RISE CAPITAL CORP.

Management Information Circular

August 20, 2021

RISE CAPITAL CORP.

INFORMATION CIRCULAR FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 30, 2021

VOTING AND PROXIES

Solicitation of Proxies

This management information circular (the "Information Circular") and accompanying forms of proxy are furnished in connection with the solicitation of proxies by the management of Rise Capital Corp. for use at the meeting of shareholders of the common shares ("Common Shares") of the Corporation to be held on September 30, 2021 at 20 Holly Street, Suite 300, Toronto, Ontario, M4S 3B1, commencing at 1:00 p.m. (Toronto Time) (the "Meeting"), and at any adjournment or postponement thereof, for the purposes set forth in the accompanying notice of meeting (the "Notice of Meeting").

Unless otherwise noted or the context otherwise indicates, references to the "Corporation" and "Rise" refer to Rise Capital Corp. Unless otherwise indicated, all dollar amounts in this Information Circular are given as of August 20, 2021.

It is expected that the solicitation will be primarily by mail, but proxies may also be solicited personally, by advertisement or by telephone, by directors, officers or employees of the Corporation without special compensation, or by the Corporation's transfer agent, Computershare Investor Services Inc. ("Computershare"), at nominal cost. Brokers, nominees or other persons holding shares in their names for others shall be reimbursed for their reasonable charges and expenses in forwarding proxies and proxy material to the beneficial owners of such shares. The Corporation will assume the costs of solicitation, which are expected to be minimal.

We strongly encourage shareholders not to attend the meeting in person and instead to vote their Common Shares by proxy. Any person who is experiencing any of the described COVID-19 symptoms of fever, cough or difficulty breathing, or is unable to provide evidence of vaccination, will not be permitted entry into the Meeting. We may take additional precautionary measures in relation to the Meeting in response to further developments in the COVID-19 outbreak in our sole discretion.

ANY PERSON WHO ATTENDS THE MEETING IN PERSON DOES SO AT HIS OR HER OWN RISK AND BY ATTENDING THE MEETING IN PERSON, SUCH PERSON ACKNOWLEDGES AND AGREES THAT THE CORPORATION AND THE DIRECTORS, OFFICERS AND AGENTS THEREOF ARE NOT LIABLE TO THE PERSON FOR ANY ILLNESSES OR OTHER ADVERSE REACTIONS THAT MAY RESULT FROM SUCH PERSON'S ATTENDANCE AT THE MEETING. ANY PERSON WHO ATTEMPTS TO ENTER THE MEETING BUT IS DENIED ENTRY ACKNOWLEDGES AND AGREES THAT HE, SHE OR IT SHALL HAVE NO CLAIM AGAINST THE CORPORATION OR ITS DIRECTORS, OFFICERS OR AGENTS FOR SUCH DENIAL OF ENTRY INTO THE MEETING.

Appointment and Revocation of Proxies

The persons named as proxyholders in the enclosed forms of proxy are directors and/or officers of the Corporation.

A shareholder submitting a form of proxy has the right to appoint a person other than the persons indicated in such proxy form to act as his or her proxyholder. To do so, the shareholder must write the name of such person in the appropriate space on the forms of proxy.

Shareholders who wish to appoint a third-party proxyholder to represent them at the Meeting in person must submit their proxy or voting instruction form and provide Computershare with their proxyholder's contact information.

To be effective, all forms of proxy must be deposited with Computershare by no later than 1:00 P.M. (Toronto time) on September 28, 2021 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the adjourned or postponed meeting. A person acting as proxyholder need not be a shareholder of the Corporation.

Late proxies may be accepted or rejected by the Chairman of the Meeting at his or her discretion and the Chairman of the Meeting is under no obligation to accept or reject any particular late proxy. The Chairman of the Meeting may waive or extend the proxy cut-off without notice.

The persons named as proxies will vote or withhold from voting the Common Shares in respect of which they are appointed or vote for or against any particular question, in accordance with the instructions of the shareholder appointing them. In the absence of such instructions, the Common Shares will be voted in favor of all matters identified in the enclosed Notice of Meeting. The enclosed forms of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and to other matters which may properly come before the Meeting. At the time of printing of this Information Circular, the management of the Corporation knows of no such amendment, variation or other matter expected to come before the Meeting other than the matters referred to in the Notice of Meeting. However, if any amendments or other matters not known to management should properly come before the Meeting, the accompanying forms of proxy confers discretionary authority upon the persons named therein to vote on such amendments or matters in accordance with their best judgment.

A shareholder giving a proxy may revoke it at all times by a document signed by him or her or by a proxyholder authorized in writing or, if the shareholder is a corporation, by a document signed by an officer or a proxyholder duly authorized, given to Computershare not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any postponement or adjournment thereof, or to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof.

Advice to Beneficial Holders

The information set forth in this section should be reviewed carefully by beneficial shareholders of the Corporation. Shareholders who do not hold their Common Shares in their own name should note that only proxies deposited by shareholders who appear on the records

maintained by the Corporation's registrar and transfer agent as registered holders of shares, or the persons they appoint as their proxies, will be recognized and acted upon at the Meeting.

The information set forth in this section is of significant importance to many shareholders of the Corporation, as a substantial number of shareholders do not hold shares in their own name. Shareholders who do not hold their shares in their own name (referred to herein as "beneficial shareholders") should note that only proxies deposited by shareholders whose names appear on the records of the Corporation as the registered holders of shares can be recognized and acted upon at the Meeting. If shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those shares will not be registered in the shareholder's name on the records of the Corporation. Such shares will more likely be registered under the names of the shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as its nominee for many Canadian brokerage firms). Shares held by brokers or their agents or nominees can only be voted upon the instructions of the beneficial shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, beneficial shareholders should ensure that instructions respecting the voting of their shares are communicated to the appropriate person.

Beneficial shareholders who wish to appoint a third-party proxyholder to represent them at the Meeting in person must submit their proxy or voting instruction form and provide Computershare with their proxyholder's contact information.

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from beneficial shareholders in advance of shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions which should be carefully followed by beneficial shareholders in order to ensure that their shares are voted at the Meeting. Often, the forms of proxy supplied to a beneficial shareholder by its broker is identical to the forms of proxy provided to registered shareholders; however, its purpose is limited to instructing the registered shareholder how to vote on behalf of the beneficial shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge typically mails a scanable voting instruction form in lieu of the forms of proxy. The beneficial shareholder is requested to complete and return the voting instruction form to them by mail or facsimile. Alternatively, the beneficial shareholder can call a toll-free telephone number to vote the shares held by the beneficial shareholder or vote via the internet at www.investorvote.com. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A beneficial shareholder receiving a voting instruction form cannot use that voting instruction form to vote shares directly at the Meeting as the voting instruction form must be returned as directed by Broadridge well in advance of the Meeting in order to have the shares voted.

Although a beneficial shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his or her broker (or agent of the broker), a beneficial shareholder may attend at the Meeting as proxyholder for a registered shareholder and vote the Common Shares in that capacity. Beneficial shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for a registered shareholder should enter their own names in the blank space on the instrument of proxy provided to them and return the

same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

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

Issuers can request and obtain a list of their NOBOs from intermediaries via their transfer agents pursuant to means National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer, and issuers can use this NOBO list for distribution of proxy-related materials directly to NOBOs.

The Corporation's decision to deliver proxy-related materials directly to its NOBOs will result in all NOBOs receiving a voting instruction form from Computershare. These voting instruction forms are to be completed and returned to Computershare in the envelope provided or by facsimile or via the internet at www.investorvote.com. Computershare will tabulate the results of the voting instruction forms received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by voting instruction forms they receive. Alternatively, NOBOs may vote following the instructions on the voting instruction form.

OBOs may expect to receive their materials related to the Meeting from Broadridge or other intermediaries. If a reporting issuer does not intend to pay for an intermediary to deliver materials to OBOs, OBOs will not receive the materials unless their intermediary assumes the cost of delivery. The Corporation does not intend to pay for intermediaries to deliver the proxy-related materials to OBOs.

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

Notice to Shareholders in the United States

The solicitation of proxies is not subject to the requirements of Section 14(a) of the U.S. Securities Exchange Act of 1934 (the "Exchange Act") by virtue of an exemption applicable to proxy solicitations by foreign private issuers as defined in Rule 3b-4 of the Exchange Act. Accordingly, this Information Circular has been prepared in accordance with applicable Canadian disclosure requirements. Residents of the United States should be aware that such requirements differ from those of the United States applicable to proxy statements under the Exchange Act.

This document does not address any income tax consequences of the disposition of the Corporation's Common Shares by the shareholders. Shareholders in a jurisdiction outside of Canada should be aware that the disposition of the Common Shares by them may have tax consequences both in those jurisdictions and in Canada, and are urged to consult their tax advisors with respect to their particular circumstances and the tax considerations applicable to them.

Any information concerning any properties and operations of the Corporation has been prepared in accordance with Canadian standards under applicable Canadian securities laws, and may not be comparable to similar information for United States companies.

Financial statements included or incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, and are subject to auditing and auditor independence standards in Canada. Such consequences for the Corporation's shareholders who are resident in, or citizens of, the United States may not be described fully in this Information Circular.

The enforcement by the shareholders of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Corporation is incorporated or organized under the laws of a foreign country, that some or all of their officers and directors and the experts named herein are residents of a foreign country and that the major assets of the Corporation are located outside the United States.

Participating at the Meeting

The Meeting will begin at 1:00 p.m. (Toronto Time) on September 30, 2021. Shareholders and duly appointed proxyholders can attend the Meeting in person at 20 Holly Street, Suite 300, Toronto, Ontario, M4S 3B1.

IN LIGHT OF COVID-19, WE STRONGLY ENCOURAGE SHAREHOLDERS TO VOTE IN ADVANCE OF THE MEETING IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED IN THIS INFORMATION CIRCULAR, AND SHAREHOLDERS ARE ENCOURAGED NOT TO ATTEND THE MEETING IN PERSON IF AT ALL POSSIBLE.

The ability of shareholders and proxyholders to attend the Meeting in person is subject to any governmental orders applicable at the time of the Meeting which might prevent or restrict shareholders and duly appointed proxyholders from attending in person. In addition, only shareholders and proxyholders who provide appropriate evidence of vaccination against COVID-19 will be permitted to attend the Meeting in person.

Shareholders and proxyholders who do wish to attend the Meeting in person, should carefully consider and follow the instructions of the federal Public Health Agency of Canada: (https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html).

We ask that shareholders and proxyholders also review and follow the instructions of any regional health authorities of the Province of Ontario, including Public Health Ontario and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms.

The Corporation is monitoring developments regarding COVID-19. If the Corporation decides any changes to the date, time, location or format of the Meeting are necessary or appropriate due to difficulties arising from COVID-19, shareholders will be promptly notified of the change through the issuance of a news release, a copy of which will be available on SEDAR at http://www.sedar.com and will be incorporated by reference herein.

Voting of Proxies

On any ballot that may be called for, the Common Shares represented by a properly executed proxy given in favour of the person(s) designated by management of the Corporation in the enclosed form

of proxy will be voted for or against or withheld from voting in accordance with the instructions given on the ballot, and if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. If no choice is specified in the proxy, the person designated in the accompanying form of proxy will vote in favour of all other matters proposed by management at the Meeting, as more particularly described in this Information Circular.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments to matters identified in the accompanying Notice of Meeting and with respect to other matters which may properly come before the Meeting or any adjournment thereof. As of the date of this Information Circular, management of the Corporation is not aware of any such amendment or other matter to come before the Meeting. However, if any amendments to matters identified in the accompanying Notice of Meeting or any other matters which are not now known to management should properly come before the Meeting or any adjournment thereof, the Common Shares represented by properly executed proxies given in favour of the person(s) designated by management of the Corporation in the enclosed form of proxy will be voted on such matters pursuant to such discretionary authority.

Any matter that is submitted to a vote of shareholders by ordinary resolution at the Meeting must be approved, unless otherwise indicated in this Information Circular, by simple majority (affirmative vote of at least 50% plus one) of the votes cast thereon.

The Share Capital Amendment Resolution (as defined below) requires Majority of the Minority Approval (as defined below) for the creation of the Proportionate Voting Shares (as defined below) pursuant to section 5 of Policy 3.5 – Restricted Shares (the "TSXV Rule") of the TSX Venture Exchange (the "TSXV" or the "Exchange").

Voting Shares and Principal Shareholders Thereof

The authorized share capital of the Corporation consists of an unlimited number of Common Shares. Each Common Share entitles the holder thereof to one (1) vote, in person or by proxy, at any shareholders meeting.

As of the Record Date, the Corporation had 55,000,000 Common Shares issued and outstanding. The board of directors of the Corporation (the "Board") has fixed a record date of July 20, 2021 (the "Record Date") to determine shareholders entitled to receive the Notice of Meeting. The failure of any shareholder to receive a copy of the Notice of Meeting does not deprive the shareholder of the right to vote at the Meeting. Only holders of Common Shares as of the Record Date are entitled to vote such shares at the Meeting.

To the knowledge of the directors and executive officers of the Corporation, as at the Record Date, the following persons beneficially own, directly or indirectly, or exercise control or direction over voting securities carrying more than 10% of the voting rights attached to any class of voting securities of the Corporation:

Name and Municipality of Residence of Shareholder	Type of Ownership	Number and Percentage of Common Shares Owned^{(1)}
Michael Zych Oakville, Ontario	Of record and beneficially	6,000,001 (10.91%)^{(2)}
Total		6,000,001 (10.91%)

Notes:

(1) These Common Shares are subject to escrow pursuant to the policies of the TSXV.

(2) Mr. Zych holds 2,900,001 Common Shares directly. Mr. Zych's spouse holds 900,000 Common Shares directly. Mr. Zych holds 2,200,000 Common Shares indirectly through Zych Corp. ("Zych Corp"). Mr. Zych beneficially owns, or controls or directs the Common Shares held by Zych Corp.

OVERVIEW OF THE BUSINESS COMBINATION

Qualifying Transaction

The Corporation has entered into a letter of intent dated June 25, 2021 with MiniLuxe, Inc. ("MiniLuxe"), a Delaware corporation based in Boston, Massachusetts that focuses on providing nail care and beauty brands, to complete a business combination by way of a transaction whereby MiniLuxe will become a wholly-owned subsidiary of the Corporation (the "Transaction"). It is currently contemplated that the Transaction will be completed by way of a reverse triangular merger (the "Merger") under Delaware law of a wholly-owned subsidiary of the Corporation ("MergerCo") to be incorporated under the Delaware General Corporation Law, as amended, and MiniLuxe, pursuant to which the holders of MiniLuxe securities will receive securities of the Corporation and MiniLuxe will continue as the surviving entity and become a wholly-owned subsidiary of the Corporation in accordance with the merger agreement to be entered into by, among others, the Corporation, MiniLuxe and MergerCo, as the same may be amended, restated, supplemented or otherwise modified from time to time. If completed, the Transaction is intended to constitute the "Qualifying Transaction" of the Corporation under Policy 2.4 – Capital Pool Companies (the "CPC Policy") of the TSXV and shareholders of MiniLuxe will own the substantial majority of the Subordinate Voting Shares (as defined below) and Proportionate Voting Shares immediately following the completion of the Transaction. As part of the completion of the Transaction, the Corporation intends to change its name to "MiniLuxe Holdings Corp.", or such other name as may be agreed by MiniLuxe and the Corporation, subject to applicable regulatory approval. All references herein to the "Resulting Issuer" refer to the Corporation after the completion of the Transaction.

THE TRANSACTION IS NOT SUBJECT TO SHAREHOLDER APPROVAL, AND SHAREHOLDERS ARE NOT BEING ASKED TO APPROVE THE TRANSACTION. However, the Transaction is very important to the Corporation and certain matters to be considered at the Meeting are necessary in order to prepare the Corporation to complete the Transaction. Full details regarding MiniLuxe and the Transaction will be disclosed by the Corporation in a filing statement (the "Filing Statement") to be prepared and filed under the CPC Policy. The Filing Statement will be posted on SEDAR at www.sedar.com prior to the completion of the Transaction. Management of the Corporation will endeavor to post the Filing Statement on SEDAR as quickly as possible; however, the posting thereof may not occur until on or about the date of the Meeting

or thereafter. Shareholders are urged to review the press release issued by the Corporation on June 28, 2021 announcing and describing the Transaction, and the Filing Statement if, as, and when filed on SEDAR as it will contain important disclosure regarding the Resulting Issuer and the Transaction.

Certain of the resolutions sought to be passed by the shareholders at the Meeting will be conditions to the completion of the Transaction. Failure to pass these resolutions could impede or prevent the completion of the Transaction. Pursuant to the Transaction, the Corporation has agreed to, among other things, call the Meeting to seek the approval of shareholders for the Number of Directors Resolution (as defined below), the Director Election Resolution (as defined below), the Auditor Resolution (as defined below), the Resulting Issuer Equity Incentive Plan Resolution (as defined below), the Name Change Resolution (as defined below), the Share Capital Amendment Resolution (as defined below), the Consolidation Resolution (as defined below) and the By-Law Amendment Resolution (as defined below) (collectively, the "Transaction Resolutions"). Upon the satisfaction or waiver of the conditions to the completion of the Transaction and the receipt of all requisite approvals, including from the TSXV for the listing of the Resulting Issuer Shares (as defined below), the parties will complete the Transaction.

Dissent Rights

Registered shareholders have a right to dissent with respect to the Share Capital Amendment Resolution, with or without variation, the full text of which is set forth in this Information Circular, and to be paid an amount equal to the fair value of their shares. The dissent procedures require that a registered shareholder who wishes to dissent send a written notice of objection to the Share Capital Amendment Resolution to the Chief Executive Officer of the Corporation, care of Owens Wright LLP, 20 Holly Street, Suite 300, Toronto, Ontario, M4S 3B1, to be received at or before the commencement of the Meeting, and must otherwise strictly comply with the dissent procedures set out in the Business Corporations Act (Ontario) (the "OBCA"). In the event the Share Capital Amendment (as defined below) becomes effective, each shareholder who properly dissents and becomes a dissenting shareholder (each, a "dissenting shareholder") will be entitled to be paid the fair value of the shares in respect of which such holder dissents in accordance with section 185 of the OBCA. Shareholders who vote in favour of the Share Capital Amendment Resolution shall not be entitled to dissent.

The statutory provisions covering the right to dissent are technical and complex. Failure to strictly comply with the dissent procedures set forth in section 185 of the OBCA may result in the loss of any right to dissent. See the section entitled "Share Capital Amendment – Rights of Dissent to the Share Capital Amendment Resolution" in this Information Circular. A beneficial shareholder who wishes to dissent should be aware that only registered shareholders are entitled to dissent. Accordingly, a beneficial shareholder who desires to exercise the right of dissent must make arrangements for the shares beneficially owned by such holder to be registered in such holder's name prior to the time the written objection to the Share Capital Amendment Resolution is required to be received by the Corporation, or alternatively, make arrangements for the registered holder of such shares to dissent on such beneficial shareholder's behalf. Pursuant to section 185 of the OBCA, a shareholder is only entitled to dissent in respect of all of the shares held by such dissenting

shareholder or on behalf of any one beneficial shareholder and registered in the name of the dissenting shareholder.

See Schedule "B" for a copy of the provisions of section 185 of the OBCA. See also the section entitled "Share Capital Amendment – Rights of Dissent to the Share Capital Amendment Resolution" in this Information Circular.

BUSINESS TO BE TRANSACTED AT THE MEETING

To the knowledge of the Board, the only matters to be brought before the Meeting are set forth in the accompanying Notice of Meeting. These matters are described in more detail under the headings below.

Fixing the Number of Directors

The Corporation's articles provide for a flexible number of directors, subject to a minimum of one (1) and a maximum of ten (10) directors. At the Meeting, shareholders will be asked to consider and, if thought appropriate, to pass a special resolution fixing the number of directors to be elected at the Meeting at five (5), conditional upon completion of the Transaction, and to empower the Board to set the number of directors within the minimum and maximum numbers provided for in the articles of the Corporation (the "Number of Directors Resolution"). To be approved, the Number of Directors Resolution must be approved by the affirmative vote of not less than two-thirds (66²/³%) of the votes cast by the holders of Common Shares present in person or by proxy at the Meeting.

It is a condition precedent to the completion of the Transaction that the shareholders approve the Number of Directors Resolution as a special resolution. If the Number of Directors Resolution does not receive the requisite approvals, the Transaction will not proceed, unless such condition precedent is waived by MiniLuxe.

The complete text of the Number of Directors Resolution which management intends to place before the Meeting is as follows:

"BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE SHAREHOLDERS THAT:

the provision in the previous special resolution, if any, by which the directors of the Corporation were empowered to determine by resolution their number, within the minimum and maximum numbers set out in the articles, is repealed;
the number of directors of the Corporation within the minimum and maximum numbers provided for in the articles of the Corporation is increased from four (4) to five (5) upon the Effective Time (as that term is defined in the Information Circular);
the directors of the Corporation are hereafter empowered to determine by resolution from time to time the number of directors of the Corporation within the minimum and maximum numbers provided for in the articles of the Corporation;

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notwithstanding that this resolution has been duly passed by the shareholders of the Corporation, the Board may revoke such resolution at any time before it is effected without further action by the shareholders; and
any director or officer of the Corporation, is hereby authorized and directed, for and in the name of and on behalf of the Corporation, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Corporation or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Corporation be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing."

Board Recommendation

The Board unanimously recommends that shareholders vote "FOR" the Number of Directors Resolution.

Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, "FOR" the Number of Directors Resolution.

Election of Directors

The Board presently consists of four (4) directors, namely Vernon Lobo, Michael Zych, Gordon McMillan and Alan Torrie, and upon the completion of the Transaction it is expected to consist of five (5) directors. At the Meeting, the shareholders will be asked to consider and, if thought appropriate, to pass an ordinary resolution to elect the directors of the Corporation (the "New Nominees") to serve from the effective time of completion of the Transaction (the "Effective Time") until the close of the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed (the "Director Election Resolution"), the full text of which is set out below.

It is a condition to the completion of the Transaction that the New Nominees, comprised of Zoe Krislock, Anthony Tjan, Vernon Lobo, Mats Lederhausen and Stefanie Jay, be elected effective at the Effective Time, to act as directors of the Resulting Issuer. The Board has determined to fix the number of directors effective immediately following the Effective Time at five (5) directors.

At the time of the Meeting, the Transaction will not yet have been completed and there can be no assurance at that time that it will be completed. Voting for the election of the below named directors comprising the New Nominees will be conducted on an individual, and not slate, basis. The election of the New Nominee directors will only be effective in the event that the Transaction is successfully completed.

Shareholders have the option to (i) vote for all of the directors set forth herein; (ii) vote for some of them and withhold for others; or (iii) withhold for all of them.

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The persons designated as proxyholders in the accompanying form of proxy (absent contrary directions) intend to vote "FOR" the election of all nominees as set forth above and below. The Corporation does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies held by the persons designated as proxyholders in the accompanying form of proxy will be voted "FOR" another director nominee in their discretion unless the shareholder has specified in his or her form of proxy that his or her Common Shares are to be withheld from voting in the election of directors. Each director elected as a New Nominee director will hold office from the Effective Time until (i) the next annual meeting of shareholders, or (ii) their successors are elected or appointed, all as the case may be, unless his or her office is earlier vacated in accordance with the by-laws of the Corporation or the provisions of the OBCA to which the Corporation is subject or any similar corporate legislation to which the Corporation becomes subject.

See below for detailed information concerning the New Nominees under the corresponding headings.

New Nominees

The following table sets forth the name and place of residence for each of the persons proposed to be nominated for election as a director of the Corporation as part of the New Nominees, all positions and offices in the Resulting Issuer to be held by such nominees, the principal occupation of the New Nominee within the five preceding years, and the approximate number and percentage of post-Transaction shares of the Corporation ("Resulting Issuer Shares") to be beneficially owned by the New Nominees, directly or indirectly, or over which control or direction is exercised, following the completion of the Transaction.

Name and Municipality of Residence(1)	Position to be held with the Resulting Issuer	Principal Occupation for the Past 5 Years(1)	Number and Approximate Percentage of Resulting Issuer Shares to be Beneficially Owned or Controlled(2)
Zoe Krislock(5)
Orlando, Florida	Chief Executive Officer and director of the Resulting Issuer	Chief Executive Officer of MiniLuxe, Inc. (2018 – Present); Vice President and General Manager of Canada & USA Midwest of Nike, Inc. (2016 – 2018); Vice President and General Manager, Factory Stores of North America of Nike, Inc. (2013 – 2016)	46,131 Subordinate Voting Shares/0.1% of outstanding Resulting Issuer Shares

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| Anthony Tjan^{(1)(7)(8)}
Brookline, Massachusetts | Director of the
Resulting Issuer | Chief Executive Officer
and Managing Partner of
Cue Ball Capital Group | 82 Proportionate Voting
Shares and 182,081
Subordinate Voting
Shares/0.4% of
outstanding Resulting
Issuer Shares |
| --- | --- | --- | --- |
| Vernon Lobo^{(1)(4)(7)}
Toronto, Ontario | Chief Executive
Officer and director of
the Corporation;
Director of the
Resulting Issuer | Managing Director of
Mosaic Capital Partners
LP | 687,500 Subordinate
Voting Shares/1.5% of
outstanding Resulting
Issuer Shares |
| Mats Lederhausen^{(3)(5)(7)}
Chicago, Illinois | Director of the
Resulting Issuer | Managing Partner of Be-
Cause, LLC (2007 –
Present); Partner of Cue
Ball Capital Group | 6,182 Proportionate
Voting Shares/0.01% of
outstanding Resulting
Issuer Shares |
| Stefanie Jay^{(5)(6)}
San Francisco, California | Director of the
Resulting Issuer | Chief Business & Strategy
Officer at eBay (2021-
Present); Head of M&A
and General VP &
Manager of Walmart
Media Group, Walmart,
Inc. (2017-2021); Vice
President, Head of
Corporate Development;
Chief of Staff to Chief
Executive Officer,
Walmart, Inc. (2015-2017) | 92,263 Subordinate
Voting Shares/0.2% of
outstanding Resulting
Issuer Shares |

Notes:

(1) The information as to province or state and country of residence and principal occupation, not being within the knowledge of the Corporation, has been furnished by the respective directors individually.

(2) The information as to shares beneficially owned or over which a director exercises control or direction, not being within the knowledge of the Corporation, has been furnished by the respective directors individually. For clarity, references to the number of Subordinate Voting Shares or Proportionate Voting Shares to be beneficially owned or controlled by a director, and the percentage of Resulting Issuer Shares represented by such number, assumes completion of the Transaction on the terms currently contemplated (including, for illustrative purposes only, a consolidation ratio of the outstanding common shares of the Corporation of 4:1) and is subject to change.

(3) Proposed member of the Audit Committee of the Resulting Issuer (the "Audit Committee") upon completion of the Transaction.

(4) Proposed Chair of the Audit Committee.

(5) Proposed member of the Corporate Governance and Nominating Committee of the Resulting Issuer (the "Corporate Governance and Nominating Committee") upon completion of the Transaction.

(6) Proposed Chair of the Corporate Governance and Nominating Committee.

(7) Proposed member of the Compensation Committee of the Resulting Issuer (the "Compensation Committee") upon completion of the Transaction.

(8) Proposed Chair of the Compensation Committee.

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Based on the assumptions stated above, as a group, the proposed New Nominees are expected to beneficially own, control or directly, directly or indirectly, approximately 7,271,975 Subordinate Voting Shares, on an as-converted basis, representing approximately 5.0% of the issued and outstanding Resulting Issuer Shares, on an as-converted basis, as of the Effective Time.

The following are brief biographies of the proposed New Nominees:

Zoe Krislock (Proposed Director and Chief Executive Officer of the Resulting Issuer)

Ms. Krislock is an experienced senior executive and leader who has spent her career driving brand expansion and retail growth. She spent over 15 years at Nike, most recently serving as head of the Canada and US Midwest markets. Previously, Ms. Krislock oversaw the expansion of Nike's factory stores across North America and Europe and led Nike's retail expansion into China. The latter entailed building out all support functions to serve the nascent business on the ground. Ms. Krislock first joined Nike to expand the NikeWomen fleet and service model through a focus on experiential, community-oriented brand-building. Over the course of her career, Ms. Krislock has also established a track record of developing top female talent. As Chief Executive Officer of MiniLuxe, she combines her capabilities as both brand custodian and operating executive with a passion for women-led, purpose-driven business. Ms. Krislock began her career as a merchandise manager, buyer, and department manager at Nordstrom, and later spent seven years at Gap during its most important growth phase. She holds a B.A. in Marketing from San Jose State University.

Anthony Tjan (Proposed Director of the Resulting Issuer)

Mr. Tjan is an experienced operator, strategic advisor and investor who has founded, built and led various companies, taken products and services to market, and invested across various industries for over the past 25 years. His career started at McKinsey, where he founded ZEFER, a pioneering Internet strategic advisory and development firm that is now part of NEC. ZEFER was one of the earliest firms to focus on commercial online opportunities and large-scale web-applications. For fifteen years, Mr. Tjan served as Vice Chairman of The Parthenon Group and served as the senior advisor to the then Chief Executive Officer of The Thomson Corporation, Dick Harrington, between 2001 and 2008. During his time at Thomson, his work helped lead the company's transformation from a niche player into one of the largest media information companies in the world, Thomson Reuters. Post-Thomson Reuters, Mr. Tjan with a set of co-founders established Cue Ball Capital Group where he continues as its Chief Executive Officer and Managing Partner, at that time MiniLuxe became a concept that was incubated and started by the partners of the firm. Mr. Tjan brings significant public and private board experience including previously serving on the Board of Directors of EQ Inc (EQ.V) and Virgin Pulse, and currently serving on the boards in a Chairman or Lead Director Capacity of WaitWhat, JW Player. Helpr, and TeaDrops. Mr. Tjan holds AB and MBA degrees from Harvard and was a Fellow at the Harvard Kennedy School. He sits on the Advisory Council for the MIT Media Lab and the Board of the Tory Burch Foundation.

Vernon Lobo (Proposed Director of the Resulting Issuer)

Mr. Lobo is a founder and principal of Mosaic Capital Partners LP, a private investment fund. Through 26 years in the investment industry, Mr. Lobo has built several companies from start-up to acquisition or public listing, eight of which achieved valuations in excess of $100 million. Earlier in his career, Mr. Lobo was a consultant with McKinsey & Company and software engineer at

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Nortel Networks. He holds a BASc in Engineering from the University of Waterloo and a Master of Business Administration from Harvard University where he was a Baker Scholar.

Mats Lederhausen (Proposed Director of the Resulting Issuer)

Mr. Lederhausen has more than 30 years of experience building global businesses in the consumer and lifestyle space. Mats started his career at the Boston Consulting Group before becoming a Chief Executive Officer and JV Partner of the growing McDonald's franchise in Sweden. After leading a successful expansion, building over 150 new units by shifting the brand's focus towards sustainability, Mats was asked in 1999 to serve as McDonald's Global Head of Strategy. At McDonald's Corporation Mats was a key member in architecting the company's successful turnaround that continues to this day. Mats also oversaw and led groundbreaking investments at McDonald's Ventures in brands including Chipotle Mexican Grill, Redbox DVD (which he co-founded), and Pret A Manger. As lead director and Chairman of Chipotle he helped lead what became one of the most successful restaurant IPOs. Mats was a founding member and investor in MiniLuxe and subsequently joined the founders of Cue Ball as Operating Partner. Mats is also the founder and Managing Director of his own private holding company, Be-Cause, which is dedicated to businesses with a purpose bigger than their products. Mats serves as Executive Chairman of Rötti Modern Mediterranean as well as director of many other portfolio companies. Mats holds a Master's degree from the Stockholm School of Economics.

Stefanie Jay (Proposed Director of the Resulting Issuer)

Ms. Jay was recently hired as Chief Business and Strategy Officer at eBay, a newly-created role where she reports directly to the Chief Executive Officer and is responsible for leading a combined division encompassing Strategy, Business Operations, Analytics and Communications. Prior to joining eBay, Ms. Jay served as Vice President and General Manager of Walmart Media Group from 2017 until 2020. In this role, Ms. Jay was responsible for driving and scaling Walmart's digital and in-store advertising strategy and business. Under Ms. Jay's leadership, Walmart brought its media business in-house, developed a strategic approach with advertisers and delivered on the vision of customer-centric advertising, self-serve and automation for advertisers and accelerated revenue growth. Ms. Jay joined Walmart's Global eCommerce division in 2015 to lead corporate development and strategy, including Walmart's strategic investment in China's JD.com, strategic partnerships with Google, Uber, Lyft and the acquisition of Jet.com. Ms. Jay also served as Chief of Staff to the Chief Executive Officer of the Global eCommerce division of Walmart from 2015 to 2017. Prior to Walmart, Ms. Jay spent 14 years at Goldman Sachs as a senior member of the consumer, retail and healthcare investment banking group focused on mergers and acquisitions and corporate finance. She also led global client strategy for Goldman Sachs' Chief Executive Officer and executive office. In January 2021, Ms. Jay joined the board of PWP Forward Acquisition Corp., a U.S.-based blank-check company dedicated to helping women-forward companies access public capital markets. Ms. Jay earned a B.A. in Economics from Columbia University.

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Other Reporting Issuer Experience

The following table identifies each of the New Nominees that serve as a director of any other company that is a reporting issuer or the equivalent in any Canadian or foreign jurisdiction.

Name	Name of Reporting Issuer	Name of Exchange or Market (if applicable)	Position	Term
Vernon Lobo	AirIQ Inc.	TSXV	Director	December 2009 to Present
	EQ Inc.	TSXV	Director	April 1997 to Present
	TECSYS Inc.	TSX	Director	October 2006 to Present
	Flow Capital Corp.	TSXV	Director	September 2016 to Present
	Pivotree Inc.	TSXV	Director, Chair of Board	June 2015 to Present
Stefanie Jay	PWP Forward Acquisition Corp.	NASDAQ	Director	February 2021 to Present

Corporate Cease Trade Orders, Bankruptcies and Penalties of the New Nominees

To the knowledge of the Corporation, no New Nominee (nor any personal holding company of any such proposed director):

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

i) was the subject of an order that was issued while that person was acting in that capacity; or
ii) was the subject of 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 such capacity;

b) is as at the date of this Information Circular, or has been, within 10 years before the date of this Information 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;

c) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had

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a receiver, receiver manager or trustee appointed to hold the assets of such proposed director; or

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

The foregoing information, not being within the knowledge of the Corporation, has been furnished by the proposed New Nominee directors.

Appointment of Auditors

In connection with the Transaction, it is proposed that the current auditors of MiniLuxe, RSM US LLP be appointed as auditors of the Resulting Issuer for the ensuing year and that the Board be authorized to fix their remuneration. RSM US LLP has served as the auditor of MiniLuxe since August 3, 2016. The appointment of RSM US LLP will only be effective in the event that the Transaction is successfully completed.

At the Meeting, the shareholders are required to reappoint the auditor of the Corporation. Ordinarily, that would involve re-appointing MNP LLP, the Corporation's current auditor, to hold office until the next annual meeting of shareholders. However, if the Transaction is completed, it will be desirable to change the auditor of the Corporation to the current auditor of MiniLuxe at the Effective Time. In such circumstance, shareholders would be asked to consider appointing RSM US LLP, as auditor of the Corporation. At the time of the Meeting, the Transaction will not yet have been completed and there can be no assurance at that time that it will be completed.

Auditor Resolution

In order to avoid changing the auditor of the Corporation should it prove unnecessary to do so, and in order to dispense with the need to call an additional meeting of shareholders to approve a change of auditor following completion of the Transaction, the shareholders will be asked at the Meeting to consider and, if deemed appropriate, to pass the following ordinary resolution (the "Auditor Resolution"):

"BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE SHAREHOLDERS THAT:

the appointment of MNP LLP as auditor of the Corporation to hold office until the earlier of (a) the next annual meeting of the shareholders, and (b) the Effective Time, is hereby authorized and approved;
the appointment of RSM US LLP as auditor of the Resulting Issuer to hold office from the Effective Time until the next annual meeting of the shareholders is hereby authorized and approved;
the Board is hereby authorized to fix the remuneration of the auditor so appointed;

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notwithstanding that this resolution has been duly passed by the shareholders of the Corporation, the Board may revoke such resolution at any time before it is effected without further action by the shareholders; and
any director or officer of the Corporation, is hereby authorized and directed, for and in the name of and on behalf of the Corporation, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Corporation or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Corporation be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing."

In order to be passed, the Auditor Resolution requires the approval of a majority of the votes cast thereon by holders of Common Shares present in person or represented by proxy at the Meeting.

Board Recommendation

The Board unanimously recommends that shareholders vote "FOR" the Auditor Resolution.

Approval by the shareholders of the Auditor Resolution is a condition precedent to the completion of the Transaction. If the Auditor Resolution does not receive the requisite approval, the Transaction will not proceed, unless such condition precedent is waived by MiniLuxe.

MNP LLP has agreed to resign as the auditors of the Corporation as of the Effective Time. The determination not to re-appoint MNP LLP as auditor of the Corporation has been made in the context of the Transaction and not because of any reportable event (as that term is defined in National Instrument 51-102 – Continuous Disclosure Obligations).

Resulting Issuer Equity Incentive Plan

In connection with the Transaction, the Resulting Issuer proposes to adopt the equity incentive plan (the "Resulting Issuer Equity Incentive Plan"), the full text of which is reproduced at Schedule "C" to this Information Circular. The Resulting Issuer Equity Incentive Plan will only be adopted by the Resulting Issuer in the event that the Transaction is completed. In addition, adoption of the Resulting Issuer Equity Incentive Plan will be subject to the approval of the TSXV. There can be no assurance that approval of the Resulting Issuer Equity Incentive Plan will be approved by the TSXV on the terms set out herein.

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Summary of the Resulting Issuer Equity Incentive Plan

Purpose

The purposes of the Resulting Issuer Equity Incentive Plan are to: (i) provide the Resulting Issuer with a mechanism to attract, retain and motivate highly qualified directors, officers, employees and consultants, (ii) align the interests of Participants (as defined in the Resulting Issuer Equity Incentive Plan) with that of other shareholders of the Resulting Issuer generally, and (iii) enable and encourage Participants to participate in the long-term growth of the Resulting Issuer through the acquisition of Subordinate Voting Shares as long-term investments.

Administration of the Resulting Issuer Equity Incentive Plan

The Resulting Issuer Equity Incentive Plan will be administered by the board of directors of the Resulting Issuer (the "Resulting Issuer Board") or, from time to time, a committee thereof, and will provide that the Resulting Issuer Board may from time to time, in its discretion, and in accordance with Exchange requirements, grant to eligible Participants, non-transferable awards (the "Awards"). Such Awards include options ("Options"), restricted share units ("RSUs"), deferred share units ("DSUs") and performance share units ("PSUs").

Maximum Number of Subordinate Voting Shares Available for Awards

The number of Subordinate Voting Shares reserved for issuance pursuant to Options granted under the Resulting Issuer Equity Incentive Plan will not, in the aggregate, exceed 10% of the then aggregate number of Subordinate Voting Shares and Proportionate Voting Shares outstanding. In addition, the maximum number of Subordinate Voting Shares issuable pursuant to RSUs, DSUs and PSUs issued under the Resulting Issuer Equity Incentive Plan shall not exceed a fixed number determined in accordance with the policies of the TSXV.

The maximum number of Subordinate Voting Shares for which Awards may be issued to any one Participant in any 12-month period shall not exceed 5% of the aggregate number of Subordinate Voting Shares outstanding, unless disinterested shareholder approval as required by the policies of the Exchange is obtained, or 2% in the case of a grant of Awards to any consultant or persons (in the aggregate) retained to provide Investor Relations Activities (as defined by the Exchange). No awards other than Options may be issued to any consultants or persons retained to provide Investor Relations Activities. Further, unless disinterested shareholder approval as required by the policies of the Exchange is obtained: (i) the maximum number of Subordinate Voting Shares for which Awards may be issued to insiders of the Resulting Issuer (as a group) at any point in time shall not exceed 10% of the aggregate number of Subordinate Voting Shares outstanding; and (ii) the aggregate number of Awards granted to insiders of the Resulting Issuer (as a group), within any 12-month period, shall not exceed 10% of the aggregate number of Subordinate Voting Shares outstanding.

Eligibility

Awards under the Resulting Issuer Equity Incentive Plan will be granted to bona fide employees, officers, non-employee directors and consultants of the Resulting Issuer. The extent to which any

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such individual is entitled to receive a grant of an Award pursuant to the Resulting Issuer Equity Incentive Plan will be determined in the discretion of the Resulting Issuer Board.

Awards

The following is a summary of the various types of Awards issuable under the Resulting Issuer Equity Incentive Plan.

Options

Subject to any requirements of the Exchange, the Resulting Issuer Board may determine the expiry date of each Option. Subject to a limited extension if an Option expires during a Black Out Period (as defined in the Resulting Issuer Equity Incentive Plan), Options may be exercised for a period of up to ten years after the grant date, provided that: (i) upon a Participant's termination for Cause (as defined in the Resulting Issuer Equity Incentive Plan), all Options, whether vested or not as at the Termination Date (as defined in the Resulting Issuer Equity Incentive Plan) will automatically and immediately expire and be forfeited; (ii) upon the death of a Participant, all unvested Options as at the Termination Date shall automatically and immediately vest, and all vested Options will continue to be subject to the Resulting Issuer Equity Incentive Plan and be exercisable for a period of 90 days after the Termination Date; (iii) in the case of the Disability (as defined in the Resulting Issuer Equity Incentive Plan) of a Participant, all Options shall remain and continue to vest (and are exercisable) in accordance with the terms of the Option Plan for a period of 12 months after the Termination Date, provided that any Options that have not been exercised (whether vested or not) within 12 months after the Termination Date shall automatically and immediately expire and be forfeited on such date; (iv) in the case of the retirement of a Participant, the Resulting Issuer Board shall have discretion, with respect to such Options, to determine whether to accelerate the vesting of such Options, cancel such Options with or without payment and determine how long, if at all, such Options may remain outstanding following the Termination Date, provided, however, that in no event shall such Options be exercisable for more than 12 months after the Termination Date; and (v) in all other cases where a Participant ceases to be eligible under the Resulting Issuer Equity Incentive Plan, including a termination without Cause or a voluntary resignation, unless otherwise determined by the Resulting Issuer Board, all unvested Options shall automatically and immediately expire and be forfeited as of the Termination Date, and all vested Options will continue to be subject to the Resulting Issuer Equity Incentive Plan and be exercisable for a period of 90 days after the Termination Date.

The exercise price of the Options will be determined by the Resulting Issuer Board at the time an Option is granted, provided that in no event will such exercise price be lower than the last closing price of the Subordinate Voting Shares on the Exchange less any discount permitted by the rules or policies of the Exchange at the time the Option is granted. Subject to any vesting restrictions imposed by the Exchange, or as may otherwise be determined by the Resulting Issuer Board at the time of grant, Options shall vest equally over a four-year period such that $\frac{1}{4}$ of the Options shall vest on the first, second, third and fourth anniversary dates of the date that the Options were granted.

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Restricted Share Units

Subject to any requirements of the Exchange, the Resulting Issuer Board may determine the expiry date of each RSU. Subject to a limited extension if an RSU expires during a Black Out Period, RSUs may vest and be paid out for a period of up to three years after the grant date, provided that: (i) upon a Participant's termination for Cause, all RSUs, whether vested (if not yet paid out) or not as at the Termination Date will automatically and immediately expire and be forfeited; (ii) upon the death of a Participant, all unvested RSUs as at the Termination Date shall automatically and immediately vest and be paid out; (iii) in the case of the Disability of a Participant, all RSUs shall remain and continue to vest in accordance with the terms of the Resulting Issuer Equity Incentive Plan for a period of 12 months after the Termination Date, provided that any RSUs that have not been vested within 12 months after the Termination Date shall automatically and immediately expire and be forfeited on such date; (iv) in the case of the retirement of a Participant, the Resulting Issuer Board shall have discretion, with respect to such RSUs, to determine whether to accelerate the vesting of such RSUs, cancel such RSUs with or without payment and determine how long, if at all, such RSUs may remain outstanding following the Termination Date, provided, however, that in no event shall such RSUs be exercisable for more than 12 months after the Termination Date; and (v) in all other cases where a Participant ceases to be eligible under the Resulting Issuer Equity Incentive Plan, including a termination without Cause or a voluntary resignation, unless otherwise determined by the Resulting Issuer Board, all unvested RSUs shall automatically and immediately expire and be forfeited as of the Termination Date, and all vested RSUs will be paid out in accordance with the Resulting Issuer Equity Incentive Plan.

The number of RSUs to be issued to any Participant will be determined by the Resulting Issuer Board at the time of grant. Each RSU will entitle the holder to receive at the time of vesting for each RSU held, either one Subordinate Voting Share or a cash payment equal to the fair market value of a Subordinate Voting Share or a combination of the two, at the election of the Resulting Issuer Board. In addition, the Resulting Issuer Board may determine that holders of RSUs be credited with consideration equivalent to dividends declared by the Resulting Issuer Board and paid on outstanding Subordinate Voting Shares. In the event settlement is made by payment in cash, such payment shall be made by the earlier of (i) 2½ months after the close of the year in which such conditions or restrictions were satisfied or lapsed and (ii) December 31 of the third year following the year of the grant date.

Subject to any vesting restrictions imposed by the Exchange, or as may otherwise be determined by the Resulting Issuer Board at the time of grant, RSUs shall vest equally over a three-year period such that ⅓ of the RSUs shall vest on the first, second and third anniversary dates of the date that the RSUs were granted.

Deferred Share Units

The number and terms of DSUs to be issued to any Participant will be determined by the Resulting Issuer Board at the time of grant. Each DSU will entitle the holder to receive at the time of settlement for each DSU held, either one Subordinate Voting Share or a cash payment equal to the fair market value of a Subordinate Voting Share or a combination of the two, at the election of the Resulting Issuer Board. In addition, the Resulting Issuer Board may determine that holders of DSUs

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be credited with consideration equivalent to dividends declared by the Resulting Issuer Board and paid on outstanding Subordinate Voting Shares.

Subject to any requirements of the Exchange, the Resulting Issuer Board may determine the vesting terms and expiry date of each DSU, provided that if a DSU would otherwise settle or expire during a Black Out Period, the Resulting Issuer Board may extend such date.

Subject to compliance with the rules of the Exchange, the Resulting Issuer Board may determine, at the time of grant, the treatment of DSUs upon a Participant ceasing to be eligible to participate in the Resulting Issuer Equity Incentive Plan.

Performance Share Units

The number and terms (including applicable performance criteria) of PSUs to be issued to any Participant will be determined by the Resulting Issuer Board at the time of grant. Each PSU will entitle the holder to receive at the time of settlement for each PSU held, either one Subordinate Voting Share or a cash payment equal to the fair market value of a Subordinate Voting Share or a combination of the two, at the election of the Resulting Issuer Board. In addition, the Resulting Issuer Board may determine that holders of PSUs be credited with consideration equivalent to dividends declared by the Resulting Issuer Board and paid on outstanding Subordinate Voting Shares.

Subject to any requirements of the Exchange, the Resulting Issuer Board may determine the vesting terms and expiry date of each PSU, provided that in no event will delivery of Subordinate Voting Shares or payment of any cash amounts be made later than the earlier of (i) 2¹/₂ months after the close of the year in which the performance conditions or restrictions are satisfied or lapse, and (ii) December 31 of the third year following the year of the grant date.

Subject to compliance with the rules of the Exchange, the Resulting Issuer Board may determine, at the time of grant, the treatment of PSUs upon a Participant ceasing to be eligible to participate in the Resulting Issuer Equity Incentive Plan.

Termination and Change of Control Provisions

On a Change of Control (as defined below and in the Resulting Issuer Equity Incentive Plan) of the Resulting Issuer, the Resulting Issuer Board shall have discretion as to the treatment of outstanding Awards, including whether to: (i) accelerate, conditionally or otherwise, on such terms as it sees fit, the vesting date of any Awards (provided that no acceleration of Awards shall occur in the case of a Participant that was retained to provide Investor Relations Activities unless the approval of the Exchange is either obtained or not required); (ii) permit the conditional exercise of any Awards, on such terms as it sees fit; (iii) otherwise amend or modify the terms of any Awards; or (iv) terminate, following the successful completion of a Change of Control, on such terms as it sees fit, the Awards not exercised prior to the successful completion of such Change of Control.

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The Resulting Issuer Equity Incentive Plan defines a "Change of Control" as the occurrence of any one or more of the following events:

a) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Company as a result of which the holders of Shares prior to the completion of the transaction hold or beneficially own, directly or indirectly, less than 50% of the outstanding Voting Securities of the successor corporation after completion of the transaction;

b) the sale, lease, exchange or other disposition, in a single transaction or a series of related transactions, of all or substantially all of the assets of the Company and/or any of its subsidiaries to any other Person, other than disposition to a wholly-owned subsidiary in the course of a reorganization of the assets of the Company and its subsidiaries;

c) a resolution is adopted to windup, dissolve or liquidate the Company;

d) an acquisition by any Person or group of Persons acting jointly or in concert of beneficial ownership of more than 50% of the Shares in the aggregate; or

e) the Board adopts a resolution to the effect that a Change of Control as defined herein has occurred or is imminent.

Tax Withholding

The Resulting Issuer may take such action as it deems appropriate to ensure that all applicable federal, state, local and/or foreign payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant.

The above is a summary description of the material terms of the Resulting Issuer Equity Incentive Plan, with such description being qualified in its entirety by reference to the full text of the Resulting Issuer Equity Incentive Plan.

A copy of the Resulting Issuer Equity Incentive Plan can be found at Schedule "C" hereto.

Resulting Issuer Equity Incentive Plan Resolution

Shareholders will be asked to consider and, if deemed appropriate, to pass the following ordinary resolution (the "Resulting Issuer Equity Incentive Plan Resolution"):

"BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE SHAREHOLDERS THAT:

the Resulting Issuer Equity Incentive Plan as described in the Information Circular and substantially in the form attached thereto as Schedule "C" is hereby authorized, approved, ratified and confirmed, subject to such amendments as may be required by the TSXV or as are otherwise approved by the Board;

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notwithstanding that this resolution has been duly passed by the shareholders of the Corporation, the Board may revoke such resolution at any time before it is effected without further action by the shareholders; and
any director or officer of the Corporation, is hereby authorized and directed, for and in the name of and on behalf of the Corporation, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Corporation or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Corporation be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing."

In order to be passed, the Resulting Issuer Equity Incentive Plan Resolution requires the approval of a majority of the votes cast thereon by holders of Common Shares present in person or represented by proxy at the Meeting.

Board Recommendation

The Board unanimously recommends that shareholders vote "FOR" the Resulting Issuer Equity Incentive Plan Resolution.

Approval by the shareholders of the Resulting Issuer Equity Incentive Plan Resolution is a condition precedent to the completion of the Transaction. If the Resulting Issuer Equity Incentive Plan Resolution does not receive the requisite approval, the Transaction will not proceed, unless such condition precedent is waived by MiniLuxe. Shareholder approval of the Resulting Issuer Equity Incentive Plan Resolution is necessary for certain purposes, including for the Resulting Issuer to facilitate grants of incentive stock options for purposes of section 422 of the U.S. Internal Revenue Code of 1986, as amended. To the Corporation's knowledge, there will be no votes excluded for the purpose of determining whether security holder approval has been obtained.

Name Change

The name "Rise Capital Corp." was chosen by the incorporators of the Corporation for use while the Corporation is a Capital Pool Company. Upon the completion of the Transaction, it is intended that the business of MiniLuxe will be the business of the Resulting Issuer. In connection therewith, the Corporation intends to change its name to "MiniLuxe Holdings Corp." or such other name as may be agreed by MiniLuxe and the Corporation, or as required by applicable regulatory authorities (the "Name Change"). Management of the Corporation is of the opinion that the Name Change is in the best interests of the Corporation in order to reflect the change in its business activities upon the completion of the Transaction.

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Name Change Resolution

At the Meeting, shareholders of the Corporation will be asked to consider and, if deemed appropriate, to pass, with or without variation, a special resolution authorizing the amendment of the articles of the Corporation to effect the Name Change (the "Name Change Resolution"). To be effective, the Name Change Resolution must be approved by the affirmative vote of not less than two-thirds (66²/³%) of the votes cast by the holders of Common Shares present in person or by proxy at the Meeting.

It is a condition precedent to the completion of the Transaction that the shareholders approve the Name Change Resolution as a special resolution. The Name Change, if approved, is expected to be given effect prior to the completion of the Transaction. If the Name Change Resolution does not receive the requisite approvals, the Transaction will not proceed, unless such condition precedent is waived by MiniLuxe.

The complete text of the Name Change Resolution which management intends to place before the Meeting is as follows:

"BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE SHAREHOLDERS THAT:

the Corporation is hereby authorized to amend its articles to change the Corporation's name to "MiniLuxe Holdings Corp." or such other name as may be agreed by MiniLuxe and the Corporation, and as the Director appointed under the Business Corporations Act (Ontario) may permit, in connection with the Transaction;
notwithstanding that this resolution has been duly passed by the shareholders of the Corporation, the Board may revoke such resolution without further approval or action by the shareholders at any time prior to the issuance by the Director appointed under the Business Corporations Act (Ontario) of a certificate of amendment or articles in respect of such amendment; and
any director or officer of the Corporation, is hereby authorized and directed, for and in the name of and on behalf of the Corporation, to send to the Director appointed under the Business Corporations Act (Ontario) Articles of Amendment of the Corporation in the prescribed form, and any one or more directors are hereby authorized to prepare, execute and file Articles of Amendment in the prescribed form in order to give effect to this special resolution and the Name Change, and to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Corporation or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Corporation be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing."

In order to pass the Name Change Resolution, the Name Change Resolution must be approved by the affirmative vote of not less than two-thirds (66²/³%) of the votes cast by the holders of Common Shares present in person or by proxy at the Meeting.

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Board Recommendation

The Board unanimously recommends that shareholders vote "FOR" the Name Change Resolution.

Approval by the shareholders of the Name Change Resolution is a condition precedent to the completion of the Transaction. If the Name Change Resolution does not receive the requisite approval, the Transaction will not proceed, unless such condition precedent is waived by MiniLuxe.

Share Capital Amendment

It is a condition precedent to the completion of the Transaction that the shareholders pass, with or without variation, a special resolution (the "Share Capital Amendment Resolution) authorizing the amendment of the articles of the Corporation (the "Articles") to:

(i) amend the rights and restrictions of the Common Shares, which will be re-designated as Class A subordinate voting shares ("Subordinate Voting Shares") having the special rights and restrictions described under the heading "Summary Share Terms"; and

(ii) create a new class of shares designated as Class B proportionate voting shares (the "Proportionate Voting Shares") that will have the special rights and restrictions described under the heading "Summary Share Terms";

(collectively, the "Share Capital Amendment").

The Share Capital Amendment Resolution, if approved, will amend the Articles which will effect the Share Capital Amendment. The Subordinate Voting Shares and the Proportionate Voting Shares will have substantially the special rights and restrictions set out in Schedule "A" hereto, which special rights and restrictions will also apply to the Resulting Issuer Shares.

The Proportionate Voting Shares are being proposed in order to minimize the proportion of the outstanding voting securities of the Corporation that are held by "U.S. persons" for purposes of determining whether the Corporation is a "foreign private issuer" for purposes of United States securities laws. The Proportionate Voting Shares will be entitled to one vote in respect of each Subordinate Voting Share into which such Proportionate Voting Shares could be converted, and as such the Proportionate Voting Shares do not necessarily hold voting rights that are superior to the holders of Subordinate Voting Shares, on an as-converted to Subordinate Voting Shares basis. Notwithstanding the foregoing, section 5 of the TSXV Rule requires that the Corporation obtain Majority of the Minority Approval (as defined below) for the creation of the Proportionate Voting Shares.

"Majority of the Minority Approval" means the approval, at a properly constituted meeting of the holders of shares of the Corporation of a resolution to create a class or series of multiple voting shares, by a majority of the votes cast by the holders of shares of the Corporation who vote at the

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Meeting, other than Promoters (as defined under TSXV policies), directors, officers or other Insiders (as defined under TSXV policies) of the Corporation and of any proposed recipient of multiple voting shares and their Associates and Affiliates (as each are defined under TSXV policies) (the "Disinterested Shareholders").

Votes Required

To be effective, the Share Capital Amendment Resolution requires the affirmative vote of not less than two-thirds of the votes cast by shareholders present or represented by proxy and entitled to vote at the Meeting. In addition, the Share Capital Amendment Resolution will be used to approve a "restricted security reorganization" pursuant to National Instrument 41-101 – General Prospectus Requirements and Ontario Securities Commission Rule 56-501 – Restricted Shares (the "Restricted Share Rules"). The Restricted Share Rules require that a restricted security reorganization receive prior majority approval of the securityholders of the Corporation in accordance with applicable law, excluding any votes attaching to securities held, directly or indirectly, by affiliates of the Corporation or control persons of the Corporation.

For the purposes of the Restricted Share Rules, to the knowledge of management of the Corporation, no shareholder is an affiliate or control person of the Corporation, and therefore no Common Shares will be excluded from voting on the Share Capital Amendment Resolution under the Restricted Share Rules. However, for the purposes of the TSXV Rule, the votes attaching to all Common Shares held by Promoters, directors, officers or other Insiders of the Corporation and of any proposed recipient of Proportionate Voting Shares, and their respective Associates and Affiliates, will be excluded for the purposes of determining whether Majority of the Minority Approval is obtained for the Share Capital Amendment Resolution.

Summary of Share Terms

The following is a summary of the special rights and restrictions attached to the Subordinate Voting Shares and the Proportionate Voting Shares.

Subordinate Voting Shares (formerly Common Shares)

Holders of Subordinate Voting Shares will be entitled to notice of and to attend and vote at any meeting of the shareholders of the Resulting Issuer, except a meeting of which only holders of another class or series of shares of the Resulting Issuer will have the right to vote. At each such meeting, holders of Subordinate Voting Shares will be entitled to one vote in respect of each Subordinate Voting Share held.

As long as any Subordinate Voting Shares remain outstanding, the Resulting Issuer will not, without the consent of the holders of the Subordinate Voting Shares by separate special resolution, alter or amend the articles of the Resulting Issuer if the result of such alteration or amendment would (i) prejudice or interfere with any right or special right attached to the Subordinate Voting Shares or (ii) affect the rights or special rights of the holders of Subordinate Voting Shares or Proportionate Voting Shares or on a per share basis.

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Holders of Subordinate Voting Shares will be entitled to receive as and when declared by the Resulting Issuer Board, dividends in cash or property of the Resulting Issuer. No dividend will be declared on the Subordinate Voting Shares unless the Resulting Issuer simultaneously declares an equivalent dividend on the Proportionate Voting Shares in an amount per Proportionate Voting Share equal to the amount of the dividend declared per Subordinate Voting Share, multiplied by 1,000.

The Resulting Issuer Board may declare a stock dividend payable in Subordinate Voting Shares on the Subordinate Voting Shares, but only if the Resulting Issuer Board simultaneously declares a stock dividend payable in: (i) Proportionate Voting Shares on the Proportionate Voting Shares, in a number of shares per Proportionate Voting Share equal to the number of Subordinate Voting Shares declared as a dividend per Subordinate Voting Share; or (ii) Subordinate Voting Shares on the Proportionate Voting Shares, in a number of shares per Proportionate Voting Share (or a fraction thereof) equal to the number of Subordinate Voting Shares declared as a dividend per Subordinate Voting Share, multiplied by 1,000.

The Resulting Issuer Board may declare a stock dividend payable in Proportionate Voting Shares on the Subordinate Voting Shares, but only if the directors simultaneously declare a stock dividend payable in Proportionate Voting Shares on the Proportionate Voting Shares, in a number of shares per Proportionate Voting Share equal to the number of Proportionate Voting Shares declared as a dividend per Subordinate Voting Share, multiplied by 1,000.

Holders of fractional Subordinate Voting Shares will be entitled to receive any dividend declared on the Subordinate Voting Shares in an amount equal to the dividend per Subordinate Voting Share multiplied by the fraction thereof held by such holder.

In the event of the liquidation, dissolution or winding-up of the Resulting Issuer, whether voluntary or involuntary, or in the event of any other distribution of assets of the Resulting Issuer among its shareholders for the purpose of winding up its affairs, the holders of Subordinate Voting Shares will, subject to the prior rights of the holders of any shares of the Resulting Issuer ranking in priority to the Subordinate Voting Shares, be entitled to participate rateably along with all the holders of Proportionate Voting Shares, with the amount of such distribution per Subordinate Voting Share equal to the amount of such distribution per Proportionate Voting Share divided by 1,000. Each fraction of a Subordinate Voting Share will be entitled to the amount calculated by multiplying such fraction by the amount payable per whole Subordinate Voting Share.

No subdivision or consolidation of the Subordinate Voting Shares will occur unless, simultaneously, the Proportionate Voting Shares are subdivided or consolidated using the same divisor or multiplier.

If an offer is made to purchase Proportionate Voting Shares, and such offer is required pursuant to applicable securities legislation or the rules of any stock exchange on which the Proportionate Voting Shares or the Subordinate Voting Shares which may be obtained upon conversion of the Proportionate Voting Shares may then be listed, to be made to all or substantially all of the holders of Proportionate Voting Shares in a province or territory of Canada to which the requirement applies (such offer to purchase, an "Offer") and not made to the holders of Subordinate Voting Shares for consideration per Subordinate Voting Share equal to or greater than $1/1,000^{\text{th}}$ (0.001) of

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the consideration offered per Proportionate Voting Share, then each Subordinate Voting Share will become convertible at the option of the holder into Proportionate Voting Shares on the basis of one thousand (1,000) Subordinate Voting Shares for one (1) Proportionate Voting Share, at any time while the Offer is in effect until one day after the time prescribed by applicable securities legislation or stock exchange rules for the offeror to take up and pay for such shares as are to be acquired pursuant to the Offer (the "Subordinate Voting Share Conversion Right").

The Subordinate Voting Share Conversion Right may only be exercised for the purpose of depositing the Proportionate Voting Shares acquired upon conversion under such Offer, and for no other reason. If the Subordinate Voting Share Conversion Right is exercised, the Resulting Issuer will procure that the transfer agent for the Subordinate Voting Shares will deposit under such Offer the Proportionate Voting Shares acquired upon conversion, on behalf of the holder.

If Proportionate Voting Shares issued upon such conversion and deposited under such Offer are withdrawn by such holder, or such Offer is abandoned, withdrawn or terminated by the offeror, or such Offer expires without the offeror taking up and paying for such Proportionate Voting Shares, such Proportionate Voting Shares and any fractions thereof issued will automatically, without further action on the part of the holder thereof, be reconverted into Subordinate Voting Shares on the basis of one (1) Proportionate Voting Share for one thousand (1,000) Subordinate Voting Shares, and the Resulting Issuer will procure that the transfer agent for the Subordinate Voting Shares will send to such holder a direct registration statement(s) or certificate(s) representing the Subordinate Voting Shares acquired upon such reconversion. If the offeror under such Offer takes up and pays for the Proportionate Voting Shares acquired upon exercise of the Subordinate Voting Share Conversion Right, the Resulting Issuer will procure that the transfer agent for the Subordinate Voting Shares will deliver to the holders of such Proportionate Voting Shares the consideration paid for such Proportionate Voting Shares by such Offeror.

Subject to approval by the Resulting Issuer Board, each Subordinate Voting Share may be converted at the option of the holder into such number of Proportionate Voting Shares as is determined by dividing the number of Subordinate Voting Shares being converted by one thousand (1,000), provided the Resulting Issuer Board has approved such conversion.

Proportionate Voting Shares

Holders of Proportionate Voting Shares will be entitled to notice of and to attend and vote at any meeting of the shareholders of the Resulting Issuer, except a meeting of which only holders of another class or series of shares of the Resulting Issuer will have the right to vote. Subject to the terms set out in the articles of the Resulting Issuer, at each such meeting, holders of Proportionate Voting Shares will be entitled to 1,000 votes in respect of each Proportionate Voting Share, and each fraction of a Proportionate Voting Share shall entitle the holder to the number of votes calculated by multiplying the fraction by 1,000 and rounding the product down to the nearest whole number, at each such meeting.

As long as any Proportionate Voting Shares remain outstanding, the Resulting Issuer will not, without the consent of the holders of the Proportionate Voting Shares expressed by separate special resolution, alter or amend the articles of the Resulting Issuer if the result of such alteration or amendment would (i) prejudice or interfere with any right or special right attached to the

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Proportionate Voting Shares or (ii) affect the rights or special rights of the holders of Subordinate Voting Shares or Proportionate Voting Shares on a per share basis. At any meeting of holders of Proportionate Voting Shares called to consider such a separate special resolution, each whole Proportionate Voting Share will entitle the holder to one vote.

Holders of Proportionate Voting Shares will be entitled to receive, as and when declared by the Resulting Issuer Board, dividends in cash or property of the Resulting Issuer. No dividend will be declared on the Proportionate Voting Shares unless the Resulting Issuer simultaneously declares equivalent dividends on the Subordinate Voting Shares, in an amount equal to the amount of the dividend declared per Proportionate Voting Share divided by 1,000.

The Resulting Issuer Board may declare a stock dividend payable in Proportionate Voting Shares on the Proportionate Voting Shares, but only if the directors simultaneously declare a stock dividend payable in (i) Proportionate Voting Shares on the Subordinate Voting Shares, in a number of shares per Subordinate Voting Share equal to the number of Proportionate Voting Shares declared as a dividend per Proportionate Voting Share, divided by 1,000, or (ii) Subordinate Voting Shares on the Subordinate Voting Shares, in a number of shares per Subordinate Voting Share equal to the number of Proportionate Voting Shares declared as a dividend per Proportionate Voting Share. The Resulting Issuer Board may declare a stock dividend payable in Subordinate Voting Shares on the Proportionate Voting Shares, but only if the directors simultaneously declare a stock dividend payable in Subordinate Voting Shares on the Subordinate Voting Shares, in a number of shares per Subordinate Voting Share equal to the number of Subordinate Voting Shares declared as a dividend per Proportionate Voting Share, divided by 1,000.

In the event of the liquidation, dissolution or winding-up of the Resulting Issuer, whether voluntary or involuntary, or in the event of any other distribution of assets of the Resulting Issuer among its shareholders for the purpose of winding up its affairs, the holders of Proportionate Voting Shares will be entitled to participate rateably along with the holders of Subordinate Voting Shares, with the amount of such distribution per Proportionate Voting Share equal to the amount of such distribution per Subordinate Voting Share multiplied by 1,000; and each fraction of a Proportionate Voting Share will be entitled to the amount calculated by multiplying the fraction by the amount payable per whole Proportionate Voting Share.

No subdivision or consolidation of the Proportionate Voting Shares may occur unless, simultaneously, the Subordinate Voting Shares are subdivided or consolidated using the same divisor or multiplier.

Each Proportionate Voting Share shall be convertible, at the option of the holder thereof, into such number of Subordinate Voting Shares as is determined by multiplying the number of Proportionate Voting Shares in respect of which the share conversion right is exercised by 1,000. The ability of a holder to convert the Proportionate Voting Shares during the Restricted Conversion Period is subject to a restriction that, unless the Resulting Issuer Board determines otherwise, the aggregate number of Subordinate Voting Shares and Proportionate Voting Shares held of record, directly or indirectly, by residents of the United States (as determined in accordance with Rules 3b-4 and 12g3-2(a) under the U.S. Exchange Act), may not exceed 40% of the aggregate number of Subordinate Voting Shares and Proportionate Voting Shares and outstanding after giving effect to such conversions, determined in accordance with the articles of the Resulting Issuer.

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In addition, in accordance with and subject to the terms of the articles of the Resulting Issuer, the Resulting Issuer may require a holder of Proportionate Voting Shares to convert all, but not less than all, of the Proportionate Voting Shares held by such holder into Subordinate Voting Shares if (i) the Resulting Issuer is subject to the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Act, and (ii) the Subordinate Voting Shares are listed or quoted (and are not suspended from trading) on a recognized North American stock exchange. Each Proportionate Voting Share shall be convertible into such number of fully paid and non-assessable Subordinate Voting Shares as is determined by multiplying the number of Proportionate Voting Shares in respect of which the share conversion right is exercised by 1,000.

The Consolidation will be effected immediately after the Name Change and Share Structure Amendment and all Common Shares held by shareholders will be consolidated without any further action required by shareholders. Upon completion of the Consolidation and the Share Structure Amendment, the number of Resulting Issuer Shares outstanding will be adjusted on the Resulting Issuer's register of Resulting Issuer Shares maintained by the Resulting Issuer's transfer agent.

Beneficial shareholders should note that their intermediaries may have various procedures for processing the Share Structure Amendment and Consolidation. Beneficial shareholders will not receive a share certificate or DRS Statement(s) upon completion of the Transaction. If a beneficial shareholder has any questions in this regard, the beneficial shareholder is encouraged to contact its intermediary.

Rights of Dissent to the Share Capital Amendment Resolution

Pursuant to the provisions of section 185 of the OBCA, a registered shareholder of the Corporation (a "Dissenting Shareholder") has the right to dissent with respect to the Share Capital Amendment Resolution by sending a written objection to the Corporation, care of Owens Wright LLP, 20 Holly Street, Suite 300, Toronto, Ontario, M4S 3B1, at or before the date of the Meeting.

Each Dissenting Shareholder who properly dissents will be entitled to be paid the fair value of the Common Shares in respect of which such holder dissents in accordance with section 185 of the OBCA, which is attached in its entirety to this Information Circular as Schedule "B". A shareholder who has voted in favour of the Share Capital Amendment Resolution, in person or by proxy, shall not be accorded the right to dissent.

The statutory provisions covering the right to dissent are technical and complex. Failure to strictly comply with the requirements set forth in section 185 of the OBCA may result in the loss of any right to dissent. A Dissenting Shareholder may dissent only with respect to all of the Common Shares held by such Dissenting Shareholder, or held on behalf of any one beneficial shareholder and registered in the Dissenting Shareholder's name. Only registered shareholders may dissent. Persons who are beneficial holders of Common Shares registered in the name of a Nominee who wish to dissent should be aware that they may only do so through the registered owner of such Common Shares. Accordingly, a beneficial holder of Common Shares who desires to exercise the right of dissent must make arrangements for the Common Shares beneficially owned by such holder to be registered in the holder's name prior to the time the written objection to the Share Capital Amendment Resolution is required to

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be sent to the Corporation or, alternatively, make arrangements for the registered holder of such Common Shares to dissent on the holder's behalf.

It is suggested that any shareholder wishing to exercise dissent rights seek legal advice, as failure to adhere strictly to the requirement set out in the OBCA may result in the loss or unavailability of any right to dissent.

Share Capital Amendment Resolution

At the Meeting, shareholders of the Corporation will be asked to consider and, if thought advisable, pass the Share Capital Amendment Resolution, substantially in the following form:

"BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE SHAREHOLDERS THAT:

the outstanding common shares of the Corporation are hereby re-designated as Class A subordinate voting shares, and the rights and restrictions of the common shares shall be amended such that they have the rights and restrictions attached to the subordinate voting shares as set forth in Schedule "A";
the authorized share capital of the Corporation is hereby increased by creating a new class of shares consisting of an unlimited number of Class B proportionate voting shares having the rights and restrictions attached to the multiple voting shares as set forth in Schedule "A";
notwithstanding the approval of the shareholders of the Corporation as herein provided, the board of directors of the Corporation may, in its sole discretion, revoke this special resolution before it is acted upon, without further approval of the shareholders; and
any officer or director of the Corporation be and is hereby authorized and directed on behalf of the Corporation to execute or cause to be executed, and to deliver or file, or cause to be delivered or filed, all certificates, notices and other documents, including, without limitation the Notice of Articles, and Articles in the forms prescribed by the OBCA, and to do or cause to be done all such acts and things, as such officer or director may determine to be necessary, desirable, or useful for the purpose of giving effect to the foregoing resolutions, such determination to be conclusively evidenced by the execution and delivery of such documents, or the doing of any such act or thing."

It is a condition precedent to the completion of the Transaction that the shareholders approve the Share Capital Amendment Resolution as a special resolution and obtain the Majority of the Minority Approval for the Share Capital Amendment Resolution. If the Share Capital Amendment Resolution does not receive the requisite approvals, the Transaction will not proceed, unless such condition precedent is waived by MiniLuxe.

In order to pass the Share Capital Amendment Resolution, the Share Capital Amendment Resolution must be approved by both shareholders holding 66⅔% of the voting rights attaching to the shares entitled to vote at the Meeting and Disinterested Shareholders holding 50% of the voting rights attaching to the shares of the Disinterested Shareholders entitled to vote at the Meeting. It is

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currently anticipated that approximately 12,550,003 Common Shares held by Disinterested Shareholders will be excluded from voting on the Share Capital Amendment Resolution.

Board Recommendation

The Board unanimously recommends that shareholders vote "FOR" the Share Capital Amendment Resolution.

Share Consolidation

It is a condition precedent to the completion of the Transaction that the shareholders approve and that the Corporation consolidate the pre-Consolidation Subordinate Voting Shares and pre-Consolidation Proportionate Voting Shares. In order to align the value of the Subordinate Voting Shares and Proportionate Voting Shares at which the Transaction will be completed, the Corporation proposes that, subject to obtaining all required regulatory approvals, prior to the completion of the Transaction, the Articles be amended to reflect that the issued and outstanding share capital be consolidated within the range of one (1) of the Corporation's post-consolidation shares for between every two (2) and every ten (10) of the Corporation's pre-consolidation shares, with the final consolidation ratio within such range to be conclusively determined by the directors of the Corporation (the "Consolidation").

All outstanding options and any other securities granting rights to acquire Common Shares will be affected by the Consolidation in accordance with the adjustment provisions contained in the instruments giving rise to the issuance of such securities.

Reason for the Consolidation

The Consolidation is being completed in connection with and in furtherance of the Transaction. In particular, the Consolidation is intended to equalize the per-share price of the Common Shares and the per-share price of the shares of common stock of MiniLuxe, so that the latter may be exchanged for the former on a 1:1 basis as part of the Transaction. The Consolidation will not reduce the value of a shareholder's Common Shares, except perhaps to the non-material extent described below under "No Fractional Shares to be Issued".

No Fractional Shares to be Issued

No fractional Common Shares will be issued in connection with the Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Common Share upon the Consolidation, such fraction will be rounded down to the nearest whole number of Subordinate Voting Shares.

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Effects of the Consolidation

If approved, the Consolidation will occur prior to the completion of the Transaction. The principal effects of the Consolidation will be that the number of Common Shares issued and outstanding will be reduced in proportion to the consolidation ratio range selected by the Board in its discretion.

All Common Shares will be affected equally by the Consolidation, and for greater certainty, the consolidation ratio will be the same for all of such Common Shares. Except for any variances attributable to fractional shares, the change in the number of issued and outstanding Subordinate Voting Shares that will result from the Consolidation will cause no change in the capital attributable to the Subordinate Voting Shares, and will not materially affect any shareholder's percentage ownership in the Corporation, even though such ownership will be represented by a smaller number of Subordinate Voting Shares.

The Consolidation will not materially affect any shareholder's proportionate voting rights. Each Subordinate Voting Share outstanding after the Consolidation will be entitled to one vote and will be fully paid and non-assessable.

The implementation of the Consolidation would not affect the total shareholders' equity of the Corporation or any components of shareholders' equity as reflected on the Corporation's financial statements except: (i) to change the number of issued and outstanding Common Shares; and (ii) to change the stated capital of the Common Shares to reflect the Consolidation.

The exercise or conversion price and the number of Common Shares issuable under any outstanding convertible securities of the Corporation, including outstanding stock options, will be adjusted in accordance with their respective terms on the same basis as the Consolidation, and upon exercise of any such convertible securities in accordance with their respective terms after the Share Capital Amendments, the Corporation will issue Subordinate Voting Shares.

Procedure for Exchange of Common Shares following the Transaction

Following the Meeting, and assuming the approval of the Transaction Resolutions, the Corporation expects to send each registered shareholder a letter of transmittal (the "Letter of Transmittal") which, when duly completed and forwarded to the depository set out therein (the "Depository"), will enable the shareholders to exchange share certificates representing their Common Shares with share certificates representing (post-Consolidation) Subordinate Voting Shares upon completion of the Transaction (including giving effect to the Consolidation, Share Capital Amendments and Name Change). The Letter of Transmittal will contain instructions on how to surrender share certificate(s) representing Common Shares to the Depository. The Letter of Transmittal will only be for use by registered shareholders and not by non-registered shareholders. Non-registered shareholders should contact their nominee for instructions and assistance in delivering share certificates representing their Common Shares.

Registered shareholders will be able to request additional copies of the Letter of Transmittal by contacting the Depository. The Letter of Transmittal will also be available under the Corporation's profile on SEDAR at www.sedar.com.

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Consolidation Resolution

At the Meeting, shareholders will be asked to consider and, if thought appropriate, to pass, with or without variation, a special resolution authorizing the Board, in its sole discretion, to effect the Consolidation (the "Consolidation Resolution"). To be effective, the Consolidation Resolution must be approved by the affirmative vote of not less than two-thirds (66²/³%) of the votes cast by the holders of Common Shares present in person or represented by proxy at the Meeting.

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

"BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE SHAREHOLDERS THAT:

the Board is hereby authorized to determine, in its sole discretion, a consolidation ratio within the range of one (1) post-consolidation common share of the Corporation for between every two (2) and every ten (10) of the Corporation's pre-consolidation common shares (the "Consolidation Ratio"), which consolidation will become effective on a date in the future to be determined by directors of the Corporation, but in any event not later than one year after the date on which this resolution is approved, subject to the Board's authority to decide not to proceed with the consolidation;
no fractional Common Shares shall be issued in connection with the consolidation and, in the event a shareholder would otherwise be entitled to receive a fractional Common Share in connection with the consolidation, the number of Subordinate Voting Shares to be received by such shareholder shall be rounded down to the next lowest whole number;
notwithstanding the approval of the shareholders of the Corporation as herein provided, the board of directors of the Corporation may, in its sole discretion, revoke this special resolution before it is acted upon, without further approval of the shareholders; and
any director or officer of the Corporation, is hereby authorized and directed, for and in the name of and on behalf of the Corporation, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Corporation or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Corporation be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing."

It is a condition precedent to the completion of the Transaction that the shareholders approve the Consolidation Resolution as a special resolution. If the Consolidation Resolution does not receive the requisite approvals, the Transaction will not proceed, unless such condition precedent is waived by MiniLuxe.

Board Recommendation

The Board unanimously recommends that shareholders vote "FOR" the Consolidation Resolution.

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Ratification, Confirmation and Approval of the Amended By-laws of the Corporation

The directors have approved, subject to the completion of the Transaction, an amendment to By-law No. 1 of the Corporation (the "By-laws") to reflect the repeal on July 5, 2021 of subsection 118(3) of the OBCA (the "Director Canadian Residency Requirement") by deleting the following sentence from section 3.1 of the By-laws: "At least one-quarter (or such other percentage as may be specified in the Act, from time to time) of the board shall be resident Canadians".

Prior to July 5, 2021, the OBCA required that at least 25% of the directors of an Ontario corporation be "resident Canadians" or, where there were fewer than four directors, that at least one director be a "resident Canadian". As a result of the repeal of the Director Canadian Residency Requirement, corporations incorporated under, or continued into Ontario under, the OBCA will no longer be required to have any resident Canadians on their boards of directors. As a result, the Board does not believe that it is in the best interests of the Corporation to retain this requirement in the By-laws. No other changes are proposed to be made to the By-laws.

The complete text of the resolution which management intends to place before the Meeting approving and confirming this change to the By-laws is as follows:

"BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE SHAREHOLDERS THAT By-law no. 1 of the Corporation, being a by-law regulating the business and affairs of the Corporation (the "By-laws"), be amended by deleting the following sentence from section 3.1 of the By-laws: "At least one-quarter (or such other percentage as may be specified in the Act, from time to time) of the board shall be resident Canadians", and the By-laws as so amended are confirmed as the only by-laws of the Corporation" (the "By-Law Amendment Resolution").

It is a condition precedent to the completion of the Transaction that the shareholders approve the By-Law Amendment Resolution as an ordinary resolution. If the By-Law Amendment Resolution does not receive the requisite approvals, the Transaction will not proceed, unless such condition precedent is waived by MiniLuxe.

Board Recommendation

The Board unanimously recommends that shareholders vote "FOR" the By-Law Amendment Resolution.

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STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Given the current prescribed nature of the Corporation and its principal business being limited to identifying and evaluating assets or businesses with a view to completing a Qualifying Transaction, prior to the completion of the Transaction, the only committee of the Board will be the Audit Committee.

Following the completion of the Transaction, the committees of the Resulting Issuer will be the Audit Committee, the Corporate Governance and Nominating Committee and the Compensation Committee.

Audit Committee

Under National Instrument 52-110 – Audit Committees ("NI 52-110"), the Corporation is required to include in this Information Circular the disclosure required under Form 52-110F2 with respect to the Audit Committee, including the composition of the Audit Committee, the text of the Audit Committee charter (the "Audit Committee Charter"), a copy of which is attached hereto as Schedule "D", and the fees paid to the external auditor.

The current members of the Audit Committee are Alan Torrie (Chair), Gordon McMillan and Michael Zych. All members of the Audit Committee are "independent" and "financially literate" for the purposes of NI 52-110. All of the proposed members of the Audit Committee are "financially literate" for the purposes of NI 52-110.

Relevant Education and Experience

All members of the Audit Committee have the education and/or practical experience required to understand and evaluate financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation's financial statements. Each member of the Audit Committee also has a significant understanding of the business in which the Corporation is engaged and has an appreciation for the relevant accounting principles used in the Corporation's business.

Audit Committee Charter

The responsibilities and duties of the Audit Committee are set out in the Audit Committee Charter, the text of which is attached hereto as Schedule "D" to this Information Circular.

Audit Committee Oversight

At no time has a recommendation of the Audit Committee to nominate or compensate an external auditor not been adopted by the Board.

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Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completed financial period has the Corporation relied on the exemption in section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under part 8 of NI 52-110.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Corporation's external auditor since the date of incorporation (March 4, 2021) are approximately as follows:

Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
$10,432.50	Nil	Nil	Nil

The Corporation is relying on the exemption provided in section 6.1 of NI 52-110 as the Corporation is a "venture issuer". As a result, the Corporation is exempt from the requirements of part 3 (Composition of Audit Committee) and part 5 (Reporting Obligations) of NI 52-110.

Corporate Governance

Maintaining a high standard of corporate governance is a priority for the Board and the Corporation's management as both believe that effective corporate governance will help create and maintain shareholder value in the long term. A description of the Corporation's corporate governance practices, which addresses the matters set out in National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101"), is set out below:

Independence of Directors

The Board currently consists of four (4) directors, of which Gordon McMillan and Alan Torrie are considered "independent", as such term is defined in NI 58-101. Vernon Lobo and Michael Zych are not considered "independent" within the meaning of NI 58-101 as they are the Chief Executive Officer and Chief Financial Officer of the Corporation, respectively.

Directorships

Certain members of the Board are also members of the board of directors of other public companies. See "Election of Directors". The Board has not adopted a director interlock policy, but is keeping informed of other public directorships held by its members.

Orientation and Continuing Education

While the Corporation does not yet have a formal continuing education program, the directors individually and as a group are encouraged to keep themselves informed on changing corporate governance and legal issues. Directors are individually responsible for updating their skills required to meet their obligations as directors.

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Ethical Business Conduct

The Board is responsible for promoting an ethical business culture and fostering an environment that places an emphasis on compliance. The Board monitors compliance, including through receipt by the Audit Committee of reports of unethical behaviour. To ensure that an ethical business culture is maintained and promoted, directors are encouraged to exercise their independent judgment. If a director has a material interest in any transaction or agreement that the Corporation proposes to enter into, such director is expected to disclose such interest to the Board in compliance with the applicable laws, rules and policies which govern conflicts of interest in connection with such transaction or agreement. Further, any director who has a material interest in any proposed transaction or agreement will be excluded from the portion of the Board meeting concerning such matters and will be further precluded from voting on such matters.

Nomination of Directors

The Board is responsible for the identification and assessment of potential directors. While no formal nomination procedures are in place to identify new candidates, the Board does review the experience and performance of nominees for election to the Board. Members of the Board are canvassed with respect to the qualifications of a prospective candidate and each candidate is evaluated with respect to his or her experience and expertise, with particular attention paid to those areas of expertise that could complement and enhance current management. The Board also assesses any potential conflicts, independence or time commitment concerns that the candidate may present.

Compensation

At present, no compensation (other than the grant of incentive stock options) is paid to the directors of the Corporation in their capacity as directors. The Board does not currently have a compensation committee.

Other Board Committees

Other than the Audit Committee, the Board has no other committees. The directors are regularly informed of or are actively involved in the operations of the Corporation. The scope and size of the Corporation's operations and development does not currently warrant an increase in the size of the Board or the formation of additional committees, however, the Board periodically examines its size and constitution and may from time to time establish ad hoc committees to deal with specific situations.

Assessments

The Board is currently responsible for assessing the effectiveness of the Board, the individual directors and the Audit Committee.

39 -

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

All capitalized terms used herein shall have the meaning ascribed thereto in the CPC Policy, unless otherwise defined herein. Section 7.2 of the CPC Policy states that until the completion of the Qualifying Transaction, no payment of any kind may be made, directly or indirectly, by a CPC to a Non-Arm's Length Party of the CPC or a Non-Arm's Length Party to the Qualifying Transaction, or to any person engaged in Investor Relations Activities in respect of the CPC or the securities of the CPC or any resulting issuer by any means including,

a) remuneration, which includes but is not limited to:

i. salaries;
ii. consulting fees;
iii. management contract fees or directors' fees;
iv. finders' fees;
v. loans;
vi. advances;
vii. bonuses; and

b) deposits and similar payments.

The only compensation that is permitted to the directors, officers, employees and consultants of the Corporation, so long as it is a Capital Pool Company, is the granting of incentive stock options. Due to the foregoing limitation, the Board does not consider the implications of the risks associated with the Corporation's compensation policies and practices. In addition, no officer or director of the Corporation is permitted to purchase financial instruments that are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held, directly or indirectly, by such officers and directors.

Summary Compensation Table

The following table sets forth information concerning the total compensation for the period from the date of incorporation (March 4, 2021) to August 20, 2021 for Vernon Lobo, the Chief Executive Officer of the Corporation, and Michael Zych, the Chief Financial Officer and Corporate Secretary of the Corporation (each, a "Named Executive Officer"), Gordon McMillan, a director of the Corporation, and Alan Torrie, a director of the Corporation. Mr. Lobo and Mr. Zych are also directors of the Corporation.

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Compensation excluding Compensation Securities

Name and Principal Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Vernon Lobo
Chief Executive Officer and Director^{(1)}	Date of Incorporation (March 4, 2021) to August 20, 2021	Nil	Nil	Nil	Nil	Nil	Nil
Michael Zych
Chief Financial Officer and Director^{(1)}	Date of Incorporation (March 4, 2021) to August 20, 2021	Nil	Nil	Nil	Nil	Nil	Nil
Gordon McMillan
Director^{(1)}	Date of Incorporation (March 4, 2021) to August 20, 2021	Nil	Nil	Nil	Nil	Nil	Nil
Alan Torrie
Director^{(1)}	Date of Incorporation (March 4, 2021) to August 20, 2021	Nil	Nil	Nil	Nil	Nil	Nil

Notes:
(1) Directors will not receive any cash remuneration for acting as a director of the Corporation.

Compensation Securities

The following table sets forth information concerning the compensation securities granted to each director and Named Executive Officer for the period from the date of incorporation (March 4, 2021) to August 20, 2021.

41 -

Compensation Securities

Name and Principal Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities, and Percentage of Class	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
Vernon Lobo
Chief Executive Officer and Director	Date of Incorporation (March 4, 2021) to August 20, 2021	Nil	Nil	Nil	Nil	Nil	Nil
Michael Zych
Chief Financial Officer and Director	Date of Incorporation (March 4, 2021) to August 20, 2021	Nil	Nil	Nil	Nil	Nil	Nil
Gordon McMillan
Director	Date of Incorporation (March 4, 2021) to August 20, 2021	Nil	Nil	Nil	Nil	Nil	Nil
Alan Torrie
Director	Date of Incorporation (March 4, 2021) to August 20, 2021	Nil	Nil	Nil	Nil	Nil	Nil

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Exercise of Compensation Securities

The following table sets forth information concerning the exercise of compensation securities exercised by each director and Named Executive Officer for the period from the date of incorporation (March 4, 2021) to August 20, 2021.

Exercise of Compensation Securities

Name and Principal Position	Type of Compensation Security	Number of Underlying Securities Exercised	Date of Exercise	Exercise Price per Security ($)	Closing Price of Security on Date of Exercise ($)	Difference Between Exercise Price and Closing Price on Date of Exercise ($)	Total Value on Exercise Date ($)
Vernon Lobo
Chief Executive Officer and Director	Date of Incorporation (March 4, 2021) to August 20, 2021	Nil	Nil	Nil	Nil	Nil	Nil
Michael Zych
Chief Financial Officer and Director	Date of Incorporation (March 4, 2021) to August 20, 2021	Nil	Nil	Nil	Nil	Nil	Nil
Gordon McMillan
Director	Date of Incorporation (March 4, 2021) to August 20, 2021	Nil	Nil	Nil	Nil	Nil	Nil
Alan Torrie
Director	Date of Incorporation (March 4, 2021) to August 20, 2021	Nil	Nil	Nil	Nil	Nil	Nil

Securities Authorized for Issuance under Equity Compensation Plans

The Corporation has no outstanding equity compensation securities.

Employment Contracts

The Corporation has not entered into employment agreements with any of its Named Executive Officers.

43 -

Management Contracts

The management functions of the Corporation are performed by its directors and executive officers and the Corporation does not have management agreements or arrangements under which such management functions are performed by persons other than the directors and executive officers of the Corporation.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors, employees or executive officers of the Corporation or any associate of any such persons were indebted to the Corporation as at August 20, 2021.

None of the directors, employees or executive officers of the Corporation and none of the associates of such persons is or has been indebted to the Corporation or any subsidiary thereof at any time since the date of incorporation of the Corporation (March 4, 2021). Furthermore, none of such persons were indebted to a third party during such period where their indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or a subsidiary thereof.

AUDITOR

The Corporation's auditor is MNP LLP, 111 Richmond Street West, Suite 300, Toronto, Ontario, M5H 2G4. MNP LLP is independent with respect to the Corporation within the meaning of the rules of professional conduct in the Province of Ontario.

In the event that RSM US LLP, 80 City Square, Boston, MA 02129, U.S.A., is appointed at the Meeting, MNP LLP has agreed to resign as the auditors of the Corporation as of the Effective Time. The determination not to re-appoint MNP LLP as auditor of the Corporation has been made in the context of the Transaction and not because of any reportable event (as that term is defined in National Instrument 51-102 – Continuous Disclosure Obligations).

In the event that RSM US LLP is appointed at the Meeting and the Transaction does not proceed, the Board may, in its sole discretion, decide not to act on this Auditor Resolution, without the requirement of any further approval or authorization of the shareholders.

TRANSFER AGENT AND REGISTRAR

The Corporation's transfer agent and registrar is Computershare Investor Services Inc. at its office at 100 University Avenue, Suite 800 Toronto, Ontario M5J 2Y1.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed in this Information Circular, no director or officer of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any other insider of the Corporation, nor any associate or affiliate of any one of them, has or has had, at any time since the date of incorporation (March 4, 2021), any material interest, direct or indirect, in any transaction or proposed transaction that has materially affected or would materially affect the Corporation.

44 -

INTEREST OF DIRECTORS AND OFFICERS IN MATTERS TO BE ACTED UPON

Except as disclosed in this Information Circular, no person who has been a director or senior officer of the Corporation since the date of incorporation (March 4, 2021), no proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any of the aforementioned persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

The management of the Corporation knows of no matters to come before the Meeting other than as set forth in this Information Circular. HOWEVER, IF OTHER MATTERS WHICH ARE NOT KNOWN TO THE MANAGEMENT SHOULD PROPERLY COME BEFORE THE MEETING, THE ENCLOSED FORMS OF PROXY WILL BE USED TO VOTE ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSONS VOTING THE PROXY.

ADDITIONAL FINANCIAL INFORMATION

Additional financial information concerning the Corporation, including the Corporation's interim financial statements, the notes thereto, and related management's discussion and analysis for the period from the date of incorporation (March 4, 2021) to March 31, 2021, can be found on the Corporation's profile on SEDAR at www.sedar.com.

APPROVAL OF BOARD

The contents of this Information Circular and the sending thereof of the shareholders of the Corporation have been approved.

45 -

DATED at Toronto, Ontario as of this 20th day of August, 2021.

(Signed) "Vernon Lobo"
Vernon Lobo
Chief Executive Officer
Rise Capital Corp.

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SCHEDULE "A"

SHARE TERMS OF SUBORDINATE VOTING SHARES AND PROPORTIONATE VOTING SHARES OF RISE CAPITAL CORP.

(the "Company")

SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO SUBORDINATE VOTING SHARES

1.1 Voting. The holders of Class A subordinate voting shares ("Subordinate Voting Shares") shall be entitled to receive notice of and to attend and vote at all meetings of shareholders of the Company except a meeting at which only the holders of another class or series of shares are entitled to vote. Each Subordinate Voting Share shall entitle the holder thereof to one vote at each such meeting.

1.2 Alteration to Rights of Subordinate Voting Shares. So long as any Subordinate Voting Shares remain outstanding, the Company will not, without the consent of the holders of Subordinate Voting Shares expressed by separate special resolution, alter or amend these Articles if the result of such alteration or amendment would:

(a) prejudice or interfere with any right or special right attached to the Subordinate Voting Shares; or
(b) affect the rights or special rights of the holders of Subordinate Voting Shares or Proportionate Voting Shares on a per share basis as provided for herein.

1.3 Dividends.

(a) The holders of Subordinate Voting Shares shall be entitled to receive such dividends payable in cash or property of the Company as may be declared thereon by the directors from time to time. The directors may not declare a dividend payable in cash or property on the Subordinate Voting Shares unless the directors simultaneously declare a dividend payable in cash or property on the Proportionate Voting Shares, in an amount per Proportionate Voting Share equal to the amount of the dividend declared per Subordinate Voting Share, multiplied by 1,000.

(b) The directors may declare a stock dividend payable in Subordinate Voting Shares on the Subordinate Voting Shares, but only if the directors simultaneously declare a stock dividend payable in:

(i) Proportionate Voting Shares on the Proportionate Voting Shares, in a number of shares per Proportionate Voting Share equal to the number of Subordinate Voting Shares declared as a dividend per Subordinate Voting Share; or
(ii) Subordinate Voting Shares on the Proportionate Voting Shares, in a number of shares per Proportionate Voting Share (or a fraction thereof)

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equal to number of Subordinate Voting Shares declared as a dividend per Subordinate Voting Share, multiplied by 1,000.

(c) The directors may declare a stock dividend payable in Proportionate Voting Shares on the Subordinate Voting Shares, but only if the directors simultaneously declare a stock dividend payable in Proportionate Voting Shares on the Proportionate Voting Shares, in a number of shares per Proportionate Voting Share equal to the number of Proportionate Voting Shares declared as a dividend per Subordinate Voting Share, multiplied by 1,000.

(d) Holders of fractional Subordinate Voting Shares shall be entitled to receive any dividend declared on the Subordinate Voting Shares in an amount equal to the dividend per Subordinate Voting Share multiplied by the fraction thereof held by such holder.

1.4 Liquidation Rights. In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company to its shareholders for the purposes of winding up its affairs, the holders of the Subordinate Voting Shares shall be entitled to participate pari passu with the holders of Proportionate Voting Shares, with the amount of such distribution per Subordinate Voting Share equal to the amount of such distribution per Proportionate Voting Share divided by 1,000; and each fraction of a Subordinate Voting Share will be entitled to the amount calculated by multiplying such fraction by the amount payable per whole Subordinate Voting Share.

1.5 Subdivision or Consolidation. The Subordinate Voting Shares shall not be consolidated or subdivided unless the Proportionate Voting Shares are simultaneously consolidated or subdivided utilizing the same divisor or multiplier.

1.6 Conversion of the Shares Upon An Offer.

(a) In the event that an offer is made to purchase Proportionate Voting Shares, and such offer is:

(i) required, pursuant to applicable securities legislation or the rules of any stock exchange on which: (i) the Proportionate Voting Shares; or (ii) the Subordinate Voting Shares which may be obtained upon conversion of the Proportionate Voting Shares; may then be listed, to be made to all or substantially all of the holders of Proportionate Voting Shares in a province or territory of Canada to which the requirement applies (such offer to purchase, an "Offer"); and

(ii) not made to the holders of Subordinate Voting Shares for consideration per Subordinate Voting Share equal to or greater than $1/1,000^{\text{th}}$ (0.001) of the consideration offered per Proportionate Voting Share;

each Subordinate Voting Share shall become convertible at the option of the holder into Proportionate Voting Shares on the basis of one thousand (1,000) Subordinate Voting Shares for one (1) Proportionate Voting Share, at any time while the Offer

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is in effect until one day after the time prescribed by applicable securities legislation or stock exchange rules for the offeror to take up and pay for such shares as are to be acquired pursuant to the Offer (the "Subordinate Voting Share Conversion Right"). For avoidance of doubt, fractions of Proportionate Voting Shares may be issued in respect of any amount of Subordinate Voting Shares in respect of which the Subordinate Voting Share Conversion Right is exercised which is less than 1,000.

(b) The Subordinate Voting Share Conversion Right may only be exercised for the purpose of depositing the Proportionate Voting Shares acquired upon conversion under such Offer, and for no other reason. If the Subordinate Voting Share Conversion Right is exercised, the Company shall procure that the transfer agent for the Subordinate Voting Shares shall deposit under such Offer the Proportionate Voting Shares acquired upon conversion, on behalf of the holder.

(c) To exercise the Subordinate Voting Share Conversion Right, a holder of Subordinate Voting Shares or its, his or her attorney, duly authorized in writing, shall:

(i) give written notice of exercise of the Subordinate Voting Share Conversion Right to the transfer agent for the Subordinate Voting Shares, and of the number of Subordinate Voting Shares in respect of which the Subordinate Voting Share Conversion Right is being exercised;

(ii) deliver to the transfer agent for the Subordinate Voting Shares any share certificate(s) or direct registration statement(s) representing the Subordinate Voting Shares in respect of which the Subordinate Voting Share Conversion Right is being exercised; and

(iii) pay any applicable stamp tax or similar duty on or in respect of such conversion.

(d) No certificates or direct registration statements representing Proportionate Voting Shares acquired upon exercise of the Subordinate Voting Share Conversion Right will be delivered to the holders of Subordinate Voting Shares. If Proportionate Voting Shares issued upon such conversion and deposited under such Offer are withdrawn by such holder, or such Offer is abandoned, withdrawn or terminated by the offeror, or such Offer expires without the offeror taking up and paying for such Proportionate Voting Shares, such Proportionate Voting Shares and any fractions thereof issued shall automatically, without further action on the part of the holder thereof, be reconverted into Subordinate Voting Shares on the basis of one (1) Proportionate Voting Share for one thousand (1,000) Subordinate Voting Shares, and the Company will procure that the transfer agent for the Subordinate Voting Shares shall send to such holder a direct registration statement(s) or certificate(s) representing the Subordinate Voting Shares acquired upon such reconversion. If the offeror under such Offer takes up and pays for the Proportionate Voting Shares acquired upon exercise of the Subordinate Voting Share Conversion Right, the Company shall procure that the transfer agent for the Subordinate Voting Shares

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shall deliver to the holders of such Proportionate Voting Shares the consideration paid for such Proportionate Voting Shares by such Offeror.

1.7 Voluntary Conversion of Subordinate Voting Shares.

Subject to approval by the board of directors of the Company, each Subordinate Voting Share may be converted at the option of the holder into such number of Proportionate Voting Shares as is determined by dividing the number of Subordinate Voting Shares being converted by one thousand (1,000), provided the directors have approved such conversion.

Before any holder of Subordinate Voting Shares shall convert Subordinate Voting Shares into Proportionate Voting Shares in accordance with this Article 26.7, the holder shall surrender the certificate(s) or direct registration statement(s), if any, representing the Subordinate Voting Shares to be converted at the head office of the Company, or the office of any transfer agent for the Subordinate Voting Shares, and shall give written notice to the Company at its head office of his or her election to convert such Subordinate Voting Shares and shall state therein the name or names in which the certificate(s) or direct registration statement(s) representing the Proportionate Voting Shares are to be issued (a "Subordinate Voting Shares Conversion Notice"). Provided that such conversion has been approved by the directors, the Company shall (or shall cause its transfer agent to) as soon as practicable thereafter, issue to such holder or his or her nominee, a certificate or certificates or direct registration statement(s) representing the number of Proportionate Voting Shares to which such holder is entitled upon conversion. Provided that such conversion has been approved by the directors, such conversion shall be deemed to have taken place immediately prior to the close of business on the day on which the certificate(s) or direct registration statement(s) representing the Subordinate Voting Shares to be converted is surrendered and the Subordinate Voting Shares Conversion Notice is delivered, and the person or persons entitled to receive the Proportionate Voting Shares issuable upon such conversion shall be treated for all purposes as the holder or holders of record of such Proportionate Voting Shares as of such date.

SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO PROPORTIONATE VOTING SHARES

2.1 Voting. The holders of Class B proportionate voting shares ("Proportionate Voting Shares") shall be entitled to receive notice of and to attend and vote at all meetings of shareholders of the Company except a meeting at which only the holders of another class or series of shares is entitled to vote. Subject to Section 2.2, each Proportionate Voting Share shall entitle the holder to 1,000 votes and each fraction of a Proportionate Voting Share shall entitle the holder to the number of votes calculated by multiplying the fraction by 1,000 and rounding the product down to the nearest whole number, at each such meeting.

2.2 Alteration to Rights of Proportionate Voting Shares.

(a) So long as any Proportionate Voting Shares remain outstanding, the Company will not, without the consent of the holders of Proportionate Voting Shares expressed by separate special resolution alter or amend these Articles if the result of such alteration or amendment would:

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(i) prejudice or interfere with any right or special right attached to the Proportionate Voting Shares; or
(ii) affect the rights or special rights of the holders of Subordinate Voting Shares or Proportionate Voting Shares on a per share basis as provided for herein.

(b) At any meeting of holders of Proportionate Voting Shares called to consider such a separate special resolution, each whole Proportionate Voting Share shall entitle the holder to one (1) vote.

2.3 Dividends.

(a) The holders of Proportionate Voting Shares shall be entitled to receive such dividends payable in cash or property of the Company as may be declared by the directors from time to time. The directors may not declare a dividend payable in cash or property on the Proportionate Voting Shares unless the directors simultaneously declare a dividend payable in cash or property on the Subordinate Voting Shares, in an amount equal to the amount of the dividend declared per Proportionate Voting Share divided by 1,000.

(b) The directors may declare a stock dividend payable in Proportionate Voting Shares on the Proportionate Voting Shares, but only if the directors simultaneously declare a stock dividend payable in:

(i) Proportionate Voting Shares on the Subordinate Voting Shares, in a number of shares per Subordinate Voting Share equal to the number of Proportionate Voting Shares declared as a dividend per Proportionate Voting Share, divided by 1,000; or
(ii) Subordinate Voting Shares on the Subordinate Voting Shares, in a number of shares per Subordinate Voting Share equal to the number of Proportionate Voting Shares declared as a dividend per Proportionate Voting Share.

(c) The directors may declare a stock dividend payable in Subordinate Voting Shares on the Proportionate Voting Shares, but only if the directors simultaneously declare a stock dividend payable in Subordinate Voting Shares on the Subordinate Voting Shares, in a number of shares per Subordinate Voting Share equal to the number of Subordinate Voting Shares declared as a dividend per Proportionate Voting Share, divided by 1,000.

(d) Holders of fractional Proportionate Voting Shares shall be entitled to receive any dividend declared on the Proportionate Voting Shares, in an amount equal to the dividend per Proportionate Voting Share multiplied by the fraction thereof held by such holder.

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2.4 Liquidation Rights. In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company to its shareholders for the purpose of winding up its affairs, the holders of the Proportionate Voting Shares shall be entitled to participate pari passu with the holders of Subordinate Voting Shares, with the amount of such distribution per Proportionate Voting Share equal to the amount of such distribution per Subordinate Voting Share multiplied by 1,000; and each fraction of a Proportionate Voting Share will be entitled to the amount calculated by multiplying the fraction by the amount payable per whole Proportionate Voting Share.

2.5 Subdivision or Consolidation. The Proportionate Voting Shares shall not be consolidated or subdivided unless the Subordinate Voting Shares are simultaneously consolidated or subdivided utilizing the same divisor or multiplier.

2.6 Voluntary Conversion. Subject the Conversion Limitation set forth in this Section 2.6, holders of Proportionate Voting Shares shall have the following rights of conversion (the "Share Conversion Right"):

(a) Right to Convert Proportionate Voting Shares. Subject to the limitations set out in this Section 2.6, each Proportionate Voting Share shall be convertible at the option of the holder into such number of Subordinate Voting Shares as is determined by multiplying the number of Proportionate Voting Shares in respect of which the Share Conversion Right is exercised by 1,000. Fractions of Proportionate Voting Shares may be converted into such number of Subordinate Voting Shares as is determined by multiplying the fraction by 1,000, rounded down to the nearest whole share.

(b) Restricted Conversion Period. For the period (the "Restricted Conversion Period") prior to July 1, 2021 (the "Unrestricted Conversion Date"), the directors (or a committee thereof) or any officer of the Company designated thereby shall determine whether the Conversion Limitation set forth in this Section 2.6 shall apply.

(c) Foreign Private Issuer Status. Subject to the terms hereof, the Company shall not give effect to any voluntary conversion of Proportionate Voting Shares pursuant to this Section 2.6 or otherwise during the Restricted Conversion Period, and the Share Conversion Right will not apply during the Restricted Conversion Period, to the extent that after giving effect to all permitted issuances after such conversion of Proportionate Voting Shares, the aggregate number of Subordinate Voting Shares and Proportionate Voting Shares (calculated on the basis that each Subordinate Voting Share and Proportionate Voting Share is counted once, without regard to the number of votes carried by such share) held of record, directly or indirectly, by residents of the United States (as determined in accordance with Rules 3b-4 and 12g3-2(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) ("U.S. Residents") would exceed forty percent (40%) (the "40% Threshold") of the aggregate number of Subordinate Voting Shares and Proportionate Voting Shares (calculated on the same basis) issued and outstanding (the "FPI Restriction"). The directors may by resolution increase the 40% Threshold to a number not to exceed fifty percent (50%), and if any such

A-7

resolution is adopted, all references to the 40% Threshold herein shall refer instead to the amended percentage threshold set by the directors in such resolution, and the formula in Section 2.6(d) shall be adjusted to give effect to such amended percentage threshold.

(d) Conversion Limitation. In order to give effect to the FPI Restriction, the number of Subordinate Voting Shares issuable to a holder of Proportionate Voting Shares upon exercise by such holder of the Share Conversion Right during the Restricted Conversion Period will be subject to the 40% Threshold based on the number of Proportionate Voting Shares held by such holder as of the date of initial issuance of Proportionate Voting Shares to such holder, and thereafter on the last day of each of the Company's subsequent fiscal quarters during the Restricted Conversion Period (the date of initial issuance and the last day of each of the Company's subsequent fiscal quarters each being a "Determination Date") calculated as follows:

$$
\mathrm {X} = [ \mathrm {A x} 40 \% - \mathrm {B} ] \mathrm {x (C / D)}
$$

Where, on the Determination Date:

X = Maximum Number of Subordinate Voting Shares which may be issued upon exercise of the Share Conversion Right.

A = Aggregate number of Subordinate Voting Shares and Proportionate Voting Shares issued and outstanding on such Determination Date.

B = Aggregate number of Subordinate Voting Shares and Proportionate Voting Shares held of record, directly or indirectly, by U.S. Residents on such Determination Date.

C = Aggregate Number of Proportionate Voting Shares held by such holder on such Determination Date.

D = Aggregate Number of All Proportionate Voting Shares on such Determination Date.

The Company shall determine as of each Determination Date, in its sole discretion, acting reasonably, the aggregate number of Subordinate Voting Shares and Proportionate Voting Shares held of record, directly or indirectly, by U.S. Residents, and the maximum number of Subordinate Voting Shares which may be issued upon exercise of the Share Conversion Right, generally in accordance with the formula set forth immediately above. Upon request by a holder of Proportionate Voting Shares, the Company will provide each holder of Proportionate Voting Shares with notice of such maximum number as at the most recent Determination Date, or a more recent date as may be determined by the Company in its discretion. During the Restricted Conversion Period, to the extent that issuances of Subordinate Voting Shares on exercise of the Share Conversion Right would result in the 40% Threshold being exceeded, the number of Subordinate Voting Shares

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to be issued will be pro-rated among each holder of Proportionate Voting Shares exercising the Share Conversion Right.

Notwithstanding the provisions of Sections 2.6(c) and 2.6(d), the directors may by resolution waive the application of the Conversion Restriction to any exercise or exercises of the Share Conversion Right to which the Conversion Restriction would otherwise apply, or to future Conversion Restrictions generally, including with respect to a period of time.

(e) Mechanics of Conversion. Before any holder of Proportionate Voting Shares shall be entitled to voluntarily convert Proportionate Voting Shares into Subordinate Voting Shares in accordance with Section 2.6(a), the holder shall surrender the certificate(s) or direct registration statement(s), if any, representing the Proportionate Voting Shares to be converted at the head office of the Company, or the office of any transfer agent for the Proportionate Voting Shares, and shall give written notice to the Company at its head office of his or her election to convert such Proportionate Voting Shares and shall state therein the name or names in which the certificate(s) or direct registration statement(s) representing the Subordinate Voting Shares are to be issued (a "Conversion Notice"). The Company shall (or shall cause its transfer agent to) as soon as practicable thereafter, issue to such holder or his or her nominee, a certificate(s) or direct registration statement(s) representing the number of Subordinate Voting Shares to which such holder is entitled upon conversion. Such conversion shall be deemed to have taken place immediately prior to the close of business on the day on which the certificate(s) or direct registration statement(s) representing the Proportionate Voting Shares to be converted is surrendered and the Conversion Notice is delivered, and the person or persons entitled to receive the Subordinate Voting Shares issuable upon such conversion shall be treated for all purposes as the holder or holders of record of such Subordinate Voting Shares as of such date.

2.7 Mandatory Conversion. The Company shall have the following rights in respect of conversion of the Proportionate Voting Shares:

(a) Right to Convert Proportionate Voting Shares. Notwithstanding anything contained herein to the contrary, the Company shall have the right (the "Company Share Conversion Right") to require each holder of Proportionate Voting Shares to convert (the "PVS Conversion") all, and not less than all, of the Proportionate Voting Shares held by such holder into such number of Subordinate Voting Shares as is determined by multiplying the number of Proportionate Voting Shares in respect of which the Company Share Conversion Right is exercised by 1,000. Fractions of Proportionate Voting Shares may be converted into such number of Subordinate Voting Shares as is determined by multiplying the fraction by 1,000, rounded down to the nearest whole number and no payment shall be made or consideration provided on account of any such rounding. The Company Share Conversion Right may be exercised by the Company if all the following conditions are either satisfied (and, for certainty, the following conditions continue to be satisfied at the Conversion Time (as defined below)) or waived by special resolution of the holders of Proportionate Voting Shares:

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(i) the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; and

(ii) the Subordinate Voting Shares are listed or quoted (and are not suspended from trading) on a recognized North American stock exchange including the New York Stock Exchange, the NYSE American Stock Exchange, the NASDAQ Stock Market, the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or Aequitas NEO Exchange (or any other Canadian stock exchange recognized as such by the Ontario Securities Commission).

(b) Mechanics of Conversion.

(i) In order to exercise the Company Share Conversion Right, the Company shall issue or cause its transfer agent to issue to each holder of Proportionate Voting Shares of record a notice (the "PVS Conversion Notice") at least 10 days prior to the record date of the PVS Conversion (the "PVS Conversion Date") which shall specify therein: (i) the number of Subordinate Voting Shares into which the Proportionate Voting Shares are convertible pursuant to the PVS Conversion; and (ii) the PVS Conversion Date;

(ii) At the time of conversion (the "Conversion Time") on the PVS Conversion Date, each certificate or direct registration statement representing Proportionate Voting Shares shall be null and void and the former holders of Proportionate Voting Shares shall be entered on the register maintained for the Subordinate Voting Shares as holders of Subordinate Voting Shares and shall be treated for all purposes as the record holder or holders of the number of Subordinate Voting Shares to which each former holder or holders of Proportionate Voting Shares is entitled pursuant to Section 2.7(a); and

(iii) As soon as practicable on or after the PVS Conversion Date, and in any event within ten (10) days of the PVS Conversion Date, the Company will issue or send, or cause its transfer agent to issue or send certificate(s) or direct registration statement(s) (at the sole discretion of the Company) to each former holder of Proportionate Voting Shares representing the number of Subordinate Voting Shares into which the Proportionate Voting Shares have been converted.

(c) Effect of Conversion. All Proportionate Voting Shares which shall have been converted pursuant to the PVS Conversion shall no longer be deemed to be outstanding and all rights and special rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive Subordinate Voting Shares in exchange therefor in accordance with this Section 2.7.

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SCHEDULE "B"

SUMMARY OF DISSENT RIGHTS

Section 185 of the OBCA provides that a shareholder may only exercise the right to dissent with respect to all the shares of a class held by the shareholder on behalf of any one beneficial owner and registered in the shareholder's name. One consequence of this provision is that a shareholder may only exercise the right to dissent under section 185 of the OBCA in respect of the shares which are registered in that shareholder's name. In many cases, shares beneficially owned by a person (a "Beneficial Holder") are registered either: (i) in the name of an intermediary that the Beneficial Holder deals with in respect of the shares (such as banks, trust companies, securities dealers and brokers, trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans, and their nominees); or (ii) in the name of a clearing agency (such as CDS Clearing and Depositary Services Inc. ("CDS")) of which the intermediary is a participant. Accordingly, a Beneficial Holder will not be entitled to exercise the right to dissent under section 185 of the OBCA directly (unless the shares are reregistered in the Beneficial Holder's name). A Beneficial Holder who wishes to exercise the right to dissent should immediately contact the intermediary who the Beneficial Holder deals with in respect of the applicable shares and either: (i) instruct the intermediary to exercise the right to dissent on the Beneficial Holder's behalf (which, if the shares are registered in the name of CDS or another clearing agency, would require that the shares first be re-registered in the name of the intermediary); or instruct the intermediary to re-register the shares in the name of the Beneficial Holder, in which case the Beneficial Holder would then have to exercise the right to dissent directly.

A registered Shareholder who wishes to invoke the provisions of section 185 of the OBCA (a "Dissenting Shareholder") must send the Corporation a written objection to the Share Capital Amendment Resolution (a "Notice of Dissent") at the following address: 20 Holly Street, Suite 300, Toronto, Ontario, M4S 3B1, Attention: Vernon Lobo. The Notice of Dissent must be sent at or before the Meeting. The sending of a Notice of Dissent does not deprive a registered Shareholder of his or her right to vote on the Share Capital Amendment Resolution, but a vote either in person or by proxy against the Share Capital Amendment Resolution does not constitute a Notice of Dissent.

Within 10 days after the Share Capital Amendment Resolution is approved, the Corporation must send a notice confirming passage for such resolution (the "Approval Notice") to those Dissenting Shareholders who have not withdrawn their Notices of Dissent and did not vote in favour of the Share Capital Amendment Resolution at the Meeting. Within 20 days after receipt of such Approval Notice (or if a Dissenting Shareholder entitled to receive the Approval Notice does not receive such Approval Notice, within 20 days after he, she or it learns of the approval of the applicable resolution), a Dissenting Shareholder who has not withdrawn her, his or its Notice of Dissent and did not vote in favour of the Share Capital Amendment Resolution at the Meeting must send the Corporation a written notice containing her, his or its name and address, the number of shares of the Corporation held and a demand for payment of the fair value of such shares and, within 30 days after sending such written notice, such Dissenting Shareholder must also send the Corporation the appropriate share certificate(s), if any. If the Share Capital Amendment becomes effective, the Corporation is required to determine the fair value of the Common Shares and to make a written offer to the Dissenting Shareholder to pay such amount. The fair value of those shares is to be determined as of the close of business on the last business day before the date on which the Share Capital Amendment Resolution was adopted. If the Corporation fails to make a written offer or

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such offer is not accepted within 50 days after the Share Capital Amendment becomes effective, the Corporation may apply to the court to fix the fair value of such Common Shares. There is no obligation on the Corporation to apply to the court. If the Corporation fails to make such an application, a Dissenting Shareholder has the right to so apply within a further 20 days. If an application is made by either party, the final order of the court will fix the fair value of the Common Shares of all Dissenting Shareholders. The court may in its discretion allow a reasonable rate of interest on the amount payable to each Dissenting Shareholder from the date the shareholder ceased to have any rights by reason of their dissent until the date of payment.

A Dissenting Shareholder will cease to have any rights as a shareholder of the Corporation other than the right to be paid the fair value for her, his or its Common Shares upon the earliest of: (i) the Share Capital Amendment becoming effective; (ii) the Corporation and the Dissenting Shareholder entering into an agreement as to the payment to be made by the Corporation for the Dissenting Shareholder's shares; or (iii) the Court making an order fixing the fair value of the Common Shares. Until one of these three events occur, the Dissenting Shareholder may withdraw the Notice of Dissent or the Corporation may rescind the Share Capital Amendment Resolution, and the dissent and appraisal proceedings in respect of such Dissenting Shareholder will be discontinued.

Dissenting Shareholders will not have any right other than those granted under the OBCA to have their Common Shares appraised or to receive the fair value thereof.

The above is only a summary and is expressly subject to the dissenting shareholder provisions of section 185 of the OBCA. The Corporation is not required to notify, and the Corporation will not notify, Shareholders of the time periods within which action must be taken in order for a Shareholder to exercise the Shareholder's dissent rights. It is recommended that any Shareholder of the Corporation wishing to exercise a right to dissent should seek legal advice, as failure to comply strictly with the provisions of the OBCA may result in the loss or unavailability of the right to dissent.

SECTION 185 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

Rights of dissenting shareholders

185 (1) Subject to subsection (3) and to sections 186 and 248, if a corporation resolves to,

(a) amend its articles under section 168 to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of the shares of the corporation;

(b) amend its articles under section 168 to add, remove or change any restriction upon the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise;

(d) be continued under the laws of another jurisdiction under section 181; or

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Note: On a day to be named by proclamation of the Lieutenant Governor, subsection 185 (1) of the Act is amended by striking out "or" at the end of clause (d) and by adding the following clauses: (See: 2017, c. 20, Sched. 6, s. 24)

(d.1) be continued under the Co-operative Corporations Act under section 181.1;

(d.2) be continued under the Not-for-Profit Corporations Act, 2010 under section 181.2; or

(e) sell, lease or exchange all or substantially all its property under subsection 184 (3),

a holder of shares of any class or series entitled to vote on the resolution may dissent. R.S.O. 1990, c. B.16, s. 185 (1).

Idem

(2) If a corporation resolves to amend its articles in a manner referred to in subsection 170 (1), a holder of shares of any class or series entitled to vote on the amendment under section 168 or 170 may dissent, except in respect of an amendment referred to in,

(a) clause 170 (1) (a), (b) or (e) where the articles provide that the holders of shares of such class or series are not entitled to dissent; or

(b) subsection 170 (5) or (6). R.S.O. 1990, c. B.16, s. 185 (2).

One class of shares

(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares. 2006, c. 34, Sched. B, s. 35.

Exception

(3) A shareholder of a corporation incorporated before the 29th day of July, 1983 is not entitled to dissent under this section in respect of an amendment of the articles of the corporation to the extent that the amendment,

(a) amends the express terms of any provision of the articles of the corporation to conform to the terms of the provision as deemed to be amended by section 277; or

(b) deletes from the articles of the corporation all of the objects of the corporation set out in its articles, provided that the deletion is made by the 29th day of July, 1986. R.S.O. 1990, c. B.16, s. 185 (3).

Shareholder's right to be paid fair value

(4) In addition to any other right the shareholder may have, but subject to subsection (30), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents becomes effective, to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted. R.S.O. 1990, c. B.16, s. 185 (4).

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No partial dissent

(5) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the dissenting shareholder on behalf of any one beneficial owner and registered in the name of the dissenting shareholder. R.S.O. 1990, c. B.16, s. 185 (5).

Objection

(6) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting or of the shareholder's right to dissent. R.S.O. 1990, c. B.16, s. 185 (6).

Idem

(7) The execution or exercise of a proxy does not constitute a written objection for purposes of subsection (6). R.S.O. 1990, c. B.16, s. 185 (7).

Notice of adoption of resolution

(8) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (6) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn the objection. R.S.O. 1990, c. B.16, s. 185 (8).

Idem

(9) A notice sent under subsection (8) shall set out the rights of the dissenting shareholder and the procedures to be followed to exercise those rights. R.S.O. 1990, c. B.16, s. 185 (9).

Demand for payment of fair value

(10) A dissenting shareholder entitled to receive notice under subsection (8) shall, within twenty days after receiving such notice, or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing,

(a) the shareholder's name and address;

(b) the number and class of shares in respect of which the shareholder dissents; and

Certificates to be sent in

(11) Not later than the thirtieth day after the sending of a notice under subsection (10), a dissenting shareholder shall send the certificates, if any, representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent. R.S.O. 1990, c. B.16, s. 185 (11); 2011, c. 1, Sched. 2, s. 1 (9).

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Idem

(12) A dissenting shareholder who fails to comply with subsections (6), (10) and (11) has no right to make a claim under this section. R.S.O. 1990, c. B.16, s. 185 (12).

Endorsement on certificate

(13) A corporation or its transfer agent shall endorse on any share certificate received under subsection (11) a notice that the holder is a dissenting shareholder under this section and shall return forthwith the share certificates to the dissenting shareholder. R.S.O. 1990, c. B.16, s. 185 (13).

Rights of dissenting shareholder

(14) On sending a notice under subsection (10), a dissenting shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shares as determined under this section except where,

(a) the dissenting shareholder withdraws notice before the corporation makes an offer under subsection (15);

(b) the corporation fails to make an offer in accordance with subsection (15) and the dissenting shareholder withdraws notice; or

(c) the directors revoke a resolution to amend the articles under subsection 168 (3), terminate an amalgamation agreement under subsection 176 (5) or an application for continuance under subsection 181 (5), or abandon a sale, lease or exchange under subsection 184 (8),

in which case the dissenting shareholder's rights are reinstated as of the date the dissenting shareholder sent the notice referred to in subsection (10). R.S.O. 1990, c. B.16, s. 185 (14); 2011, c. 1, Sched. 2, s. 1 (10).

Same

(14.1) A dissenting shareholder whose rights are reinstated under subsection (14) is entitled, upon presentation and surrender to the corporation or its transfer agent of any share certificate that has been endorsed in accordance with subsection (13),

(a) to be issued, without payment of any fee, a new certificate representing the same number, class and series of shares as the certificate so surrendered; or

(b) if a resolution is passed by the directors under subsection 54 (2) with respect to that class and series of shares,

(i) to be issued the same number, class and series of uncertificated shares as represented by the certificate so surrendered, and

(ii) to be sent the notice referred to in subsection 54 (3). 2011, c. 1, Sched. 2, s. 1 (11).

Same

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(14.2) A dissenting shareholder whose rights are reinstated under subsection (14) and who held uncertificated shares at the time of sending a notice to the corporation under subsection (10) is entitled,

(a) to be issued the same number, class and series of uncertificated shares as those held by the dissenting shareholder at the time of sending the notice under subsection (10); and

(b) to be sent the notice referred to in subsection 54 (3). 2011, c. 1, Sched. 2, s. 1 (11).

Offer to pay

(15) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (10), send to each dissenting shareholder who has sent such notice,

(a) a written offer to pay for the dissenting shareholder's shares in an amount considered by the directors of the corporation to be the fair value thereof, accompanied by a statement showing how the fair value was determined; or

(b) if subsection (30) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares. R.S.O. 1990, c. B.16, s. 185 (15).

Idem

(16) Every offer made under subsection (15) for shares of the same class or series shall be on the same terms. R.S.O. 1990, c. B.16, s. 185 (16).

Idem

(17) Subject to subsection (30), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (15) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made. R.S.O. 1990, c. B.16, s. 185 (17).

Application to court to fix fair value

(18) Where a corporation fails to make an offer under subsection (15) or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as the court may allow, apply to the court to fix a fair value for the shares of any dissenting shareholder. R.S.O. 1990, c. B.16, s. 185 (18).

Idem

(19) If a corporation fails to apply to the court under subsection (18), a dissenting shareholder may apply to the court for the same purpose within a further period of twenty days or within such further period as the court may allow. R.S.O. 1990, c. B.16, s. 185 (19).

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Idem

(20) A dissenting shareholder is not required to give security for costs in an application made under subsection (18) or (19). R.S.O. 1990, c. B.16, s. 185 (20).

Costs

(21) If a corporation fails to comply with subsection (15), then the costs of a shareholder application under subsection (19) are to be borne by the corporation unless the court otherwise orders. R.S.O. 1990, c. B.16, s. 185 (21).

Notice to shareholders

(22) Before making application to the court under subsection (18) or not later than seven days after receiving notice of an application to the court under subsection (19), as the case may be, a corporation shall give notice to each dissenting shareholder who, at the date upon which the notice is given,

(a) has sent to the corporation the notice referred to in subsection (10); and

(b) has not accepted an offer made by the corporation under subsection (15), if such an offer was made,

of the date, place and consequences of the application and of the dissenting shareholder's right to appear and be heard in person or by counsel, and a similar notice shall be given to each dissenting shareholder who, after the date of such first mentioned notice and before termination of the proceedings commenced by the application, satisfies the conditions set out in clauses (a) and (b) within three days after the dissenting shareholder satisfies such conditions. R.S.O. 1990, c. B.16, s. 185 (22).

Parties joined

(23) All dissenting shareholders who satisfy the conditions set out in clauses (22) (a) and (b) shall be deemed to be joined as parties to an application under subsection (18) or (19) on the later of the date upon which the application is brought and the date upon which they satisfy the conditions, and shall be bound by the decision rendered by the court in the proceedings commenced by the application. R.S.O. 1990, c. B.16, s. 185 (23).

Idem

(24) Upon an application to the court under subsection (18) or (19), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall fix a fair value for the shares of all dissenting shareholders. R.S.O. 1990, c. B.16, s. 185 (24).

Appraisers

(25) The court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders. R.S.O. 1990, c. B.16, s. 185 (25).

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Final order

(26) The final order of the court in the proceedings commenced by an application under subsection (18) or (19) shall be rendered against the corporation and in favour of each dissenting shareholder who, whether before or after the date of the order, complies with the conditions set out in clauses (22) (a) and (b). R.S.O. 1990, c. B.16, s. 185 (26).

Interest

(27) The court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment. R.S.O. 1990, c. B.16, s. 185 (27).

Where corporation unable to pay

(28) Where subsection (30) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (26), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares. R.S.O. 1990, c. B.16, s. 185 (28).

Idem

(29) Where subsection (30) applies, a dissenting shareholder, by written notice sent to the corporation within thirty days after receiving a notice under subsection (28), may,

(a) withdraw a notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder's full rights are reinstated; or

(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders. R.S.O. 1990, c. B.16, s. 185 (29).

Idem

(30) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that,

(a) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or

(b) the realizable value of the corporation's assets would thereby be less than the aggregate of its liabilities. R.S.O. 1990, c. B.16, s. 185 (30).

Court order

(31) Upon application by a corporation that proposes to take any of the actions referred to in subsection (1) or (2), the court may, if satisfied that the proposed action is not in all the circumstances one that should give rise to the rights arising under subsection (4), by order declare that those rights will not arise upon the taking of the proposed action, and the order may be subject to compliance upon such terms and conditions as the court thinks fit and, if the corporation is an

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offering corporation, notice of any such application and a copy of any order made by the court upon such application shall be served upon the Commission. 1994, c. 27, s. 71 (24).

Commission may appear

(32) The Commission may appoint counsel to assist the court upon the hearing of an application under subsection (31), if the corporation is an offering corporation. 1994, c. 27, s. 71 (24).

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SCHEDULE "C"

MINILUX E HOLDINGS CORP. OMNIBUS EQUITY INCENTIVE PLAN

2021 OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN

ARTICLE 1

ESTABLISHMENT, PURPOSE AND DURATION

1.1 Establishment of the Plan. The following is the omnibus equity incentive compensation plan of MiniLuxe Holdings Corp. (formerly Rise Capital Corp.) (the "Company") pursuant to which stock-based compensation Awards (as defined below) may be granted to eligible Participants (as defined below). The name of the plan is the MiniLuxe 2021 Omnibus Equity Incentive Compensation Plan (the "Plan"). The Plan permits the grant of Options, Restricted Share Units, Deferred Share Units and Performance Share Units (as such terms are defined below).

The Plan was approved by the Board (as defined below) on $\bullet$ , 2021, and will be deemed to become effective as of the date of completion of the Company's "qualifying transaction" with MiniLuxe Inc. (the "Effective Date"), which is expected to be completed on or about $\bullet$ , 2021 (the "QT"), until the earlier of: (i) the date it is terminated by the Board in accordance with the Plan; and (ii) 10 years after the date of the Plan. On the Effective Date, the Plan will in all respects replace and supersede the existing stock option plan of the Company.

1.2 Purpose of the Plan. The purposes of the Plan are to: (i) provide the Company with a mechanism to attract, retain and motivate highly qualified directors, officers, employees and consultants; (ii) align the interests of Participants with that of other shareholders of the Company generally; and (iii) enable and encourage Participants to participate in the long-term growth of the Company through the acquisition of Shares (as defined below) as long-term investments.

ARTICLE 2

DEFINITIONS

Whenever used in the Plan, the following terms shall have the respective meanings set forth below, unless the context clearly requires otherwise, and when such meaning is intended, such term shall be capitalized.

"Affiliate" means any corporation, partnership or other entity: (i) in which the Company, directly or indirectly, has majority ownership interest; or (ii) which the Company controls. For the purposes of this definition, the Company is deemed to "control" such corporation, partnership or other entity if the Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation, partnership or other entity, whether through the ownership of voting securities, by contract or otherwise, and includes a corporation which is considered to be a subsidiary for purposes of consolidation under International Financial Reporting Standards.

"Award" means, individually or collectively, a grant under the Plan of Options, Deferred Share Units, Restricted Share Units or Performance Share Units, in each case subject to the terms of the Plan.

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"Award Agreement" means either: (i) a written agreement entered into by the Company or an Affiliate of the Company and a Participant setting forth the terms and provisions applicable to Awards granted under the Plan; or (ii) a written statement issued by the Company or an Affiliate of the Company to a Participant describing the terms and provisions of such Award. All Award Agreements shall be deemed to incorporate the provisions of the Plan. An Award Agreement need not be identical to other Award Agreements either in form or substance.

"Blackout Period" means a period of time during which the Participant cannot sell Shares, due to applicable law or policies of the Company in respect of insider trading.

"Board" means the board of directors of the Company as constituted from time to time.

"Cause" means either: (i) if the Participant has a written agreement pursuant to which he or she offers his or her services to the Company and the term "cause" is defined in such agreement, "cause" as defined in such agreement; or (ii) (A) the inability of the Participant to perform his or her duties due to a legal impediment such as an injunction, restraining order or other type of judicial judgment, decree or order entered against the Participant, (B) the failure of the Participant to follow the Company's reasonable instructions with respect to the performance of his or her duties, (C) any material breach by the Participant of his or her obligations under any code of ethics, any other code of business conduct or any lawful policies or procedures of the Company, (D) excessive absenteeism, flagrant neglect of duties, serious misconduct, or conviction of crime or fraud, or (E) any other act or omission of the Participant which would at law permit an employer to, without notice or payment in lieu of notice, terminate the employment of an employee.

"Change of 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 Company as a result of which the holders of Shares prior to the completion of the transaction hold or beneficially own, directly or indirectly, less than 50% of the outstanding Voting Securities of the successor corporation after completion of the transaction;

(b) the sale, lease, exchange or other disposition, in a single transaction or a series of related transactions, of all or substantially all of the assets of the Company and/or any of its subsidiaries to any other Person, other than disposition to a wholly-owned subsidiary in the course of a reorganization of the assets of the Company and its subsidiaries;

(d) an acquisition by any Person or group of Persons acting jointly or in concert of beneficial ownership of more than 50% of the Shares in the aggregate; or

(e) the Board adopts a resolution to the effect that a Change of Control as defined herein has occurred or is imminent.

"Code" means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

"Committee" means the Board or, if so delegated in whole or in part by the Board, any duly authorized committee of the Board appointed by the Board to administer the Plan.

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"Consultant" has the meaning set out in Policy 4.4 of the TSXV Corporate Finance Manual or such replacement definition for so long as the Shares are listed on the TSXV, and if the Shares are not so listed, shall have the meaning, if any, that applies to a listing of the Shares on such other exchange as the Shares are then listed on.

"Deferred Share Unit" means an Award denominated in units that provides the holder thereof with a right to receive Shares or cash or a combination thereof upon settlement of the Award, granted under and subject to the terms of the Plan.

"Director" means any individual who is a member of the Board.

"Disability" means the disability of the Participant which would entitle the Participant to receive disability benefits pursuant to the long-term disability plan of the Company (if one exists) then covering the Participant, provided that the Board may, in its sole discretion, determine that, notwithstanding the provisions of any such long-term disability plan, the Participant is permanently disabled for the purposes of the Plan.

"Employee" means any employee or officer of the Company or an Affiliate of the Company; provided, however, that Directors who are not otherwise employed by the Company or an Affiliate of the Company shall not be considered Employees under the Plan.

"Existing Awards" means outstanding options to purchase shares of MiniLuxe US granted by MiniLuxe US prior to the completion of the QT which were exchanged for options to purchase shares of the Company pursuant to the terms of the QT.

"FMV" means, unless otherwise required by any applicable provision of the Code or any regulations thereunder or by any applicable accounting standard for the Company's desired accounting for Awards or by the rules of the TSXV, a price that is determined by the Committee, provided that such price cannot be less than the last closing price of the Shares on the TSXV less any discount permitted by the rules or policies of the TSXV.

"Insider" has the meaning ascribed to such term in the OSA.

"ITA" means the Income Tax Act (Canada).

"Non-Employee Director" means a Director who is not an Employee.

"Notice Period" means any period of contractual notice or reasonable notice that the Company or an Affiliate of the Company may be required at law, by contract or otherwise agrees to provide to a Participant upon termination of employment, whether or not the Company or Affiliate elects to pay severance in lieu of providing notice to the Participant, provided that where a Participant's employment contract provides for an increased severance or termination payment in the event of termination following a Change of Control, the Notice Period for the purposes of the Plan shall be the Notice Period under such contract applicable to a termination which does not follow a Change of Control.

"Option" means the conditional right to purchase Shares at a stated Option Price for a specified period of time, subject to the terms of the Plan.

"Option Price" means the price at which a Share may be purchased by a Participant pursuant to an Option, as determined by the Committee.

"OSA" means the Securities Act (Ontario), as may be amended from time to time.

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"Participant" means an Employee, Non-Employee Director or Consultant who has been selected to receive an Award, or who has an outstanding Award granted, under the Plan.

"Performance Period" means the period of time during which the assigned performance criteria must be met in order to determine the degree of payout and/or vesting with respect to an Award.

"Performance Share Unit" means an Award granted under Article 10 herein and subject to the terms of the Plan, denominated in units, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.

"Period of Restriction" means the period when an Award of Restricted Share Units is subject to forfeiture based on the passage of time, the achievement of performance criteria, and/or upon the occurrence of other events as determined by the Committee, in its discretion.

"Person" has the meaning ascribed to such term in the OSA.

"Proportionate Voting Shares" means the Class B proportionate voting shares of the Company.

"Restricted Share Unit" means an Award denominated in units subject to a Period of Restriction, with a right to receive Shares or cash or a combination thereof upon settlement of the Award, granted under Article 8 herein and subject to the terms of the Plan.

"Retirement" or "Retire" means a Participant's permanent withdrawal from employment or office with the Company or an Affiliate of the Company on terms and conditions accepted by the Board.

"Shares" means the Class A subordinate voting shares of the Company.

"Termination Date" means the date on which a Participant ceases to be eligible to participate under the Plan as a result of a termination of employment, officer position, board service or consulting arrangement with the Company or any Affiliate of the Company for any reason, including death, Retirement, resignation or termination with or without Cause. For the purposes of the Plan, a Participant's employment, officer position, board service or consulting arrangement with the Company or an Affiliate of the Company shall be considered to have terminated effective on the last day of the Participant's actual and active employment, officer position or board or consulting service with the Company or the Affiliate whether such day is selected by agreement with the individual, unilaterally by the Company or the Affiliate and whether with or without advance notice to the Participant. For the avoidance of doubt, no period of notice or pay in lieu of notice that is given or that ought to have been given under applicable law in respect of such termination of employment that follows or is in respect of a period after the Participant's last day of actual and active employment shall be considered as extending the Participant's period of employment for the purposes of determining his or her entitlement under the Plan.

"TSXV" means the TSX Venture Exchange and at any time the Shares are not listed and posted for trading on the TSXV, shall be deemed to mean such other stock exchange or trading platform upon which the Shares trade and which has been designated by the Committee.

"U.S. Participants" means those Participants that are United States taxpayers.

"Voting Securities" shall mean any securities of the Company ordinarily carrying the right to vote at a meeting of shareholders of the Company and any securities immediately convertible into or exchangeable for such securities.

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ARTICLE 3

ADMINISTRATION

3.1 General. The Committee shall be responsible for administering the Plan. The Committee may employ attorneys, consultants, accountants, agents and other individuals, any of whom may be an Employee, and the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such Persons. All actions taken and all interpretations and determinations made by the Committee shall be final, conclusive and binding upon the Participants, the Company, and all other interested parties. No member of the Committee will be liable for any action or determination taken or made in good faith with respect to the Plan or Awards granted hereunder. Each member of the Committee shall be entitled to indemnification by the Company with respect to any such determination or action in the manner provided for by the Company and its subsidiaries.

3.2 Authority of the Committee. The Committee shall have full and exclusive discretionary power to interpret the terms and the intent of the Plan and any Award Agreement or other agreement ancillary to or in connection with the Plan, to determine eligibility for Awards, and to adopt such rules, regulations and guidelines for administering the Plan as the Committee may deem necessary or proper. Such authority shall include, but not be limited to, selecting Award recipients, establishing all Award terms and conditions, including grant, exercise price, issue price and vesting terms, whether Awards payout in cash or Shares where applicable, determining any performance goals applicable to Awards and whether such performance goals have been achieved, and, subject to Article 14, adopting modifications and amendments to the Plan or any Award Agreement, including, without limitation, any that are necessary or appropriate to comply with the laws or compensation practices of the jurisdictions in which the Company and its Affiliates operate.

3.3 Delegation. The Committee may delegate to one or more of its members any of the Committee's administrative duties or powers as it may deem advisable; provided, however, that any such delegation must be permitted under applicable corporate law.

ARTICLE 4

SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

4.1 Maximum Number of Shares Available for Awards.

(a) The maximum number of Shares issuable pursuant to Options issued under the Plan shall be equal to 10% of the then aggregate number of Shares and Proportionate Voting Shares outstanding on a rolling basis (inclusive of all stock options forming part of the Existing Awards). To the extent that an Option lapses or the rights of its Participant terminate or are paid out in cash (except in the case of Options which cannot be paid out in cash), any Shares subject to such Option shall again be available for the grant of an Option.

(b) In addition to the maximum number of Shares issuable pursuant to Options issued under the Plan as specified in Section 4.1(a), the Corporation may also issue up to an additional ● Shares, in the aggregate, pursuant to the exercise of up to ● RSUs, up to ● DSUs and up to ● PSUs issued under the Plan; provided, however, that the

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maximum number of Shares issuable pursuant to the exercise of RSUs, DSUs and PSUs shall not exceed ● in the aggregate (such that Shares issuable pursuant to any combination of RSUs, DSUs and PSUs may not exceed such limit).

(c) To the extent that an Awards lapses or the rights of its Participant terminate or are paid out in cash (except in the case of Awards which cannot be paid out in cash), any Shares subject to such Award shall again be available for grant under the Plan.

4.2 Award Grants to Individuals

The maximum number of Shares for which Awards may be issued to any one Participant in any 12-month period shall not exceed 5% of the aggregate number of Shares outstanding, calculated on the date an Award is granted to the Participant, unless the Company obtains disinterested shareholder approval as required by the policies of the TSXV. The maximum number of Shares for which Awards may be issued to any Consultant or Persons (in the aggregate) retained to provide Investor Relations Activities (as defined by the TSXV) in any 12-month period shall not exceed 2% of the aggregate number of Shares outstanding, calculated on the date an Award is granted to the Consultant or any such Person, as applicable. For greater certainty, no Awards other than Options may be issued to any Consultants or Persons retained to provide Investor Relations Activities.

4.3 Award Grants to Insiders

Unless disinterested shareholder approval as required by the policies of the TSXV is obtained: (i) the maximum number of Shares for which Awards may be issued to Insiders (as a group) at any point in time shall not exceed 10% of the aggregate number of Shares outstanding; and (ii) the aggregate number of Awards granted to Insiders (as a group), within any 12-month period, shall not exceed 10% of the aggregate number of Shares outstanding, calculated at the date an Award is granted to any Insider.

4.4 Adjustments in Authorized Shares

In the event of any corporate event or transaction (collectively, a "Corporate Reorganization") (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) such as a merger, arrangement, amalgamation, consolidation, reorganization, recapitalization, separation, stock dividend, extraordinary dividend, stock split, reverse stock split, split up, spinoff or other distribution of stock or property of the Company, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the Committee shall make or provide for such adjustments or substitutions, as applicable, in the number and kind of Shares that may be issued under the Plan, the number and kind of Shares subject to outstanding Awards, the Option Price applicable to outstanding Awards, the limit on issuing Awards other than Options granted with an Option Price equal to at least the FMV of a Share on the date of grant, and any other value determinations applicable to outstanding Awards or to the Plan, as are equitably necessary to prevent dilution or enlargement of Participants' rights under the Plan that otherwise would result from such corporate event or transaction. In connection with a Corporate Reorganization, the Committee shall have the discretion to permit a holder of Options to purchase (at the times, for the consideration, and subject to the terms and conditions set out in the Plan and the applicable Award Agreement) and the holder will then accept on the exercise of such Option, in lieu of the Shares that such holder would otherwise have been entitled to purchase, the kind and amount of shares or other securities or property that such holder would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, that holder had owned all Shares that were subject to the Option. Such adjustments shall be made automatically, without

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the necessity of Committee action, on the customary arithmetical basis in the case of any stock split, including a stock split effected by means of a stock dividend, and in the case of any other dividend paid in Shares.

The Committee shall also make appropriate adjustments in the terms of any Awards under the Plan as are equitably necessary to reflect such Corporate Reorganization and may modify any other terms of outstanding Awards, including modifications of performance criteria and changes in the length of Performance Periods. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan, provided that any such adjustments must comply with Section 409A of the Code with respect to any U.S. Participants.

Subject to the provisions of Article 12 and any applicable law or regulatory requirement, without affecting the number of Shares reserved or available hereunder, the Committee may authorize the issuance, assumption, substitution or conversion of Awards under the Plan in connection with any Corporate Reorganization, upon such terms and conditions as it may deem appropriate. Additionally, the Committee may amend the Plan, or adopt supplements to the Plan, in such manner as it deems appropriate to provide for such issuance, assumption, substitution or conversion as provided in the previous sentence.

4.5 Existing Awards. Subject to any required approvals of the TSXV and compliance with applicable securities laws, all Existing Awards shall, from and after the Effective Date, be subject to and governed by the terms of the Plan.

ARTICLE 5 ELIGIBILITY AND PARTICIPATION

5.1 Eligibility. Awards under the Plan shall be granted only to bona fide Employees, Non-Employee Directors and Consultants.

5.2 Actual Participation. Subject to the provisions of the Plan, the Committee may, from time to time, in its sole discretion select from among eligible Employees, Non-Employee Directors and Consultants those to whom Awards shall be granted under the Plan, and shall determine in its discretion the nature, terms, conditions and amount of each Award.

ARTICLE 6 STOCK OPTIONS

6.1 Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee in its discretion.

6.2 Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the Option, the number of Shares to which the Option pertains, the conditions, if any, upon which an Option shall become vested and exercisable, and any such other provisions as the Committee shall determine.

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6.3 Option Price. The Option Price for each grant of an Option under the Plan shall be determined by the Committee and shall be specified in the Award Agreement. The Option Price for an Option shall be not less than the FMV of the Shares on the date of grant.

6.4 Vesting of Options. Unless otherwise specified in an Award Agreement, and subject to any provisions of the Plan or the applicable Award Agreement relating to acceleration of vesting of Options, Options shall vest equally over a four-year period such that 1/4 of the Options shall vest on the first, second, third and fourth anniversary dates of the date that the Options were granted.

6.5 Duration of Options. Each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant; provided, however, that, subject to Section 6.6, no Option shall be exercisable later than the tenth (10th) anniversary date of its grant.

6.6 Blackout Periods. If the date on which an Option is scheduled to expire occurs during, or within 10 business days after the last day of a Black Out Period applicable to such Participant, then the expiry date for such Option shall be extended to the last day of such 10-business day period.

6.7 Exercise of Options. Options granted under this Article 6 shall be exercisable at such times and on the occurrence of such events, and be subject to such restrictions and conditions, as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant.

6.8 Payment. Options granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures which may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment of the Option Price.

The Option Price upon exercise of any Option shall be payable to the Company in full by direct deposit or wire transfer.

As soon as practicable after receipt of a notification of exercise and full payment of the Option Price, the Shares in respect of which the Option has been exercised shall be issued as fully-paid and non-assessable Subordinate Voting Shares of the Company. As of the business day the Company receives such notice and such payment, the Participant (or the Person claiming through a Participant, as the case may be) shall be entitled to be entered on the share register of the Company as the holder of the number of Shares in respect of which the Option was exercised and to receive as promptly as possible thereafter, but in any event, on or before the 15th day of the third month of the year following the year in which the Option was exercised, a certificate or evidence of book entry representing the said number of Shares. The Company shall cause to be delivered to or to the direction of the Participant Share certificates or evidence of book entry Shares in an appropriate amount based upon the number of Shares purchased under the Option(s).

6.9 Death, Disability, Retirement and Termination or Resignation of Employment. If the Award Agreement does not specify the effect of a termination or resignation of employment then the following default rules will apply:

(a) Death: If a Participant dies while an Employee, Director of, or Consultant to, the Company or an Affiliate of the Company:

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(i) all unvested Options as at the Termination Date shall automatically and immediately vest; and

(ii) all vested Options (including those that vested pursuant to (i) above) shall continue to be subject to the Plan and exercisable for a period of 90 days after the Termination Date, provided that any Options that have not been exercised within 90 days after the Termination Date shall automatically and immediately expire and be forfeited on such date.

(b) Disability: If a Participant ceases to be eligible to be a Participant under the Plan as a result of their Disability then all Options remain and continue to vest (and are exercisable) in accordance with the terms of the Plan for a period of 12 months after the Termination Date, provided that any Options that have not been exercised (whether vested or not) within 12 months after the Termination Date shall automatically and immediately expire and be forfeited on such date.

(c) Retirement: If a Participant Retires then the Board shall have the discretion, with respect to such Participant's Options, to determine: (i) whether to accelerate vesting of any or all of such Options, (ii) whether any of such Options shall be cancelled, with or without payment, and (iii) how long, if at all, such Options may remain outstanding following the Termination Date; provided, however, that in no event shall such Options be exercisable for more than 12 months after the Termination Date.

(d) Termination for Cause: If a Participant ceases to be eligible to be a Participant under the Plan as a result of their termination for Cause, then all Options, whether vested or not, as at the Termination Date shall automatically and immediately expire and be forfeited.

(e) Termination without Cause or Voluntary Resignation: If a Participant ceases to be eligible to be a Participant under the Plan for any reason, other than as set out in Sections 6.9(a) to 6.9(d), then, unless otherwise determined by the Board in its sole discretion, as of the Termination Date:

(i) all unvested Options shall automatically and immediately expire and be forfeited, and

(ii) all vested Options shall continue to be subject to the Plan and exercisable for a period of 90 days after the Termination Date, provided that any Options that have not been exercised within 90 days after the Termination Date shall automatically and immediately expire and be forfeited on such date.

6.10 Non Transferability of Options. An Option granted under this Article 6 may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the

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laws of descent and distribution. Further, all Options granted to a Participant under this Article 6 shall be exercisable during such Participant's lifetime only by such Participant.

ARTICLE 8

RESTRICTED SHARE UNITS

8.1 Grant of Restricted Share Units. Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Restricted Share Units to Participants in such amounts and upon such terms as the Committee shall determine.

8.2 Restricted Share Unit Agreement. Each Restricted Share Unit grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Restricted Share Units granted, the settlement date for Restricted Share Units, whether such Restricted Share Unit is settled in cash, Shares or a combination thereof or if the form of payment is reserved for later determination by the Committee (provided that such other form of payment complies with the rules of the TSXV), and any such other provisions as the Committee shall determine, provided that unless otherwise determined by the Committee or as set out in any Award Agreement, no Restricted Share Unit shall vest later than three years after the date of grant. The Committee shall impose, in the Award Agreement at the time of grant, such other conditions and/or restrictions on any Restricted Share Units granted pursuant to the Plan as it may deem advisable, including, without limitation, restrictions based upon the achievement of specific performance criteria, time based restrictions on vesting following the attainment of the performance criteria, time based restrictions, restrictions under applicable laws or under the requirements of the TSXV.

8.3 Vesting of Restricted Share Units. Unless otherwise specified in an Award Agreement, and subject to any provisions of the Plan or the applicable Award Agreement relating to acceleration of vesting of Restricted Share Units, Restricted Share Units shall vest equally over a three year period such that 1/3 of the Restricted Share Units granted in an Award shall vest on the first, second and third anniversary dates of the date that the Award was granted, and provided that no Restricted Share Unit granted shall vest and be payable after December 31st of the third calendar year following the year of service for which the Restricted Share Unit was granted.

8.4 Black Out Periods. If the date on which a Restricted Share Unit is scheduled to expire occurs during, or within 10 business days after the last day of a Black Out Period applicable to such Participant, then the expiry date for such Award shall be extended to the last day of such 10-business day period.

8.5 Non Transferability of Restricted Share Units. The Restricted Share Units granted herein may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. All rights with respect to the Restricted Share Units granted to a Participant under the Plan shall be available during such Participant's lifetime only to such Participant.

8.6 Dividends. During the Period of Restriction, Participants holding Restricted Share Units granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares while they are so held in a manner determined by the Committee in its sole discretion. The Committee may apply any restrictions to dividends that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends, subject to any required approvals of the TSXV.

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8.7 Death, Disability, Retirement and Termination or Resignation of Employment. If the Award Agreement does not specify the effect of a termination or resignation of employment then the following default rules will apply:

(a) Death: If a Participant dies while an Employee, Director of, or Consultant to, the Company or an Affiliate of the Company:

(i) all unvested Restricted Share Units as at the Termination Date shall automatically and immediately vest; and

(ii) all vested Restricted Share Units (including those that vested pursuant to (i) above) shall be paid to the Participant's estate in accordance with the terms of the Plan and the Award Agreement.

(b) Disability: If a Participant ceases to be eligible to be a Participant under the Plan as a result of their Disability, then all Restricted Share Units remain and continue to vest in accordance with the terms of the Plan for a period of 12 months after the Termination Date, provided that any Restricted Share Units that have not vested within 12 months after the Termination Date shall automatically and immediately expire and be forfeited on such date.

(c) Retirement: If a Participant Retires then the Board shall have the discretion, with respect to such Participant's Restricted Share Units, to determine: (i) whether to accelerate vesting of any or all of such Restricted Share Units, (ii) whether any of such Restricted Share Units shall be cancelled, with or without payment, and (iii) how long, if at all, such Restricted Share Units may remain outstanding following the Termination Date; provided, however, that in no event shall such Restricted Share Units remain outstanding for more than 12 months after the Termination Date. Notwithstanding the above, for U.S. Participants, the treatment of Restricted Share Units upon retirement shall be provided for in the Award Agreement.

(d) Termination for Cause: If a Participant ceases to be eligible to be a Participant under the Plan as a result of their termination for Cause, then all Restricted Share Units, whether vested or not, as at the Termination Date shall automatically and immediately be forfeited.

(e) Termination without Cause or Voluntary Resignation: If a Participant ceases to be eligible to be a Participant under the Plan for any reason, other than as set out in Sections 8.7(a) to 8.7(d), then, unless otherwise determined by the Board in its sole discretion, as of the Termination Date:

(i) all unvested Restricted Share Units shall automatically and immediately be forfeited, and

(ii) all vested Restricted Share Units shall be paid to the Participants in accordance with the terms of the Plan and the Award Agreement.

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(f) Payment in Settlement of Restricted Share Units. When and if Restricted Share Units become payable, the Participant issued such Restricted Share Units shall be entitled to receive payment from the Company in settlement of such Restricted Share Units: (i) in cash, in an amount equal to the product of the FMV of a Share on the applicable settlement date multiplied by the number of Restricted Share Units being settled, (ii) in a number of Shares (issued from treasury) equal to the number of Restricted Share Units being settled, (iii) in some combination thereof, or (iv) in any other form, all as determined by the Committee at its sole discretion (provided that such other form of payment complies with the rules of the TSXV). The Committee's determination regarding the form of payout shall be set forth or reserved for later determination in the Award Agreement for the grant of the Restricted Share Units. In the event settlement is made by payment in cash, such payment shall be made by the earlier of (i) 2&1/2 months after the close of the year in which such conditions or restrictions were satisfied or lapsed and (ii) December 31st of the third year following the year of the grant date.

ARTICLE 9 DEFERRED SHARES UNITS

9.1 Grant of Deferred Share Units. Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Deferred Share Units to Participants in such amounts and upon such terms as the Committee shall determine.

9.2 Deferred Share Unit Agreement. Each Deferred Share Unit grant shall be evidenced by an Award Agreement that shall specify the number of Deferred Share Units granted, the settlement date for Deferred Share Units, and any other provisions as the Committee shall determine, including, but not limited to a requirement that Participants pay a stipulated purchase price for each Deferred Share Unit, restrictions based upon the achievement of specific performance criteria, time based restrictions, restrictions under applicable laws or under the requirements of the TSXV, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Deferred Share Units.

9.3 Non Transferability of Deferred Share Units. The Deferred Share Units granted herein may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. All rights with respect to the Deferred Share Units granted to a Participant under the Plan shall be available during such Participant's lifetime only to such Participant.

9.4 Black Out Periods. If the date on which a Deferred Share Unit is scheduled to expire occurs during, or within 10 business days after the last day of a Black Out Period applicable to such Participant, then the expiry date for such Award shall be extended to the last day of such 10-business day period.

9.5 Dividends. Participants holding Deferred Share Units granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares while they are so held in a manner determined by the Committee in its sole discretion. The Committee may apply any restrictions to the dividends that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends, subject to any required approvals of the TSXV.

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9.6 Termination of Employment, Consultancy or Directorship. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Deferred Share Units following termination of the Participant's employment or other relationship with the Company or its Affiliates. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Deferred Share Units issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination, provided that: (a) such provisions shall comply with the rules of the TSXV; and (b) in no event shall any Deferred Share Unit be retained for more than 12 months after the Termination Date.

9.7 Payment in Settlement of Deferred Share Units. When and if Deferred Share Units become payable, the Participant issued such Deferred Share Units shall be entitled to receive payment from the Company in settlement of such Deferred Share Units: (i) in cash, in an amount equal to the product of the FMV of a Share on the applicable settlement date less the stipulated purchase price for the Deferred Share Units being settled, if any, multiplied by the number of Deferred Share Units being settled, (ii) in a number of Shares (issued from treasury) equal to the number of Deferred Share Units being settled, (iii) in some combination thereof, or (iv) in any other form, all as determined by the Committee at its sole discretion (provided that such other form of payment complies with the rules of the TSXV). The Committee's determination regarding the form of payout shall be set forth or reserved for later determination in the Award Agreement for the grant of the Deferred Share Units.

ARTICLE 10 PERFORMANCE SHARE UNITS

10.1 Grant of Performance Share Units. Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Performance Share Units to Participants in such amounts and upon such terms as the Committee shall determine.

10.2 Value of Performance Share Units. Each Performance Share Unit shall have an initial value equal to the FMV of a Share on the date of grant. The Committee shall set performance criteria for a Performance Period in its discretion, which, depending on the extent to which they are met, will determine, in the manner determined by the Committee and set forth in the Award Agreement, the value and/or number of each Performance Share Unit that will be paid to the Participant.

10.3 Earning of Performance Share Units. Subject to the terms of the Plan and the applicable Award Agreement, after the applicable Performance Period has ended, the holder of Performance Share Units shall be entitled to receive payout on the value and number of Performance Share Units, determined as a function of the extent to which the corresponding performance criteria have been achieved. Notwithstanding the foregoing, the Company shall have the ability to require the Participant to hold any Shares received pursuant to such Award for a specified period of time.

10.4 Form and Timing of Payment of Performance Share Units. Payment of earned Performance Share Units shall be as determined by the Committee and as set forth in the Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, may pay earned Performance Share Units in the form of: (i) cash equal to the value of the earned Performance Share Units at the end of the applicable Performance Period, (ii) a number of Shares issued from treasury equal to the number of earned Performance Share Units at the end of the applicable Performance

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Period, or (iii) in a combination thereof (subject to compliance with the rules of the TSXV). Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement for the grant of the Award or reserved for later determination. In no event will delivery of such Shares or payment of any cash amounts be made later than the earlier of (i) two and a half months after the close of the year in which such conditions or restrictions were satisfied or lapsed and (ii) December 31st of the third year following the year of the grant date.

10.5 Dividends. Participants holding Performance Share Units granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares while they are so held in a manner determined by the Committee in its sole discretion. The Committee may apply any restrictions to the dividends that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends, subject to any required approvals of the TSXV.

10.6 Termination of Employment, Consultancy or Directorship. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Performance Share Units following termination of the Participant's employment or other relationship with the Company or its Affiliates. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Performance Share Units issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination, provided that: (a) such provisions shall comply with the rules of the TSXV; and (b) in no event shall any Performance Share Unit be retained for more than 12 months after the Termination Date.

10.7 Non Transferability of Performance Share Units. Performance Share Units may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution (provided that in such case the Performance Share Units shall continue to be subject to terms of the Plan). Further, a Participant's rights under the Plan shall inure during such Participant's lifetime only to such Participant.

ARTICLE 11 BENEFICIARY DESIGNATION

11.1 Beneficiary. A Participant's "beneficiary" is the Person or Persons entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of the Participant's death. A Participant may designate a beneficiary or change a previous beneficiary designation at such times as prescribed by the Committee and by using such forms and following such procedures approved or accepted by the Committee for that purpose. If no beneficiary designated by the Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant's death, the beneficiary shall be the Participant's estate.

11.2 Discretion of the Committee. Notwithstanding the provisions above, the Committee may, in its discretion, after notifying the affected Participants, modify the foregoing requirements, institute additional requirements for beneficiary designations, or suspend the existing beneficiary designations of living Participants or the process of determining beneficiaries under this Article 11, or both, in favor of another method of determining beneficiaries.

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ARTICLE 12

RIGHTS OF PERSONS ELIGIBLE TO PARTICIPATE

12.1 Employment. Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Company or an Affiliate of the Company to terminate any Participant's employment, consulting or other service relationship with the Company or the Affiliate at any time, nor confer upon any Participant any right to continue in the capacity in which he or she is employed or otherwise serves the Company or the Affiliate.

Neither an Award nor any benefits arising under the Plan shall constitute part of an employment or service contract with the Company or an Affiliate of the Company, and, accordingly, subject to the terms of the Plan, the Plan may be terminated or modified at any time in the sole and exclusive discretion of the Committee or the Board without giving rise to liability on the part of the Company or its Affiliates for severance payments or otherwise, except as provided in the Plan.

For purposes of the Plan, unless otherwise provided by the Committee, a transfer of employment of a Participant between the Company and an Affiliate or among Affiliates of the Company, shall not be deemed a termination of employment. The Committee may provide, in a Participant's Award Agreement or otherwise, the conditions under which a transfer of employment to an entity that is spun off from the Company or an Affiliate of the Company shall not be deemed a termination of employment for purposes of an Award.

12.2 Participation. No Employee or other Person eligible to participate in the Plan shall have the right to be selected to receive an Award. No Person selected to receive an Award shall have the right to be selected to receive a future Award, or, if selected to receive a future Award, the right to receive such future Award on terms and conditions identical or in proportion in any way to any prior Award.

12.3 Rights as a Shareholder. A Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the holder of such Shares.

ARTICLE 13

CHANGE OF CONTROL

13.1 Discretion of Board. Notwithstanding any other provision of the Plan, in the event of an actual or potential Change of Control, the Board may, in its sole discretion, without the necessity or requirement for the agreement of any Participant: (i) accelerate, conditionally or otherwise, on such terms as it sees fit (including, but not limited to those set out in (iii) and (iv) below), the vesting date of any Awards (provided, however, that no acceleration of Awards shall occur in the case of a Participant that was retained to provide Investor Relations Activities unless the approval of the Exchange is either obtained or not required); (ii) permit the conditional redemption or exercise of any Awards, on such terms as it sees fit; (iii) otherwise amend or modify the terms of any Awards, including for greater certainty by (1) permitting Participants to exercise or redeem any Awards to assist the Participants to participate in the actual or potential Change of Control, or (2) providing that any Awards exercised or exercised shall be exercisable or redeemed for, in lieu of Shares, such property (including shares of another entity or cash) that shareholders of the Company will receive in the Change of Control; and/or (iv) terminate, following the successful completion of a Change of Control, on such terms as it sees fit, the Awards not exercised or redeemed prior to the successful

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completion of such Change of Control. With respect to U.S. Participant, the treatment of Awards upon a Change of Control shall be provided for in the Award Agreement.

13.2 Non-Occurrence of Change of Control. In the event that any Awards are conditionally exercised pursuant to Section 13.1 and the Change of Control does not occur, the Board may, in its sole discretion, determine that any (i) Awards so exercised shall be reinstated as the type of Award prior to such exercise, and (ii) Shares issued be cancelled and any exercise or similar price received by the Company shall be returned to the Participant.

13.3 Agreement with Purchaser in a Change of Control. In connection with a Change of Control, the Board may be permitted to condition any acceleration of vesting on the Participant entering into an employment, confidentiality or other agreement with the purchaser as the Board deems appropriate.

ARTICLE 14

AMENDMENT AND TERMINATION

14.1 Amendment and Termination. The Board may, at any time, suspend or terminate the Plan. Subject to compliance with any applicable law and receipt of the approval of the TSXV (other than in the case of amendments clarifying existing provisions of the Plan or amendments correcting typographical errors) and, where applicable, the shareholders of the Company, the Board may also at any time amend or revise the terms of the Plan and any Award Agreement. No such amendment of the Plan or Award Agreement may be made if such amendment would materially and adversely impair any rights arising from any Awards previously granted to a Participant under the Plan without the consent of the Participant or the representatives of his or her estate, as applicable. Any amendment that would cause an Award held by a Participant that is a U.S. taxpayer to fail to comply with Section 409A of the Code shall be null and void with respect to such Participant.

14.2 Reduction of Option Price. Disinterested shareholder approval as required by the policies of the TSXV shall be obtained for any reduction in the Option Price of an Option if the Participant is an Insider of the Company at the time of the proposed amendment.

ARTICLE 15

WITHHOLDING

15.1 Withholding. The Company or any of its Affiliates shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company or the Affiliate, an amount sufficient to satisfy federal, provincial and local taxes or domestic or foreign taxes required by law or regulation to be withheld with respect to any taxable event arising from or as a result of the Plan or any Award hereunder. The Committee may provide for Participants to satisfy withholding requirements by having the Company withhold and sell Shares or the Participant making such other arrangements, including the sale of Shares, in either case on such conditions as the Committee specifies.

15.2 Acknowledgement. Participant acknowledges and agrees that the ultimate liability for all taxes legally payable by Participant is and remains Participant's responsibility and may exceed the amount actually withheld by the Company. Participant further acknowledges that the Company: (a)

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makes no representations or undertakings regarding the treatment of any taxes in connection with any aspect of the Plan; and (b) does not commit to and is under no obligation to structure the terms of the Plan to reduce or eliminate Participant's liability for taxes or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction, Participant acknowledges that the Company may be required to withhold or account for taxes in more than one jurisdiction.

ARTICLE 16 SUCCESSORS

16.1 Any obligations of the Company or its Affiliates under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company or its Affiliates, respectively, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the businesses and/or assets of the Company or the Affiliate, as applicable.

ARTICLE 17 GENERAL PROVISIONS

17.1 Delivery of Title. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under the Plan prior to:

(a) Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and
(b) Completion of any registration or other qualification of the Shares under any applicable law or ruling of any governmental body that the Company determines to be necessary or advisable.

17.2 Investment Representations. The Committee may require each Participant receiving Shares pursuant to an Award under the Plan to represent and warrant in writing that the Participant is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.

17.3 Uncertificated Shares. To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a non certificated basis to the extent not prohibited by applicable law or the rules of the TSXV.

17.4 No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award Agreement. In such an instance, unless the Committee determines otherwise, fractional Shares and any rights thereto shall be forfeited or otherwise eliminated.

17.5 Other Compensation and Benefit Plans. Nothing in the Plan shall be construed to limit the right of the Company or an Affiliate of the Company to establish other compensation or benefit plans, programs, policies or arrangements. Except as may be otherwise specifically stated in any other benefit plan, policy, program or arrangement, no Award shall be treated as compensation for

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purposes of calculating a Participant's rights under any such other plan, policy, program or arrangement.

17.6 No Constraint on Corporate Action. Nothing in the Plan shall be construed (i) to limit, impair or otherwise affect the Company's or its Affiliates' right or power to make adjustments, reclassifications, reorganizations or changes in its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell or transfer all or any part of its business or assets, or (ii) to limit the right or power of the Company or its Affiliates to take any action which such entity deems to be necessary or appropriate.

17.7 Compliance with Canadian Securities Laws. All Awards and the issuance of Shares underlying such Awards issued pursuant to the Plan will be issued pursuant to an exemption from the prospectus requirements of Canadian securities laws where applicable.

17.8 Compliance with U.S. Securities Laws. All Awards and the issuance of Shares underlying such Awards issued pursuant to the Plan will be issued pursuant to the registration requirements of the U.S. Securities Act of 1933, as amended or an exemption from such registration requirements. If the Awards or Shares are not so registered and no such registration exemption is available, the Company shall not be required to issue any Shares otherwise issuable hereunder.

ARTICLE 18

LEGAL CONSTRUCTION

18.1 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.

18.2 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

18.3 Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or securities exchanges as may be required. The Company or an Affiliate of the Company shall receive the consideration required by law for the issuance of Awards under the Plan. The inability of the Company or an Affiliate of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company or the Affiliate to be necessary for the lawful issuance and sale of any Shares hereunder, shall relieve the Company or the Affiliate of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

18.4 Governing Law. The Plan and each Award Agreement shall be governed by the laws of the Province of Ontario excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

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18.5 Compliance with Section 409A of the Code.

(a) To the extent the Plan is applicable to a particular Participant subject to the Code, it is intended that the Plan and any Awards made hereunder shall not provide for the payment of "deferred compensation" within the meaning of Section 409A of the Code or shall be structured in a manner and have such terms and conditions that would not cause such a Participant to be subject to taxes and interest pursuant to Section 409A of the Code. The Plan and any Awards made hereunder shall be administrated and interpreted in a manner consistent with this intent.

(b) To the extent that any amount or benefit in favour of a Participant who is subject to the Code would constitute "deferred compensation" for purposes of Section 409A of the Code would otherwise be payable or distributable under the Plan or any Award Agreement by reason of the occurrence of a Change of Control or the Participant's disability or separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless: (i) the circumstances giving rise to such Change of Control, disability or separation from service meet the description or definition of "change in control event", "disability", or "separation from service", as the case may be, in Section 409A of the Code and applicable proposed or final Treasury regulations thereunder, and (ii) the payment or distribution of such amount or benefit would otherwise comply with Section 409A of the Code and not subject the Participant to taxes and interest pursuant to Section 409A of the Code. This provision does not prohibit the vesting of any Award or the vesting of any right to eventual payment or distribution of any amount or benefit under the Plan or any Award Agreement.

The Committee shall use its reasonable discretion to determine the extent to which the provisions of this Section 18.5 will apply to a Participant who is subject to taxation under the ITA.

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SCHEDULE "D"

AUDIT COMMITTEE CHARTER

1. Introduction

The Audit Committee (the "Committee" or the "Audit Committee") of Rise Capital Corp. (the "Corporation") is a committee of the board of directors of the Corporation (the "Board"). The Committee shall oversee the accounting and financial reporting practices of the Corporation and the audits of the Corporation's financial statements and exercise the responsibilities and duties set out in this Mandate.

2. Membership

Number of Members

The Committee shall be composed of three or more members of the Board.

Independence of Members

A majority of the member of the Committee must be independent. "Independent" shall have the meaning, as the context requires, given to it in National Instrument 52-110 – Audit Committees, as may be amended from time to time.

Chair

At the time of the annual appointment of the members of the Audit Committee, the Board may appoint a Chair of the Audit Committee. If so appointed, the Chair shall be a member of the Audit Committee, preside over all Audit Committee meetings, coordinate the Audit Committee's compliance with this Mandate, work with management to develop the Audit Committee's annual work-plan and provide reports of the Audit Committee to the Board.

Financial Literacy of Members

At the time of his or her appointment to the Committee, each member of the Committee shall have, or shall acquire within a reasonable time following appointment to the Committee, 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 reasonably be expected to be raised by the Corporation's financial statements.

Term of Members

The members of the Committee shall be appointed annually by the Board. Each member of the Committee shall serve at the pleasure of the Board until the member resigns, is removed, or ceases to be a member of the Board. Unless a Chair is elected by the Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

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3. Meetings

Number of Meetings

The Committee may meet as many times per year as necessary to carry out its responsibilities.

Quorum

No business may be transacted by the Committee at a meeting unless a quorum of the Committee is present. A majority of members of the Committee shall constitute a quorum.

Calling of Meetings

The Chair, any member of the Audit Committee, the external auditors, the Chairman of the Board, the Chief Executive Officer or the Chief Financial Officer may call a meeting of the Audit Committee by notifying the Corporation's Corporate Secretary who will notify the members of the Audit Committee. The Chair shall chair all Audit Committee meetings that he or she attends, and in the absence of the Chair, the members of the Audit Committee present may appoint a chair from their number for a meeting.

Minutes; Reporting to the Board

The Committee shall maintain minutes or other records of meetings and activities of the Committee in sufficient detail to convey the substance of all discussions held. Upon approval of the minutes by the Committee, the minutes shall be circulated to the members of the Board. However, the Chair (or if no Chair is appointed, any member of the Committee) may report orally to the Board on any matter in his or her view requiring the immediate attention of the Board.

Attendance of Non-Members

The external auditors are entitled to attend and be heard at each Audit Committee meeting. In addition, the Committee may invite to a meeting any officers or employees of the Corporation, legal counsel, advisors and other persons whose attendance it considers necessary or desirable in order to carry out its responsibilities. At least once per year, the Committee shall meet with the internal auditor and management in separate sessions to discuss any matters that the Committee or such individuals consider appropriate.

Meetings without Management

The Committee may hold unscheduled or regularly scheduled meetings, or portions of meetings, at which management is not present.

Procedure

The procedures for calling, holding, conducting and adjourning meetings of the Committee shall be the same as those applicable to meetings of the Board.

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Access to Management

The Committee shall have unrestricted access to the Corporation's management and employees and the books and records of the Corporation.

4. Duties and Responsibilities

The Committee shall have the functions and responsibilities set out below as well as any other functions that are specifically delegated to the Committee by the Board and that the Board is authorized to delegate by applicable laws and regulations. In addition to these functions and responsibilities, the Committee shall perform the duties required of an audit committee by any exchange upon which securities of the Corporation are traded, or any governmental or regulatory body exercising authority over the Corporation, as are in effect from time to time (collectively, the "Applicable Requirements").

Financial Reports

(a) General

The Audit Committee is responsible for overseeing the Corporation's financial statements and financial disclosures. Management is responsible for the preparation, presentation and integrity of the Corporation's financial statements and financial disclosures and for the appropriateness of the accounting principles and the reporting policies used by the Corporation. The auditors are responsible for auditing the Corporation's annual consolidated financial statements and for reviewing the Corporation's unaudited interim financial statements.

(b) Review of Annual Financial Reports

The Audit Committee shall review the annual consolidated audited financial statements of the Corporation, the auditors' report thereon and the related management's discussion and analysis of the Corporation's financial condition and results of operation ("MD&A"). After completing its review, if advisable, the Audit Committee shall approve and recommend for Board approval the annual financial statements and the related MD&A.

(c) Review of Interim Financial Reports

The Audit Committee shall review the interim consolidated financial statements of the Corporation, the auditors' review report thereon and the related MD&A. After completing its review, if advisable, the Audit Committee shall approve and recommend for Board approval the interim financial statements and the related MD&A.

(d) Review Considerations

In conducting its review of the annual financial statements or the interim financial statements, the Audit Committee shall:

(i) meet with management and the auditors to discuss the financial statements and MD&A

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(ii) review the disclosures in the financial statements;

(iii) review the audit report or review report prepared by the auditors;

(iv) discuss with management, the auditors and legal counsel, as requested, any litigation claim or other contingency that could have a material effect on the financial statements;

(v) review the accounting policies followed and critical accounting and other significant estimates and judgements underlying the financial statements as presented by management;

(vi) review any material effects of regulatory accounting initiatives or off-balance sheet structures on the financial statements as presented by management, including requirements relating to complex or unusual transactions, significant changes to accounting principles and alternative treatments under IFRS;

(vii) review any material changes in accounting policies and any significant changes in accounting practices and their impact on the financial statements as presented by management;

(viii) review management's report on the effectiveness of internal controls over financial reporting;

(ix) review the factors identified by management as factors that may affect future financial results;

(x) review results of the Corporation's audit committee whistleblower program; and

(xi) review any other matters, related to the financial statements, that are brought forward by the auditors, management or which are required to be communicated to the Audit Committee under accounting policies, auditing standards or Applicable Requirements.

(e) Approval of Other Financial Disclosures

The Audit Committee shall review and, if advisable, approve and recommend for Board approval financial disclosure in a prospectus or other securities offering document of the Corporation, press releases disclosing, or based upon, financial results of the Corporation and any other material financial disclosure, including financial guidance provided to analysts, rating agencies or otherwise publicly disseminated.

(f) Periodical Review of Procedures

The Audit Committee shall assess the adequacy of the procedures set out in (d) and (e) above on an annual basis and shall make recommendation to the Board with respect to any necessary amendments to this Audit Committee Charter.

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Auditors

(a) General

The Audit Committee shall be responsible for oversight of the work of the auditors, including the auditors' work in preparing or issuing an audit report, performing other audit, review or attest services or any other related work.

(b) Nomination and Compensation

The Audit Committee shall review and, if advisable, select and recommend for Board approval the external auditors to be nominated and the compensation of such external auditor. The Audit Committee shall have ultimate authority to approve all audit engagement terms and fees, including the auditors' audit plan.

The Audit Committee shall resolve any disagreements between management and the auditors as to financial reporting matters brought to its attention.

(d) Discussions with Auditors

At least annually, the Audit Committee shall discuss with the auditors such matters as are required by applicable auditing standards to be discussed by the auditors with the Audit Committee.

(e) Audit Plan

At least annually, the Audit Committee shall review a summary of the auditors' annual audit plan. The Audit Committee shall consider and review with the auditors any material changes to the scope of the plan.

(f) Quarterly Review Report

The Audit Committee shall review a report prepared by the auditors in respect of each of the interim financial statements of the Corporation.

(g) Independence of Auditors

At least annually, and before the auditors issue their report on the annual financial statements, the Audit Committee shall obtain from the auditors a formal written statement describing all relationships between the auditors and the Corporation; discuss with the auditors any disclosed relationships or services that may affect the objectivity and independence of the auditors; and obtain written confirmation from the auditors that they are objective and independent within the meaning of the applicable Rules of Professional Conduct/Code of Ethics adopted by the provincial institute or order of chartered accountants to which the auditors belong and other Applicable Requirements. The Audit Committee shall take appropriate action to oversee the independence of the auditors.

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(h) Evaluation and Rotation of Lead Partner

At least annually, the Audit Committee shall review the qualifications and performance of the lead partner(s) of the auditors and determine whether it is appropriate to adopt or continue a policy of rotating lead partners of the external auditors.

(i) Requirement for Pre-Approval of Non-Audit Services

The Audit Committee shall approve in advance any retainer of the auditors to perform any non-audit service to the Corporation that it deems advisable in accordance with Applicable Requirements and Board approved policies and procedures. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee. The decisions of any member of the Audit.

Committee to whom this authority has been delegated must be presented to the full Audit Committee at its next scheduled Audit Committee meeting.

(j) Approval of Hiring Policies

The Audit Committee shall review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation.

(k) Communication with Internal Auditor

The internal auditor, when appointed, shall report regularly to the Committee. The Committee shall review with the internal auditor any problem or difficulty the internal auditor may have encountered including, without limitation, any restrictions on the scope of activities or access to required information, and any significant reports to management prepared by the internal auditing department and management's responses thereto.

The Committee shall periodically review and approve the mandate, plan, budget and staffing of the internal audit department. The Committee shall direct management to make changes it deems advisable in respect of the internal audit function.

The Committee shall review the appointment, performance and replacement of the senior internal auditing executive and the activities, organization structure and qualifications of the persons responsible for the internal audit function.

Financial Executives

The Committee shall review and discuss with management the appointment of key financial executives and recommend qualified candidates to the Board, as appropriate.

Internal Controls

(a) General

The Audit Committee shall review the Corporation's system of internal controls.

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(b) Establishment, Review and Approval

The Audit Committee shall require management to implement and maintain appropriate systems of internal controls in accordance with Applicable Requirements, including internal controls over financial reporting and disclosure and to review, evaluate and approve these procedures. At least annually, the Audit Committee shall consider and review with management and the auditors:

(i) the effectiveness of, or weaknesses or deficiencies in: the design or operation of the Corporation's internal controls (including computerized information system controls and security); the overall control environment for managing business risks; and accounting, financial and disclosure controls (including, without limitation, controls over financial reporting), non-financial controls, and legal and regulatory controls and the impact of any identified weaknesses in internal controls on management's conclusions;

(ii) any significant changes in internal controls over financial reporting that are disclosed, or considered for disclosure, including those in the Corporation's periodic regulatory filings;

(iii) any material issues raised by any inquiry or investigation by the Corporation's regulators;

(iv) the Corporation's fraud prevention and detection program, including deficiencies in internal controls that may impact the integrity of financial information, or may expose the Corporation to other significant internal or external fraud losses and the extent of those losses and any disciplinary action in respect of fraud taken against management or other employees who have a significant role in financial reporting; and

(v) any related significant issues and recommendations of the auditors together with management's responses thereto, including the timetable for implementation of recommendations to correct weaknesses in internal controls over financial reporting and disclosure controls.

Compliance with Legal and Regulatory Requirements

The Audit Committee shall review reports from the Corporation's Corporate Secretary and other management members on: legal or compliance matters that may have a material impact on the Corporation; the effectiveness of the Corporation's compliance policies; and any material communications received from regulators. The Audit Committee shall review management's evaluation of and representations relating to compliance with specific applicable law and guidance, and management's plans to remediate any deficiencies identified.

Audit Committee Whistleblower Procedures

The Audit Committee shall establish for (a) the receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Corporation of concerns

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regarding questionable accounting or auditing matters. Any such complaints or concerns that are received shall be reviewed by the Audit Committee and, if the Audit Committee determines that the matter requires further investigation, it will direct the Chair of the Audit Committee to engage outside advisors, as necessary or appropriate, to investigate the matter and will work with management and legal counsel to reach a satisfactory conclusion.

Audit Committee Disclosure

The Audit Committee shall prepare, review and approve any audit committee disclosures required by Applicable Requirements in the Corporation's disclosure documents.

Delegation

The Audit Committee may, to the extent permissible by Applicable Requirements, designate a subcommittee to review any matter within this mandate as the Audit Committee deems appropriate.

5. Authority

The Audit Committee shall have the authority:

(a) to engage independent counsel and other advisors as it determines necessary to carry out its duties;
(b) to set and pay the compensation for any advisors employed by the Audit Committee; and
(c) to communicate directly with the internal and external auditors.

6. No Rights Created

This Mandate is a statement of broad policies and is intended as a component of the flexible governance framework within which the Audit Committee, functions. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Corporation's Articles and By-laws, it is not intended to establish any legally binding obligations.

7. Mandate Review

The Audit Committee shall review and update this Mandate annually and present it to the Board for approval where the Audit Committee recommends amendments to this Mandate.

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MiniLuxe Holding — Proxy Solicitation & Information Statement 2021

48067_rns_2021-08-26_68eb337e-1df1-447c-aa36-90c0e3cd9a33.pdf

RISE CAPITAL CORP.

Management Information Circular

RISE CAPITAL CORP.

INFORMATION CIRCULAR FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 30, 2021

VOTING AND PROXIES

Solicitation of Proxies

Appointment and Revocation of Proxies

Advice to Beneficial Holders

Notice to Shareholders in the United States

Participating at the Meeting

Voting of Proxies

Voting Shares and Principal Shareholders Thereof

Dissent Rights

BUSINESS TO BE TRANSACTED AT THE MEETING

Fixing the Number of Directors

"BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE SHAREHOLDERS THAT:

Board Recommendation

Election of Directors

New Nominees

Notes:

Zoe Krislock (Proposed Director and Chief Executive Officer of the Resulting Issuer)

Anthony Tjan (Proposed Director of the Resulting Issuer)

Vernon Lobo (Proposed Director of the Resulting Issuer)

Mats Lederhausen (Proposed Director of the Resulting Issuer)

Stefanie Jay (Proposed Director of the Resulting Issuer)

Other Reporting Issuer Experience

Corporate Cease Trade Orders, Bankruptcies and Penalties of the New Nominees

Appointment of Auditors

Auditor Resolution

"BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE SHAREHOLDERS THAT:

Board Recommendation

Resulting Issuer Equity Incentive Plan

Summary of the Resulting Issuer Equity Incentive Plan

Purpose

Administration of the Resulting Issuer Equity Incentive Plan

Maximum Number of Subordinate Voting Shares Available for Awards

Eligibility

Awards

Options

Restricted Share Units

Deferred Share Units

Performance Share Units

Termination and Change of Control Provisions

Tax Withholding

Resulting Issuer Equity Incentive Plan Resolution

"BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE SHAREHOLDERS THAT:

Board Recommendation

Name Change

Name Change Resolution

Board Recommendation

Share Capital Amendment

Votes Required

Summary of Share Terms

Subordinate Voting Shares (formerly Common Shares)

Proportionate Voting Shares

Rights of Dissent to the Share Capital Amendment Resolution

Share Capital Amendment Resolution

"BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE SHAREHOLDERS THAT:

Board Recommendation

Share Consolidation

Reason for the Consolidation

No Fractional Shares to be Issued

Effects of the Consolidation

Procedure for Exchange of Common Shares following the Transaction

Consolidation Resolution

"BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE SHAREHOLDERS THAT:

Board Recommendation

Ratification, Confirmation and Approval of the Amended By-laws of the Corporation

Board Recommendation

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Audit Committee

Relevant Education and Experience

Audit Committee Charter

Audit Committee Oversight

Reliance on Certain Exemptions

External Auditor Service Fees (By Category)

Corporate Governance

MiniLuxe Holding Proxy Solicitation & Information Statement 2021