective October 25, 2018 (the " Plan ").

GRANT AND VESTING PROVISIONS

The Corporation hereby grants the Participant an aggregate of ______ Restricted Share Units (" RSUs "), subject to the terms and conditions in this Agreement and in the Plan. RSUs shall be settled by the corporation in accordance with the Plan and the Participant's Service Agreement, as applicable, only to the extent that the RSUs have vested. Subject to the terms and conditions set forth in the Plan, each RSU shall vest as follows:

RSU Vesting Date Number of RSUs

SETTLEMENT OF RSUs

The RSUs shall be settled in Shares on each of the applicable RSU Vesting Dates, by the delivery by the Participant to the Corporation of a notice of settlement, substantially in the form attached as Schedule 1 - Notice of Settlement of Restricted Share Units, acknowledged by the Corporation.

TERMINATION OF RSUs

Unless otherwise determined by the Board, or unless otherwise provided under the Participant's Service Agreement, as applicable, if the Participant's employment, service or engagement terminates, RSUs shall be treated in the manner as set forth in Section 5.6 of the Plan.

ATTRIBUTES OF RSUs

RSUs, whether or not vested, shall at all times be held by the Participant subject to and in accordance with the Plan, the terms of which are deemed to be incorporated by reference. The Participant hereby confirms that a copy of the Plan has been made available, and agrees to be bound by it.

DIVIDEND EQUIVALENTS

The value of any dividend payments shall be credited to the Participant's RSU Account in the form of additional RSUs as described in Section 11 of the Plan.

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MISCELLANEOUS PROVISIONS

Notices . Any notice given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or email and addressed:

To the Corporation at:

Address: Katipult Technology Corp. 340-318 11 Ave SE, Calgary, AB T2G 0Y2 Attention: Gord Breese, President and Chief Executive Officer Email: gbreese@katipult.com

To the Participant at:

Address: Attention: Email:

If the Participant subsequently provides the Corporation with a new address, or if the Corporation moves its corporate head office, this new address shall be deemed the new address for notices delivered under this Agreement.

Successors and Assigns . This Agreement shall be binding upon the Corporation and its successors and assigns and shall enure to the benefit of the Participant and his or her Personal Representatives.

Entire Agreement . This Agreement, together with the terms of the Plan, constitute the entire agreement between the parties and supersedes all prior agreements, negotiations, discussions and understandings, written or oral, between the parties.

Governing Law . This Agreement shall be construed in accordance with and be governed by the laws of Alberta, Canada and shall be deemed to have been made therein.

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

KATIPULT TECHNOLOGY CORP .

Authorized Signatory Name: Title:

(Name of Participant)

SCHEDULE " 1 "

NOTICE OF SETTLEMENT OF RESTRICTED SHARE UNITS

I, _________, in respect of the Restricted Share Units that were granted to me on _________ by Katipult Technology Corp. (the " Corporation ') pursuant to the Corporation's Restricted Share Unit Plan (the " Plan "), hereby elect upon settlement of the Restricted Share Units (including for any fractional Restricted Share Units) to receive Shares calculated in accordance with Section 5.5(a) of the Plan.

In connection with the settlement of the Restricted Share Units, I (check one):

• (b) enclose cash, a certified cheque, bank draft or money order payable to the Corporation in the amount of $______ as full payment for the applicable withholding taxes; or

• (c) undertake to direct that such number of Shares are to be sold, and the proceeds of such Shares delivered to the Corporation, as is necessary to put the Corporation in funds equal to the amount that would have otherwise been required in (a) above.

Dated this _ day of __, 20__.

Participant's Signature

Name of Participant

THIS IS SCHEDULE " C " ATTACHED TO AND MADE A PART OF THE MANAGEMENT INFORMATION CIRCULAR IN CONNECTION WITH THE ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF KATIPULT TECHNOLOGY CORP . TO BE HELD ON DECEMBER 1, 2021 AND ANY ADJOURNMENT THEREOF

AUDIT COMMITTEE CHARTER

Mandate

The primary function of the Audit Committee is to assist the Company's board of directors (the " Board of Directors ") in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company's systems of internal controls regarding finance and accounting and the Company's auditing, accounting, and financial reporting processes. Consistent with this function, the Audit Committee will encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels. The Audit Committee's primary duties and responsibilities are to:

• (a) Serve as an independent and objective party to monitor the Company's financial reporting and internal control system and review the Company's financial statements.

• (b) Review and appraise the performance of the Company's external auditors.

• (c) Provide an open avenue of communication among the Company's auditors, financial and senior management and the Board of Directors.

Composition

The Audit Committee shall be comprised of at least three directors as determined by the Board of Directors, the majority of whom shall be free from 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.

At least one member of the Audit Committee shall have accounting or related financial management expertise. All members of the Audit Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Company's Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company's financial statements.

The members of the Audit Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders' meeting. Unless a Chair is elected by the full Board of Directors, the members of the Audit Committee may designate a Chair by a majority vote of the full Audit Committee membership.

Meetings

The Audit Committee shall meet at least four times annually , or more frequently as circumstances dictate. As part of its job to foster open communication, the Audit Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

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Responsibilities and Duties

To fulfill its responsibilities and duties, the Audit Committee shall:

Documents/Reports Review

• (a) Review and update this Charter annually.

• (b) Review the Company's financial statements, MD&A and any annual and interim earnings press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

External Auditors

• (a) Review annually, the performance of the external auditors who shall be ultimately accountable to the Board of Directors and the Audit Committee as representatives of the shareholders of the Company.

• (b) Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, in accordance with any applicable regulatory requirements.

• (c) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.

• (d) Take, or recommend that the full Board of Directors take, appropriate action to oversee the independence of the external auditors.

• (e) Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

• (f) At least annually, consult with the external auditors, without the presence of management, about the quality of the Company's accounting principles, internal controls and the completeness and accuracy of the Company's financial statements.

• (g) Review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.

• (h) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.

• (i) Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company's external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:

• i. the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of fees paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;

• ii. such services were not recognized by the Company at the time of the engagement to be non-audit services; and

• iii. such services are promptly brought to the attention of the Audit Committee by the Company and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the Board of

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Directors to whom authority to grant such approvals has been delegated by the Audit Committee.

Provided the pre-approval of the non-audit services is presented to the Audit Committee's first scheduled meeting following such approval, such authority may be delegated by the Audit Committee to one or more independent members of the Audit Committee.

Financial Reporting Processes

• (a) In consultation with the external auditors, review with management the integrity of the Company's financial reporting process, both internal and external.

• (b) Consider the external auditors' judgments about the quality and appropriateness of the Company's accounting principles as applied in its financial reporting.

• (c) Consider and approve, if appropriate, changes to the Company's auditing and accounting principles and practices as suggested by the external auditors and management.

• (d) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.

• (e) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

• (f) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.

• (g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

• (h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.

• (i) Review certification process.

• (j) Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Other

Review any related-party transactions.

Effective Date

This Charter was implemented by the Board on August 17, 2017 and updated on September 25, 2018.