Ostrom Climate Solutions Inc.

==> picture [168 x 47] intentionally omitted <==

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT an annual general and special meeting (the “ Meeting ”) of the shareholders of Ostrom Climate Solutions Inc. (“ Ostrom ”) will be held on Friday, June 2, 2023 , at 11:00 a.m. (Pacific) at Suite 300, 948 Homer Street, Vancouver, British Columbia, and by telephone conference call (see below) , for the following purposes:

to receive the financial statements for the years ended December 31, 2021 and 2022, and the report of our auditor on those statements;
to set the number and elect directors;
to appoint Davidson & Company LLP as auditor of Ostrom and to authorize the directors of the Company to fix the remuneration;
to consider, and if deemed appropriate, pass, with or without variation, a special resolution approving the alteration to the Company’s Articles such that the Articles, as altered, provide for a casting vote for the chair of the meetings of the board of directors in certain circumstances, all as more particularly described in the accompanying management information circular;
to approve the proposed 2023 Option Plan (as defined in the Information Circular) to replace Ostrom’s current 10% rolling stock option plan, as more particularly described in the accompanying management information circular; and
to consider any other proper business.

Details of all matters proposed to be put before shareholders at the Meeting are set forth in the accompanying Information Circular and form of proxy and should be read in conjunction with this Notice.

In order to participate in the Meeting via teleconference, shareholders must preregister 15 minutes before the start of the Meeting at https://bit.ly/3GYyw9j. Upon registration, participants will receive an individual pin to access the meeting via teleconference, along with the dial-in instructions.

DATED at Vancouver, British Columbia, this 2[nd] day of May, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “ Phil Cull ”

Phil Cull, President and Chief Executive Officer

Your vote is important. Whether or not you plan to attend the meeting, we encourage you to complete and return the enclosed form of proxy indicating your voting instructions as soon as possible.

Please complete, date and sign your form of proxy and return it to our transfer agent, Computershare Investor Services Inc., 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1 (facsimile numbers: within North America 1-866249-7775; outside North America 1-416-263-9524) – or vote by telephone or through the Internet following the instructions on the form of proxy. To be valid, a completed form of proxy must be received by our transfer agent by no later than 11:00 a.m. (Pacific) on Wednesday, May 31, 2023, or, if the Meeting is adjourned, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned meeting.

If you are not a registered shareholder, please refer to the accompanying Management Information Circular for information on how to vote your shares.

==> picture [168 x 47] intentionally omitted <==

MANAGEMENT INFORMATION CIRCULAR

The information contained in this management information circular (the “ Circular ”), unless otherwise indicated, is as of May 2, 2023.

This Circular is being mailed by the management of Ostrom Climate Solutions Inc. (“ Ostrom ” or the “ Company ”) to everyone who was a shareholder of record of Ostrom on May 2, 2023, which is the date that has been fixed by our Board of Directors as the record date to determine shareholders who are entitled to receive notice of the Meeting.

This Circular is being mailed in connection with the solicitation of proxies by and on behalf of management for use at the annual general and special meeting (the “ Meeting ”) of the shareholders of Ostrom being held on Friday, June 2, 2023 at 11:00 a.m. (Pacific) at Suite 300, 948 Homer Street, Vancouver, British Columbia, and by telephone conference call.

The solicitation of proxies will be primarily by mail. Certain employees, officers or directors of Ostrom may also solicit proxies by telephone or in person. The cost of solicitation will be borne by Ostrom.

Under our Articles, a quorum for the transaction of business at a meeting of shareholders is two shareholders entitled to vote at the Meeting whether in person or by proxy who hold, in the aggregate, at least 5% of the issued shares entitled to be voted at the Meeting. If such a quorum is not present in person or by proxy, we will reschedule the Meeting.

PART 1 – VOTING

HOW A VOTE IS PASSED

With the exception of the special resolution to approve the alteration to Ostrom’s Articles to provide for a casting vote for the chair of the meetings of the board of directors in certain circumstances, all of the matters that will come to a vote at the meeting as described in the attached Notice of the meeting are ordinary resolutions and can be passed by a simple majority – that is, if more than half of the votes that are cast are in favour, then the resolution is approved. Approval of the proposed alteration to Ostrom’s Articles requires a special resolution – that is, in order to approve an alteration to the Company’s Articles, the resolution must be passed by a special majority of not less than two-thirds of the votes cast on the resolution by shareholders present in person or represented by proxy and entitled to vote at the Meeting.

See Part 3 – “The Business of the Meeting” for more details on the proposed resolutions to be put to shareholders at the Meeting.

WHO CAN VOTE?

If you are a registered shareholder of Ostrom on May 2, 2023, you are entitled to attend at the Meeting and cast a vote for each share registered in your name on all resolutions put before the Meeting. If the shares are registered in the name of a corporation, a duly authorized officer of the corporation may attend on its behalf, but documentation indicating such officer’s authority should be presented at the Meeting. If you are a registered shareholder but do not wish to, or cannot, attend the Meeting in person, you can appoint someone who will attend the Meeting and act as your proxyholder to vote in accordance with your instructions (see “Voting by Proxy” below). If your shares are registered in the name of a “nominee” (usually a bank, trust company, securities dealer or other financial institution) you should refer to the section entitled “Non-registered Shareholders” set out below.

It is important that your shares be represented at the Meeting regardless of the number of shares you hold. We encourage all shareholders to complete, date, sign and return your form of proxy as soon as possible so that your shares will be represented.

Please note:

Only registered shareholders, and those non-registered beneficial shareholders who appoint themselves as their proxyholder using the voting instruction form provided to them by their nominee, are entitled to attend the Meeting (either in person or by telephone conference) and vote.
Ballot voting is not available to shareholders attending the Meeting by telephone conference.

VOTING BY PROXY

If you do not come to the Meeting, you can still make your votes count by appointing someone who will be there to act as your proxyholder. You can either tell that person how you want to vote, or you can let him or her decide for you. You can do this by completing a form of proxy.

In order to be valid, you must return a completed form of proxy to our transfer agent, Computershare Investor Services Inc., by 11:00 a.m. (Pacific) on Wednesday, May 31, 2023, by mail to 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1; by facsimile: within North America 1-866-249-7775 or outside North America (416) 263-9524; or by voting by telephone or through the Internet following the instructions on the enclosed form of proxy.

What is a proxy?

A form of proxy is a document that authorizes someone to attend the Meeting and cast your votes for you. We have enclosed a form of proxy with this Circular. You should use it to appoint a proxyholder, although you can also use any other legal form of proxy.

Appointing a proxyholder

You can choose any person to be your proxyholder. It is not necessary for the person whom you choose to be a shareholder of Ostrom. To make such an appointment, simply fill in the person’s name in the blank space provided in the enclosed form of proxy. To vote your shares, your proxyholder must attend the Meeting. If you do not fill a name in the blank space in the enclosed form of proxy, the persons named in the form of proxy are appointed to act as your proxyholder. Those persons are officers of Ostrom.

Instructing your proxy

You may indicate on your form of proxy how you wish your proxyholder to vote your shares. To do this, simply mark the appropriate boxes on the form of proxy. If you do this, your proxyholder must vote your shares in accordance with the instructions you have given.

If you do not give any instructions as to how to vote on a particular issue to be decided at the Meeting, your proxyholder can vote your shares as he or she thinks fit. If you have appointed the persons designated in the form of proxy as your proxyholder they will, unless you give contrary instructions, vote your shares at the Meeting as follows:

FOR setting the number of directors at five;
FOR the election of the proposed nominees as directors;
FOR the appointment of Davidson & Company LLP as the auditor of Ostrom and to authorize the directors of the Company to fix the remuneration;
FOR the Alteration to Articles Resolution (as later defined herein) approving the alteration to Ostrom’s Articles such that the Articles, as amended, provide for a casting vote for the chair of the meetings of the board of directors in certain circumstances; and
FOR approval of Ostrom’s 2023 Option Plan (as hereinafter defined) to replace the Company’s Option Plan (as hereinafter defined) in accordance with the provisions of the TSX Venture Exchange Policy 4.4 - Security Based Compensation, as required by the policies of the TSX Venture Exchange.

For more information about these matters, see Part 3 – “The Business of the Meeting”. The enclosed form of proxy gives the persons named on it the authority to use their discretion in voting on amendments or variations to matters identified on the Notice of Meeting. At the time of printing this Circular, the management of Ostrom is not aware of any other matter to be presented for action at the Meeting. If, however, other matters do properly come before the Meeting, the persons named on the enclosed form of proxy will vote on them in accordance with their best judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters.

Changing your mind

If you want to revoke your proxy after you have delivered it, you can do so at any time before it is used. You may do this by (a) attending the Meeting and voting in person; (b) signing a proxy bearing a later date; (c) signing a written statement which indicates, clearly, that you want to revoke your proxy and delivering this signed written statement to the registered office of Ostrom at Suite 300, 948 Homer Street, Vancouver, British Columbia V6B 2W7; or (d) in any other manner permitted by law.

Your proxy will only be revoked if the Company receives a revocation by 5:00 p.m. (Pacific) on the last business day before the day of the Meeting, or any adjournment thereof, or if a revocation is delivered to the person presiding at the Meeting before it (or any adjournment thereof) commences. If you revoke your proxy and do not replace it with another proxy that is deposited with us before the deadline, you can still vote your shares, but to do so you must attend the Meeting in person.

NON-REGISTERED SHAREHOLDERS

If your shares are not registered in your own name, they are likely held in the name of a “nominee”, usually a bank, trust company, securities dealer or other financial institution. Your nominee must seek your instructions as to how to vote your shares.

Accordingly, unless you have previously informed your nominee that you do not wish to receive material relating to shareholders’ meetings, you will have received this Circular from your nominee, together with a form of proxy or voting instruction form. If that is the case, it is most important that you comply strictly with the instructions that have been given to you by your nominee on the voting instruction form . If you have voted and wish to change your voting instructions, you should contact your nominee to discuss whether this is possible and what procedures you must follow.

If your shares are not registered in your own name, Computershare Investor Services Inc., the Company’s transfer agent, will not have a record of your name and, as a result, unless your nominee has appointed you as a proxyholder, will have no knowledge of your entitlement to vote. If you wish to vote in person at the Meeting, therefore, please insert your own name in the space provided on the form of proxy or voting instruction form that you have received from your nominee. If you do this, you will be instructing your nominee to appoint you as proxyholder. Please adhere strictly to the signature and return instructions provided by your nominee. It is not necessary to complete the form in any other respect since you will be voting at the Meeting in person. Please register with the transfer agent, Computershare Investor Services Inc., upon arrival at the Meeting.

The Notice of Meeting and this Circular are being sent to both registered and non-registered owners of common shares of Ostrom. If you are a non-registered owner and we have sent these materials to you directly, your name and address and information about your holdings of common shares of the Company have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the securities on your behalf. By choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions form.

In accordance with National Instrument 54-101 – Communication With Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) of the Canadian Securities Administrators, the Company has elected to send proxy-related materials directly to non-objecting beneficial owners of its common shares. As the Company is unable to send proxy-related materials directly to the objecting beneficial owners (“ OBOs ”) of its common shares (because OBOs are beneficial shareholders who have objected to the release of security ownership details to issuers), proxy-related materials for the Meeting will be sent to OBOs indirectly through the intermediaries who hold securities on behalf of the OBOs. The intermediaries/brokers (or their service companies) are responsible for forwarding the proxy-related materials to their OBO clients. Management of the Company does not intend to pay for intermediaries to forward to their OBO clients the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary under NI 54-101 and, as such, OBOs will not receive the proxy-related materials in connection with the Meeting unless such OBO’s intermediary assumes the cost of delivery.

Ostrom has chosen not to use the notice-and-access delivery procedures provided by NI 54-101.

PART 2 - VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Ostrom has authorized voting capital of an unlimited number of common shares without nominal or par value, of which 78,235,171 common shares were issued and outstanding as at the close of business on May 2, 2023. Each shareholder is entitled to one vote for each common share registered in their name at the close of business on May 2, 2023, the date fixed by our directors as the record date for determining who is entitled to receive notice of and to vote at the Meeting.

The following table lists those persons who, as of the date of this Circular and to the knowledge of our management, beneficially own, directly or indirectly, or exercise control or direction over 10% or more of Ostrom’s issued and outstanding common shares. Information as to shares beneficially owned, directly or indirectly, or over which control or direction is exercised has been furnished by the respective person or has been extracted from insider reports filed by the person and publicly available through the Internet on the Canadian System for Electronic Disclosure by Insiders (SEDI) at www.sedi.ca.

Name	Type of ownership	Number of common shares(1)	Percentage
Forest Finance Service GmbH(2)	Direct and Indirect	16,844,301(2)	21.53%
Ledcor Infrastructure InvestmentsInc.	Direct	9,121,603	11.66%
Guy O’Loughnane(3)	Direct	8,540,923(3)	10.92%
WBZ GmbH(4)	Direct	12,368,941(4)	15.81%

(1) Information as to shares beneficially owned, directly or indirectly, or over which control or direction is exercised has been extracted from insider reports filed by the person and publicly available through the Internet on the Canadian System for Electronic Disclosure by Insiders (SEDI) at www.sedi.ca. or has been provided by the individual.

(2) Forest Finance Service GmbH owns 10.52% of Amasisa SAS (formerly Forest Finance France SAS) which owns 1,700,000 shares of the Company. This number includes 10.52% of the shareholdings of Amasisa SAS in the Company.

(3) Mr. O’Loughnane also exercises direction or control over an additional 2,698,500 shares of the Company owned by him jointly with his spouse, Petrina Ooi, a director of the Company and directly by Ms. Ooi. The shares owned by Ms. Ooi are disclosed elsewhere in this Information Circular.

(4) Alexander Zang and Eduard Weber-Bemnet, both directors of the Company, each beneficially owns 50% of WBZ GmbH. Mr. Zang owns additional shares of the Company which are disclosed elsewhere in this Information Circular.

PART 3 - THE BUSINESS OF THE MEETING

FINANCIAL STATEMENTS

The audited financial statements of Ostrom for the fiscal years ended December 31, 2022 and 2021 will be placed before you at the Meeting. These financial statements, as well as related Management’s Discussion and Analysis, will be electronically filed with regulators and available for viewing through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com, prior to the Meeting.

On April 17, 2023, Ostrom announced that it had made an application for a Management Cease Trade Order (“ MCTO ”) under National Policy 12-203 – Management Cease Trade Orders , as it had determined that it was not able to file its annual consolidated financial statements and accompanying management's discussion and analysis and related CEO and CFO certificates for the financial year ended December 31, 2022 (collectively, the “ Annual Filings ”) within the time period prescribed by securities legislation. On May 2, 2023, the British Columbia Securities Commission issued the MCTO, which will be in effect until the Annual Filings are filed in accordance with applicable securities legislation. Ostrom expects that the Annual Filings will be filed on or before June 1, 2023 and in any event, before the Meeting.

Copies of the Annual Filings will be available at the Meeting or upon request by any shareholder who wishes to receive a copy. You may contact Ostrom at Suite 300, 948 Homer Street, Vancouver, British Columbia, V6B 2W7 – telephone (604) 760-1997.

ELECTION OF DIRECTORS

Directors of Ostrom are elected for a term of one year. The term of office of each of the current directors will expire at the Meeting and each of the nominees for election as directors, if elected, will serve until the close of the next annual general meeting, unless he or she resigns or otherwise vacates office before that time.

Number of Directors

Pursuant to our Articles, the number of directors may be fixed or changed from time to time by ordinary resolution, but shall not be fewer than three, the number of directors having been previously set at nine by resolution of our shareholders. We currently have five directors who are being nominated by management and are standing for re-election at the Meeting. Our Board of Directors believes, at this stage of Ostrom’s development, that five directors is a sufficient number to efficiently carry out the duties of the Board, as well as enhance the diversity of views, skills and experience the directors bring to the Board.

Unless they are instructed otherwise, the persons designated by management in the enclosed form of proxy intend to vote FOR setting the number of directors at five.

Nominees for Election as Directors

The individuals disclosed in the following table are the nominees proposed by management for election as directors of Ostrom, their principal occupation during the last five years, together with the number of common shares beneficially owned, directly or indirectly, or over which control or direction is exercised, and the number of incentive stock options held by each nominee as of the record date for the Meeting.

Phil Cull, Guy O’Loughnane, Petrina Ooi, Eduard Weber-Bemnet and Alexander Zang are the current directors of Ostrom, each previously elected as such by shareholders, other than Ms. Ooi who was appointed by the directors effective February 2, 2023.

Each of the nominees has agreed to stand for election and we are not aware of any intention of any of them not to do so. However, if one or more of them should become unable to stand for election, it is likely that one or more other persons would be nominated at the Meeting for election and, in that event, the persons designated in the form of proxy will vote in their discretion for a substitute nominee.

Ostrom has not, as yet, adopted an advance notice policy for nominations by shareholders of director nominees, nor has it adopted a majority voting policy for election of directors at uncontested shareholder meetings at which directors are to be elected. See Part 6 – “Corporate Governance – Nomination and Election of Directors”.

Voting for election of directors of Ostrom is by individual voting and not by slate voting. You can vote your shares for the election of all of these nominees as directors of Ostrom, or you can vote for some of these nominees for election as directors and withhold your votes for others, or you can withhold all of the votes attaching to the shares you own and, thus, not vote for the election of any of these nominees.

Management of Ostrom recommends that shareholders vote FOR the election of these five nominees as directors of Ostrom for the ensuing year. Unless they are instructed otherwise, the persons designated by management in the enclosed form of proxy intend to vote FOR the election of these five nominees as directors of Ostrom for the ensuing year.

Nominee for election	Director since	Common shares(1)	Common shares underlying options	Warrants
Phil Cull British Columbia, Canada Director, President and Chief Executive Officer Member of the Audit Committee	July 19, 2017	Nil	Nil	Nil
Principal Occupation: Chief Executive Officer of the Company since February 1, 2017. Chief Financial Officer of the Company from December 1, 2015 to August 31, 2017
Guy O’Loughnane British Columbia, Canada Director Member of the Audit Committee	April 22, 2019	8,540,923(2)	1,200,000	5,076,923
Principal Occupation: Self-employed / private investor since 2009
Petrina Ooi British Columbia, Canada Director	February 2, 2023	2,681,500(3)	Nil	Nil
Principal Occupation: Private investor
Eduard Weber-Bemnet Frankfurt, Germany Director	March 25, 2015	6,184,470(4)	Nil	Nil
Principal Occupation: Co-CEO of BCC Business Communications Consulting GmbH since 2003
Alexander Zang Frankfurt, Germany Director Member of the Audit Committee	June 13, 2012	7,316,394(5)	Nil	1,076,923
Principal Occupation: Co-CEO of BCC Business Communications Consulting GmbH since 2003

(2) Mr. O’Loughnane also exercises direction or control over an additional 2,698,500 shares of the Company owned directly by, and jointly with, his spouse, Petrina Ooi, a director of the Company.

(3) Mr. O’Loughnane is the spouse of Ms. Ooi and exercises direction or control over these shares.

(4) Mr. Weber-Bemnet and Mr. Zang each beneficially own 50% of WBZ GmbH. Mr. Weber-Bemnet does not hold any shares of the Company directly, however, he holds a 50% interest in WBZ GmbH which holds 12,368,941 shares of the Company.

(5) Mr. Zang and Mr. Weber-Bemnet each beneficially own 50% of WBZ GmbH. Mr. Zang owns 1,131,923 shares of the Company directly, which are aggregated with 50% of the 12,368,941 shares of the Company held by WBZ GmbH.

For particulars of the various Committee mandates and responsibilities, see Part 6 – Corporate Governance – Board Committees and Part 7 – Audit Committee.

APPOINTMENT OF THE AUDITOR

At the Meeting, shareholders will be asked to reappoint Davidson & Company LLP as auditor of Ostrom to hold office until the next annual general meeting of our shareholders or until a successor is appointed and to authorize the directors of the Company to fix the remuneration.

See Part 7 – “Audit Committee – External Auditor Service Fees”.

We recommend that shareholders vote in favor of the appointment of Davidson & Company LLP as our auditor for the ensuing year. Unless they are instructed otherwise, the persons designated by management in the enclosed form of proxy intend to vote FOR the appointment of Davidson & Company LLP as auditor of Ostrom until the close of our next annual general meeting, at a remuneration to be fixed by the Board.

ALTERATION TO ARTICLES – CHAIRPERSON’S CASTING VOTE

At the meeting, shareholders will be asked to consider and, if deemed appropriate, to pass a special resolution altering Ostrom’s Articles to provide for a casting vote for the chair of the meetings of the board of directors in certain circumstances (the “ Casting Vote ”).

The purpose of the Casting Vote is to provide the directors and management of Ostrom with a clear framework for approval of matters where there is a tie vote on any matter requiring a vote by the directors at meetings of the board of directors.

It is proposed that Ostrom’s Articles be altered by deleting Article 18.2 and replacing it in its entirety with the following:

“ 18.2 Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting has a casting vote.”.

Shareholder Approval

Pursuant to the provisions of the Business Corporations Act (British Columbia), the proposed alteration to Ostrom’s Articles must be approved by Ostrom’s shareholders by special resolution (the “ Alteration to Articles Resolution ”), which means that the Alteration to Articles Resolution must be passed by a special majority of at least two-thirds of the votes cast by shareholders on the resolution at the Meeting. The full text of the Alteration to Articles Resolution, as proposed, is as follows:

“RESOLVED, AS A SPECIAL RESOLUTION, THAT, subject to and effective on approval by the TSX Venture Exchange:

(1) the Articles of the Company be altered by deleting Article 18.2 and replacing it in entirety with the following:

“ 18.2 Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting has a casting vote.”

(2) the directors of the Company are authorized, in their discretion, by resolution, to abandon the amendment to Article 18.2 of the Company’s Articles; and
(3) any one director or officer of the Company is authorized and directed to do, sign and execute all things, deeds and documents necessary or desirable to carry out the foregoing.”

TSX Venture Exchange Approval

Notwithstanding the Alteration to Articles Resolution is passed by Ostrom’s shareholders, in accordance with the policies of the TSX Venture Exchange, alteration of Ostrom’s Articles requires prior approval by the TSX Venture Exchange, which Ostrom’s management proposes to seek following receipt of shareholder approval at the Meeting.

Recommendation

We recommend that shareholders vote in favour of the Alteration to Articles Resolution. Unless you give other instructions, the persons designated by management in the enclosed form of proxy intend to vote FOR the Alteration to Articles Resolution.

APPROVAL OF THE 2023 STOCK OPTION INCENTIVE PLAN

The Company’s existing stock option plan (the “ Option Plan ”) was last approved by the shareholders of the Company at the last annual general meeting held on September 2, 2021. The Option Plan is a “rolling” plan, as the aggregate number of common shares reserved for issuance upon the exercise of options granted pursuant to the Option Plan, together with any common shares issuable under any other equity-based compensation arrangement of the Company, is such number of common shares as is equal to 10% of the total number of common shares issued and outstanding from time to time. The maximum number of common shares (the “Option Plan Maximum Number”) which may be issuable pursuant to options granted under the Option Plan shall be the lesser of: (i) that number equal to 10% of the Company's issued share capital from time to time; or (ii) 1,585,535 common shares of Ostrom including any stock options then outstanding.

On November 24, 2021, the TSX Venture Exchange (the “ Exchange ”), adopted a new policy 4.4 governing security based compensation (the “ New Policy 4.4 ”). The changes to the policy relate to, among other things, the expansion of the policy to cover a number of types of security based compensation in addition to stock options.

As a result, the Board of Directors determined it to be in the best interests of the Company to proceed with the approval of a new stock option plan on April 14, 2023 (the “ 2023 Option Plan ”), subject to ratification by the shareholders of the Company, to replace the current Option Plan. Subject to the approval of the 2023 Option Plan by Shareholders and the TSXV, all current outstanding options granted under an Option Plan will remain outstanding and will be governed by, and in accordance with, the 2023 Option Plan.

The 2023 Option Plan incorporates the provisions of the New Policy 4.4. These include allowing option holders to exercise options on a “cashless exercise” or “net exercise” basis, as now expressly permitted by the New Policy 4.4.

A cashless exercise mechanism is a method of exercising stock options whereby the company has an arrangement with a brokerage firm pursuant to which the brokerage firm:

(i) agrees to loan money to an eligible person to purchase the option shares underlying the options to be exercised by the eligible person;

(ii) then sells a sufficient number of option shares to cover the exercise price of the options in order to repay the loan made to the eligible person; and
(iii) receives an equivalent number of option shares from the exercise of the options and the eligible person receives the balance of option shares pursuant to such exercise, or the cash proceeds from the sale of the balance of such option shares (or in such other portion of option shares and cash as the broker and eligible person may otherwise agree).

A net exercise mechanism is a method whereby stock options, excluding stock options held by any investor relations service provider, are exercised without the eligible person making any cash payment so the company does not receive any cash from the exercise of the subject options, and instead the eligible person receives only the number of underlying option shares that is the equal to the quotient obtained by dividing:

(i) the product of the number of options being exercised multiplied by the difference between the volume weighted average price (“ VWAP ”) of the underlying option shares and the exercise price of the subject options; by
(ii) the VWAP of the underlying option shares.

Under the New Policy 4.4, the VWAP is calculated using the 5-day volume weighted average trading price of an issuer’s common shares prior to an option exercise.

As of the date of this Circular, Ostrom has an aggregate 78,235,171 common shares outstanding, 10% of which provides for a reserve of 7,823,517 common shares of Ostrom for issuance pursuant to Options to be granted under the 2023 Option Plan.

The following table summarizes Options that have been granted by the Board of Directors to officers, directors and consultants of Ostrom, which are outstanding as of the date of this Circular and entitle the purchase of an aggregate 1,200,000 common shares in the capital of Ostrom:

Date of Grant July 15, 2021	Common shares underlying Options 1,200,000	Exercise price per share $0.10	Expiry Date
			July 15, 2026

As of the date of this Circular, Options entitling the purchase of a further 6,623,517 common shares remain available for grant under the 2023 Option Plan.

See also Part 4 – Executive Compensation and Part 5 – Securities Authorized for Issuance Under Equity Compensation Plans.

A copy of the 2023 Option Plan is attached to this Information Circular as Schedule “B”, and is also available for viewing by shareholders at the Company’s registered and corporate office located at 948 Homer Street, Suite 300, Vancouver, British Columbia, V6B 2W7, during normal business hours prior to the Meeting or any adjournment thereof. A copy of the 2023 Option Plan will also be available at the Meeting.

Shareholders will be asked at the Meeting to consider and, if thought advisable, pass an ordinary resolution approving the 2023 Option Plan, to supersede and replace the Option Plan.

Summary of the 2023 Option Plan

The following is a summary of the principal terms of the 2023 Option Plan, which is qualified in its entirety by reference to the text of the 2023 Option Plan. All capitalized terms used herein and not defined shall have the meanings ascribed to them in the 2023 Option Plan.

Subject to adjustments as provided for under the 2023 Option Plan, the aggregate number of Ostrom common shares reserved for issuance under the 2023 Option Plan, and the number of Ostrom common shares reserved for issuance under any other share compensation arrangement granted or made available by Ostrom from time to time, may not exceed 10% of the outstanding Ostrom common shares at the time of grant. The 2023 Option Plan must be approved and ratified by shareholders and submitted to the Exchange for approval on an annual basis.

The 2023 Option Plan is administered by the Board of Directors of Ostrom and provides for grants of Options to directors, officers and employees of, and consultants to, Ostrom (hereinafter referred to as “ Optionees ” or “ Eligible Persons ”) at the discretion of the Board.

The term of any Options granted under the 2023 Option Plan will be fixed by the Board of Directors and may not exceed ten years. The exercise price of Options granted under the 2023 Option Plan will be determined by the Board of Directors, but the exercise price must not be less than the Fair Market Value (as such term is defined in the 2023 Option Plan) of the Option Shares on the date of grant of the Option. As the common shares of Ostrom are listed on the Exchange, the Fair Market Value is the lowest price permitted by the Exchange.

Any options granted pursuant to the 2023 Option Plan will terminate at the end of the period of time (to be determined in each instance by the Board of Directors at the time of grant), such period of time to not be in excess of 12 months after the Optionee ceases to act as a director, officer or employee of, or consultant to, Ostrom or any of its affiliates, unless such cessation is on account of death, disability or termination of employment with cause; and if no such period of time is determined by the Board of Directors at the time of the grant, the 30[th] day after the Optionee ceases to be an “eligible person” pursuant to the terms of the 2023 Option Plan for any reason other than death, disability or cause. If such cessation is on account of disability or death, the options terminate on the first anniversary of such cessation, and if it is on account of termination of employment with cause, the options terminate immediately.

Options granted to a person who is engaged in investor relations activities for Ostrom terminate on the 30th day after the person ceases to be employed to provide investor relations activities. The 2023 Option Plan also provides for adjustments to outstanding Options in the event of any consolidation, subdivision, conversion or exchange of the common shares of Ostrom. Our directors may, at their discretion at the time of any grant, impose a schedule over which period of time the Options will vest and become exercisable by the optionee.

In addition, for as long as the common shares of the Company are listed on the Exchange, the Company shall comply with the following requirements:

(i) Options to acquire more than 2% of the issued and outstanding common shares of the Company may not be granted to any one consultant in any 12 month period;
(ii) Options to acquire more than an aggregate of 2% of the issued and outstanding Common Shares of the Company may not be granted to all Investor Relations Service Providers in aggregate in any 12 month period;

(iii) Options issued to Eligible Persons (as defined in the 2023 Option Plan) performing Investor Relations Activities must vest in stages over 12 months with no more than one-quarter of the Options vesting in any three month period;
(iv) the approval of the Disinterested Shareholders of the Company shall be obtained:
A. where the aggregate number of common shares that are issuable under Options granted to Insiders (as defined in the 2023 Option Plan), as a group, together with any equity compensation awarded pursuant to all other share compensation arrangements, exceeds 10% of the Company’s outstanding common shares;
B. where the number of common shares that are issuable to Insiders, as a group, within any 12-month period, together with any equity compensation awarded pursuant to all other share compensation arrangements, exceeds 10% of the Company’s outstanding common shares, calculated at the date of grant of the Options;
C. for Options granted to any one individual in any 12 month period to acquire more than 5% of the issued and outstanding common shares of the Company, calculated as at the date of the grant of the Options;
D. for any amendment to or reduction in the exercise price of the Option, any amendment that would have the effect of decreasing the exercise price of the Option or the extension to the term of an outstanding Option, if the Optionee is an Insider of the Company at the time of the amendment; and
E. for the 2023 Option Plan if the 2023 Option Plan, together with all of the Company’s previously established and outstanding stock option plans or grants, could result at any time in the grant to Insiders of the Company, within a 12-month period, of a number of common shares issuable on the exercise of Options exceeding 10% of the Company’s issued common shares;
F. for any individual Option grant or issue that would result in any of the limits set forth in sections 7(f)(iv)(A), (B) or (C) of the 2023 Option Plan being exceeded if the Company’s Option Plan does not permit these limits to be exceeded;
G. any amendment to an Option that results in a benefit to an Insider, and for further clarity, if the Company cancels any Option and within one year grants or issues new Options to the same person, that is considered an amendment.

Disinterested Shareholder Approval excludes the votes attached to shares held by persons with an interest in the subject matter of the resolution, in accordance with the policies of the Exchange

Options granted pursuant to the 2023 Option Plan shall be exercisable at such times and on the occurrence of such events, and be subject to such restrictions and conditions, as the Board shall in each instance approve and the full purchase price for each of the Option Shares shall be paid by certified cheque in favour of the Company upon exercise thereof. Without limiting the foregoing, the Board may, in its sole discretion, permit the exercise of an Option through either:

(i) a cashless exercise (a “ Cashless Exercise ”) mechanism, whereby the Company has an arrangement with a brokerage firm pursuant to which the brokerage firm:
a. agrees to loan money to an Eligible Person to purchase the Option Shares underlying the Options to be exercised by the Eligible Person;

b. then sells a sufficient number of Option Shares to cover the exercise price of the Options in order to repay the loan made to the Eligible Person; and
c. receives an equivalent number of Option Shares from the exercise of the Options and the Eligible Person receives the balance of Option Shares pursuant to such exercise, or the cash proceeds from the sale of the balance of such Option Shares (or in such other portion of Option Shares and cash as the broker and Eligible Person may otherwise agree);

and

(ii) a net exercise (a “ Net Exercise ”) mechanism, whereby Options, excluding Options held by any Investor Relations Service Provider, are exercised without the Eligible Person making any cash payment so the Company does not receive any cash from the exercise of the subject Options, and instead the Eligible Person receives only the number of underlying Option Shares that is the equal to the quotient obtained by dividing:
a. the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Option Shares and the exercise price of the subject Options; by
b. the VWAP of the underlying Option Shares.

For greater certainty, Options granted to a person engaged in Investor Relations Activities may not be exercised using by way of Net Exercise.

An Optionee shall have none of the rights of a shareholder in respect of the Option Shares until the shares are issued to such Optionee.

Subject to the approval of any stock exchange on which the securities of Ostrom are then listed, the Board of Directors may terminate, suspend or amend the terms of the 2023 Option Plan, provided that the Board of Directors may not do any of the following without obtaining, within 12 months either before or after the adoption by the Board of Directors of a resolution authorizing such action, shareholder approval, and, where required, disinterested shareholder approval as contemplated by the policies of the Exchange, or by the written consent of the holders of a majority of the securities of Ostrom entitled to vote:

(i) increase the aggregate number of common shares of Ostrom that may be issued under the 2023 Option Plan;
(ii) materially modify the requirements as to the eligibility for participation in the 2023 Option Plan that would have the potential of broadening or increasing insider participation;
(iii) add any form of financial assistance or any amendment to a financial assistance provision that is more favourable to participants under the 2023 Option Plan;
(iv) add a cashless exercise feature, payable in cash or securities, which does not provide for a full deduction of the number of underlying securities from the 2023 Option Plan reserve; and
(v) materially increase the benefits accruing to participants under the 2023 Option Plan.

Shareholder approval for the implementation or amendment of the 2023 Option Plan, or the grant, issuance or amendment of an Option, as required under the policies of the Exchange, can be given at a meeting of the shareholders after the implementation or amendment of the 2023 Option Plan or the grant, issuance or amendment of the Option, provided that:

in the case of an amendment to the 2023 Option Plan, no right under any Option that is granted or issued under the amended Option Plan may be exercised; and
(ii) in the case of the grant, issuance or amendment of an Option, no right under any such Option may be exercised, before the meeting and that all relevant information concerning the approvals sought has been fully disclosed to the shareholders prior to the meeting. Any such shareholder approval must be obtained no later than the earlier of the Company’s next annual meeting of its shareholders and 12 months from the amendment of the 2023 Option Plan or the grant, issuance or amendment of the Option, as the case may be.

If the requisite shareholder approval is not obtained: (1) in the case of an amendment to the 2023 Option Plan, the amendments to the 2023 Option Plan will terminate (the Company will revert to its previously existing Option Plan) and any Option that was granted or issued under the amendments to the 2023 Option Plan that could not have been granted under the previously existing Option Plan will terminate; (2) in the case of a grant or issuance of Options, the granted or issued Options will terminate; and (3) in the case of an amendment of an Option, the amendment will be of no force or effect.

However, the Board of Directors may amend the terms of the 2023 Option Plan to comply with the requirements of any applicable regulatory authority without obtaining shareholder approval, including:

(i) amendments to the 2023 Option Plan of a housekeeping nature; and
(ii) a change to the vesting provisions of a security or the 2023 Option Plan (no acceleration of vesting requirements applicable to Options granted to a person engaged in Investor Relations Activities may be made or implemented, without the prior written approval of the Exchange).

Notwithstanding the date of expiration of the term of an Option determined in accordance with the 2023 Option Plan, the date of expiration of the term of an Option will be adjusted, without being subject to Board discretion and without shareholder approval, to take into account any Blackout Period (as defined in the 2023 Option Plan) imposed on the Optionee by the Company subject to the following requirements:

(i) The Blackout Period must be formally imposed by the Company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information (as defined in the 2023 Option Plan). For greater certainty, in the absence of the Company formally imposing a Blackout Period, the expiry date of any Option will not be automatically extended.
The Blackout Period must expire following the general disclosure of the undisclosed Material Information. The expiry date of the affected Option can be extended to no later than 10 business days after the expiry of the Blackout Period.
The automatic extension of an Optionee’s Option will not be permitted where the Optionee or the Company is subject to a cease trade order (or similar order under applicable securities laws) in respect of the Company’s securities.
The automatic extension is available to all Eligible Persons and for all Options under the 2023 Option Plan under the same terms and conditions.

We believe the 2023 Option Plan enables us to better align the interests of our directors and officers with those of our shareholders and reduces the cash compensation Ostrom would otherwise have to pay. Management of Ostrom recommends that shareholders vote in favour of the resolution to approve the 2023 Option Plan. Unless they are instructed otherwise, the persons designated by management in the enclosed form of proxy intend to vote FOR the resolution to approve the 2023 Option Plan.

PART 4 – EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The purpose of this Compensation Discussion and Analysis is to provide information about Ostrom and its executive compensation objectives and processes and to discuss compensation decisions relating to Ostrom’s named executive officers (“Named Executive Officers” or “NEO”) as listed in the Summary Compensation Table that follows. During our fiscal year ended December 31, 2022, the following individuals were Ostrom’s Named Executive Officers (as determined by applicable securities legislation):

Phil Cull, CEO (CEO since April 5, 2018);
Rosita Morandin, Chief Financial Officer (since September 1, 2017 and was on maternity leave from March 14, 2018 until March 24, 2019). She resumed her role as CFO effective May 1, 2019 until August 3, 2022 (and was on leave from August 4, 2022 until April 3, 2023); and
Slavica Leporis, Interim Chief Financial Officer (from August 4, 2022 until January 10, 2023).

Ostrom’s primary business is climate risk management, both physical and transition for corporations, environmental commodity developments (specifically carbon offset projects but also more broadly) and climate change mitigation activities. The Company has 4 divisions – Carbon Management and Innovation, Domestic Land Use, International Land Use and a Retail Offset Sales business delivered as the Offsetters Community. As Ostrom has no significant revenues from operations, Ostrom operates with limited financial resources and controls costs to ensure to ensure that funds are available to conduct its business operations. As a result, our Board of Directors has to consider not only the financial situation of Ostrom at the time of determination of executive compensation, but also the estimated financial situation of Ostrom in the midand long-term. An important element of executive compensation is that of incentive stock options, which do not require cash disbursement by Ostrom.

Additional information about Ostrom and its operations is available in our audited financial statements and Management’s Discussion & Analysis for the year ended December 31, 2022, which have been electronically filed with regulators and are available for viewing under Ostrom’s Issuer Profile at the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

Compensation Objectives and Principles

The primary goal of our executive compensation process is to attract and retain the key executives necessary for our long term success, to encourage executives to further the development of Ostrom and our operations, and to motivate qualified and experienced executives. The key elements of executive compensation awarded by Ostrom are: (i) base salary; (ii) potential annual incentive award; and (iii) incentive stock options. Our directors are of the view that all of these elements should be considered when determining executive compensation, rather than any single element.

Compensation Process

Ostrom’s Board of Directors, as a whole, is responsible for determining all forms of compensation, including long-term incentives in the form of stock options to be granted to our Named Executive Officers, as well as to our directors, and for reviewing the recommendations respecting compensation for any other officers of Ostrom from time to time, to ensure such arrangements reflect the responsibilities and risks associated with each position. When determining compensation, the Board of Directors considers: (i) recruiting and retaining executives critical to Ostrom’s success and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and our shareholders; and (iv) rewarding performance, both on an individual basis and with respect to our operations in general.

Base Salary and/or Consulting Fees

Ostrom’s executive compensation program is currently comprised of two primary elements: a base fee or salary for certain persons, which constitutes short-term compensation, and long-term incentive compensation comprised of the grant of options. The Board reviews both components in assessing the compensation of individual executive officers.

Base fees or salaries are intended to provide current compensation and a short-term incentive for executive officers to meet Ostrom’s goals, as well as to remain competitive within the industry. Base fees or salaries are compensation for job responsibilities and reflect the level of skills, expertise and capabilities demonstrated by the executive officers.

Stock options are an important part of Ostrom’s long-term incentive strategy for its employees, directors, consultants and officers, permitting them to participate in any appreciation of the market value of Ostrom’s shares over a stated period of time, and are intended to reinforce commitment to long-term growth and shareholder value. Stock option grants reward overall corporate performance, as measured through the price of Ostrom’s shares and enable persons to acquire and maintain a significant ownership position in the Company. See “Incentive Plan Awards – Outstanding Option-Based Awards and Share-Based Awards” below.

The Company has not retained a compensation consultant or advisor to assist the Board in determining compensation for any of the Company’s directors or officers.

Option Based Awards

Options to purchase common shares of Ostrom are intended to align the interests of our directors and executive officers with those of our shareholders, to provide a long term incentive that rewards these individuals for their contribution to the creation of shareholder value, and to reduce the cash compensation Ostrom would otherwise have to pay. Ostrom’s Stock Option Plan is administered by our Board of Directors. In establishing the number of the incentive stock options to be granted to our Named Executive Officers, our Board of Directors considers the level of effort, time, responsibility, ability, experience and level of commitment of the executive officer in determining the level of incentive stock option compensation. Further, the Board of Directors also takes into account previous grants of options, the overall number of options that are outstanding relative to the number of outstanding common shares and the amount and term of any such grants.

See “Incentive Plan Awards – Outstanding Option-Based Awards and Share-Based Awards” below.

Benefits and Perquisites

Ostrom does not, as of the date of this Circular, offer any benefits or perquisites to its Named Executive Officers other than entitlement to incentive stock options as otherwise disclosed and discussed herein.

Risks Associated with Ostrom’s Compensation Practices

Ostrom’s Board of Directors has not considered the implications of any risks to Ostrom associated with decisions regarding compensation of Ostrom’s executive officers.

Hedging by Named Executive Officers or Directors

Ostrom has not, as yet, adopted a policy restricting its executive officers and directors from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted or awarded as compensation or held, directly or indirectly, by executive officers or directors. As of the date of this Circular, entitlement to grants of incentive stock options under Ostrom’s Option Plan is the only equity security element awarded by Ostrom to its executive officers and directors.

Summary Compensation Table

The following table provides a summary of the compensation earned by, paid to, or accrued and payable to each Named Executive Officer during Ostrom’s fiscal years ended December 31, 2022, 2021 and 2020.

For the Black-Scholes option pricing model assumptions and estimates used for calculation of the grant date fair value of incentive stock options granted by Ostrom, see the Notes to Ostrom’s audited financial statements for the respective year, which are available for viewing on SEDAR at www.sedar.com.

Name and principalposition Phil Cull(2) Chief Executive Officer Rosita Morandin(4) Chief Financial Officer Slavica Leporis Interim Chief Financial Officer(6))	Fiscal Year ended Dec 31 2022 2021 2020 2022 2021 2020 2022 2021 2020	Salary/ Fee ($) 175,880 154,881 154,177 104,489 105,296 104,184 40,812 N/A N/A	Share- based awards ($) Nil Nil Nil Nil Nil Nil Nil N/A N/A	Option- based awards ($)(1) Nil Nil Nil Nil Nil Nil Nil N/A N/A	Non-equity incentive plan compensation ($) Annual incentive plans Long- term incentive plans Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil N/A N/A Nil N/A N/A	Pension value ($) 1,742 1,130 Nil 1,234 767 Nil 446 N/A N/A	All other compensation ($) Nil 1,922(3)(5) Nil Nil 1,386(3)(5) 1,054(3)(5) 200 N/A N/A	Total Compensation ($)
					Annual incentive plans Nil Nil Nil Nil Nil Nil Nil N/A N/A
								177,622 157,933 154,177 105,723 107,449 105,238 41,458 N/A N/A

(1) The Company uses the Black-Scholes option pricing model for determining fair value of stock options issued at grant date. The BlackScholes option valuation is determined using the expected life of the stock option, expected volatility of the Share price, expected dividend yield, and risk-free interest rate.

(2) Mr. Cull was appointed CEO on April 5, 2018.

(3) Amount represents employee paid fringe benefits (fitness benefits).

(4) Ms. Morandin was appointed CFO on September 1, 2017 and was on maternity leave from March 14, 2018 until March 24, 2019. She resumed her role as CFO effective May 1, 2019 and went on leave on August 3, 2022

(5) Amounts include bonuses.

(6) Ms. Leporis was appointed Interim CFO on August 4, 2022.

Incentive Plan Awards

Outstanding Option-Based Awards

Ostrom did not grant any incentive stock options or award any other form of equity or share-based compensation to its Named Executive Officers during the fiscal year ended December 31, 2022. No stock options have been granted by Ostrom since 2021.

As of the fiscal year ended December 31, 2022, there were no incentive stock options or any other form of equity or share-based awards held by Ostrom’s Named Executive Officers outstanding. See also Part 5 – Securities Authorized for Issuance Under Equity Compensation Plans.

Value Vested or Earned During the Year

As there were no incentive stock options or any other form of equity or share-based awards, granted in prior years to its Named Executive Officers, outstanding as of the fiscal year ended December 31, 2022, and as no options or any other form of equity or share-based awards were granted or awarded by Ostrom during the fiscal year ended December 31, 2022, no value vested in favour of our Named Executive Officers during the fiscal year ended December 31, 2022, as a result of vesting or exercise. See also Part 5 – Securities Authorized for Issuance Under Equity Compensation Plans.

Termination of Employment, Changes in Responsibility and Employment Contracts

As of the date of this Circular, Ostrom is not a party to any contract, agreement, plan or arrangement with its Named Executive Officers that provide for payments to Named Executive Officers at, following, or in connection with any termination (whether voluntary, involuntary or constructive), resignation or retirement, or as a result of a change in control of Ostrom or a change in a Named Executive Officer’s responsibilities.

Director Compensation

Ostrom does not pay its directors a cash fee for acting as such. They are, however, entitled to be reimbursed for reasonable expenditures incurred in performing their duties as directors. Ostrom may, from time to time, grant options to purchase common shares to its directors, and invoke varying compensation bonuses for special situations.

The following table sets forth information concerning the compensation in respect of the directors of the Company, other than the Named Executive Officers who may also serve as directors, during the financial year ended December 31, 2022. For details of the compensation for Phil Cull, see the disclosure above in the “Summary Compensation Table”.

Name of Director Harry Assenmacher(1) Gary Bull(2) Guy O’Loughnane Eduard Weber- Bemnet Alexander Zang	Fiscal Year ended Dec 31 2022 2022 2022 2022 2022	Director Fees earned ($) Nil Nil Nil Nil Nil	Share- based awards ($) Nil Nil Nil Nil Nil	Option- based awards ($) Nil Nil Nil Nil Nil	Non-equity incentive plan compensatio n ($) Nil Nil Nil Nil Nil	Pension value ($) Nil Nil Nil Nil Nil	All other compensati on ($) Nil Nil Nil Nil Nil	Total ($)
								Nil Nil Nil Nil Nil

(1) Harry Assenmacher ceased to be a director of Ostrom effective April 1, 2023.

(1) Gary Bull ceased to be a director of Ostrom effective February 2, 2023.

Shares Issued in Settlement of Debt

During the fiscal year ended December 31, 2022, Ostrom issued an aggregate of 1,099,032 common shares at a deemed per share price of $0.075 to WBZ GmbH in settlement of an aggregate of $82,427.40 of debt in connection with the interest payable on a debenture issued by the Company’s wholly owned subsidiary, NatureBank Technology Inc. dated July 27, 2015, which interest payment was required to be satisfied by the issuance of shares of Ostrom. Alexander Zang and Eduard Weber-Bemnet, both directors of the Company, each beneficially own 50% of WBZ GmbH.

Outstanding Option-Based Awards

The following table sets out details of option-based awards granted to non-executive directors by Ostrom that were outstanding at the fiscal year ended December 31, 2022.

Name Harry Assenmacher(2) Gary Bull(3) Guy O’Loughnane Eduard Weber- Bemnet Alexander Zang	Option-based Awards outstanding at December 31, 2022 Number of common shares underlying unexercised options (#) Option exercise price per common share ($) Option expiry date Value of unexercised in-the- money options(1) ($) Nil Nil Nil Nil Nil Nil Nil Nil 1,200,000 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil	Option-based Awards outstanding at December 31, 2022 Number of common shares underlying unexercised options (#) Option exercise price per common share ($) Option expiry date Value of unexercised in-the- money options(1) ($) Nil Nil Nil Nil Nil Nil Nil Nil 1,200,000 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil	Option-based Awards outstanding at December 31, 2022 Number of common shares underlying unexercised options (#) Option exercise price per common share ($) Option expiry date Value of unexercised in-the- money options(1) ($) Nil Nil Nil Nil Nil Nil Nil Nil 1,200,000 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil	Share-based Awards outstanding at December 31, 2022	Share-based Awards outstanding at December 31, 2022	Share-based Awards outstanding at December 31, 2022
	Number of common shares underlying unexercised options (#) Nil Nil 1,200,000 Nil Nil	Option exercise price per common share ($) Nil Nil Nil Nil Nil	Option expiry date Nil Nil Nil Nil Nil	Number of shares or units of shares that have not vested (#) Nil Nil Nil Nil Nil	Market or payout value of share- based awards that have not vested ($) Nil Nil Nil Nil Nil	Market or payout value of vested share-based awards not paid out or distributed ($)
						Nil Nil Nil Nil Nil

(1) The value of unexercised “in-the-money options” at the financial year-end is the difference between the option exercise price and the market value of the underlying common shares on the TSX Venture Exchange on December 31, 2022. The closing price of the common shares on December 31, 2022 was $0.055.

(2) Harry Assenmacher ceased to be a director of Ostrom effective April 1, 2023.

(3) Gary Bull ceased to be a director of Ostrom effective February 2, 2023.

Incentive Plan Awards – Value Vested or Earned During the Year

The value of options vested is represented by the aggregate dollar value that would have been realized if options had been exercised on the vesting date – that is, the difference between the market price of the underlying shares and the option exercise price on the vesting date. The value of options exercised is the difference between the option exercise price and the market price of the underlying security on the date of exercise.

Options granted by Ostrom to its directors are typically fully vested and exercisable on the date of grant and, as such:

unless the option exercise price is less than the market price of the underlying shares on the date of grant, there is no value earned by the directors during the fiscal year in which the options are granted; and
there is no value earned by the directors during a subsequent fiscal year as options granted during a prior fiscal year would have fully vested during the year of grant.

The following table summarizes the value to Ostrom’s directors of equity and non-equity incentive plan compensation during Ostrom’s fiscal year ended December 31, 2022.

Name Harry Assenmacher(1) Gary Bull(2) Guy O’Loughnane Eduard Weber-Bemnet Alexander Zang	Option-based awards – Value vested during the year end December 31, 2022 ($) Nil Nil Nil Nil Nil	Share-based awards - Value vested during the year ended December 31, 2022 ($) Nil Nil Nil Nil Nil	Non-equity incentive plan compensation – Value earned during the year ended December 31, 2022 ($)
			Nil Nil Nil Nil Nil

(1) Harry Assenmacher ceased to be a director of Ostrom effective April 1, 2023.

(2) Gary Bull ceased to be a director of Ostrom effective February 2, 2023.

As no options were exercised by Ostrom’s directors during the fiscal year ended December 31, 2022, no value was earned during the year ended December 31, 2022, by the directors as a result of exercise of stock options.

PART 5 – SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following information is as of December 31, 2022, Ostrom’s most recently completed financial year.

Plan Category(1)	Number of securities(1) 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(1) remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	1,200,000	$0.10	385,535
Equity compensation plans not approved by securityholders	N/A	N/A	N/A

(1) Underlying securities are common shares in the capital of Ostrom. The Option Plan is a 10% rolling stock option incentive plan and was approved by the Ostrom shareholders at the annual general meeting held on September 2, 2021. Assuming the 2023 Option Plan is approved at the Meeting, all current outstanding options granted under the Option Plan will remain outstanding and will be governed by, and in accordance with, the 2023 Option Plan. See Part 3 – “The Business of the Meeting –Approval of the 2023 Stock Option Incentive Plan.”

At the Meeting, shareholders will be asked to consider and, if thought advisable, pass an ordinary resolution approving the 2023 Option Plan, to supersede and replace the Option Plan. See “Part 3 – Business of the Meeting – Approval of the 2023 Stock Option Incentive Plan”, for a summary of the primary terms of the 2023 Option Plan.

PART 6 – CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Board of Directors, the members of which are elected by and are accountable to shareholders and takes into account the role of the individual members of management who are appointed by the Board of Directors and who are charged with the day-to-day management of Ostrom. The Board of Directors of Ostrom is committed to sound corporate governance practices, which are in the interest of its shareholders and contribute to effective and efficient decision making. The following is a summary of Ostrom’s approach to corporate governance.

Composition of the Board of Directors

The Ostrom Board currently consists of five directors, none of whom are considered to be independent of management having applied the guidelines contained in applicable securities legislation. Phil Cull, Ostrom’s President and Chief Executive Officer, is not independent of management. The other members of the Ostrom Board are not independent of management as they are “affiliates” of Ostrom within the meaning of National Instrument 52-110 (“ NI 52-110 ”).

Ostrom’s operations are conducted by a small management team, which is also represented on the Ostrom Board. Management is expected to be effectively supervised by the independent directors on an informal basis as the independent directors are expected to be actively and regularly involved in reviewing and supervising the operations of Ostrom and have regular and full access to management. Further supervision will be performed through the Audit Committee, which is composed of a majority of independent directors, who will meet with Ostrom’s auditor without management being in attendance.

The independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance – however, in-camera sessions may be convened by the independent directors following Board meetings or otherwise if determined to be necessary.

Directorships in other Public Companies

None of the directors of Ostrom are directors of other public companies.

Orientation and Continuing Education of Directors

As of the date of this Circular, Ostrom does not have formal orientation and training programs, but expects to provide new Board members with (i) access to recent, publicly filed documents of Ostrom, technical reports and Ostrom’s internal financial information; (ii) access to management and technical experts and consultants; and (iii) a summary of significant corporate and securities responsibilities.

Directors are encouraged to communicate with management, auditors and technical consultants; to keep themselves current with industry trends and developments and changes in legislation; and to attend related industry seminars and visit Ostrom’s operations. Board members have full access to Ostrom’s records.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by Ostrom’s governing corporate legislation and common law, as well as the restrictions placed by applicable corporate legislation on the individual director’s participation in decisions of the Board in which the director has an interest, are sufficient to ensure that the Board operates independently of management and in the best interests of Ostrom and its shareholders.

As of the date of this Circular, the Ostrom Board has not adopted a code of ethics. A code of ethics may be adopted by the Board in the future as Ostrom matures as a corporate entity.

Nomination and Election of Directors

The Ostrom Board will consider its size each year when it determines the number of directors to recommend to shareholders for election at annual general meetings, taking into account the number required to carry out the Board’s duties effectively and to maintain diversity of view and experience. In considering nominees for election as directors, the Board takes into consideration (a) the independence of each individual; (b) the competencies, skills and experience of the individual, as well as the individual’s ability to engage in informed governance, strategic business development, risk assessment and management, and effective teamwork; (c) the personality of the individual and other qualities that could impact Board dynamics; and (d) Ostrom’s strategic direction.

The Board, as a whole, is responsible for identifying new candidates to recommend to shareholders as directors of Ostrom.

Ostrom has not yet considered adopting an advance notice policy requiring that a shareholder proposing to nominate a person for election as a director at a meeting of shareholders must provide Ostrom with advance notice of, and prescribed details concerning, the proposed nominee.

Voting for election of directors of Ostrom is by individual voting and not by slate voting. Ostrom has not, as yet, adopted a majority voting policy for election of directors at uncontested shareholder meetings at which directors are to be elected.

Board Committees

As of the date of this Circular, the Board of Directors of Ostrom has only appointed an Audit Committee. See Part 7 – “Audit Committee”.

Assessments

The Board does not formally review the contributions of individual directors; however, it believes that its current size facilitates informal discussion and evaluation of members’ contributions within that framework.

PART 7 – AUDIT COMMITTEE

Audit Committee Charter

The Audit Committee charter sets out the responsibilities and duties, qualifications for membership, procedures for Committee member appointment and reporting to the Ostrom Board. The Audit Committee charter is attached hereto as Schedule “A”.

Composition of the Audit Committee

Ostrom’s Audit Committee is comprised of Phil Cull, Guy O’Loughnane and Alexander Zang. Each member of Ostrom’s Audit Committee is considered to be “financially literate” in that each has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can be expected to be raised by Ostrom’s financial statements.

None of the members of the Audit Committee are considered to be independent in applying the guidelines set out in NI 52-110.

Relevant Education and Experience

The Audit Committee members are business people with experience in financial matters, each has an understanding of accounting principles used to prepare financial statements and varied experience as to general application of such accounting principles, as well as the internal controls and procedures necessary for financial reporting, which they have garnered from working in their individual fields of endeavor.

The following sets out the education and experience of the members of the Audit Committee:

Phil Cull

Prior to his tenure with Ostrom, Mr. Cull spent 10 years in London working with American Express Bank, HSBC, Société Générale, and Goldman Sachs. He is responsible for the delivery of emissions reductions from Ostrom’s portfolios and is a key member of the project development team, particularly in the highlevel design and quality control role. He also is responsible for the development of carbon finance deal structures, revenue sharing arrangements and manages offtake negotiations for Ostrom and its clients. Mr. Cull has been involved in project development, quality control, and financing for projects both in the clean technology and land use areas. Mr. Cull holds an M.Sc. in Climate Change and Risk Management from the University of Exeter and a B.Sc. in Applied Geology from the University of Hertfordshire in the UK. His postgraduate research focused on the European emissions trading scheme and its relationship to European power and energy price.

Guy O’Loughnane

Mr. O’Loughnane has been self-employed and a private investor since 2009.

Alexander Zang

Mr. Zang is the Co-Founder and Co-CEO of BCC Business Communications Consulting in Frankfurt, Germany. BCC supports companies in realizing Transformation Processes and building Market Profiles. Before founding BCC, Mr. Zang was CEO of other consulting firms in the management consulting area. He has held several supervisory board and advisory board positions. Mr. Zang studied Philosophy and Political Science at the Universities of Tübingen and Frankfurt and got his Management Education at the Business School of St. Gallen, Switzerland.

Audit Committee Oversight

At no time since Ostrom’s incorporation was a recommendation of the Audit Committee to nominate or compensate an external auditor not been adopted by the Board of Directors.

Reliance on Certain Exemptions

As Ostrom is a “venture issuer” pursuant to relevant securities legislation, Ostrom is relying on the exemption in Section 6.1 of NI 52-110 from the requirements of Part 3 ( Composition of the Audit Committee ) and Part 5 ( Reporting Obligations ) of NI 52-110.

At no time since its incorporation has Ostrom relied on the exemption in Section 2.4 of NI 52-110 ( De Minimis Non-audit Services ), or the exemptions in Section 6.1.1 of NI 52-110 with respect to composition of an audit committee of a venture issuer ( Circumstance Affecting the Business or Operations of the Venture Issuer , Events Outside Control of Member and Death, Incapacity or Resignation ), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approved Policies and Procedures for Non-Audit Services

Ostrom’s Audit Committee Charter provides that the Audit Committee is to pre-approve any engagements for non-audit services to be provided to Ostrom by its external auditor prior to engaging the external auditor to perform such non-audit services, in light of the estimated fees and impact on the external auditor’s independence.

External Auditor Service Fees

Aggregate audit fees and audit related and/or tax related fees billed by Ostrom’s external auditor, Davidson & Company LLP, for services rendered with respect to the fiscal years ended December 31, 2022 and 2021, are summarized in the table that follows.

	Fiscal Year ended December 31, 2022	Fiscal Year ended December 31, 2021
Audit fees………………………………………... ...	$75,000(1)	$60,000
Audit-relatedfees………………………………..…	$915	$732
Tax fees(2)…………………………………………..	$17,600(1)	$16,075
Allother fees……………………………………….	$15,000	Nil

(1) Estimate pending receipt of final invoicing from auditor.

(2) Relates to services rendered for preparation and filing of tax returns and assistance with other tax-related issues.

PART 8 – OTHER INFORMATION

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Since the beginning of the most recently completed financial year ended December 31, 2022, and as at the date of this Circular, no current or former director, officer or employee of Ostrom, nor any nominee for election as a director of Ostrom, or any associate or affiliate of any such person, was or is indebted to Ostrom; nor has any such person’s indebtedness to any other entity been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Ostrom.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as summarized below or as otherwise disclosed in this Circular, no proposed nominee for election as a director, and no director or executive officer of Ostrom who has served in such capacity since the beginning of Ostrom’s most recently completed financial year and no shareholder holding of record or beneficially, directly or indirectly, more than 10% of Ostrom’s outstanding common shares, nor any of the respective associates or affiliates of any of the foregoing individuals had or has any material interest in any transaction with Ostrom since the commencement of its most recently completed financial year, or in any proposed transaction, that has materially affected Ostrom or is likely to do so.

On July 14, 2022, Ostrom issued a convertible debenture to WBZ GmbH, which is 50% owned by Eduard Weber-Bemnet and Alexander Zang, both of whom are directors of Ostrom in the principal sum of CDN$280,000. Interest on the principal is payable at a rate of 5% per annum, calculated annually. The convertible debenture has a maturity date of June 14, 2027 and is convertible in whole or in part, into fully paid and non-assessable common shares of Ostrom at a deemed price of $0.10 per share.

See also “Part 4 – Executive Compensation – Shares issued in Settlement of Debt ” for details on the shares of Ostrom issued to WBZ GmbH in settlement of interest owing on a previously issued debenture.

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

Other than the election of directors and approval of the 2023 Option Plan (under the terms of which the directors and officers of Ostrom are eligible to participate), none of the directors or executive officers of Ostrom, no proposed nominee for election as a director of Ostrom, none of the persons who have served as directors or executive officers of Ostrom at any time since the commencement of its most recently completed financial year ended December 31, 2022, and no associate or affiliate of any of the foregoing persons has any substantial interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

CEASE TRADE ORDERS AND BANKRUPTCY

Other than as disclosed below, as at the date of this Circular, no proposed nominee for election as a director of Ostrom is, or has been, within 10 years before the date of this Circular:

a director, chief executive officer or chief financial officer of any company (including Ostrom and any personal holding company of the proposed director) that, while that person was acting in that capacity:
(a) was subject to:
- (i) 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
- (ii) an order similar to a cease trade order; or
- (iii) 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

(b) 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
a director or executive officer of any company (including Ostrom and any personal holding company of the proposed director) 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.

PERSONAL BANKRUPTCY

No proposed nominee for election as a director of Ostrom 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.

PENALTIES AND SANCTIONS

As at the date of this Circular, no proposed director of Ostrom (nor any of his or her personal holding companies) 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 investor in making an investment decision.

OTHER MATTERS

We are not aware of any other matters to come before the Meeting other than as set forth in the Notice of Meeting that accompanies this Circular. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

ADDITIONAL INFORMATION

You may obtain additional financial information about Ostrom in our comparative financial statements and Management’s Discussion and Analysis for the fiscal year ended December 31, 2022, which will be electronically filed with regulators and are available for viewing through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. Additional copies may be obtained without charge upon request to us at Suite 300, 948 Homer Street, Vancouver, British Columbia V6B 2W7- telephone (604) 760-1997. You may also access our public disclosure documents through the Internet on SEDAR at www.sedar.com .

SCHEDULE “A”

THE AUDIT COMMITTEE CHARTER

CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Purpose

The purpose of the Audit Committee is to act as the representative of the Board in carrying out its oversight responsibilities relating to:

The audit process;
The financial accounting and reporting process to shareholders and regulatory bodies; and
The system of internal financial controls.

Composition

The Audit Committee shall consist of three directors, the majority of whom are "independent" within the meaning of National Instrument 52-110, Audit Committees, for so long as the Company is a "venture issuer", as defined therein. The Audit Committee shall be appointed annually by the Board immediately following the annual general meeting of the Company.

Each member of the Audit Committee shall be financially literate, meaning that he must be able to read and understand financial statements. One member of the Audit Committee must have accounting and financial expertise, meaning that he possesses financial or accounting credentials or has experience in finance or accounting.

Duties

The Audit Committee’s duty is to monitor and oversee the operations of management and the external auditor. Management is responsible for establishing and following the internal controls, financial reporting processes and for compliance with applicable laws and policies. The external auditor is responsible for performing an independent audit of the Company’s financial statements in accordance with generally accepted auditing standards, and for issuing its report on the statements. The Audit Committee should review and evaluate this Charter on an annual basis.

The specific duties of the Audit Committee are as follows:

Management Oversight

Review and evaluate the Company’s processes for identifying, analyzing and managing financial risks that may prevent the Company from achieving its objectives;

Review and evaluate the Company’s internal controls, as established by management;

Review and evaluate the status and adequacy of internal information systems and security;

Meet with the external auditor at least one a year in the absence of management;

Request the external auditor’s assessment of the Company’s financial and accounting personnel; and

Review and evaluate the Company’s banking arrangements.

External Auditor Oversight

Review and evaluate the external auditor’s process for identifying and responding to key audit and internal control risks;

Review the scope and approach of the annual audit;

Inform the external auditor of the Committee’s expectations;

Recommend the appointment of the external auditor to the Board;

Meet with Management at least once a year in the absence of the external auditor;

Review the independence of the external auditor on an annual basis;

Review with the external auditor both the acceptability and the quality of the Company’s accounting principles; and

Confirm with the external auditor that the external auditor is ultimately accountable to the Board and the Committee, as representatives of the Company’s Shareholders.

Financial Statement Oversight

Review the quarterly reports with both management and the external auditor;

Discuss with the external auditor the quality and the acceptability of the generally accepted accounting principles applied by management;

Review and discuss with management the annual audited financial statements; and

Recommend to the Board whether the annual audited financial statements should be accepted, filed with the securities regulatory bodies and publicly disclosed.

SCHEDULE “B”

2023 STOCK OPTION PLAN

OSTROM CLIMATE SOLUTIONS INC.

2023 Stock Option Incentive Plan

1. PURPOSE

The purpose of this Stock Option Incentive Plan is to provide an incentive to Eligible Persons to acquire a proprietary interest in the Company, to continue their participation in the affairs of the Company and to increase their efforts on behalf of the Company.

2. DEFINITIONS

In this Plan, the following words have the following meanings:

(a) “Blackout Period” means a period during which the Company prohibits Optionees from exercising any Options, provided such period also satisfies the requirements therefor set out the policies of the TSXV including TSXV Policy 4.4 and applicable law or any policies of the Company in respect of insider trading;
(b) “Board” means the Board of Directors of the Company;
(c) “Cashless Exercise” has the meaning given to it in Section 9;
(d) “Common Shares” means the Common Shares of the Company;
(e) “Company” means Ostrom Climate Solutions Inc.;
(f) “Consultant” has the meaning set out in the policies of the TSXV;
(g) “Disinterested Shareholders” means the shareholders of the Company who are not Insiders of the Company that qualify as Eligible Persons under the Plan, and associates of such Insiders;
(h) “Disinterested Shareholder Approval” means approval by a majority of the votes cast by shareholders of the Company or their proxies at a meeting of the shareholders, other than the votes attached to shares beneficially held by persons with an interest in the subject matter of the resolution and their associates and affiliates, in accordance with the policies of the Exchange;
(i) “Effective Date” means the day following the date upon which the Plan has been approved by the last to approve of the shareholders of the Company, the Board, the Exchange and any other regulatory authority having jurisdiction over the Company’s securities;
(j) “Eligible Person” means any director, officer, employee, Consultant or management company employee of the Company or any affiliate of the Company;
2 -
(k) “Exchange” means the TSXV and any other stock exchange or stock quotation system on which the Common Shares trade;
(l) “Fair Market Value” means, as of any date, the value of the Common Shares, determined as follows:
(i) if the Common Shares are listed on the TSXV, the Fair Market Value shall be the last closing sales price for such shares as quoted on such Exchange for the market trading day immediately prior to the date of grant of the Option, less any discount permitted by the TSXV;
(ii) if the Common Shares are listed on an Exchange other than the TSXV, the fair market value shall be the closing sales price of such shares (or the closing bid, if no sales were reported) as quoted on such Exchange for the market trading day immediately prior to the time of determination less any discount permitted by such Exchange; and
(iii) if the Common Shares are not listed on an Exchange, the Fair Market Value shall be determined in good faith by the Board;
(m) “Insider” has the meaning assigned in the securities legislation applicable to the Company;
(n) “Investor Relations Activities” has the meaning set out in the policies of the TSXV;
(o) “Investor Relations Service Provider” includes any Consultant that performs Investor Relations Activities and any director, officer, employee or management company employee whose role and duties primarily consist of Investor Relations Activities;
(p) “Material Change” means the definition prescribed by applicable Securities Laws;
(q) “Material Fact” means the definition prescribed by applicable Securities Laws;
(r) “Material Information” means a Material Fact and/or Material Change as defined by applicable Securities Laws and the policies of the TSXV;
(s) “Net Exercise” has the meaning given to it in Section 9;
(t) “Option” means the option granted to an Optionee under this Plan and the Option Agreement;
(u) “Option Agreement” means such option agreement or agreements as is approved from time to time by the Board and as is not inconsistent with the terms of this Plan;
(v) “Option Date” means the date of grant of an Option to an Optionee;
3 -
(w) “Option Price” is the price at which the Optionee is entitled pursuant to the Plan and the Option Agreement to acquire Option Shares;
(x) “Option Shares” means, subject to the provisions of Article 8 of this Plan, the Common Shares which the Optionee is entitled to acquire pursuant to this Plan and the applicable Option Agreement;
(y) “Optionee” means a person to whom an Option has been granted;
(z) “Plan” means this 2023 Stock Option Incentive Plan, as amended from time to time;
(aa) “Securities Laws” means securities legislation, securities regulation and securities rules, as amended, and policies, notices, instruments and blanket orders in force from time to time that are applicable to the Company;
(bb) “Trading Day” means a day when trading occurs through the facilities of the Exchange;
(cc) “TSXV” means the TSX Venture Exchange; and
(dd) “VWAP” means the volume weighted average trading price of the Company’s Common Shares on the Exchange calculated by dividing the total value by the total volume of such securities traded for the five Trading Days immediately preceding the exercise of the subject Option. Where appropriate, the Exchange may exclude internal crosses and certain other special terms trades from the calculation.

3. ADMINISTRATION

The Plan shall be administered by the Board, and subject to the rules of the Exchange from time to time and except as provided for herein, the Board shall have full authority to:

(a) determine and designate from time to time those Eligible Persons to whom Options are to be granted and the number of Option Shares to be optioned to each such Eligible Person;
(b) determine the time or times when, and the manner in which, each Option shall be exercisable and the duration of the exercise period;
(c) determine from time to time the Option Price, provided such determination is not inconsistent with this Plan; and
(d) interpret the Plan and to make such rules and regulations and establish such procedures as it deems appropriate for the administration of the Plan, taking into consideration the recommendations of management.
4 -

4. OPTIONEES

Optionees must be Eligible Persons who, by the nature of their jobs or their participation in the affairs of the Company, in the opinion of the Board, are in a position to contribute to the success of the Company.

5. EFFECTIVENESS AND TERMINATION OF PLAN

The Plan shall be effective as of the Effective Date and shall terminate on the earlier of:

(a) the date which is ten years from the Effective Date; and
(b) such earlier date as the Board may determine.

Any Option outstanding under the Plan at the time of termination of the Plan shall remain in effect in accordance with the terms and conditions of the Plan and the Option Agreement.

6. THE OPTION SHARES

The aggregate number of Option Shares reserved for issuance under the Plan and Common Shares reserved for issuance under any other share compensation arrangement granted or made available by the Company from time to time may not exceed in aggregate 10% of the Company’s Common Shares issued and outstanding at the time of grant.

7. GRANTS, TERMS AND CONDITIONS OF OPTIONS

Options may be granted by the Board at any time and from time to time prior to the termination of the Plan. Options granted pursuant to the Plan shall be contained in an Option Agreement and, except as hereinafter provided, shall be subject to the following terms and conditions:

(a) Option Price

The Option Price shall be determined by the Board, provided that such price shall not be lower than the Fair Market Value of the Option Shares on the date of grant of the Option. In addition, a minimum Option Price cannot be established unless the Option is granted to an Eligible Person.

(b) Duration and Exercise of Options

Except as otherwise provided elsewhere in this Plan, the Options shall be exercisable for a period, to be determined in each instance by the Board, not exceeding ten years from the Option Date. The Options must be exercised in accordance with this Plan and the Option Agreement.

Except as contemplated in (c) below, no Option may be exercised by an Optionee who was an Eligible Person at the time of grant of such Option unless the Optionee shall have been an Eligible Person continuously since the Option Date. Absence on leave, with the approval of the Company, shall not be considered an interruption of employment for the purpose of the Plan.

(c) Termination

All rights to exercise Options shall terminate upon the earliest of:

(i) the expiration date of the Option;
(ii) the end of the period of time permitted for exercise of the Option (such period of time to not be in excess of 12 months, to be determined by the Board in each instance at the time of the grant of an Option) after the Optionee ceases to be an Eligible Person for any reason other than death, disability or cause; and if no such period of time is determined by the Board at the time of the grant, the 30[th] day after the Optionee ceases to be an Eligible Person for any reason other than death, disability or cause;
(iii) the 30[th] day after the Optionee who is engaged in Investor Relations Activities for the Company ceases to be employed to provide Investor Relations Activities;
(iv) the date on which the Optionee ceases to be an Eligible Person by reason or termination of the Optionee as an employee or Consultant of the Company for cause (which, in the case of a Consultant, includes any breach of an agreement between the Company and the Consultant);
(v) the first anniversary of the date on which the Optionee ceases to be an Eligible Person by reason of termination of the Optionee as an employee or Consultant on account of disability; or
(vi) the first anniversary of the date of death of the Optionee.

(d) Re-issuance of Options

Options which are cancelled or expire prior to exercise may be re-issued under the Plan without shareholder approval.

(e) Transferability of Option

Options are non-transferable and non-assignable.

(f) Other Terms and Conditions

The Option Agreement may contain such other provisions as the Board deems appropriate, provided such provisions are not inconsistent with the Plan and the requirements of the TSXV.

In addition, for as long as the Common Shares of the Company are listed on the TSXV, the Company shall comply with the following requirements:

6 -
(i) Options to acquire more than 2% of the issued and outstanding Common Shares of the Company may not be granted to any one Consultant in any 12 month period;
(ii) Options to acquire more than an aggregate of 2% of the issued and outstanding Common Shares of the Company may not be granted to all Investor Relations Service Providers in aggregate in any 12 month period;
(iii) Options issued to Eligible Persons performing Investor Relations Activities must vest in stages over 12 months with no more than onequarter of the Options vesting in any three month period. In addition, no acceleration of the vesting provisions of an Option issued to an Eligible Person performing Investor Relations Activities is allowed without first obtaining the prior written acceptance of the Exchange;
(iv) the approval of the Disinterested Shareholders of the Company shall be obtained:
A. where the aggregate number of Option Shares that are issuable under Options granted to Insiders, as a group, together with any equity compensation awarded pursuant to all other share compensation arrangements, exceeds 10% of the Company’s outstanding Common Shares;
B. where the number of Option Shares that are issuable to Insiders, as a group, within any 12-month period, together with any equity compensation awarded pursuant to all other share compensation arrangements, exceeds 10% of the Company’s outstanding Common Shares, calculated at the date of grant of the Options;
C. for Options granted to any one individual in any 12 month period to acquire more than 5% of the issued and outstanding Common Shares of the Company, calculated as at the date of the grant of the Options;
D. for any amendment to or reduction in the exercise price of the Option, any amendment that would have the effect of decreasing the exercise price of the Option or the extension to the term of an outstanding Option, if the Optionee is an Insider of the Company at the time of the amendment;
E. for the Plan if the Plan, together with all of the Company’s previously established and outstanding stock option plans or grants, could result at any time in the grant to Insiders of the Company, within a 12-month period, of a number of Option Shares exceeding 10% of the Company’s issued Common Shares;
7 -
F. for any individual Option grant or issue that would result in any of the limits set forth in sections 7(f)(iv)(A), (B) or (C) being exceeded if the Company’s Option Plan does not permit these limits to be exceeded;
G. any amendment to the an Option that results in a benefit to an Insider, and for further clarity, if the Company cancels any Option and within one year grants or issues new Options to the same person, that is considered an amendment; and
(v) for Options granted to the employees, Consultants or management company employees of the Company, the Company and the Optionee will represent that the Optionee is a bona fide employee, Consultant or management company employee of the Company, as the case may be.

8. ADJUSTMENT OF AND CHANGES IN THE OPTION SHARES

(a) If the Option Shares are at any time to be listed or quoted on any stock exchange or stock quotation system other than the TSXV to the extent that there are any Options which are outstanding and unexercised at the time of such application for listing, the Option Price, the aggregate number of Option Shares, the exercise period, and any other relevant terms of such Options, and the Option Agreements in relation thereto, shall be amended in accordance with the requirements of any applicable securities regulation or law or any applicable governmental or regulatory body (including the Exchange). Subject to the requirements of the Exchange, any such amendment shall be effective upon receipt of Board approval of it, and the approval of any of the shareholders of the Company or any of the Optionees is not required to give effect to such amendment.
(b) If the Option Shares, as presently constituted, are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another Company (whether by reason of merger, consolidation, amalgamation, recapitalization, reclassification, split, reverse split, combination of shares, or otherwise) or if the number of such Option Shares are increased through the payment of a stock dividend, then there shall be substituted for or added to each Option Share subject to or which may become subject to an Option under this Plan, the number and kind of shares or other securities into which each outstanding Option Share is so changed, or for which each such Option Share is exchanged, or to which each such Option Share is entitled, as the case may be. Outstanding Options under the Option Agreements shall also be appropriately amended as to price and other terms as may be necessary to reflect the foregoing events. In the event that there is any other change in the number or kind of the outstanding Option Shares or of any shares or other securities into which such Option Shares are changed, or for which they have been exchanged, then, if the Board shall, in its sole discretion, determine that such change equitably requires an adjustment in any Option theretofore granted or which may be granted under the Plan, such adjustment shall be made in accordance with such determination. In
8 -

the event there are insufficient Option Shares available under the Plan to satisfy any entitlement as a result of the payment of a stock dividend as provided for herein, the Company may settle these entitlements though cash or other means at its disposal. Any adjustment, other than in connection with a security consolidation or security split, to Options granted or issued under the Plan are subject to the prior acceptance of the TSXV, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization.

(c) Fractional shares resulting from any adjustment in Options pursuant to this Section 8 will be cancelled. Notice of any adjustment shall be given by the Company to each holder of an Option which has been so adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan.

9. PAYMENT

Subject as hereinafter provided, the full purchase price for each of the Option Shares shall be paid by certified cheque in favour of the Company upon exercise thereof. An Optionee shall have none of the rights of a shareholder in respect of the Option Shares until the shares are issued to such Optionee.

Without limiting the foregoing, the Board may, in its sole discretion, permit the exercise of an Option through either:

(a) a cashless exercise (a “Cashless Exercise”) mechanism, whereby the Company has an arrangement with a brokerage firm pursuant to which the brokerage firm:
(i) agrees to loan money to an Eligible Person to purchase the Option Shares underlying the Options to be exercised by the Eligible Person;
(ii) then sells a sufficient number of Option Shares to cover the exercise price of the Options in order to repay the loan made to the Eligible Person; and
(iii) receives an equivalent number of Option Shares from the exercise of the Options and the Eligible Person receives the balance of Option Shares pursuant to such exercise, or the cash proceeds from the sale of the balance of such Option Shares (or in such other portion of Option Shares and cash as the broker and Eligible Person may otherwise agree);

and

(b) a net exercise (a “Net Exercise”) mechanism, whereby Options, excluding Options held by any Investor Relations Service Provider, are exercised without the Eligible Person making any cash payment so the Company does not receive any cash from the exercise of the subject Options, and instead the Eligible Person receives only the number of underlying Option Shares that is the equal to the quotient obtained by dividing:
9 -
(i) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Option Shares and the exercise price of the subject Options; by
(ii) the VWAP of the underlying Option Shares.

For greater certainty, Options granted to a person engaged in Investor Relations Activities may not be exercised using by way of Net Exercise.

10. WITHHOLDING TAX REQUIREMENTS

Subject TSXV Policy 4.4, upon exercise of an Option, the Optionee shall, upon notification of the amount due and prior to or concurrently with the delivery of the certificates representing the Option Shares, pay to the Company amounts necessary to satisfy applicable withholding tax requirements or shall otherwise make arrangements satisfactory to the Company for such requirements. In order to implement this provision, the Company or any related corporation shall have the right to retain and withhold from any payment of cash or issuance of Option Shares under this Plan the amount of taxes required to be withheld or otherwise deducted and paid with respect to such payment. At its discretion, the Company may require an Optionee receiving Option Shares to reimburse the Company for any such taxes required to be withheld by the Company and withhold any distribution to the Optionee in whole or in part until the Company is so reimbursed. In lieu thereof, the Company shall have the right to withhold from any cash amount due or to become due from the Company to the Optionee an amount equal to such taxes. The Company may also retain and withhold or the Optionee may elect, subject to approval by the Company at its sole discretion, to have the Company retain and withhold a number of Option Shares having a market value not less than the amount of such taxes required to be withheld by the Company to reimburse the Company for any such taxes and the corresponding Option Shares so withheld will not be issued. Notwithstanding the discretion granted to the Company pursuant to the foregoing, the exercise price of any Option must be paid in cash.

11. SECURITIES LAW REQUIREMENTS

No Option shall be exercisable in whole or in part, nor shall the Company be obligated to issue any Option Shares pursuant to the exercise of any such Option, if such exercise and issuance would, in the opinion of counsel for the Company, constitute a breach of any applicable laws from time to time, or the rules from time to time of the Exchange. Each Option shall be subject to the further requirement that if at any time the Board determines that the listing or qualification of the Option Shares under any securities legislation or other applicable law, or the consent or approval of any governmental or other regulatory body (including the Exchange), is necessary as a condition of, or in connection with, the issue of the Option Shares hereunder, such Option may not be exercised in whole or in part unless such listing, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Board.

10 -

12. AMENDMENT OF THE PLAN

(a) The Board may amend, suspend or terminate the Plan or any portion thereof at any time, but an amendment may not be made without shareholder approval if such approval is necessary to comply with any applicable regulatory requirement.
(b) The Board shall have the power, in the event of:
(i) any disposition of substantially all of the assets of the Company, dissolution or any merger, amalgamation or consolidation of the Company, with or into any other Company, or the merger, amalgamation or consolidation of any other Company with or into the Company; or
(ii) any acquisition pursuant to a public tender offer of a majority of the then issued and outstanding Common Shares;

but subject to compliance with the rules of the Exchange and such Shareholder approvals as may be required, to amend any outstanding Options to permit the exercise of all such Options prior to the effectiveness of any such transaction, and to terminate such Options as of such effectiveness in the case of transactions referred to in subsection (i) above, and as of the effectiveness of such tender offer or such later date as the Board may determine in the case of any transaction described in subsection (ii) above. If the Board exercises such power, all Options then outstanding and subject to such requirements shall be deemed to have been amended to permit the exercise thereof in whole or in part by the Optionee at any time or from time to time as determined by the Board prior to the effectiveness of such transaction, and such Options shall also be deemed to have terminated as provided above. No acceleration of vesting requirements applicable to Options granted to a Person engaged in Investor Relations Activities may be made or implemented, without the prior written approval of the TSXV.

13. POWER TO TERMINATE OR AMEND PLAN

Subject to the approval of any stock exchange on which the Company’s securities are listed, the Board may terminate, suspend or amend the terms of the Plan; provided, that the Board may not do any of the following without obtaining, within 12 months either before or after the Board’s adoption of a resolution authorizing such action, shareholder approval, and, where required, Disinterested Shareholder approval, or by the written consent of the holders of a majority of the securities of the Company entitled to vote:

(a) increase the aggregate number of Common Shares which may be issued under the Plan;
(b) materially modify the requirements as to the eligibility for participation in the Plan which would have the potential of broadening or increasing Insider participation;
(c) add any form of financial assistance or any amendment to a financial assistance provision which is more favourable to participants under the Plan;
(d) add a cashless exercise feature, payable in cash or securities, which does not provide for a full deduction of the number of underlying securities from the Plan reserve; and
11 -
(e) materially increase the benefits accruing to participants under the Plan.

Shareholder approval for the implementation or amendment of the Plan, or the grant, issuance or amendment of an Option, as required under the policies of the TSXV, can be given at a meeting of the shareholders after the implementation or amendment of the Plan or the grant, issuance or amendment of the Option, provided that:

(i) in the case of an amendment to the Plan, no right under any Option that is granted or issued under the amended Plan may be exercised; and
(ii) in the case of the grant, issuance or amendment of an Option, no right under any such Option may be exercised, before the meeting and that all relevant information concerning the approvals sought has been fully disclosed to the shareholders prior to the meeting. Any such shareholder approval must be obtained no later than the earlier of the Company’s next annual meeting of its shareholders and 12 months from the amendment of the Plan or the grant, issuance or amendment of the Option, as the case may be.

If the requisite shareholder approval is not obtained: (1) in the case of an amendment to the Plan, the amendments to the Plan will terminate (the Company will revert to its previously existing Plan) and any Option that was granted or issued under the amendments to the Plan that could not have been granted under the previously existing Plan will terminate; (2) in the case of a grant or issuance of Options, the granted or issued Options will terminate; and (3) in the case of an amendment of an Option, the amendment will be of no force or effect.

However, the Board may amend the terms of the Plan to comply with the requirements of any applicable regulatory authority without obtaining shareholder approval, including:

(a) amendments of a housekeeping nature to the Plan; and
(b) a change to the vesting provisions of a security or the Plan (no acceleration of vesting requirements applicable to Options granted to a Person engaged in Investor Relations Activities may be made or implemented, without the prior written approval of the TSXV).

14. AMENDMENT OF EXPIRATION OF TERM OF OPTION DURING BLACKOUT PERIOD

Notwithstanding the date of expiration of the term of an Option determined in accordance with this Plan (“Fixed Term”), the date of expiration of the term of an Option will be adjusted, without being subject to Board discretion and without shareholder approval, to take into account any Blackout Period imposed on the Optionee by the Company subject to the following requirements:

(a) The Blackout Period must be formally imposed by the Company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information.
12 -

For greater certainty, in the absence of the Company formally imposing a Blackout Period, the expiry date of any Option will not be automatically extended.

(b) The Blackout Period must expire following the general disclosure of the undisclosed Material Information. The expiry date of the affected Option can be extended to no later than 10 business days after the expiry of the Blackout Period.
(c) The automatic extension of a Optionee’s Option will not be permitted where the Optionee or the Company is subject to a cease trade order (or similar order under Securities Laws) in respect of the Company’s securities.
(d) The automatic extension is available to all Eligible Persons and for all Options affected by a Blackout Period under the Plan under the same terms and conditions.

15. SHAREHOLDER APPROVAL

This Plan is subject to the yearly approval of: (i) the shareholders of the Company at each annual general meeting of the Company; and (ii) the Exchange.

AI assistant

Ostrom Climate Solutions Inc. — Proxy Solicitation & Information Statement 2023

45729_rns_2023-05-08_29d0d34f-6383-4d20-9739-0152911fd735.pdf

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

MANAGEMENT INFORMATION CIRCULAR

PART 1 – VOTING

HOW A VOTE IS PASSED

WHO CAN VOTE?

Please note:

VOTING BY PROXY

What is a proxy?

Appointing a proxyholder

Instructing your proxy

Changing your mind

NON-REGISTERED SHAREHOLDERS

PART 2 - VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

PART 3 - THE BUSINESS OF THE MEETING

FINANCIAL STATEMENTS

ELECTION OF DIRECTORS

Number of Directors

Nominees for Election as Directors

APPOINTMENT OF THE AUDITOR

ALTERATION TO ARTICLES – CHAIRPERSON’S CASTING VOTE

“ 18.2 Voting at Meetings

Shareholder Approval

“ 18.2 Voting at Meetings

TSX Venture Exchange Approval

Recommendation

APPROVAL OF THE 2023 STOCK OPTION INCENTIVE PLAN

Summary of the 2023 Option Plan

Compensation Discussion and Analysis

Compensation Objectives and Principles

Compensation Process

Base Salary and/or Consulting Fees

Option Based Awards

Benefits and Perquisites

Risks Associated with Ostrom’s Compensation Practices

Hedging by Named Executive Officers or Directors

Summary Compensation Table

Incentive Plan Awards

Outstanding Option-Based Awards

Value Vested or Earned During the Year

Termination of Employment, Changes in Responsibility and Employment Contracts

Director Compensation

Shares Issued in Settlement of Debt

Outstanding Option-Based Awards

Incentive Plan Awards – Value Vested or Earned During the Year

PART 5 – SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

PART 6 – CORPORATE GOVERNANCE

Composition of the Board of Directors

Directorships in other Public Companies

Orientation and Continuing Education of Directors

Ethical Business Conduct

Nomination and Election of Directors

Board Committees

Assessments

PART 7 – AUDIT COMMITTEE

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Phil Cull

Guy O’Loughnane

Alexander Zang

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approved Policies and Procedures for Non-Audit Services

External Auditor Service Fees

PART 8 – OTHER INFORMATION

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

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

CEASE TRADE ORDERS AND BANKRUPTCY

PERSONAL BANKRUPTCY

PENALTIES AND SANCTIONS

OTHER MATTERS

ADDITIONAL INFORMATION

SCHEDULE “A”

OSTROM CLIMATE SOLUTIONS INC.

CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Purpose

Ostrom Climate Solutions Inc. Proxy Solicitation & Information Statement 2023