Plus Products Inc.

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NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

FOR

AN ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS AND A SEPARATE CLASS MEETING OF HOLDERS OF CLASS A COMMON SHARES OF

TO BE HELD ON

June 15, 2020

Dated as of May 8, 2020

PLUS PRODUCTS INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS AND SEPARATE CLASS MEETING OF HOLDERS OF CLASS A COMMON SHARES

TO BE HELD ON JUNE 15, 2020

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “ Special General Meeting ”) of the holders (the “ Shareholders ”) of Common shares (the “ Common Shares ”) and Class A Common shares (the “ Class A Shares ”) in the capital of Plus Products Inc. (the “ Company ”) will be held at 3 East Third Avenue, San Mateo, CA, USA, 94401 on Monday, June 15, 2020 at 10.00 a.m. (Vancouver time). A separate class meeting of the holders of Class A Common Shares (the “ Class A Shareholder Meeting ” and together with the Special General Meeting, the “ Meetings ”) will be held immediately following the conclusion of the Special General Meeting. The foregoing meetings shall be held for the following purposes:

to receive the financial statements of the Company for the year ended December 31, 2019 together with the report of the Company’s auditor thereon;
to set the number of directors of the Company at five;
to elect five directors of the Company for the ensuing year;
to appoint MNP LLP as auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration;
to consider and if thought advisable, to pass, with or without variation, a special resolution authorizing amendments to the Company’s authorized share structure and Articles of the Company, as more particularly described in the management proxy circular included with this Notice;
to consider and if thought advisable, to pass, with or without variation, a special resolution authorizing the automatic conversion of the Company’s existing Class A Shares into Common Shares, as more particularly described in the management proxy circular included with this Notice; and
to transact such other business as may properly be brought before the Meeting or any adjournment or adjournments thereof.

At the Special General Meeting, the holders of Common Shares and the holders of Class A Shares will be asked to vote on Resolutions 1, 2, 3, 4 and 5 together as one class. Pursuant to the Articles of the Company, Resolution 6 will be voted on by a separate class vote of the holders of Class A Shares.

Please Read This Important Notice

To mitigate risks related to the rapidly evolving global COVID-19 (coronavirus) public health emergency to Shareholders, employees of the Company and other stakeholders, and based on government recommendations to avoid large gatherings, the Company is providing access to the Special General Meeting by telephone conference call. In light of COVID-19, we strongly encourage Shareholders to vote in advance of the Special General Meeting rather than appearing in person, or appointing an alternate proxyholder to attend the Special General Meeting in person.

Shareholders who dial in to the telephone conference call will be able listen to the Special General Meeting and ask questions regardless of their geographic location or particular circumstances they may be facing as a result of COVID-19. However, registered Shareholders and duly appointed proxyholders will not be able to vote via the telephone conference call. In light of COVID-19, we strongly encourage Shareholders to vote in advance of the Special General Meeting in accordance with the instructions provided in the management proxy circular accompanying this Notice of Meeting, and Shareholders are encouraged NOT to attend the Special General Meeting in person if at all possible .

Shareholders may access the telephone conference call as follows:

Dial-in: 1-877-332-7536; Access Code: 6314952

The ability of Shareholders to attend the Special General Meeting in person is subject to any governmental orders applicable at the time of the Special General Meeting which might prevent or restrict Shareholders from attending in person. Please do not attend the Special General Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled internationally within the 21 days immediately prior to the Special General Meeting.

The Company is monitoring developments regarding COVID-19. In the event the Company decides any change to the date, time, location or format of the Special General Meeting are necessary or appropriate due to difficulties arising from COVID-19, the Company will promptly notify Shareholders of the change by issuing a news release, a copy of which will be available on SEDAR at www.sedar.com.

A management proxy circular accompanies this Notice and contains details of matters to be considered at each of the Special General Meeting and the Class A Shareholder Meeting. The Board of Directors of the Company has fixed April 16, 2020 as the record date for determining the Shareholders who are entitled to vote at the Meetings. Only holders of Common Shares and Class A Shares at the close of business on April 16, 2020 will be entitled to receive notice of and to vote at the Special General Meeting and only holders of Class A Shares at the close of business on April 16, 2020 will be entitled to receive notice of and to vote at the Class A Shareholder Meeting.

PLEASE REVIEW THE DISCLOSURE UNDER “ VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ” FOR DISCLOSURE IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR WITH RESPECT TO THE COMPANY’S RESTRICTED SECURITIES.

Registered Shareholders are requested to date, sign and return the accompanying form of Proxy/Proxies, as applicable, for use at the Special General Meeting and/or the Class A Shareholder Meeting. To be effective, forms of Proxy must be received by the Company’s registrar and transfer agent, Odyssey Trust Company, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of such Meeting (namely, by 10.00 a.m. (Vancouver time) on Thursday, June 11, 2020) or any adjournment thereof at which the Proxy is to be used. Proxies should be addressed to Odyssey Trust Company, the registrar and transfer agent of the Company, and mailed or delivered to, 350 - 300 5[th] Avenue SW, Calgary, Alberta T2P 3C4. To vote by Internet visit the website address shown on the form of Proxy provided. Follow the online voting instructions given to you and vote over the Internet referring to your holder account number and proxy access number provided on the form of Proxy that was delivered to you with this management proxy circular. To vote by telephone, call the toll-free number shown on the form of Proxy. Using a touch-tone telephone to select your voting preferences, follow the instructions and refer to your holder account number and proxy access number provided on the form of Proxy that was delivered to you. Note that voting by telephone is not available if you wish to appoint a person as a proxy other than someone named on the form of Proxy.

Non-registered Shareholders who are non-objecting beneficial owners and have received a voting instruction form from Broadridge Financial Solutions (“ Broadridge ”), please complete and return the form in accordance with the instructions provided in the Information Circular and on the voting instruction form.

Non-registered Shareholders who have received this Notice and the accompanying Information Circular through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your Common Shares or Class A Shares on your behalf (the “ Intermediary ”), please complete and return the materials in accordance with the instructions provided to you by the Intermediary.

The persons named in the enclosed form of Proxy are directors and/or officers of the Company. Each Shareholder has the right to appoint a proxyholder other than such persons, who need not be a Shareholder, to attend and to act for such Shareholder and on such Shareholder’s behalf at the Special General Meeting and/or the Class A

Shareholder Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the Shareholder’s appointee should be legibly printed in the blank space provided.

BY ORDER OF THE BOARD OF DIRECTORS

“Jacob F. Heimark”

Jacob F. Heimark Director & Chief Executive Officer

May 8, 2020

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PLUS PRODUCTS INC. MANAGEMENT PROXY CIRCULAR As at and dated May 8, 2020

FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS AND SEPARATE CLASS MEETING OF HOLDERS OF CLASS A COMMON SHARES TO BE HELD ON JUNE 15, 2020

SOLICITATION OF PROXIES

This management proxy circular (the “Circular”) is furnished in connection with the solicitation of proxies by the management of Plus Products Inc. (the “Company”) for use at the Annual General and Special Meeting of all of the Company’s shareholders (the “Special General Meeting”) and the separate class meeting of the holders of Class A Common shares (the “Class A Shareholder Meeting” and together with the Special General Meeting, the “Meetings” and each, individually, a “Meeting”) to be held on June 15, 2020 (the “Meeting”) at the time and place and for the purposes set out in the accompanying Notice of Meeting. While it is expected that the solicitation will be made primarily by mail, proxies may be solicited personally or by telephone by directors, officers and employees of the Company.

All costs of this solicitation will be borne by the Company.

Please Read This Important Notice

Shareholders may access the telephone conference call as follows:

Dial-in: 1-877-332-7536; Access Code: 6314952

PROXY INSTRUCTIONS

Shareholders are strongly encouraged to vote by Proxy if the Shareholder is a registered Shareholder, or provide voting instruction forms as provided herein if the Shareholder is a non-registered Shareholder, either by mail, by phone or over the internet. Forms of Proxy and/or voting instruction forms must be received by Odyssey Trust Company (“ Odyssey ”), the Company’s transfer agent, not later than 10.00 a.m. (Vancouver) on June 11, 2020 at its Calgary office, 350 - 300 5[th] Avenue SW, Calgary, Alberta T2P 3C4.

A form of Proxy returned to Odyssey will not be valid unless dated and signed by the Shareholder or by the Shareholder’s attorney duly authorized in writing or, if the Shareholder is a corporation or association, the form of Proxy must be executed by an officer or by an attorney duly authorized in writing. If the form of Proxy is executed by an attorney for an individual Shareholder or by an attorney of a Shareholder that is a corporation or association, the instrument so empowering the attorney, as the case may be, or a notarial copy thereof, must accompany the form of Proxy. If not dated, the form of Proxy will be deemed to have been dated the date that it is mailed to Shareholders.

The securities represented by forms of Proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. The form of Proxy confers discretionary authority upon the named proxyholder with respect to matters identified in the accompanying Notice of Meeting. If a choice with respect to such matters is not specified, it is intended that the person designated by management in the form of Proxy will vote the securities represented by the form of Proxy in favour of each matter identified in the in the form of Proxy.

The form of Proxy confers discretionary authority upon the named proxyholder with respect to amendments to or variations in matters identified in the accompanying Notice of Meeting and other matters which may properly come before the Meeting. As at the date of this Circular, management is not aware of any amendments, variations, or other matters. If such should occur, the persons designated by management will vote thereon in accordance with their best judgment, exercising discretionary authority.

APPOINTMENT OF PROXYHOLDER

A Shareholder has the right to appoint a person (who need not be a shareholder) to attend and act for such Shareholder and on his, her or its behalf at the Meeting other than the persons designated in the enclosed form of Proxy. If you are returning your form of Proxy to Odyssey, such right may be exercised by inserting in the blank space provided in the enclosed form of Proxy the name of the person to be designated or by completing another proper form of Proxy and delivering it to Odyssey as provided above.

REVOCATION OF PROXIES

Forms of Proxy given by Shareholders for use at the Meeting may be revoked prior to their use:

(a) by depositing an instrument in writing executed by the Shareholder or by such Shareholder’s attorney duly authorized in writing or, if the Shareholder is a corporation, by an officer or attorney thereof duly authorized indicating the capacity under which such officer or attorney is signing, at the Company’s registered office, Suite 2900 – 550 Burrard Street, Vancouver, British Columbia V6C 0A3, at any time up to and including the last business day preceding the day of the Meeting, or if adjourned, any reconvening thereof; or
(b) in any other manner permitted by law.
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Only registered Shareholders have the right to revoke a form of Proxy. Non-registered Shareholders that wish to change their voting instruction forms must, in sufficient time in advance of the Meeting, contact Broadridge or their Intermediary (as defined below) to arrange to change their voting instructions.

SPECIAL INSTRUCTIONS FOR VOTING BY NON-REGISTERED SHAREHOLDERS

Only registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Some Shareholders of the Company are “non-registered” Shareholders because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. More particularly, a person is not a registered Shareholder in respect of shares which are held on behalf of that person (the “ Non-Registered Shareholder ”), but which are registered in the name of an intermediary (each, an “ Intermediary ” and, collectively, the “ Intermediaries ”) that the Non-Registered Shareholder deals with in respect of the shares. Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP’s, RRIF’s, RESP’s and similar plans, or in the name of a clearing agency (such as The Canadian Depositary for Securities Ltd.) of which the Intermediary is a participant.

There are two kinds of Non-Registered Shareholders - those who object to their name being made known to the Company (called OBOs for “ Objecting Beneficial Owners ”) and those who do not object to the Company knowing who they are (called NOBOs for “ Non-Objecting Beneficial Owners ”).

Under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), the Company is delivering proxy-related materials to NOBOs who have not waived the right to receive them. As a result, NOBOs can expect to receive a voting instruction form (a “ VIF ”), together with the meeting materials, from Broadridge. These VIFs are to be completed and returned to Broadridge in accordance with the instructions. Broadridge is required to follow the voting instructions properly received from NOBOs. Broadridge will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive. The Company is not sending proxy-related materials using notice-and-access this year.

Should a NOBO wish to attend and vote at the Meeting in person, the NOBO must insert the NOBO’s name (or such other person as the NOBO wishes to attend and vote on the NOBO’s behalf) in the blank space provided for that purpose on the VIF and return the completed VIF to Broadridge or the NOBO must submit, to Broadridge, any other document in writing that requests that the NOBO or a nominee of the NOBO be appointed as proxy holder. In such circumstances with respect to forms of Proxy held by management in respect of securities owned by the NOBO so requesting, the Company must arrange, without expense to the NOBO, to appoint the NOBO or a nominee of the NOBO as a proxy holder in respect of those securities. Under NI 54-101, if the Company appoints a NOBO or a nominee of the NOBO as a proxy holder as aforesaid, the NOBO or nominee of the NOBO, as applicable, must be given the authority to attend, vote and otherwise act for and on behalf of management in respect of all matters that may come before the Meeting and any adjournment or continuance thereof, unless corporate law does not permit the giving of that authority. Pursuant to NI 54-101, if the Company appoints a NOBO or its nominee as proxy holder as aforesaid the Company must deposit the form of Proxy within the timeframe specified above for the deposit of form of Proxy if the Company obtains the instructions at least one business day before the termination of that time. If a NOBO or a nominee of the NOBO is approved as a proxy holder pursuant to such request, the appointed proxy holder will need to attend the Meeting in person in order for their votes to be counted. However, attendance at the Meeting in person is strongly discouraged in light of the COIVD-19 pandemic.

NOBOs that wish to change their vote must in sufficient time in advance of the Meeting contact their Intermediary to arrange to change their vote. NOBOs should carefully follow the instructions of their Intermediaries, including those regarding when and where to complete the VIFs that are to be returned to their Intermediaries.

In accordance with the requirements of NI 54-101, the Company has distributed copies of the meeting materials to the Intermediaries for onward distribution to OBOs. Intermediaries are required to forward the meeting materials to OBOs unless, in the case of certain proxy-related materials, the OBO has waived the right to receive them. Very

often, Intermediaries will use service companies to forward the meeting materials to OBOs. With those meeting materials, Intermediaries or their service companies should provide OBOs with a “request for voting instruction form” which, when properly completed and signed by such OBO and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow. The purpose of this procedure is to permit OBOs to direct the voting of the shares that they beneficially own. The Company does not intend to pay for Intermediaries to deliver the proxy-related materials and VIFs to OBOs. An OBO will not receive the materials unless the OBO’s Intermediary assumes the cost of delivery.

Should an OBO wish to vote at the Meeting in person, the OBO must insert the OBO’s name (or such other person as the OBO wishes to attend and vote on the OBO’s behalf) in the blank space provided for that purpose on the “request for voting instruction form” and return the completed “request for voting instruction form” to the Intermediary or its service company or the OBO must submit, to their Intermediary, any other document in writing that requests that the OBO or a nominee of the OBO be appointed as proxy holder. In such circumstances an Intermediary who is the registered holder of, or holds a form of Proxy in respect of, securities owned by an OBO is required under NI 54-101 to arrange, without expense to the OBO, to appoint the OBO or a nominee of the OBO as a proxy holder in respect of those securities. Under NI 54-101, if an Intermediary appoints an OBO or the nominee of the OBO as a proxy holder as aforesaid, the OBO or nominee of the OBO, as applicable, must be given the authority to attend, vote and otherwise act for and on behalf of the Intermediary, in respect of all matters that may come before the Meeting and any adjournment or continuance thereof, unless corporate law does not permit the giving of that authority. Pursuant to NI 54-101 an Intermediary who appoints an OBO or its nominee as proxy holder as aforesaid is required under NI 54-101 to deposit the proxy within the timeframe specified above for the deposit of forms of Proxy if the Intermediary obtains the instructions at least one business day before the termination of that time. If the OBO or a nominee of the OBO is appointed a proxy holder pursuant to such request, the appointed proxy holder will need to attend the Meeting in person in order for their votes to be counted. However, attendance at the Meeting in person is strongly discouraged in light of the COIVD-19 pandemic.

These proxy-related materials are being sent to both registered Shareholders and Non-Registered Shareholders. If you are a Non-Registered Shareholder, and the Company has sent these proxy related materials directly to you, your name and address and information about your holdings of shares have been obtained in accordance with applicable securities requirements from the Intermediary 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 instruction forms as specified in the “request for voting instructions”.

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

No director or executive officer of the Company, or any person who has held such a position since the incorporation of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting, other than as may be otherwise set out herein.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed herein, no informed person of the Company, proposed director of the Company or any associate or affiliate of an informed person or proposed director, has any material interest, direct or indirect, in any transaction since the incorporation of the Company or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

The term “informed person” as defined in National Instrument 51-102 Continuous Disclosure Obligations means a director or executive officer of the Company, or any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company, other than voting securities held by the person or company as underwriter in the course of a distribution.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized share capital of the Company consists of an unlimited number of Common shares (the “ Common Shares ”) and an unlimited number of Class A Common shares (the “ Class A Shares ”). As at the date of this Circular, 33,852,739 Common Shares were issued and outstanding, each such share carrying the right to one vote at the Meeting, and 94,153.77 Class A Shares were issued and outstanding, each such share carrying one right to vote for each Common Share into which such Class A Share could then be converted. April 16, 2020 has been fixed by the directors of the Company as the record date (the “ Record Date ”) for the purpose of determining those Shareholders entitled to receive notice of and to vote at the Meeting. A holder of Common Shares or Class A Shares at the Record Date is entitled to vote such shares at the Special General Meeting. A holder of Class A Shares at the Record Date is entitled to vote such shares at the Class A Shareholder Meeting. Except for at the Class A Shareholder Meeting and except for matters where the holders of a class are entitled to vote as a separate class by law or as may otherwise be provided for in the Articles of the Company, the holders of the Common shares and Class A Shares shall vote together as a single class.

Subordinate Voting Shares

The holders of Common Shares (referred to in the rest of this section of the Circular only as “ Subordinate Voting Shares ”) are entitled to receive notice of and to attend and vote at all meetings of the Company Shareholders and each Subordinate Voting Share confers the right to one vote in person or by proxy at all meetings of the Company Shareholders.

The holders of the Subordinate Voting Shares are entitled to receive such dividends in any financial year as the Company’s Board may by resolution determine.

In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, holders of Subordinate Voting Shares are entitled to share rateably in such assets of the Company as are available for distribution.

Proportionate Voting Shares

The holders of Class A Shares (referred to in the rest of this section of the Circular only as “ Proportionate Voting Shares ”), have the right to receive dividends out of any cash or other assets legally available therefor, pari passu (on an as converted basis, assuming conversion of all shares of Proportionate Voting Shares into Subordinate Voting Shares at the applicable Conversion Ratio (as defined below)) as to dividends and any declaration or payment of any dividend on the Subordinate Voting Shares.

Subject to the liquidation rights of any class of shares in the capital of the Company ranking superior (none of which are currently issued and outstanding), in the event of the liquidation, dissolution or winding-up of the Company, either voluntary or involuntary, the holders of Proportionate Voting Shares and Subordinate Voting Shares shall be entitled to receive the assets of the Company available for distribution to Shareholders, distributed among the holders of Proportionate Voting Shares and Subordinate Voting Shares on a pro rata basis, based on: (i) the number of Subordinate Voting Shares; and (ii) the number of Proportionate Voting Shares (on an as converted basis, assuming conversion of all shares of Proportionate Voting Shares into Subordinate Voting Shares at the applicable Conversion Ratio) issued and outstanding on the record date.

The holders of Proportionate Voting Shares have the right to one vote for each Subordinate Voting Share into which such Proportionate Voting Shares could then be converted, and with respect to such vote, such holder has full voting rights and powers equal to the voting rights and powers of the holders of Subordinate Voting Shares, and is entitled, notwithstanding any provision hereof, to notice of any Shareholders’ meeting and is entitled to vote, together with holders of Subordinate Voting Shares, with respect to any question upon which holders of Subordinate Voting Shares have the right to vote.

Subject to certain conversion limitations, Proportionate Voting Shares are convertible, at the option of the holder of such Proportionate Voting Shares, at any time after the date of issuance of such share at the office of the Company or any transfer agent for such shares, into such number of fully paid and non-assessable Subordinate Voting Shares

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as is determined by multiplying the number of Proportionate Voting Share by the Conversion Ratio applicable to such share in effect on the date the Proportionate Voting Share is surrendered for conversion. The initial “ Conversion Ratio ” for each Proportionate Voting Share is that each Proportionate Voting Share is convertible into one hundred Subordinate Voting Shares; provided, however, that the applicable Conversion Ratio is subject to certain adjustments as provided in the Company’s articles.

Before any holder of Proportionate Voting Shares is entitled to convert Proportionate Voting Shares into Subordinate Voting Shares, the Board (or a committee thereof) will designate an officer of the Company to determine if any Conversion Limitation (as defined below) will apply to the conversion of Proportionate Voting Shares. Such “ Conversion Limitations ” include, among others, that the Company will not affect any conversion of Proportionate Voting Shares, and the holders of Proportionate Voting Shares will not have the right to convert any portion of the Proportionate Voting Shares, to the extent that after giving effect to such issuance after conversions, the aggregate number of Subordinate Voting Shares and Proportionate Voting Shares held of record, directly or indirectly, by residents of the United States (as determined in accordance with Rule 3b-4 under the U.S. Securities Exchange Act of 1934 , as amended (the “ Exchange Act ”)) would exceed 40% (the “ 40% Threshold ”) of the aggregate number of Subordinate Voting Shares and Proportionate Voting Shares issued and outstanding (the “ FPI Protective Restriction ”).

Notwithstanding the foregoing, the Company may require each holder of Proportionate Voting Shares to convert all, and not less than all, the Proportionate Voting Shares at the applicable Conversion Ratio (a “ Mandatory Conversion ”) if at any time after November 30, 2020, all the following conditions are satisfied:

(i) the Subordinate Voting Shares issuable upon conversion of all the Proportionate Voting Shares are registered for resale and may be sold by the holder of Proportionate Voting Shares pursuant to an effective registration statement and/or prospectus covering the Subordinate Voting Shares under the U.S. Securities Act;
(ii) the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; and
(iii) the Subordinate Voting Shares are listed or quoted (and are not suspended from trading) on a national securities exchange in the United States registered under Section 6 of the Exchange Act, or quoted in a “U.S. automated inter-dealer quotation system”, as such term is used for purposes of Rule 144A(d)(3)(i) of the U.S. Securities Act of 1933 , as amended.

Takeover Bid Protection

Under applicable securities laws in Canada, an offer to purchase Proportionate Voting Shares would not necessarily require that an offer be made to purchase Subordinate Voting Shares. In accordance with the rules of the Canadian Securities Exchange (the “ CSE ”) designed to ensure that, in the event of a take-over bid, the holders of Subordinate Voting Shares will be entitled to participate on an equal footing with holders of Proportionate Voting Shares, the holders of not less than 80% of the outstanding Proportionate Voting Shares have entered into a customary coattail agreement with the Company and a trustee (the “ Coattail Agreement ”). The Coattail Agreement contains provisions customary for dual-class, publicly-traded corporations designed to prevent transactions that otherwise would deprive the holders of Subordinate Voting Shares of rights under applicable securities laws in Canada to which they would have been entitled if the Proportionate Voting Shares had been Subordinate Voting Shares.

The undertakings in the Coattail Agreement do not apply to prevent a sale by the holders of Proportionate Voting Shares if concurrently an offer is made to purchase Subordinate Voting Shares that:

(i) offers a price per Subordinate Voting Share at least as high as the highest price per share to be paid pursuant to the take-over bid for the Proportionate Voting Shares;
(ii) provides that the percentage of outstanding Subordinate Voting Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of Proportionate Voting Shares to be sold (exclusive of Proportionate
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Voting Shares owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror);

(iii) has no condition attached other than the right not to take up and pay for Subordinate Voting Shares tendered if no shares are purchased pursuant to the offer for Proportionate Voting Shares; and
(iv) is in all other material respects identical to the offer for Proportionate Voting Shares.

The conversion of Proportionate Voting Shares into Subordinate Voting Shares, whether or not such Subordinate Voting Shares are subsequently sold, would not constitute a disposition of Proportionate Voting Shares for the purposes of the Coattail Agreement.

Under the Coattail Agreement, any sale of Proportionate Voting Shares by a holder of Proportionate Voting Shares party to the Coattail Agreement is conditional upon the transferee becoming a party to the Coattail Agreement, to the extent such transferred Proportionate Voting Shares are not automatically converted into Subordinate Voting Shares in accordance with the Company’s Articles.

The Coattail Agreement contains provisions for authorizing action by the trustee to enforce the rights under the Coattail Agreement on behalf of the holders of the Subordinate Voting Shares. The obligation of the trustee to take such action is conditional on us or holders of the Subordinate Voting Shares providing such funds and indemnity as the trustee may reasonably require. No holder of Subordinate Voting Shares will have the right, other than through the trustee, to institute any action or proceeding or to exercise any other remedy to enforce any rights arising under the Coattail Agreement unless the trustee fails to act on a request authorized by holders of not less than 10% of the outstanding Subordinate Voting Shares and reasonable funds and indemnity have been provided to the trustee.

The Coattail Agreement may not be amended, and no provision thereof may be waived, unless, prior to giving effect to such amendment or waiver, the following have been obtained: (i) the consent of the CSE and any other applicable securities regulatory authority in Canada; and (ii) the approval of at least 66⅔% of the votes cast by holders of Subordinate Voting Shares represented at a meeting duly called for the purpose of considering such amendment or waiver, excluding votes attached to Subordinate Voting Shares held directly or indirectly by holders of Proportionate Voting Shares, their affiliates and related parties and any persons who have an agreement to purchase Proportionate Voting Shares on terms which would constitute a sale for purposes of the Coattail Agreement other than as permitted thereby.

No provision of the Coattail Agreement limits the rights of any holders of Subordinate Voting Shares under applicable law.

Principal Holders of Voting Securities

To the knowledge of the directors and executive officers of the Company, as of the date hereof, only the following Shareholders beneficially own, or control or direct, directly or indirectly, shares carrying 10% or more of the voting rights attached to all outstanding voting securities of the Company entitled to vote at the Meeting:

Name	Number of Voting Shares Beneficially Owned, Controlled or Directed (directly or indirectly)(1)	Percentage of Issued and Outstanding Voting Shares as of the date hereof(1)
SH9 Holdings III	5,882,353	13.6%

Notes: 1. The information as to the number and percentage of common shares beneficially owned, directly or indirectly, or controlled or directed, has been obtained from the System for Electronic Disclosure by Insiders (“ SEDI ”) as of the date of this Circular and the percentage ownership is calculated on an as-converted basis assuming all shares issued and outstanding are converted to common shares.

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VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast in person or by form of Proxy at the Special General Meeting is required to pass the resolution(s) described herein as ordinary resolutions. A special majority, being not less than two-thirds of the votes cast in person or by form of Proxy at the Special General Meeting is required to pass the resolution(s) described herein as special resolutions. A special majority, being not less than two-thirds of the votes cast in person or by form of Proxy at the Class A Shareholder Meeting is required to pass the resolution(s) described herein as special separate resolutions.

ELECTION OF DIRECTORS

The Board of the Directors of the Company (the “ Board ”) is presently comprised of five directors. All of the nominees are currently directors of the Company and have been directors since the dates indicated in the following table.

The term of office of each of the present directors expires at the Meeting. Each director elected will hold office until the next annual general meeting of the Company unless that person ceases to be a director before then. The enclosed form of Proxy permits Shareholders to vote for each nominee on an individual basis. In the absence of instructions to the contrary, the shares represented by forms of Proxy will, on a poll, be voted for the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a director.

In the following table and notes thereto is stated the name of each proposed director, the province or state and country in which he or she is ordinarily resident, all offices of the Company now held by him or her, his or her principal occupation, the period of time for which he or she has been a director of the Company, and the number of shares of the Company beneficially owned by him or her, directly or indirectly, or over which he or she exercises control or direction, as of the date of this Circular:

Name, Province/State and Country of Residence and Present Offices Held	Date Elected or Appointed	Principal Occupation	Number of Common Shares(1)
MATTHEW SCHMIDT (2)(3) Ontario, Canada Director	March 29, 2018	 2017 to present, Vice President of The Green Organic Dutchman Holdings Ltd., a cannabis industry company listed on the Toronto Stock Exchange.  2015 to 2017, Vice President of Echelon Wealth Partners, an independently owned and operated wealth management and capital markets investment firm.  2007 to 2015, Vice President of Pope & Company Ltd., an independent full- service financial services firm.	27,100(4)
SERAFINO POSA(2)(3) Massachusetts, United States Director	July 24, 2018	 2010 to present, Director of Perdue Farms, which is the parent company of Perdue Foods and Perdue AgriBusiness. Perdue Foods is a major chicken, turkey, and pork processing company in the United States.  2014 to 2018 Chief Executive Officer of HCI Cleaning Products, LLC, a provider of home cleaning products.	125,000(5)

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Name, Province/State and Country of Residence and Present Offices Held	Date Elected or Appointed	Principal Occupation	Number of Common Shares(1)
JACOB F. HEIMARK California, United States Director and Chief Executive Officer	July 24, 2018	 April 2015 to present, President of Plus Products Holdings Inc. (Nevada), a subsidiary of the Company.  April 2015 to April 2018, President of Plus Products Holdings Inc., a Delaware company that merged with Plus Products Holdings Inc.	4,120,000(6)
CRAIG F. HEIMARK(2) California, United States Director, Chairman, Chief Strategy Officer(8) and Secretary	July 24, 2018	 April 2015 to present, Chairman of Plus Products Holdings Inc. (Nevada), a subsidiary of the Company.  April 2015 to present, Chairman of Plus Products Holdings Inc., a Delaware company that merged with Plus Products Holdings Inc.  1997 to present, Managing Partner of Hawthorn Group LLC, an international public affairs company of senior political and corporate communications specialists.	4,525,000(7)
JILL BRAFF(3) California, United States Director	November 1, 2019	 January 2018 to present, President of Brit +Co	Nil(9)

Notes :

Information furnished by the respective director nominees, represented on an as converted basis including shares held in Class A.
Member of the audit committee.
Member of the compensation committee.
This number does not include stock options to purchase 150,000 Common Shares held.
Held as 1,250 Class A Shares convertible into Common Shares at a ratio of 100:1 at the option of the holder.
Held as 1,000,000 Common Shares and 31,200 Class A shares convertible into Common Shares at a ratio of 100:1 at the option of the holder.
Held as 1,801,275 Common Shares and 27,237.25 Class A shares convertible into Common Shares at a ratio of 100:1 at the option of the holder.
Resigned as CFO effective April 1, 2019.
This number does not include restricted stock units exercisable into 125,000 Common Shares held.

No proposed director is being elected under any arrangement or understanding between the proposed director and any other person or company.

Management recommends the approval of each of the nominees listed above for election as directors of the Company for the ensuing year.

Cease Trade Orders and Bankruptcy

Except as disclosed in this Circular and below, no proposed director is, as at the date of this Circular, or has been, within ten years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:

(a) was subject to a cease trade or similar order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
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(b) was subject to a cease trade or similar 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.

For the purposes hereof, the term “order” means:

(a) a cease trade order;
(b) an order similar to a cease trade order; or
(c) an order that denied the relevant company access to any exemption under securities legislation,

that was in effect for a period of more than thirty consecutive days.

No proposed director:

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

Penalties and Sanctions

No proposed director of the Company has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in deciding whether to vote for a proposed director.

Director and Nominee Biographies:

Matthew Schmidt | Director

Mr. Schmidt is currently Executive Vice President for Corporate Development of The Green Organic Dutchman Holdings Ltd. (“ TGOD ”), a licensed producer of cannabis product based in Toronto, Canada, a position he has held since January 2017. Prior to joining TGOD, Mr. Schmidt worked as an investment banker, most recently as Vice President of Investment Banking at Echelon Wealth Partners, a leading independent wealth management and capital markets firm located in Toronto, Canada. Prior to Echelon, Mr. Schmidt was Vice President at Pope & Company, Ltd., an independent full-service financial services firm located in Toronto, Canada, where he worked as an investment banker from 2007 through 2015. Mr. Schmidt holds a Bachelor of Commerce Degree from the University of Windsor and a Masters of Business Administration from Wilfrid Laurier University.

Serafino Posa | Director

Mr. Posa is currently a member of the board of directors of Perdue Farms, where he serves as chair of its audit committee and formerly the chair of its compensation committee. Mr. Posa also serves on the board of directors of several private companies in which he has invested. Previously, Mr. Posa worked for over 30 years managing a large number of consumer products brands at The Quaker Oats Company, Kraft Foods, Polaroid and Gillette. Mr. Posa began his career in marketing/brand management and progressed into general management roles with global responsibilities. After retiring from Gillette, Mr. Posa transitioned into investing in early stage consumer companies,

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with emphasis on companies with new and innovative technologies. Mr. Posa organized a small group of senior consumer product executives and formed a company to identify and launch startup companies. The first company, HCI LLC, was launched in 2017 and Mr. Posa is the Chairman and CEO of the company. The company has introduced a non-toxic cleaning and disinfecting system under the Force of Nature brand name. Mr. Posa holds a Bachelor of Arts in Economics from Brown University and a Masters of Business Administration from the University of Chicago.

Jacob F. Heimark | Director and Chief Executive Officer

Mr. Jacob F. Heimark has worked in regulated industries for his entire career. Prior to founding the Company, he worked in scaling payment technology as a product manager with Gumroad and in risk management with Facebook. Mr. Heimark earned a Bachelor of Science in Human Biology and a Bachelor of Arts in Economics from Brown University in 2011.

Craig Heimark | Director, Chairman, Chief Strategy Officer and Secretary

Mr. Craig F. Heimark is currently the managing partner of the Hawthorne Group LLC, a strategic advisory firm founded in 1997 focused on consulting to high growth information technology and financial companies. Prior to joining the Company, Mr. Heimark was chairman and founder of CohesiveFT, a company that enables enterprises to build new and migrate existing applications to the cloud. Mr. Heimark also served as a director for Avistar, Inc. Additionally, Mr. Heimark served for over a decade as a Supervisory Board member of Deutsche-Börse AG (Frankfurt) where he chaired the Technology Committee. Prior to that, Mr. Heimark was a member of the Executive Board of Swiss Bank Corporation (now UBS) where he served as CIO and Head of Strategic Planning. Mr. Heimark began his career in Chicago where he was a General Partner of O’Connor and Associates, a proprietary options trading firm. Mr. Heimark holds a Bachelor of Arts in Economics and a Bachelor of Science in Biology from Brown University.

Jill Braff | Director

Ms. Jill Braff is currently President of Brit + Co. Prior to joining the Company, Ms. Braff has decades of experience in marketing and e-commerce as a senior executive at a number of well-known companies, in the following roles: Executive Vice President of Digital Commerce at HSN; General Manager of Ellen (DeGeneres) Digital Ventures; Vice President of Marketing at Ancestry.com. Ms. Braff holds a Bachelor of Arts Degree in English from Colgate University.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

Pursuant to the provisions of section 224 of the Business Corporations Act (British Columbia) (the “ BCBCA ”), the Company is required to have an Audit Committee comprised of at least three directors, the majority of whom must not be officers or employees of the Company.

National Instrument 52-110 - Audit Committees of the Canadian Securities Administrators (“ NI 52-110 ”) requires the Company, as a venture issuer, to disclose annually in its information circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth in the following:

The Audit Committee Charter

The Audit Committee Charter is attached as Schedule “A” to this Circular.

Composition of the Audit Committee

Name of Member	Independent(1)	Financially Literate(2)
Matthew Schmidt,Chair	Yes	Yes
CraigF. Heimark	No	Yes
Serafino Posa	Yes	Yes

Notes:

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(1) A member of the audit committee is independent if he or she has no direct or indirect ‘material relationship’ with the Corporation. A material relationship is a relationship which could, in the view of the Corporation’s Board of Directors, reasonably interfere with the exercise of a member’s independent judgment. An executive officer of the Corporation, such as the President or Secretary, is deemed to have a material relationship with the Corporation.
(2) A member of the audit committee is financially literate if he or she 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 reasonably be expected to be raised by the Corporation’s financial statements.

Relevant Education and Experience

In addition to each member’s general business experience, the education and experience of each Audit Committee member, see disclosure under “ Director and Nominee Biographies ”.

Audit Committee Oversight

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

Mandate and Responsibilities of the Audit Committee

The Audit Committee’s mandate and responsibilities are detailed in its Charter, and include: (i) reviewing and recommending for approval to the Board the financial statements, accounting policies that affect the statements, annual MD&A and associated press releases; (ii) being satisfied that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements and periodically assessing those procedures; (iii) establishing and maintaining complaint procedures regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; (iv) overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing such other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting; (v) pre-approving all non-audit services to be provided to the Company or its subsidiary entities by the external auditor; (vi) reviewing and monitoring the processes in place to identify and manage the principal risks that could impact the financial reporting of the Company; and (vii) reviewing and approving the Company’s hiring policies regarding partners, employees, and former partners and employees of the present and former external auditor of the Company.

The Audit Committee is to meet at least quarterly to review financial statements and MD&A and to meet with the Company’s external auditors at least once a year.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 ( De Minimis Non-audit Services ), or an exemption from NI 52110, in whole or in part, granted under Part 8 of NI 52-110.

The Company will rely on the exemptions provided for “venture issuers” in section 6.1 of NI 52- 110 with respect to Part 3 – Composition of the Audit Committee and Part 5 – Reporting Obligations.

External Auditor Service Fees

The aggregate fees billed by the Company’s external auditors in each of the last two fiscal years for audit fees are as follows:

Financial Year	Audit Fees	Accounting Services	Tax Fees	All other fees
December 31,2019	$424,457	$247,664	$94,453	n/a
December 31,2018	$270,629	$350,164	$27,099	n/a

Notes:

“Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s consolidated financial statements and fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.
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“Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
“Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with Nature of Services tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
“All Other Fees” include all other non-audit services.

STATEMENT OF CORPORATE GOVERNANCE

Corporate Governance

On June 30, 2005, the Canadian Securities Administrators enacted National Policy 58-201 – Corporate Governance Guidelines (the “ Governance Policy ”) and National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”). The Governance Policy provides guidelines on corporate governance practices while NI 58-101 requires Canadian reporting companies that are venture issuers to disclose their corporate governance practices in accordance with the disclosure items set out in Form 58-101F2.

The Company has reviewed its own corporate governance practices in light of the guidelines contained in the Governance Policy. The Company’s practices comply generally with the guidelines, however, the current directors of the Company consider that some of the guidelines are not suitable for the Company at its current state of development and, therefore, the Company’s governance practices do not reflect these particular guidelines. Given that the Company is relatively small in terms of both activities and market capitalization, the directors of the Company believe that the current governance structure is cost-effective and appropriate for the needs of the Shareholders.

Set out below is a description of the Company’s corporate governance practices as required to be disclosed by NI 58-101.

Board of Directors

The Board is currently composed of five directors, three of whom (Matthew Schmidt, Serafino Posa and Jill Braff are independent. The other two directors are Jacob Heimark, Chief Executive Officer of the Company, and Craig Heimark, Chairman, Chief Strategy Officer, and Secretary of the Company

Directors are expected to attend Board meetings and meetings of committees on which they serve and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities.

Board Mandate

The Board facilitates independent supervision of management through meetings of the Board and through frequent informal discussions among independent members of the Board and management. In addition, the Board has access to the Company’s external auditors, legal counsel and to any of the Company’s officers.

The Board has a stewardship responsibility to supervise the management of and oversee the conduct of the business of the Company, provide leadership and direction to management, evaluate management, set policies appropriate for the business of the Company and approve corporate strategies and goals.

The day-to-day management of the business and affairs of the Company is delegated by the Board to the senior officers of the Company. The Board will give direction and guidance through the Chief Executive Officer to management and will keep management informed of its evaluation of the senior officers in achieving and complying with goals and policies established by the Board.

The Board recommends nominees to the Shareholders for election as directors, and immediately following each annual general meeting appoints an Audit Committee.

The Board exercises its independent supervision over management by its policies that: (i) periodic meetings of the Board be held to obtain an update on significant corporate activities and plans; and (ii) all material transactions of the Company are subject to prior approval of the Board. To facilitate open and candid discussion among its

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independent directors, such directors are encouraged to communicate with each other directly to discuss ongoing issues pertaining to the Company.

Position Description

Because the Board is a small, working board, it has not yet developed written position descriptions and does not have a process for assessing the performance of the directors or the chair of the Board committees.

The Chief Executive Officer of the Company is responsible for the general management of the day-to-day affairs of the Company within the guidelines established by the Board, consistent with decisions requiring prior approval of the Board.

Other Reporting Issuer Experience

The following table sets out the directors, officers and promoters of the Company that are, or have been within the last five years, directors, officers or promoters of other issuers that are or were reporting issuers in any Canadian jurisdiction:

Name of Director,	Name of Reporting		Position		Term
Officer or	Issuer
Promoter
Matthew Schmidt	The Green Organic	TSX	Executive Vice	October	2017 to
	Dutchman Holdings		President of Corporate	present
	Ltd.		Holdings

Orientation and Continuing Education

While the Company does not have formal orientation and training programs, orientation of new members of the Board is conducted by informal meetings with members of the Board, briefings by management, and the provision of copies of or access to the Company’s documents.

The Company has not yet adopted formal policies respecting continuing education for Board members. Board members are encouraged to communicate with management, legal counsel, auditors and consultants, to keep themselves current with industry trends and developments and changes in legislation with management’s assistance, and to attend related industry seminars and visit the Company’s operations. Board members have full access to the Company’s records.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by governing corporate legislation and the common law, and the restrictions placed by the BCBCA on an individual director’s participation in decisions of the Board in which the director has an interest, have helped to ensure that the Board operates independently of management and in the best interests of the Company.

Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of a company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, if a director of a company also serves as a director or officer of another company engaged in similar business activities to the first company, that director must comply with the conflict of interest provisions of the BCBCA, as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors that evoke such a conflict.

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Nomination of Directors

The Company does not have a stand-alone nomination committee. The full Board has responsibility for identifying potential Board candidates. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors. Members of the Board and representatives of the industry are consulted for possible candidates.

Compensation

The Compensation Committee conducts reviews with regard to directors’ and officers’ compensation at least once a year. For information regarding the steps taken to determine compensation for the directors and the executive officers, see disclosure under heading “ Statement of Executive Compensation ”.

Other Board Committees

In addition to the Audit Committee, the Board has also appointed a Compensation Committee composed entirely of independent directors. The members of the Compensation Committee are Serafino Posa (chair), Matthew Schmidt and Jill Braff. The Compensation Committee is responsible for the development and supervision of the Company’s approach to compensation for directors, officers, and senior management as well as bonuses and any increases in compensation to employees or staff that would have a material impact on the Company’s expenses. The Board has no other committees other than the Audit Committee and the Compensation Committee.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees. On an ongoing annual basis, the Board assesses the performance of the Board as a whole, each of the individual directors and each committee of the Board in order to satisfy itself that each is functioning effectively.

STATEMENT OF EXECUTIVE COMPENSATION

For the purpose of this Circular:

“ CEO ” means each individual who acted as Chief Executive Officer of the Company or acted in a similar capacity for any part of the most recently completed financial year;

“ CFO ” means each individual who acted as Chief Financial Officer of the Company or acted in a similar capacity for any part of the most recently completed financial year; and

“ Named Executive Officer ” or “ NEO ” means: (i) a CEO; (ii) a CFO; (iii) each of the Company’s three most highly compensated executive officers, including any of the Company’s subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year and whose total compensation was, individually, more than $150,000 as determined in accordance with subsection 1.2 of Form 51-102F6V - Statement of Executive Compensation Venture Issuers , for that financial year; and (iv) each individual who would be a NEO under paragraph (iii) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity at the end of the most recently completed financial year.

During the year ended December 31, 2019, the Company had five NEOs, namely Jacob F. Heimark, the CEO of the Company, Craig F. Heimark, the Chairman, CFO[1] , Secretary and Chief Strategy Officer of the Company, Jon Paul, the CFO of the Company, and Jennifer Tung, the Chief Risk Officer of the Company. Marc Seguin served as the Chief Revenue Officer from April 30, 2019 through March 16, 2020.

1 Craig F. Heimark resigned as CFO effective April 1, 2019. Jon Paul was appointed CFO effective April 1, 2019.

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Compensation Discussion & Analysis

The purpose of this Compensation Discussion and Analysis is to provide information about the Company’s executive compensation objectives and processes and to discuss compensation decisions relating to its NEOs listed in the Summary Compensation Table set out below.

The Board assumes responsibility for reviewing and monitoring the long-range compensation strategy for the senior management of the Company. In determining executive compensation, the Board considers the Company’s financial circumstances at the time decisions are made regarding executive compensation, and also the anticipated financial situation of the Company in the mid and long-term.

The Compensation Committee is responsible for the development and supervision of the Company’s approach to compensation for directors, officers, and senior management as well as bonuses and any increases in compensation to employees or staff that would have a material impact on the Company’s expenses.

Compensation Objectives and Principles

The compensation program for the senior management of the Company is designed to ensure that the level and form of compensation achieves certain objectives, including:

(i) attracting and retaining qualified executives;
(ii) motivating the short and long-term performance of these executives; and
(iii) better aligning their interests with those of the Company’s shareholders.

In compensating its senior management, the Company has employed a combination of base salary, bonus compensation and equity participation through its Amended and Restated Stock Option Plan (as defined below). The Company does not provide any retirement benefits for its directors or officers.

Elements of Compensation

In the Board’s view, paying base salaries which are reasonable in relation to the level of service expected while remaining competitive in the markets in which the Company operates is a first step to attracting and retaining qualified and effective executives. Competitive salary information on comparable companies within the Company’s industry is compiled from a variety of sources, including national and international publications.

The Board will consider executive bonus compensation dependent upon the Company meeting its strategic objectives and milestones and sufficient cash resources being available for the granting of bonuses.

The Company believes that encouraging its executives and employees to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation is accomplished through the Company’s Amended and Restated Stock Option Plan. Options may be granted to executives and employees taking into account a number of factors, including the amount and term of options previously granted, base salary and bonuses and competitive factors. The amounts and terms of options granted are determined by the Board.

The compensation of the Company’s NEOs is determined by the Company’s Board of Directors.

The Board compensation program is designed to provide competitive levels of compensation, a significant portion of which is dependent upon individual and corporate performance and contribution to increasing shareholder value. The Board recognizes the need to provide a total compensation package that will attract and retain qualified and experienced executives as well as align the compensation level of each executive to that executive’s level of responsibility. In general, a NEO’s compensation is comprised of a salary / consulting fees, annual bonuses and stock option grants. The objectives and reasons for this system of compensation are generally to allow the Company to remain competitive compared to its peers in attracting and retaining experienced personnel.

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The Compensation Committee has not established a formal set of benchmarks or performance criteria to be met by NEOs, rather, the members of the Compensation Committee use their own assessments of the success (or otherwise) of the Company, both absolutely or in relation to companies they consider to be its peers, to determine, collectively, whether or not the executive officers are successfully achieving the Company business plan and strategy and whether they have over, or under, performed in that regard. The Compensation Committee has not established any set or formal formula for determining executive officer compensation, either as to the amount thereof or the specific mix of compensation elements.

The Compensation Committee has the authority to engage and compensate, at the expense of the Company, any outside advisor that it determines to be necessary to permit it to carry out its duties (including compensation consultants and advisers), but it did not retain any such outside consultants or advisors during the financial year ended December 31, 2019. However, the Compensation Committee has recently engaged a third-party consulting firm to do a full review of the Company’s senior level compensation starting with the CEO and Board of Directors.

Neither the Board nor the Compensation Committee has proceeded to a formal evaluation of the implications of the risks associated with the Company’s compensation policies and practices. Risk management is a consideration of the Board when implementing its compensation program, and the Board and the Compensation Committee does not believe that the Company’s compensation program results in unnecessary or inappropriate risk taking including risks that are likely to have a material adverse effect on the Company.

Stock option grants are designed to reward the NEOs for success on a similar basis as the shareholders of the Company, but these rewards are highly dependent upon the volatile stock market, much of which is beyond the control of the NEOs.

Compensation Governance

In establishing compensation for executive officers, the Board as a whole seeks to accomplish the following goals:

(i) To recruit and subsequently retain highly qualified executive officers by offering competitive compensation and benefits;
(ii) To motivate executives to achieve important corporate and personal performance objectives and reward them when such objectives are met; and
(iii) To align the interests of executive officers with the long-term interests of shareholders through participation in the Amended and Restated Stock Option Plan.

When considering the appropriate executive compensation to be paid to our officers, the Board have regard to a number of factors including: (i) recruiting and retaining executives critical to the success of the Company and the enhancement of Shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and the Shareholders; (iv) rewarding performance, both on an individual basis and with respect to operations generally; and (v) available financial resources.

The Compensation Committee Charter

The Compensation Committee Charter is attached as Schedule “B” to this Circular. The Compensation Committee’s mandate and responsibilities are detailed in its Charter, and include: (i) reviewing and approving corporate goals and objectives relevant to CEO total compensation, evaluating the CEO’s performance in light of those corporate goals and objectives, and determining (or making recommendations to the Board with respect to) the CEO’s total compensation level based on this evaluation; (ii) making recommendations to the Board with respect to Key Employees’ (as defined in the Charter) total compensation, incentive-compensation plans, and equity-based plans; and (iii) reviewing and approving compensation disclosures before the Company publicly discloses this information.

Compensation Risks

The Board is keenly aware of the fact that compensation practices can have unintended risk consequences. The Board will continually review the Company’s compensation policies to identify any practice that might encourage

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an employee to expose the Company to unacceptable risk. At the present time the Board is satisfied that the current executive compensation program does not encourage the executives to expose the business to inappropriate risk. The Board takes a conservative approach to executive compensation rewarding individuals for the success of the Company once that success has been demonstrated and incenting them to continue that success through the grant of long-term incentive awards.

Hedging Policy

The Company has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if insiders and other certain persons engage in certain types of transactions. Therefore, the Board is currently in development of a formal hedging policy.

Option-based Awards

Long-term incentives in the form of stock options are intended to align the interests of the Company’s directors and executive officers with those of the Company’s Shareholders and to provide a long-term incentive to reward those individuals for their contribution to the generation of shareholder value, while reducing the burden of cash compensation that would otherwise be payable by the Company.

The Amended and Restated Stock Option Plan is administered by the Board. In determining the number of incentive stock options to be granted to the NEOs, the Board has regard to several considerations including previous grants of stock options and the overall number of outstanding stock options relative to the number of outstanding Common Shares, as well as the degree of effort, time, responsibility, ability, experience and level of commitment of the executive officer. For a detailed discussion of the Amended and Restated Stock Option Plan, please see disclosure under “ Stock Option Plans and Other Incentive Plans ”.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

Other than as disclosed in this Circular, the only arrangements the Company has, standard or otherwise, pursuant to which the Company compensated directors for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as a consultant or expert during the most recently completed financial year or subsequently, are by: (i) the issuance of incentive stock options; and (ii) reimbursement for out-of-pocket expenses incurred on behalf of the Company

The compensation paid to the NEOs and directors during the Company’s two most recently completed financial years ended December 20, 2019 and 2018, excluding compensation securities, is as set out below and expressed in US dollars unless otherwise noted:

Table of Compensation excluding Compensation Securities

		Salary, consulting fee,		Committee		Value of all other
Name and position	Year	retainer or commission	Bonus	or meeting fees	Value of perquisites	compensa- tion	Total compensation
		($)	($)	($)	($)	($)	($)
Jacob F. Heimark, CEO and Director	2019 2018(1)	$185,096 $146,070	$87,500 $0	$0 $0	$0 $0	$0 $0	$272,596 $146,070
Craig F. Heimark Chairman, CFO(2), Secretary, Chief Strategy Officer and Director	2019 2018(1)	261,294 $187,704	125,000 $0	0 $0	0 $0	0 $0	$386,294 $187,704
Matthew Schmidt President(3)& Director	2019 2018	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0

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		Salary, consulting fee,		Committee		Value of all other
Name andposition	Year	retainer or commission	Bonus	or meeting fees	Value of perquisites	compensa- tion	Total compensation
Jennifer Tung, Chief Risk Officer	2019 2018(4)	$252,677 $48,575	$0 $0	$0 $0	$0 $0	$0 $0	$252,677 $48,575
Jon Paul, CFO(5)	2019 2018	$237,750 Nil	$0 Nil	$0 Nil	$0 Nil	$0 Nil	$237,750 Nil
Jill Braff, Director(6)	2019 2018	$0 Nil	$0 Nil	$0 Nil	$0 Nil	$0 Nil	$0 Nil
Serafino Posa, Director	2019 2018(1)	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0

Notes:

(1) Appointed as a director and/or officer, as applicable, on July 24, 2018.

(2) Resigned as Chief Financial Officer on April 1, 2019 and appointed as Chief Strategy Officer on April 1, 2019.

(3) Resigned as President on July 24, 2018.

(4) Appointed as an officer on September 17, 2018.

(5) Appointed as an officer on April 1, 2019.

(6) Appointed as a director on November 1, 2019.

Stock Options and Other Compensation Securities

The following table sets forth information in respect of all compensation securities granted or issued to each director and NEO by the Company or one of its subsidiaries for services provided or to be provided, directly or indirectly to the Company or its subsidiaries in the Company’s most recently completed financial year ended December 31, 2019.

		Compensation Securities	Compensation Securities	Compensation Securities
Name and position	Type of compensation security	Number of compensatio n securities, number of underlying securities and percentage of class	Date of issue or grant	Issue, conversion or exercise price	Closing price of security or underlying securing on date of grant	Closing price of security or underlying security at year end	Expiry date
Jacob F. Heimark(1), CEO and Director	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Craig F. Heimark(1), Chairman, CFO(2), Secretary and Director	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Matthew Schmidt President(3)& Director(4)	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Jennifer Tung, Chief Risk Officer(5)	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Jon Paul, CFO(7)	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Serafino Posa(1), Director	N/A	Nil	N/A	N/A	N/A	N/A	N/A

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		Compensation Securities	Compensation Securities	Compensation Securities
Name and position	Type of compensation security	Number of compensatio n securities, number of underlying securities and percentage of class	Date of issue or grant	Issue, conversion or exercise price	Closing price of security or underlying securing on date of grant	Closing price of security or underlying security at year end	Expiry date
Jill Braff, Director(8)	Restricted Stock Units	125,000	Dec 13, 2019	$1.62	$1.62	$1.65	Dec 13, 2029

Notes:

(1) Appointed as a director and/or officer, as applicable, on July 24, 2018.

(2) Resigned as Chief Financial Officer on April 1, 2019.

(3) Resigned as President on July 24, 2018.

(4) Appointed as a director on March 29, 2018.

(5) Appointed as an officer on September 17, 2018.

(7) Appointed as an officer on April 1, 2019.

(8) Appointed as a director on November 1, 2019.

Exercise of Compensation Securities by Directors and NEOs

No director or NEO exercised compensation securities during the Company’s most recently completed financial year ended December 31, 2019.

Stock Option Plans and Other Incentive Plans

On July 23, 2018, the Board adopted a stock option and incentive plan (the “ Amended and Restated Stock Option Plan ”) under which options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend entitlements or other stock-based awards may be granted to the Company’s directors, officers, employees and consultants.

The underlying purpose of the Amended and Restated Stock Option Plan is to attract and motivate the directors, officers, employees and consultants of the Company and to advance the interests of the Company by affording such persons with the opportunity to acquire an equity interest in the Company through rights granted under the Amended and Restated Stock Option Plan. For details of the Amended and Restated Stock Option Plan, see Schedule “C” attached hereto.

The aggregate number of Common Shares which are reserved for issuance pursuant to all awards under the Amended and Restated Stock Option Plan is fixed at 15% percent of the issued and outstanding Common Shares (including the number of Common Shares issuable upon conversion of the Class A Shares).

On May 7, 2019, the Board approved amendments to the Amended and Restated Stock Option Plan and on August 15, 2019, the Shareholders holding over 50% of the voting securities of the Company approved and consented in writing to a further amendment to the Amended and Restated Stock Option Plan to increase the number of Common Shares reserved for the issuance of stock options pursuant to the Amended and Restated Stock Option Plan to 15% percent of the issued and outstanding Common Shares (including the number of Common Shares issuable upon conversion of the Class A Shares) in the capital of the Company from time to time.

The Company has no other form of compensation plan under which equity securities of the Company are authorized for issuance to employees or non-employees in exchange for consideration in the form of goods and services.

The following is a summary of material terms of the Amended and Restated Stock Option Plan:

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(i) subject to adjustment as provided in the Amended and Restated Stock Option Plan, the aggregate number of Common Shares that may be issued under all awards under the Amended and Restated Stock Option Plan will be 15% of the number of Common Shares outstanding, and for clarity, including the number of Common Shares issuable on conversion of the Class A Shares;
(ii) no non-employee director may be granted any award or awards denominated in Common Shares that exceed in the aggregate $600,000 (such value computed as of the date of grant in accordance with applicable financial accounting rules) in any calendar year;
(iii) with respect to options:
(A) the purchase price per Common Share purchasable under an option will be determined by a committee of the Board (the “ Committee ”) and shall not be less than 100% of the Fair Market Value (as defined in the Amended and Restated Stock Option Plan) of a Common Share on the date of grant of such option; and
(B) the term of each option shall be fixed by the Committee at the date of grant but will not be longer than 10 years from the date of grant;
(iv) with respect to Incentive Stock Options (as defined in the Amended and Restated Stock Option Plan):
(A) the Committee will not grant Incentive Stock Options in which the aggregate Fair Market Value (determined as of the time the option is granted) of the Common Shares with respect to which Incentive Stock Options are exercisable for the first time by any participant during any calendar year shall exceed $100,000;
(B) the maximum number of Common Shares that may be issued pursuant to Incentive Stock Options shall not exceed 15% of the number of Common Shares outstanding, and for clarity, including the number of Common Shares issuable on conversion of the Class A Shares;
(C) all Incentive Stock Options must be granted within ten years from the earlier of the date on which the Amended and Restated Stock Option Plan was adopted by the Board or the date the Amended and Restated Stock Option Plan was approved by the Shareholders;
(D) all Incentive Stock Options will expire and no longer be exercisable no later than ten years after the date of grant; provided, however, that in the case of a grant of an Incentive Stock Option to a participant who, at the time such option is granted, owns (within the meaning of Section 422 of the U.S. internal Revenue Code of 1986 (the “ Code ”)) shares possessing more than 10% of the total combined voting power of all classes of shares of the Company, such Incentive Stock Option shall expire and no longer be exercisable no later than five years from the date of grant; and
(E) the purchase price per Subordinate Voting Share for an Incentive Stock Option shall be not less than 100% of the Fair Market Value of a Subordinate Voting Share on the date of grant of the Incentive Stock Option; provided, however, that, in the case of the grant of an Incentive Stock Option to a participant who, at the time such Option is granted, owns (within the meaning of Section 422 of the Code) shares possessing more than 10% of the total combined voting power of all classes of shares of the Company, the purchase price per Common Share purchasable under an Incentive Stock Option shall be not less than 110% of the Fair Market Value of a Common Share on the date of grant of the Incentive Stock Option;
(v) with respect to stock appreciation rights:
(A) stock appreciation rights granted under the Amended and Restated Stock Option Plan will confer on the holder thereof a right to receive upon exercise thereof the excess of: (i) the Fair Market Value of one share on the date of exercise over; (ii) the grant price of the stock appreciation right
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as specified by the Committee, which price shall not be less than 100% of the Fair Market Value of one share on the date of grant of the stock appreciation right; and

(B) the grant price, term, methods of exercise, dates of exercise, methods of settlement and any other terms and conditions of any stock appreciation right will be as determined by the Committee;
(vi) shares of restricted stock and restricted stock units shall be subject to such restrictions as the Committee may impose;
(vii)
with respect to performance awards:
(A) performance awards granted under the Amended and Restated Stock Option Plan: (i) may be denominated or payable in cash, Common Shares (including, without limitation, restricted stock and restricted stock units), other securities, other awards or other property; and (ii) will confer on the holder thereof the right to receive payments, in whole or in part, upon the achievement of one or more objective performance goals during such performance periods as the Committee will establish; and
(B) the performance goals to be achieved during any performance period, the length of any performance period, the amount of any performance award granted, the amount of any payment or transfer to be made pursuant to any performance award and any other terms and conditions of any performance award will be determined by the Committee;
(viii) with respect to dividend entitlements:
(A) holders of dividend entitlements will be entitled to receive payments (in cash, Common Shares, other securities, other awards or other property as determined in the discretion of the Committee) equivalent to the amount of cash dividends paid by the Company to holders of Common Shares with respect to a number of Common Shares determined by the Committee; and
(B) such dividend equivalents may have such terms and conditions as the Committee will determine;
(ix) with respect to other-stock based awards:
(A) the Committee is authorized to grant such other awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Common Shares (including, without limitation, securities convertible into Common Shares), as are deemed by the Committee to be consistent with the purpose of the Amended and Restated Stock Option Plan; and
(B) the Committee will determine the terms and conditions of such awards; provided, however, no other-stock based award shall contain a purchase right or an option-like exercise feature.

Pension Plan Benefits

The Company does not have any pension or retirement plan.

Employment, consulting and management agreements

There are currently no termination or change in control benefits in the terms of employment for any employee of the Company.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plan which the Company has in place is the Amended and Restated Stock Option Plan. The following table sets out equity compensation plan information as at the Company’s December 31, 2019 financial year end.

Equity Compensation Plan Information

	Number of securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected incolumn(a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by shareholders	4,427,304	CAD$3.44	1,873,251
Equity compensation plans not approved by shareholders	n/a	n/a	n/a
Total	4,427,304	CAD$3.44	1,873,251

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

At no time during the last completed financial year was any current director, executive officer or employee or any former director, executive officer or employee of the Company, or any proposed nominee for election as a director of the Company:

(a) indebted to the Company; or
(b) indebted to another entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company,

other than routine indebtedness.

APPOINTMENT OF AUDITOR

MNP LLP, Chartered Accountants, Suite 2200, MNP Tower, 1021 West Hastings Street, Vancouver, British Columbia V6E 0C3, will be nominated at the Meeting for appointment as auditor of the Company, to hold office until the next annual general meeting. MNP LLP was first appointed as the Company’s auditor on April 11, 2019.

MANAGEMENT CONTRACTS

There are no management functions of the Company, which are to any substantial degree performed by a person or company other than the directors or executive officers of the Company.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Alteration to Share Structure and Articles

The Board of the Company deems it to be in the best interest of the Company to alter the Company’s authorized share structure to create a class of Class B Common shares (the “ Class B Subordinate Voting Shares ”) and to amend the Articles of the Company to create special rights and restrictions attached to the Class B Subordinate Voting Shares, and amend the special rights and restrictions attached to the Company’s shares to include reference to those classes.

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The Class B Subordinate Voting Shares are being proposed in order to reduce the total percentage of outstanding voting shares of the Company that are held by “U.S. residents” without adversely affecting the voting power or economic rights of holders of Common Shares (also referred to in this Circular as Subordinated Voting Shares) and to preserve the Company’s status as a “foreign private issuer” for purposes of United States securities laws.

Summary of the Class B Subordinate Voting Share Terms

The following is a summary of the rights, privileges, restrictions and conditions attaching to the Class B Subordinate Voting Shares and is qualified in its entirety by reference to the full text of the special rights and restrictions attached as Schedule “D” to the Company’s May 8, 2020 management proxy circular.

Voting Rights

The holders of Class B Subordinate Voting Shares have the right to one vote for each Common Share into which such Class B Subordinate Voting Shares could then be converted, and with respect to such vote, such holder has full voting rights and powers equal to the voting rights and powers of the holders of Common Shares, and is entitled, notwithstanding any provision hereof, to notice of any Shareholders’ meeting and is entitled to vote, together with holders of Common Shares, with respect to any question upon which holders of Common Shares have the right to vote.

Dividend Rights

The holders of Class B Subordinate Voting Shares have the right to receive dividends out of any cash or other assets legally available therefor, pari passu (on an as converted basis, assuming conversion of all shares of Class B Subordinate Voting Shares into Common Shares at the applicable Conversion Ratio (as defined below)) as to dividends and any declaration or payment of any dividend on the Common Shares.

Liquidation Rights

Subject to the liquidation rights of any class of shares in the capital of the Company ranking superior (none of which are currently issued and outstanding), in the event of the liquidation, dissolution or winding-up of the Company, either voluntary or involuntary, the holders of Class B Subordinate Voting Shares and Common Shares shall be entitled to receive the assets of the Company available for distribution to Shareholders, distributed among the holders of Class B Subordinate Voting Shares, the Class A Shares (also referred to as the Proportionate Voting Shares in this Circular) and Common Shares on a pro rata basis, based on: (i) the number of Common Shares; (ii) the number of Class A Shares (on an as converted basis, assuming conversion of all shares of Class A Shares into Common Shares at the applicable Conversion Ratio) issued and outstanding on the record date; and (iii) the number of Class B Subordinate Voting Shares (on an as converted basis, assuming conversion of all shares of Class B Subordinate Voting Shares into Common Shares at the applicable Conversion Ratio) issued and outstanding on the record date.

Conversion Rights

Subject to certain conversion limitations, Class B Subordinate Voting Shares are convertible, at the option of the holder of such Class B Subordinate Voting Shares, at any time after the date of issuance of such share at the office of the Company or any transfer agent for such shares, into such number of fully paid and non-assessable Common Shares as is determined by multiplying the number of Class B Subordinate Voting Share by the Conversion Ratio applicable to such share in effect on the date the Class B Subordinate Voting Share is surrendered for conversion. The initial “ Conversion Ratio ” for each Class B Subordinate Voting Share is that each Class B Subordinate Voting Share is convertible into one two-hundredth (1/200) of a Common Share; provided, however, that the applicable Conversion Ratio is subject to certain adjustments as provided in the Company’s articles.

Conversion Conditions

Before any holder of Class B Subordinate Voting Shares is entitled to convert Class B Subordinate Voting Shares into Common Shares, the Board (or a committee thereof) will designate an officer of the Company to determine if any Conversion Limitation (as defined below) will apply to the conversion of Class B Subordinate Voting Shares. Such “Conversion Limitations” include, among others, that the Company will not affect any conversion of Class B Subordinate Voting Shares, and the holders of Class B Subordinate Voting Shares will not have the right to convert any portion of the Class B Subordinate Voting Shares, to the extent that after giving effect to such issuance after

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conversions, the aggregate number of Common Shares, Class A Shares and Class B Subordinate Voting Shares held of record, directly or indirectly, by residents of the United States (as determined in accordance with Rule 3b-4 under the Exchange Act) would exceed 40% (the “ 40% Threshold ”) of the aggregate number of Common Shares, Class A Shares and Class B Subordinate Voting Shares issued and outstanding (the “ FPI Protective Restriction ”).

Notwithstanding the foregoing, the Company may require each holder of Class B Subordinate Voting Shares to convert all, and not less than all, the Class B Subordinate Voting Shares at the applicable Conversion Ratio (a “ Mandatory Conversion ”) if at any time after November 30, 2020, all the following conditions are satisfied:

(i) the Class B Subordinate Voting Shares issuable upon conversion of all the Class B Subordinate Voting Shares are registered for resale and may be sold by the holder of Class B Subordinate Voting Shares pursuant to an effective registration statement and/or prospectus covering the Class B Subordinate Voting Shares under the U.S. Securities Act;
(ii) the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; and
(iii) the Subordinate Voting Shares are listed or quoted (and are not suspended from trading) on a national securities exchange in the United States registered under Section 6 of the Exchange Act, or quoted in a “U.S. automated inter-dealer quotation system”, as such term is used for purposes of Rule 144A(d)(3)(i) of the U.S. Securities Act of 1933, as amended.

Pre-Emptive Rights

The holders of Class B Subordinate Voting Shares will have no pre-emptive rights.

Pursuant to the Company’s Articles, at the Special General Meeting, the Shareholders will be asked to approve the following special resolution:

RESOLVED, AS A SPECIAL RESOLUTION THAT:

The authorized share structure of the Company be altered by creating an unlimited number of Class B Common shares (the “ Shares ”), and attaching to the Shares the special rights and restrictions attached as Schedule “D” to the Company’s May 8, 2020 management proxy circular.
The Articles of the Company be altered by attaching to the Articles the special rights and restrictions as set out in Part 28 in Schedule “D” to the Company’s May 8, 2020 management proxy circular.
The alterations made to the Company’s authorized share structure and Articles shall not take effect until the Notice of Articles of the Company is altered to reflect such alterations to the authorized share structure and Articles of the Company.
The Notice of Articles of the Company be altered to reflect the alterations to the Company’s authorized share structure and Articles authorized herein above.
Any one Director or Officer of the Company is hereby authorized and directed for and on behalf of the Company to execute and deliver, under corporate seal of the Company or otherwise, the Notice of Alteration and all such other documents and instruments and to do all such other acts and things as in his or her opinion may be necessary or desirable to give full effect to the above resolutions.

Automatic Conversion of Class A Common Shares

The Board of the Company deems it to be in the best interest of the Company to have all of the Class A Shares automatically convert into Common Shares (also referred to in this Circular as Subordinated Voting Shares). The Class A Shares were initially authorized and held by U.S. residents for the purposes of preserving the Company’s status as a “foreign private issuer” under United States securities laws. Assuming the authorization of the class of Class B Subordinate Voting Shares (i.e. the Class B Common shares) and issuance of a sufficient number of Class B Subordinate Voting Shares to non-U.S. residents, the Board of the Company has determined that the class of Class A Shares will no longer be required to preserve the Company’s status as a “foreign private issuer” under United States securities laws.

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Pursuant to the Company’s Articles, at the Class A Shareholder Meeting, the holders of Class A Shares will be asked to approve the following separate special resolution:

RESOLVED, AS A SEPARATE SPECIAL RESOLUTION THAT:

The automatic conversion of all of the 94,153.77 Class A Common Shares into 9,415,377 Common Shares on or about June 19, 2020 in accordance with the Articles of the Company is hereby authorized and approved.
Any one Director or Officer of the Company is hereby authorized and directed for and on behalf of the Company to execute and deliver, under corporate seal of the Company or otherwise, and all such documents and instruments and to do all such other acts and things as in his or her opinion may be necessary or desirable to give full effect to the above resolutions.

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR at www.sedar.com under “Company Profiles - Plus Products Inc.”. The Company’s audited consolidated financial statements and management discussion and analysis (“ MD&A ”) for the period ended December 31, 2019 are available for review under the Company’s profile on SEDAR. Shareholders may contact the Company to request copies of the financial statements and MD&A by: (i) email to Blake Brennan at [email protected] or (ii) telephone to +1 (650) 223-5478.

OTHER MATTERS

Management knows of no other matters to come before the Meeting, other than those referred to in the Notice of Meeting accompanying this Circular. However, if any other matters shall properly come before said Meeting, it is the intention of the persons designated by management of the Company in the form of Proxy accompanying this Circular to vote the same in accordance with their best judgment of such matters.

APPROVAL OF INFORMATION CIRCULAR

The contents of this Circular have been approved and its mailing authorized by the directors of the Company.

DATED at Vancouver, British Columbia, the 8[th] day of May, 2020.

ON BEHALF OF THE BOARD OF PLUS PRODUCTS INC.

“Jacob F. Heimark”

Jacob F. Heimark Chief Executive Officer and Director

SCHEDULE “A”

AUDIT COMMITTEE CHARTER

( see attached)

PLUS PRODUCTS INC. CHARTER OF THE AUDIT COMMITTEE

1. PURPOSE AND PRIMARY RESPONSIBILITY

1.1 This charter sets out the Audit Committee’s purpose, composition, member qualification, member appointment and removal, responsibilities, operations, manner of reporting to the Board of Directors (the “ Board ”) of Plus Products Inc. (the “ Company ”), annual evaluation and compliance with this charter.

1.2 The primary responsibility of the Audit Committee is that of oversight of the financial reporting process on behalf of the Board. This includes oversight responsibility for financial reporting and continuous disclosure, oversight of external audit activities, oversight of financial risk and financial management control, and oversight responsibility for compliance with tax and securities laws and regulations as well as whistle blowing procedures. The Audit Committee is also responsible for the other matters as set out in this charter and/or such other matters as may be directed by the Board from time to time. The Audit Committee should exercise continuous oversight of developments in these areas.

2. MEMBERSHIP

2.1 At least a majority of the Audit Committee must be comprised of independent directors of the Company as defined in sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees (“ NI 52-110 ”), provided that should the Company become listed on a senior exchange, each member of the Audit Committee will also satisfy the independence requirements of such exchange.

2.2 The Audit Committee will consist of at least two members, all of whom shall be financially literate, provided that an Audit Committee member who is not financially literate may be appointed to the Audit Committee if such member becomes financially literate within a reasonable period of time following his or her appointment. Upon graduating to a more senior stock exchange, if required under the rules or policies of such exchange, the Audit Committee will consist of at least three members, all of whom shall meet the experience and financial literacy requirements of such exchange and of NI 52-110.

2.3 The members of the Audit Committee will be appointed annually (and from time to time thereafter to fill vacancies on the Audit Committee) by the Board. An Audit Committee member may be removed or replaced at any time at the discretion of the Board and will cease to be a member of the Audit Committee on ceasing to be an independent director.

2.4 The Chair of the Audit Committee will be appointed by the Board.

3. AUTHORITY

3.1 In addition to all authority required to carry out the duties and responsibilities included in this charter, the Audit Committee has specific authority to:

(a) engage, set and pay the compensation for independent counsel and other advisors as it determines necessary to carry out its duties and responsibilities, and any such consultants or professional advisors so retained by the Audit Committee will report directly to the Audit Committee;

(b) communicate directly with management and any internal auditor, and with the external auditor without management involvement; and

(c) incur ordinary administrative expenses that are necessary or appropriate in carrying out its duties, which expenses will be paid for by the Company.

4. DUTIES AND RESPONSIBILITIES

4.1 The duties and responsibilities of the Audit Committee include:

(a) recommending to the Board the external auditor to be nominated by the Board;

(b) recommending to the Board the compensation of the external auditor to be paid by the Company in connection with (i) preparing and issuing the audit report on the Company’s financial statements, and (ii) performing other audit, review or attestation services;

(c) reviewing the external auditor’s annual audit plan, fee schedule and any related services proposals (including meeting with the external auditor to discuss any deviations from or changes to the original audit plan, as well as to ensure that no management restrictions have been placed on the scope and extent of the audit examinations by the external auditor or the reporting of their findings to the Audit Committee);

(d) overseeing the work of the external auditor;

(e) ensuring that the external auditor is independent by receiving a report annually from the external auditors with respect to their independence, such report to include disclosure of all engagements (and fees related thereto) for non-audit services provided to the Company;

(f) ensuring that the external auditor is in good standing with the Canadian Public Accountability Board by receiving, at least annually, a report by the external auditor on the audit firm’s internal quality control processes and procedures, such report to include any material issues raised by the most recent internal quality control review, or peer review, of the firm, or any governmental or professional authorities of the firm within the preceding five years, and any steps taken to deal with such issues;

(g) ensuring that the external auditor meets the rotation requirements for partners and staff assigned to the Company’s annual audit by receiving a report annually from the external auditors setting out the status of each professional with respect to the appropriate regulatory rotation requirements and plans to transition new partners and staff onto the audit engagement as various audit team members’ rotation periods expire;

(h) reviewing and discussing with management and the external auditor the annual audited and quarterly unaudited financial statements and related Management Discussion and Analysis (“ MD&A ”), including the appropriateness of the Company’s accounting policies, disclosures (including material transactions with related parties), reserves, key estimates and judgements (including changes or variations thereto) and obtaining reasonable assurance that the financial statements are presented fairly in accordance with IFRS and the MD&A is in compliance with appropriate regulatory requirements;

(i) reviewing and discussing with management and the external auditor major issues regarding accounting principles and financial statement presentation including any significant changes in the selection or application of accounting principles to be observed in the preparation of the financial statements of the Company and its subsidiaries;

(j) reviewing and discussing with management and the external auditor the external auditor’s written communications to the Audit Committee in accordance with generally accepted auditing standards and other applicable regulatory requirements arising from the annual audit and quarterly review engagements;

(k) reviewing and discussing with management and the external auditor all earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies prior to such information being disclosed;

(l) reviewing the external auditor’s report to the shareholders on the Company’s annual financial statements;

(m) reporting on and recommending to the Board the approval of the annual financial statements and the external auditor’s report on those financial statements, the quarterly unaudited financial statements, and the related MD&A and press releases for such financial statements, prior to the dissemination of these documents to shareholders, regulators, analysts and the public;

(n) satisfying itself on a regular basis through reports from management and related reports, if any, from the external auditors, that adequate procedures are in place for the review of the Company’s disclosure of financial information extracted or derived from the Company’s financial statements that such information is fairly presented;

(o) overseeing the adequacy of the Company’s system of internal accounting controls and obtaining from management and the external auditor summaries and recommendations for improvement of such internal controls and processes, together with reviewing management’s remediation of identified weaknesses;

(p) reviewing with management and the external auditors the integrity of disclosure controls and internal controls over financial reporting;

(q) reviewing and monitoring the processes in place to identify and manage the principal risks that could impact the financial reporting of the Company and assessing, as part of its internal controls responsibility, the effectiveness of the over-all process for identifying principal business risks and report thereon to the Board;

(r) satisfying itself that management has developed and implemented a system to ensure that the Company meets its continuous disclosure obligations through the receipt of regular reports from management and the Company’s legal advisors on the functioning of the disclosure compliance system, (including any significant instances of non-compliance with such system) in order to satisfy itself that such system may be reasonably relied upon;

(s) resolving disputes between management and the external auditor regarding financial reporting;
(t) establishing procedures for:

(i) the receipt, retention and treatment of complaints received by the Company from employees and others regarding accounting, internal accounting controls or auditing matters and questionable practises relating thereto; and

(ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;

(u) reviewing and approving the Company’s hiring policies with respect to partners or employees (or former partners or employees) of either a former or the present external auditor;

(v) pre-approving all non-audit services to be provided to the Company or any subsidiaries by the Company’s external auditor;

(w) overseeing compliance with regulatory authority requirements for disclosure of external auditor services and Audit Committee activities;

(x) establishing procedures for:

(i) reviewing the adequacy of the Company’s insurance coverage, including the Directors’ and Officers’ insurance coverage;

(ii) reviewing activities, organizational structure, and qualifications of the Chief Financial Officer (“ CFO ”) and the staff in the financial reporting area and ensuring that matters related to succession planning within the Company are raised for consideration at the Board;

(iii) obtaining reasonable assurance as to the integrity of the Chief Executive Officer (“ CEO ”) and other senior management and that the CEO and other senior management strive to create a culture of integrity throughout the Company;

(iv) reviewing fraud prevention policies and programs, and monitoring their implementation;

(v) reviewing regular reports from management and others (e.g., external auditors, legal counsel) with respect to the Company’s compliance with laws and regulations having a material impact on the financial statements including:

(A) Tax and financial reporting laws and regulations;

(B) Legal withholding requirements;
(C) Environmental protection laws and regulations; and
(D) Other laws and regulations which expose directors to liability.

4.2 A regular part of Audit Committee meetings involves the appropriate orientation of new members as well as the continuous education of all members. Items to be discussed include specific business issues as well as new accounting and securities legislation that may impact the organization. The Chair of the Audit Committee will regularly canvass the Audit Committee members for continuous education needs and in conjunction with the Board education program, arrange for such education to be provided to the Audit Committee on a timely basis.

4.3 On an annual basis the Audit Committee shall review and assess the adequacy of this charter taking into account all applicable legislative and regulatory requirements as well as any best practice guidelines recommended by regulators or stock exchanges with whom the Company has a reporting relationship and, if appropriate, recommend changes to the Audit Committee charter to the Board for its approval.

5. MEETINGS

5.1 The quorum for a meeting of the Audit Committee is a majority of the members of the Audit Committee.

5.2 The Chair of the Audit Committee shall be responsible for leadership of the Audit Committee, including scheduling and presiding over meetings, preparing agendas, overseeing the preparation of briefing documents to circulate during the meetings as well as pre-meeting materials, and making regular reports to the Board. The Chair of the Audit Committee will also maintain regular liaison with the CEO, CFO, and the lead external audit partner.

5.3 The Audit Committee will meet in camera separately with each of the CEO and the CFO of the Company at least annually to review the financial affairs of the Company.

5.4 The Audit Committee will meet with the external auditor of the Company in camera at least once each year, at such time(s) as it deems appropriate, to review the external auditor’s examination and report.

5.5 The external auditor must be given reasonable notice of, and has the right to appear before and to be heard at, each meeting of the Audit Committee.

5.6 Each of the Chair of the Audit Committee, members of the Audit Committee, Chair of the Board, external auditor, CEO, CFO or secretary shall be entitled to request that the Chair of the Audit Committee call a meeting which shall be held within 48 hours of receipt of such request to consider any matter that such individual believes should be brought to the attention of the Board or the shareholders.

6. REPORTS

6.1 The Audit Committee will report, at least annually, to the Board regarding the Audit Committee’s examinations and recommendations.

6.2 The Audit Committee will report its activities to the Board to be incorporated as a part of the minutes of the Board meeting at which those activities are reported.

7. MINUTES

7.1 The Audit Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

8. ANNUAL PERFORMANCE EVALUATION

8.1 The Board will conduct an annual performance evaluation of the Audit Committee, taking into account the Charter, to determine the effectiveness of the Committee.

SCHEDULE “B”

COMPENSATION COMMITTEE CHARTER

( see attached)

PLUS PRODUCTS INC. CHARTER OF THE COMPENSATION COMMITTEE

1. PURPOSE AND PRIMARY RESPONSIBILITY

1.1 This charter (the “Charter”) of the PLUS Compensation Committee (the “Committee”), sets out the purpose, composition, member qualification, member appointment and removal, responsibilities, operations, and manner of reporting to the Board of Directors (the “Board”) of Plus Products Inc. (the “Company”), in order to discharge the Board’s responsibilities relating to the Company’s overall compensation and performance review process with regard to compensation of:
(a) the Company’s Chief Executive Officer (the “CEO”);
(b) members of the Board; and
(c) other high-value Company employees including without limitation: direct reports of the CEO; officers; strategic managers; and/or top-performing individual contributors (collectively, the “Key Employees”).
1.2 In accordance with the requirements in National Policy 58-201 – Corporate Governance Guidelines , the Committee specifically has overall responsibility for:
(a) reviewing and approving corporate goals and objectives relevant to CEO total compensation, evaluating the CEO’s performance in light of those corporate goals and objectives, and determining (or making recommendations to the Board with respect to) the CEO’s total compensation level based on this evaluation;
(b) making recommendations to the Board with respect to Key Employees’ total compensation, incentive-compensation plans, and equity-based plans; and
(c) reviewing and approving compensation disclosures before the Company publicly discloses this information.
1.3 By discharging its duties pursuant to this Charter, the Committee seeks to assist the Company in accomplishing the following Company goals:
(a) recruiting and subsequently retaining highly-qualified Key Employees by offering fair and competitive compensation and benefits, taking into account available financial resources;
(b) attracting and engaging highly-qualified directors to serve on the Company’s Board by offering a fair and competitive total compensation package including without limitation cash and/or equity components as appropriate in light of available financial resources;
(c) motivating Key Employees to achieve important corporate and personal performance objectives, and rewarding performance, both on an individual basis and with respect to operations generally; and
(d) aligning the interests of Key Employees with the long-term interests of shareholders through participation in the Company’s Amended and Restated Stock Option Plan; and

2. MEMBERSHIP

2.1 All members of the Committee must be independent[2] directors of the Company, provided that should the Company become listed on a senior exchange, each member of the Committee will also satisfy the independence requirements of such exchange.
2.2 The Committee shall consist of at least two (2) members.
2.3 The members of the Committee will be appointed annually (and from time to time thereafter to fill vacancies on the Committee) by the majority vote of the Board. The Board, by majority vote, may remove a member of the Committee without cause or appoint an eligible director to serve on the Committee at any duly noticed meeting of the Board.
2.4 The Chair of the Committee will be appointed by the Board.
2.5 The Committee shall meet at least two (2) times per year either in person or by videoconference.
2.6 The Compensation Committee has the authority to engage and compensate, at the expense of the Company, any outside advisor that it determines to be necessary to permit it to carry out its duties (including without limitation compensation consultants and advisors).

3. DUTIES AND RESPONSIBILITIES

3.1 Annual Approvals . The Committee shall review and approve annually:
(a) the Company’s formal compensation guidelines and structure, including total expenditure goals, incentive compensation, salary bands, and equity-based compensation (the “Company Compensation Plan”) and recommend the Board adopt, amend, or terminate the Company Compensation Plan consistent with the approved structure as needed. The Committee may exercise the authority of the Board with respect to the administration of the Company Compensation Plan;
(b) the corporate goals and objectives with respect to total compensation for the CEO . The Committee will evaluate at least once a year this individual’s performance in light of these established goals and objectives and based upon these evaluations shall set the CEO’s annual compensation, including salary, bonus, incentive, and equity compensation. In evaluating the incentive components of CEO compensation, the Committee shall consider the Company’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the CEO in past years. The CEO shall not be present when his or her compensation is considered or determined by the Committee;
3.2 Periodic Oversight . The Committee shall periodically review and approve:
(a) the evaluation process and compensation structure for Key Employees . The Committee will evaluate at least once a year their individual performances in light of these established goals and objectives and, based upon these evaluations, shall approve their annual compensation, including salary, bonus, incentive, and equity compensation. No Key Employee may be present when his or her compensation is considered or determined by the Committee.
(b) the total compensation of members of the Board and of various Company committees as the Committee may consider appropriate, and recommend changes in such compensation to the Board as needed; and

2 “Independence” is defined in Sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committee.

(c) any employment, severance, or change in control agreements, or special or supplemental employee benefits , and any amendments to any of the foregoing, applicable to the CEO and Key Employees, making recommendations regarding Executive Officer appointment and removal to the Board as needed.
3.3 Strategy . The Committee shall periodically:
(a) initiate market studies of new executive compensation plans and of existing plans, as appropriate;
(b) review the results of any advisory stockholder votes on executive compensation and consider whether to recommend adjustments to the Company’s executive compensation policies and practices as a result of such votes; and
(c) review the Company’s diversity programs and key metrics and make recommendations for improvement to the Board.
3.4 Monitoring . The Committee shall monitor and evaluate:
(a) matters relating to the compensation and benefits structure of the Company, providing guidance to senior management on significant issues affecting compensation philosophy or policy;
(b) the Company’s compliance with applicable laws affecting employee compensation and benefits, including without limitation requirements relating to retirement plans and loans to directors and officers; and
(c) the risks arising from the Company’s compensation plans , policies, and practices and determine whether those risks may have any material adverse effect on the Company; and
(d) the integrity of information used to determine compensation, establish equity award plans, and grant equity awards.
3.5 Communication . The Committee shall regularly:
(a) make reports to the Board demonstrating how achieving corporate goals correlates with and supports executive compensation packages;
(b) review and discuss with management the compensation discussion and analysis required to be included in the Company’s annual report or proxy statement; and
(c) prepare the Committee report required to be included in the Company’s annual report and proxy statement in accordance with applicable rules and regulations.
3.6 Administration. The Committee is responsible for:
(a) annually reviewing its own performance ;
(b) annually reviewing and reassessing the adequacy of this Charter and recommend any proposed changes to the Board for approval; and
(c) performing any other activities consistent with this Charter, the Company’s by-laws, and governing law, as the Committee or the Board deems necessary or appropriate .

SCHEDULE “C”

AMENDED AND RESTATED STOCK OPTION PLAN

(See attached)

PLUS PRODUCTS INC. AMENDED & RESTATED 2018 STOCK AND INCENTIVE PLAN

ADOPTED BY THE BOARD OF DIRECTORS: May 7, 2019 APPROVED BY THE COMPANY’S SHAREHOLDERS: August 15, 2019 & September 27, 2019

Section 1. Purpose

The purpose of the Plan is to promote the interests of the Company and its shareholders by aiding the Company in attracting and retaining employees, officers, consultants, advisors and Non-Employee Directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company’s business and to compensate such persons through various stock and cash-based arrangements and provide them with opportunities for stock ownership in the Company, thereby aligning the interests of such persons with the Company’s shareholders.

Section 2. Definitions

As used in the Plan, the following terms shall have the meanings set forth below:

(a) “ Affiliate ” shall mean any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company.

(b) “ Award ” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent or Other Stock-Based Award granted under the Plan.

(c) “ Award Agreement ” shall mean any written agreement, contract or other instrument or document evidencing an Award granted under the Plan (including a document in an electronic medium) executed in accordance with the requirements of Section 11(b).

(d) “ Board ” shall mean the Board of Directors of the Company.

(e) “ Class B Preferred Shares ” shall mean all Class B Preferred Shares of the Company, which includes all series of Class B Preferred Shares, each of which carries 1 vote and is convertible into one (1) Common Share.

(f) “ Class C Preferred Shares ” shall mean all Class C Preferred Shares of the Company, which includes all series of Class C Preferred Shares, each of which carries 100 votes and is convertible, into one (1) Class A Common Share. (g) “ Code ” shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

(h) “ Committee ” shall mean the Compensation Committee of the Board or such other committee designated by the Board to administer the Plan, or if no such committee is appointed, the Board itself. At any time that the Company is an SEC registrant and is not a “foreign private issuer” for purposes of the Securities Act and the Exchange Act, the Committee shall be comprised of not less than such number of Directors as shall be required to permit Awards granted under the Plan to qualify under Rule 16b-3, and each member of the Committee shall be a “non-employee director” within the meaning of Rule 16b-3.

(i) “ Company ” shall mean Plus Products Inc., a British Columbia corporation, and any successor corporation.

(j) “ Consultant ” means, in relation to the Company, an individual or a Consultant Company, other than an Employee, Director or Officer of the Company, that:

(i) is engaged to provide on a continuous bona fide basis, consulting, technical, management or other services to the Company or to an Affiliate of the Company, other than services provided in relation to a distribution;
(ii) provides the services under a written contract between the Company or the Affiliate and the individual or the Consultant Company;
(iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or an Affiliate of the Company; and
(iv) has a relationship with the Company or an Affiliate of the Company that enables the individual to be knowledgeable about the business and affairs of the Company.

(k) “ Consultant Company ” means for an individual Consultant, a company or partnership of which the individual is an employee, shareholder or partner.

(l) “CSE” means the Canadian Securities Exchange”
(m) “ Director ” shall mean a member of the Board.
(n) “ Dividend Equivalent ” shall mean any right granted under Section 6(e) of the Plan.
(o) “ Effective Date ” shall mean the date the Plan is adopted by the Board, as set forth in Section 11.

(p) “ Eligible Person ” shall mean any employee, officer, Non-Employee Director, or Consultant providing services to the Company or any Affiliate, or any such person to whom an offer of employment or engagement with the Company or any Affiliate is extended.

(q) “ Exchange Act ” shall mean the U.S. Securities Exchange Act of 1934, as amended.

(r) “ Fair Market Value ” with respect to one Share as of any date shall mean (a) if the Shares are listed on the CSE or any established stock exchange, the price of one Share at the close of the regular trading session of such market or exchange on the last trading day prior to such date, and if no sale of Shares shall have occurred on such date, on the next preceding date on which there was a sale of Shares. Notwithstanding the foregoing, in the event that the Shares are listed on the CSE, for the purposes of establishing the exercise price of any Options, the Fair Market Value shall not be lower than the greater of the closing market price of the Shares on the CSE on (i) the trading day prior to the date of grant of the Options, and (ii) the date of grant of the Options; (b) if the Shares are not so listed on the CSE or any established stock exchange, the average of the closing “bid” and “asked” prices quoted by the OTC Markets Group, Inc., the National Quotation Bureau, or any comparable reporting service on such date or, if there are no quoted “bid” and “asked” prices on such date, on the next preceding date for which there are such quotes for a Share; or (c) if the Shares are not publicly traded as of such date, the per share value of one Share, as determined by the Board, or any duly authorized Committee of the Board, in its sole discretion, by applying principles of valuation with respect thereto.

(s) “ Incentive Stock Option ” shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code or any successor provision.

(t) “ Non-Employee Director ” shall mean a Director who is not also an employee of the Company or any Affiliate.

(u) “ Non-Qualified Stock Option ” shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.

(v) “ Option ” shall mean an Incentive Stock Option or a Non-Qualified Stock Option to purchase shares of the Company.

(w) “ Other Stock-Based Award ” shall mean any right granted under Section 6(f) of the Plan.
(x) “ Participant ” shall mean an Eligible Person designated to be granted an Award under the Plan.
(y) “ Performance Award ” shall mean any right granted under Section 6(d) of the Plan.

(z) “ Person ” shall mean any individual or entity, including a corporation, partnership, limited liability company, association, joint venture or trust.

(aa) “ Plan ” shall mean the Company’s 2018 Stock and Incentive Plan, as amended from time to time.
(bb) “ Restricted Stock ” shall mean any Share granted under Section 6(c) of the Plan.

(cc) “ Restricted Stock Unit ” shall mean any unit granted under Section 6(c) of the Plan evidencing the right to receive a Share (or a cash payment equal to the Fair Market Value of a Share) at some future date, provided that in the case of Participants who are liable to taxation under the Tax Act in respect of amounts payable under this Plan, that such date shall not be later than December 31 of the third calendar year following the year services were performed in respect of the corresponding Restricted Stock Unit awarded.

(dd) “Section 409A” shall mean Section 409A of the Code, or any successor provision, and applicable Treasury Regulations and other applicable guidance thereunder.

(ee) “ Securities Act ” shall mean the U.S. Securities Act of 1933, as amended.

(ff) “ Share ” or “ Shares ” shall mean Common Shares of the Company (or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 4(c) of the Plan).

(gg) “Specified Employee” shall mean a specified employee as defined in Section 409A(a)(2)(B) of the Code or applicable proposed or final regulations under Section 409A, determined in accordance with procedures established by the Company and applied uniformly with respect to all plans maintained by the Company that are subject to Section 409A.

(hh) “ Stock Appreciation Right ” shall mean any right granted under Section 6(b) of the Plan.

(ii) “Super Voting Shares” shall mean the Class A Common Shares of the Company, each of which carries 100 votes and is convertible, in limited circumstances, into 100 Common Shares.

(jj) “ Tax Act ” means the Income Tax Act (Canada).

(kk) “ U.S. Award Holder ” shall mean any holder of an Award who is a “U.S. person” (as defined in Rule 902(k) of Regulation S under the Securities Act) or who is holding or exercising Awards in the United States.

Section 3. Administration

(a) Power and Authority of the Committee. The Plan shall be administered by the Committee. Subject to the express provisions of the Plan and to applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or the method by which payments or other rights are to be calculated in connection with) each Award; (iv) determine the terms and conditions of any Award or Award Agreement, including any terms relating to the forfeiture of any Award and the forfeiture, recapture or disgorgement of any cash, Shares or other amounts payable with respect to any Award; (v) amend the terms and conditions of any Award or Award Agreement, subject to the limitations under Section 7; (vi) accelerate the exercisability of any Award or the lapse of any restrictions relating to any Award, subject to the limitations in Section 7, (vii) determine whether, to what extent and under what circumstances Awards may be exercised in cash, Shares, other securities, other Awards or other property (excluding promissory notes), or canceled, forfeited or suspended, subject to the limitations in Section 7; (viii) determine whether, to what extent and under what circumstances amounts payable

with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or the Committee, subject to the requirements of Section 409A; (ix) interpret and administer the Plan and any instrument or agreement, including an Award Agreement, relating to the Plan; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and (xii) adopt such modifications, rules, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of the jurisdictions in which the Company or an Affiliate may operate, including, without limitation, establishing any special rules for Affiliates, Eligible Persons or Participants located in any particular country, in order to meet the objectives of the Plan and to ensure the viability of the intended benefits of Awards granted to Participants located in such non-United States jurisdictions. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award or Award Agreement, and any employee of the Company or any Affiliate.

(b) Delegation. The Committee may delegate to one or more officers or Directors of the Company, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion, the authority to grant Awards; provided , however , that the Committee shall not delegate such authority in such a manner as would cause the Plan not to comply with applicable exchange rules or applicable corporate law.

(c) Power and Authority of the Board. Notwithstanding anything to the contrary contained herein, (i) the Board may, at any time and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Plan, unless the exercise of such powers and duties by the Board would cause the Plan not to comply with the requirements of all applicable securities rules and (ii) only the Committee (or another committee of the Board comprised of directors who qualify as independent directors within the meaning of the independence rules of any applicable securities exchange where the Shares are then listed) may grant Awards to Directors who are not also employees of the Company or an Affiliate.

(d) Indemnification. To the full extent permitted by law, (i) no member of the Board, the Committee or any person to whom the Committee delegates authority under the Plan shall be liable for any action or determination taken or made in good faith with respect to the Plan or any Award made under the Plan, and (ii) the members of the Board, the Committee and each person to whom the Committee delegates authority under the Plan shall be entitled to indemnification by the Company with regard to such actions and determinations. The provisions of this paragraph shall be in addition to such other rights of indemnification as a member of the Board, the Committee or any other person may have by virtue of such person’s position with the Company.

Section 4. Shares Available for Awards

(a) Shares Available. Subject to adjustment as provided in Section 4(c) of the Plan, the aggregate number of Shares that may be issued under all Awards under the Plan shall be 15% of the number of Shares outstanding, and for clarity, including the number of Shares issuable on conversion of the Super Voting Shares, Class B Preferred Shares and Class C Preferred Shares. The aggregate number of Shares that may be issued under all Awards under the Plan shall be reduced by Shares subject to Awards issued under the Plan in accordance with the Share counting rules described in Section 4(b) below.

(b) Counting Shares. For purposes of this Section 4, if an Award entitles the holder thereof to receive or purchase Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan.

(i) Shares Added Back to Reserve. If any Shares covered by an Award or to which an Award relates are not purchased or are forfeited or are reacquired by the Company (including any Shares withheld by the Company or Shares tendered to satisfy any tax withholding obligation on Awards or Shares covered by an Award that are settled in cash), or if an Award otherwise terminates or is cancelled without delivery of any Shares, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award, to the extent of any such forfeiture, reacquisition by the

Company, termination or cancellation, shall again be available for granting Awards under the Plan.

(ii) Cash-Only Awards. Awards that do not entitle the holder thereof to receive or purchase Shares shall not be counted against the aggregate number of Shares available for Awards under the Plan.
(iii) Substitute Awards Relating to Acquired Entities. Shares issued under Awards granted in substitution for awards previously granted by an entity that is acquired by or merged with the Company or an Affiliate shall not be counted against the aggregate number of Shares available for Awards under the Plan.

(c) Adjustments. In the event that any dividend (other than a regular cash dividend) or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or other property) that thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other property) subject to outstanding Awards, (iii) the purchase price or exercise price with respect to any Award and (iv) the limitation contained in Section 4(d) below; provided , however , that the number of Shares covered by any Award or to which such Award relates shall always be a whole number. Such adjustment shall be made by the Committee or the Board, whose determination in that respect shall be final, binding and conclusive.

(d) Director Award Limitations. The limitation contained in this Section 4(d) shall apply only with respect to any Award or Awards granted under this Plan, and limitations on awards granted under any other shareholder-approved incentive plan maintained by the Company will be governed solely by the terms of such other plan.

No Non-Employee Director may be granted any Award or Awards denominated in Shares that exceed in the aggregate $600,000 (such value computed as of the date of grant in accordance with applicable financial accounting rules) in any calendar year. The foregoing limit shall not apply to any Award made pursuant to any election by the Director to receive an Award in lieu of all or a portion of annual and committee retainers and meeting fees.

(e) Additional Award Limitations. If, and so long as, the Company is listed on the CSE, the aggregate number of Shares issued or issuable to persons providing investor relations activities (as defined in CSE policies) as compensation within a one-year period, shall not exceed 1% of the total number of Shares then outstanding.

Section 5. Eligibility

Any Eligible Person shall be eligible to be designated as a Participant. In determining which Eligible Persons shall receive an Award and the terms of any Award, the Committee may take into account the nature of the services rendered by the respective Eligible Persons, their present and potential contributions to the success of the Company and/or such other factors as the Committee, in its discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive Stock Option may only be granted to full-time or part-time employees (which term, as used herein, includes, without limitation, officers and Directors who are also employees), and an Incentive Stock Option shall not be granted to an employee of an Affiliate unless such Affiliate is also a “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code or any successor provision.

Section 6. Awards

(a) Options. The Committee is hereby authorized to grant Options to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan, as the Committee shall determine:

(i) Exercise Price. The purchase price per Share purchasable under an Option shall be determined by the Committee and shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such Option; provided, however, that the Committee may designate a purchase price below Fair Market Value on the date of grant if the Option is granted in substitution for a stock option previously granted by an entity that is acquired by or merged with the Company or an Affiliate.
(ii) Option Term. The term of each Option shall be fixed by the Committee at the date of grant but shall not be longer than 10 years from the date of grant. Notwithstanding the foregoing, in the event that the expiry date of an Option held by a non-U.S. Award Holder falls within a trading blackout period imposed by the Company (a “ Blackout Period ”), and neither the Company nor the individual in possession of the Options is subject to a cease trade order in respect of the Company’s securities, then the expiry date of such Option shall be automatically extended to the 10th business day following the end of the Blackout Period.
(iii) Time and Method of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part and the method or methods by which, and the form or forms, including, but not limited to, cash, Shares (actually or by attestation), other securities, other Awards or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the applicable exercise price, in which payment of the exercise price with respect thereto may be made or deemed to have been made.
(A) Promissory Notes. Notwithstanding the foregoing, the Committee may not permit payment of the exercise price, either in whole or in part, with a promissory note.
(B) Net Exercises. The Committee may, in its discretion, permit an Option to be exercised by delivering to the Participant a number of Shares having an aggregate Fair Market Value (determined as of the date of exercise) equal to the excess, if positive, of the Fair Market Value of the Shares underlying the Option being exercised on the date of exercise, over the exercise price of the Option for such Shares.
(iv) Incentive Stock Options. Notwithstanding anything in the Plan to the contrary, the following additional provisions shall apply to the grant of stock options which are intended to qualify as Incentive Stock Options:
(A) The Committee will not grant Incentive Stock Options in which the aggregate Fair Market Value (determined as of the time the Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under this Plan and all other plans of the Company and its Affiliates) shall exceed $100,000.
(B) Subject to adjustment pursuant to Section 4(c), the maximum number of Shares that may be issued pursuant to Incentive Stock Options shall not exceed 10% of the number of Shares outstanding, and for clarity, including the number of Shares issuable on conversion of the Super Voting Shares, Class B Preferred Shares and Class C Preferred Shares.
(C) All Incentive Stock Options must be granted within ten years from the earlier of the date on which this Plan was adopted by the Board or the date this Plan was approved by the shareholders of the Company.
(D) Unless sooner exercised, all Incentive Stock Options shall expire and no longer be exercisable no later than 10 years after the date of grant; provided , however , that in the case of a grant of an Incentive Stock Option to a Participant who, at

the time such Option is granted, owns (within the meaning of Section 422 of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of its Affiliates, such Incentive Stock Option shall expire and no longer be exercisable no later than five years from the date of grant.

(E) The purchase price per Share for an Incentive Stock Option shall be not less than 100% of the Fair Market Value of a Share on the date of grant of the Incentive Stock Option; provided , however , that, in the case of the grant of an Incentive Stock Option to a Participant who, at the time such Option is granted, owns (within the meaning of Section 422 of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of its Affiliates, the purchase price per Share purchasable under an Incentive Stock Option shall be not less than 110% of the Fair Market Value of a Share on the date of grant of the Incentive Stock Option.
(F) Any Incentive Stock Option authorized under the Plan shall contain such other provisions as the Committee shall deem advisable, but shall in all events be consistent with and contain all provisions required in order to qualify the Option as an Incentive Stock Option.

(b) Stock Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights to Eligible Persons subject to the terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive upon exercise thereof the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than 100% of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right; provided, however, that, subject to applicable law and stock exchange rules, the Committee may designate a grant price below Fair Market Value on the date of grant if the Stock Appreciation Right is granted in substitution for a stock appreciation right previously granted by an entity that is acquired by or merged with the Company or an Affiliate. Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods of exercise, dates of exercise, methods of settlement and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Committee (except that the term of each Stock Appreciation Right shall be subject to the same limitations in Section 6(a)(ii) applicable to Options). The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate.

(c) Restricted Stock and Restricted Stock Units. The Committee is hereby authorized to grant an Award of Restricted Stock and Restricted Stock Units to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:

(i)
(ii)

Restrictions. Shares of Restricted Stock and Restricted Stock Units shall be subject to
such restrictions as the Committee may impose (including, without limitation, any
limitation on the right to vote a Share of Restricted Stock or the right to receive any
dividend or other right or property with respect thereto), which restrictions may lapse
separately or in combination at such time or times, in such installments or otherwise as
the Committee may deem appropriate. Notwithstanding the foregoing, rights to dividend
or Dividend Equivalent payments shall be subject to the limitations described in
Section 6(e).
Issuance and Delivery of Shares.Any Restricted Stock granted under the Plan shall be
issued at the time such Awards are granted and may be evidenced in such manner as the
Committee may deem appropriate, including book-entry registration or issuance of a
stock certificate or certificates, which certificate or certificates shall be held by the
Company or held in nominee name by the stock transfer agent or brokerage service
selected by the Company to provide such services for the Plan. Such certificate or
certificates shall be registered in the name of the Participant and shall bear an appropriate

legend referring to the restrictions applicable to such Restricted Stock. Shares representing Restricted Stock that are no longer subject to restrictions shall be delivered (including by updating the book-entry registration) to the Participant promptly after the applicable restrictions lapse or are waived. In the case of Restricted Stock Units, no Shares shall be issued at the time such Awards are granted. Upon the lapse or waiver of restrictions and the restricted period relating to Restricted Stock Units evidencing the right to receive Shares, such Shares shall be issued and delivered to the holder of the Restricted Stock Units.

(iii) Forfeiture. Except as otherwise determined by the Committee or as provided in an Award Agreement, upon a Participant’s termination of employment or service or resignation or removal as a Director (in either case, as determined under criteria established by the Committee) during the applicable restriction period, all Shares of Restricted Stock and all Restricted Stock Units held by such Participant at such time shall be forfeited and reacquired by the Company for cancellation at no cost to the Company; provided , however , that the Committee may waive in whole or in part any or all remaining restrictions with respect to Shares of Restricted Stock or Restricted Stock Units.

(d) Performance Awards. The Committee is hereby authorized to grant Performance Awards to Eligible Persons. A Performance Award granted under the Plan (i) may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock and Restricted Stock Units), other securities, other Awards or other property and (ii) shall confer on the holder thereof the right to receive payments, in whole or in part, upon the achievement of one or more objective performance goals during such performance periods as the Committee shall establish. Subject to the terms of the Plan, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award granted, the amount of any payment or transfer to be made pursuant to any Performance Award and any other terms and conditions of any Performance Award shall be determined by the Committee.

(e) Dividend Equivalents. The Committee is hereby authorized to grant Dividend Equivalents to Eligible Persons under which the Participant shall be entitled to receive payments (in cash, Shares, other securities, other Awards or other property as determined in the discretion of the Committee) equivalent to the amount of cash dividends paid by the Company to holders of Shares with respect to a number of Shares determined by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, such Dividend Equivalents may have such terms and conditions as the Committee shall determine. Notwithstanding the foregoing, (i) the Committee may not grant Dividend Equivalents to Eligible Persons in connection with grants of Options, Stock Appreciation Rights or other Awards the value of which is based solely on an increase in the value of the Shares after the date of grant of such Award, and (ii) dividend and Dividend Equivalent amounts may be accrued but shall not be paid unless and until the date on which all conditions or restrictions relating to such Award have been satisfied, waived or lapsed.

(f) Other Stock-Based Awards. The Committee is hereby authorized to grant to Eligible Persons such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as are deemed by the Committee to be consistent with the purpose of the Plan. The Committee shall determine the terms and conditions of such Awards, subject to the terms of the Plan and any applicable Award Agreement. No Award issued under this Section 6(f) shall contain a purchase right or an option-like exercise feature.

(g) General Consideration for Awards. Awards may be granted for no cash consideration or for any cash or other consideration as may be determined by the Committee or required by applicable law.

(i) Limits on Transfer of Awards. Except as otherwise provided by the Committee in its discretion and subject to such additional terms and conditions as it determines, no Award (other than fully vested and unrestricted Shares issued pursuant to any Award) and no right under any such Award shall be transferable by a Participant other than by will or by the laws of descent and distribution, and no Award (other than fully vested and unrestricted Shares issued pursuant to any Award) or right under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge,

alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate.

Where the Committee does permit the transfer of an Award other than a fully vested and unrestricted Share, such permitted transfer shall be for no value and in accordance with all applicable securities rules. The Committee may also establish procedures as it deems appropriate for a Participant to designate a person or persons, as beneficiary or beneficiaries, to exercise the rights of the Participant and receive any property distributable with respect to any Award in the event of the Participant’s death.

(ii) Restrictions; Securities Exchange Listing. All Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such restrictions as the Committee may deem advisable under the Plan, applicable federal or state securities laws and regulatory requirements, and the Committee may cause appropriate entries to be made with respect to, or legends to be placed on the certificates for, such Shares or other securities to reflect such restrictions. The Company shall not be required to deliver any Shares or other securities covered by an Award unless and until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.
(iii) Prohibition on Option and Stock Appreciation Right Repricing. Except as provided in Section 4(c) hereof, the Committee may not, without prior approval of the Company’s shareholders and applicable stock exchange approval, seek to effect any repricing of any previously granted, “underwater” Option or Stock Appreciation Right by: (i) amending or modifying the terms of the Option or Stock Appreciation Right to lower the exercise price; (ii) canceling the underwater Option or Stock Appreciation Right and granting either (A) replacement Options or Stock Appreciation Rights having a lower exercise price; or (B) Restricted Stock, Restricted Stock Units, Performance Award or Other Stock-Based Award in exchange; or (iii) cancelling or repurchasing the underwater Option or Stock Appreciation Right for cash or other securities. An Option or Stock Appreciation Right will be deemed to be “underwater” at any time when the Fair Market Value of the Shares covered by such Award is less than the exercise price of the Award.
(iv) Section 409A Provisions. Notwithstanding anything in the Plan or any Award Agreement to the contrary, to the extent that any amount or benefit that constitutes “deferred compensation” to a Participant under Section 409A and applicable guidance thereunder is otherwise payable or distributable to a Participant under the Plan or any Award Agreement solely by reason of the occurrence of a change in control or due to the Participant’s disability or “separation from service” (as such term is defined under Section 409A), such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless the Committee determines in good faith that (i) the circumstances giving rise to such change in control event, disability or separation from service meet the definition of a change in control event, disability, or separation from service, as the case may be, in Section 409A(a)(2)(A) of the Code and applicable proposed or final regulations, or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise. Any payment or distribution that otherwise would be made to a Participant who is a Specified Employee (as determined by the Committee in good faith) on account of separation from service may not be made before the date which is six months after the date of the Specified Employee’s separation from service (or if earlier, upon the Specified Employee’s death) unless the payment or distribution is exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise.
(v) Acceleration of Vesting or Exercisability. No Award Agreement shall accelerate the exercisability of any Award or the lapse of restrictions relating to any Award in

connection with a change-in-control event, unless such acceleration occurs upon the consummation of (or effective immediately prior to the consummation of, provided that the consummation subsequently occurs) such change-in-control event.

Section 7. Amendment and Termination; Corrections

(a) Amendments to the Plan and Awards. The Board may from time to time amend, suspend or terminate this Plan, and the Committee may amend the terms of any previously granted Award, provided that no amendment to the terms of any previously granted Award may (except as expressly provided in the Plan) materially and adversely alter or impair the terms or conditions of the Award previously granted to a Participant under this Plan without the written consent of the Participant or holder thereof. Any amendment to this Plan, or to the terms of any Award previously granted, is subject to compliance with all applicable laws, rules, regulations and policies of any applicable governmental entity or securities exchange, including receipt of any required approval from the governmental entity or stock exchange, and any such amendment, alteration, suspension, discontinuation or termination of an Award will be in compliance with CSE Policies. For greater certainty and without limiting the foregoing, the Board may amend, suspend, terminate or discontinue the Plan, and the Committee may amend or alter any previously granted Award, as applicable, without obtaining the approval of shareholders of the Company in order to:

(i) amend the eligibility for, and limitations or conditions imposed upon, participation in the Plan;
(ii) amend any terms relating to the granting or exercise of Awards, including but not limited to terms relating to the amount and payment of the exercise price, or the vesting, expiry, assignment or adjustment of Awards, or otherwise waive any conditions of or rights of the Company under any outstanding Award, prospectively or retroactively;
(iii) make changes that are necessary or desirable to comply with applicable laws, rules, regulations and policies of any applicable governmental entity or stock exchange (including amendments to Awards necessary or desirable to avoid any adverse tax results under Section 409A), and no action taken to comply shall be deemed to impair or otherwise adversely alter or impair the rights of any holder of an Award or beneficiary thereof; or
(iv) amend any terms relating to the administration of the Plan, including the terms of any administrative guidelines or other rules related to the Plan; or
(v) make such adjustments as may be required by Section 25102(o) of the California Corporations Code.

Notwithstanding the foregoing and for greater certainty, prior approval of the shareholders of the Company shall be required for any amendment to the Plan or an Award that would:

(vi) require shareholder approval under the rules or regulations of securities exchange that is applicable to the Company;
(vii) increase the number of shares authorized under the Plan as specified in Section 4 of the Plan;
(viii) permit repricing of Options or Stock Appreciation Rights, which is currently prohibited by Section 6(g)(iii) of the Plan;
(ix) permit the award of Options or Stock Appreciation Rights at a price less than 100% of the Fair Market Value of a Share on the date of grant of such Option or Stock Appreciation Right, contrary to the provisions of Section 6(a)(i) and Section 6(b) of the Plan;
(x) permit Options to be transferable other than as provided in Section 6(g)(i);
(xi) amend this Section 7(a); or
(xii) increase the maximum term permitted for Options and Stock Appreciation Rights as specified in Section 6(a) and Section 6(b) or extend the terms of any Options beyond their original expiry date.

(b) Corporate Transactions. In the event of any reorganization, merger, consolidation, split-up, spinoff, combination, plan of arrangement, take-over bid or tender offer, repurchase or exchange of Shares or other securities of the Company or any other similar corporate transaction or event involving the Company (or the Company shall enter into a written agreement to undergo such a transaction or event), the Committee or the Board may, in its sole discretion, provide for any of the following to be effective upon the consummation of the event (or effective immediately prior to the consummation of the event, provided that the consummation of the event subsequently occurs), and no action taken under this Section 7(b) shall be deemed to impair or otherwise adversely alter the rights of any holder of an Award or beneficiary thereof:

(i) either (A) termination of the Award, whether or not vested, in exchange for an amount of cash and/or other property, if any, equal to the amount that would have been attained upon the exercise of the vested portion of the Award or realization of the Participant’s vested rights (and, for the avoidance of doubt, if, as of the date of the occurrence of the transaction or event described in this Section 7(b)(i)(A), the Committee or the Board determines in good faith that no amount would have been attained upon the exercise of the Award or realization of the Participant’s rights, then the Award may be terminated by the Company without any payment) or (B) the replacement of the Award with other rights or property selected by the Committee or the Board, in its sole discretion;
(ii) that the Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;
(iii) that, subject to Section 6(g)(v), the Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding anything to the contrary in the applicable Award Agreement; or
(iv) that the Award cannot vest, be exercised or become payable after a date certain in the future, which may be the effective date of the event.

(c) Correction of Defects, Omissions and Inconsistencies. The Committee may, without prior approval of the shareholders of the Company, correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement in the manner and to the extent it shall deem desirable to implement or maintain the effectiveness of the Plan.

Section 8. Income Tax Withholding

In order to comply with all applicable federal, state, local or foreign income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant. Without limiting the foregoing, in order to assist a Participant in paying all or a portion of the applicable taxes to be withheld or collected upon exercise or receipt of (or the lapse of restrictions relating to) an Award, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, may permit the Participant to satisfy such tax obligation by (a) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes (subject to any applicable limitations under ASC Topic 718 to avoid adverse accounting treatment) or (b) delivering to the Company Shares other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes. The election, if any, must be made on or before the date that the amount of tax to be withheld is determined.

Section 9. U.S. Securities Laws

Neither the Awards nor the securities which may be acquired pursuant to the exercise of the Awards have been registered under the Securities Act or under any securities law of any state of the United States of America and are considered “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act and any Shares shall be affixed with an applicable restrictive legend as set forth in the Award Agreement. The Awards may not be offered or sold, directly or indirectly, in the United States except pursuant to registration under the U.S. Securities Act and the securities laws of all applicable states or available exemptions therefrom, and the Company has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of any of the Awards or the securities underlying the Awards, which could result in such U.S. Award Holder not being able to dispose of any Shares issued on exercise of Awards for a considerable length of time. Each U.S. Award Holder or anyone who becomes a U.S. Award Holder, who is granted an Award in the United States, who is a resident of the United States or who is otherwise subject to the Securities Act or the securities laws of any state of the United States will be required to complete an Award Agreement which sets out the applicable United States restrictions.

Section 10. Furnishing of Financial Information to California Participants

The Company shall furnish summary financial information (audited or unaudited) of the Company’s financial condition and results of operations, consistent with the requirements of applicable laws, at least annually to each California Participant during the period such Participant has one or more Awards outstanding, and in the case of an individual who acquired Shares or Super Voting Shares pursuant to the Plan, during the period such Participant owns such Shares or Super Voting Shares; provided, however, the Company shall not be required to provide such information if (i) the issuance is limited to key persons whose duties in connection with the Company assure their access to equivalent information or (ii) the Plan or any agreement complies with all conditions of Rule 701 of the Securities Act; provided that for purposes of determining such compliance, any registered domestic partner shall be considered a “family member” as that term is defined in Rule 701.

Section 11. General Provisions

(a) No Rights to Awards. No Eligible Person, Participant or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons, Participants or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to any Participant or with respect to different Participants.

(b) Award Agreements. No Participant shall have rights under an Award granted to such Participant unless and until an Award Agreement shall have been signed by the Participant (if requested by the Company), or until such Award Agreement is delivered and accepted through an electronic medium in accordance with procedures established by the Company. An Award Agreement need not be signed by a representative of the Company unless required by the Committee. Each Award Agreement shall be subject to the applicable terms and conditions of the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee.

(c) Plan Provisions Control. In the event that any provision of an Award Agreement conflicts with or is inconsistent in any respect with the terms of the Plan as set forth herein or subsequently amended, the terms of the Plan shall control.

(d) No Rights of Shareholders. Except with respect to Shares issued under Awards (and subject to such conditions as the Committee may impose on such Awards pursuant to Section 6(c)(i) or Section 6(e)), neither a Participant nor the Participant’s legal representative shall be, or have any of the rights and privileges of, a shareholder of the Company with respect to any Shares issuable upon the exercise or payment of any Award, in whole or in part, unless and until such Shares have been issued.

(e) No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation plans or arrangements, and such plans or arrangements may be either generally applicable or applicable only in specific cases.

(f) No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained as an employee of the Company or any Affiliate, nor will it affect in any way the right of the

Company or an Affiliate to terminate a Participant’s employment at any time, with or without cause, in accordance with applicable law. In addition, the Company or an Affiliate may at any time dismiss a Participant from employment free from any liability or any claim under the Plan or any Award, unless otherwise expressly provided in the Plan or in any Award Agreement. Nothing in this Plan shall confer on any person any legal or equitable right against the Company or any Affiliate, directly or indirectly, or give rise to any cause of action at law or in equity against the Company or an Affiliate. Under no circumstances shall any person ceasing to be an employee of the Company or any Affiliate be entitled to any compensation for any loss of any right or benefit under the Plan which such employee might otherwise have enjoyed but for termination of employment, whether such compensation is claimed by way of damages for wrongful or unfair dismissal, breach of contract or otherwise. By participating in the Plan, each Participant shall be deemed to have accepted all the conditions of the Plan and the terms and conditions of any rules and regulations adopted by the Committee and shall be fully bound thereby.

(g) Governing Law. The laws of the Province of British Columbia and the laws of Canada applicable therein without giving effect to the conflicts of laws principles thereof shall govern all questions concerning the validity, construction and effect of the Plan or any Award, and any rules and regulations relating to the Plan or any Award.

(h) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect.

(i) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.

(j) Other Benefits. No compensation or benefit awarded to or realized by any Participant under the Plan shall be included for the purpose of computing such Participant’s compensation or benefits under any pension, retirement, savings, profit sharing, group insurance, disability, severance, termination pay, welfare or other benefit plan of the Company, unless required by law or otherwise provided by such other plan.

(k) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash shall be paid in lieu of any fractional Share or whether such fractional Share or any rights thereto shall be canceled, terminated or otherwise eliminated.

(l) Headings. Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

Section 12. Clawback or Recoupment

All Awards under this Plan shall be subject to recovery or other penalties pursuant to (i) any Company clawback policy, as may be adopted or amended from time to time, or (ii) any applicable law, rule or regulation or applicable stock exchange rule.

Section 13. Effective Date of the Plan

The Plan was adopted by the Board on July 23, 2018. The Plan shall be subject to approval by the shareholders of the Company which approval will be within 12 months after the date the Plan is adopted by the Board.

Section 14. Term of the Plan

No Award shall be granted under the Plan, and the Plan shall terminate, on the earlier of (i) May [*], 2029 or the tenth anniversary of the date the Plan is approved by the shareholders of the Company, or any earlier date of discontinuation or termination established pursuant to Section 7(a) of the Plan. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such dates, and the authority of the Committee provided for hereunder with respect to the Plan and any Awards, and the authority of the Board to amend the Plan, shall extend beyond the termination of the Plan.

SCHEDULE “D”

SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO CLASS B COMMON SHARES (See attached)

PART 28 SPECIAL RIGHTS AND RESTRICTIONS FOR CLASS B COMMON SHARES

28.1 Number .

The Company shall have the authority to issue an unlimited number of Class B Common Shares, which are hereby designated “ Class B Common Shares ”, which are also referred to herein as the “ Class B Convertible Securities ”.

28.2 Dividend Rights .

The holders of Class B Common Shares (the “ Class B Convertible Securities Holders ”), shall have the right to receive dividends, out of any cash or other assets legally available therefor, pari passu (on an as converted basis, assuming conversion of all shares of Class B Common Shares into Common Shares at the applicable Conversion Ratio) as to dividends and any declaration or payment of any dividend on the Common Shares.

28.3 Liquidation Rights .

(a) In the event of any Liquidation Event, either voluntary or involuntary, the holders of Class A Common Shares, Class B Common Shares and Common Shares shall be entitled to receive the assets of the Company available for distribution to shareholders, distributed among the holders of Class A Common Shares, Class B Common Shares and Common Shares on a pro rata basis, based on: (i) the number of Common Shares; (ii) the number of Class A Common Shares (on an as converted basis, assuming conversion of all shares of Class A Common Shares into Common Shares at the applicable Conversion Ratio); and (iii) the number of Class B Common Shares (on an as converted basis, assuming conversion of all shares of Class B Common Shares into Common Shares at the applicable Conversion Ratio) issued and outstanding on the record date.

(b) For purposes of this Section 28.3, a “ Liquidation Event ” shall mean a liquidation, dissolution or winding up of the Company and shall be deemed to be occasioned by, or to include: (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation but, excluding any merger effected exclusively for the purpose of changing the domicile of the Company); or (ii) a sale of all or substantially all of the assets of the Company; unless the Company’s shareholders of record as constituted immediately prior to such acquisition or sale shall, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Company’s acquisition or sale or otherwise) hold at least 50% of the voting power of the surviving or acquiring entity; or (iii) any voluntary or involuntary liquidation, dissolution, winding up or other similar proceeding of the Company.

28.4 Voting Rights .

(a) The holders of Class B Common Shares shall have the right to one vote for each Common Share into which such Class B Common Shares could then be converted, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Shares, and shall be entitled, notwithstanding any provision hereof, to notice of any shareholders’ meeting and shall be entitled to vote, together with holders of Common Shares, with respect to any question upon which holders of Common Shares have the right to vote. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as converted basis (after

aggregating all Common Shares into which Class B Common Shares could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward). Except as provided by law, by the provisions of subsection 28.4(b) below, Class B Convertible Securities Holders shall vote the Class B Common Shares together with the holders of Common Shares and Class A Common Shares as a single class.

(b) In addition to any other rights provided by law, the Company shall not amend, alter or repeal the preferences, special rights or other powers of the Class B Common Shares or any other provision of the Company’s articles that would adversely affect the rights of the Class B Convertible Securities Holders, without the written consent of all of the holders of the then outstanding Class B Common Shares, or by the affirmative vote at a meeting of the holders of Class B Common Shares separately as a class by way of a special separate resolution (a “ Class B Special Majority Vote ”).

28.5 Conversion .

Subject to the Conversion Limitations set forth in Section 28.6, Class B Convertible Securities Holders shall have conversion rights as follows (the “ Conversion Rights ”):

(a) Right to Convert. Each Class B Common Share shall be convertible, at the option of the Class B Convertible Securities Holder thereof, at any time after the date of issuance of such share at the office of the Company or any transfer agent for such shares, into such number of fully paid and nonassessable Common Shares as is determined by multiplying the number of Class B Common Shares by the Conversion Ratio applicable to such share, determined as hereafter provided, in effect on the date the Class B Common Share is surrendered for conversion. The initial “ Conversion Ratio ” for each Class B Common Share shall be as follows: each Class B Common Share shall be convertible into one twohundredth (1/200) of a Common Share; provided, however , that the applicable Conversion Ratio shall be subject to adjustment as set forth in subsections 28.5(d) and 28.5(e).

(b) Automatic Conversion. Each Class B Common Share shall automatically be converted without further action by the Class B Convertible Securities Holder into Common Shares at the applicable Conversion Ratio immediately upon the earlier of:

(i) a Liquidation Event;

(ii) the date specified by the unanimous written consent of the Class B Convertible Securities Holders or the affirmative Class B Special Majority Vote at a meeting of the Class B Convertible Securities Holders; provided, however, that the date specified must be no earlier than July 1, 2021; or

(iii) a Mandatory Conversion pursuant to Section 28.7.

(c) Mechanics of Conversion. Before any Class B Convertible Securities Holder shall be entitled to convert Class B Convertible Securities into Common Shares, the Class B Convertible Securities Holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or of any transfer agent for Common Shares, and shall give written notice to the Company at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for Common Shares are to be issued (each, a “ Conversion Notice ”). The Company shall (or shall cause its transfer agent to), as soon as practicable thereafter, issue and deliver at such office to such Class B Convertible Securities Holder, or to the nominee or nominees of such holder, a certificate or certificates for the number of Common Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Class B Convertible Securities to be converted, and the

person or persons entitled to receive the Common Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Shares as of such date.

(d) Adjustments for Distributions. In the event the Company shall declare a distribution to holders of Common Shares payable in securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends) or options or rights not otherwise causing adjustment to the Conversion Ratio (a “ Distribution ”), then, in each such case for the purpose of this subsection 28.5(d), the Class B Convertible Securities Holders shall be entitled to a proportionate share of any such Distribution as though they were the holders of the number of Common Shares into which their Class B Convertible Securities are convertible as of the record date fixed for the determination of the holders of Common Shares entitled to receive such Distribution.

(e) Recapitalizations; Stock Splits. If at any time or from time-to-time, the Company shall: (i) effect a recapitalization of the Common Shares; (ii) issue Common Shares as a dividend or other distribution on outstanding Common Shares; (iii) subdivide the outstanding Common Shares into a greater number of Common Shares; (iv) consolidate the outstanding Common Shares into a smaller number of Common Shares; or (v) effect any similar transaction or action not otherwise causing adjustment to the Conversion Ratio (each, a “ Recapitalization ”), provision shall be made so that the Class B Convertible Securities Holders shall thereafter be entitled to receive, upon conversion of Class B Convertible Securities, the number of Common Shares or other securities or property of the Company or otherwise, to which a holder of Common Shares deliverable upon conversion would have been entitled on such Recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 28.5 with respect to the rights of the Class B Convertible Securities Holders after the Recapitalization to the end that the provisions of this Section 28.5 (including adjustment of the Conversion Ratio then in effect and the number of Common Shares acquirable upon conversion of Class B Common Shares) shall be applicable after that event as nearly equivalent as may be practicable.

(f) No Impairment. The Company shall not, by amendment of its Articles or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by this Company, but shall at all times in good faith assist in the carrying out of all the provisions of this Section 28.5 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the Class B Convertible Securities Holders against impairment.

(g) No Fractional Shares and Certificate as to Adjustments. . No fractional Common Shares shall be issued upon the conversion of any Class B Convertible Securities and the number of Common Shares to be issued shall be rounded down to the nearest whole Common Share. Whether or not fractional Common Shares are issuable upon such conversion shall be determined on the basis of the total number of Class B Convertible Securities the Class B Convertible Securities Holder is at the time converting into Common Shares and the number of Common Shares issuable upon such aggregate conversion.

(h) Adjustment Notice. Upon the occurrence of each adjustment or readjustment of the Conversion Ratio pursuant to this Section 28.5, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each Class B Convertible Securities Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any Class B Convertible Securities Holder, furnish or cause to be furnished to such holder a like certificate setting forth: (i) such adjustment and readjustment; (ii) the Conversion Ratio for Class B Common Shares at the time in effect; and (iii) the number of Common Shares and the amount, if any, of other property which at the time would be received upon the conversion of a Class B

Common Share.

(i) Effect of Conversion. All Class B Common Shares that shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the time of conversion, except only the right of the holders thereof to receive Common Shares in exchange therefor and to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion.

(j) Notices of Record Date. Except as otherwise provided under applicable law, in the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of any class or any other securities or property, or to receive any other right, the Company shall mail to each Class B Convertible Securities Holder, at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

28.6 Conversion Limitations .

Before any Class B Convertible Securities Holder shall be entitled to convert Class B Convertible Securities into Common Shares, the Board of Directors (or a committee thereof) shall designate an officer of the Company to determine if any Conversion Limitation set forth in this Section 28.6 shall apply to the conversion of Class B Common Shares. For the purposes of this Section 28.6, each of the following is a “ Conversion Limitation ”:

(a) Foreign Private Issuer Protection Limitation : The Company shall use commercially reasonable efforts to maintain its status as a “foreign private issuer” (as determined in accordance with Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)). Accordingly:

(i) 40% Threshold. Except as provided in Section 28.7, the Company shall not affect any conversion of Class B Common Shares, and the Class B Convertible Securities Holders shall not have the right to convert any portion of the Class B Common Shares pursuant to Section 28.5 or otherwise, to the extent that after giving effect to such issuance after conversions, the aggregate number of Common Shares, Class A Common Shares and Class B Common Shares held of record, directly or indirectly, by residents of the United States (as determined in accordance with Rule 3b-4 under the Exchange Act) would exceed forty percent (40%) (the “ 40% Threshold ”) of the aggregate number of Common Shares, Class A Common Shares and Class B Common Shares issued and outstanding (the “ FPI Protective Restriction ”).

(ii) Conversion Limitations. In order to effect the FPI Protective Restriction, each Class B Convertible Securities Holder shall be subject to the 40% Threshold based on the number of Class B Common Shares held by such Class B Convertible Securities Holder as of the date of the initial issuance of Class B Common Shares and thereafter on the last business day at the end of each of the Company’s subsequent fiscal quarters (each, a “ Determination Date ”) for the current fiscal quarter (the “ Relevant Fiscal Quarter ”), calculated as follows:

X = [[(A x 0.4) - B] x (C/D)]/200

Where on the Determination Date:

X = Maximum Number of Common Shares Available For issuance upon

Conversion of Class B Common Shares by the Class B Convertible Securities Holder during the Relevant Fiscal Quarter.

A = The number of Common Shares, Class A Common Shares and Class B Common Shares issued and outstanding on the Determination Date.
B = Aggregate number of Common Shares, Class A Common Shares and Class B Common Shares held of record, directly or indirectly, by residents of the United States (as determined in accordance with Rule 3b-4 under the Exchange Act) on the Determination Date.
C = Aggregate number of Common Shares issuable upon conversion of Class B Common Shares held by the Class B Convertible Securities Holder on the Determination Date.
D = Aggregate number of all Common Shares issuable upon conversion of all Class A Common Shares and Class B Common Shares on the Determination Date.

(iii) Determination of FPI Protective Restriction. For purposes of subsections 28.6(a)(i) and 28.6(a)(ii), the Board of Directors (or a committee thereof) shall designate an officer of the Company to determine as of each Determination Date: (A) the 40% Threshold; and (B) the FPI Protective Restriction. To the extent that the FPI Protective Restriction contained in this Section 28.6(a) applies, and subject to the right of a Class B Convertible Securities Holder to convert for eventual sale any “Excluded Securities” (as defined in Section 28.6(a)(v) below), the determination of whether Class B Common Shares are convertible shall be in the sole discretion of the Company.

(iv) Notice of Conversion Limitation. Upon a determination of the 40% Threshold and the FPI Protective Restriction, the Company shall provide each Class B Convertible Securities Holder of record notice of the FPI Protective Restriction applicable to holders of Class B Common Shares for the Relevant Fiscal Quarter within thirty (30) days of the end of each Determination Date (a “ Notice of Conversion Limitation ”). The FPI Protective Restriction shall be stated as a percentage of the Class B Common Shares issued and outstanding on the Determination Date by holders of Class B Common Shares.

For example, if on a Determination Date (March 31, 2021) the maximum number of Common Shares available for issuance upon conversion of Class B Common Shares by the Class B Convertible Securities Holder holding 100,000 Class B Common Shares is 600 Common Shares, the FPI Protective Restriction shall apply to 70,000 Class B Common Shares (70%) and an aggregate of 30,000 Class B Common Shares (30%) may be converted during the Relevant Fiscal Quarter. The Notice of Conversion Limitation shall state that “Pursuant to Section 28.6 of the Special Rights and Restrictions for Class B Common Shares of the Company, the FPI Protective Restriction applies to 70% of the issued and outstanding Class B Common Shares as of the Determination Date (March 31, 2021) and up to 30% of your Class B Common Shares may be converted into Common Shares during the fiscal Quarter ending June 30, 2021.”

Notwithstanding anything to the contrary contained in this Section 28.6(a)(iv), the Company shall not be required to provide a Notice of Conversion Limitation for a Relevant Fiscal Quarter unless the Company receives a request to provide such Notice of Conversion Limitation from at least one (1) Class B Convertible Securities Holder no less than ten (10) days prior to the Determination Date for such Relevant Fiscal Quarter.

(v) Excluded Securities. Notwithstanding the Conversion Limitation specified in Section 28.6(a)(ii), during each Relevant Fiscal Quarter, each Class B Convertible Securities Holder may convert into Common Shares the greater of: (A) the number of Class B Common shares specified in such Notice of Conversion Limitation; and (B) 2,500,000 Class B Common Shares.

(vi) Disputes. In the event of a dispute as to the number of Common Shares issuable to a Class B Convertible Securities Holder in connection with a conversion of Class B Common Shares, the Company shall issue to the Class B Convertible Securities Holder the number of Common Shares not in dispute and resolve such dispute in accordance with Section 28.11.

28.7 Mandatory Conversion .

(a) Notwithstanding subsection 28.6(a), the Company may require each Class B Convertible Securities Holder to convert all, and not less than all, the Class B Convertible Securities at the applicable Conversion Ratio (a “ Mandatory Conversion ”) if at any time after November 30, 2020, all the following conditions are satisfied (or otherwise waived by the Class B Special Majority Vote):

(i) the Common Shares issuable upon conversion of all the Class B Common Shares are registered for resale and may be sold by the Class B Shareholder pursuant to an effective registration statement and/or prospectus covering the Common Shares under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”);

(ii) the Company is subject to the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Act; and

(iii) the Common Shares are listed or quoted (and are not suspended from trading) on a national securities exchange in the United States registered under Section 6 of the U.S. Securities Exchange Act of 1934, as amended, or quoted in a “U.S. automated inter-dealer quotation system”, as such term is used for purposes of Rule 144A(d)(3)(i).

(b) The Company shall issue or cause its transfer agent to issue each Class B Convertible Securities Holder of record a Mandatory Conversion Notice at least 20 days prior to the record date of the Mandatory Conversion, which shall specify therein: (i) the number of Common Shares into which the Class B Convertible Securities are convertible; and (ii) the address of record for such Class B Convertible Securities Holder. On the record date of a Mandatory Conversion, the Company shall issue or cause its transfer agent to issue each Class B Convertible Securities Holder of record on the record date of such Mandatory Conversion certificates representing the number of Common Shares into which the Class B Convertible Securities are so converted and each certificate representing the Class B Common Shares shall be null and void.

28.8 Pre-emptive Rights . The holders of Class B Convertible Securities shall have no pre-emptive rights.

28.8 Notices . Any notice required by the provisions of these Special Rights and Restrictions to be given to the Class B Convertible Securities Holders shall be deemed given if deposited with Canada Post, postage prepaid, and addressed to each holder of record at his address appearing on the books of the Company.

28.10 Status of Converted Shares . Any Class B Convertible Securities converted shall be retired and cancelled and may not be reissued as shares of such class or any other class or series

28.11 Disputes . Any Class B Convertible Securities Holder that beneficially owns more than 5% of the issued and outstanding Class B Common Shares may submit a written dispute as to the determination of the Conversion Ratio or the arithmetic calculation of the Conversion Ratio, 40% Threshold, or the FPI Protective Restriction to the Board of Directors with the basis for the disputed determinations or arithmetic calculations. The Company shall respond to the Class B Convertible Securities Holder within five (5) Business Days of receipt, or deemed receipt, of the dispute notice with a written calculation of the Conversion Ratio, 40% Threshold, or the FPI Protective Restriction, as applicable. If the Class B Convertible Securities Holder and the Company are unable to agree upon such determination or calculation of the Conversion Ratio, or the FPI Protective Restriction, as applicable, within five (5) Business Days of such response, then the Company and the Class B Convertible Securities Holder shall, within one (1) Business Day thereafter submit the disputed arithmetic calculation of the Conversion Ratio, or the FPI Protective Restriction to the Company’s independent, outside accountant. The Company, at the Company’s expense, shall cause the accountant to perform the determinations or calculations and notify the Company and the Class B Convertible Securities Holder of the results no later than five (5) Business Days from the time it receives the disputed determinations or calculations. Such accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.

AI assistant

Plus Products Inc. — AGM Information 2020

47664_rns_2020-05-22_d01fe000-dba8-4e32-a246-73cc5fe97d14.pdf

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

FOR

AN ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS AND A SEPARATE CLASS MEETING OF HOLDERS OF CLASS A COMMON SHARES OF

PLUS PRODUCTS INC.

PLUS PRODUCTS INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS AND SEPARATE CLASS MEETING OF HOLDERS OF CLASS A COMMON SHARES

TO BE HELD ON JUNE 15, 2020

Dial-in: 1-877-332-7536; Access Code: 6314952

PLEASE REVIEW THE DISCLOSURE UNDER “ VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ” FOR DISCLOSURE IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR WITH RESPECT TO THE COMPANY’S RESTRICTED SECURITIES.

BY ORDER OF THE BOARD OF DIRECTORS

PLUS PRODUCTS INC. MANAGEMENT PROXY CIRCULAR As at and dated May 8, 2020

SOLICITATION OF PROXIES

PROXY INSTRUCTIONS

APPOINTMENT OF PROXYHOLDER

REVOCATION OF PROXIES

SPECIAL INSTRUCTIONS FOR VOTING BY NON-REGISTERED SHAREHOLDERS

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

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Subordinate Voting Shares

Proportionate Voting Shares

Takeover Bid Protection

Principal Holders of Voting Securities

VOTES NECESSARY TO PASS RESOLUTIONS

ELECTION OF DIRECTORS

Cease Trade Orders and Bankruptcy

Penalties and Sanctions

Director and Nominee Biographies:

Matthew Schmidt | Director

Serafino Posa | Director

Jacob F. Heimark | Director and Chief Executive Officer

Craig Heimark | Director, Chairman, Chief Strategy Officer and Secretary

Jill Braff | Director

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

The Audit Committee Charter

Relevant Education and Experience

Audit Committee Oversight

Mandate and Responsibilities of the Audit Committee

Reliance on Certain Exemptions

External Auditor Service Fees

Notes:

STATEMENT OF CORPORATE GOVERNANCE

Corporate Governance

Board of Directors

Board Mandate

Position Description

Other Reporting Issuer Experience

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

Compensation Objectives and Principles

Elements of Compensation

Compensation Governance

The Compensation Committee Charter

Compensation Risks

Hedging Policy

Option-based Awards

Director and Named Executive Officer Compensation, Excluding Compensation Securities

Table of Compensation excluding Compensation Securities

Notes:

Stock Options and Other Compensation Securities

Notes:

Exercise of Compensation Securities by Directors and NEOs

Stock Option Plans and Other Incentive Plans

Pension Plan Benefits

Employment, consulting and management agreements

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

APPOINTMENT OF AUDITOR

MANAGEMENT CONTRACTS

Plus Products Inc. AGM Information 2020