Plus Products Inc.

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NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

FOR

AN EXTRAORDINARY MEETING OF HOLDERS OF 8.00% UNSECURED CONVERTIBLE DEBENTURES DUE FEBRUARY 28, 2021 OF

TO BE HELD ON February 25, 2021

Dated as of January 26, 2021

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PLUS PRODUCTS INC.

NOTICE OF EXTRAORDINARY MEETING OF DEBENTUREHOLDERS

TO BE HELD ON FEBRUARY 25, 2021

REFERENCE IS MADE to the indenture dated February 28, 2019 (the “ Indenture ”) between Plus Products Inc. (the “ Company ”) and Odyssey Trust Company (the “ Trustee ”) under which the Company issued 8.00% Unsecured Convertible Debentures due February 28, 2021 (the “ Debentures ”).

WHEREAS the Company may at any time and from time to time convene a meeting of the persons entered in the register for Debentures as registered holders of Debentures or any transferees of such Persons by endorsement or delivery (“ Debentureholders ”) pursuant to Section 11.1 of the Indenture, NOTICE IS HEREBY GIVEN that an extraordinary meeting (the “ Meeting ”) of the Debentureholders will be held by telephone conference call on Thursday, February 25, 2021 at 10:00 a.m. (Vancouver time) for the following purposes:

to consider, and if deemed appropriate, to adopt, with or without amendment, an extraordinary resolution (the “ Debenture Amendment Resolution ”), the full text of which is set forth in Appendix “A-1” to the accompanying management information circular dated January 26, 2021 (the “ Information Circular ”) to approve certain amendments (the “ Debenture Amendments ”) to the Indenture governing the Debentures to:
(a) extend the maturity date of the Debentures from February 28, 2021 to February 28, 2024;
(b) increase the interest rate of the Debentures from 8.00% to 12.00% per annum effective February 28, 2021;
(c) to amend the redemption price to an amount equal to 103% of the principal amount, including accrued and unpaid interest thereon up to (and including) the redemption date up to February 28, 2023 and thereafter until the maturity date to an amount equal to 101.50% of the principal amount, including accrued and unpaid interest thereon up to (and including) the redemption date;
(d) grant to the Trustee, on its behalf and on behalf of the Debentureholders, a first charge security interest in all of the Company’s present and after acquired properties;
(e) grant a conversion right to the holder of a Debenture pursuant to which Debentureholders may require the Company to convert their outstanding Debentures pro rata up to a maximum amount of $6,250,000 of the principal amount of Debentures so converted at a conversion price of $0.95 and expiring March 31, 2021, and delete the entirety the Debentureholder’s right to convert any part of the principal amount of a Debenture into common shares in the capital of the Company;
(f) make such other consequential amendments as required to give effect to the foregoing as more fully set forth in the Information Circular;
to consider, and if deemed appropriate, to adopt, with or without amendment, an extraordinary resolution (the “ Delisting Resolution ” and together with the Debenture Amendment Resolution the “ Extraordinary Resolutions ”), the full text of which is set forth in Appendix “A-2” to the Information Circular approving the delisting of the Debentures (the “ Delisting Amendment ”) from the Canadian Securities Exchange (the “ CSE ”);
to consider, and if deemed appropriate, to adopt, with or without amendment, an ordinary resolution (the “ Listing Resolution ”) the full text of which is set forth in Appendix “A-3” to the Information Circular approving the listing of the Amended Debentures (the “ Listing Amendment ”) on the CSE;
to consider, and if deemed appropriate, to adopt, with or without amendment, an ordinary resolution (the “ Consent Fee Resolution ” and together with the Listing Resolution, the “ Ordinary Resolutions ”), the full text of which is set forth in Appendix “A-4” to the Information Circular approving the payment to those Debentureholder having consented to the Extraordinary Resolutions on or before February 22, 2021 a

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consent fee equal to $499 for every $1,000 principal amount of Debentures held by such Debentureholders as at the Record Date and to be paid in the form of common share purchase warrants (the “ Consent Fee ” and together with Debenture Amendments, Delisting Amendment and Listing Amendment, the “ Amendments ”). In consideration of the Consent Fee, the Company shall issue to the Debentureholders one (1) common share purchase warrant (each, a “ Warrant ”) for every $1.10 Consent Fee consideration to be received by Debentures held by such Debentureholders as at the Record Date for an aggregate of 454 Warrants for every $1,000 principal amount of Debentures. Each whole Warrant shall entitle the holder thereof to purchase one (1) Subordinate Voting Share at a price of $1.10 per share and expiring on February 28, 2024; and

5.

to transact such other business as may properly be brought before the Meeting and any postponement(s) or adjournment(s) thereof.

Please Read This Important Notice

The ability of Debentureholders to attend the Meeting in person is subject to any governmental orders applicable at the time of the Meeting which might prevent or restrict Debentureholders from attending in person. Please do not attend the 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 Meeting.

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

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

Debentureholders may access the telephone conference call as follows:

Dial-in: 1-877-332-7536; Access Code: 26173760

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 Meeting are necessary or appropriate due to difficulties arising from COVID-19, the Company will promptly notify Debentureholders of the change by issuing a news release, a copy of which will be available on SEDAR at www.sedar.com.

The Information Circular accompanies this Notice. The Information Circular contains details of matters to be considered at the Meeting. The Board of Directors of the Company has fixed December 31, 2020 as the record date for determining the Debentureholders who are entitled to vote at the Meeting. Only holders of Debentures at the close of business on December 31, 2020 will be entitled to receive notice of and to vote at the Meeting.

To be valid, any proxies must be received by Odyssey Trust Company by not later than 10:00 a.m. (Vancouver time) on February 23, 2021 or forty-eight (48) hours (exclusive of Saturdays, Sundays and statutory holidays in the Province of British Columbia) prior to the time of any postponement(s) or adjournment(s) of the Meeting. See “General Proxy Information” in the Information Circular. The time limit for the deposit of proxies may be waived or extended by the Trustee in its discretion without notice, subject only to any limitations under the Indenture.

Each of the Extraordinary Resolutions will be binding on all Debentureholders if approved:

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At the Meeting, by the holders of at least 66⅔% of the principal amount of the Debentures present in person or by proxy at the Meeting, or any adjournment thereof; or
In writing, by the holders of at least 66⅔% of the outstanding principal amount of the Debentures.

Each of the Ordinary Resolutions will be binding on all Debentureholders if approved:

At the Meeting, by the holders of not less than a majority of the principal amount of the Debentures present in person or by proxy at the Meeting, or any adjournment thereof; or
In writing, by the holders of not less than a majority of the outstanding principal amount of the Debentures.

Accordingly, it is important that your Debentures be represented and voted whether or not you plan to attend the Meeting in person. If the Extraordinary Resolutions and Ordinary Resolutions are each validly approved by the Debentureholders in writing prior to the date of the Meeting, the Meeting will be cancelled and will not proceed. In such event, the Company will issue a press release notifying Debentureholders that the Meeting has been cancelled.

Certain of the Debentures have been issued in and the form of global certificates registered in the name of CDS & Co. and, as such for these Debentures, CDS & Co. is the registered Debentureholder. Only registered Debentureholders, or their duly appointed proxyholders, have the right to vote at the Meeting, or to appoint or revoke a proxy. In connection with Debentures held in the name of CDS & Co., CDS & Co., or its duly appointed proxyholders, may only vote the Debentures in accordance with instructions received from the beneficial Debentureholders. Beneficial Debentureholders as of the Record Date wishing to vote their Debentures at the Meeting must provide instructions to their broker or other intermediary through which they hold their Debentures in sufficient time prior to the deadline for depositing proxies for the Meeting to permit their broker or other nominee to instruct CDS & Co., or its duly appointed proxyholders, as to how to vote their Debentures at the Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

“Jacob F. Heimark”

Jacob F. Heimark Director & Chief Executive Officer

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MANAGEMENT INFORMATION CIRCULAR As at and dated January 26, 2021

FOR THE EXTRAORDINARY MEETING OF DEBENTUREHOLDERS TO BE HELD ON FEBRUARY 25, 2021

INTRODUCTION

Information Contained in this Information Circular

No person has been authorized to give information or to make any representations in connection with the matters to be considered by the Debentureholders other than those contained in this management information circular dated January 26, 2021 (the “ Information Circular ”) and, if given or made, any such information or representations should not be relied upon in making a decision as to whether to consent to or vote for the Extraordinary Resolutions or be considered to have been authorized by the Company.

This Information Circular does not constitute an offer to buy, or a solicitation of an offer to sell, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation.

Debentureholders should not construe the contents of this Information Circular as legal, tax or financial advice and should consult with their own professional advisors as to the relevant legal, tax, financial or other matters in connection herewith.

The accompanying Form of Proxy is for use by Debentureholders in connection with the Amendments and Debentureholders are encouraged to complete, sign and deposit such document in accordance with the instructions set out therein.

Capitalized Terms

Unless the context indicates otherwise, capitalized terms which are used in this Information Circular and not otherwise defined herein have the meanings given to such terms in the accompanying Notice of Extraordinary Meeting of Debentureholders.

Notice to Debentureholders in the United States

The Debentures have not been and will not be registered under the United States Securities Act of 1933 , as amended (the “ 1933 Act ”), and no solicitation is being made in the United States.

You should be aware that the Amendments may have tax consequences both in the United States and in Canada. Tax considerations applicable to Debentureholders subject to United States federal taxation have not been included in the Information Circular, and such Debentureholders should consult their own tax advisors to determine the particular consequences to them of participating in the solicitation being made hereunder. For a summary of the applicable tax considerations under Canadian law, see “ Certain Canadian Federal Income Tax Considerations ”.

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THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”), ANY STATE SECURITIES ADMINISTRATOR, OR ANY SECURITIES REGULATORY AUTHORITY IN CANADA, NOR HAS THE SEC, ANY STATE SECURITIES ADMINISTRATOR, OR ANY SECURITIES REGULATORY AUTHORITY IN CANADA PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE

Cautionary Statement Regarding Forward-Looking Statements

Certain statements included herein constitute "forward-looking statements". All statements included in this Information Circular that address future events, conditions or results of operations, including in respect of the Amendments, are forward-looking statements. These forward-looking statements can be identified by the use of forward-looking words such as "may", "should", "will", "could", "expect", "intend", "plan", "estimate", "anticipate", "believe", "future" or "continue" or the negative forms thereof or similar variations. These forward-looking statements are based on certain assumptions and analyses made by management in light of their experiences and their perception of historical trends, current conditions and expected future developments, as well as other factors they believe are appropriate in the circumstances. Debentureholders are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of risks and uncertainties, including, but not limited to statements with respect to: future plans; sources of liquidity available to the Company; plans to provide Debentureholders with the opportunity to receive full repayment of their investment in cash; that the opportunity to repay the Debentures out of future cash flow from operating activities is a better option than equity dilution; plans to hold the Meeting in person and changes that may be implemented in response to developments with the COVID-19 pandemic; the adjournment of the Meeting if quorum is not met; the proposed Amendments and timing of completion of the Amendments; satisfaction of the conditions to the Amendments becoming effective; the date on which the Supplemental Indenture will be entered into; the benefits of the Amendments; the treatment of Debentureholders under tax laws; stock exchange listings and trading prices. Many of such risks and uncertainties are outside the control of the Company and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. In making such forward-looking statements, management has relied upon a number of material factors and assumptions, including with respect to general economic and financial conditions, interest rates, exchange rates, equity markets, business competition, changes in government regulations or in tax laws, acts and omissions of third parties and the ability of the Company to obtain approval for the Amendments. Such forward-looking statements should, therefore, be construed in light of such factors and assumptions. All forwardlooking statements are expressly qualified in their entirety by the cautionary statements set forth above. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

Currency and Date of Information

In this Information Circular, unless otherwise specified, all dollar amounts are expressed in Canadian dollars.

Information contained in this Information Circular is given as of January 26, 2021, unless otherwise specifically stated.

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with:

the Indenture dated February 28, 2019 (the “Indenture”) between Plus Products Inc. (the “Company”) and Odyssey Trust Company (the “Trustee”); and
the solicitation of proxies by the management of the Company for use at the Extraordinary Meeting of persons entered in the registers maintained by the Trustee as holders (“Debentureholders”) of 8.00% Unsecured Convertible Debentures due February 28, 2021 (“Debentures”) to be held on February 25, 2021 (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

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personally or by telephone by directors, officers and employees of the Company. Pursuant to National Instrument 54-101 - Communication With Beneficial Owners of Securities of a Reporting Issuer (" NI 54101 "), arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation materials to the beneficial owners of the Debentures. The cost of any such solicitation will be borne by the Company.

Please Read This Important Notice

Debentureholders may access the telephone conference call as follows:

Dial-in: 1-877-332-7536; Access Code: 26173760

PROXY INSTRUCTIONS

Debentureholders are strongly encouraged to vote by Proxy if the Debentureholder is a registered Debentureholder, or provide voting instruction forms as provided herein if the Debentureholder is a non-registered Debentureholder, either by mail, by phone or over the internet. Forms of Proxy and/or voting instruction forms must be received by the Trustee not later than 10.00 a.m. (Vancouver) on February 23, 2020 at its Calgary office, 350 - 300 5th Avenue SW, Calgary, Alberta T2P 3C4.

A form of Proxy returned to the Trustee will not be valid unless dated and signed by the Debentureholder or by the Debentureholder’s attorney duly authorized in writing or, if the Debentureholder 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 Debentureholder or by an attorney of a Debentureholder 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 Debentureholder.

The Debentures represented by forms of Proxy will be voted or withheld from voting in accordance with the instructions of the Debentureholder on any ballot that may be called for and, if the Debentureholder 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

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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 Information 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 Debentureholder has the right to appoint a person (who need not be a Debentureholder) to attend and act for such Debentureholder 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 the Trustee, 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 the Trustee as provided above, or to the Chairman of the Meeting.

REVOCATION OF PROXIES

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

(a) at the office of the Trustee to the attention of Proxy Department, at its Calgary office, 350 - 300 5[th] Avenue SW, Calgary, Alberta T2P 3C4, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) preceding the Meeting or any adjournment of the Meeting;
(b) by depositing an instrument in writing executed by the Debentureholder or by such attorney duly authorized in writing or, if the Debentureholder is a corporation, by an officer or attorney thereof duly authorized indicating the capacity under which such officer or attorney is signing at the 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;
(c) with the chairman of the Meeting on the day of the Meeting or any adjournment of the Meeting; or
(d) in any other manner permitted by law.

In addition, a proxy may be revoked by the Debentureholder executing another form of proxy bearing a later date and depositing same at the offices of the registrar and transfer agent of the Company within the time period set out under the heading "Voting of Proxies", or by the Debentureholder personally attending the Meeting and voting its Debentures.

SPECIAL INSTRUCTIONS FOR VOTING BY NON-REGISTERED DEBENTUREHOLDERS

The information set forth in this section is of significant importance to many Debentureholders of the Company, as a substantial number of Debentureholders do not hold Debentures in their own name . Debentureholders who do not hold their Debentures in their own name (referred to in this Information Circular as " Beneficial Debentureholders ") should note that only proxies deposited by Debentureholders whose names appear on the records of the Company as the registered holders of Debentures can be recognized and acted upon at the Meeting. If Debentures are listed in an account statement provided to a Debentureholder by a broker, then, in almost all cases, those Debentures will not be registered in the Debentureholder's name on the records of the Company. Such Debentures will likely be registered under the name of the Debentureholder’s broker or an agent of that broker. In Canada, the majority of such Debentures are registered under the name of CDS & Co. (the nominee of The Canadian Depository for Securities Limited, which acts as depositary for many Canadian brokerage firms). Debentures held by

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brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Debentureholder. Without specific instructions, a broker and its agents and nominees are prohibited from voting securities for the broker's clients. Therefore, Beneficial Debentureholders should ensure that instructions respecting the voting of their Debentures are communicated to the appropriate person .

Applicable regulatory rules require intermediaries/brokers to seek voting instructions from Beneficial Debentureholders in advance of Debentureholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Debentureholders in order to ensure that their Debentures are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Debentureholder by its broker (or the agent of the broker) is identical to the form of proxy provided to registered Debentureholders. However, its purpose is limited to instructing the registered Debentureholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Debentureholder. The majority of brokers delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (" Broadridge "). Broadridge typically prepares a Voting Information Form (" VIF ") and mails the VIF to the Beneficial Debentureholders and asks Beneficial Debentureholders to return the VIF to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Debentures to be represented at a meeting. A Beneficial Debentureholder receiving a VIF from Broadridge cannot use that VIF to vote Debentures directly at the Meeting. The VIF must be returned to Broadridge well in advance of the Meeting in order to have the Debentures voted at the Meeting .

Although a Beneficial Debentureholder may not be recognized directly at the Meeting for the purposes of voting Debentures registered in the name of its broker (or an agent of the broker), a Beneficial Debentureholder may attend at the Meeting as proxyholder for the registered Debentureholder and vote the Debentures in that capacity. Beneficial Debentureholders who wish to attend the Meeting and indirectly vote their Debentures as proxyholder for the registered Debentureholder should enter their own names in the blank space on the VIF provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), the Company has distributed copies of proxy-related materials in connection with this Meeting (including this Information Circular) indirectly to Beneficial Debentureholders. The Company is not relying on the notice and access delivery procedures outlined in NI 54-101 to distribute copies of the proxy-related materials in connection with the Meeting.

If you are a Beneficial Owner Holders who has objected to the Intermediary through which your Debentures are held disclosing ownership information about you to the Company (and who has not otherwise waived their right to receive proxy-related materials), you should be aware that the Company will be paying for intermediaries to deliver copies of the proxy-related materials and related documents. Accordingly, you will receive copies of the proxy-related materials and related documents.

VOTING DEBENTUREHOLDERS AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Debentures

The Company is authorized under the Indenture to issue up to $25,000,000 principal amount of Debentures, of which a total of $24,995,000 principal amount of Debentures (24,995 Debentures) were issued and outstanding as at the close of business on December 31, 2020 (the " Record Date "). The Debentures are entitled to be voted at the Meeting on the basis of one vote in respect of each $1,000 principal amount of each Debentures.

Principal Holders of Debentures

To the knowledge of the directors and executive officers of the Company, as of the date hereof, no person beneficially owns or controls, directly or indirectly, Debentures carrying more than ten (10%) percent of the voting rights of the outstanding Debentures.

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Debentureholder Rights

Some of your rights as a Debentureholder, including those relating to the Meeting, are described generally in this Information Circular. For more details, reference is made to the full text of the Indenture, a copy of which is posted for public access on the Company's SEDAR profile at www.sedar.com.

VOTES NECESSARY TO PASS RESOLUTIONS

The Indenture provides that one or more Debentureholders present in person or represented by proxy and owning or representing at least 25% of the principal amount of the Debentures then outstanding represent in person or by proxy and passed by the favourable votes of the holders of not less than 66⅔% of the principal amount of the outstanding Debentures present or represented by proxy at the meeting and voted upon on a poll on such resolution.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

The Indenture confers upon the Debentureholders the power, exercisable by extraordinary resolution, to, among other things: (i) authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; and (ii) assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Company and to authorize the Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission.

Debenture Amendments

Given the power of the Debentureholders to supplement the Debenture Indenture, at the Meeting, the Debentureholders will be asked to pass an extraordinary resolution (the “ Debenture Amendment Resolution ”) approving certain amendments (the “ Debenture Amendments ”) to the Indenture governing the Debentures to:

(a) extend the maturity date of the Debentures from February 28, 2021 to February 28, 2024;
(b) increase the interest rate of the Debentures from 8.00% to 12.00% per annum effective February 28, 2021;
(c) to amend the redemption price to an amount equal to 103% of the principal amount, including accrued and unpaid interest thereon up to (and including) the redemption date up to February 28, 2023 and thereafter until the maturity date to an amount equal to 101.50% of the principal amount, including accrued and unpaid interest thereon up to (and including) the redemption date;
(d) grant to the Trustee, on its behalf and on behalf of the Debentureholders, a first charge security interest in all of the Company’s present and after acquired properties;
(e) grant a conversion right to the holder of a Debenture pursuant to which Debentureholders may require the Company to convert their outstanding Debentures pro rata up to a maximum amount of $6,250,000 of the principal amount of Debentures so converted at a conversion price of $0.95 and expiring March 31, 2021, and delete the entirety the Debentureholder’s right to convert any part of the principal amount of a Debenture into common shares in the capital of the Company; and
(f) make such other consequential amendments as required to give effect to the foregoing as more fully set forth in the Information Circular.

The full text of the Debenture Amendment Resolution to be considered, and if thought appropriate, passed by Debentureholders, and the supplemental indenture (in draft form) that will be entered into by the Company and the Trustee to evidence the amendments if the Extraordinary Resolution is passed by the Debentureholders at the Meeting (the “ Supplemental Indenture ”) are set forth in Appendix ‘A-1’ and Appendix ‘B’ to this Information Circular, respectively. If the Debenture Amendment Resolution is approved by the Debentureholders and all required regulatory

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approvals are obtained, the effective date of the Debenture Amendments will be the date that the Company enters into the Supplemental Indenture.

Debentureholders are encouraged to read the full text of the Debenture Amendment Resolution and the Supplemental Indenture in their entirety.

Unless otherwise directed, the management representatives named in the accompanying form of proxy intend to vote FOR the Debenture Amendment Resolution at the Meeting. The Board of Directors unanimously recommends that Debentureholders vote FOR the Debenture Amendments. In order for the Debenture Amendment Resolution to be passed, it must be proposed at a meeting of Debentureholders duly convened for that purpose and held in accordance with the provisions of Article 11 of the Indenture, at which there are present in person or by proxy Debentureholders holding at least 25% of the aggregate principal amount of all then outstanding Debentures and passed by the affirmative votes of Debentureholders holding not less than 66⅔% of the aggregate principal amount of all then outstanding Debentures represented at the meeting.

Delisting from CSE

At the Meeting, the Debentureholders will be asked to approve the resolution approving the delisting of the Debentures from the Canadian Securities Exchange (the “ CSE ”), the full text of which is set forth in Appendix “A-2” to the Information Circular (the “ Delisting Resolution ” and together with the Debenture Amendment Resolution the “ Extraordinary Resolutions ”). Debentureholders are encouraged to read the full text of the Delisting Resolution in its entirety.

Unless otherwise directed, the management representatives named in the accompanying form of proxy intend to vote FOR the Delisting Resolution at the Meeting. The Board of Directors unanimously recommends that Debentureholders vote FOR the Delisting Resolution. In order for the Delisting Resolution to be passed, it must be proposed at a meeting of Debentureholders duly convened for that purpose and held in accordance with the provisions of Article 11 of the Indenture, at which there are present in person or by proxy Debentureholders holding at least 25% of the aggregate principal amount of all then outstanding Debentures and passed by the affirmative votes of Debentureholders holding not less than 66⅔% of the aggregate principal amount of all then outstanding Debentures represented at the meeting.

The Debentures trade on the CSE under the symbol "PLUS.DB". The Amendments are subject to the approval of the CSE.

Listing on the CSE

At the Meeting, the Debentureholders will be asked to approve the resolution approving the listing of the Amended Debentures on the CSE the full text of which is set forth in Appendix “A-3” to the Information Circular (the “ Listing Resolution ”). Debentureholders are encouraged to read the full text of the Listing Resolution in its entirety.

Unless otherwise directed, the management representatives named in the accompanying form of proxy intend to vote FOR the Listing Resolution at the Meeting. The Board of Directors unanimously recommends that Debentureholders vote FOR the Listing Resolution. In order for the Listing Resolution to be passed, it must be proposed at a meeting of Debentureholders duly convened for that purpose and held in accordance with the provisions of Article 11 of the Indenture, at which there are present in person or by proxy Debentureholders holding at least 25% of the aggregate principal amount of all then outstanding Debentures and passed by the affirmative votes of Debentureholders holding not less than a majority of the aggregate principal amount of all then outstanding Debentures represented at the meeting.

Consent Fee

At the Meeting, the Debentureholders will be asked to approve the resolution approving the payment to those Debentureholder having consented to the Extraordinary Resolutions on or before February 22, 2021 a consent fee equal to $499 for every $1,000 principal amount of Debentures held by such Debentureholders as at the Record Date and to be paid in the form of common share purchase warrants (the “ Consent Fee ” and together with Debenture Amendments, Delisting Amendment and Listing Amendment, the “ Amendments ”), the full text of the Consent Fee

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Resolution to be considered, and if thought appropriate, passed by Debentureholders, is set forth in Appendix ‘A-4’ to this Information Circular (the “ Consent Fee Resolution ” and together with the Listing Resolution, the “ Ordinary Resolutions ”). Debentureholders are encouraged to read the full text of the Consent Fee Resolution in its entirety.

In consideration of the Consent Fee, the Company shall issue to the Debentureholders one (1) common share purchase warrant (each, a “ Warrant ”) for every $1.10 Consent Fee consideration to be received by Debentures held by such Debentureholders as at the Record Date for an aggregate of 454 Warrants for every $1,000 principal amount of Debentures. Each whole Warrant shall entitle the holder thereof to purchase one (1) Subordinate Voting Share at a price of $1.10 per share and expiring on February 28, 2024.

Unless otherwise directed, the management representatives named in the accompanying form of proxy intend to vote FOR the Consent Fee Resolution at the Meeting. The Board of Directors unanimously recommends that Debentureholders vote FOR the Consent Fee Resolution. In order for the Consent Fee Resolution to be passed, it must be proposed at a meeting of Debentureholders duly convened for that purpose and held in accordance with the provisions of Article 11 of the Indenture, at which there are present in person or by proxy Debentureholders holding at least 25% of the aggregate principal amount of all then outstanding Debentures and passed by the affirmative votes of Debentureholders holding not less than a majority of the aggregate principal amount of all then outstanding Debentures represented at the meeting.

Recommendation of the Board of Directors

The Board of Directors has concluded the Amendments are in the best interests of the Company, and as such, authorized submission of this Information Circular and the proposed Extraordinary Resolutions and Ordinary Resolutions to Debentureholders for approval.

IF THE ACCOMPANYING FORM OF PROXY OR VOTING INSTRUCTION FORM IS COMPLETED BY DEBENTUREHOLDERS OF THE APPLICABLE NUMBER OF THE PRINCIPAL AMOUNT OF DEBENTURES TO PASS THE RESOLUTIONS PRIOR TO THE DEBENTUREHOLDER MEETING, THE AMENDMENTS WILL BE APPROVED AND THE COMPANY WILL CANCEL THE MEETING.

Stock Exchange Listing

The Subordinate Voting Shares, share purchase warrants and the Debentures are listed and posted for trading on the CSE under the trading symbols “PLUS”, “PLUS.WT” and “PLUS.DB”, respectively. The Debentures commenced trading on the CSE on July 2, 2019. It is expected that the Debentures will cease to be listed on the CSE following the Amendments and the Board of Directors intend to apply to list the Amended Debentures with the exchange.

The closing price of the Debentures on January 22, 2021, the last full trading day on the CSE before the date of this Information Circular, was $75.00 for each $1,000 principal amount of Debentures.

The following table sets forth the high and low trading prices and the aggregate volume of trading of the Debentures (per $1,000 principal amount of Debentures) on the CSE for the periods indicated.

Period	Price Range High ($) Low ($) Volume
2020 January February March April May June July	62.00 57.00 335,000 60.00 44.00 168,000 45.00 25.00 433,000 30.00 30.00 54,000 58.00 35.00 172,000 55.00 54.50 35,000 55.50 50.00 57,000

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August	60.00	50.00	115,000
September	60.00	55.00	140,000
October	59.00	58.00	53,000
November	80.49	79.50	108,000
December	80.25	61.00	1,048,000
2021
January (1 -22)	75.00	62.00	926,000

Background for and Benefits of the Amendments

The Debentures

The Debentures were issued in connection with a private placement of the Company, which closed on February 28, 2019. The Debentures mature twenty-four (24) months following the applicable closing date and currently have a conversion price of $6.50 per subordinate voting share (each a “ Subordinate Voting Share ”) in the capital of the Company.

Background for the Amendments

The below discussion of the information and factors considered by the board of directors of the Company (the " Board of Directors ") is not intended to be exhaustive but is believed by the Board of Directors to include the material factors considered by the Board of Directors in its decision to recommend the approval each of the Extraordinary Resolutions.

Management and the Board of Directors regularly review and evaluate the Company's capital structure and strategic options with a view to enhancing securityholder value. The Board of Director s and management have been identifying and evaluating the options available to the Company to address the upcoming maturity of the Debentures, including amending the Debentures within the terms and conditions of the Indenture. The Board of Directors and management believe that implementation of the proposed Amendments will provide the Company with financing on acceptable terms and allow management to focus on the Company’s operations rather than on refinancing activities. In considering whether to recommend the approval of the proposed Amendments to the Debentureholders, the Board of Directors and management have given consideration to a number of factors including:

Extended Term

The extension of the maturity date from February 28, 2021 to February 28, 2024, will afford Debentureholders a longer period of time during which to receive interest at a favourable rate.

Security Interest

To provide additional protection to the holders of Debentures, the Amendments will include a grant to the Trustee, on its behalf and on behalf of the Debentureholders, a security interest in all of the Company’s present and after acquired properties. The amendment will grant the Debentureholders a priority ranking for the Debentureholders ahead of the Subordinate Voting Shares.

Attractive Interest Rate

In determining the appropriate interest rate on the Debentures, the Company carefully considered comments it received from Debentureholders. Based on the current low interest rate environment and in light of other reinvestment opportunities available, the Company believes that the 12.00% interest will represent an attractive yield.

Amended Debenture Conversion

To provide Debentureholders an improved opportunity to participate in the future share price appreciation of the Common Shares, the Amendments will also include a provision contingent on the approval of the Amendments such that the Company will on March 31, 2021 convert up to $6,250,000 of the principal amount of Amended Debentures

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outstanding as at the close of business on March 31, 2021 and having executed into Subordinate Voting Shares at a conversion price $0.95 per share (as defined in the Supplemental Indenture).

The Company believes that the threat of a dilutive issuance of Subordinate Voting Shares at depressed prices to satisfy the repayment of principal at maturity of the Debentures has been a cause of negative pressure on the trading price of its Subordinate Voting Shares which as a consequence has led to negative pressure on the trading price of its Convertible Debentures, and that this negative pressure may be relieved by extending the maturity date to February 28, 2024.

Consent Fee Warrant Issuance

Subject to regulatory approvals, those Debentureholders that consent to the Extraordinary Resolution on or before 10:00 a.m. (Vancouver time) on February 22, 2021 (the “ Consent Fee Deadline ”) will earn an increase to their return on investment by receiving a consent fee (the “ Consent Fee ”) as consideration equivalent to $499 for every $1,000 principal amount of Debentures held by such Debentureholders as at the Record Date, subject to the Extraordinary Resolutions being approved at the Meeting.

Debentureholders that do not vote in favour of the Amendments by this deadline will not be eligible to receive the Consent Fee, but will be bound by the Amendments if they become effective.

In consideration of the Consent Fee, the Company shall issue to the Debentureholders one (1) Warrant for every $1.10 Consent Fee consideration to be received by Debentures held by such Debentureholders as at the Record Date for an aggregate of 454 Warrants for every $1,000 principal amount of Debentures. Each whole Warrant shall entitle the holder thereof to purchase one (1) Subordinate Voting Share at a price of $1.10 per share and expiring on February 28, 2024.

Payment of the Consent Fee will be conditional upon, among other things, the Amendments being validly approved by Debentureholders, receipt of all required regulatory approvals and satisfaction of the other conditions precedent described in this Information Circular.

The obligation of the Company to pay any Consent Fee is subject to the following conditions:

a) the prior approval of the Amendments by the CSE;
b) subject to quorum of Debentureholders being present at the Meeting and the Meeting being duly called and constituted, Debentureholders holding not less than 66⅔% of the principal amount of the Debentures present or represented by proxy at the Meeting voting in favour of the Amendments;
c) the Supplemental Indenture becoming effective and binding on the Company; and
d) the absence of any law, regulation or stock exchange rule that would, and the absence of any pending or threatened injunction or other proceeding that (if adversely determined) would, make unlawful or invalid or enjoin the implementation of the Amendments or the entering into of the Second Supplemental Indenture, or the payment of the Consent Fee, or that would question the legality or validity of any of the foregoing,

(collectively, the “ Payment Conditions ”).

The Payment Conditions are for the benefit of the Company, and such conditions may be asserted by the Company, regardless of the circumstances giving rise to such Payment Conditions, and, provided the CSE has approved the Amendments, the Company may waive any of the other Payment Conditions, in whole or in part. Any determination by the Company described in this paragraph shall be final and binding upon all persons.

Notwithstanding anything to the contrary herein, in the case of any Debentures that are registered in the name of a clearing agency of which an intermediary is a participant, the Company may satisfy its obligation to pay to any Debentureholder a Consent Fee by paying such Consent Fee directly to the relevant intermediary, for the benefit of the beneficial owners of such Convertible Debentures.

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Certain Consequences if the Amendments are not approved by Debentureholders

If the Amendments are not approved by the Debentureholders at the Meeting, or any adjournment thereof, and the maturity of the Debentures is therefore not extended to February 28, 2024 from February 28, 2021, the Company will consider the alternatives available to it to address the maturity of the Debentures. There will be limited time for the Company to fully explore all available options and there is no guarantee that the Company will have sufficient time to arrange for the required financing in order to meet its obligation to deposit the required amount of cash in advance of the Maturity Date.

Other Required Approvals

In additional to approval of the Debentureholders, it is a condition precedent to the implementation of the Amendments that the approval of the CSE be obtained.

Effective Date of the Amendments

The Amendments will become effective on the date the Company and the Trustee enter into the Supplemental Indenture. Although the Company anticipates entering into the Supplemental Indenture on or about February 26, 2021, it is not possible to state with certainty when the effective date of the Amendments will occur. The effective date of the Amendments could be delayed for a number of reasons.

Although the Company intends to enter into the Supplemental Indenture as soon as possible following approval of the Extraordinary Resolutions, the Board of Directors has retained the discretion, without further notice to or approval of the Debentureholders, to revoke any of the Resolutions at any time prior to the Company entering into the Supplemental Indenture.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes the principal Canadian federal income tax considerations arising from and relating to the Amendments generally applicable to a Debentureholder who, for purposes of the Income Tax Act (Canada) (the “ Tax Act ”), and at all relevant times, deals at arm’s length with and is not affiliated with the Company, and holds Debentures as capital property. Debentures will generally be considered to be capital property to a Debentureholder unless the Debentureholder holds such Debentures in the course of carrying on a business or the Debentureholder acquired such Debentures in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary is not applicable to: (a) a Debentureholder that is a “financial institution” (for the purposes of the “markto-market” rules) or a “specified financial institution”, each as defined in the Tax Act; (b) a Debentureholder an interest in which would be a “tax shelter investment” within the meaning of the Tax Act; (c) a Debentureholder whose “functional currency” for the purposes of the Tax Act is the currency of a country other than Canada; or (d) a Debentureholder that has entered into or will enter into a “derivative forward agreement” with respect to the Debentures within the meaning of the Tax Act. Such Holders should consult their own tax advisors.

This summary is based upon the current provisions of the Tax Act and the published administrative practices of the Canada Revenue Agency (“ CRA ”). This summary also takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “ Tax Proposals ”) and assumes that all Tax Proposals will be enacted in the form proposed however, no assurance can be given that the Tax Proposals will be enacted in the form proposed, if at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Tax Proposals, does not take into account any changes in the law, whether by legislative, governmental or judicial action, nor does it take into account provincial, territorial or foreign tax considerations, which may differ significantly from those discussed herein.

It is not certain whether the Amendments would result in a disposition of the Debentures for Canadian tax purposes. Canadian jurisprudence has held that the amendment of fundamental terms of a debt instrument can result in the creation of a new debt obligation in some circumstances, and for certain purposes. Thus, there can be no assurance that the CRA would not treat the Amendments as a disposition of the Debentures, or that a Canadian court would agree with the CRA’s position, in the event that a court action is pursued in respect of any such CRA position. Each

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Debentureholder should consult its own tax advisor regarding the proper treatment of the Amendments for Canadian tax purposes.

No legal opinion from legal counsel or advance tax ruling from the CRA has been requested, or obtained to confirm the tax consequences to Debentureholders of the Amendments. This summary is not binding on the CRA, and the CRA is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the CRA and the Canadian courts could disagree with one or more of the positions taken in this summary.

This summary is of a general nature only and is not intended to be and should not be construed to be, legal or tax advice to any particular Debentureholder, and no representations with respect to the income tax consequences to any such holder are made. Debentureholders are urged to consult their own tax advisors for advice regarding the income tax consequences to them of the Amendments and acquiring, holding and disposing of Debentures, including the application and effect of the income and other tax laws of any country, province, state or local tax authority.

Holders Resident in Canada

The following discussion applies to a Debentureholder who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention, is, or is deemed to be, resident in Canada (a “ Resident Holder ”). Certain Resident Holders whose Debentures might not otherwise be considered capital property may, in certain circumstances, make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have the Debentures and all other “Canadian Securities”, as defined in the Tax Act, owned by such Resident Holder in the taxation year, and in all subsequent taxation years, deemed to be capital property. Resident Holders should consult with their own tax advisors if they contemplate making such an election.

Amendment of the Debentures

It is not certain whether the Amendments would result in a disposition of the Debentures for Canadian tax purposes. Canadian jurisprudence has held that the amendment of one or more fundamental terms of a debt instrument can result in the creation of a new debt obligation in some circumstances, and for certain purposes. The CRA has stated that it is a question of fact whether a new obligation is created. Thus, there can be no assurance that the CRA would treat the Amendments as a disposition of the 2020 Debentures, or that a Canadian court would agree with the CRA's position. Each Resident Holder should consult its own tax advisor regarding the proper treatment of the Amendments for Canadian tax purposes.

In the event that the Amendments do not cause a disposition of the Debentures, a Resident Holder will not be considered to have disposed of any property for tax purposes, and will have no adverse Canadian tax consequences at the time the Amendments become effective.

In the event that the Amendments cause a disposition of the Debentures, a Resident Holder will be deemed to have received proceeds of disposition equal to the fair market value of the Debentures owned by the Resident Holder at the time the Amendments become effective. The Resident Holder will recognize a capital gain (or loss) on the disposition equal to the amount by which the Resident Holder’s proceeds of disposition, net of any reasonable costs of disposition, are greater than (or less than) the adjusted cost base to the Resident Holder of the Debentures owned at the time the Amendments become effective. See “ Taxation of Capital Gains and Losses ” below. In such a case, the cost of the Debentures to the Resident Holder immediately after the time the Amendments become effective will be equal to the fair market value of the Debentures at that time.

In the event of a disposition of a Debenture, interest accrued thereon to the date of disposition may be included in computing the income of the Resident Holder, except to the extent that such amount was included in the Resident Holder’s income for the taxation year or a preceding taxation year.

Extended Interest on Debentures

A Resident Holder that is a corporation, partnership, unit trust or any trust of which a corporation or partnership is a beneficiary will generally be required to include in computing its income for a taxation year all interest (and amounts that are considered for the purposes of the Tax Act to be interest) on the Debentures that accrues or is deemed to accrue to the Resident Holder to the end of the particular taxation year or that has become receivable by or is received by the Resident Holder before the end of that taxation year, including on a conversion, redemption, retraction or

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repayment at maturity, except to the extent that such interest (or amount considered to be interest) was included in computing the Debentureholder’s income for a preceding taxation year.

Any other Resident Holder, including an individual, will be required to include in computing income for a taxation year all interest (and amounts that are considered for the purposes of the Tax Act to be interest) on the Debentures that is received or receivable by the Holder in that taxation year (depending upon the method regularly followed by the Debentureholder in computing income), including on a conversion, redemption, retraction or repayment at maturity, except to the extent that the interest (or amount considered to be interest) was included in the Resident Holder's income for a preceding taxation year. In addition, if at any time an Amended Debenture should become an "investment contract" (as defined in the Tax Act) in relation to the Resident Holder, such Resident Holder will be required to include in computing income for a taxation year any interest that accrues to the Resident Holder on the Debenture up to the end of any "anniversary day" (as defined in the Tax Act) in that year except to the extent such interest was otherwise included in the Resident Holder's income for that year or a preceding year.

A Resident Holder that throughout the relevant taxation year is a "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable to pay a tax, refundable in certain circumstances, on its "aggregate investment income", which is defined in the Tax Act to include interest income.

Other disposition of Debentures

A disposition or deemed disposition of an Amended Debenture by a Resident Holder, including a redemption, retraction, payment on maturity or purchase for cancellation, generally should result in the Resident Holder realizing a capital gain (or, subject to certain rules in the Tax Act, a capital loss) equal to the amount by which the proceeds of disposition, net of any amount otherwise required to be included in the Resident Holder's income as interest, exceed (or are less than) the aggregate of the adjusted cost base to the Resident Holder thereof and any reasonable costs of disposition. Such capital gain (or capital loss) should be subject to the tax treatment described below under “ Taxation of Capital Gains and Losses ”.

Upon a disposition or deemed disposition of an Debenture, interest thereon should be included in computing the income of the Resident Holder as described above under “ Interest on Debentures ”, and should be excluded in computing the Resident Holder's proceeds of disposition of the Debenture.

Taxation of Capital Gains and Losses

Generally, a Resident Holder is required to include in computing its income for a taxation year one-half of the amount of any capital gain (a “ taxable capital gain ”) realized in such taxation year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder is required to deduct one-half of the amount of any capital loss (an “ allowable capital loss ”) realized in a taxation year from taxable capital gains realized by the Resident Holder in the year. Allowable capital losses in excess of taxable capital gains may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years to the extent and in the circumstances described in the Tax Act.

Capital gains realized by an individual or by most trusts may give rise to alternative minimum tax under the Tax Act. In addition, Canadian-controlled private corporations (as defined in the Tax Act) may be subject to an additional refundable tax of 10 ⅔% on certain investment income, including interest and taxable capital gains.

Consent Fee

A Debentureholder who receives the Consent Fee will generally be required to include the fair market value of such Consent Fee in computing the income of the Debentureholder in the taxation year in which the Consent Fee is received or becomes receivable.

Holders Not Resident in Canada

The following discussion applies to a Debentureholder who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention: (i) is neither resident nor deemed to be resident in Canada; (ii) does not, and is not deemed to, use or hold the Debentures in carrying on a business in Canada; and (iii) is not a “specified shareholder” of the Company for purposes of subsection 18(5) of the Tax Act or a person who does not deal at arm’s length with such a specified shareholder (a “ Non-Resident Holder ”). In addition, this discussion does not apply to an

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insurer who carries on an insurance business in Canada and elsewhere or to an authorized foreign bank (as defined in the Tax Act).

Amendment of the Debentures

In the event that the Amendments cause a disposition of the Debentures for purposes of the Tax Act, a Non-Resident Holder will not generally be subject to tax under the Tax Act in respect of any capital gain (and will not be entitled to deduct any amount in respect of any capital loss) that may be realized on such a disposition unless the Debentures constitute “taxable Canadian property” to the Non-Resident Holder, and do not constitute “treaty-protected property” for purposes of the Tax Act at such time.

If a Debenture constitutes taxable Canadian property, a Non-Resident Holder may be exempt from tax under the Tax Act in respect of any capital gain (and will not be entitled to deduct any amount in respect of any capital loss) where the Convertible Debenture is “treaty-protected property” for purposes of the Tax Act. Non- Resident Holders to whom Debentures may constitute taxable Canadian property should consult their own tax advisors.

Additionally, a Non-Resident Holder may be subject to Canadian withholding tax under the Tax Act at a rate of 25% (subject to any reduction in accordance with any applicable income tax treaty or convention) in respect of any interest that may be considered paid or deemed to be paid to the Non-Resident Holder on a disposition of a Debenture arising as a result of the Amendments.

Consent Fee

Any Consent Fee payable to a Non-Resident Holder may be subject to Canadian withholding tax under the Tax Act at a rate of 25% (subject to any reduction in accordance with any applicable income tax treaty or convention). A NonResident Holder should consult their tax advisors with regard to the Consent Fee.

Other Tax Considerations

This summary is not intended to be an exhaustive review of the non-Canadian tax considerations in respect of the Amendments that may be applicable to Debentureholders who are subject to income tax outside of Canada. Such Debentureholders should consult their own tax advisors with respect to the tax implications of the Amendments, including any associated filing requirements in such jurisdictions.

RISKS RELATED TO THE AMENDMENTS

Market for Debentures

The Debentures currently trade on the CSE and it is expected that the Debentures will be delisted from the CSE following the Amendments. Although the Company intends to apply to list the Amended Debentures on the CSE, no assurance can be given that an active or liquid trading market for the Amended Debentures will develop, continue or be sustained. If an active or liquid market for the Amended Debentures fails to be sustained, the prices at which the Amended Debentures trade may be adversely affected.

The Indenture currently requires the Company to use reasonable commercial efforts to maintain the listing of the Debentures on the CSE. Accordingly, as part of the consequential amendments forming part of the Amendments, the Supplemental Indenture provides that the Company will not be required to maintain a listing of the Debentures on the CSE.

Conversion Right

The Amended Debentures may be converted into Subordinate Voting Shares on March 31, 2021 and in the circumstances and at the Conversion Price set forth in the Supplemental Indenture. Debentureholders should assume that the conversion right, when available, will be exercised.

Certain Consequences if the Amendments are not approved by Debentureholders

If the Debenture Amendment Resolution is not approved by the Debentureholders at the Meeting, or any adjournment thereof, the Company will consider the alternatives available to it to address the maturity of the Debentures. There will be limited time for the Company to fully explore all available options and there is no guarantee that the Company

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will have sufficient time to arrange for the required financing in order to meet its obligation to deposit the required amount of cash in advance of the Maturity Date.

Risks to Approving the Debenture Amendment Resolution

To the extent that Debentureholders vote in favour of the Debenture Amendment Resolution, Debentureholders may ultimately find that the Company is unable to repay the Debentures as at February 28, 2024. Following the maturity date of the existing Debentures but before the amended maturity date, the Company may become subject to a bankruptcy or similar proceeding. If Debentureholders vote in favour of the Debenture Amendment Resolution, Debentureholders will be exposed to the risk of nonpayment for a longer period of time.

Debentureholder Vote

The Indenture permits holders of 66 ⅔% of the outstanding principal amount of the Debentures represented at the Meeting to approve the Extraordinary Resolutions on a poll. The quorum requirement for the Meeting is 25% of all outstanding principal amount of Debentures; therefore, the Extraordinary Resolutions can each be approved with the support of holders of only 16.67% of the outstanding principal amount of the Debentures.

POTENTIAL CANCELLATION OF DEBENTUREHOLDER MEETING

Written Consent in Lieu of a Debentureholder Meeting

IF THE ACCOMPANYING FORM OF PROXY OR VOTING INSTRUCTION FORM IS COMPLETED BY DEBENTUREHOLDERS OF THE APPLICABLE NUMBER OF THE PRINCIPAL AMOUNT OF DEBENTURES TO PASS THE RESOLUTIONS PRIOR TO THE DEBENTUREHOLDER MEETING, THE AMENDMENTS WILL BE APPROVED AND THE COMPANY WILL CANCEL THE MEETING.

The Company or its representatives will seek the execution of the Form of Proxy or Voting Instruction Form in lieu of holding the Meeting. The Indenture provides, among other things, that any action which may be taken and all powers that may be exercised by Debentureholders at a meeting may also be taken and exercised by an instrument in writing signed by the holders of not less than 66⅔% of the principal amount of outstanding Debentures. Accordingly, the Company or its representatives may be soliciting signed instruments in writing in the form of the Form of Proxy or Voting Instruction Form in advance of the Meeting. If signed instruments in writing are obtained from Debentureholders of the applicable number principal amount of the Debentures before the Meeting, the Company will cancel the Meeting. If the Company elects to proceed in this manner, instruments in writing signed by the Debentureholders in accordance with the provisions of the Indenture shall be binding upon all Debentureholders, whether signatories thereto or not, and each and every Debentureholder and the Trustee shall be bound to give effect accordingly to such Extraordinary Resolutions and instruments in writing.

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No current or former executive officer, director or employee of the Company or of any of its subsidiaries is, or at any time since the beginning of the most recently completed financial year has been, indebted: (i) to the Company or any of its subsidiaries; or (ii) to another entity, where the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth in this Information Circular, the management of the Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer at any time since the beginning of the Company's last financial year or any proposed

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nominee for election as a director, or any associate or affiliate of any of the foregoing persons, in any matter to be acted upon at the Meeting other than the election of directors or the appointment of auditors.

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR at www.sedar.com under “Company Profiles - Plus Products Inc”. A full copy of the Indenture is available for review under the Company’s profile on SEDAR at www.sedar.com.

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 Information 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 Information Circular to vote the same in accordance with their best judgment of such matters.

APPROVAL OF INFORMATION CIRCULAR

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

DATED at Vancouver, British Columbia, the 26[th] day of January, 2021.

ON BEHALF OF THE BOARD OF PLUS PRODUCTS INC.

“Jacob F. Heimark”

Jacob F. Heimark Chief Executive Officer and Director

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APPENDIX “A-1” FORM OF DEBENTURE AMENDMENT RESOLUTION

“ BE IT RESOLVED as an extraordinary resolution that:

the amendments to the indenture between the Plus Products Inc. (the “ Company ”) and Odyssey Trust Company (“ Trustee ”) dated February 28, 2019 (the “ Indenture ”) governing the 8.0% unsecured convertible debentures of the Company due February 28, 2021 (the “ Debentures ”), as described in the management information circular of Company dated January 26, 2021 (the “ Information Circular ”) and set forth in a supplemental indenture (the (the “ Supplemental Indenture ”), substantially in the form attached as Appendix B to the Information Circular are hereby approved and authorized
notwithstanding that this extraordinary resolution has been duly passed, the board of directors of the Company may, without further notice to or approval of the holders of Debentures, revoke this extraordinary resolution at any time prior to the Company entering into the Supplemental Indenture;
the Trustee is hereby authorized and directed to negotiate the final form, enter into, execute and to cause to be executed on behalf of the holders of the Debentures or to deliver or cause to be delivered all such documents, agreements and instruments, and to do or cause to be done all such other acts and things as the Company or its advisors shall determine to be necessary or desirable to carry out the intent of this extraordinary resolution and the matters authorized hereby, such determination to be conclusively evidenced by the Company’s execution and delivery of any such document, agreement or instrument or written direction of the Company for the doing of any such act or thing; and
any director or officer of the Company is hereby authorized and directed to execute and deliver all documents and to do all other acts or things as such individual may, in his or her sole discretion, determine to be appropriate from time to time to give effect to the foregoing, including, without further notice to the Debentureholders, revocation of this extraordinary resolution at any time, such determination to be conclusively evidenced by the execution and delivery by such individual of such documents or the doing of such other acts or things.”

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APPENDIX “A-2” FORM OF DELISTING RESOLUTION

“ BE IT RESOLVED as an extraordinary resolution that:

the amendments to the indenture between the Plus Products Inc. (the “ Company ”) and Odyssey Trust Company dated February 28, 2019 (the “ Indenture ”) governing the 8.0% unsecured convertible debentures of the Company due February 28, 2021 (the “ Debentures ”), deleting in its entirety Section 7.8 of the Indenture, as described in the management information circular of the Company dated January 26, 2021 (the “ Information Circular ”) and set forth in a supplemental indenture (the “ Supplemental Indenture ”), substantially in the form attached as Appendix B to the Information Circular be approved and authorized and management of the Company be given the discretion to voluntarily delist the Debentures from the Canadian Securities Exchange
notwithstanding that this extraordinary resolution has been duly passed, the board of directors of the Company may, without further notice to or approval of the holders of Debentures, revoke this extraordinary resolution at any time prior to the Company entering into the Supplemental Indenture; and
any director or officer of the Company is hereby authorized and directed to execute and deliver all documents and to do all other acts or things as such individual may, in his or her sole discretion, determine to be appropriate from time to time to give effect to the foregoing, including, without further notice to the Debentureholders, revocation of this extraordinary resolution at any time, such determination to be conclusively evidenced by the execution and delivery by such individual of such documents or the doing of such other acts or things.”

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APPENDIX “A-3” FORM OF LISTING RESOLUTION

“ BE IT RESOLVED that:

the application of the Company to list its 12.0% secured debentures due February 28, 2024 (the “ Amended Debentures ”) on the Canadian Securities Exchange, as described in the management information circular of the Company dated January 26, 2021 (the “ Information Circular ”) be approved and authorized and management of the Company be given the discretion to voluntarily list the Amended Debentures on the Canadian Securities Exchange;
notwithstanding that this resolution has been duly passed, the board of directors of the Company may, without further notice to or approval of the holders of Amended Debentures, revoke this resolution at any time prior to the Company completing the Listing; and
any director or officer of the Company is hereby authorized and directed to execute and deliver all documents and to do all other acts or things as such individual may, in his or her sole discretion, determine to be appropriate from time to time to give effect to the foregoing, including, without further notice to the Debentureholders, revocation of this resolution at any time, such determination to be conclusively evidenced by the execution and delivery by such individual of such documents or the doing of such other acts or things.”

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APPENDIX “A-4”

FORM OF CONSENT FEE RESOLUTION

“ BE IT RESOLVED that:

the “Consent Fee” as described in the management information circular of the Company dated January 26, 2021 (the “ Information Circular ”) be approved and the Company is hereby authorized to: (a) create, issue and sell common share purchase warrants of the Company (each, a “ Warrant ”) each Warrant entitling the holder thereof to acquire one common share in the capital of the Company (each, a " Warrant Share ") at an exercise price of $1.10 per Warrant Share until February 28, 2024.
any one (1) director or officer of the Company be and is hereby authorized to execute, issue and deliver Warrant certificates for and in the name of the Company in respect of Warrants subscribed for pursuant to the Consent Fee.
the directors of the Company, acting in good faith and in the best interests of the Company, hereby fix the price of $1.10 per Warrant Share as the consideration for the allotment and issuance of each Warrant Share pursuant the exercise of the Warrants;
the Company is hereby authorized and directed to create, reserve and allot for issuance such number of Warrants as shall be sufficient to permit the issuance of the Warrants to the noted Debentureholders (as defined in the Information Circular) pursuant to the terms of the Consent Fee and the Information Circular.
Until the expiry of the rights to acquire Warrant Shares attaching to the Warrants, there be and shall be at all times set aside, reserved and kept available for issuance that number of authorized but unissued Common Shares of the Corporation as shall, from time to time, sufficient to permit the exercise of the Warrants, and the Corporation be and is hereby authorized to issue such Warrant Shares as fully paid and non-assessable Common Shares upon the exercise of the Warrants.
notwithstanding that this resolution has been duly passed, the board of directors of the Company may, without further notice to or approval of the holders of Amended Debentures, revoke this resolution at any time prior to the Company completing the Listing; and
any director or officer of the Company is hereby authorized and directed to execute and deliver all documents and to do all other acts or things as such individual may, in his or her sole discretion, determine to be appropriate from time to time to give effect to the foregoing, including, without further notice to the Debentureholders, revocation of this resolution at any time, such determination to be conclusively evidenced by the execution and delivery by such individual of such documents or the doing of such other acts or things.”

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APPENDIX “B” SUPPLEMENTAL INDENTURE

Please see attached.

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FIRST SUPPLEMENTAL INDENTURE

Made as of February ●, 2021

Between

PLUS PRODUCTS INC. (the “ Corporation ”)

and

ODYSSEY TRUST COMPANY

(the “ Trustee ”)

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ARTICLE 1 – INTERPRETATION ................................................................................................2 Section 1.1 Supplemental Indenture ....................................................................................2 Section 1.2 Indenture References ........................................................................................2 Section 1.3 Headings ...........................................................................................................2 Section 1.4 Applicable Law and Attornment .......................................................................2 Section 1.5 Conflict .............................................................................................................3 Section 1.6 Severability .......................................................................................................3 Section 1.7 Definitions.........................................................................................................3 ARTICLE 2 – AMENDMENTS .....................................................................................................5 Section 2.1 Benefits of Indenture.........................................................................................5 Section 2.2 Schedules ..........................................................................................................5 Section 2.3 Amendments to Form and Terms of Initial Debentures ...................................5 ARTICLE 3 – EXECUTION .........................................................................................................17 Section 3.1 Execution ........................................................................................................17 Schedule A – Form of Debenture ............................................................................................... A-1 Schedule B – Form of Conversion Notice .................................................................................. B-1 Schedule D – Form of Certificate of Transfer ............................................................................ D-1 Schedule E – Form of Certificate of Exchange ........................................................................... E-1 Schedule F – Form of Qualified Institutional Buyer Letter ......................................................... F-1 Schedule G – Form of Redemption Notice ................................................................................. G-1

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FIRST SUPPLEMENTAL INDENTURE

This Agreement is made as of February ●, 2021, between

PLUS PRODUCTS INC.

a company existing under the laws of British Columbia having its registered and records office in the City of Vancouver in the Province of British Columbia

(the “ Corporation ”)

AND

ODYSSEY TRUST COMPANY

a trust company incorporated under the laws of the Loan and Trust Corporations Act (Alberta) with an office in the City of Calgary in the Province of Alberta

(the “ Trustee ”)

WHEREAS the Corporation and the Trustee entered into an indenture dated February 28, 2019 (the “ Indenture ”), governing the terms of the Debentures (as defined in the Indenture) issuable by the Corporation from time to time;

AND WHEREAS Section 14.1 of the Indenture provides that the Corporation and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of, inter alia , giving effect to any Extraordinary Resolution (as defined in the Indenture) passed as provided in Article 11 of the Indenture;

AND WHEREAS the holders of the Initial Debentures (as defined in the Indenture) (the “ Initial Debentureholders ”), being the holders of all Debentures (as defined in the Indenture) issued pursuant to the Indenture, have duly passed an Extraordinary Resolution to provide for the extension and amendment of the Initial Debentures, and to enter into this First Supplemental Indenture with the Trustee to amend the terms of the Indenture and the Initial Debentures;

AND WHEREAS all necessary acts and proceedings have been done and taken and all necessary resolutions have been passed, including an Extraordinary Resolution of the Initial Debentureholders, to authorize the execution and delivery of this First Supplemental Indenture and the other documents contemplated therein, by the Corporation, to make the same effective and binding upon the Corporation and to amend the Initial Debentures;

AND WHEREAS the Trustee has agreed to enter into this First Supplemental Indenture, and the Trustee has agreed to hold all rights, interests and benefits contained herein for and on behalf of those persons who are holders of the Initial Debentures issued pursuant to the Indenture, as modified by this First Supplemental Indenture, from time to time;

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AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Trustee

NOW THEREFORE , in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties covenant, agree and declare as follows:

ARTICLE 1 – INTERPRETATION

Section 1.1 Supplemental Indenture

This First Supplemental Indenture is supplemental to the Indenture and the Indenture shall henceforth be read in conjunction with this First Supplemental Indenture, and all the provisions of the Indenture except only insofar as the same may be inconsistent with the express provisions hereof, shall apply and have the same effect as if all the provisions of the Indenture and this First Supplemental Indenture were contained in one instrument, and the expressions used herein, including the recitals hereto, shall have the same meanings as are ascribed to the corresponding expressions in the Indenture (as amended by this First Supplemental Indenture).

Section 1.2 Indenture References

On and after the date hereof, each reference in the Indenture (as supplemented by this First Supplemental Indenture) to "this indenture", "herein", "hereby" and similar references, and each reference to the Indenture in any other agreement, certificate, document or instrument relating thereto, shall mean and refer to the Indenture as amended by this First Supplemental Indenture. Except as specifically amended by this First Supplemental Indenture, all other provisions of the Indenture shall remain in full force and unchanged.

Section 1.3 Headings

The headings and the division of this First Supplemental Indenture into Articles and Sections are for convenience of reference only and shall not affect the interpretation of this First Supplemental Indenture.

Section 1.4 Applicable Law and Attornment

The Indenture, this First Supplemental Indenture, any supplemental indenture and the Debentures shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and shall be treated in all respects as British Columbia contracts, with respect to any suit, action or proceedings relating to the Indenture, this First Supplemental Indenture, any supplemental indenture or any Debenture, the Corporation, the Trustee and each holder irrevocably submit and attorn to the non-exclusive jurisdiction of the courts of the Province of British Columbia.

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Section 1.5 Conflict

In the event of a conflict or inconsistency between a provision in the body of this First Supplemental Indenture and in the Debentures, the provision in the body of this First Supplemental Indenture shall prevail to the extent of the conflict or inconsistency.

Section 1.6 Severability

In case any provision in this First Supplemental Indenture or in any of the Debentures shall be invalid, illegal, prohibited or unenforceable in any jurisdiction for any reason whatsoever, such provision shall, as to such jurisdiction only, be ineffective and shall be deemed to be severed herefrom or therefrom to the extent of such invalidity, illegality, prohibition or unenforceability but such invalidity, illegality, prohibition or unenforceability shall not invalidate, prejudice, impair or otherwise affect the remaining provisions of this First Supplemental Indenture or any of the Debentures nor shall it affect the validity or enforceability of such provision in any other jurisdiction.

Section 1.7 Definitions

(1) In this First Supplemental Indenture, all terms contained herein which are defined in the Indenture, as supplemented hereby, shall, for all purposes hereof, have the meanings given to such terms in the Indenture, as supplemented hereby, unless the context otherwise specifies or requires.

(a) The definition of “ Conversion Price ” in Section 1.1(15) of the Indenture is hereby deleted in its entirety and replaced with the following:
- “ “Conversion Price” means the dollar amount equal to $0.95 for which each Subordinate Voting Share may be issued upon the conversion of Debentures or any series of Debentures which are by their terms convertible in accordance with the provisions of Article 6 of the First Supplemental Indenture”
(b) The definition of “ CSE ” in Section 1.1(18) of the Indenture is hereby deleted in its entirety.
(c) The definition of “ Current Market Price ” in Section 1.1(19) of the Indenture is hereby deleted in its entirety.
(d) The definition of “ Date of Conversion ” in Section 1.1(20) of the Indenture is hereby deleted in its entirety.
(e) The definition of “ Initial Debenture ” in Section 1.1(35) of the Indenture is hereby deleted in its entirety and replaced with the following:
“ “Initial Debentures” means the Debentures designated as “12.00% Secured Debentures” and described in Section 2.5;”

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(f) The definition of “ Ineligible Consideration ” in Section 1.1(32) of the Indenture is hereby deleted in its entirety.
(g) The definition of “ Redemption Price ” in Section 1.1(52) of the Indenture is hereby deleted in its entirety and replaced with the following:

“ “Redemption Price” means, in respect of a Debenture, i) until February 28, 2023, an amount equal to 103% of the principal amount, including accrued and unpaid interest thereon up to (and including) the Redemption Date, and ii) from February 28, 2023 until the Maturity Date, an amount equal to 101.50% of the principal amount, including accrued and unpaid interest thereon up to (and including) the Redemption Date, payable on the Redemption Date.”

(h) The definition of “ Securities ” in Section 1.1(58) of the Indenture is hereby deleted in its entirety.
(i) The definition of “ Secured Creditor ” in Section 1.1(59) of the Indenture is hereby deleted in its entirety.
(j) The definition of “ Secured Indebtedness ” in Section 1.1(60) of the Indenture is hereby deleted in its entirety.
(k) The definition of “ trading day ” in Section 1.1(67) of the Indenture is hereby deleted in its entirety.
(l) The definition of “ VWAP ” in Section 1.1(78) of the Indenture is hereby deleted in its entirety.
(2) In addition, the following terms have the meanings set out below:
(a) “ Secured Assets ” means all assets of the Corporation subject to, or intended to be subject to, the Security Interests created pursuant to the Security Documents.
(b) “ Security Agreement ” means the security agreement entered into by the Corporation in favor of the Trustee, on behalf of itself and the Debentureholders, providing for, inter alia , the grant of the Security Interests on the Secured Assets, in form acceptable to the Trustee.
(c) “ Security Documents ” means all security granted in favour of the Trustee, on behalf of itself and the Debentureholders, including, without limitation, the Security Agreements.
(d) “ Security Interests ” means the security interests granted to the Trustee on behalf of itself and the Debentureholders in the Secured Assets pursuant to the terms and conditions of the Security Agreement and “ Security Interest ” means any one thereof.

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ARTICLE 2– AMENDMENTS

Section 2.1 Benefits of Indenture

Section 1.12 of the Indenture is hereby deleted and replaced with the following:

“ Section 1.12 Benefits of Indenture

Nothing in this Indenture or in the Debentures, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any paying agent, the holders of Debentures any benefit or any legal or equitable right, remedy or claim under this Indenture.”

Section 2.2 Schedules

Section 1.18 of the Indenture is hereby deleted and replaced with the following:

“ Section 1.18 Schedules

(1) The following Schedules are incorporated into and form part of this Indenture:

Schedule A – Form of Debenture Schedule B – Form of Conversion Notice Schedule D – Form of Certificate of Transfer Schedule E – Form of Certificate of Exchange Schedule F – Form of Qualified Institutional Buyer Letter Schedule G – Form of Redemption Notice

(2) In the event of any inconsistency between the provisions of any Section of this Indenture and the provisions of the Schedules which form a part hereof, the provisions of this Indenture shall prevail to the extent of the inconsistency.”

Section 2.3 Amendments to Form and Terms of Initial Debentures

(1) Section 2.5 of the Indenture is hereby deleted and replaced with the following:

“ Section 2.5 Form and Terms of Initial Debentures

(1) The first series of Debentures (the “ Initial Debentures ”) authorized for issue immediately is limited to an aggregate principal amount of up to $25,000,000 and shall be designated as “12.00% Secured Debentures”.

(2) The Initial Debentures shall be dated the date of closing of the Offering and shall mature on February 28, 2024 (the “ Maturity Date ” for the Initial Debentures).

(3) The Initial Debentures shall: (i) continue to bear interest from the date of issue at the rate of 8.00% per annum to but excluding February 28, 2021; and (ii) thereafter bear

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interest from and including February 28, 2021 at the rate of 12.00% per annum payable in equal semi-annual payments in arrears on December 31 and June 30 in each year. The final payment of interest at the rate of 8.00% per annum will fall due on December 31, 2020, which payment will include interest from and including June 30, 2020 up to, but not including, February 28, 2021 at the rate of 8.00% per annum. The first payment of interest at the rate of 12.00% per annum will fall due on June 30, 2021, representing accrued interest for the period from January 1, 2021 up to but not including February 28, 2021 at a rate of 8.00% per annum and from February 28, 2021 to June 30, 2021 at 12.00% per annum. The last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) will fall due on February 28, 2024, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semiannually. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record date for the payment of interest on the Initial Debentures will be the last Business Day of the month preceding the month of the applicable Interest Payment Date.

(4) The Initial Debentures will be redeemable in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable before September 28, 2019, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as provided herein. On and after September 28, 2019 and at any time prior to the Maturity Date, the Initial Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in Section 4.3 at the applicable Redemption Price. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule G.

(5) The Initial Debentures will be direct secured obligations of the Corporation in accordance with the provisions of Article 5. The Initial Debentures will rank pari passu in right of payment of principal and interest with all other Debentures issued under the Offering or under indentures supplemental to the Indenture (regardless of their actual date or terms of issue).

(6) The Initial Debentures are convertible in accordance with the terms of Article 6. The Debentureholder shall have the right at its option to convert, any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Subordinate Voting Shares at the Conversion Price and up to the Maximum Conversion Amount. The Conversion Notice for the Initial Debentures shall be substantially in the form of Schedule B.

(7) A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Option pursuant to the provisions of (7) may be surrendered for repurchase or conversion only if such notice is withdrawn in accordance with this Indenture.

(8) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial Debenture and the certificate of the Trustee endorsed

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thereon shall be issued in substantially the form set out in Schedule A, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Initial Debenture in accordance with Section 2.8 of the Indenture, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time, be, approved by a resolution of the Board of Directors, or as specified in an Officer’s Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another.

The Initial Debentures shall be issued in the form of one or more Debenture Certificates and as Uncertificated Debentures. Notwithstanding the foregoing, Initial Debentures issued to U.S. Purchasers (other than Qualified Institutional Buyers that have delivered to the Corporation a Qualified Institutional Buyer Letter) shall be issued only as Debenture Certificates.

(9) Upon the occurrence of a Change of Control, and subject to the provisions and conditions of this subsection 2.5(8), the Corporation shall be obligated to offer to purchase or convert all of the outstanding Initial Debentures on the following terms and conditions:

(a) Not less than 5 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Initial Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice ”). Prior to the Change of Control Purchase Date (as defined below), the Debentureholders shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 100% of the principal amount thereof plus accrued and unpaid interest (the “ Offer Price ”); or (ii) if the Change of Control results in a new issuer, convert the Debentures into replacement notes of the new issuer in the aggregate principal amount of 101% of the aggregate principal amount of the Debentures held by the electing holder, with such adjustments as are required to make the replacement notes otherwise economically equivalent to the Debentures, but otherwise on the terms of the Debentures (the “ Change of Control Offer ”). The “ Change of Control Purchase Date” shall be the date that is 30 Business Days after the date of the Change of Control Notice is delivered to holders of Initial Debentures.

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(b) If 90% or more in aggregate principal amount of Initial Debentures outstanding on the date the Corporation provides the Change of Control Notice to holders of the Initial Debentures have been surrendered for purchase pursuant to the Change of Control Offer on the expiration thereof, the Corporation has the right upon written notice provided to the Trustee within 10 days following the expiration of the Change of Control Offer, to redeem all the Initial Debentures remaining outstanding on the expiration of the Change of Control Offer at the Offer Price as at the Change of Control Purchase Date (the “90% Redemption Right ”).

(c) Upon receipt of notice that the Corporation has exercised or is exercising the 90% Redemption Right and is acquiring the remaining Initial Debentures:

(i) the Trustee shall promptly provide written notice to each Debentureholder that did not previously accept the Change of Control Offer that the Corporation has exercised the 90% Redemption Right and is purchasing all outstanding Initial Debentures effective on the expiry of the Change of Control Offer at the Offer Price, and shall include a calculation of the amount payable to such holder as payment of the Offer Price as at the Change of Control Purchase Date;

(ii) each such holder must transfer their Initial Debentures to the Trustee on the same terms as those holders that accepted the Change of Control Offer and must send their respective Initial Debentures, duly endorsed for transfer, to the Trustee within 10 days after receipt of such notice; and

(iii) the rights of such holder under the terms of the Initial Debentures and this Indenture cease effective as of the date of expiry of the Change of Control Offer provided the Corporation has, on or before the time of notifying the Trustee of the exercise of the 90% Redemption Right, paid the Offer Price to, or to the order of, the Trustee and thereafter the Initial Debentures shall not be considered to be outstanding and the holder shall not have any right except to receive such holder’s Offer Price upon surrender and delivery of such holder’s Initial Debentures in accordance with the Indenture.

(d) The Corporation shall, on or before 11:00 a.m. (Pacific time) on the Business Day immediately prior to the Change of Control Purchase Date, deposit with the Trustee or any paying agent to the order of the Trustee, such sums of money as may be sufficient to pay the Offer Price of the Initial Debentures to be purchased or redeemed by the Corporation on the Change of Control Purchase Date (less any tax required by law to be deducted in respect of accrued and unpaid interest), provided the Corporation may elect to satisfy this requirement by providing the Trustee with a certified cheque or wire transfer for such amounts required under this clause 2.5(8)(d) post-dated to the date of expiry of the Change of Control Offer. The Corporation shall also deposit with the Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Trustee in connection with such purchase. Every such deposit shall be irrevocable. From the sums so deposited, the Trustee shall pay or cause to be paid to the holders of such Initial Debentures, the Offer Price to which they are entitled (less any

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tax required by law to be deducted in respect of accrued and unpaid interest) on the Corporation’s purchase.

(e) In the event that one or more of such Initial Debentures being purchased in accordance with this subsection 2.5(8) becomes subject to purchase in part only, upon surrender of such Initial Debentures for payment of the Offer Price, the Corporation shall execute and the Trustee shall certify and deliver without charge to the holder thereof or upon the holder’s order, one or more new Initial Debentures for the portion of the principal amount of the Initial Debentures not purchased.

(f) Initial Debentures for which holders have accepted the Change of Control Offer and Initial Debentures which the Corporation has elected to redeem in accordance with this subsection 2.5(8) shall become due and payable at the Offer Price on the Change of Control Purchase Date, in the same manner and with the same effect as if it were the date of maturity specified in such Initial Debentures, anything therein or herein to the contrary notwithstanding, and from and after the Change of Control Purchase Date, if the money necessary to purchase or redeem, the Initial Debentures shall have been deposited as provided in this subsection 2.5(8) and affidavits or other proofs satisfactory to the Trustee as to the publication and/or mailing of such notices shall have been lodged with it, interest on the Initial Debentures shall cease. If any question shall arise as to whether any notice has been given as above provided and such deposit made, such question shall be decided by the Trustee whose decision shall be final and binding upon all parties in interest.

(g) In case the holder of any Initial Debenture to be purchased or redeemed in accordance with this subsection 2.5(8) shall fail on or before the Change of Control Purchase Date to so surrender such holder’s Initial Debenture or shall not within such time accept payment of the monies payable or give such receipt therefor, if any, as the Trustee may require, such monies may be set aside in trust without interest, either in the deposit department of the Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Debentureholder of the sum and the Debentureholder shall have no other right except to receive payment of the monies so paid and deposited upon surrender and delivery of such holder’s Initial Debenture. In the event that any money required to be deposited hereunder with the Trustee or any depository or paying agent on account of principal, premium, if any, or interest, if any, on Initial Debentures issued hereunder shall remain so deposited for a period of six years from the Change of Control Purchase Date, then such monies, together with any accumulated interest thereon, or any distributions paid thereon, shall at the end of such period be paid over or delivered over by the Trustee or such depository or paying agent to the Corporation and the Trustee shall not be responsible to Debentureholders for any amounts owing to them.

(h) Subject to the provisions above related to Initial Debentures purchased in part, all Initial Debentures redeemed and paid under this subsection 2.5(9) shall forthwith be delivered to the Trustee and cancelled and no Initial Debentures shall be issued in substitution therefor.

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(10) A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Offer pursuant to the provisions of subsection 2.5(9) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture.”

(2) Section 2.13 of the Indenture is hereby deleted and replaced with the following:

“ Section 2.13 Debentures to Rank Pari Passu

(1) The Debentures will be direct secured obligations of the Corporation in accordance with the provisions of Article 5 of the Indenture. Each Debenture of the same series of Debentures will rank pari passu with each other Debenture of the same series (regardless of their actual date or terms of issue) and, subject to statutory preferred exceptions, in priority all other present and future secured indebtedness of the Corporation.

(2) Notwithstanding Article 5, during the period that any Debentures are outstanding, the Corporation agrees that it will not grant new encumbrances or liens or otherwise grant any new security interest in any of its assets without the prior consent of Canaccord Genuity Corp. and the lead investor in the Offering, such consent not to be unreasonably withheld or delayed.”

(3) Article 5 of the Indenture is hereby deleted and replaced with the following:

“ARTICLE 5 – SECURITY OF DEBENTURES

Section 5.1 Applicability of Article and Security

To secure the prompt and complete payment and performance when due of all of its obligations under this Indenture and the Debentures, the Corporation has executed and delivered, or caused to be executed and delivered, to the Trustee the Security Documents.

Section 5.2 Registration

The Corporation will ensure that this Indenture and all documents, caveats, security notices, financing statements, registrations, forms and financing change statements in respect thereof, including the Security Documents, are promptly filed and re-filed and registered as often as may be required by applicable law or as may be necessary or desirable to perfect and preserve the Security Interests granted by the Security Documents as first priority Security Interests and will promptly provide the Trustee with evidence (satisfactory to the Trustee) of such filing, registration and deposit after the making thereof. The Corporation will ensure that in respect of all shares that are pledged pursuant to the applicable Security Documents that all such shares are certificated and delivered to the Trustee, accompanied by stock transfer powers or such other documentation reasonably requested by the Trustee.

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Section 5.3 Additional Indebtedness

This Indenture does not restrict the Corporation from incurring additional indebtedness for borrowed money or other obligations or liabilities or mortgaging, pledging or charging its properties to secure any indebtedness or liabilities.”

(4) Article 6 of the Indenture is hereby deleted and replaced with the following:

“ ARTICLE 6 CONVERSION OF DEBENTURES

Section 6.1 Conversion Right

(1) Subject to regulatory approval, subsection 2.5(6) and Article 5 and any applicable restriction of the conversion of Debentures of such series), commencing March 1, 2021, but subject to Section 6.5, a holder of the Debentures shall have the right, at its option, to require the Corporation to convert his Debentures into Subordinate Voting Shares or other securities of the Corporation, at such conversion rate, and on the date which expiring March 31, 2021 (the “ Conversion Date ”), all or any part of the Debentures held at a price equal to Conversion Price. Each holder of Debentures who elects to have its Debentures converted by the Corporation shall so notify the Trustee during a period (the “ Conversion Notice Period ”) commencing on the Business Day immediately commencing on March 1, 2021 and ending at 4:00 p.m. (Pacific time) on the date which is two Business Days prior to the Conversion Date. Any such notice (a “ Conversion Notice ”) shall be substantially in the form attached as Schedule “B” and when received by the Trustee from a holder shall be irrevocable.

(2) Such right of conversion shall extend only to the maximum number of whole Subordinate Voting Shares into which the aggregate principal amount of the Debenture and any accrued or unpaid interests or Debentures surrendered for conversion at any one time by the holder thereof may be converted. Any such fraction shall be rounded down to the nearest whole Subordinate Voting Share. The Corporation will to pay cash to the Debenture holder in an amount equal to any such fraction multiplied by the Conversion Price. If more than one Debenture shall be surrendered for conversion at one time by the same holder, the number of whole Subordinate Voting Shares issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of such Debentures to be converted.

Section 6.2 Manner of Exercise of Right to Convert

(1) The holder of a Debenture desiring to convert such Debenture in whole or in part into Subordinate Voting Shares shall surrender such Debenture Certificate to the Trustee at its principal office in the City of Calgary, Alberta together with the Conversion Notice exercising its right to convert such Debenture in accordance with the provisions of this Article; provided that with respect to an Uncertificated Debenture, registration and surrender of interests in the Debentures will be made only through the Depository’s non-certificated system. Restricted Uncertificated Debentures and Restricted Physical Debentures shall be converted into Subordinate Voting Shares and marked to bear the U.S. Legend, and Unrestricted Uncertificated

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Debentures shall be converted into Subordinate Voting Shares issued under unrestricted share CUSIP #72941N100. Upon the Trustee receiving an executed Conversion Notice with the box therein being ticked, the Trustee will issue Subordinate Voting Shares without the U.S. Legend under unrestricted share ISIN #CA72941N1006. Thereupon such Debentureholder or, subject to compliance with the applicable terms and provisions hereof and payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all reasonable requirements of the Trustee, its nominee(s) or assignee(s) shall be entitled to be entered in the books of the Corporation as at the Conversion Date as the holder of the number of Subordinate Voting Shares, as applicable, into which such Debenture is convertible in accordance with the provisions of this Article and, as soon as practicable thereafter, the Corporation shall deliver to such Debentureholder a certificate or certificates for such Subordinate Voting Shares or deposit such Subordinate Voting Shares through the Depository’s non-certificated system and make or cause to be made any payment of interest to which such holder is entitled in accordance with this Article 6.

(2) For the purposes of this Article, a Debenture shall be deemed to be surrendered for conversion on the date Conversion Date and in accordance with the provisions of this Article or, in the case of an Uncertificated Debenture which the Trustee received notice of and all necessary documentation in respect of the exercise of the conversion rights and, in the case of a Debenture so surrendered by mail or other means of transmission, on the date on which it is received by the Trustee at the principal offices of the Trustee in Calgary, Alberta; provided that if a Debenture is surrendered for conversion on a day on which the register of Subordinate Voting Shares is closed, the Person or Persons entitled to receive Subordinate Voting Shares shall become the holder or holders of record of such Subordinate Voting Shares as at the date on which such registers are next reopened.

Section 6.3 Partial Conversion

(1) Subject to 6.5, any part, being $1,000 or an integral multiple thereof, of a Debenture in a denomination in excess of $1,000 may be converted as provided in this Article and all references in this Indenture to conversion of Debentures shall be deemed to include conversion of such parts.

(2) The holder of any Debenture of which only a part is converted shall, upon the exercise of its right of conversion surrender such Debenture to the Trustee in accordance with Section 6.2, and the Trustee shall cancel the same and shall without charge forthwith certify and deliver to the holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered or, with respect to an Uncertificated Debenture, registration and surrender of interests in the Debentures will be made only through the Depository’s non-certificated system.

Section 6.4 Corporation to Reserve Subordinate Voting Shares

Subject to 6.5, the Corporation covenants with the Trustee that it will at all times reserve and keep available out of its authorized Subordinate Voting Shares (if the number thereof is or becomes limited), solely for the purpose of issue upon conversion of Debentures as in this

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Article and conditionally allot to Debentureholders who may exercise their conversion rights hereunder, such number of Subordinate Voting Shares as shall then be issuable upon the conversion of all outstanding Debentures. The Corporation covenants with the Trustee that all Subordinate Voting Shares which shall be so issuable shall be duly and validly issued as fullypaid and non-assessable.

Section 6.5 Limits to Exercise of Conversion Right

Notwithstanding Section 6.1, the Corporation shall not be required to convert an aggregate Conversion Price on the Conversion Date of more than $6,250,000, in respect of the aggregate principal amount of Debentures (the “ Maximum Conversion Amount ”) tendered pursuant to the conversion right provided by Section 6.1. In the event that more than the Maximum Conversion Amount of Debentures are so tendered for conversion, the Corporation shall, subject to Section 6.3, convert the Debentures tendered pro rata up to the Maximum Conversion Amount.

Section 6.6 Cancellation of Converted Debentures

All Debentures converted in whole or in part under the provisions of this Article shall be forthwith delivered to and cancelled by the Trustee and no Debenture shall be issued in substitution for those converted.

Section 6.7 Protection of Trustee

The Trustee:

(a) shall not be accountable with respect to the validity or value (or the kind or amount) of any Subordinate Voting Shares or of any shares or other securities or property which may at any time be issued or delivered upon the conversion of any Debenture;
(b) shall not be responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Subordinate Voting Shares or share certificates upon the surrender of any Debenture for the purpose of conversion, or to comply with any of the covenants contained in this Article; and
(c) shall not be required to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any security document, or any instrument ancillary or supplemental hereto.

Section 6.8 Restricted CUSIP or U.S. Legend on Certain Subordinate Voting Shares

Each Subordinate Voting Share issued upon conversion of Debentures represented by the Restricted Debentures shall be represented by a certificate with a restricted CUSIP or a U.S. Legend for Subordinate Voting Shares substantially in the form of Schedule C attached hereto, and each certificate representing Subordinate Voting Shares issued upon conversion of Debentures bearing the U.S. Legend shall have imprinted or otherwise reproduced thereon such

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legend or legends in substantially the form of Schedule C attached hereto; provided that the U.S. Legend may be removed or the Subordinate Voting Shares may be transferred from the restricted CUSIP as provided in Section 2.15(3) or (4) of the Indenture.”

(5) Section 7.8 is hereby deleted in its entirety.
(6) clause 8.1(c) of the Indenture is hereby deleted in its entirety.
(7) Section 9.6 of the Indenture is hereby deleted and replaced with the following:

“Section 9.6 Continuance of Rights, Duties and Obligations

(1) Where trust funds or trust property have been deposited pursuant to Section 9.5, the holders of Debentures and the Corporation shall continue to have and be subject to their respective rights, duties and obligations under Article 2 and Article 4.

(2) In the event that, after the deposit of trust funds or trust property pursuant to Section 9.5, the Corporation is required to make a Change of Control Offer to purchase any outstanding Debentures pursuant to subsection 2.5(9) (in respect of Initial Debentures or the comparable provision of any other series of Debentures), in relation to Initial Debentures or to make an offer to purchase Debentures pursuant to any other similar provisions relating to any other series of Debentures, the Corporation shall be entitled to use any trust money or trust property deposited with the Trustee pursuant to Section 9.5 for the purpose of paying to any holders of Defeased Debentures who have accepted any such offer of the Corporation the Offer Price payable to such holders in respect of such Change of Control Offer in respect of Initial Debentures (or the total offer price payable in respect of an offer relating to any other series of Debentures). Upon receipt of a Written Direction from the Corporation, the Trustee shall be entitled to pay to such holder from such trust money or trust property deposited with the Trustee pursuant to Section 9.5 in respect of the Defeased Debentures which is applicable to the Defeased Debentures held by such holders who have accepted any such offer to the Corporation (which amount shall be based on the applicable principal amount of the Defeased Debentures held by accepting offerees in relation to the aggregate outstanding principal amount of all the Defeased Debentures).”

(8) Section 10.1(a) of the Indenture is hereby deleted and replaced with the following:
“(a) the Person formed by such consolidation or into which the Corporation is amalgamated or merged, or the Person which acquires by sale, conveyance, transfer or lease all or substantially all of the properties and assets of the Corporation expressly assumes, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the obligations of the Corporation under the Debentures and this Indenture and the performance or observance of every covenant and provision of this Indenture and the Debentures required on the part of the Corporation to be performed or observed;”
(9) Section 11.11 of the Indenture is hereby deleted and replaced with the following:

“Section 11.11 Powers Exercisable by Extraordinary Resolution

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(1) In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution:

(a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue;

(b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustee (with its consent) against the Corporation, or against its property, whether such rights arise under this Indenture or the Debentures or otherwise;

(c) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission;

(d) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 10.1 shall have been complied with;

(e) power to direct or authorize the Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;

(f) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution;

(g) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder;

(h) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith;

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(i) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation;

(j) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings and the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith;

(k) power to remove the Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture;

(l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed;

(m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of subsection 11.11(1); and

(n) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to clause 11.11(1)(j).”

(10) Schedule “A” of the Indenture is hereby deleted in its entirety and replaced with Schedule “A” to this First Supplemental Indenture, and the Trustee is authorized to countersign and issue a new Initial Debenture certificate using the form of Schedule “A” attached to this First Supplemental Indenture upon surrender of an Debenture certificate issued under the Original Indenture.

(11) Schedule “B” of the Indenture is hereby deleted in its entirety and replaced with Schedule “B” to this First Supplemental Indenture.

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(12) Schedule “C” of the Indenture is hereby deleted in its entirety.
(13) Schedule “D” of the Indenture is hereby deleted in its entirety and replaced with Schedule “D” to this First Supplemental Indenture.
(14) Schedule “E” of the Indenture is hereby deleted in its entirety and replaced with Schedule “E” to this First Supplemental Indenture.
(15) Schedule “F” of the Indenture is hereby deleted in its entirety and replaced with Schedule “F” to this First Supplemental Indenture.
(16) Schedule “G” of the Indenture is hereby deleted in its entirety and replaced with Schedule “G” to this First Supplemental Indenture.
(17) Schedule “H” of this First Supplemental Indenture be included.

ARTICLE 3– EXECUTION

Section 3.1 Execution

This First Supplemental Indenture may be simultaneously executed by the parties hereto in counterparts, each of which when so executed and delivered shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof. Delivery of an executed signature page to this First Supplemental Indenture by any Person by electronic transmission shall be as effective as delivery of a manually executed copy of this First Supplemental Indenture by such Person.

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The parties have executed this Agreement.

PLUS PRODUCTS INC.

By:

Name: Title:

ODYSSEY TRUST COMPANY

By:

Name: Title:

By: Name: Title:

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Schedule A – Form of Debenture

[INITIAL DEBENTURES LEGEND]

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]

(INSERT IF BEING ISSUED TO CDS) THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS DEBENTURE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR DEBENTURES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST INDENTURE DATED AS OF THE 28[TH] DAY OF FEBRUARY, 2019, AS SUPPLEMENTED BY THE FIRST SUPPLEMENTAL INDENTURE DATED AS OF THE [●] DAY OF FEBRUARY, 2021 BETWEEN PLUS PRODUCTS INC. AND ODYSSEY TRUST COMPANY (THE “ INDENTURE ”). EVERY DEBENTURE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS DEBENTURE SHALL BE A GLOBAL DEBENTURE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“ CDS ”) TO PLUS PRODUCTS INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

[U.S. LEGEND – TO BE INCLUDED ON ALL INITIAL DEBENTURES ISSUED TO U.S. PURCHASERS EXCEPT QUALIFIED INSTITUTIONAL BUYERS WHO HAVE EXECUTED AND DELIVERED A QUALIFIED INSTITUTIONAL BUYER LETTER.]

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ U.S. SECURITIES ACT ”), OR THE LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF PLUS PRODUCTS INC. (THE “ CORPORATION ”), THAT SUCH

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SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 THEREUNDER, IF AVAILABLE, OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, IN THE CASE OF (C)(i) OR (D) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION AND THE TRUSTEE TO SUCH EFFECT.

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CUSIP ●

ISIN CA ●

==> picture [32 x 9] intentionally omitted <==

----- Start of picture text -----

No. ●
----- End of picture text -----

$●

PLUS PRODUCTS INC.

(A corporation incorporated under the laws of British Columbia)

12.00% SECURED DEBENTURE

DUE FEBRUARY 28, 2024

Plus Products Inc. (the “ Corporation ”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Debenture Indenture (the “ Indenture ”) dated as of February 28, 2019, as supplemented by the first supplemental indenture dated as of February [●], 2021, between the Corporation and Odyssey Trust Company (the “ Trustee ”), promises to pay to the registered holder hereof on February 28, 2024 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “ Maturity Date ”) the principal amount hereof in lawful money of Canada on presentation and surrender of this Initial Debenture at the main branch of the Trustee in Calgary, Alberta in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from, and including, the date hereof as follows: (i) continue to bear interest to but excluding February 28, 2021 at the rate of 8.00% per annum; and (ii) thereafter bear interest from and including February 28, 2021 at the rate of 12.00% per annum payable in equal semi-annual installments in arrears on December 31 and June 30 in each year from February 28, 2021 until February 28, 2024 (based on a year of 360 days comprised of twelve 30-day months), in like money, in arrears (less any tax required by law to be deducted) on the Maturity Date.

The final payment of interest at the rate of 8.00% per annum will fall due on December 31, 2020, which payment will include interest from and including June 30, 2020 up to, but not including, February 28, 2021 at the rate of 8.00% per annum. The first payment of interest at the rate of 12.00% per annum will fall due on June 30, 2021, representing accrued interest for the period from January 1, 2021 up to but not including February 28, 2021 at a rate of 8.00% per annum and from February 28, 2021 to June 30, 2021 at 12.00% per annum. The last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) will fall due on February 28, 2024, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annually.

This Initial Debenture is one of the 12.00% Secured Debentures (referred to herein as the “ Initial Debentures ”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of up to $25,000,000 in lawful money of Canada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which

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the Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Initial Debenture by acceptance hereof assents.

The Initial Debentures are issuable only in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations.

This Initial Debenture may be redeemed at the option of the Corporation on the terms and conditions set out in the Indenture. On and after September 28, 2019 and prior to the Maturity Date, the Debentures may be redeemed in whole or in part at the option of the Corporation at the applicable redemption amount plus accrued and unpaid interest.

This Initial Debenture shall have the option to request the Corporation to convert the Initial Debentures on the terms and conditions set out in the Indenture, commencing March 1, 2021 and expiring March 31, 2021. The Debentures may be converted in whole or in part at the applicable conversion price and subject to an aggregate maximum conversion amount of $6,250,000 principal amount of Debentures.

Not less than 30 days prior to the consummation of: (i) any event as a result of or following which a Person or group of Persons acting jointly or in concert within the meaning of Applicable Securities Legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the then outstanding Subordinate Voting Shares; (ii) the merger, amalgamation or consolidation with or into any other Person, or any merger of another Person with the Corporation unless the holders of voting securities of the Corporation immediately prior to such amalgamation, merger or consolidation or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, amalgamated, consolidated or other continuing entity, or (iii) the conveyance, transfer, sale lease or other disposition of all or substantially all of the consolidated assets of the Corporation and the Corporation’s subsidiaries’ assets and properties, taken as a whole, to another arm’s length Person (collectively, a “ Change of Control ”), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and the holders of the Initial Debentures shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 100% of the principal amount thereof plus unpaid interest to the Maturity Date; or (ii) convert the Debentures into replacement debentures in the aggregate principal amount of 101% of the principal amount (the “ Change of Control Offer ”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been tendered for purchase pursuant to the Change of Control Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price.

If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of applicable Canadian securities laws and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by

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or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial Debentures.

The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct secured obligation of the Corporation.

This Initial Debenture have not been and will not be registered under the United States Securities Act of 1933 , as amended (the “ U.S. Securities Act ”), or the securities laws of any state of the United States. In addition, this Initial Debenture may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “ U.S. person ” and “ United States ” are as defined in Regulation S under the U.S. Securities Act.

The Indenture contains provisions binding upon all holders of Initial Debentures outstanding thereunder (or in certain circumstances specific series of Initial Debentures) resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Initial Debentures outstanding (or specific series), which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Indenture.

The Indenture contains provisions disclaiming any personal liability on the part of holders of Subordinate Voting Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Initial Debenture.

This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register by the registered holder hereof or its executors or administrators or other legal representatives, or its or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture for cancellation. Thereupon a new Initial Debenture or Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof.

This Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture.

Capitalized words or expressions used in this Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Initial Debenture and the Indenture, the terms of the Indenture shall govern.

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IN WITNESS WHEREOF PLUS PRODUCTS INC. has caused this Debenture to be signed by its authorized representatives as of [●].

PLUS PRODUCTS INC.

By:

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TRUSTEE’S CERTIFICATE

This Initial Debenture is one of the Initial Debentures referred to in the Indenture within mentioned.

Dated:

ODYSSEY TRUST COMPANY

By:

Name: Title:

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REGISTRATION PANEL

(No writing hereon except by Trustee or other registrar)

Date of Registration In Whose Name Registered Signature of Trustee or Registrar

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FORM OF ASSIGNMENT

FOR VALUE RECEIVED , the undersigned hereby sells, assigns and transfers unto ___, whose address and social insurance number, if applicable, are set forth below, this Initial Debenture (or $ principal amount hereof[] ) of PLUS PRODUCTS INC.* standing in the name(s) of the undersigned in the register maintained by the Corporation with respect to such Initial Debenture and does hereby irrevocably authorize and direct the Trustee to transfer such Initial Debenture in such register, with full power of substitution in the premises.

Dated:

Address of Transferee:

(Street Address, City, Province and Postal Code)

Social Insurance Number of Transferee, if applicable:

*If less than the full principal amount of the within Initial Debenture is to be transferred, indicate in the space provided the principal amount (which must be $1,000 or an integral multiple thereof, unless you hold an Initial Debenture in a non-integral multiple of $1,000 by reason of your having exercised your right to exchange upon the making of a Change of Control Offer, in which case such Initial Debenture is transferable only in its entirety) to be transferred.

Check if the undersigned Transferor is a U.S. Purchaser that acquired Initial Debentures under the Offering as “restricted securities” and which: (a) are represented by one or more Debenture Certificate endorsed with a U.S. Legend pursuant to Error! Reference source not found. of the Indenture; or (b) have been included in the Unrestricted Debenture pursuant to Error! Reference source not found. of the Indenture, against execution and delivery by the Transferor of a Qualified Institutional Buyer Letter substantially as set forth in Schedule F to the Indenture. IF THIS BOX IS CHECKED, THE TRANSFEROR MUST COMPLETE AND DELIVER A CERTIFICATE OF TRANSFER SUBSTANTIALLY AS SET FORTH IN SCHEDULE D TO THE INDENTURE.

REASON FOR TRANSFER – For US Residents only (where the individual(s) or corporation receiving the securities is a US resident). Please select only one (see instructions below).

Gift Estate Private Sale Other (or no change in ownership)

Date of Event (Date of gift, death or sale): Value per Debenture on the date of event:

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CAD OR USD

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The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.
The registered holder of this Initial Debenture is responsible for the payment of any documentary, stamp or other transfer taxes that may be payable in respect of the transfer of this Debenture.

Signature of Guarantor:

Authorized Officer

Signature of transferring registered holder

Name of Institution

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Schedule B – Form of Conversion Notice

CONVERSION NOTICE

To: PLUS PRODUCTS INC. (the “Corporation”)

Note: All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated.

The undersigned registered holder of 12.00% Secured Debentures irrevocably elects to convert such Debentures (or $● principal amount thereof ) in accordance with the terms of the Debenture Indenture (the “ Indenture ”) dated as of February 28, 2019, as supplemented by the first supplemental indenture dated as of February [●], 2021, between the Corporation and Odyssey Trust Company (the “ Trustee* ”), referred to in such Debentures and tenders herewith the Debentures and directs that the Subordinate Voting Shares of the Corporation issuable upon a conversion be issued and delivered to the person indicated below. (If Subordinate Voting Shares are to be issued in the name of a person other than the holder, all requisite transfer taxes must be tendered by the undersigned and a Residency Declaration Form must be completed and delivered in respect of such other person).

If the Debentures are being converted by, or for the account or benefit of a U.S. person or a person in the United States, the undersigned represents, warrants and certifies as follows (one only) of the following must be checked):

A. The undersigned has not been solicited to convert the Debentures by any person, or if the undersigned has been solicited to convert the Debentures, the undersigned has confirmed that no commission or remuneration has been or will be paid or given, directly or indirectly, for soliciting such conversion, and the undersigned acknowledges that the Corporation is relying on the registration exemption provided by section 3(a)(9) of the United States Securities Act of 1933 , as amended (the “ U.S. Securities Act ”), to issue the Subordinate Voting Shares; OR

B. The undersigned has delivered to the Corporation and the Trustee an opinion of counsel reasonably satisfactory to the Corporation to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available. (Note: If this box is to be checked, holders are encouraged to consult with the Corporation in advance to determine that the legal opinion tendered in connection with conversion will be satisfactory in form and substance to the Corporation.)

If the undersigned has checked Box A or B, and the undersigned has determined with the benefit of legal advice that the restrictions on transfer contained in the Indenture and the U.S. Legend are not required to be imposed on the beneficial interest of the undersigned in order to maintain compliance with the U.S. Securities Act, the undersigned has caused to be delivered to the Corporation and the Trustee, at the request of the

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Corporation or the Trustee, an opinion of counsel of recognised standing, in form and substance reasonably satisfactory to the Corporation, to the foregoing effect.

Dated:

(Signature of Registered Holder)

If less than the full principal amount of the Debentures, indicate in the space provided the principal amount (which must be $1,000 or integral multiples thereof).
NOTE: If Subordinate Voting Shares are to be issued in the name of a person other than the holder, the signature must be guaranteed by a chartered bank, a trust company or by a member of an acceptable Medallion Guarantee Program. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”.

(Print name in which Subordinate Voting Shares are to be issued, delivered and registered)

Name:

Address

(City, Province and Postal Code)

Name of guarantor:

Authorized signature: __________

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Schedule D – Form of Certificate of Transfer

Plus Products Inc. 3 East Third Avenue, San Mateo, CA 94401 Attention: Chief Executive Officer

Odyssey Trust Company Stock Exchange Tower 350-300 5th Avenue SW Calgary, AB T2P 3C3

Re: Transfer of Debentures

Reference is hereby made to the Indenture, dated as of February 28, 2019, as supplemented by the first supplemental indenture dated as of February [●], 2021 (collectively, the “ Indenture ”), between Plus Products Inc., as issuer (the “ Corporation ”), and Odyssey Trust Company, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

(the “ Transferor ”) owns and proposes to transfer the Debentures or interests in such Debentures specified in Annex A hereto, in the principal amount of $______ (the “ Transfer ”), to (the “ Transferee ”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that

[CHECK ALL THAT APPLY]

Check if Transferee will take delivery of an interest in a Restricted Uncertificated Debenture or a Restricted Physical Debenture pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A (“ Rule 144A ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), and, accordingly, the Transferor hereby further certifies that the interest or physical Debenture is being transferred to a Person that the Transferor reasonably believes is purchasing the interest or physical Debenture for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or physical Debenture will be subject to the restrictions on transfer enumerated in the U.S. Legend.
Check if Transferee will take delivery of an interest in an Unrestricted Uncertificated Debenture or an Unrestricted Physical Debenture pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 904 of Regulation S under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transferor is not an “affiliate” of the Corporation as that

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term is defined in Rule 405 under the Securities Act, (ii) the offer was not made, and the Transfer is not being made, to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (iii) neither the Transferor nor any affiliate of the Transferor nor any Person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the Transfer, (iv) the Transfer is bona fide and not for the purpose of “washing off’ the resale restrictions imposed because the securities are “restricted securities” (as that term is defined in Rule 144(a)(3) under the Securities Act), (v) the Transferor does not intend to replace such securities with fungible unrestricted securities and (vi) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. Terms used in this section have the meaning given to them by Regulation S under the Securities Act.

Check and complete if Transferee will take delivery of an interest in an Unrestricted Uncertificated Debenture or an Unrestricted Physical Debenture pursuant to any provision of the Securities Act other than Regulation S.
Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act (“Rule 144”) and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States, and (ii) the restrictions on transfer contained in the Indenture and the U.S. Legend are not required to be imposed on the beneficial interest of the Transferor in order to maintain compliance with the Securities Act.
Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144A, Regulation S and Rule 144, and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States, and (ii) the restrictions on transfer contained in the Indenture and the U.S. Legend are not required to be imposed on the beneficial interest of the Transferor in order to maintain compliance with the Securities Act.

In connection with requests for transfers pursuant to item 3(a) or item 3(b), the Transferor must deliver to the Corporation and the Trustee an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Trustee and the Corporation, to the effect that the legend is no longer required under applicable requirements of the Securities Act or state securities laws.

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This certificate and the statements contained herein are made for your benefit and the benefit of the Corporation.

[Insert Name of Transferor]

By:

Name: ⚫ Title: ⚫

Dated:

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ANNEX A TO CERTIFICATE OF TRANSFER

The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b) OR (c) OR (d)]

(a) a Restricted Uncertificated Debenture CUSIP
(b) an Unrestricted Uncertificated Debenture CUSIP
(c) a Restricted Physical Debenture
(d) an Unrestricted Physical Debenture

after the Transfer the Transferee will hold:

[CHECK ONE OF (e) OR (f) OR (g) OR (h)]

(e) a Restricted Uncertificated Debenture CUSIP
(f) an Unrestricted Uncertificated Debenture CUSIP
(g) a Restricted Physical Debenture
(h) an Unrestricted Physical Debenture

in accordance with the terms of the Indenture.

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Schedule E – Form of Certificate of Exchange

Plus Products Inc. 3 East Third Avenue, San Mateo, CA 94401 Attention: Chief Executive Officer

Odyssey Trust Company Stock Exchange Tower 350-300 5th Avenue SW Calgary, AB T2P 3C3

( CUSIP ⚫ /ISIN CA ⚫ )

Reference is hereby made to the Indenture, dated as of February 28, as supplemented by the first supplemental indenture dated as of February [●], 2021 (collectively, the “ Indenture ”), between Plus Products Inc., as issuer (the “ Corporation ”), and Odyssey Trust Company, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

(the “ Owner ”) owns and proposes to exchange the Debentures or interests in such Debentures specified herein, in the principal amount of $ (the “ Exchange ”). In connection with the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted Physical Debentures or Restricted Uncertificated Debenture for Unrestricted Physical Debentures or Unrestricted Uncertificated Debenture

(a) Check if Exchange is a Restricted Uncertificated Debenture to an Unrestricted Uncertificated Debenture. In connection with the Exchange of the Restricted Uncertificated Debenture for an Unrestricted Uncertificated Debenture in an equal principal amount, the Owner hereby certifies (i) the interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Uncertificated Debentures and pursuant to and in accordance with the Securities Act of 1933, as amended (the “ Securities Act ”), (iii) the restrictions on transfer contained in the Indenture and the U.S. Legend are not required to be imposed on the beneficial interest of the Owner in order to maintain compliance with the Securities Act and (iv) the interest in an Unrestricted Uncertificated Debenture is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b) Check if Exchange is from Restricted Physical Debenture to Unrestricted Physical Debenture . In connection with the Owner’s Exchange of a Restricted Physical Debenture for an Unrestricted Physical Debenture, the Owner hereby certifies (i) the Unrestricted Physical Debenture is being acquired for the Owner’s own account without transfer, such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Physical Debentures and pursuant to and in accordance with the Securities Act, the restrictions on transfer contained in the Indenture and the U.S. Legend are not required to be imposed on the Physical Debenture of the Owner in order to maintain compliance with the

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Securities Act and (iv) the Unrestricted Physical Debenture is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

In connection with requests for Exchanges pursuant to item 1(a) or 1(b), the Owner must deliver to the Corporation and the Trustee an opinion of counsel of recognized standing in form and substance satisfactory to the Trustee and reasonably satisfactory to the Corporation, to the effect that the legend is no longer required under applicable requirements of the Securities Act or state securities laws.

This certificate and the statements contained herein are made for your benefit and the benefit of the Corporation.

[Insert Name of Transferor]

By: Name: ⚫ Title: ⚫

Dated:

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Schedule F – Form of Qualified Institutional Buyer Letter

Plus Products Inc.

3 East Third Avenue, San Mateo, CA 94401 Attention: Chief Executive Officer

Ladies and Gentlemen:

In connection with its agreement to purchase debentures (the “ Debentures ”) of Plus Products Inc. (the “ Corporation ”), the undersigned purchaser acknowledges, represents to, warrants, covenants and agrees with the Corporation, as follows:

It is authorized to consummate the purchase of the Debentures.
It is a Qualified Institutional Buyer, purchasing the Debentures for its own account or for the account or benefit of one or more Qualified Institutional Buyers with respect to which it exercises sole investment discretion for investment purposes only and not with a view to any resale, distribution or other disposition of the Debentures in violation of United States federal or U.S. state securities laws.
It understands and acknowledges that none of the Debentures have been nor will be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or the securities laws of any state of the United States, and will, therefore, be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act that will not be represented by certificates that bear a U.S. restrictive legend or identified by a restricted CUSIP number, and that the offer and sale of the Debentures to it will be made in reliance upon an exemption from registration available for offers and sales to Qualified Institutional Buyers.
It, alone or with the assistance of its professional advisors, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Debentures and is able, without impairing its financial condition, to hold the Debentures for an indefinite period of time and to bear the economic risks, and withstand a complete loss, of such investment.
It acknowledges that it has not purchased the Debentures as a result of any “general solicitation” or “general advertising” (as those terms are used in Regulation D under the U.S. Securities Act), including, but not limited to, any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the Internet or broadcast over radio, television or the Internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.
In consideration for the receipt of unlegended “restricted securities”, it represents, warrants and covenants to the Corporation as follows (“ Restricted Security Agreements ”):
a. if in the future it decides to offer, sell, pledge, or otherwise transfer, directly or indirectly, any of the Debentures it will do so only: (x) to the Corporation (though the Corporation is under no obligation to purchase any such Debentures) or (y) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws or regulations;
b. the Debentures cannot be offered, sold, pledged or otherwise transferred, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons;

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c. it will cause any CDS participant holding the Debentures on its behalf, and the beneficial purchaser of the Debentures, if any, to comply with the Restricted Security Agreements; and
d. for so long as the Securities constitute “restricted securities”, it will not deposit any of the Securities into the facilities of the Depository Trust Company, or a successor depository within the United States, or arrange for the registration of any the Debentures with Cede & Co. or any successor thereto.
It acknowledges it has implemented, or shall immediately implement, adequate internal procedures to be able to ensure compliance with the transfer restrictions and, in particular, to ensure that the Debentures shall be properly identified in its records as “restricted securities” that are subject to the Restricted Security Agreements notwithstanding the absence of a U.S. restrictive legend or restricted CUSIP number.
It is not an “affiliate” as defined in Rule 144(a)(1) under the U.S. Securities Act, and is not acting on behalf of an affiliate, of the Corporation;
It understands and acknowledges that it is expected that (i) the Debentures will be registered in the name of CDS or its nominee under the book-based system administered by CDS and will not be identified by a restricted CUSIP, and (ii) no certificates evidencing such securities will be issued by the Corporation in reliance on its agreement with, and to, the Corporation to comply with the Restricted Security Agreements and that it will receive only a customer confirmation in respect of its purchase.
It understands and acknowledges that the Corporation is not obligated to file and has no present intention of filing with the United States Securities and Exchange Commission (the “ SEC ”) or with any U.S. state securities commission any registration statement in respect of resales of any of the Debentures in the United States.
No agency, securities commission, governmental authority, regulatory body, stock exchange or other entity (including, without limitation, the SEC or any U.S. state securities commission) has reviewed, passed on, made any finding or determination as to the merit for investment of, and no such agencies, securities commissions, or governmental authorities have made any recommendation or endorsement with respect to, the Debentures and there is no government or other insurance covering the Debentures.
It is aware that its ability to enforce civil liabilities under the United States federal securities laws may be affected adversely by, among other things: (i) the fact that the Corporation is organized under the laws of Delaware; (ii) some or all of the directors and officers may be residents of countries other than the United States; and (iii) all of the assets of the Corporation and such persons may be located outside the United States.
It understands and agrees that the financial statements of the Corporation have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, which differ in some respects from United States generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies.
If required by applicable securities legislation, regulatory policy or order or by any securities commission, stock exchange or other regulatory authority, it will execute, deliver and file and otherwise assist the Corporation in filing reports, questionnaires, undertakings and other documents with respect to the issuance of the Debentures.

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It understands and acknowledges that it is making the representations, warranties and agreements contained herein with the intent that they may be relied upon by the Corporation in determining its eligibility to purchase the Debentures.
(i) If it is acquiring any Debentures as a fiduciary or agent for one or more investor accounts, it represents that it has full power to make the representations, warranties and agreements contained herein on behalf of each such account and that the representations, warranties and agreements contained herein are true and correct and will be binding upon each such account; or (ii) the undersigned is an officer of the purchaser duly authorized to execute and deliver this letter on behalf of the purchaser.
It acknowledges and consents to the fact that the Corporation may be required by applicable securities laws to provide the securities regulators or other authorities pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) with its personal information; and, notwithstanding that it may be purchasing securities as agent on behalf of an undisclosed principal, it agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing.
It represents and warrants that (i) the funds representing the purchase price which will be advanced by it will not represent proceeds of crime for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “ PATRIOT Act ”), and it acknowledges that the Corporation may in the future be required by law to disclose its name and other information, on a confidential basis, pursuant to the PATRIOT Act, and (b) no portion of the purchase price to be provided by it (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity that has not been identified to or by it; and it shall promptly notify the Corporation if it discovers that any of such representations ceases to be true and provide the Corporation with appropriate information in connection therewith.
It agrees that by accepting the Debentures it shall be representing and warranting that the foregoing representations and warranties are true and correct as at the closing date of the offering of the Debentures and that they shall survive the purchase by it of the Debentures and shall continue in full force and effect notwithstanding any subsequent disposition by it of the Debentures. It irrevocably authorizes the Corporation to produce this Qualified Institutional Buyer Letter or a copy hereof to any interested party in any administrative or legal proceedings or official enquiry with respect to the matters set forth herein.

The Corporation shall be entitled to rely on delivery of an electronic mail or facsimile copy of this Qualified Institutional Buyer Letter, and acceptance by the Corporation of an electronic mail or facsimile copy of this Qualified Institutional Buyer Letter shall create a legal, valid and binding agreement between the Corporation and the undersigned.

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By:

Print Name of U.S. Purchaser

By: Name: Title:

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Schedule G – Form of Redemption Notice

PLUS PRODUCTS INC.

12.00% SECURED DEBENTURES

REDEMPTION NOTICE

To: Holders of 12.00% Secured Debentures (the “ Debentures ”) of Plus Products Inc. (the “ Corporation ”)
Note: All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated.

Notice is hereby given pursuant to Section 4.3 of the indenture dated as of February 28, 2019, as supplemented by the first supplemental indenture dated as of February [●], 2021 (collectively, the “ Indenture ”), between the Corporation and Odyssey Trust Company (the “ Trustee ”), that the aggregate principal amount of $ ● of the $ ● of Debentures outstanding will be redeemed as of ● (the “ Redemption Date ”), upon payment of a redemption amount of $ ● for each $1,000 principal amount of Debentures, calculated based on the aggregate of (i) ● , and (ii) all accrued and unpaid interest hereon to and including the Redemption Date in the amount of $ ● being equal to the aggregate of $ ● (collectively, the “ Redemption Price ”).

The Redemption Price will be payable upon presentation and surrender of the Debentures called for redemption at the following corporate trust office:

Odyssey Trust Company Stock Exchange Tower 350-300 5th Avenue SW Calgary, AB T2P 3C3

The interest upon the principal amount of Debentures called for redemption shall cease to be payable from and after the Redemption Date, unless payment of the Redemption Price shall not be made on presentation for surrender of such Debentures at the above-mentioned corporate trust office on or after the Redemption Date or prior to the setting aside of the Redemption Price pursuant to the Indenture.

In this connection, upon presentation and surrender of the Debentures for payment on the Redemption Date, the Corporation shall, on the Redemption Date, make the delivery to the Trustee, at the above-mentioned corporate trust office, for delivery to and on account of the holders, cash for all accrued and unpaid interest up to and including the Redemption Date.

DATED:

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PLUS PRODUCTS INC.

By: Authorized Signatory

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AI assistant

Plus Products Inc. — Proxy Solicitation & Information Statement 2021

47664_rns_2021-02-03_40021ba7-f3a0-44e7-b5e1-a3a1c1a9d761.pdf

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

FOR

PLUS PRODUCTS INC.

PLUS PRODUCTS INC.

NOTICE OF EXTRAORDINARY MEETING OF DEBENTUREHOLDERS

TO BE HELD ON FEBRUARY 25, 2021

5.

BY ORDER OF THE BOARD OF DIRECTORS

FOR THE EXTRAORDINARY MEETING OF DEBENTUREHOLDERS TO BE HELD ON FEBRUARY 25, 2021

INTRODUCTION

Information Contained in this Information Circular

Capitalized Terms

Notice to Debentureholders in the United States

Cautionary Statement Regarding Forward-Looking Statements

Currency and Date of Information

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with:

Dial-in: 1-877-332-7536; Access Code: 26173760

PROXY INSTRUCTIONS

APPOINTMENT OF PROXYHOLDER

REVOCATION OF PROXIES

SPECIAL INSTRUCTIONS FOR VOTING BY NON-REGISTERED DEBENTUREHOLDERS

VOTING DEBENTUREHOLDERS AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Debentures

Principal Holders of Debentures

Debentureholder Rights

VOTES NECESSARY TO PASS RESOLUTIONS

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Debenture Amendments

Delisting from CSE

Listing on the CSE

Consent Fee

Recommendation of the Board of Directors

IF THE ACCOMPANYING FORM OF PROXY OR VOTING INSTRUCTION FORM IS COMPLETED BY DEBENTUREHOLDERS OF THE APPLICABLE NUMBER OF THE PRINCIPAL AMOUNT OF DEBENTURES TO PASS THE RESOLUTIONS PRIOR TO THE DEBENTUREHOLDER MEETING, THE AMENDMENTS WILL BE APPROVED AND THE COMPANY WILL CANCEL THE MEETING.

Stock Exchange Listing

Background for and Benefits of the Amendments

The Debentures

Background for the Amendments

Extended Term

Security Interest

Attractive Interest Rate

Amended Debenture Conversion

Consent Fee Warrant Issuance

(collectively, the “ Payment Conditions ”).

Certain Consequences if the Amendments are not approved by Debentureholders

Other Required Approvals

Effective Date of the Amendments

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Holders Resident in Canada

Amendment of the Debentures

Extended Interest on Debentures

Other disposition of Debentures

Taxation of Capital Gains and Losses

Consent Fee

Holders Not Resident in Canada

Amendment of the Debentures

Consent Fee

Other Tax Considerations

RISKS RELATED TO THE AMENDMENTS

Market for Debentures

Conversion Right

Certain Consequences if the Amendments are not approved by Debentureholders

Risks to Approving the Debenture Amendment Resolution

Debentureholder Vote

POTENTIAL CANCELLATION OF DEBENTUREHOLDER MEETING

Written Consent in Lieu of a Debentureholder Meeting

IF THE ACCOMPANYING FORM OF PROXY OR VOTING INSTRUCTION FORM IS COMPLETED BY DEBENTUREHOLDERS OF THE APPLICABLE NUMBER OF THE PRINCIPAL AMOUNT OF DEBENTURES TO PASS THE RESOLUTIONS PRIOR TO THE DEBENTUREHOLDER MEETING, THE AMENDMENTS WILL BE APPROVED AND THE COMPANY WILL CANCEL THE MEETING.

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

ADDITIONAL INFORMATION

OTHER MATTERS

APPROVAL OF INFORMATION CIRCULAR

ON BEHALF OF THE BOARD OF PLUS PRODUCTS INC.

APPENDIX “A-1” FORM OF DEBENTURE AMENDMENT RESOLUTION

APPENDIX “A-2” FORM OF DELISTING RESOLUTION

Plus Products Inc. Proxy Solicitation & Information Statement 2021