Must Capital Inc.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 26, 2023

AND

MANAGEMENT INFORMATION CIRCULAR DATED DECEMBER 19, 2022

MUST CAPITAL INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting of shareholders of MUST CAPITAL INC. (the “ Corporation ”) will be held on January 26, 2023 at 121 King Street West, Suite 2150, Toronto, Ontario, M5H 3T9 at 12:00 p.m. (Toronto time) (the “ Meeting ”), for the following purposes:

TO RECEIVE the audited financial statements of the Corporation for the financial years ended December 31, 2019, December 31, 2020, and December 31 2021, together with the auditor’s reports thereon;
TO ELECT the board of directors of the Corporation;
TO CONSIDER , and, if deemed advisable, to pass, with or without variation, an ordinary resolution of the shareholders, effective upon and subject to the closing of the reverse takeover transaction contemplated between the Corporation and Clarity IOT Services & Technology Inc., to elect the new board of directors of the Corporation, as more particularly described under the heading "Particulars of Matters to be Acted Upon – Election of New Slate of Directors" in the accompanying Management Information Circular (the “ Circular ”);
TO RE-APPOINT Dale Matheson Carr-Hilton Labonte LLP as the auditors of the Corporation and authorize the board of directors of the Corporation to fix the remuneration of the auditors;
TO CONSIDER and, if deemed advisable, to pass, with or without variation, an ordinary resolution of the shareholders to approve the Corporation’s new equity incentive plan, each as more particularly described under the heading "Particulars of Matters to be Acted Upon – Approval of Equity Incentive Plan" in the Circular;
TO CONSIDER and, if deemed advisable, to pass, with or without variation, a special resolution authorizing an amendment of the articles of the Corporation providing for a change of name of the Corporation, the details of which are contained under the heading "Particulars of Matters to be Acted Upon – Approval of Name Change" in the Circular; and
TO CONSIDER and, if deemed advisable, to pass, with or without variation, a special resolution authorizing a change of the municipality in which the registered office of the Corporation is located, the details of which are contained under the heading "Particulars of Matters to be Acted Upon – Approval of Registered Office Change" in the Circular; and
TO TRANSACT such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

Accompanying this Notice are a Circular, and a Form of Proxy (if you are a registered shareholder) or a Voting Instruction Form (if you are a non-registered shareholder). The accompanying Circular provides information relating to the matters to be addressed at the Meeting and is incorporated into this Notice.

Shareholders are entitled to vote at the Meeting either in person or by proxy. Those who are unable to attend the Meeting are requested to read, complete, sign and mail the enclosed Form of Proxy or Voting Instruction Form in accordance with the instructions set out in the Proxy or Voting Instruction Form and in the Circular accompanying this Notice. Please advise the Corporation of any change in your mailing address.

(i)

Only holders of common shares of record at the close of business on December 16, 2022 (the “Record Date”) will be entitled to vote at the Meeting.

DATED at Toronto, Ontario, the 19[th] day of December, 2022.

BY ORDER OF THE BOARD

(Signed) “ Michele (Mike) Marrandino ” Michele (Mike) Marrandino Director, President and Chief Executive Officer

(ii)

MUST CAPITAL INC.

MANAGEMENT INFORMATION CIRCULAR

(containing information as at December 19, 2022 unless otherwise noted)

SOLICITATION OF PROXIES

This Management Information Circular (the “ Circular ”) is furnished in connection with the solicitation of proxies by the management of MUST CAPITAL INC. (the “ Corporation ”) for use at the annual and special meeting (the “ Meeting ”) of shareholders (“ Shareholders ”) of the Corporation to be held at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof.

PERSONS OR COMPANIES MAKING THE SOLICITATION

The enclosed Form of Proxy (the “ Proxy ”) is solicited by management. Solicitations will be made by mail and possibly supplemented by telephone or other personal contact to be made by regular officers and employees of the Corporation at nominal cost. The cost of solicitation by management will be borne directly by the Corporation. None of the directors of the Corporation have advised that they intend to oppose any action intended to be taken by management as set forth in this Circular.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying Proxy are officers and/or directors of the Corporation. A shareholder has the right to appoint a person, other than the persons named in the enclosed proxy, to attend and act for them on their behalf at the Meeting. To exercise this right, a shareholder must strike out the names of the persons named in the proxy and insert the name of their nominee in the blank space provided, or complete another proxy.

To be valid, a proxy must be dated and signed by the shareholder or by the shareholder’s attorney authorized in writing. In the case of a corporation, the proxy must be signed by a duly authorized officer of or an attorney for the corporation.

The completed proxy, together with the power of attorney or other authority, if any, under which the proxy was signed or a notarial certified copy of the power of attorney or other authority, must be delivered to TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1 at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or any adjournment thereof, or delivered to the Chair of the Meeting prior to the commencement of the Meeting or any adjournment thereof.

In addition to any other manner permitted by law, a proxy may be revoked before it is exercised by instrument in writing executed in the same manner as a proxy and deposited at the registered office of the Corporation at any time up to and including the close of business on the second business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used or with the Chairman of the Meeting on the day of such Meeting or any adjournment thereof and thereupon the proxy is revoked. A shareholder attending the Meeting has the right to vote in person and if he does so, his proxy is nullified with respect to the matters such person votes upon and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment thereof. A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

ADVICE TO BENEFICIAL SHAREHOLDERS

Only registered shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. However, in many cases, shares owned by a person are registered either (a) in the name of an intermediary (an “ Intermediary ”) that the non-registered holder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered savings plans, registered retirement income funds, registered education savings plans and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“ CDS ”)) of which the Intermediary is a participant (a “ non-registered holder ”). Non-registered shareholders who have not objected to their Intermediary

disclosing certain beneficial ownership information about themselves to the Corporation are referred to as “ NOBOs ”. Nonregistered shareholders who have objected to their Intermediary disclosing the ownership information about themselves to the Corporation are referred to as “ OBOs ”. National Instrument 54-101 of the Canadian Securities Administrators permits the Corporation to send copies of the Circular and the accompanying Notice of Meeting together with the form of proxy (collectively, the “ Meeting Materials ”) directly to the NOBOs. In accordance with National Instrument 54-101, the Corporation has elected to send the Meeting Materials directly to NOBOs and has distributed copies of the Meeting Materials to Intermediaries for distribution to OBOs. The Corporation will pay for an Intermediary to deliver the Meeting Materials to non-registered shareholders who are OBOs, including a voting instruction form (as described further below). Generally, non-registered holders who have not waived the right to receive Meeting Materials will either:

(a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile stamped signature), which is restricted as to the number and class of securities beneficially owned by the non-registered holder but which is not otherwise completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the non-registered holder when submitting the proxy. In this case, the non-registered holder who wishes to vote by proxy should otherwise properly complete the form of proxy and deliver it as specified; or
(b) be given a voting instruction form (“ Voting Instruction Form ”) which typically includes a page of instructions which contains a removable label containing a bar code and other information. If the nonregistered holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the holder’s behalf), the Voting Instruction Form must be completed, signed, and returned in accordance with the directions on the Voting Instruction Form. If the non-registered holder wishes to attend and vote at the Meeting in person (or have another person attend and vote on the holder’s behalf), then the non-registered holder must complete, sign and return the Voting Instruction Form in accordance with the directions provided and a form of proxy giving the right to attend and vote at the Meeting will be forwarded to the non-registered holder.

In either case, the purpose of this procedure is to permit non-registered holders to direct the voting of the shares they beneficially own. Non-registered holders should carefully follow the instructions of their Intermediary including those regarding when and where the form of proxy or Voting Instruction Form is to be delivered.

VOTING AND EXERCISES OF DISCRETION BY PROXIES

Shares represented by properly executed Proxies in favour of the persons named in the enclosed Proxy will be voted on any ballot that may be called for and, where the person whose proxy is solicited specifies a choice with respect to the matters identified in the Proxy, the shares will be voted or withheld from voting in accordance with the specifications so made. Where shareholders have properly executed Proxies in favour of the persons named in the Proxy and have not specified in the Proxy the manner in which the named proxies are required to vote the shares represented thereby, such shares will be voted IN FAVOUR of the matters set forth in the Notice.

The enclosed Proxy, when properly signed, confers discretionary authority with respect to amendments or variations to any matters which may properly be brought before the Meeting. At the time of printing of this Circular, management of the Corporation is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to the management should properly come before the Meeting, the Proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the nominee.

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

No director or executive officer of the Corporation at any time since the beginning of the Corporation’s last financial year, no proposed nominee for election as a director of the Corporation and no associate or affiliate of any of such persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than as disclosed herein and any interest arising from the ownership of shares of the Corporation where the shareholder will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of shares in the capital of the Corporation.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The authorized capital of the Corporation consists of an unlimited number of common shares (the “ Common Shares ” or “ Shares ”). As of December 16, 2022 (the “ Record Date ”), 27,564,812 Common Shares were issued and outstanding, each share carrying the right to one vote.

At a general meeting of shareholders of the Corporation, on a show of hands, every shareholder holding Common Shares, present in person, shall have one vote and, on a poll, every shareholder holding Common Shares shall have one vote for each Common Share of which they are the holder.

Only shareholders of record on the close of business on the Record Date, who either personally attend the Meeting or who complete and deliver a Proxy in the manner and subject to the provisions described above will be entitled to have their shares voted at the Meeting or any adjournment thereof.

To the knowledge of the directors and officers of the Corporation, as of the date hereof, the following persons beneficially own directly or indirectly, or exercise control or direction over securities carrying more than 10% of the voting rights attached to any class of outstanding voting securities of the Corporation entitled to be voted:

		Number of	Percentage of
	Name of Shareholder	Common Shares	Common Shares
Michael Feola		5,480,500(1)	19.9%
Vikas Ranjan		3,582,137(2)	13.0%
Bradley Scharfe		4,421,608(3)	16.0%

(1) The shares are held by Feolan Capital Inc., a company controlled by Mr. Feola.

(2) The shares are held by 2286252 Ontario Inc., a company controlled by Mr. Ranjan, and 2444444 Ontario Inc., a company for which Mr. Ranjan serves as director.

(3) The shares are held by Scharfe Holdings Inc., a company controlled by Mr. Scharfe.

PARTICULARS OF MATTERS TO BE ACTED ON

Presentation of the Annual Financial Statements

The audited financial statements of the Corporation for the financial years ended December 31, 2019, December 31, 2020, and December 31, 2021 and the independent auditor’s reports thereon, together with the management’s discussion and analysis of financial position and results of operations will be presented at the Meeting, but no vote by the shareholders with respect thereto is required or proposed to be taken.

Election of Directors

The board of directors (the “ Board ”) presently consists of four directors. The term of office of each of the present directors expires at the Meeting. At the Meeting, shareholders will be asked to vote FOR the election as directors of each of the proposed nominees whose names are set out below. As of the date of this Circular, management 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 in favour of management designees will be voted for another nominee in their discretion unless the shareholder has specified in his or her proxy that his or her Common Shares are to be withheld from voting in the election of directors. Each nominee elected as a director will hold office until the next annual general meeting of shareholders or sooner if a person ceases to be a director.

The following table sets forth the names of, and certain information for, the individuals proposed to be nominated for election as directors.

Name and Province of Residence	Principal Occupation for the Last Five Years	Director Since	Number of Shares Held
MICHELE(MIKE) MARRANDINO British Columbia, Canada	President and CEO of Pacific West Mercantile Corp., a private company	April 18, 2018	2,239,991(2)

Name and Province of Residence	Principal Occupation for the Last Five Years	Director Since	Number of Shares Held
	that provides management services to public companies
VIKASRANJAN(1) Ontario, Canada	President of New Frontier Ventures Inc. (formerly, Gravitas Financial Inc.), an investment holding company which engages in the financial services and consulting businesses in Canada.	January 24, 2018	3,582,137(3)
BRADLEYSCHARFE(1) British Columbia, Canada	CEO and Chairman of Scharfe Group of Companies, a finance and venture capital business	January 24, 2018	4,421,608(4)
MICHAELFEOLA(1) Quebec, Canada	CEO of Allexcor Global Inc., a flexible packaging business	December 30, 2020	5,480,500(5)

(1) Member of the Audit Committee.

(2) The shares are held by Mr. Marrandino personally and Pacific West Mercantile Corp., a company controlled by Mr. Marrandino.

(3) The shares are held by 2286252 Ontario Inc. and 2444444 Ontario Inc., companies controlled by Mr. Ranjan.

(4) The shares are held by Scharfe Holdings Inc., a company controlled by Mr. Scharfe.

(5) The shares are held by Feolan Capital Inc., a company controlled by Mr. Feola.

Cease Trade Orders or Bankruptcies

As at the date of this Circular, none of the proposed directors is, or has been, within 10 years before the date of this Circular: (a) a director, chief executive officer or chief financial officer of any company that, while that person was acting in that capacity: (i) was subject to a cease trade order (including any management cease trade order which applied to directors or executive officers of a company, whether or not the person is named in the order) or an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (an “ Order ”); or (ii) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or (b) a director or executive officer of any company 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.

As at the date of this Circular, none of the proposed directors has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

As at the date of this Circular, none of the proposed directors 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 a proposed director.

Recommendation of the Board

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR EACH OF THE PROPOSED NOMINEES FOR ELECTION AS DIRECTORS. Unless otherwise directed, it is the intention of the management designees to vote proxies in the accompanying form FOR the election of directors of each of the proposed nominees, as set forth above. The election of directors must be approved by a majority of all votes cast by the Shareholders present at the Meeting in person or by proxy in order to be effective.

Election of New Slate of Directors

The Corporation intends to enter into an amalgamation agreement (the “ Amalgamation Agreement ”) pursuant to which the Corporation will agreed to acquire all of the issued and outstanding shares of Clarity IOT Services & Technology by way of a reverse takeover transaction (the “ Transaction ”). Pursuant to the Amalgamation Agreement, the Corporation will

agreed to elect the “ New Slate ” (as defined in the Amalgamation Agreement and set out below) as directors of the Corporation, effective upon and subject to the closing of the Transaction (the “ Closing ”). At the Meeting, shareholders will be asked to vote FOR the election as directors of each of the proposed nominees whose names are set out below, effective upon and subject to the Closing. As of the date of this Circular, management does not contemplate that any of the New Slate will be unable to serve as directors; however, if for any reason any of the proposed New Slate do not stand for election or are unable to serve as such, proxies in favour of management designees will be voted for another nominee in their discretion unless the shareholder has specified in his or her proxy that his or her Common Shares are to be withheld from voting in the election of directors for the New Slate. Each nominee of the New Slate elected as a director will hold office effective upon and subject to the Closing until the next annual general meeting of shareholders or sooner if a person ceases to be a director.

The following table sets forth the names of, and certain information for, the individuals proposed to be nominated for election as directors of the New Slate.

Name and Province of Residence	Principal Occupation for the Last Five Years	Director Since	Number of Shares Held
MICHELE(MIKE) MARRANDINO British Columbia, Canada	President and CEO of Pacific West Mercantile Corp., a private company that provides management services to public companies	April 18, 2018	2,239,991(2)
MICHAELFEOLA(1) Quebec, Canada	CEO of Allexcor Global Inc., a flexible packaging business	December 30, 2020	5,480,500(5)
DANIELHILTON Ontario, Canada	CFO of Clarity IOT Services & Technology Inc., a cloud-based IoT technology company	N/A	-
ROLFCHRISTENSEN Ontario, Canada	CTO of Clarity IOT Services & Technology Inc., a cloud-based IoT technology company	N/A	-
KRISTINAFINCH Ontario, Canada	VP – Strategic Partnerships of Wix.com, a provider of cloud-based web development services	N/A	-

(1) Member of the Audit Committee.

(2) The shares are held by Mr. Marrandino personally and Pacific West Mercantile Corp., a company controlled by Mr. Marrandino.

(3) The shares are held by Feolan Capital Inc., a company controlled by Mr. Feola.

Cease Trade Orders or Bankruptcies

As at the date of this Circular, none of the proposed directors is, or has been, within 10 years before the date of this Circular: (a) a director, chief executive officer or chief financial officer of any company that, while that person was acting in that capacity: (i) was subject to an Order; or (ii) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or (b) a director or executive officer of any company 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.

Resolution to Approve the New Slate

Shareholders are being asked to pass the following resolution (the “ New Slate Resolution ”):

“BE IT RESOLVED THAT:
Effective upon and subject to the Closing, the following persons be elected as directors to hold office until the next annual meeting of Shareholders or until a successor is duly elected, unless his office is earlier vacated in accordance with the articles of the Corporation:
- a. Michele (Mike) Marrandino,
- b. Michael Feola,
- c. Daniel Hilton,
- d. Rolf Christensen, and
- e. Kristina Finch.
Any director or officer of the Corporation is hereby authorized for, on behalf of, and in the name of the Corporation to do and perform or cause to be done or performed all such things, to take or cause to be taken all such actions, to execute and deliver or cause to be executed and delivered all such agreements, documents and instruments, contemplated by, necessary or desirable in connection with the appointment of the directors and the foregoing resolution, as may be required from time to time and contemplated and required in connection therewith, or as such director or officer in his or her discretion may consider necessary, advisable or appropriate in order to give effect to the intent and purposes of the foregoing resolutions, and the doing of such things, the taking of such actions and the execution of such agreements, documents and instruments shall be conclusive evidence that the same have been authorized and approved hereby.”

Recommendation of the Board

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE NEW SLATE RESOLUTION. Unless otherwise directed, it is the intention of the management designees to vote proxies in the accompanying form FOR the New Slate Resolution, as set forth above. The New Slate Resolution must be approved by a majority of all votes cast by the Shareholders present at the Meeting in person or by proxy in order to be effective.

Re-Appointment of Auditors

The persons named in the enclosed form of proxy intend to vote for the re-appointment of Dale Matheson Carr-Hilton Labonte LLP (“ Dale Matheson ”) as auditors of the Corporation to hold office until the next annual meeting of shareholders and to authorize the directors of the Corporation to fix the auditors’ remuneration. Dale Matheson was first appointed as the auditors of the Corporation on April 15, 2021.

Recommendation of the Board

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPOINTMENT OF DALE MATHESON AS THE AUDITORS OF THE CORPORATION AND TO AUTHORIZE THE BOARD TO FIX THEIR REMUNERATION. Unless otherwise directed, it is the intention of the management designees to vote proxies in the accompanying form FOR the appointment of Dale Matheson as auditors of the Corporation and to authorize the Board to fix their remuneration. The appointment of the auditors and the authorization of the Board to fix

their remuneration must be approved by a majority of the votes cast by the shareholders present at the meeting in person or by proxy in order to become effective.

Approval of Equity Incentive Plan

Background

Shareholders will be asked to consider and, if thought advisable, to pass an ordinary resolution approving the Corporation’s proposed equity incentive plan (the “ Equity Incentive Plan ”) annexed hereto as Appendix “B”. The Board approved the Equity Incentive Plan on December 19, 2022.

The material features of the Equity Incentive Plan are summarized below. The summary does not purport to be a complete description of all of the provisions of the Equity Incentive Plan. It is qualified in its entirety by reference to the complete text of the Equity Incentive Plan, which has been appended to this Circular as Appendix “B”.

Shares Subject to the Equity Incentive Plan

The Equity Incentive Plan is a “rolling” plan under which up to 10% of the issued and outstanding Common Shares from time to time, subject to adjustment in certain circumstances, may be issued.

To the extent any awards under the Equity Incentive Plan are terminated or cancelled for any reason prior to exercise in full, the Shares subject to such awards (or any portion(s) thereof) shall be added back to the number of Shares reserved for issuance under the Equity Incentive Plan.

Administration of the Equity Incentive Plan

The Plan Administrator (as defined in the Equity Incentive Plan) is determined by the Board and shall initially be the Board. The Equity Incentive Plan may in the future be administered by the Board itself or delegated to a committee of the Board. The Plan Administrator will determine which directors, officers, consultants and employees are eligible to receive awards under the Equity Incentive Plan, the time or times at which awards may be granted, the conditions under which awards may be granted or forfeited to the Corporation, the number of Shares to be covered by any award, the exercise price of any award, whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any award, and the nature of any such restrictions or limitations, any acceleration of exercisability or vesting, or waiver of termination regarding any award, based on such factors as the Plan Administrator may determine.

In addition, the Plan Administrator shall interpret the Equity Incentive Plan and may adopt administrative rules, regulations, procedures and guidelines governing the Equity Incentive Plan or any awards granted under the Equity Incentive Plan as it deems appropriate.

Eligibility

All directors, officers, consultants and employees are eligible to participate in the Equity Incentive Plan. The extent to which any such individual is entitled to receive a grant of an award pursuant to the Equity Incentive Plan will be determined in the discretion of the Plan Administrator.

Types of Awards

Awards of options, restricted stock units (“ RSUs ”), performance share units (“ PSUs ”), and deferred share units (“ DSUs ”) may be made under the Equity Incentive Plan. All such awards will be subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined by the Plan Administrator, in its sole discretion, subject to such limitations provided in the Equity Incentive Plan, and will generally be evidenced by an award agreement. In addition, subject to the limitations provided in the Equity Incentive Plan and in accordance with applicable law, the Plan Administrator may accelerate or defer the vesting or payment of awards, cancel or modify outstanding awards, and waive any condition imposed with respect to awards or Shares issued pursuant to awards. Subject to the Equity Incentive Plan, no award may vest earlier than 1 year after its issuance. Participants may also choose to exercise options via a net exercise mechanism under which such participant may surrender their option to the Corporation in exchange for the issuance of a number of shares equal to the in-the-money value of the surrendered option (rounded down to the nearest whole number).

Insider Participation Limits

The Equity Incentive Plan provides that the aggregate number of Shares (a) issued to any one person (or company wholly owned by such person) within any one-year period cannot exceed 5% of the Corporation’s issued and outstanding Shares (under all of the Corporation’s security-based compensation arrangements), (b) issued to any one consultant of the Corporation within any one-year period cannot exceed 2% of the Corporation’s issued and outstanding Shares (under all of the Corporation’s security-based compensation arrangements), (c) issued to any one investor relations service provider of the Corporation within any one-year period may only be issued as options and cannot exceed 2% of the Corporation’s issued and outstanding Shares (under all of the Corporation’s security-based compensation arrangements), (d) issuable to insiders at any time (under all of the Corporation’s security-based compensation arrangements) cannot exceed 10% of the Corporation’s issued and outstanding Shares and (e) issued to insiders within any one-year period cannot exceed 10% of the Corporation’s issued and outstanding Shares (under all of the Corporation’s security-based compensation arrangements).

Furthermore, the Equity Incentive Plan provides that within any one financial year of the Corporation, the aggregate fair market value on the date of grant of all awards granted to any one non-employee director under all of the Corporation’s security-based compensation arrangements shall not exceed $150,000 (including an aggregate fair market value on the date of grant of no more than $100,000 in options), provided that such limits shall not apply to (i) awards taken in lieu of any cash retainer or other director fees, (ii) a one-time initial grant to a non-employee director upon such director joining the Board, and (iii) awards granted on or in connection with the Corporation’s initial public offering.

Non-Transferability

Unless otherwise provided by the Plan Administrator, and except to the extent that certain rights may pass to a beneficiary or legal representative upon the death of a participant by will or as required by law, no assignment or transfer of awards granted under the Equity Incentive Plan, whether voluntary, involuntary, by operation of law or otherwise, is permitted.

Dividend Equivalents

Unless otherwise determined by the Plan Administrator, awards of RSUs, PSUs and DSUs shall be credited with dividend equivalents in the form of additional RSUs, PSUs and DSUs, as applicable. Dividend equivalents shall vest in proportion to, and settle in the same manner as, the awards to which they relate. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Share by the number of RSUs, PSUs and DSUs, as applicable, held by the participant on the record date for the payment of such dividend, by (b) the market value at the close of the first business day immediately following the dividend record date, with fractions computed to three decimal places. Any dividend equivalents shall be subject to the same participation limits as set forth above. The Corporation may make payment in cash if it does not have a sufficient number of Shares available under the Equity Incentive Plan to satisfy its obligations in respect of any dividend equivalents.

Black-out Periods

If an award expires during a routine or special trading black-out period imposed by the Corporation to restrict trades in the Corporation’s securities, then, notwithstanding any other provision of the Equity Incentive Plan, unless the delayed expiration would result in negative tax consequences to the holder of the award, the award shall expire five business days after the trading black-out period is lifted by the Corporation. No delayed expiration will apply where a holder or the Corporation is subject to a cease trade order in respect of the Corporation’s securities.

Term

While the Equity Incentive Plan will not stipulate a specific term for awards granted thereunder, shareholder approval shall be required to permit an award to be exercisable beyond 10 years from its date of grant, except where an expiry date would have fallen within a blackout period of the Corporation. All awards must vest and settle in accordance with the provisions of the Equity Incentive Plan and any applicable award agreement, which award agreement may include an expiry date for a specific award.

Termination or Employment or Services

The following table describes the impact of certain events upon the participants under the Equity Incentive Plan, including termination for cause, resignation, termination without cause, disability, death or retirement, subject, in each case, to the terms of a participant’s applicable employment agreement, consulting agreement, award agreement or other written

agreement and subject to applicable employment standards legislation or regulations applicable to the participant’s employment or other engagement with the Corporation or any of its subsidiaries:

employment or other engagement	with the Corporation or any of its subsidiaries:
Event	Provisions
Termination for Cause, Resignation, and Termination without Cause	Any unvested awards held that have not been exercised, settled or surrendered as of the Termination Date (as defined in the Equity Incentive Plan) shall be immediately forfeited and cancelled for no consideration and the participant shall not be entitled to any damages or other amounts in respect of such cancelled awards. Any vested awards may, subject to the terms of the Equity Incentive Plan be exercised, settled or surrendered to the Corporation by the participant at any time during the period that terminates on the earlier of: (a) the expiry date of such award, and (b) the date that is 90 days after the Termination Date, with any award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled for no consideration and the participant shall not be entitled to any damages or other amounts in respect of such cancelled awards.
Disability	Any award held by the participant that has not vested as of the date of the Disability (as defined in the Equity Incentive Plan) of such participant shall continue to vest in accordance with its terms and may, subject to the terms of the Equity Incentive Plan, be exercised, settled or surrendered to the Corporation by the participant at any time until the earlier of (i) the date which is 12 months following the date upon which such participant ceases to be an eligible participant under the Equity Incentive Plan, and (ii) the expiration date of such award, provided that: (i) with respect to any PSUs held by such participant, the attainment of performance goals shall be assessed on the basis of actual achievement of the performance goals up to the Termination Date, if the applicable performance period has been completed and the Corporation can determine if the performance goals have been attained, failing which the Corporation will assume Target Performance (as defined in the Equity Incentive Plan); and (ii) any awards subject to section 409A of the U.S. Internal Revenue Code of 1986 awarded to U.S. taxpayers shall be exercised, settled or surrendered within the same calendar year as the participant’s “separation from service”. Any award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled for no consideration and the participant shall not be entitled to any damages or other amounts in respect of such cancelled awards. All other unvested awards shall be immediately forfeited and cancelled for no consideration and the participant shall not be entitled to any damages or other amounts in respect of such cancelled awards.
Death	Any award held by the participant that has not vested as of the date of the death of such participant but is scheduled to vest within the next year shall vest on such date and may, subject to the terms of the Equity Incentive Plan, be exercised, settled or surrendered to the Corporation by the participant at any time during the period that terminates on the earlier of: (a) the expiry date of such award, and (b) the first anniversary of the date of the death of such participant, provided that (i) with respect to any PSUs held by such participant, the attainment of performance goals shall be assessed on the basis of actual achievement of the performance goals up to the date of death of such participant, if the applicable performance period has been completed and the Corporation can determine if the performance goals have been attained, failing which the Corporation will assume Target Performance; and (ii) any awards subject to section 409A of the U.S. Internal Revenue Code of 1986 awarded to U.S. taxpayers shall be exercised, settled or surrendered within the same calendar year as the participant’s death. Any award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled and the participant shall not be entitled to any damages or other amounts in respect of such cancelled awards. All other unvested awards shall be immediately forfeited and cancelled for no consideration and the participant shall not be entitled to any damages or other amounts in respect of such cancelled awards.
Retirement	Any award held by the participant that has not vested as of the date of Retirement (as defined in the Equity Incentive Plan) shall continue to vest in accordance with its terms and, if any such awards vest, may be exercised, settled or surrendered by the Corporation to the participant at any time until the earlier of (i) the date which is 12 months following the date upon which the participant ceases to be an eligible participant under the Equity Incentive Plan, and (ii) the expiry date of such award, provided that (a) with respect to any PSUs held by such participant, the attainment of performance goals shall be assessed on the basis of actual achievement of the performance goals up to the Termination Date, if the applicable performance period has been completed and the Corporationcandetermineifthe performance goalshave beenattained,

Event	Provisions
	failing which the Corporation will assume Target Performance, and (b) any awards subject to section 409A of the U.S. Internal Revenue Code of 1986 awarded to U.S. taxpayers, shall be exercised, settled or surrendered within the same calendar year as the participant’s “separation from service”. Notwithstanding the foregoing, if, following his or her Retirement, the participant breaches the terms of any restrictive covenant in the participant’s written or other applicable employment or other agreement with the Corporation or a subsidiary of the Corporation, any award held by the participant that has not been exercised, surrendered or settled shall be immediately forfeited and cancelled for no consideration and the participant shall not be entitled to any damages or other amountsin respect ofsuchcancelled awards.

Event

Provisions

failing which the Corporation will assume Target Performance, and (b) any awards subject to
section 409A of the U.S. Internal Revenue Code of 1986 awarded to U.S. taxpayers, shall be
exercised, settled or surrendered within the same calendar year as the participant’s “separation
from service”.
Notwithstanding the foregoing, if, following his or her Retirement, the participant breaches the
terms of any restrictive covenant in the participant’s written or other applicable employment or
other agreement with the Corporation or a subsidiary of the Corporation, any award held by the
participant that has not been exercised, surrendered or settled shall be immediately forfeited and
cancelled for no consideration and the participant shall not be entitled to any damages or other
amountsin respect ofsuchcancelled awards.

Except as explicitly provided in the Equity Incentive Plan, any award shall expire within 90 days following the date upon which such participant ceases to be an eligible participant; provided that the Plan Administrator, in its sole discretion, may extend the expiry date to a date not exceeding 12 months following the date a participant ceases to be an eligible participant under the Equity Incentive Plan.

Amendments

The Plan Administrator may from time to time, without notice and without approval of the holders of voting shares, amend, modify, change, suspend or terminate the Equity Incentive Plan or any awards granted pursuant thereto as it, in its discretion, determines appropriate, provided that (a) no such amendment, modification, change, suspension or termination of the Equity Incentive Plan or any award granted pursuant thereto may materially impair any rights of a participant or materially increase any obligations of a participant under the Equity Incentive Plan without the consent of such participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements, and (b) any amendment that would cause an award held by a U.S. Taxpayer (as such term is defined in the Equity Incentive Plan) to be subject to the additional tax penalty under Section 409A(1)(b)(i)(II) of the Code shall be null and void ab initio.

Notwithstanding the above, and subject to the rules of the TSX Venture Exchange (which requires approval of disinterested shareholders), the approval of shareholders is required to effect any of the following amendments to the Equity Incentive Plan:

(a) increasing the number of Shares reserved for issuance under the Equity Incentive Plan, except pursuant to the provisions in the Equity Incentive Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;
(b) increasing or removing the 10% limits on Shares issuable or issued to insiders;
(c) reducing the exercise price of an option award (for this purpose, a cancellation or termination of an award of a participant prior to its expiry date for the purpose of reissuing an award to the same participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an award) except pursuant to the provisions in the Equity Incentive Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;
(d) extending the term of an option award beyond the original expiry date (except where an expiry date would have fallen within a blackout period applicable to the participant);
(e) increasing or removing the limits on the participation of non-employee directors;
(f) permitting awards to be transferred to a person;
(g) changing the eligible participants;
(h) amending the provisions for early termination of awards in connection with a termination of employment or service; and
(i) deleting or otherwise limiting the amendments which require approval of the shareholders.

Except for the items listed above, amendments to the Equity Incentive Plan will not require shareholder approval. Such amendments include (but are not limited to): (a) amending the general vesting provisions of an award, (b) adding covenants of the Corporation for the protection of the participants, (c) amendments that are desirable as a result of changes in law in any jurisdiction where a participant resides, and (d) curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

Change in Control

Under the Equity Incentive Plan, except as may be set forth in an employment agreement, consulting agreement, award agreement or other written agreement between the Corporation or a subsidiary of the Corporation and a participant:

If within 12 months following the completion of a transaction resulting in a Change in Control (as defined herein), a participant’s employment, consultancy or directorship is terminated without Cause (as defined in the Equity Incentive Plan) or the participant resigns with Good Reason (as defined in the Equity Incentive Plan), without any action by the Plan Administrator:
(i) a portion of any unvested awards shall immediately vest, such portion to be equal to the number of unvested awards held by the participant as of the Termination Date (as defined in the Equity Incentive Plan) multiplied by a fraction, the numerator of which is the number of days between the date of grant and the Termination Date and the denominator of which is the number of days between the date of grant and the date any unvested awards were originally scheduled to vest, which vested awards may be exercised, settled or surrendered to the Corporation by such participant at any time during the period that terminates on the earlier of: (A) the expiration date of such award; and (B) the date that is 90 days after the Termination Date, provided that (1) with respect to any PSU held by such participant, the attainment of performance goals shall be assessed on the basis of actual achievement of the performance goals up to the Termination Date, if the applicable performance period has been completed and the Corporation can determine if the performance goals have been attained, failing which the Corporation will assume Target Performance, and (2) any awards subject to section 409A of the U.S. Internal Revenue Code of 1986 awarded to U.S. taxpayers, shall, if such awards vest, be exercised, settled or surrendered within the same calendar year as the participant’s “separation from service”, with any award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled for no consideration and the participant shall not be entitled to any damages or other amounts in respect of such cancelled awards; and
(ii) any vested awards may, subject to the terms of the Equity Incentive Plan, be exercised, settled or surrendered to the Corporation by the participant at any time during the period that terminates on the earlier of: (A) the expiration date of such award; and (B) the date that is 90 days after the Termination Date, with any award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled for no consideration and the participant shall not be entitled to any damages or other amounts in respect of such cancelled awards.
Unless otherwise determined by the Plan Administrator, if, as a result of a Change in Control, the Shares will cease trading on the TSX Venture Exchange, the Corporation may terminate all of the awards, other than an option held by a Canadian Taxpayer (as defined in the Equity Incentive Plan) for the purposes of the Income Tax Act (Canada), granted under the Equity Incentive Plan at the time of, and subject to the completion of, the Change in Control transaction by paying to each holder an amount equal to the fair market value of his or her respective award (as determined by the Plan Administrator, acting reasonably) at or within a reasonable period of time following completion of such Change in Control transaction.

A “ Change in Control ” includes (a) any transaction pursuant to which a person or group acquires more than 50% of the total voting power represented by the voting securities of the Corporation, (b) the sale, assignment or other transfer of all or substantially all of the Corporation’s assets, (c) the dissolution or liquidation of the Corporation, or (d) the acquisition of the Corporation via consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise.

Resolution to Approve the Equity Incentive Plan

Shareholders are being asked to pass the following resolution to approve the Equity Incentive Plan (the “ Equity Incentive Plan Resolution ”):

“BE IT RESOLVED THAT:

12
The Equity Incentive Plan in the form attached as Appendix “B” to the Circular is hereby approved, adopted and confirmed.
Any director or officer of the Corporation is hereby authorized and directed, acting for, in the name of and on behalf of the Corporation, to execute or cause to be executed, under the seal of the Corporation or otherwise, and to deliver or to cause to be delivered, all such documents, agreements and instruments, and to do or to cause to be done all such other acts and things, as such person determines to be necessary or desirable or required by any regulatory authority in order to carry out the intent of this resolution and the matters authorized hereby, 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.”

Recommendation of the Board

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE EQUITY INCENTIVE PLAN RESOLUTION. Unless otherwise directed, it is the intention of the management designees to vote proxies in the accompanying form IN FAVOUR of the Equity Incentive Plan Resolution. The Equity Incentive Plan Resolution must be approved by a majority of the votes cast by the Shareholders present at the meeting in person or by proxy in order to become effective.

Approval of Name Change

Background

Pursuant to the Amalgamation Agreement, the Corporation is proposing to change its name upon the Closing to “Clarity IOT Services & Technology Corp.” or to such other name as may be determined by the Board, if appropriate, and acceptable to the applicable regulatory authorities. Shareholders are being asked to consider and, if deemed appropriate, to pass a special resolution (the “ Name Change Resolution ”) to authorize an amendment to the articles of the Corporation to change its name to “Clarity IOT Services & Technology Corp.” or to such other name as may be determined by the Board, if appropriate. The Corporation has received the consent of Clarity IOT Services & Technology Inc. to carry out the proposed name change.

Notwithstanding the foregoing, as indicated in the text of the Name Change Resolution, the Board may, in its sole discretion, determine that the Corporation not proceed with the proposed name change.

Name Change Resolution

Shareholders are being asked to pass the following Name Change Resolution:

“ BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

Upon the Closing, the Corporation is hereby authorized to file articles of amendment to amend the articles of the Corporation to change the name of the Corporation to “Clarity IOT Services & Technology Corp.” or to such other name as may be determined by the Board, if appropriate, and acceptable to the applicable regulatory authorities.
Any one director or officer of the Corporation be and they are hereby authorized, for and on behalf of the Corporation, to execute and deliver articles of amendment to the Director of Industry Canada and all documents and instruments and take such other actions as such director or officer may determine to be necessary or desirable to implement this special resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents or instruments and the taking of any such actions.
Notwithstanding that this special resolution has been duly passed by shareholders of the Corporation, the directors are hereby authorized in their sole discretion to revoke this special resolution before it is acted on without further approval of the shareholders.”

Recommendation of the Board

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE NAME CHANGE RESOLUTION. Unless otherwise directed, it is the intention of the management designees to vote proxies in the accompanying form FOR the approval of the Name Change Resolution. The Name Change Resolution must be approved by an affirmative vote of not less than two-thirds (66-2/3%) of the majority of the votes cast by the Shareholders present at the Meeting in person or by proxy in order to become effective.

Approval of Registered Office Change

Background

Pursuant to the Amalgamation Agreement, the Corporation is proposing to change the municipality in which its registered office is located, upon the Closing, from the City of Toronto to the City of Ottawa. Shareholders are being asked to consider and, if deemed appropriate, to pass a special resolution (the “ Office Change Resolution ”) to authorize the Corporation to change the municipality in which its registered office is located from the City of Toronto to the City of Ottawa.

Notwithstanding the foregoing, as indicated in the text of the Office Change Resolution, the Board may, in its sole discretion, determine that the Corporation not proceed with the proposed registered office change.

Office Change Resolution

Shareholders are being asked to pass the following Office Change Resolution:

“ BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

Upon the Closing, the municipality in which the registered office of the Corporation is located is hereby changed from the City of Toronto to the City of Ottawa.
Any director or officer of the Corporation is hereby authorized and directed, acting for, in the name of and on behalf of the Corporation, to execute or cause to be executed, under the seal of the Corporation or otherwise, and to deliver or to cause to be delivered, all such documents, agreements and instruments, and to do or to cause to be done all such other acts and things, as such person determines to be necessary or desirable or required by any regulatory authority in order to carry out the intent of this resolution and the matters authorized hereby, 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.
Notwithstanding that this special resolution has been duly passed by shareholders of the Corporation, the directors are hereby authorized in their sole discretion to revoke this special resolution before it is acted on without further approval of the shareholders.”

Recommendation of the Board

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE OFFICE CHANGE RESOLUTION. Unless otherwise directed, it is the intention of the management designees to vote proxies in the accompanying form FOR the approval of the Office Change Resolution. The Office Change Resolution must be approved by an affirmative vote of not less than two-thirds (66-2/3%) of the majority of the votes cast by the Shareholders present at the Meeting in person or by proxy in order to become effective.

Other Business at the Meeting

Management of the Corporation is not aware of any other matter to come before the Meeting, other than as set out in this Information Circular. However, if any other business is properly presented at the Meeting and may properly be considered and acted upon, proxies will be voted by those persons named in the Proxy in their discretion, including with respect to any amendments or variation to the matters identified in the Meeting Materials.

CORPORATE GOVERNANCE DISCLOSURE

Set forth below is a description of the Corporation’s current corporate governance practices, as prescribed by Form 58101F2, which is attached to National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”):

Board of Directors

The directors have determined that Vikas Ranjan, Bradley Scharfe, and Michael Feola, current and prospective members of the board of directors of the Corporation, are independent as such term is defined in NI 58-101, and that Michele (Mike) Marrandino (President and Chief Executive Officer), a current and prospective member of the board of directors of the Corporation, is not independent as such term is defined in NI 58-101, as he is an executive officer (as such term is defined in National Instrument 51- 102 – Continuous Disclosure Obligations (“ NI 51-102 ”)) of the Corporation.

Directorships

The following directors and prospective directors of the Corporation are presently directors of other issuers that are reporting issuers (or the equivalent):

Name of Director	Name of Other Reporting Issuers
Michele (Mike) Marrandino	Marble Financial Inc. (CSE: MRBL) Playgon Games Inc. (TSXV: DEAL)
Vikas Ranjan	Alset Capital Inc. (TSXV: KSUM) Champion Gaming Group Inc. (TSXV: WAGR) Comprehensive Healthcare Systems Inc. (TSXV: CHS) New Frontier Ventures Inc. (formerly, Gravitas Financial Inc.) (CSE: VFI.X) infinitii ai inc. (CSE: IAI) The Mint Corporation (TSXV: MIT) Vortex Metals Inc. (TSXV: VMS)
Bradley Scharfe	Prospect Ridge Resources Corp. (CSE: PRR)
Michael Feola	None

Orientation and Continuing Education

While the Corporation does not currently have a formal orientation and education program for new members of the board of directors, the Corporation provides such orientation and education on an ad hoc and informal basis.

Ethical Business Conduct

The directors maintain that the Corporation must conduct and be seen to conduct its business dealings in accordance with all applicable laws and the highest ethical standards. The Corporation’s reputation for honesty and integrity amongst its shareholders and other stakeholders is key to the success of its business. No employee or director will be permitted to achieve results through violation of laws or regulations, or through unscrupulous dealings.

Any director with a conflict of interest or who is capable of being perceived as being in conflict of interest with respect to the Corporation must abstain from discussion and voting by the board of directors or any committee of the board of directors on any motion to recommend or approve the relevant agreement or transaction. The board of directors must comply with conflict of interest provisions of the Business Corporations Act (Ontario) (the “ OBCA ”).

Nomination of Directors

Both the directors and management are responsible for selecting nominees for election to the board of directors. At present, there is no formal process established to identify new candidates for nomination. The board of directors and management determine the requirements for skills and experience needed on the board of directors from time to time. The present board of directors and management expect that new nominees have a track record in general business management, special expertise in an area of strategic interest to the Corporation, the ability to devote the time required, support for the Corporation’s business objectives and a willingness to serve.

Compensation

The directors carry out the evaluation of the President and Chief Executive Officer and Chief Financial Officer and develop the appropriate compensation policies for both the employees of the Corporation and the directors of the Corporation.

To determine appropriate compensation levels, the directors review compensation paid for directors, Chief Executive Officers, and Chief Financial Officers of companies of similar size and stage of development and determine an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Corporation. In setting compensation levels, the directors annually review the performance of the Chief Executive Officer and Chief Financial Officer in light of the Corporation’s objectives and consider other factors that may have impacted the success of the Corporation in achieving its objectives. The directors may engage independent compensation advice in order to fulfill their mandate.

Assessments

The directors believe that nomination to the Corporation’s board of directors is not open ended and that directorships should be reviewed carefully for alignment with the strategic needs of the Corporation. To this extent, the directors constantly review (i) individual director performance and the performance of the board of directors as a whole, including processes and effectiveness; and (ii) the performance of the Chairman, if any, of the board of directors.

AUDIT COMMITTEE

National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) requires the Corporation, as a venture issuer, to disclose annually in its Circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor.

Audit Committee Charter

The Corporation’s Audit Committee is governed by an audit committee charter, a copy of which is attached hereto as Appendix “A”.

Composition of Audit Committee

The Corporation’s Audit Committee is comprised of three (3) directors, Vikas Ranjan, Bradley Scharfe and Michael Feola. Each member of the audit committee is financially literate, as such term is defined in NI 52-110, and all three members, are independent, as such term is defined in NI 52-110 and in the OBCA.

Relevant Education and Experience

In addition to each member’s general business experience, the education and experience of each audit committee member relevant to the performance of his responsibilities as an audit committee member is as follows:

Mr. Ranjan is a management and investment professional with over 20 years of experience in diverse areas of investment management, finance, and investment research. Mr. Ranjan is a co-founder of Ubika Research, and smallcappower.com. His previous experience includes various management positions in companies such as Bank of Montreal. He holds a BA in Economics (Hons.), Masters in Management Studies from University of Mumbai, India, and MBA in Finance from McGill University.

Mr. Scharfe currently serves as Co-Chairman and CEO of Scharfe Group of Companies and is an accomplished financier with over 25 years of expertise. Mr. Scharfe has spearheaded financing efforts and assembled robust companies in the areas of resources and commodities, clean technology and renewable/alternative energy, oil and gas, and biotech and tech. Mr. Scharfe has expertise at raising, deploying and managing venture capital for companies in the early growth phase of their development. His focus is on backing emerging companies that require early-stage financing, public market support and management structuring and collecting strategic experts who can appropriately contribute to the Corporation’s ongoing, expansive growth. For 12 years, Mr. Scharfe was a stockbroker at Canaccord Capital Corporation and member of the Chairman's Club, based on outstanding

achievement. Mr. Scharfe holds a Bachelor of Arts Degree from the University of Toronto, where he majored in Commerce and Economics.

Mr. Feola is a serial entrepreneur, spanning several decades, his discipline in allocating capital and understanding capital structures has led him from a financially savvy operator to a financier with operations experience. Michael is the owner and CEO of Allexcor Global, a flexible packaging business and founder of Feolan Capital Inc., which has interests in financial services, real estate, hospitality and public securities.

External Auditor Matters

Since the commencement of the Corporation’s most recently completed financial year, the Corporation’s directors have not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Corporation's directors and, where applicable, the Audit Committee, on a case-by-case basis.

In the following table, “Audit fees” are fees billed by the Corporation’s external auditor for services provided in auditing the Corporation’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

The fees paid by the Corporation to its auditor in its previous two financial year-ends, by category, are as follows (expressed in Canadian dollars):

Financial Year Ending	Audit Fees	Audit-Related	Tax Fees	All Other Fees
		Fees
December 31, 2021	$5,718	$Nil	$945	$Nil
December 31, 2020	$8,502	$Nil	$2,034	$Nil

Exemptions

The Corporation is a “venture issuer” as defined in NI 52-110 and is relying on the exemption contained in Section 6.1 of NI 52-110, which exempts the Corporation from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

STATEMENT OF EXECUTIVE COMPENSATION

This Statement of Executive Compensation provides information regarding all significant elements of compensation paid, payable, awarded, granted, given or otherwise provided by the Corporation to (i) the Chief Executive Officer, (ii) the Chief Financial Officer, (iii) each of the three most highly compensated executive officers of the Corporation, or the three most highly compensated individuals acting in a similar capacity, other than the Chief Executive Officer and Chief Financial Officer at the end of most recently completed financial year whose total compensation was, individually, more than $150,000; and (iv) each individual who would be a named executive officer under (iii) above but for the fact that the individual was neither an executive officer of the Corporation nor acting in a similar capacity at the end of that financial year (collectively, the “ Named Executive Officers ” or “ NEOs ”).

For the year ended December 31, 2021, the Named Executive Officers are: Michele (Mike) Marrandino, President and Chief Executive Officer; and Cale Thomas, Chief Financial Officer.

Compensation Discussion and Analysis

This compensation discussion and analysis (“ CD&A ”) provides an overview of the Corporation’s executive compensation program together with a description of the material factors underlying the decisions which resulted in the compensation

provided in 2021 to the NEOs. To the extent this CD&A contains statements regarding future individual and Corporation performance targets and goals, these target and goals are disclosed in the limited context of the Corporation’s compensation programs and should not be understood to be statements of management’s expectations or estimates of financial results or other guidance. Management of the Corporation specifically cautions investors not to apply these statements to other contexts.

The Board has overall responsibility for determining and implementing the Corporation’s philosophy with respect to executive compensation. The Board makes all compensation decisions for the NEOs. Decisions regarding the compensation of other employees are made by the President and Chief Executive Officer. The Corporation does not use benchmarking or performance goals in determining executive compensation. The Corporation has not retained compensation consultants to advise on executive compensation. The Corporation has not made any significant changes to its compensation policies during or after the most recently completed financial year that could or will have an effect on director or named executive officer compensation.

Compensation Objectives and Strategy

The Corporation’s compensation program is designed to attract, motivate, reward and retain the personnel required to achieve the Corporation’s business goals and objectives.

The Corporation’s compensation objectives are as follows:

Attract, retain and compensate talented executives in a highly competitive business environment;
Evaluate each executive officer position on the following factors and provide a base salary based on: (a) the individual’s demonstrated ability to perform the role;
(b) skill requirements;
(c) level of responsibility; and
(d) market value of the role, and
Compensate executives in a way that creates sustained shareholder value by linking long-term incentives to growth in shareholder value.

Elements of Compensation

The aggregate compensation of the NEOs currently consists of a base monetary compensation the Corporation believes is competitive. The base cash compensation review of each NEO takes into consideration the current competitive market conditions, experience, proven or expected performance, and the particular skills of the NEO. Base compensation is not evaluated against a formal “peer group”. The Board relies on the general experience of its members in setting base compensation amounts.

Compensation Risk

The Board considers the implications of the risks associated with the Corporation’s compensation policies and practices as part of its ongoing consideration of those policies and practices. Among other considerations, the Board:

(a) considers whether the Corporation’s compensation policies and practices are structurally different within various divisions of the Corporation;
(b) considers whether compensation policies and practices for certain executive officers are structured significantly differently from other executive officers within the Corporation;
(c) ensures that compensation policies and practices do not vary significantly from the Corporation’s overall compensation structure; and
(d) ensures that compensation policies and practices do not emphasize short term goals over long term goals and objectives.

Based on its consideration of the foregoing and other issues in the past year, the Board has not identified any risks in the Corporation’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Corporation.

Compensation Governance

The Board determines the compensation for the Corporation’s directors and executive officers. In fulfilling its responsibilities, the Board is responsible for the following: (1) overseeing the Corporation’s compensation and benefits policies; (2) reviewing the performance criteria, evaluation and compensation recommendation for the Corporation’s NEOs; (3) reviewing and identifying risks arising from the Corporation’s compensation policies and considering appropriate risk mitigation policies and practices; (4) determining the compensation to be provided to directors of the Corporation; (5) reviewing the Corporation’s management succession plan; and (6) reviewing compensation related disclosure to be filed or submitted pursuant to applicable laws.

Director and NEO Compensation, Excluding Options and Compensation Securities

The following table of compensation, excluding options and compensation securities, provides a summary of the compensation paid by the Corporation to each NEO and director of the Corporation for the fiscal years ended December 31, 2021 and 2020. Options and compensation securities are disclosed under the heading “ Stock Options and Other Compensation Securities and Instruments ” below.

		Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
Name and Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees($)	Value of perquisites ($)	Value of all other compensation ($)	Total Compensation ($)
MICHELE(MIKE) MARRANDINO(1) (2)(4) Director, President and Chief Executive Officer	2021 2020	42,000 42,000	- -	- -	- -	- -	42,000 42,000
CALETHOMAS Chief Financial Officer	2021 2020	18,000 18,000	- -	- -	- -	- -	18,000 18,000
VIKASRANJAN(3) Director	2021 2020	- -	- -	- -	- -	- -	- -
BRADLEYSCHARFE(3) Director	2021 2020	- -	- -	- -	- -	- -	- -
MICHAELFEOLA(5) Director	2021 2020	- -	- -	- -	- -	- -	- -
KEITHKERR(6) Former Director	2021 2020	- -	- -	- -	- -	- -	- -

(1) For each of Mr. Marrandino and Mr. Appleby, the salaries indicated were paid as management fees to companies controlled by each of them.

(2) Mr. Marrandino has served in his positions since April 18, 2018.

(3) Each of Mr. Ranjan and Mr. Scharfe have served as directors since January 24, 2018.

(4) Mr. Marrandino’s management fee was paid in his capacity as an officer of the Corporation. He did not receive any compensation in his capacity as director of the Corporation.

(5) Mr. Feola has served as director since December 30, 2020.

(6) Mr. Kerr resigned as a director on December 30, 2020.

Stock Options and Other Compensation Securities and Instruments

None of the NEOs or directors of Must hold any compensation securities.

Stock Option Plans and Other Incentive Plans

The Equity Incentive Plan was adopted by the Board on December 19, 2022 and will be put forth for shareholder approval at the Meeting to be held on January 26, 2023. Other than the Equity Incentive Plan, the Corporation does not currently have a stock option plan, stock option agreement made outside of a stock option plan, plan providing for the grant of stock appreciation rights, deferred share units or restricted stock units or any other incentive plan.

Employee, Consulting and Management Agreements

Management functions of the Corporation are substantially performed by directors or senior officers (or private companies controlled by them, either directly or indirectly) of the Corporation and not, to any substantial degree, by any other person with whom the Corporation has contracted.

The Corporation does not have any contract, agreement or plan or arrangement that provides for payments to a NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, a change in control of the Corporation or a change in the NEO’s responsibilities.

The Marrandino Agreement

Effective June 30, 2019, Must, Pacific West Mercantile Corp. and Michele (Mike) Marrandino entered into an agreement (the “ Marrandino Agreement ”) pursuant to which Must engaged Pacific West Mercantile Corp. to provide the services of its principal, Michele (Mike) Marrandino, to act as the President and CEO of Must. Must agreed to pay Pacific West Mercantile Corp. a management fee of $3,500 per month, all of which has been or will be converted into Common Shares, subject to shareholder and approval of the TSX Venture Exchange.

Equity Compensation Plan Information

The following table provides information regarding the number of securities authorized for issuance as at the end of the Corporation’s most recently completed financial year ended December 31, 2021:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	N/A	N/A	N/A
Equity compensation plans not approved by securityholders	N/A	N/A	N/A

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date of this Circular, no director, executive officer, employee, proposed management nominee for election as a director of the Corporation, nor any associate of any such director, executive officer, or proposed management nominee of the Corporation, or any former director, executive officer or employee of the Corporation was indebted to the Corporation or indebted to another entity where such indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth in this Circular, no informed person of the Corporation, and no associate or affiliate of any such informed person has had any material interest, direct or indirect, in any transaction since the commencement of the

Corporation’s most recently completed financial year or in any proposed transaction that, in either case, has materially affected or would materially affect the Corporation or any of its subsidiaries.

AUDITOR

The auditor of the Corporation is Dale Matheson Carr-Hilton Labonte LLP. Dale Matheson Carr-Hilton Labonte LLP has served as the Corporation's auditors since April 15, 2021.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Other than the foregoing, management of the Corporation knows of no other matter to come before the Meeting other than those referred to in the Notice of Meeting. However, if any other matters which are not known to the management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the persons named therein to vote on such matters in accordance with their best judgment.

APPROVAL OF BOARD OF DIRECTORS

The contents of the Circular and the mailing of it to holders of Common Shares of the Corporation, to each director of the Corporation, to the auditors of the Corporation, and to the appropriate governmental agencies, have been approved by the directors of the Corporation.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Financial information is provided in the Corporation’s comparative financial statements and management’s discussion and analysis (“ MD&A ”) for the years ended December 31, 2019, December 31, 2020, and December 31, 2021.

Copies of the Corporation’s financial statements and MD&A may also be obtained from the Corporation by making a request in writing to the Corporation at 121 King Street West, Suite 2150, Toronto, Ontario M5H 3T9, Attention: Michele (Mike) Marrandino, President and Chief Executive Officer.

The Corporation may require the payment of a reasonable charge if the request is made by a person who is not a shareholder of the Corporation.

DATED at Toronto, Ontario this 19[th] day of December, 2022.

BY ORDER OF THE BOARD

(Signed) “ Michele (Mike) Marrandino ” Michele (Mike) Marrandino Director, President and Chief Executive Officer

APPENDIX “A”

AUDIT COMMITTEE CHARTER

Name

There shall be a committee of the Board of Directors (the " Board ") of Must Capital Inc. (the " Corporation ") known as the Audit Committee (the " Committee ").

General Purpose

The Committee has been established to assist the Board in fulfilling its oversight responsibilities with respect to the following areas: the Corporation's external audit function; internal control and management information systems; the Corporation's accounting and financial reporting requirements; the Corporation's compliance with law and regulatory requirements; the Corporation's risks and risk management policies and such other functions as are delegated to it by the Board. Specifically, with respect to the Corporation's external audit function, the Committee assists the Board in fulfilling its oversight responsibilities relating to: the quality and integrity of the Corporation's financial statements; the independent auditors' qualifications; and the performance of the Corporation's independent auditors.

The Committee is intended to facilitate and provide a means of open communication between management, the external auditors and the Board.

Composition and Qualifications

The Committee shall consist of as many members as the Board shall determine, but in any event not fewer than three (3) members who are appointed by the Board. The composition of the Committee shall meet all applicable independence, financial literacy and other legal and regulatory requirements. More specifically, all members of the Committee should be "independent" and "financially literate" and at least one (1) member shall have "accounting or related financial experience", as such terms are defined by the applicable securities law.

The Board shall designate the Chairman of the Committee, who shall have responsibility for overseeing that the Committee fulfills its mandate and duties effectively.

Each member of the Committee shall continue to be a member until a successor is appointed, unless the member resigns, is removed or ceases to be a director. The Board may fill a vacancy which occurs in the Committee at any time.

Meetings

The Chairman of the Committee, in consultation with the Committee members, shall determine the schedule and frequency of the Committee meetings provided that the Committee will meet at least four (4) times in each fiscal year and at least once in every fiscal quarter. The Committee shall have the authority to convene additional meetings as circumstances require. A schedule for each of the meetings will be disseminated to the Committee members prior to the start of each fiscal year. A detailed agenda for each meeting will be disseminated to the Committee members as far in advance of each meeting as is practicable.

The Committee shall meet separately, periodically, with management, counsel and the external auditors. The Committee shall meet separately with the external auditors at every meeting of the Committee at which external auditors are present.

Responsibilities

The Committee is mandated to carry out the following responsibilities:

A. External Auditors

Subject to applicable law, the Committee shall be responsible for the appointment, compensation, oversight and termination of the external auditor. The external auditor shall report directly to the Committee and shall be accountable to the Board and the Committee as representatives of the shareholders.
The Committee shall pre-approve all non-audit mandates for services the external auditor shall undertake.
The Committee shall satisfy itself, on behalf of the Board, that the external auditor is independent of management. In assessing such independence, the Committee shall discuss with the external auditors, and may require a letter from the external auditor outlining, any relationships between the external auditors and the Corporation or its affiliates.
The Committee shall review the audit plan of the external auditors, the integration of the external audit with the internal control program, and the results of the audit, which shall include reviewing the external auditor's letter to management and management's response thereto and other material written communications between management and the external auditors.
The Committee shall satisfy itself, annually or more frequently as the Committee considers appropriate, as to the external auditors' internal quality control procedures and any material issues raised by the most recent internal quality control review, or peer review, of the external auditor, or by any public enquiry, review, or investigation by governmental, professional or other regulatory authorities.
The Committee shall periodically review and discuss with management and the external auditors the quality and acceptability of the Corporation's accounting policies and practices, the materiality levels which the external auditors propose to employ, any significant changes in the accounting policies and any proposed changes in accounting or financial reporting that may have a significant impact on the Corporation.
The Committee shall discuss with management and the external auditors all alternative treatments of financial information within International Financial Reporting Standards (" IFRS ") accounting principles that have been discussed with management by the external auditors, the ramifications of these alternative treatments and the treatment preferred by the external auditors.

B. Financial Information

The Committee shall discuss with management and the external auditors whether the audited annual financial statements present fairly (in accordance with IFRS) in all material respects the financial condition, results of operations and cash flows of the Corporation as of and for the periods presented and, where appropriate, recommend for approval to the Board, the annual audited financial statements of the Corporation.
The Committee shall discuss with management and the external auditors whether the unaudited quarterly financial statements present fairly (in accordance with IFRS) in all material respects the financial condition, results of operations and cash flows of the Corporation as of and for the periods presented and, where appropriate, recommend for approval to the Board, the unaudited quarterly financial statements of the Corporation.
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The Committee shall review the Annual Report to Shareholders and other financial information (including the annual and quarterly Management's Discussion and Analysis of Financial Condition and Results of Operations, the Annual Information Form and any prospectus or offering circular) prepared by the Corporation with management and, where appropriate, recommend for approval to the Board and recommend for filing with regulatory bodies.
The Committee shall review any news releases and reports to be issued by the Corporation containing earnings guidance or financial information for research, analysts and rating agencies. The Committee shall also review the Corporation's policies relating to financial disclosure and the release of earnings guidance and the Corporation's compliance with financial disclosure rules and regulations.

The Committee shall discuss with management and the external auditors important trends and developments in financial reporting practices and requirements and their effect on the Corporation's financial statements.

C. Internal Control

The Committee shall oversee the adequacy and effectiveness of the Corporation's internal control systems, through discussions with the Corporation's external auditors and management and shall report to the Board on an annual basis.
The Committee shall review annually the Corporation's Whistleblower Policy and its effectiveness and enforcement.

D. Risk Management

The Committee shall review with management the principal risks facing the Corporation, and the policies, processes and procedures for management's monitoring and managing of such risks or exposures. If necessary, the Committee will mandate, monitor and evaluate the steps management has taken to monitor and manage such exposures, including insuring against such risks, where appropriate.

E. Compliance with Legal and Regulatory Requirements

The Committee shall review with management, and any internal or external counsel as the Committee considers appropriate, any legal matters (including the status of pending litigation) that may have a material impact on the Corporation and any material reports or inquiries from regulatory or governmental agencies.
The Committee shall review with counsel the adequacy and effectiveness of the Corporation's procedures to ensure compliance with the legal and regulatory responsibilities.

F. Other

The Committee shall also perform such other activities related to this Charter as requested by the Board.
The Committee shall review and assess the adequacy of this Charter annually and shall submit any proposed changes to the Board for approval.
The Committee may delegate its authority and duties to subcommittees or individual members of the Committee as it deems appropriate.

4. Reporting

The Committee shall report its deliberations and discussions regularly to the Board and shall submit to the Board the minutes of its meetings.

Resources

The Committee shall have the authority, in its sole discretion, to retain independent legal, accounting and other consultants to advise the Committee at the expense of the Corporation. The Committee shall be provided with the necessary funding to compensate the external auditors and any other advisors they engage.

The Committee may request any officer or employee of the Corporation or the Corporation's external counsel or external auditors to attend a meeting of the Committee or to meet with any member of, or consultants to, the Committee. The Committee shall have full access to all of the Corporation's books, records, facilities and personnel.

Complaints Procedure

Any director, officer or employee who has any concern or complaints regarding accounting, internal control or auditing matters or any potential violations of law or regulatory provisions may, in accordance with the Corporation's Whistleblower Policy, make an anonymous submission to any member of the Committee. The Committee shall establish procedures for the review and resolution of such complaints.

Limitation on the Oversight Role of the Committee

Nothing in this Charter is intended, or may be construed, to impose on any member of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all members of the Board are subject. Each member of the Committee shall be entitled, to the fullest extent permitted by law, to rely on the integrity of those persons and organizations within and outside the Corporation from whom he or she receives financial and other information, and the accuracy of the information provided to the Corporation by such persons or organizations.

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Corporation's financial statements and disclosures are complete and accurate and in accordance with IFRS and applicable rules and regulations. These are the responsibility of management and the external auditors.

APPENDIX “B”

EQUITY INCENTIVE PLAN

See attached.

MUST CAPITAL INC.

OMNIBUS EQUITY INCENTIVE PLAN DECEMBER 19, 2022

Page

ARTICLE 1 PURPOSE ...................................................................................................................1	ARTICLE 1 PURPOSE ...................................................................................................................1
1.1	Purpose .................................................................................................................................1
ARTICLE 2 INTERPRETATION ...................................................................................................1
2.1	Definitions............................................................................................................................1
2.2	Interpretation ......................................................................................................................11
ARTICLE 3 ADMINISTRATION ................................................................................................12
3.1	Administration ...................................................................................................................12
3.2	Delegation to Committee ...................................................................................................13
3.3	Determinations Binding .....................................................................................................13
3.4	Eligibility ...........................................................................................................................13
3.5	Plan Administrator Requirements ......................................................................................13
3.6	Total Shares Subject to Awards .........................................................................................14
3.7	Limits on Grants of Awards ...............................................................................................14
3.8	Award Agreements ............................................................................................................15
3.9	Non-transferability of Awards ...........................................................................................15
ARTICLE 4 OPTIONS ..................................................................................................................15
4.1	Granting of Options ...........................................................................................................15
4.2	Exercise Price.....................................................................................................................16
4.3	Term of Options .................................................................................................................16
4.4	Vesting and Exercisability .................................................................................................16
4.5	Payment of Exercise Price .................................................................................................17
4.6	Legend................................................................................................................................18
ARTICLE 5 RESTRICTED SHARE UNITS ...............................................................................18
5.1	Granting of RSUs ...............................................................................................................18
5.2	RSU Account .....................................................................................................................18
5.3	Vesting of RSUs ................................................................................................................18
5.4	Settlement of RSUs ............................................................................................................18
ARTICLE 6 PERFORMANCE SHARE UNITS ..........................................................................19
6.1	Granting of PSUs ...............................................................................................................19
6.2	Terms of PSUs ...................................................................................................................20
6.3	Performance Goals .............................................................................................................20
6.4	PSU Account ......................................................................................................................20
6.5	Vesting of PSUs .................................................................................................................20
6.6	Settlement of PSUs ............................................................................................................20
ARTICLE 7 DEFERRED SHARE UNITS ...................................................................................21
7.1	Granting of DSUs ..............................................................................................................21
7.2	DSU Account .....................................................................................................................22
7.3	Vesting of DSUs ................................................................................................................23
7.4	Settlement of DSUs............................................................................................................23

(i)

7.5	No Additional Amount or Benefit .....................................................................................23
ARTICLE 8 ADDITIONAL AWARD TERMS ...........................................................................24
8.1	Dividend Equivalents .........................................................................................................24
8.2	Black-out Period ................................................................................................................24
8.3	Withholding Taxes .............................................................................................................24
8.4	Recoupment .......................................................................................................................25
ARTICLE 9 TERMINATION OF EMPLOYMENT OR SERVICES .........................................25
9.1	Termination of Officer, Employee, Consultant or Director ...............................................25
9.2	Discretion to Permit Acceleration ......................................................................................28
ARTICLE 10 EVENTS AFFECTING THE CORPORATION ....................................................28
10.1	General ...............................................................................................................................28
10.2	Change in Control ..............................................................................................................28
10.3	Reorganization of Corporation’s Capital ...........................................................................30
10.4	Other Events Affecting the Corporation ............................................................................30
10.5	Immediate Acceleration of Awards ...................................................................................30
10.6	Issue by Corporation of Additional Shares ........................................................................31
10.7	Fractions .............................................................................................................................31
ARTICLE 11 U.S. TAXPAYERS .................................................................................................31
11.1	Provisions for U.S. Taxpayers ...........................................................................................31
11.2	ISOs....................................................................................................................................31
11.3	ISO Grants to 10% Shareholders .......................................................................................32
11.4	$100,000 Per Year Limitation for ISOs .............................................................................32
11.5	Disqualifying Dispositions.................................................................................................32
11.6	Section 409A of the Code ..................................................................................................32
11.7	Section 83(b) Election........................................................................................................33
11.8	Application of Article 11 to U.S. Taxpayers .....................................................................33
ARTICLE 12 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN ...............33
12.1	Amendment, Suspension, or Termination of the Plan .......................................................33
12.2	Shareholder Approval ........................................................................................................34
12.3	Permitted Amendments ......................................................................................................35
ARTICLE 13 MISCELLANEOUS ...............................................................................................35
13.1	Legal Requirement .............................................................................................................35
13.2	No Other Benefit ................................................................................................................36
13.3	Rights of Participant ..........................................................................................................36
13.4	Corporate Action ................................................................................................................36
13.5	Conflict ..............................................................................................................................36
13.6	Anti-Hedging Policy ..........................................................................................................36
13.7	Clawback............................................................................................................................36
13.8	Participant Information ......................................................................................................36
13.9	Participation in the Plan .....................................................................................................37
13.10	International Participants ...................................................................................................37
13.11	Successors and Assigns......................................................................................................37
13.12	General Restrictions or Assignment ..................................................................................37

(ii)

13.13 Severability ........................................................................................................................37 13.14 Rights to Compensation or Damages .................................................................................37 13.15 Notices ...............................................................................................................................38 13.16 Effective Date ....................................................................................................................38 13.17 Governing Law ..................................................................................................................38 13.18 Submission to Jurisdiction .................................................................................................38

(iii)

Must Capital Inc.

Omnibus Equity Incentive Plan

ARTICLE 1 PURPOSE

1.1 Purpose

The purpose of this Plan is to provide the Corporation with a share-related mechanism to attract, retain and motivate qualified Directors, Officers, Employees and Consultants of the Corporation and its subsidiaries, to reward such of those Directors, Officers, Employees and Consultants as may be granted Awards under this Plan by the Board from time to time for their contributions toward the long term goals and success of the Corporation and to enable and encourage such Directors, Officers, Employees and Consultants to acquire Shares as long term investments and proprietary interests in the Corporation.

ARTICLE 2 INTERPRETATION

2.1 Definitions

When used herein, unless the context otherwise requires, the following terms have the indicated meanings, respectively:

“ Affiliate ” means any entity that is an “affiliate” for the purposes of National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators, as amended from time to time;

“ Award ” means any Option, Restricted Share Unit, Performance Share Unit or Deferred Share Unit granted under this Plan which may be denominated or settled in Shares or cash;

“ Award Agreement ” means a signed, written agreement between a Participant and the Corporation, in the form or any one of the forms approved by the Plan Administrator, evidencing the terms and conditions on which an Award has been granted under this Plan and which need not be identical to any other such agreements;

“ Board ” means the board of directors of the Corporation;

“ Business Day ” means a day, other than a Saturday or Sunday, on which the principal commercial banks in the City of Toronto are open for commercial business during normal banking hours;

“ Canadian Taxpayer ” means a Participant that is resident of Canada for purposes of the Tax Act;

“ Cash Fees ” has the meaning set forth in Subsection 7.1(a);

“Cause” means, with respect to a particular Participant:

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(a) “cause” (or any similar term) as such term is defined in the employment or other written agreement between the Corporation or a subsidiary of the Corporation and the Employee;
(b) in the event there is no written or other applicable employment or other agreement between the Corporation or a subsidiary of the Corporation or “cause” (or any similar term) is not defined in such agreement, “cause” as such term is defined in the Award Agreement; or
(c) in the event neither (a) nor (b) apply, then “cause” shall mean, with respect to a particular Participant, wilful misconduct, disobedience, or wilful neglect of duty that is not trivial and has not been condoned by the Corporation or a subsidiary of the Corporation;

For the avoidance of doubt, the occurrence of any of the actions set forth in the above clauses shall be determined by the Plan Administrator in good faith.

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

(a) any transaction at any time and by whatever means pursuant to which any Person or any group of two (2) or more Persons acting jointly or in concert (other than the Corporation or a subsidiary of the Corporation) hereafter acquires the direct or indirect “beneficial ownership” (as defined in the Securities Act (Ontario)) of, or acquires the right to exercise Control or direction over, securities of the Corporation representing more than 50% of the total voting power represented by the voting securities of the Corporation, including, without limitation, as a result of a takeover bid, an exchange of securities, an amalgamation of the Corporation with any other entity, an arrangement, a capital reorganization or any other business combination or reorganization;
(b) the sale, assignment or other transfer of all or substantially all of the consolidated assets of the Corporation to a Person other than a subsidiary of the Corporation;
(c) the dissolution or liquidation of the Corporation, other than in connection with the distribution of assets of the Corporation to one (1) or more Persons which were Affiliates of the Corporation prior to such event; or
(d) the occurrence of a transaction requiring approval of the Corporation’s shareholders whereby the Corporation is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a subsidiary of the Corporation);

provided that, notwithstanding clause (a), (b), (c) and (d) above, a Change in Control shall be deemed not to have occurred if immediately following the transaction set forth in clause (a), (b), (c) or (d) above: (A) the holders of securities of the Corporation that immediately prior to the consummation of such transaction represented more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors of the Corporation hold (x) securities of the entity resulting from such transaction

(including, for greater certainty, the Person succeeding to assets of the Corporation in a transaction contemplated in clause (b) above) (the “ Surviving Entity ”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees (“ voting power ”) of the Surviving Entity, or (y) if applicable, securities of the entity that directly or indirectly has beneficial ownership of 100% of the securities eligible to elect directors or trustees of the Surviving Entity (the “ Parent Entity ”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees of the Parent Entity, and (B) no Person or group of two or more Persons, acting jointly or in concert, is the beneficial owner, directly or indirectly, of more than 50% of the voting power of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) (any such transaction which satisfies all of the criteria specified in clauses (A) and (B) above being referred to as a “ Non-Qualifying Transaction ” and, following the Non-Qualifying Transaction, references in this definition of “Change in Control” to the “Corporation” shall mean and refer to the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and, if such entity is a company or a trust, references to the “Board” shall mean and refer to the board of directors or trustees, as applicable, of such entity).

Notwithstanding the foregoing, for purposes of any Award that constitutes “deferred compensation” (within the meaning of Section 409A of the Code), the payment of which is triggered by or would be accelerated upon a Change in Control, a transaction will not be deemed a Change in Control for Awards granted to any Participant who is a U.S. Taxpayer unless the transaction qualifies as “a change in control event” within the meaning of Section 409A of the Code.

“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder;

“ Committee ” has the meaning set forth in Section 3.2;

“ Compensation, Nominating and Governance Committee ” means the Compensation, Nominating and Governance Committee of the Board and any replacement or successor committee of the Board that is responsible for compensation, nominating and governance matters, or the Board if there is no such committee;

“ Consultant ” means any individual or entity engaged by the Corporation or any subsidiary of the Corporation to render consulting or advisory services (including as a director or officer of any subsidiary of the Corporation), other than as an Officer, Employee or Director, and whether or not compensated for such services;

“ Control ” means the relationship whereby a Person is considered to be “controlled” by a Person if:

(a) when applied to the relationship between a Person and a corporation, the beneficial ownership by that Person, directly or indirectly, of voting securities or other interests in such corporation entitling the holder to exercise control and direction in fact over the activities of such corporation;
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(b) when applied to the relationship between a Person and a partnership, limited partnership, trust or joint venture, means the contractual right to direct the affairs of the partnership, limited partnership, trust or joint venture; and
(c) when applied in relation to a trust, the beneficial ownership at the relevant time of more than 50% of the property settled under the trust, and

the words “ Controlled by ”, “ Controlling ” and similar words have corresponding meanings; provided that a Person who controls a corporation, partnership, limited partnership or joint venture will be deemed to Control a corporation, partnership, limited partnership, trust or joint venture which is Controlled by such Person and so on;

“ Corporation ” means Must Capital Inc.;

“ Date of Grant ” means, for any Award, the date specified by the Plan Administrator at the time it grants the Award or if no such date is specified, the date upon which the Award was granted;

“ Deferred Share Unit ” or “ DSU ” means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with Article 7;

“ Director ” means a director of the Corporation who is not an Employee;

“ Director Fees ” means the total compensation (including annual retainer and meeting fees, if any) paid by the Corporation to a Director in a calendar year for service on the Board;

“Disabled” or “Disability” means, with respect to a particular Participant:

(a) “disabled” or “disability” (or any similar terms) as such terms are defined in the employment or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant;
(b) in the event there is no written or other applicable employment or other agreement between the Corporation or a subsidiary of the Corporation, or “disabled” or “disability” (or any similar terms) are not defined in such agreement, “disabled” or “disability” as such term are defined in the Award Agreement; or
(c) in the event neither (a) or (b) apply, then the incapacity or inability of the Participant, by reason of mental or physical incapacity, disability, illness or disease (as determined by a legally qualified medical practitioner or by a court) that prevents the Participant from carrying out his or her normal and essential duties as an Employee, Director or Consultant for a continuous period of six months or for any cumulative period of 180 days in any consecutive twelve month period and is expected to continue, the foregoing subject to and as determined in accordance with procedures established by the Plan Administrator for purposes of this Plan; provided that with respect to a U.S. Taxpayer’s Award that constitutes “deferred compensation” subject to Section 409A of the Code, the Participant’s condition also qualifies as a “disability” for purposes of Section 409A(2)(C) of the Code;
5 -

“ Discounted Market Price ” means the Market Price less the discount set forth below, subject to the minimum price prescribed by the policies and rules of the Exchange:

Closing Price	Discount
Up to $0.50	25%
$0.51 to $2.00	20%
Above $2.00	15%

“ Effective Date ” means the effective date of this Plan, being December 19, 2022;

“ Elected Amount ” has the meaning set forth in Subsection 7.1(a);

“ Electing Person ” means a Participant who is, on the applicable Election Date, a Director;

“ Election Date ” means the date on which the Electing Person files an Election Notice in accordance with Subsection 7.1(b);

“ Election Notice ” has the meaning set forth in Subsection 7.1(b);

“ Employee ” means an individual who is considered by the Corporation as an employee of the Corporation or a subsidiary of the Corporation for purposes of source deductions under applicable tax or social welfare legislation.

“ ESL ” means the employment standards legislation, as amended or replaced, applicable to a Participant who is an Employee or Officer;

“ Exchange ” means the TSXV and any other exchange on which the Shares are or may be listed from time to time;

“ Exchange Hold Period ” means an “Exchange Hold Period” as defined in the rules of the Exchange from time to time;

“ Exercise Notice ” means a notice in writing, signed by a Participant and stating the Participant’s intention to exercise a particular Option;

“ Exercise Price ” means the price at which an Option Share may be purchased pursuant to the exercise of an Option;

“ Expiry Date ” means, in respect of Options, the expiry date specified in the Award Agreement for an Option (which shall not be later than the tenth anniversary of the Date of Grant) or, if not so specified, means the tenth anniversary of the Date of Grant;

“ Good Reason ” means, with respect to a particular Participant:

6 -
(a) “good reason” (or any similar term) as such term is defined in the employment or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant;
(b) in the event there is no written or other applicable employment or other agreement between the Corporation or a subsidiary of the Corporation, or “good reason” is not defined in such agreement, “good reason” as such term is defined in the Award Agreement; or
(c) in the event neither (a) or (b) apply, the occurrence of any one or more of the following events without the Participant’s prior written consent, which, if capable of being cured, remains uncured by the Corporation within 30 days following receipt of written notice from the Participant specifying in reasonable detail the nature of such occurrence, which notice shall be provided by the Participant no later than 90 days after the occurrence of such event giving rise to the right to resign for Good Reason:
(i) there is a material diminution in the Participant’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, excluding for this purpose any isolated, insubstantial or inadvertent actions not taken in bad faith and which are remedied by the Participant’s Employer promptly after receipt of notice thereof given by the Participant;
(ii) the Participant’s Employer’s reduction of the Participant’s base salary, as the same may be increased from time to time, or the percentage on which any short-term incentive payment is based, as such terms are defined in the Participant’s employment agreement, other than any across the board reduction of 10% or less which may be implemented by such employer in respect of its senior employees from time to time;
(iii) the Participant’s Employer’s reduction or elimination of benefits granted to the Participant in his or her employment agreement or granted to the Participant during his or her employment, save and except any change or elimination of any benefits due to a change in the benefit plan or provider, provided that the new benefits are substantially similar in the aggregate to the current benefits;
(iv) a material change in the geographic location of the principal location of employment of the Participant, which shall, in any event, include only a relocation of such principal location by more than one hundred (100) kilometers from its existing location; or
(v) the Participant’s Employer’s material breach of the employment agreement between the Participant’s Employer and the Participant;

In order for a resignation to qualify as a resignation for “Good Reason” hereunder, the Participant must resign for such event no later than 90 days after the Corporation’s cure period has expired. For greater certainty, “Good Reason” shall

not include year-over-year variations in the amount of, or percentage entitlement to, if any, Awards awarded to the Participant based on the Corporation’s and/or the Compensation, Nominating and Governance Committee’s determination of achievement. In addition, “Good Reason” shall not include any change in title or reporting other than a change which would generally be considered to constitute a demotion by the Participant’s peers in the industry and “Good Reason” shall not include any change in the Participant’s duties and responsibilities provided that such changes do not result in a diminution of the scope or dignity of the Participant’s overall duties and responsibilities.

“ In the Money Amount ” has the meaning given to it in Subsection 4.5(b);

“ Insider ” means an “insider” as defined in the rules of the Exchange from time to time;

“ Investor Relations Service Provider ” means an “Investor Relations Service Provider” as defined in the rules of the Exchange from time to time;

“ ISO ” has the meaning given to it in Section 11.1;

“ Market Price ” at any date in respect of the Shares shall be the volume weighted average trading price of Shares on the TSXV, for the five (5) trading days immediately preceding the Date of Grant (or, if such Shares are not then listed and posted for trading on the TSXV, on such stock exchange on which the Shares are listed and posted for trading as may be selected for such purpose by the Board); provided that, for so long as the Shares are listed and posted for trading on the TSXV, the Market Price shall not be less than the market price, as calculated under the policies of the TSXV; and provided, further, that with respect to an Award made to a U.S. Taxpayer, with respect to the exercise price of an Option or otherwise to the extent required to avoid any penalty under, or becoming subject to, Section 409A of the Code, such Participant and the number of Shares subject to such Award shall be identified by the Board or the Committee prior to the start of the applicable five trading day period. In the event that such Shares are not listed and posted for trading on any Exchange, the Market Price shall be the fair market value of such Shares as determined by the

Board in its sole discretion and, with respect to an Award made to a U.S. Taxpayer, in accordance with Section 409A of the Code.

“ Net Exercise ” has the meaning set forth in Subsection 4.5(b);

“ Officer ” means an Employee of the Corporation who is considered by the Corporation as an officer of the Corporation or a subsidiary of the Corporation.

“ Option ” means a right to purchase Shares under Article 4 of this Plan that is non-assignable and non-transferable, unless otherwise approved by the Plan Administrator;

“ Option Shares ” means Shares issuable by the Corporation upon the exercise of outstanding Options;

“ Participant ” means a Director, Officer, Employee or Consultant to whom an Award has been granted under this Plan;

“ Participant’s Employer ” means with respect to a Participant that is or was an Employee, the Corporation or such subsidiary of the Corporation as is or, if the Participant has ceased to be employed by the Corporation or such subsidiary of the Corporation, was the Participant’s Employer;

“ Performance Goals ” means performance goals expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Corporation, a subsidiary of the Corporation, a division of the Corporation or a subsidiary of the Corporation, or an individual, or may be applied to the performance of the Corporation or a subsidiary of the Corporation relative to a market index, a group of other companies or a combination thereof, or on any other basis, all as determined by the Plan Administrator in its discretion;

“ Performance Share Unit ” or “ PSU ” means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with Article 6;

“ Person ” means an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

“ Plan ” means this Omnibus Equity Incentive Plan, as may be amended from time to time;

“ Plan Administrator ” means a Person determined by the Board, which will initially be the Compensation, Nominating and Governance Committee, or if the administration of this Plan has been delegated by the Board to the Committee pursuant to Section 3.2, the Committee provided, however, if such a committee does not exist, all references in the Plan to "Committee" or Plan Administrator shall at such time be in reference to the Board;

“ PSU Service Year ” has the meaning given to it in Section 6.1;

“ Restricted Share Unit ” or “ RSU ” means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with Article 5;

“ Retirement ” means, with respect to a particular Participant:

(a) “retirement” (or any similar term) as such term is defined in the employment or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant;
(b) in the event there is no written or other applicable employment or other agreement between the Corporation or a subsidiary of the Corporation, or “retirement” is not defined in such agreement, “retirement” as such term is defined in the Award Agreement; or
(c) in the event neither (a) or (b) apply, the voluntary cessation of a Participant’s employment with the Corporation provided that, as at the Termination Date (i) the Participant’s age is at least sixty-five (65) and the Participant has at least ten years of service with the Corporation or a subsidiary of the Corporation, (ii) the Participant is not receiving or otherwise entitled to compensation in lieu of notice of termination, severance or similar payments, and (iii) the Participant has agreed in writing not to work for a competitor of the Corporation for a period of at least two years following the Termination Date;

“ RSU Service Year ” has the meaning given to it in Section 5.1.

“ Section 409A of the Code” or “Section 409A” means Section 409A of the Code and all regulations, guidance, compliance programs, and other interpretive authority issued thereunder;

“ Securities Laws ” means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that govern or are applicable to the Corporation or to which it is subject;

“ Security Based Compensation Arrangement ” means a stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to Directors, Officers, Employees and/or service providers of the Corporation or any subsidiary of the Corporation, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;

“ Share ” means one (1) common share in the capital of the Corporation as constituted on the Effective Date or any share or shares issued in replacement of such common share in compliance with Canadian law or other applicable law, or after an adjustment contemplated by Article 10, such other shares or securities to which the holder of an Award may be entitled as a result of such adjustment;

“ subsidiary ” means an issuer that is Controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary, or any other entity in which the Corporation has an equity interest and is designated by the Plan Administrator, from time to time, for purposes of this Plan to be a subsidiary;

“ Target Performance ” has the meaning given to it in Section 6.3;

“ Tax Act ” has the meaning set forth in Section 4.5(c);

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“ Termination Date ” means, subject to applicable law which cannot be waived:
(a) in the case of an Employee or Officer whose employment with the Corporation or a subsidiary of the Corporation terminates (regardless of whether the termination is lawful or unlawful, with or without Cause, and whether it is the Participant or the Corporation or a subsidiary of the Corporation that initiates the termination), the later of: (i) if and only to the extent required to comply with the minimum standards of ESL, the date that is the last day of any applicable minimum statutory notice period applicable to the Employee or Officer pursuant to ESL, if any; and (ii) the date designated by the Employee or Officer and such Participant’s Employer as at the last day of such Employee’s or Officer’s employment, provided that, in the case of termination of employment by voluntary resignation by the Participant, such date shall not be earlier than the date notice of resignation was given; and, for the avoidance of any doubt, the parties intend to displace the presumption that the Participant has any entitlements in respect of the Plan or any Options, RSUs, PSUs or DSUs during any period of reasonable notice of termination under common law or civil law in the case of either (i) or (ii), without regard to any applicable period of reasonable notice or contractual notice to which the Participant may claim to be entitled under common law, civil law or pursuant to contract in respect of a period that follows the last day that the Participant actually and actively provides services to the Corporation or a subsidiary of the Corporation, as specified in the notice of termination provided by the Employee or Officer or the Participant’s Employer, as the case may be;
(b) in the case of a Consultant whose agreement or arrangement with the Corporation or a subsidiary of the Corporation terminates, (i) the date designated by the Corporation or the subsidiary of the Corporation, as the “Termination Date” (or similar term) or expiry date in a written agreement between the Consultant and Corporation or a subsidiary of the Corporation, or (ii) if no such written agreement exists, the date designated by the Corporation or a subsidiary of the Corporation, as the case may be, on which the Consultant ceases to be a Consultant or a service provider to the Corporation or the subsidiary of the Corporation, as the case may be, or on which the Participant’s agreement or arrangement is terminated, provided that in the case of voluntary termination by the Participant of the Participant’s consulting agreement or other written arrangement, such date shall not be earlier than the date notice of voluntary termination was given; in any event, the “Termination Date” shall be determined without including any period of notice that the Corporation or the subsidiary of the Corporation (as the case may be) may be required by law to provide to the Participant or any pay in lieu of notice of termination, termination fees or other damages paid or payable to the Participant;
(c) in the case of a Director, the date such individual ceases to be a Director, unless the individual continues to be a Participant in another capacity; and
(d) in the case of a U.S. Taxpayer, with respect to any Award that constitutes “deferred compensation” subject to Section 409A, a Participant’s “Termination Date” will be the date the Participant experiences a “separation from service” with the
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Corporation or a subsidiary of the Corporation within the meaning of Section 409A of the Code.

“ TSXV ” means the TSX Venture Exchange;

“ U.S. ” or “ United States ” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia;

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder;

“ U.S. Taxpayer ” shall mean a Participant who, with respect to an Award, is subject to taxation under the applicable U.S. tax laws; and

“ VWAP ” means the “VWAP” as defined in the rules of the Exchange from time to time.

2.2 Interpretation

(a) Whenever the Plan Administrator exercises discretion in the administration of this Plan, the term “discretion” means the sole and absolute discretion of the Plan Administrator.
(b) As used herein, the terms “Article”, “Section”, “Subsection” and “clause” mean and refer to the specified Article, Section, Subsection and clause of this Plan, respectively.
(c) Words importing the singular include the plural and vice versa and words importing any gender include any other gender.
(d) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period begins, including the day on which the period ends, and abridging the period to the immediately preceding Business Day in the event that the last day of the period is not a Business Day. In the event an action is required to be taken or a payment is required to be made on a day which is not a Business Day such action shall be taken or such payment shall be made by the immediately preceding Business Day.
(e) Unless otherwise specified, all references to money amounts are to Canadian currency.
(f) The headings used herein are for convenience only and are not to affect the interpretation of this Plan.
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ARTICLE 3 ADMINISTRATION

3.1 Administration

This Plan will be administered by the Plan Administrator and the Plan Administrator has sole and complete authority, in its discretion, to:

(a) determine the individuals to whom grants under the Plan may be made;
(b) make grants of Awards under the Plan relating to the issuance of Shares (including any combination of Options, Restricted Share Units, Performance Share Units or Deferred Share Units) in such amounts, to such Persons and, subject to the provisions of this Plan, on such terms and conditions as it determines including without limitation:
(i) the time or times at which Awards may be granted;
(ii) the conditions under which:
- (A) Awards may be granted to Participants; or
- (B) Awards may be forfeited to the Corporation,
- including any conditions relating to the attainment of specified Performance Goals;
(iii) the number of Shares to be covered by any Award;
(iv) the price, if any, to be paid by a Participant in connection with the purchase of Shares covered by any Awards;
(v) whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any Award, and the nature of such restrictions or limitations, if any; and
(vi) subject to the rules of the Exchange, any acceleration of exercisability or vesting, or waiver of termination regarding any Award, based on such factors as the Plan Administrator may determine;
(c) establish the form or forms of Award Agreements;
(d) cancel, amend, adjust or otherwise change any Award under such circumstances as the Plan Administrator may consider appropriate in accordance with the provisions of this Plan, subject to the rules of the Exchange;
(e) construe and interpret this Plan and all Award Agreements;
(f) adopt, amend, prescribe and rescind administrative guidelines and other rules and regulations relating to this Plan, including rules and regulations relating to sub-
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plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws;

(g) ensure and confirm, for Awards granted or issued to Consultants and Employees, that such Participant is a bona fide Consultant or Employee, as the case may be; and
(h) make all other determinations and take all other actions necessary or advisable for the implementation and administration of this Plan.

3.2 Delegation to Committee

(a) The initial Plan Administrator shall be the Board.
(b) To the extent permitted by applicable law, the Board may, from time to time, assume or delegate to any committee of the Board (the “ Committee ”) all or any of the powers conferred on the Plan Administrator pursuant to this Plan, including the power to sub-delegate to any member(s) of the Committee or any specified officer(s) of the Corporation or its subsidiaries all or any of the powers delegated by the Board. In such event, the Committee or any sub-delegate will exercise the powers delegated to it in the manner and on the terms authorized by the delegating party. Any decision made or action taken by the Committee or any sub-delegate arising out of or in connection with the administration or interpretation of this Plan in this context is final and conclusive and binding on the Corporation and all subsidiaries of the Corporation, all Participants and all other Persons.

3.3 Determinations Binding

Any decision made or action taken by the Board, the Committee or any sub-delegate to whom authority has been delegated pursuant to Section 3.2 arising out of or in connection with the administration or interpretation of this Plan is final, conclusive and binding on the Corporation, the affected Participant(s), their legal and personal representatives and all other Persons.

3.4 Eligibility

All Directors, Officers, Employees and Consultants are eligible to participate in the Plan, subject to Section 9.1(g). Participation in the Plan is voluntary and eligibility to participate does not confer upon any Director, Officer, Employee or Consultant any right to receive any grant of an Award pursuant to the Plan. The extent to which any Director, Officer, Employee or Consultant is entitled to receive a grant of an Award pursuant to the Plan will be determined in the sole and absolute discretion of the Plan Administrator.

3.5 Plan Administrator Requirements

Any Award granted under this Plan shall be subject to the requirement that, if at any time the Corporation shall determine that the listing, registration or qualification of the Shares issuable pursuant to such Award upon any securities exchange or under any Securities Laws of any jurisdiction, or the consent or approval of the Exchange and any securities commissions or similar securities regulatory bodies having jurisdiction over the Corporation is necessary as a condition

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of, or in connection with, the grant or exercise of such Award or the issuance or purchase of Shares thereunder, such Award may not be accepted or exercised, as applicable, in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Plan Administrator. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval. Participants shall, to the extent applicable, cooperate with the Corporation in complying with such legislation, rules, regulations and policies.

3.6 Total Shares Subject to Awards

(a) Subject to adjustment as provided for in Article 10 and any subsequent amendment to this Plan, the aggregate number of Shares that may be issued pursuant to this Plan shall not exceed 10% of the outstanding Shares at the time of the granting of an Award, less the aggregate number of Shares then reserved for issuance pursuant to any Award.
(b) To the extent any Awards (or portion(s) thereof) under this Plan terminate or are cancelled for any reason prior to exercise in full, or are surrendered to the Corporation by the Participant, except surrenders relating to the payment of the purchase price of any such Award or the satisfaction of the tax withholding obligations related to any such Award, any Shares subject to such Awards (or portion(s) thereof) shall be added back to the number of Shares reserved for issuance under this Plan and will again become available for issuance pursuant to the exercise of Awards granted under this Plan.

3.7 Limits on Grants of Awards

Notwithstanding anything in this Plan:

(a) the aggregate number of Shares:
(i) issued to any one Person (or any companies that are wholly owned by such Person) in any one (1) year period, under all of the Corporation’s Security Based Compensation Arrangements, shall not exceed five percent (5%) of the Corporation’s issued and outstanding Shares;
(ii) issued to any one Consultant in any one (1) year period, under all of the Corporation’s Security Based Compensation Arrangements, shall not exceed two percent (2%) of the Corporation’s issued and outstanding Shares;
(iii) issued to any one Investor Relations Service Provider in any one (1) year period as an Award may only be issued as Options and shall not exceed two percent (2%) of the Corporation’s issued and outstanding Shares;
(iv) issuable to Insiders (as a group) at any time, under all of the Corporation’s Security Based Compensation Arrangements, shall not exceed ten percent (10%) of the Corporation’s issued and outstanding Shares; and
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(v) issued to Insiders within any one (1) year period, under all of the Corporation’s Security Based Compensation Arrangements, shall not exceed ten percent (10%) of the Corporation’s issued and outstanding Shares.
(b) (i) the Plan Administrator shall not make grants of Awards to Directors if, within any one financial year of the Corporation, the aggregate fair market value on the Date of Grant of all Awards granted to any one Director under all of the Corporation’s Security Based Compensation Arrangements would exceed $150,000 (including an aggregate fair market value on the Date of Grant of no more than $100,000 in Options); provided that such limits shall not apply to (i) Awards taken in lieu of any cash retainer or other Director Fees, (ii) a one-time initial grant to a Director upon such Director joining the Board and (iii) Awards granted on or in connection with the closing of the Corporation’s initial public offering.
(c) the Plan Administrator shall not grant any Awards that may be denominated or settled in Shares to residents of the United States unless such Awards and the Shares issuable upon exercise thereof are registered under the U.S. Securities Act or are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act.

3.8 Award Agreements

Each Award under this Plan will be evidenced by an Award Agreement. Each Award Agreement will be subject to the applicable provisions of this Plan and will contain such provisions as are required by this Plan and any other provisions that the Plan Administrator may direct. Any one officer of the Corporation is authorized and empowered to execute and deliver, for and on behalf of the Corporation, an Award Agreement to each Participant granted an Award pursuant to this Plan.

3.9 Non-transferability of Awards

Except as permitted by the Plan Administrator and to the extent that certain rights may pass to a beneficiary or legal representative upon death of a Participant, by will or as required by law, no assignment or transfer of Awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Awards whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same, such Awards will terminate and be of no further force or effect. To the extent that certain rights to exercise any portion of an outstanding Award pass to a beneficiary or legal representative upon death of a Participant, the period in which such Award can be exercised by such beneficiary or legal representative shall not exceed one year from the Participant’s death.

ARTICLE 4 OPTIONS

4.1 Granting of Options

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Options to any

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Participant. The terms and conditions of each Option grant shall be evidenced by an Award Agreement.

4.2 Exercise Price

The Plan Administrator will establish the Exercise Price at the time each Option is granted, which Exercise Price must in all cases be not less than the Discounted Market Price on the Date of Grant.

4.3 Term of Options

Subject to any accelerated vesting or termination as set forth in this Plan, each Option expires on its Expiry Date.

4.4 Vesting and Exercisability

(a) The Plan Administrator shall have the authority to determine the vesting terms applicable to grants of Options.
(b) Subject to the provisions of this Plan, no Option may vest before the date that is one (1) year following the date such Option is granted or issued.
(c) Once an Option becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the Option, unless otherwise specified by the Plan Administrator, or as may be otherwise set forth in any written employment agreement, consulting agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant. Each vested Option may be exercised at any time or from time to time, in whole or in part, for up to the total number of Option Shares with respect to which it is then exercisable. Except for options granted to an Investor Relations Service Provider and subject to the rules of the Exchange, the Plan Administrator has the right to accelerate the date upon which an Option becomes exercisable.
(d) Subject to the provisions of this Plan and any Award Agreement, Options shall be exercised by means of a fully completed Exercise Notice delivered to the Corporation.
(e) The Plan Administrator may provide at the time of granting an Option that the exercise of that Option is subject to restrictions, in addition to those specified in this Section 4.4, such as vesting conditions relating to the attainment of specified Performance Goals.
(f) No Option holder who is resident in the United States may exercise Options unless the Option Shares are registered under the U.S. Securities Act or are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act.
(g) Any Options granted to an Investor Relations Service Provider must vest in stages over a period of not less than twelve (12) months as follows:
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(i) no more than 1/4 of the Options vest no sooner than three (3) months after the Options were granted;
(ii) no more than another 1/4 of the Options vest no sooner than six (6) months after the Options were granted;
(iii) no more than another 1/4 of the Options vest no sooner than nine (9) months after the Options were granted; and
(iv) the remainder of the Options vest no sooner than twelve (12) months after the Options were granted.

4.5 Payment of Exercise Price

(a) Unless otherwise specified by the Plan Administrator at the time of granting an Option and set forth in the particular Award Agreement, the Exercise Notice must be accompanied by payment of the Exercise Price. The Exercise Price must be fully paid by certified cheque, wire transfer, bank draft or money order payable to the Corporation or by such other means as might be specified from time to time by the Plan Administrator, which may include (i) through an arrangement with a broker approved by the Corporation (or through an arrangement directly with the Corporation) whereby payment of the Exercise Price is accomplished with the proceeds of the sale of Shares deliverable upon the exercise of the Option, (ii) through the Net Exercise process set out in Section 4.5(b), or (iii) such other consideration and method of payment for the issuance of Shares to the extent permitted by Securities Laws, or any combination of the foregoing methods of payment.
(b) A Participant who is not an Investor Relations Service Provider may, in lieu of exercising an Option pursuant to an Exercise Notice, elect to surrender such Option to the Corporation (a “ Net Exercise ”) in consideration for the issuance of an amount of shares from the Corporation equal to the quotient obtained by dividing (i) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Shares and the exercise price of the subject Options, by (ii) the VWAP of the underlying Shares, (the “ In-theMoney Shares ”) by written notice to the Corporation indicating the number of Options such Participant wishes to exercise using the Net Exercise, and such other information that the Corporation may require. Subject to Section 8.3, the Corporation shall deliver to the Participant the number of In-the-Money Shares rounded down to the nearest whole number. Any Options surrendered in connection with a Net Exercise will not be added back to the number of Shares reserved for issuance under this Plan. No Shares will be issued or transferred until full payment therefor has been received by the Corporation.
(c) If a Participant surrenders Options through a Net Exercise pursuant to Section 4.5(b), to the extent that such Participant would be entitled to a deduction under paragraph 110(1)( d ) of the Income Tax Act (Canada) (the “ Tax Act ”) in respect of such surrender if the election described in subsection 110(1.1) of the Tax Act were made and filed (and the other procedures described therein were undertaken) on a
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timely basis after such surrender, the Corporation will cause such election to be so made and filed (and such other procedures to be so undertaken).

4.6 Legend

If the Exchange Hold Period is applicable, all Options and any Shares issued under Options exercised prior to the expiry of the Exchange Hold Period must be legended with the Exchange Hold Period commencing on the date the Options were granted in accordance with the rules of the Exchange.

ARTICLE 5 RESTRICTED SHARE UNITS

5.1 Granting of RSUs

(a) The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant RSUs to any Participant in respect of a bonus or similar payment in respect of services rendered by the applicable Participant in a taxation year (the “ RSU Service Year ”). The terms and conditions of each RSU grant may be evidenced by an Award Agreement. Each RSU will consist of a right to receive a Share, cash payment, or a combination thereof (as provided in Section 5.4(a)), upon the settlement of such RSU.
(b) The number of RSUs (including fractional RSUs) granted at any particular time pursuant to this Article 5 will be calculated by dividing (i) the amount of any bonus or similar payment that is to be paid in RSUs (including the elected amount as applicable), as determined by the Plan Administrator, by (ii) the greater of (A) the Market Price of a Share on the Date of Grant; and (B) such amount as determined by the Plan Administrator in its sole discretion.

5.2 RSU Account

All RSUs received by a Participant shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant.

5.3 Vesting of RSUs

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of RSUs, provided that the terms comply with, or are exempt from, Section 409A, with respect to a U.S. Taxpayer. Subject to the provisions of this Plan, no RSU may vest before the date that is one (1) year following the date such RSU is granted or issued.

5.4 Settlement of RSUs

(a) The Plan Administrator shall have the sole authority to determine the settlement terms applicable to the grant of RSUs, provided that with respect to a U.S. Taxpayer the terms comply with, or are exempt from, Section 409A to the extent it is applicable. Subject to Section 11.6(d) below and except as otherwise provided in
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an Award Agreement, on the settlement date for any RSU, the Participant shall redeem each vested RSU for:

(i) one (1) fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct,
(ii) a cash payment, or
(iii) a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above,

in each case as determined by the Plan Administrator in its discretion.

(b) Any cash payments made under this Section 5.4 by the Corporation to a Participant in respect of RSUs to be redeemed for cash shall be calculated by multiplying the number of RSUs to be redeemed for cash by the Market Price per Share as at the settlement date.
(c) Payment of cash to Participants on the redemption of vested RSUs may be made through the Corporation’s payroll in the pay period that the settlement date falls within.
(d) Notwithstanding any other terms of this Plan but subject to Section 11.6(d) below and except as otherwise provided in an Award Agreement, no settlement date for any RSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any RSU, under this Section 5.4 any later than the final Business Day of the third calendar year following the applicable RSU Service Year.
(e) No RSU holder who is resident in the United States may settle RSUs for Shares unless the Shares issuable upon settlement of the RSUs are registered under the U.S. Securities Act or are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act.

ARTICLE 6 PERFORMANCE SHARE UNITS

6.1 Granting of PSUs

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant PSUs to any Participant in respect of a bonus or similar payment in respect of services rendered by the applicable Participant in a taxation year (the “ PSU Service Year ”). The terms and conditions of each PSU grant shall be evidenced by an Award Agreement, provided that with respect to a U.S. Taxpayer the terms comply with Section 409A to the extent it is applicable. Each PSU will consist of a right to receive a Share, cash payment, or a combination thereof (as provided in Section 6.6(a)), upon the achievement of such Performance Goals during such performance periods as the Plan Administrator shall establish.

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6.2 Terms of PSUs

The Performance Goals to be achieved during any performance period, the length of any performance period, the amount of any PSUs granted, the termination of a Participant’s employment and the amount of any payment or transfer to be made pursuant to any PSU will be determined by the Plan Administrator and by the other terms and conditions of any PSU, all as set forth in the applicable Award Agreement.

6.3 Performance Goals

The Plan Administrator will issue Performance Goals prior to the Date of Grant to which such Performance Goals pertain. The Performance Goals may be based upon the achievement of corporate, divisional or individual goals, and may be applied to performance relative to an index or comparator group, or on any other basis determined by the Plan Administrator. The Plan Administrator may modify the Performance Goals as necessary to align them with the Corporation’s corporate objectives, subject to any limitations set forth in an Award Agreement or an employment or other agreement with a Participant. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur) (“ Target Performance ”), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur), all as set forth in the applicable Award Agreement.

6.4 PSU Account

All PSUs received by a Participant shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant.

6.5 Vesting of PSUs

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of PSUs. Subject to the provisions of this Plan, no PSU may vest before the date that is one (1) year following the date such PSU is granted or issued.

6.6 Settlement of PSUs

(a) The Plan Administrator shall have the authority to determine the settlement terms applicable to the grant of PSUs provided that with respect to a U.S. Taxpayer the terms comply with Section 409A to the extent it is applicable. Subject to Section 11.6(d) below and except as otherwise provided in an Award Agreement, on the settlement date for any PSU, the Participant shall redeem each vested PSU for:
(i) one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct,
(ii) a cash payment, or
(iii) a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above,
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in each case as determined by the Plan Administrator in its sole discretion.

(b) Any cash payments made under this Section 6.6 by the Corporation to a Participant in respect of PSUs to be redeemed for cash shall be calculated by multiplying the number of PSUs to be redeemed for cash by the Market Price per Share as at the settlement date.
(c) Payment of cash to Participants on the redemption of vested PSUs may be made through the Corporation’s payroll in the pay period that the settlement date falls within.
(d) Notwithstanding any other terms of this Plan but subject to Section 11.6(d) below and except as otherwise provided in an Award Agreement, no settlement date for any PSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any PSU, under this Section 6.6 any later than the final Business Day of the third calendar year following the applicable PSU Service Year.
(e) No PSU holder who is resident in the United States may settle PSUs for Shares unless the Shares issuable upon settlement of the PSUs are registered under the U.S. Securities Act or are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act.

ARTICLE 7 DEFERRED SHARE UNITS

7.1 Granting of DSUs

(a) The Board may fix from time to time a portion of the Director Fees that is to be payable in the form of DSUs. In addition, each Electing Person is given, subject to the conditions stated herein, the right to elect in accordance with Section 7.1(b) to participate in the grant of additional DSUs pursuant to this Article 7. An Electing Person who elects to participate in the grant of additional DSUs pursuant to this Article 7 shall receive their Elected Amount (as that term is defined below) in the form of DSUs. The “ Elected Amount ” shall be an amount, as elected by the Director, in accordance with applicable tax law, between 0% and 100% of any Director Fees that would otherwise be paid in cash (the “ Cash Fees ”).
(b) Each Electing Person who elects to receive their Elected Amount in the form of DSUs will be required to file a notice of election in the form of Schedule A hereto (the “ Election Notice ”) with the Chief Financial Officer of the Corporation: (i) in the case of an existing Electing Person, by December 31[st] in the year prior to the year to which such election is to apply, which, with respect to a U.S. Taxpayer, shall mean December 31st in the year preceding the year with respect to which the applicable compensation is earned; and (ii) in the case of a newly appointed Electing Person who is not a U.S. Taxpayer, within 30 days of such appointment with respect to compensation paid for services to be performed after such date. In the case of an existing Electing Person who is a U.S. Taxpayer as of the Effective Date of this Plan, an initial Election Notice may be filed by the date that is 30 days from the Effective Date only with respect to compensation paid for services to be
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performed after the Election Date; and, in the case of a newly appointed Electing Person who is a U.S. Taxpayer, an Election Notice may be filed within 30 days of such appointment only with respect to compensation paid for services to be performed after the Election Date. If no election is made within the foregoing time frames, the Electing Person shall be deemed to have elected to be paid the entire amount of his or her Cash Fees in cash.

(c) Subject to Subsection 7.1(d), the election of an Electing Person under Subsection 7.1(b) shall be deemed to apply to all Cash Fees paid subsequent to the filing of the Election Notice, and such Electing Person is not required to file another Election Notice for subsequent calendar years.
(d) Each Electing Person who is not a U.S. Taxpayer is entitled once per calendar year to terminate his or her election to receive DSUs by filing with the Chief Financial Officer of the Corporation a termination notice in the form of Schedule B. Such termination shall be effective immediately upon receipt of such notice, provided that the Corporation has not imposed a “black-out” on trading. Thereafter, any portion of such Electing Person’s Cash Fees payable or paid in the same calendar year and, subject to complying with Subsection 7.1(b), all subsequent calendar years shall be paid in cash. For greater certainty, to the extent an Electing Person terminates his or her participation in the grant of DSUs pursuant to this Article 7, he or she shall not be entitled to elect to receive the Elected Amount, or any other amount of his or her Cash Fees in DSUs again until the calendar year following the year in which the termination notice is delivered. An election by a U.S. Taxpayer to receive the Elected Amount in DSUs for any calendar year is irrevocable for that calendar year after the expiration of the election period for that year and any termination of the election will not take effect until the first day of the calendar year following the calendar year in which the termination notice in the form of Schedule C is delivered.
(e) Any DSUs granted pursuant to this Article 7 prior to the delivery of a termination notice pursuant to Section 7.1(d) shall remain in the Plan following such termination and will be redeemable only in accordance with the terms of the Plan.
(f) The number of DSUs (including fractional DSUs) granted at any particular time pursuant to this Article 7 will be calculated by dividing (i) the amount of any Director Fees that are to be paid in DSUs (including any Elected Amount), by (ii) the Market Price of a Share on the Date of Grant.
(g) In addition to the foregoing, the Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant DSUs to any Participant.

7.2 DSU Account

All DSUs received by a Participant (which, for greater certainty includes Electing Persons) shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant. The terms and conditions of each DSU grant may be evidenced by an Award Agreement.

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7.3 Vesting of DSUs

No DSU may vest before the date that is one (1) year following the date such DSU is granted or issued.

7.4 Settlement of DSUs

(a) DSUs shall be settled on the date established in the Award Agreement; provided, however that if there is no Award Agreement or the Award Agreement does not establish a date for the settlement of the DSUs, then, for a Participant who is not a U.S. Taxpayer the settlement date shall be the date determined by the Participant, provided that, in the case of a Participant who is a Canadian Taxpayer, the settlement date shall be no earlier than the date on which the Participant ceases to be a Director and no later than the last Business Day of the immediately following calendar year, and in the case of a Participant who is a U.S. taxpayer, the settlement date shall be the date of the Participant’s “separation from service” under Section 409A and for greater certainty in all cases by the end of the year in which such separation from service occurs, subject to Section 11.6(d). On the settlement date for any DSU, the Participant shall redeem each vested DSU for:
(i) one (1) fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct;
(ii) cash payment; or
(iii) a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above,

in each case as determined by the Plan Administrator in its sole discretion.

(b) Any cash payments made under this Section 7.4 by the Corporation to a Participant in respect of DSUs to be redeemed for cash shall be calculated by multiplying the number of DSUs to be redeemed for cash by the Market Price per Share as at the settlement date.
(c) Payment of cash to Participants on the redemption of vested DSUs may be made through the Corporation’s payroll or in such other manner as determined by the Corporation.
(d) No DSU holder who is resident in the United States may settle DSUs for Shares unless the Shares issuable upon settlement of the DSUs are registered under the U.S. Securities Act or are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act.

7.5 No Additional Amount or Benefit

For greater certainty, neither a Director to whom DSUs are granted nor any person with whom such Director does not deal at arm’s length (for purposes of the Tax Act) shall be entitled, either immediately or in the future, either absolutely or contingently, to receive or

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obtain any amount or benefit granted or to be granted for the purpose of reducing the impact, in whole or in part, of any reduction in the fair market value of the Shares to which the DSUs relate.

ARTICLE 8 ADDITIONAL AWARD TERMS

8.1 Dividend Equivalents

(a) Unless otherwise determined by the Plan Administrator and set forth in the particular Award Agreement, an Award of RSUs, PSUs and DSUs shall include the right for such RSUs, PSUs and DSUs be credited with dividend equivalents in the form of additional RSUs, PSUs and DSUs, respectively, as of each dividend payment date in respect of which normal cash dividends are paid on Shares. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Share by the number of RSUs, PSUs and DSUs, as applicable, held by the Participant on the record date for the payment of such dividend, by (b) the Market Price at the close of the first Business Day immediately following the dividend record date, with fractions computed to three decimal places. Dividend equivalents credited to a Participant’s account shall vest in proportion to the RSUs, PSUs and DSUs to which they relate, and shall be settled in accordance with Subsections 5.4, 6.6, and 7.4 respectively. Any dividend equivalents shall be subject to the same limits as set forth in Section 3.7(a). The Corporation may make payment in cash if it does not have a sufficient number of Shares available under this Plan to satisfy its obligations in respect of any dividend equivalents.
(b) The foregoing does not obligate the Corporation to declare or pay dividends on Shares and nothing in this Plan shall be interpreted as creating such an obligation.

8.2 Black-out Period

If an Award expires during a routine or special trading black-out period formally imposed by the Corporation to restrict trades in the Corporation’s securities, then, notwithstanding any other provision of this Plan, unless the delayed expiration would result in negative tax consequences, the Award shall expire five Business Days after the trading black-out period is lifted by the Corporation. No delayed expiration will apply where a Participant or the Corporation is subject to a cease trade order in respect of the Corporation’s securities.

8.3 Withholding Taxes

Notwithstanding any other terms of this Plan, the granting, vesting or settlement of each Award under this Plan is subject to the condition that if at any time the Plan Administrator determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such grant, vesting or settlement, such action is not effective unless such withholding has been effected to the satisfaction of the Plan Administrator. In such circumstances, the Plan Administrator may require that a Participant pay to the Corporation the minimum amount as the Corporation or a subsidiary of the Corporation is obliged to withhold or remit to the relevant taxing authority in respect of the granting, vesting or settlement of the Award. Any such additional

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payment is due no later than the date on which such amount with respect to the Award is required to be remitted to the relevant tax authority by the Corporation or a subsidiary of the Corporation, as the case may be. Alternatively, and subject to any requirements or limitations under applicable law, the Corporation or any Affiliate may (a) withhold such amount from any remuneration or other amount payable by the Corporation or any Affiliate to the Participant, (b) require the sale, on behalf of the applicable Participant, of a number of Shares issued upon exercise, vesting, or settlement of such Award and the remittance to the Corporation of the net proceeds from such sale sufficient to satisfy such amount, or (c) enter into any other suitable arrangements for the receipt of such amount.

8.4 Recoupment

Notwithstanding any other terms of this Plan, Awards may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar policy adopted by the Corporation or the relevant subsidiary of the Corporation, or as set out in the Participant’s employment agreement, consulting agreement, Award Agreement or other written agreement, or as otherwise required by law or the rules of the Exchange. The Plan Administrator may at any time waive the application of this Section 8.4 to any Participant or category of Participants.

ARTICLE 9 TERMINATION OF EMPLOYMENT OR SERVICES

9.1 Termination of Officer, Employee, Consultant or Director

Subject to Section 9.2, unless otherwise determined by the Plan Administrator or as set forth in an employment agreement, consulting agreement, Award Agreement or other written agreement:

(a) where a Participant’s employment, consulting or other agreement or arrangement is terminated or the Participant ceases to hold office or his or her position, as applicable, by reason of voluntary resignation by the Participant (whether such resignation is with or without Good Reason, but excluding a Retirement), termination by the Corporation or a subsidiary of the Corporation (whether such termination occurs for, or without Cause, with or without any or adequate reasonable notice, or with or without any or adequate compensation in lieu of such reasonable notice) then, subject to applicable law that cannot be waived by the Participant:
(i) each Award held by the Participant that has not vested as of the Termination Date is immediately forfeited and cancelled as of the Termination Date for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards; and
(ii) each Award held by a Participant that has vested may, subject to Sections 5.4(d) and 6.6(d) (where applicable), be exercised, settled or surrendered to the Corporation by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award, and (B) the date that is 90 days after the Termination Date, provided that, subject to 11.6(d) below, any Awards constituting “deferred compensation” subject to
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Section 409A awarded to U.S. Taxpayers, shall be exercised, settled or surrendered within the same calendar year as the Participant’s “separation from service”. Any Award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards;

(b) where a Participant’s employment, consulting or other agreement or arrangement is terminated by reason of the death of the Participant, then each Award held by the Participant that has not vested as of the date of the death of such Participant but is scheduled to vest within the next year shall vest on such date and may, subject to Sections 5.4(d) and 6.6(d) (where applicable), be exercised, settled or surrendered to the Corporation by the Participant at any time during the period that terminates on the earlier of: (i) the Expiry Date of such Award, and (ii) the first anniversary of the date of the death of such Participant provided that (1) with respect to any Performance Share Units held by such Participant, the attainment of Performance Goals shall be assessed on the basis of actual achievement of the Performance Goals up to the date of death of such Participant, if the applicable performance period has been completed and the Corporation can determine if the Performance Goals have been attained, failing which the Corporation will assume Target Performance; and (2) any Awards subject to Section 409A awarded to U.S. Taxpayers, shall be exercised, settled or surrendered within the same calendar year as the Participant’s death. Any Award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards. All other unvested Awards shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards;
(c) where a Participant becomes Disabled, then each Award held by the Participant that has not vested as of the date of the Disability of such Participant shall continue to vest in accordance with its Terms and may, subject to Sections 5.4(d), 6.6(d) and 7.4(a),be exercised, settled or surrendered to the Corporation by a Participant at any time until the earlier of (i) the date which is 12 months following the date upon which such Participant ceases to be an eligible Participant under this Plan, and (ii) the Expiry Date of such Award, provided that (1) with respect to any Performance Share Units held by such Participant, the attainment of Performance Goals shall be assessed on the basis of actual achievement of the Performance Goals up to the Termination Date, if the applicable performance period has been completed and the Corporation can determine if the Performance Goals have been attained, failing which the Corporation will assume Target Performance; and (2) subject to Section 11.6(d) below, any Awards constituting “deferred compensation” subject to Section 409A awarded to U.S. Taxpayers, shall be exercised, settled or surrendered within the same calendar year as the Participant’s “separation from service”. Any Award that remains unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited and cancelled for no consideration upon the termination of such period and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards. All other unvested
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Awards shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards;

(d) where a Participant’s employment, consulting or other agreement or arrangement is terminated due to Retirement, then each Award held by the Participant that has not vested as of the date of such Retirement shall continue to vest in accordance with its terms and, if any such Awards vest, may be exercised, settled or surrendered to the Corporation by the Participant at any time until the earlier of (i) the date which is 12 months following the date upon which the Participant ceases to be an eligible Participant under this Plan, and (ii) the Expiry Date of such Award, all in accordance with this Plan; provided that (1) with respect to any Performance Share Units held by such Participant, the attainment of Performance Goals shall be assessed on the basis of actual achievement of the Performance Goals up to the Termination Date, if the applicable performance period has been completed and the Corporation can determine if the Performance Goals have been attained, failing which the Corporation will assume Target Performance, and (2) subject to 11.6(d) below, any Awards subject to Section 409A awarded to U.S. Taxpayers, shall be exercised, settled or surrendered within the same calendar year as the Participant's “separation from service”.

Notwithstanding the foregoing, if, following his or her Retirement, the Participant breaches the terms of any restrictive covenant in the Participant’s written or other applicable employment or other agreement with the Corporation or a subsidiary of the Corporation, any Award held by the Participant that has not been exercised, surrendered or settled shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards.

(e) except as explicitly provided herein, any Award granted to a Participant shall expire within 90 days following the date upon which such Participant ceases to be an eligible Participant; provided that the Plan Administrator, in its sole discretion, may extend the expiry date to a date not exceeding 12 months following the date upon which such Participant so ceases to be an eligible Participant under this Plan;
(f) a Participant’s eligibility to receive further grants of Awards under this Plan ceases as of the earliest of the following:
(i) the Termination Date; or
(ii) the date of the death, Disability, Retirement or the date notice is given of the resignation of the Participant; and
(g) notwithstanding Subsection 9.1(a), unless the Plan Administrator, in its discretion, otherwise determines, at any time and from time to time, Awards are not affected by a change of employment or consulting agreement or arrangement, or directorship within or among the Corporation or a subsidiary of the Corporation for so long as the Participant continues to be a Director, Officer, Employee or Consultant, as applicable, of the Corporation or a subsidiary of the Corporation.
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9.2 Discretion to Permit Acceleration

Notwithstanding the provisions of Section 9.1, the Plan Administrator may, in its discretion and subject to the rules of the Exchange, at any time prior to, or following the events contemplated in such Section, or in an employment agreement, consulting agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant, permit the acceleration of vesting of any or all Awards or waive termination of any or all Awards, all in the manner and on the terms as may be authorized by the Plan Administrator.

ARTICLE 10 EVENTS AFFECTING THE CORPORATION

10.1 General

The existence of any Awards does not affect in any way the right or power of the Corporation or its shareholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change in the Corporation’s capital structure or its business, or any amalgamation, combination, arrangement, merger or consolidation involving the Corporation, to create or issue any bonds, debentures, Shares or other securities of the Corporation or to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether of a similar character or otherwise, whether or not any such action referred to in this Article 10 would have an adverse effect on this Plan or on any Award granted hereunder.

10.2 Change in Control

Except as may be set forth in an employment agreement, consulting agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant:

(a) Notwithstanding anything else in this Plan or any Award Agreement, the Plan Administrator may, without the consent of any Participant, take such steps as it deems necessary or desirable, including to cause (i) the conversion or exchange of any outstanding Awards into or for, rights or other securities of substantially equivalent value, as determined by the Plan Administrator in its discretion, in any entity participating in or resulting from a Change in Control; (ii) outstanding Awards to vest and become exercisable, realizable, or payable, or restrictions applicable to an Award to lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and, to the extent the Plan Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (iii) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise or settlement of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Plan Administrator determines in good faith that no amount would have been attained upon the exercise or settlement of such Award or realization of the Participant’s rights, then such Award may be terminated by the Corporation without payment); (iv) the replacement of such Award with other rights or property selected by the Board in
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its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this Section 10.2(a), the Plan Administrator will not be required to treat all Awards similarly in the transaction. Notwithstanding the foregoing, in the case of Options held by a Canadian Taxpayer, the Plan Administrator may not cause the Canadian Taxpayer to receive (pursuant to this Subsection 10.2(a)) any property in connection with a Change in Control other than rights to acquire shares of a corporation or units of a “mutual fund trust” (as defined in the Tax Act), of the Corporation or a “qualifying person” (as defined in the Tax Act) that does not deal at arm’s length (for purposes of the Tax Act) with the Corporation, as applicable, at the time such rights are issued or granted.

(b) Notwithstanding Section 9.1, and except as otherwise provided in a written employment or other agreement between the Corporation or a subsidiary of the Corporation and a Participant, if within 12 months following the completion of a transaction resulting in a Change in Control, a Participant’s employment, consultancy or directorship is terminated by the Corporation or a subsidiary of the Corporation without Cause or the Participant resigns with Good Reason:
(i) a portion of any unvested Awards shall immediately vest, such portion to be equal to the number of unvested Awards held by the Participant as of the Termination Date multiplied by a fraction, the numerator of which is the number of days between the Date of Grant and the Termination Date and the denominator of which is the number of days between the Date of Grant and the date any unvested Awards were originally scheduled to vest, which vested Awards may be exercised, settled or surrendered to the Corporation by such Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the date that is 90 days after the Termination Date, provided that (1) with respect to any Performance Share Units held by such Participant, the attainment of Performance Goals shall be assessed on the basis of actual achievement of the Performance Goals up to the Termination Date, if the applicable performance period has been completed and the Corporation can determine if the Performance Goals have been attained, failing which the Corporation will assume Target Performance, and (2) any Awards subject to Section 409A awarded to U.S. Taxpayers, shall, if such Awards vest, be exercised, settled or surrendered within the same calendar year as the Participant’s “separation from service”, with any Award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards.
(ii) any vested Awards of Participants may, subject to Sections 5.4(d) and 6.6(d) (where applicable), be exercised, settled or surrendered to the Corporation by such Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the date that is 90 days after the Termination Date, provided that any Awards subject to Section 409A awarded to U.S. Taxpayers, shall be exercised, settled or
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surrendered within the same calendar year as the Participant’s “separation from service”, with any Award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards.

(c) Notwithstanding Subsection 10.2(a) and unless otherwise determined by the Plan Administrator, if, as a result of a Change in Control, the Shares will cease trading on an Exchange, then the Corporation may terminate all of the Awards, other than an Option held by a Canadian Taxpayer for the purposes of the Tax Act, granted under this Plan at the time of and subject to the completion of the Change in Control transaction by paying to each holder at or within a reasonable period of time following completion of such Change in Control transaction an amount for each Award equal to the fair market value of the Award held by such Participant as determined by the Plan Administrator, acting reasonably, at or within a reasonable period of time following completion of such Change in Control transaction.
(d) It is intended that any actions taken under this Section 10.2 will comply with the requirements of Section 409A of the Code with respect to Awards granted to U.S. Taxpayers.

10.3 Reorganization of Corporation’s Capital

Should the Corporation effect a subdivision or consolidation of Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), or should any other change be made in the capitalization of the Corporation that would warrant the amendment or replacement of any existing Awards in order to adjust the number of Shares that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange, authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

10.4 Other Events Affecting the Corporation

In the event of an amalgamation, combination, arrangement, merger or other transaction or reorganization involving the Corporation and occurring by exchange of Shares, by sale or lease of assets or otherwise, that does not constitute a Change in Control and that warrants the amendment or replacement of any existing Awards in order to adjust the number and/or type of Shares that may be acquired on the vesting of outstanding Awards or by reference to which such Awards may be settled (as applicable), and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange, authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

10.5 Immediate Acceleration of Awards

In taking any of the steps provided in Sections 10.3 and 10.4, the Plan Administrator will not be required to treat all Awards similarly and where the Plan Administrator determines that the steps provided in Sections 10.3 and 10.4 would not preserve proportionately the rights, value and

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obligations of the Participants holding such Awards in the circumstances or otherwise determines that it is appropriate, the Plan Administrator may, but is not required to, permit the immediate vesting of any unvested Awards. Any such accelerated vesting may be subject to Exchange approval, where applicable, in accordance with the policies of the Exchange.

10.6 Issue by Corporation of Additional Shares

Except as expressly provided in this Article 10, neither the issue by the Corporation of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to the number of Shares that may be acquired as a result of a grant of Awards.

10.7 Fractions

No fractional Shares will be issued pursuant to an Award. Accordingly, if, as a result of any adjustment under this Article 10 or a dividend equivalent, a Participant would become entitled to a fractional Share, the Participant has the right to acquire only the adjusted number of full Shares and no payment or other adjustment will be made with respect to the fractional Shares, which shall be disregarded.

ARTICLE 11 U.S. TAXPAYERS

11.1 Provisions for U.S. Taxpayers

Options granted under this Plan to U.S. Taxpayers may be non-qualified stock options or incentive stock options qualifying under Section 422 of the Code (“ ISOs ”). Each Option shall be designated in the Award Agreement as either an ISO or a non-qualified stock option. The Corporation shall not be liable to any Participant or to any other Person if it is determined that an Option intended to be an ISO does not qualify as an ISO. Nonqualified stock options will be granted to a U.S. Taxpayer only if (i) such U.S. Taxpayer performs services for the Corporation or any corporation or other entity in which the Corporation has a direct or indirect controlling interest or otherwise has a significant ownership interest, as determined under Section 409A, such that the Option will constitute an option to acquire “service recipient stock” within the meaning of Section 409A, or (ii) such option otherwise is exempt from Section 409A.

11.2 ISOs

Subject to any limitations in Section 3.6, the aggregate number of Shares reserved for issuance in respect of granted ISOs shall not exceed 4,500,000 Shares, and the terms and conditions of any ISOs granted to a U.S. Taxpayer on the Date of Grant hereunder, including the eligible recipients of ISOs, shall be subject to the provisions of Section 422 of the Code, and the terms, conditions, limitations and administrative procedures established by the Plan Administrator from time to time in accordance with this Plan. At the discretion of the Plan Administrator, ISOs may be granted to any employee of the Corporation, or of a “parent corporation” or “subsidiary corporation”, as such terms are defined in Sections 424(e) and (f) of the Code.

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11.3 ISO Grants to 10% Shareholders

Notwithstanding anything to the contrary in this Plan, if an ISO is granted to a person who owns shares representing more than 10% of the voting power of all classes of shares of the Corporation or of a “parent corporation” or “subsidiary corporation”, as such terms are defined in Section 424(e) and (f) of the Code, on the Date of Grant, the term of the Option shall not exceed five years from the time of grant of such Option and the Exercise Price shall be at least 110% of the Market Price of the Shares subject to the Option.

11.4 $100,000 Per Year Limitation for ISOs

To the extent the aggregate Market Price as at the Date of Grant of the Shares for which ISOs are exercisable for the first time by any person during any calendar year (under all plans of the Corporation) exceeds $100,000, such excess ISOs shall be treated as non-qualified stock options.

11.5 Disqualifying Dispositions

Each person awarded an ISO under this Plan shall notify the Corporation in writing immediately after the date he or she makes a disposition or transfer of any Shares acquired pursuant to the exercise of such ISO if such disposition or transfer is made (a) within two years from the Date of Grant or (b) within one year after the date such person acquired the Shares. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the person in such disposition or other transfer. The Corporation may, if determined by the Plan Administrator and in accordance with procedures established by it, retain possession of any Shares acquired pursuant to the exercise of an ISO as agent for the applicable person until the end of the later of the periods described in (a) or (b) above, subject to complying with any instructions from such person as to the sale of such Shares.

11.6 Section 409A of the Code

(a) This Plan will be construed and interpreted to be exempt from, or where not so exempt, to comply with Section 409A of the Code to the extent required to preserve the intended tax consequences of this Plan. Any reference in this Plan to section 409A of the Code also include any regulation promulgated thereunder or any other formal guidance issued by the Internal Revenue Service with respect to section 409A of the Code. Each Award shall be construed and administered such that the Award either (A) qualifies for an exemption from the requirements of section 409A of the Code or (B) satisfies the requirements of section 409A of the Code. If an Award is subject to section 409A of the Code, (I) distributions shall only be made in a manner and upon an event permitted under section 409A of the Code, (II) payments to be made upon a termination of employment or service shall only be made upon a “separation from service” under section 409A of the Code, (III) unless the Award specifies otherwise, each installment payment shall be treated as a separate payment for purposes of section 409A of the Code, and (IV) in no event shall a Participant, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with section 409A of the Code. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A of the Code, the Award will be granted, paid, settled or deferred in a
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manner that will meet the requirements of Section 409A of the Code, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A of the Code. The Corporation reserves the right to amend this Plan to the extent it reasonably determines is necessary in order to preserve the intended tax consequences of this Plan in light of Section 409A of the Code. In no event will the Corporation or any of its subsidiaries or Affiliates be liable for any tax, interest or penalties that may be imposed on a Participant under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.

(b) All terms of the Plan that are undefined or ambiguous must be interpreted in a manner that complies with Section 409A of the Code if necessary to comply with Section 409A of the Code.
(c) The Plan Administrator, in its sole discretion, may permit the acceleration of the time or schedule of payment of a U.S. Taxpayer’s vested Awards in the Plan that constitute “deferred compensation” subject to Section 409A under circumstances that constitute permissible acceleration events under Section 409A of the Code.
(d) Notwithstanding any provisions of the Plan to the contrary, in the case of any “specified employee” within the meaning of Section 409A of the Code who is a U.S. Taxpayer, distributions of non-qualified deferred compensation under Section 409A of the Code made in connection with a “separation from service” within the meaning set forth in Section 409A of the Code may not be made prior to the date which is six months after the date of separation from service (or, if earlier, the date of death of the U.S. Taxpayer). Any amounts subject to a delay in payment pursuant to the preceding sentence shall be paid as soon practicable following such six-month anniversary of such separation from service.

11.7 Section 83(b) Election

If a Participant makes an election pursuant to Section 83(b) of the Code with respect to an Award of Shares subject to vesting or other forfeiture conditions, the Participant shall be required to promptly file a copy of such election with the Corporation.

11.8 Application of Article 11 to U.S. Taxpayers

For greater certainty, the provisions of this Article 11 shall only apply to U.S. Taxpayers.

ARTICLE 12 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

12.1 Amendment, Suspension, or Termination of the Plan

The Plan Administrator may from time to time, without notice and without approval of the holders of voting shares of the Corporation, amend, modify, change, suspend or terminate the Plan or any

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Awards granted pursuant to the Plan as it, in its discretion determines appropriate, provided, however, that:

(a) no such amendment, modification, change, suspension or termination of the Plan or any Awards granted hereunder may materially impair any rights of a Participant or materially increase any obligations of a Participant under the Plan without the consent of the Participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable Securities Laws or Exchange requirements; and
(b) any amendment that would cause an Award held by a U.S. Taxpayer to be subject to the additional tax penalty under Section 409A(1)(b)(i)(II) of the Code shall be null and void ab initio with respect to the U.S. Taxpayer unless the consent of the U.S. Taxpayer is obtained .

12.2 Shareholder Approval

Notwithstanding Section 12.1 and subject to any rules of the Exchange, approval of the holders of Shares shall be required for any amendment, modification or change that:

(a) increases the number of Shares reserved for issuance under the Plan, except pursuant to the provisions under Article 10 which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;
(b) increases or removes the 10% limits on Shares issuable or issued to Insiders as set forth in Subsection 3.7(a);
(c) extends the term of an Option Award beyond the original Expiry Date (except where an Expiry Date would have fallen within a blackout period applicable to the Participant);
(d) increases or removes the limits on the participation of Directors;
(e) permits Awards to be transferred to a Person;
(f) changes the eligible participants of the Plan;
(g)
changes the provisions set out in Article 9; or
(h) deletes or reduces the range of amendments which require approval of shareholders under this Section 12.2; and

approval of disinterested shareholders shall be required for any amendment, modification or change that:

(a) reduces the exercise price of an Option Award (for this purpose, a cancellation or termination of an Option Award of a Participant prior to its Expiry Date for the purpose of reissuing an Option Award to the same Participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an Option
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Award) except pursuant to the provisions in the Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital; or

(b) reduces the exercise price of an Option Award or extends the term of an Option Award beyond the original Expiry Date if the Participant is an Insider of the Corporation at the time of the proposed amendment.

12.3 Permitted Amendments

Without limiting the generality of Section 12.1, but subject to Section 12.2, the Plan Administrator may, without shareholder approval, at any time or from time to time, amend the Plan for the purposes of:

(a) making any amendments to the general vesting provisions of each Award;
(b) making any amendments to add covenants of the Corporation for the protection of Participants, as the case may be, provided that the Plan Administrator shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Participants, as the case may be;
(c) making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Plan Administrator, having in mind the best interests of the Participants, it may be expedient to make, including amendments that are desirable as a result of changes in law in any jurisdiction where a Participant resides, provided that the Plan Administrator shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Participants and Directors; or
(d) making such changes or corrections which, on the advice of counsel to the Corporation, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Plan Administrator shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Participants.

ARTICLE 13 MISCELLANEOUS

13.1 Legal Requirement

The Corporation is not obligated to grant any Awards, issue any Shares or other securities, make any payments or take any other action if, in the opinion of the Plan Administrator, in its sole discretion, such action would constitute a violation by a Participant or the Corporation of any provision of any applicable statutory or regulatory enactment of any government or government agency or the requirements of any Exchange upon which the Shares may then be listed.

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13.2 No Other Benefit

No amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of a Share, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

13.3 Rights of Participant

No Participant has any claim or right to be granted an Award and the granting of any Award is not to be construed as giving a Participant a right to remain as an Employee, Consultant or Director. No Participant has any rights as a shareholder of the Corporation in respect of Shares issuable pursuant to any Award until the allotment and issuance to such Participant, or as such Participant may direct, of certificates representing such Shares.

13.4 Corporate Action

Nothing contained in this Plan or in an Award shall be construed so as to prevent the Corporation from taking corporate action which is deemed by the Corporation to be appropriate or in its best interest, whether or not such action would have an adverse effect on this Plan or any Award.

13.5 Conflict

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

13.6 Anti-Hedging Policy

By accepting an Award each Participant acknowledges that he or she is restricted from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of Awards.

13.7 Clawback

Notwithstanding any other provisions in this Plan, the Corporation may cancel any Award, require reimbursement of any Award by a Participant, and effect any other right of recovery or recoupment of equity or other compensation provided under the Plan under applicable laws, stock exchange listing requirements or in accordance with any Corporation policies that may be adopted and/or modified from time to time (“ Clawback Policy ”). In addition, a Participant may be required to repay to the Corporation previously paid compensation, whether provided pursuant to the Plan or an Award Agreement, in accordance with the Clawback Policy. By accepting an Award, the Participant is agreeing to be bound by the Clawback Policy, as in effect or as may be adopted and/or modified from time to time by the Corporation in its sole discretion, acting reasonably (including, without limitation, to comply with applicable laws or stock exchange listing requirements).

13.8 Participant Information

Each Participant shall provide the Corporation with all information (including personal information) required by the Corporation in order to administer the Plan. Each Participant

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acknowledges that information required by the Corporation in order to administer the Plan may be disclosed to any custodian appointed in respect of the Plan and other third parties, and may be disclosed to such persons (including persons located in jurisdictions other than the Participant’s jurisdiction of residence), in connection with the administration of the Plan. Each Participant consents to such disclosure and authorizes the Corporation to make such disclosure on the Participant’s behalf.

13.9 Participation in the Plan

The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan. In particular, participation in the Plan does not constitute a condition of employment or engagement nor a commitment on the part of the Corporation to ensure the continued employment or engagement of such Participant. The Plan does not provide any guarantee against any loss which may result from fluctuations in the market value of the Shares. The Corporation does not assume responsibility for the income or other tax consequences for the Participants and Directors and they are advised to consult with their own tax advisors.

13.10 International Participants

With respect to Participants who reside or work outside Canada and the United States, the Plan Administrator may, in its sole discretion, amend, or otherwise modify, without shareholder approval, the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law, and the Plan Administrator may, where appropriate, establish one or more sub-plans to reflect such amended or otherwise modified provisions.

13.11 Successors and Assigns

The Plan shall be binding on all successors and assigns of the Corporation and its subsidiaries.

13.12 General Restrictions or Assignment

Except as required by law, the rights of a Participant under the Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant unless otherwise approved by the Plan Administrator.

13.13 Severability

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

13.14 Rights to Compensation or Damages

The Plan displaces any and all common law and civil law rights the Participant may have or claim to have in respect of any Awards, including any right to damages. The foregoing shall apply, regardless of: (i) the reason for the termination of the Participant’s employment, term of office or

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service arrangement; (ii) whether such termination is lawful or unlawful, with or without Cause or Good Reason; (iii) whether it is the Participant or the Corporation or a subsidiary of the Corporation that initiates the termination; and (iv) any fundamental changes, over time, to the terms and conditions applicable to the Participant’s employment, term of office or service arrangement.

13.15 Notices

All written notices to be given by a Participant to the Corporation shall be delivered personally, e- mail or mail, postage prepaid, addressed as follows:

Must Capital Inc. 121 King Street West, Suite 2150 Toronto, Ontario M5H 3T9 Attention: Chief Financial Officer

All notices to a Participant will be addressed to the principal address of the Participant on file with the Corporation. Either the Corporation or the Participant may designate a different address by written notice to the other. Such notices are deemed to be received, if delivered personally or by e-mail, on the date of delivery, and if sent by mail, on the fifth Business Day following the date of mailing. Any notice given by either the Participant or the Corporation is not binding on the recipient thereof until received.

13.16 Effective Date

This Plan becomes effective on a date to be determined by the Plan Administrator, subject to the approval of the shareholders of the Corporation.

13.17 Governing Law

This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without any reference to conflicts of law rules.

13.18 Submission to Jurisdiction

The Corporation and each Participant irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province of Ontario in respect of any action or proceeding relating in any way to the Plan, including, without limitation, with respect to the grant of Awards and any issuance of Shares made in accordance with the Plan.

SCHEDULE A

MUST CAPITAL INC. OMNIBUS EQUITY INCENTIVE PLAN (THE “PLAN”)

ELECTION NOTICE

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

Pursuant to the Plan, I hereby elect to participate in the grant of DSUs pursuant to Article 7 of the Plan and to receive ____% of my Cash Fees in the form of DSUs.

I confirm that:

(a) I have received and reviewed a copy of the terms of the Plan and agreed to be bound by them.
(b) I recognize that when DSUs credited pursuant to this election are redeemed in accordance with the terms of the Plan, income tax and other withholdings as required will arise at that time. Upon redemption of the DSUs, the Corporation will make all appropriate withholdings as required by law at that time.
(c) The value of DSUs is based on the value of the Shares of the Corporation and therefore is not guaranteed.
(d) To the extent I am a U.S. taxpayer, I understand that this election is irrevocable for the calendar year to which it applies and that any revocation or termination of this election after the expiration of the election period will not take effect until the first day of the calendar year following the year in which I file the revocation or termination notice with the Corporation.

The foregoing is only a brief outline of certain key provisions of the Plan. For more complete information, reference should be made to the Plan’s text.

Date:

(Name of Participant)

(Signature of Participant)

SCHEDULE B

MUST CAPITAL INC.

OMNIBUS EQUITY INCENTIVE PLAN (THE “PLAN”)

ELECTION TO TERMINATE RECEIPT OF ADDITIONAL DSUs

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

Notwithstanding my previous election in the form of Schedule A to the Plan, I hereby elect that no portion of the Cash Fees accrued after the date hereof shall be paid in DSUs in accordance with Article 7 of the Plan.

I understand that the DSUs already granted under the Plan cannot be redeemed except in accordance with the Plan.

I confirm that I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.

Date:

(Name of Participant)

(Signature of Participant)

Note : An election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar year.

SCHEDULE C

MUST CAPITAL INC.

OMNIBUS EQUITY INCENTIVE PLAN (THE “PLAN”)

ELECTION TO TERMINATE RECEIPT OF ADDITIONAL DSUs (U.S. TAXPAYERS)

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

Notwithstanding my previous election in the form of Schedule A to the Plan, I hereby elect that no portion of the Cash Fees accrued after the effective date of this termination notice shall be paid in DSUs in accordance with Article 7 of the Plan.

I understand that this election to terminate receipt of additional DSUs will not take effect until the first day of the calendar year following the year in which I file this termination notice with the Corporation.

I understand that the DSUs already granted under the Plan cannot be redeemed except in accordance with the Plan.

I confirm that I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.

Date:

(Name of Participant)

(Signature of Participant)

Note : An election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar year.

AI assistant

Must Capital Inc. — Proxy Solicitation & Information Statement 2023

47118_rns_2023-01-04_c6c6f272-c084-412c-ab86-626e465b7fb9.pdf

MUST CAPITAL INC.

AND

MUST CAPITAL INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD

MUST CAPITAL INC.

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

PERSONS OR COMPANIES MAKING THE SOLICITATION

APPOINTMENT AND REVOCATION OF PROXIES

ADVICE TO BENEFICIAL SHAREHOLDERS

VOTING AND EXERCISES OF DISCRETION BY PROXIES

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

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

PARTICULARS OF MATTERS TO BE ACTED ON

Presentation of the Annual Financial Statements

Election of Directors

Cease Trade Orders or Bankruptcies

Recommendation of the Board

Election of New Slate of Directors

Cease Trade Orders or Bankruptcies

Resolution to Approve the New Slate

Recommendation of the Board

Re-Appointment of Auditors

Recommendation of the Board

Approval of Equity Incentive Plan

Background

Shares Subject to the Equity Incentive Plan

Administration of the Equity Incentive Plan

Eligibility

Types of Awards

Insider Participation Limits

Non-Transferability

Dividend Equivalents

Black-out Periods

Term

Termination or Employment or Services

Amendments

Change in Control

Resolution to Approve the Equity Incentive Plan

Recommendation of the Board

Approval of Name Change

Background

Name Change Resolution

“ BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

Recommendation of the Board

Approval of Registered Office Change

Background

Office Change Resolution

“ BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

Recommendation of the Board

Other Business at the Meeting

CORPORATE GOVERNANCE DISCLOSURE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Assessments

AUDIT COMMITTEE

Audit Committee Charter

Composition of Audit Committee

Relevant Education and Experience

External Auditor Matters

Exemptions

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Objectives and Strategy

Elements of Compensation

Compensation Risk

Compensation Governance

Director and NEO Compensation, Excluding Options and Compensation Securities

Stock Options and Other Compensation Securities and Instruments

Stock Option Plans and Other Incentive Plans

Employee, Consulting and Management Agreements

The Marrandino Agreement

Must Capital Inc. Proxy Solicitation & Information Statement 2023