Red Light Holland Corp. — Proxy Solicitation & Information Statement 2024

Oct 1, 2024

MANAGEMENT INFORMATION CIRCULAR

RED LIGHT HOLLAND CORP. 1 Adelaide Street East, Suite 801 Toronto, Ontario M5C 2V9

SOLICITATION OF PROXIES

This management information circular (this “ Circular ”) is provided in connection with the solicitation by management and the board of directors (the “ Board ”) of Red Light Holland Corp. (the “ Corporation ”) of proxies from the holders (the “ Shareholders ”) of common shares in the capital of the Corporation (the “ Common Shares ”) for the annual general and special meeting of the Shareholders (the “ Meeting ”) to be held on October 31, 2024, at 11:00 a.m. (Toronto time) at the offices of the Corporation, located at 1 Adelaide Street East, Unit 801, Toronto, Ontario, M5C 2V9 or at any adjournment thereof for the purposes set out in the accompanying notice of meeting (the “ Notice of Meeting ”).

In this Circular, (i) all information provided is current as of September 16, 2024, unless otherwise indicated, (ii) references to “$” are to Canadian dollars, (iii) “ Beneficial Shareholders ” means Shareholders who do not hold Common Shares in their own name, and (iv) “ Intermediarie s” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

NOTICE-AND-ACCESS

As permitted by Canadian securities regulators, the Corporation is sending meeting-related materials to Beneficial Shareholders using the “notice-and-access” provisions provided for under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) and National Instrument 51-102 – Continuous Disclosure Obligations ( NI 51-102 ”) of the Canadian Securities Administrators (the “ Noticeand-Access Provisions ”). This means that, rather than receiving paper copies of the Notice of Meeting, this Circular and the Form of Proxy (collectively, the “ Meeting Materials ”) in the mail, Beneficial Shareholders will have access to them online. Notice-and-access will not be used for registered Shareholders, and registered Shareholders will instead receive a paper copy of this Circular and all proxy-related materials in the mail.

It is expected that the solicitation will be primarily by mail, but proxies may also be solicited personally, by advertisement or by telephone, by directors, officers or employees of the Corporation without special compensation, or by the Company’s transfer agent, Odyssey Trust Company (the “ Odyssey ”) at nominal cost. The cost of any such solicitation will be borne by the Corporation. Arrangements have been made with brokerage houses and other securities Intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the Beneficial Shareholders of record as of September 16, 2024.

All Beneficial Shareholders entitled to receive the Meeting Materials will receive a notice-and-access notification (the “ N&A Notice ”) along with a Form of Proxy. In addition, the package will include a form to request copies of the Corporation’s annual and/or interim financial statements and the related management’s discussion and analysis (“ MD&A ”). Electronic copies of the Notice of Meeting, this Circular, a Form of Proxy, the N&A Notice, the audited consolidated financial statements of the Corporation for the financial years ended March 31, 2024 and 2023 and the related MD&A will be available at www.redlight.co and under the Corporation’s profile on SEDAR+ at www.sedarplus.ca. Beneficial Shareholders are reminded to review these online materials when voting. Electronic copies of the Meeting Materials will be available on the Corporation’s website for a period of one year. For more information about the Notice-and-Access Provisions, please call Broadridge Investor Communication Solutions at 1- 844-916-0609. Beneficial Shareholders may choose to receive paper copies of the Meeting Materials by mail at no cost. In order for such Beneficial Shareholders to receive the paper copies of the Meeting Materials in advance of any deadline for the submission of voting instructions and the date of the Meeting, it is recommended that requests be made as soon as possible but not later than October 1, 2024. If you do request the current materials, please note that another VIF will not be sent; please retain your current one for voting purposes.

1

For Beneficial Shareholders to request paper copies of this Circular before the Meeting, please call 1-888-290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America) and enter your control number, as indicated on your VIF. This Circular will be sent to you within three business days of receiving your request.

For Beneficial Shareholders to obtain paper copies of the materials after the Meeting, please call 1-888-290-1175 (tollfree within North America) or 1-587-885-0960 (direct from outside North America). This Circular will be sent to you within 10 calendar days of receiving your request.

APPOINTMENT OF PROXY

The persons named (together, the “ Management Designees ”) in the enclosed form of proxy (the “ Form of Proxy ”) have been selected by the Board and have indicated their willingness to represent, as proxy, the Shareholder who appoints them. A Shareholder has the right to designate a person (who need not be a Shareholder) other than the Management Designees to represent them at the Meeting. Such right may be exercised by inserting in the space provided for that purpose on the Form of Proxy the name of the person to be designated and by deleting the names of the Management Designees, or by completing another proper Form of Proxy and delivering the same to the Odyssey. Such Shareholder should notify the nominee of the appointment, obtain the nominee’s consent to act as proxy and should provide instructions on how the Shareholder’s Common Shares are to be voted. The nominee should bring personal identification with him or her to the Meeting. In any case, the Form of Proxy should be dated and executed by the Shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy form).

Registered Shareholders who are unable to attend the Meeting in person are requested to read this Circular and the Form of Proxy which accompanies the Notice of Meeting and should complete, date and sign a Form of Proxy, together with the power of attorney or other authority, if any, under which it was signed, in advance of the Meeting and return it in the envelope provided for that purpose to Odyssey, located at: Suite 702, 67 Yonge Street, Toronto, Ontario, M5E 1J8 Attention: Proxy Tabulation Department, by courier, by mail, by phone at 1-888-290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America), or by electronic voting through http://login.odysseytrust.com/pxlogin and clicking “Vote”, in each case by 11:00 a.m. (Toronto time) on October 29, 2024, or in the event of any adjournment(s) or postponement(s) of the Meeting, 48 hours before the time of the adjourned or postponed Meeting (excluding Saturdays, Sundays and holidays). Votes cast electronically are in all respects equivalent to and will be treated in the exact same manner as, votes cast via a paper Form of Proxy. Further details on the electronic voting process are provided in the Form of Proxy.

Beneficial Shareholders who receive this Circular and the Form of Proxy or voting instruction form (the “ VIF ”) through an Intermediary must deliver the proxy or VIF in accordance with the instructions given by such Intermediary.

To be effective, proxies must be received by Odyssey not later than Tuesday, October 29, 2024, at 11:00 a.m. (Toronto time), or in the case of any adjournment of the Meeting not later than 48 hours prior to the Meeting, excluding Saturdays, Sundays and holidays, or any adjournment thereof. Late proxies may be accepted or rejected by Brad Lamb, the executive chairman (the “ Executive Chairman ”) of the Meeting in his discretion, and the Executive Chairman is under no obligation to accept or reject any particular late proxy.

REVOCATION OF PROXIES

A Shareholder who has given a Form of Proxy may revoke it as to any matter on which a vote has not already been held pursuant to its authority by an instrument in writing executed by the Shareholder or by the Shareholder’s legal counsel duly authorized in writing or, if the Shareholder is a corporation, by an officer or legal counsel thereof duly authorized and deposited at either the above mentioned office of Odyssey by no later than 48 hours prior to the Meeting, excluding Saturdays, Sundays and holidays, or any adjournment or postponement thereof, or with the Executive Chairman on the day of the Meeting or any adjournment thereof. Notwithstanding the foregoing, if a registered Shareholder attends personally at the Meeting, such Shareholder may revoke the proxy and vote in person

2

ADVICE TO SHAREHOLDERS

The Meeting will not be open to the general public and will be limited to registered Shareholders and duly appointed proxyholders only. Registered Shareholders may vote in-person at the Meeting or by proxy, and Beneficial Shareholders may vote by proxy. Please monitor the Corporation’s website for additional information and instructions. Changes to the Meeting time, date or location and/or means of holding the Meeting may be announced by way of press release. Please monitor the Corporation’s press releases as well as its website at www.redlight.co. The Corporation does not intend to prepare or mail an amended Circular in the event of changes to the Meeting format.

A registered Shareholder whose name has been provided to Odyssey will appear on a list of Shareholders prepared for purposes of the Meeting. To vote in person at the Meeting each registered Shareholder will be required to register for the Meeting by identifying themselves at the registration desk. Beneficial Shareholders must appoint themselves as a proxyholder to vote in person at the Meeting. Please also refer to “Advice to Beneficial Shareholders” below .

For more information on how to vote via proxy, see the section entitled “ Appointment of Proxy ” above.

All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting (including the voting on any ballot), and where a choice with respect to any matter to be acted upon has been specified in the Form of Proxy, the Common Shares represented by the proxy will be voted in accordance with such specification. In the absence of any such specification as to voting on the Form of Proxy, the Management Designees, if named as proxy, will vote in favour of the matters set out therein. In the absence of any specification as to voting on any other form of proxy, the Common Shares represented by such form of proxy will be voted in favour of the matters set out therein.

The enclosed Form of Proxy confers discretionary authority upon the Management Designees, or other persons named as proxy, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting. As of the date hereof, the Corporation is not aware of any amendments to, variations of or other matters which may come before the Meeting. In the event that other matters come before the Meeting, then the Management Designees intend to vote in accordance with the judgment of management of the Corporation.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. In many cases, Common Shares beneficially owned by a Shareholder are registered (a) in the name of an Intermediary that the Beneficial Shareholder deals with, in respect of the Common Shares. Intermediaries include banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans, or (b) in the name of a depository (such as Clearing and Depository Services Inc. or “ CDS ”). Beneficial Shareholders should note that only proxies deposited by Shareholders who are registered Shareholders (that is, Shareholders whose names appear on the records maintained by the registrar and transfer agent for the Common Shares as registered holders of Common Shares) will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares will, in all likelihood, not be registered in the Shareholder’s name. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS, which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker’s clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

3

In accordance with the requirements of NI 54-101 and NI 51-102, the Corporation is utilizing the Notice-and-Access Provisions to send proxy-related materials to Beneficial Shareholders. This means that, rather than receiving paper copies of the Meeting Materials in the mail, Beneficial Shareholders will have access to them online. All Beneficial Shareholders entitled to receive the Meeting Materials will receive the N&A Notice along with a Form of Proxy. In addition, the package will include a form to request copies of the Corporation’s annual and/or interim financial statements and the related MD&A. Electronic copies of the Notice of Meeting, this Circular, a Form of Proxy, the N&A Notice, the audited consolidated financial statements of the Corporation for the financial years ended March 31, 2024 and 2023 and the related MD&A will be available at www.redlight.co and under the Corporation’s profile on SEDAR+ at www.sedarplus.ca. Beneficial Shareholders are reminded to review these online materials when voting. Electronic copies of the Meeting Materials will be available on the Corporation’s website for a period of one year. For more information about the Notice-and-Access Provisions, please call Broadridge Investor Communication Solutions at 1-844-916-0609. Beneficial Shareholders may choose to receive paper copies of the Meeting Materials by mail at no cost. In order for such Beneficial Shareholders to receive the paper copies of the Meeting Materials in advance of any deadline for the submission of voting instructions and the date of the Meeting, it is recommended that requests be made as soon as possible but not later than October 1, 2024. If you do request the current materials, please note that another VIF will not be sent; please retain your current one for voting purposes.

Existing regulatory policy requires brokers and other intermediaries to forward the Meeting Materials to Beneficial Shareholders, unless the Beneficial Shareholder has waived the right to receive them and seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting.

The VIF supplied to such Beneficial Shareholders by their broker (or the agent of the broker) is substantially similar to the Form of Proxy provided directly to registered Shareholders by the Corporation. However, its purpose is limited to instructing the registered Shareholder (i.e., the broker or agent of the broker) on how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in Canada. Broadridge typically prepares a machinereadable VIF, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge VIF cannot use that form to vote Common Shares directly at the Meeting. The VIFs must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other Intermediary, please contact that broker or other Intermediary for assistance.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his or her broker, CDS or another Intermediary, the Beneficial Shareholder may attend the Meeting as proxyholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder, 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.

Beneficial Shareholders fall into two categories – those who object to their identity being known to the issuers of securities which they own (“ OBOs ”) and those who do not object to their identity being made known to the issuers of the securities which they own (“ NOBOs ”). Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from Intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials to such NOBOs. The Corporation will not be distributing Meeting Materials directly to NOBOs. If you are a NOBO and the Corporation or Odyssey has sent the Meeting Materials directly to you, your name, address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding the Common Shares on your behalf. The Corporation’s OBOs may be contacted by their respective Intermediaries. The Corporation does not intend to pay for Intermediaries to deliver the Meeting Materials to OBOs and OBOs will not receive the Meeting Materials unless

4

their Intermediary assumes the cost of delivery.

All references to Shareholders in this Circular and the accompanying Form of Proxy and Notice of Meeting are to registered Shareholders unless specifically stated otherwise.

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

No (a) director or executive officer of the Corporation who has held such position at any time since the beginning of the Corporation’s last financial year; (b) proposed nominee for election as a director of the Corporation; or (c) associate or affiliate of a person in (a) or (b) has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than: (i) their respective appointment to the Board; and (ii) each as an eligible participant under each of the Equity Incentive Plan and Stock Option Plan (each as defined herein).

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Description of Voting Securities

As of September 16, 2024, the Corporation’s authorized capital consists of: (i) an unlimited number of Common Shares of which 400,935,887 Common Shares are issued and outstanding and (ii) 2,000,000 voting convertible, redeemable preference shares, of which Nil preference shares are issued and outstanding. All Common Shares carry the right to one vote per Common Share. Except as otherwise noted in this Circular, a simple majority of the votes cast at the Meeting, whether in person, by proxy or otherwise, will constitute approval of any matter submitted to a vote. Shareholders who wish to be represented by proxy at the Meeting must, to entitle the person appointed by proxy to attend and vote, deliver their proxies at the place and within the time set forth in the notes of the proxy. All Shareholders have the right to vote for directors. The persons named in the accompanying From of Proxy will vote the Common Shares in respect of which they are appointed in accordance with the direction of the Shareholder appointing them. In the absence of such direction, those Common Shares will be voted in favour of (“FOR”) all resolutions.

Record Date and Quorum

The Board has fixed September 16, 2024, as the record date (the “ Record Date ”) for the purpose of determining holders of Common Shares entitled to receive notice of and to vote at the Meeting. Any Shareholder of record at the close of business on the Record Date is entitled to vote the Common Shares registered in such Shareholder’s name at that date on each matter to be acted upon at the Meeting.

The quorum for the transaction of business at a meeting of Shareholders is two persons who are, or who represent by proxy, Shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting.

Principal Shareholders

To the knowledge of the directors and executive officers of the Corporation, and based on the Corporation’s review of the records maintained by Odyssey, electronic filings with SEDAR+ and insider reports filed with System for Electronic Disclosure by Insiders (“ SEDI ”), as at the date of this Circular, no person beneficially owned, directly or indirectly, or exercised control or direction over 10% or more of the voting rights attached to the outstanding Common Shares, on a non-diluted basis.

5

STATEMENT OF EXECUTIVE COMPENSATION

The following disclosure, presented in accordance with Form 51-102F6V – Statement of Executive Compensation – Venture Issuers (“ Form 51-102F6V ”), sets forth the compensation paid, awarded, granted, given or otherwise provided to each named executive officer and director of the Corporation.

Compensation Discussion and Analysis

The purpose of this Compensation Discussion and Analysis is to provide information about the Corporation’s philosophy, objectives and processes regarding executive compensation. This disclosure is intended to communicate the compensation provided to “ Named Executive Officers ” or “ NEOs ” of the Corporation, meaning the following individuals: (i) the Chief Executive Officer of the Corporation (“ CEO ”), (ii) the Chief Financial Officer of the Corporation (“ CFO ”), (iii) each of the three most highly compensated executive officers of the Corporation, if any, whose individual total compensation was more than $150,000 for the year ended March 31, 2024, and (iv) each individual who satisfies the criteria under paragraph (iii) but for the fact the individual was not an executive officer of the Corporation, nor acting in a similar capacity, as at March 31, 2024.

During the financial year ended March 31, 2024, the Corporation had five Named Executive Officers:

1. Todd Shapiro, CEO;

2. David Ascott, former CFO;

3. Sarah Hashkes, Chief Technology Innovation Officer (“ CTIO ”);

4. Hans Derix, President of RLH Netherlands B.V., a wholly owned subsidiary of the Corporation (“ RLH Netherlands ”); and

5. Troy DuFour, Senior Vice President of Sales (“ SVPS ”).

Compensation Philosophy and Objectives

The compensation of the Corporation’s NEOs and Board is determined by the Board based on recommendations from the compensation and governance committee (“ Compensation and Governance Committee ”). The general objectives of the Corporation’s compensation decisions are:

• to encourage the management of the Corporation to achieve a high level of performance and results with a view to increasing long-term Shareholder value;

• to align the interests of the management of the Corporation with the long-term interest of Shareholders;

• to provide compensation commensurate with peer companies in order to attract and retain highly qualified executives; and

• to ensure that total compensation paid takes into account the Corporation’s overall financial position.

The Corporation’s compensation program is designed to provide competitive levels of compensation, a significant portion of which is dependent upon individual and corporate performance and contribution to increasing Shareholder value. The Corporation recognizes the need to provide a total compensation package that will attract and retain qualified and experienced executives as well as align the compensation level of each executive to that executive’s level of responsibility.

6

Elements of Compensation

The Corporation’s compensation program during the year ended March 31, 2024, consisted of three principal components: (i) base compensation; (ii) long-term compensation in the form of options issuable (“ Options ”) under the stock option plan (the “ Stock Option Plan ”) and in the form of RSUs issuable under the RSU plan (the “ RSU Plan ”); and (iii) a discretionary bonus. For the year ended March 31, 2024, compensation was determined and administered by the Board based on recommendations from the Compensation and Governance Committee.

Compensation and Governance Committee

In order to assist the Board in fulfilling its oversight responsibilities with respect to compensation matters, the Board established the Compensation and Governance Committee and approved the charter of the Compensation and Governance Committee. The Compensation and Governance Committee is composed of Brad J. Lamb, Binyomin Posen, and Todd Shapiro. Mr. Lamb and Mr. Posen are “independent” as such term is defined in National Instrument 58-101 - Disclosure of Corporate Governance Practices , while Mr. Shapiro is not due to his role as CEO of the Corporation.

The Compensation and Governance Committee meets on compensation matters as and when required with respect to management compensation. The primary goal of the Compensation and Governance Committee as it relates to compensation matters is to ensure that the compensation provided to management is determined with regard to the Corporation’s business strategies and objectives, such that the financial interest of management is aligned with the financial interest of Shareholders, and to ensure that their compensation is fair and reasonable and sufficient to attract and retain qualified and experienced executives. The Compensation and Governance Committee is given the authority to engage and compensate any outside advisor that it determines to be necessary to carry out its duties.

To determine compensation payable, the Compensation and Governance Committee reviews compensation paid to management of companies of similar size and stage of development in comparable industries and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by management while taking into account the financial and other resources of the Corporation.

As a whole, the members of the Compensation and Governance Committee have direct experience and skills relevant to their responsibilities in executive compensation, including with respect to enabling the Compensation and Governance Committee to make informed decisions on the suitability of the Corporation’s compensation policies and practices.

(i) Base Compensation

Base compensation for the Corporation’s management is designed to provide income certainty and to attract and retain executives. In setting base compensation levels, consideration is given to such factors as level of responsibility, experience and expertise. Subjective factors such as leadership, commitment and attitude are also considered. The Compensation and Governance Committee has generally considered publicly available information regarding the compensation levels of executives of similarly sized companies within the industry in setting compensation but has not established a benchmark group of peers. Although the Corporation strives to compensate its management within industry expectations, the base compensation may, from time to time, be reviewed depending on the results of operations.

(ii) Equity Based Compensation: Stock Option Plan and RSU Plan

To provide a long-term component to the compensation program, the Corporation adopted the Stock Option Plan, a 10% “rolling” stock option plan, and RSU Plan, a fixed 10% RSU plan. The maximization of Shareholder value is encouraged by granting Options and RSUs to eligible participants. Recommendations for Options and RSUs have historically taken into account factors such as awards made in previous years, the number of Options and RSUs outstanding per individual and the individual’s level of responsibility.

7

Other than the Stock Option Plan and RSU Plan, the Corporation does not currently have any other long-term incentive or other plans pursuant to which cash or non-cash compensation has been or will be paid or distributed to any director or executive officer.

Stock Option Plan

The Corporation adopted the Stock Option Plan and pursuant to the terms of the Stock Option Plan, the Board may from time to time, in its discretion, in accordance with applicable stock exchange rules, grant to directors, officers, employees, management company employees and consultants of the Corporation and its affiliates, non-transferable Options to purchase Common Shares for a period of up to five years from the date of grant, provided that the number of Common Shares reserved for issuance may not exceed 10% of the total issued and outstanding Common Shares at the date of the grant.

The purpose of the Stock Option Plan, pursuant to which the Corporation may grant Options, is to promote the profitability and growth of the Corporation by facilitating the efforts of the Corporation to obtain and retain key individuals. The Stock Option Plan provides an incentive for and encourages ownership of the Common Shares by its key individuals so that they may increase their stake in the Corporation and benefit from increases in the value of the Common Shares. Pursuant to the Stock Option Plan, the maximum number of Common Shares reserved for issuance in any 12 month period to any one optionee other than a consultant may not exceed 5% of the issued and outstanding Common Shares at the date of the grant. The maximum number of Common Shares reserved for issuance in any 12 month period to any consultant may not exceed 2% of the issued and outstanding Common Shares at the date of the grant and the maximum number of Common Shares reserved for issuance in any 12 month period to all persons engaged in investor relations activities may not exceed 2% of the issued and outstanding number of Common Shares at the date of the grant.

Options may be exercised until the earlier of: (a) the expiry time of such Option; and (b) 90 days (or such other period as may be determined by the Board, provided such period is not more than one year) following the date the optionee ceases to be a director, officer or employee of the Corporation or its affiliates or a consultant or a management company employee, provided that if the cessation of such position or arrangement was by reason of death, the Option may be exercised within a maximum period of one year after such death, subject to the expiry date of such Option. Notwithstanding the foregoing, in the event of termination for cause, all Options held by such terminated optionee will be cancelled immediately. In the event that the Corporation becomes listed on the Toronto Stock Exchange, the Stock Option Plan provides that the Board may grant Options which allow an optionee to elect to exercise its Option on a “cashless basis”, whereby the optionee, instead of making a cash payment for the aggregate exercise price, shall be entitled to be issued such number of Common Shares equal to the number which results when: (i) the difference between the aggregate fair market value of the Common Shares underlying the Option and the aggregate exercise price of such Option is divided by (ii) the fair market value of each Common Share. The Stock Option Plan contains a detailed amending provisions which set out circumstances where stock exchange and Shareholder approval will be required and those circumstances where stock exchange and Shareholder approval will not be required.

The Stock Option Plan is not subject to any mandatory vesting provisions, except that Options granted to investor relations employees must vest in stages over not less than 12 months with no more than one quarter of the Options vesting in any three-month period.

RSU Plan

On January 11, 2022, the Board adopted the RSU Plan. The RSU Plan provides that the Board and/or Compensation and Governance Committee may from time, in its discretion, and in accordance with CSE requirements, grant to directors, officers, employees and consultants to the Corporation, non-transferable RSUs awards to receive Common Shares. The principal features of the RSU Plan are summarized below.

Purpose

The purpose of the RSU Plan is promote the interests and long-term success of the Corporation by: (i) furnishing

8

certain directors, officers, employees and consultants of the Corporation with greater incentive to develop and promote the business and financial success of the Corporation; (ii) aligning the interests of persons to whom RSUs may be granted with those of Shareholders generally through a proprietary ownership interest in the Corporation; and (iii) assisting the Corporation in attracting, retaining, and motivating its directors, officers, and employees.

Eligibility

RSU grants may be made under the RSU Plan to directors, officers, employees, and consultants of the Corporation or of any affiliate of the Corporation (each an “ Eligible Person ”), excluding individuals or consultants engaging in Investor Relations Activities (as such term is defined in the policies of the CSE). Any Eligible Person shall be designated a participant for the purposes of the RSU Plan (a “ Participant ”). The Corporation and Participant shall be required to confirm that any Eligible Person that is an employee is a bona fide employee of the Corporation or its affiliates for the purposes of participating in the RSU Plan. In determining whether an Eligible Person shall receive an RSU and the terms thereof, the Board or Compensation and Governance Committee may take into account the nature of the services rendered by the Eligible Person, his or her present and potential contributions to the success of the Corporation, and such other relevant factors.

Administration

The RSU Plan will be administered by the Compensation and Governance Committee to, among other things, interpret, administer and implement the RSU Plan on behalf of the Board. The Compensation and Governance Committee is authorized, subject to the provisions of the RSU Plan, to establish such rules and regulations as it deems necessary for the proper administration of the RSU Plan, and to make determinations and take such other action in connection with or in relation to the RSU Plan as it deems necessary or advisable.

Common Shares Available for Awards

The maximum number of Common Shares that may be issuable pursuant to RSU Plan may not exceed in the aggregate, that number of Common Shares which is equal to 10% of the issued and outstanding Common Shares as at the effective date of the RSU Plan, being 33,288,876 Common Shares as of June 7, 2021. The number of Common Shares covered by a grant of RSUs will be counted on the date of grant of such RSUs against the aggregate number of Common Shares available under the RSU Plan. Fractional RSUs are permitted under the RSU Plan.

Grant of Awards

The Compensation and Governance Committee may from time-to-time grant to any Eligible Person one or more RSUs as the Compensation and Governance Committee deems appropriate, provided that:

• (a) the number of Common Shares reserved for issuance to any Participant combined with all of the Corporation’s other security-based arrangements within any one-year period shall not, in aggregate, exceed 5% of the total number of Common Shares, or in the case of consultants, 2% of the issued and outstanding Common Shares to each consultant in any one year period, unless disinterested Shareholder approval is obtained for such issuances;

• (b) the number of Common Shares reserved for issuance to any one Participant within any one-year period shall not, in aggregate, exceed 1% of the total number of Common Shares, unless disinterested Shareholder approval is obtained for such issuance;

• (c) the maximum number of Common Shares which may be reserved for issuance to a related group of persons, together with any other security-based compensation agreements, may not exceed 10% of the issued and outstanding Common Shares at any given time;

9

• (d) the number of Common Shares (i) issuable, at any time, to Participants that are insiders; and (ii) issued to Participants that are Insiders (as such term is defined in the RSU Plan) within any one-year period when combined with all of the Corporation’s other security based compensation arrangements that provide for the issuance from treasury or potential issuance from treasury of Common Shares shall not, in aggregate, exceed 5% of the total number of Common Shares at any given time; and

• (e) the number of Common Shares reserved for issuance to Participants that are Insiders pursuant to the RSU Plan within any one-year period shall not, in aggregate, exceed 2% of the total number of Common Shares, unless disinterested Shareholder approval is obtained for such issuances.

Each RSU grant will be evidenced by an Award Agreement (as such term is defined in the RSU Plan) which incorporates such terms and conditions, including all vesting conditions, as the Compensation and Governance Committee in its discretion deems appropriate and consistent with the provisions of the RSU Plan.

Termination of Services

Upon the termination of a Participant’s employment (as determined under criteria established by the Compensation and Governance Committee), including by way of death, retirement, disability, termination without cause and termination for cause during the term of an RSU, all unvested RSUs held by the Participant shall be forfeited and cancelled; provided, however, that the Compensation and Governance Committee may, if it determines that a waiver would be in the best interest of the Corporation, waive in whole or in part any or all remaining restrictions or conditions with respect to any such RSU grant.

Vesting

RSUs granted pursuant to the RSU Plan will vest, and the corresponding Common Shares will be issued, no later than December 15 of the third calendar year following the end of the Service Year (as defined herein) in respect of each such RSU grant. For the purposes of determining the Service Year: (i) where an RSU is granted within the first half of a calendar year, the “ Service Year ” in respect of such RSU shall be the immediately preceding year; and (ii) where an RSU is granted within the second half of a calendar year, the “ Service Year ” in respect of such RSU shall be the year of grant.

Each vested, whole RSU granted is payable in Common Shares and confers on the holder thereof the right to receive one Common Share from the treasury immediately upon the completion of certain conditions during such periods as the Compensation and Governance Committee may establish. The conditions to be completed during any period, the length of any period, the amount of any RSUs granted, the number of Common Shares receivable pursuant to any RSU and any other terms and conditions of the RSU are to be determined by the Compensation and Governance Committee at the time of grant.

Amendments to the RSU Plan

The following amendments to the RSU Plan will require the prior approval of the CSE and disinterested Shareholders:

• (a) increasing the maximum number of Common Shares reserved for issuance under the RSU Plan;

• (b) extending the term of an RSU beyond its original expiry time; or

• (c) any amendment that results in a modification to the section of the RSU Plan that deals with the maximum number of Common Shares available for issuance under the RSU Plan.

10

The Compensation and Governance Committee may make any other amendment to the RSU Plan not set out above, including the following:

• (a) amendments of a clerical or housekeeping nature, including but not limited to the correction of grammatical or typographical errors or clarification of terms;

• (b) amendments to reflect any requirements of any regulatory authorities to which the Corporation is subject, including the CSE;

• (c) amendments to any vesting provisions of an RSU, provided that such amendments shall not extend vesting beyond December 15 of the third calendar year following the end of the Service Year in respect of such RSU; and

• (d) amendments to the expiration date of an RSU that does not extend the term of an RSU past the original date of expiration for such RSU.

Adjustments

In the event of any share distribution, share split, combination or exchange of shares, merger, consolidation, spin-off or other distribution of the Corporation’s assets to the Shareholders, or any other change affecting the Common Shares, the outstanding RSUs shall be adjusted in such manner, if any, as the Compensation and Governance Committee may in its discretion deem appropriate to reflect the event, provided that no amount will be paid to a Participant and no additional RSUs will be granted to such Participant to compensate for a downward fluctuation in the market price of the Common Shares, nor will any other form of benefit be conferred upon, or in respect of a Participant for such purpose.

In the event of a Merger and Acquisition Transaction (as such term is defined the RSU Plan), the Compensation and Governance Committee will determine any adjustment to the number and type of Common Shares (or other securities) that shall thereafter underlie the then outstanding, and any future, RSUs and determine the manner in which all unvested RSUs granted will be treated including, without limitation, requiring the acceleration of the time for the vesting of such RSUs by the Participants, the time for the fulfilment of any conditions or restrictions on such vesting, and the time for the expiry of such RSUs. Notwithstanding anything to the contrary in the RSU Plan, any unvested RSUs issued to a Participant at the time of a Merger and Acquisition Transaction shall immediately vest if either (i) the Participant is either terminated without cause or resigns with good reason (as such term has been defined under common law, including any reason that would be considered to amount to constructive dismissal by a court of competent jurisdiction) from their position with the Corporation within the period ending 12 months from the date of the completion of the Merger and Acquisition Transaction, or (ii) the Compensation and Governance Committee, acting reasonably, determines that an adjustment to the number and type of Common Shares (or other securities) resulting from a Merger and Acquisition Transaction is impractical or impossible.

Withholding Tax

Each Participant in the RSU Plan is responsible for all applicable withholding taxes in respect to the issuance, transfer, amendment, or vesting of an RSU or the issuance of Common Shares thereunder in order to satisfy any applicable withholding taxes, the Corporation is entitled to, among other things, withhold or offset such amounts from any salary or other amounts otherwise due or to become due from the Corporation to the Participant, or may require that a Participant pay such amounts to the Corporation.

RSUs Non-Transferable

Each RSU granted is non-transferrable or assignable except to (i) an executor or administrator for the estate of the Participant upon the death of the Participant, or (ii) a committee or duly appointed attorney of the Participant, upon the Participant becoming incapable, by reason of physical or mental infirmity, of managing his or her affairs. A change

11

in the status, office, position or duties of a Participant from the status, office, position or duties held by such Participant on the date on which the RSU was granted to such Participant will not result in the termination of the RSU granted to such Participant provided that such Participant remains an Eligible Person.

(iii) Discretionary Bonuses

The compensation program includes eligibility for discretionary incentive bonuses. The bonuses are awarded based on objectives set by the Compensation and Governance Committee and its assessment of the Corporation and its executive’s performance and contribution. Objectives may include strategic, financial, and operational performance goals, as well as personal performance objectives, including implementation of new strategic initiatives, the development of innovations, organizational development and other factors. The resulting bonus entitlements, if any, will therefore vary between members of management.

Risk Analysis

The Board and Compensation and Governance Committee considered risks associated with executive compensation and do not believe that the Corporation’s executive compensation policies and practices encourage its executive officers to take inappropriate or excessive risks. Aside from a fixed base salary, management is compensated through grants under the Corporation’s equity compensation plans, namely the Stock Option Plan and RSU Plan, which is compensation that is both “at risk” and associated with long-term value creation. The value of such compensation is dependent upon Shareholder return over the corresponding Option and RSU vesting period which reduces the incentive for management to take inappropriate or excessive risks as their long-term compensation is at risk.

Management is not permitted to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds) that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by management.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Corporation and its subsidiaries, excluding compensation securities, to each Named Executive Officer and director, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the Named Executive Officer or director for service provided and for services to be provided, directly or indirectly, to the Corporation or any subsidiary thereof, for the periods indicated:

		Compensation Excluding Compensation Securities	Compensation Excluding Compensation Securities	Compensation Excluding Compensation Securities	Compensation Excluding Compensation Securities
Name and Position	Year Ended	Salary, Consulting Fee, Retainer, or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites ($)	Value of All Other Compensation ($)	Total Compensation ($)
Todd Shapiro CEO and Director	2024 2023	330,000 325,000	110,000(1) Nil	Nil Nil	13,200(2) 13,200(2)	42,088(3) Nil	495,288 338,200
David Ascott(4) Former CFO	2024 2023	220,000 198,750	35,000 Nil	Nil Nil	Nil Nil	21,402 Nil	276,402 198,750
Ann Barnes Director	2024 2023	40,000 Nil	7,500 Nil	Nil Nil	Nil Nil	Nil Nil	47,500 Nil
Binyomin Posen Director	2024 2023	20,000 Nil	3,750 Nil	Nil Nil	Nil Nil	Nil Nil	23,750 Nil
Brad J. Lamb(5) Chairman	2024 2023	80,000 Nil	15,000 Nil	Nil Nil	Nil Nil	Nil Nil	95,000 Nil
Sarah Hashkes CTIO	2024 2023	127,333 200,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	127,333 200,000
Hans Derix President, RLH Netherlands	2024 2023	129,969 125,521	Nil Nil	Nil Nil	Nil Nil	Nil Nil	129,969 125,521
Troy DuFour(6) SVPS	2024 2023	62,500(3) Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	62,500(3) Nil

12

Notes :

• (1) A portion of Mr. Shapiro’s bonus, in the amount of $10,000, was paid to 8797668 Canada Ltd., a company controlled by Mr. Shapiro.

• (2) Mr. Shapiro receives a monthly car allowance of $1,100.

• (3) Mr. Shapiro received a one-time payout of $42,088 for accrued vacation.

• (4) Mr. Ascott resigned as CFO of the Corporation on June 21, 2024, and Mr. Jon Szczur was appointed as interim CFO effective July 4, 2024.

• (5) Paid to BJL Properties Inc., a company controlled by Brad J. Lamb.

• (6) Effective November 1, 2023, Mr. DuFour was engaged as an SVPS. Pursuant to the DuFour Agreement (as defined herein), Mr. DuFour receives an annual base salary of $150,000, which was pro-rated for the period of November 1, 2023, to March 31, 2024.

Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each director and Named Executive Officer by the Corporation, or any subsidiary thereof, in the year ended March 31, 2024, for services provided or to be provided, directly or indirectly, to the Corporation or any subsidiary thereof:

			Compensation Securities	Compensation Securities
Name and Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities, and Percentage of Class	Date of Issue or Grant	Issue, Conversion, or Exercise Price ($)	Closing Price of Security or Underlying Security on Date of Grant ($)	Closing Price of Security or Underlying Security at Year End ($)	Expiry Date
Todd Shapiro CEO and Director	Options	3,000,000	April 24, 2023	0.10	0.10	0.06	April 24, 2028
David Ascott Former CFO	Options	1,000,000	April 24, 2023	0.10	0.10	0.06	April 24, 2028
Ann Barnes Director	Options	2,500,000	April 24,2023	0.10	0.10	0.06	April 24,2028
	RSUs(1)	1,500,000	April 24,2023	0.10	0.10	0.06	N/A
Binyomin Posen Director	Options	1,250,000	April 24,2023	0.10	0.10	0.06	April 24,2028
	RSUs(1)	750,000	April 24,2023	0.10	0.10	0.06	N/A
Brad J. Lamb Chairman	Options	5,400,000	April 24,2023	0.10	0.10	0.06	April 24,2028
	RSUs(1)	2,700,000	April 24,2023	0.10	N/A	N/A	N/A
Troy DuFour SVPS	Options	600,000	October 30, 2023	0.055	0.055	0.06	October 30, 2028

Note :

(1) Pursuant to the terms of the RSU grant, 1/3 of RSUs vest on the grant date, 1/3 of the RSUs vest one year from the grant date, and 1/3 of the RSUs vest two years from the grant date.

Exercise of Compensation by Directors and Named Executive Officers

Other than disclosed in the table below, none of the Named Executive Officers or directors of the Corporation exercised any compensation securities during the most recently completed financial year:

Name and Position Todd Shapiro CEO and Director Binyomin Posen Director Brad J. Lamb Chairman	Exercise of Compensation Securities by Directors and Named	Exercise of Compensation Securities by Directors and Named	Exercise of Compensation Securities by Directors and Named	Exercise of Compensation Securities by Directors and Named	Executive Officers
	Type of Compensation Security	Number of Underlying Securities Exercised	Exercise Price per Security ($)	Date of Exercise	Closing Price per Security on Date of Exercise ($)	Difference between Exercise Price and Closing Price on Exercise Date ($)	Total Value on Exercise Date ($)
	Options	750,000	0.06	May 27, 2023	0.085	0.025	38,891
	Options	250,000	0.06	May 27, 2023	0.085	0.025	12,964
	Options	500,000	0.06	May 27, 2023	0.085	0.025	25,928

13

Employment, Consulting, and Management Agreements

Other than as disclosed below, the Corporation did not have any agreement or arrangement under which compensation was provided during the fiscal year ended on March 31, 2024, or is payable in respect of services provided to the Corporation or any of its subsidiaries that were performed by a director or Named Executive Officer, or performed by any other party (but are services typically provided by a director or an Named Executive Officer).

Todd Shapiro – CEO and Director

Effective May 31, 2022, Todd Shapiro and the Corporation entered into an executive employment agreement, pursuant to which Mr. Shapiro was engaged to be the CEO of the Corporation (the “ Shapiro Agreement ”). Under the Shapiro Agreement, Mr. Shapiro is entitled to (i) an annual base salary of $330,000, paid monthly; (ii) a one-time grant of 5,000,000 RSUs, with each RSU vesting immediately as of the date of the Shapiro Agreement; (iii) a target bonus as determined by the Board, based on the Board’s evaluation of Mr. Shapiro’s achievement of certain personal performance targets and the financial performance of the Corporation; and (iv) a lump sum payment of $25,000 upon the Corporation obtaining a “Good Manufacturing Practices” certificate issued by the European Medicines Agency in respect of the Corporation’s facility located in the Netherlands.

The Shapiro Agreement may be terminated by the Corporation without just cause at any time and for any reason if the Corporation, in its sole discretion, so determines, provided that such termination without cause is not based on ground prohibited under the Ontario Human Rights Code or on grounds which are otherwise prohibited by law. Mr. Shapiro may terminate his employment at any time and for any reason by giving three months’ prior notice in writing to the Corporation.

Notwithstanding any other provision in the Shapiro Agreement, if within 12 months following a change of control, Mr. Shapiro’s employment is terminated without cause by the Corporation, the Corporation shall provide Mr. Shapiro with: (i) a lump sum severance payment in an amount equal to 36 months’ pay based on Mr. Shapiro’s annual base salary and target bonus; (ii) benefits continuation at the Corporation’s expense for a period of 36 months from the date of termination; (iii) any accrued but unpaid (a) base salary and target bonus (if any) earned by Mr. Shapiro up to the date of termination and (b) vacation pay earned by Mr. Shapiro up to the date of termination and through the expiration of the minimum notice period prescribed by the Employment Standards Act ; and (v) reimbursement of any preapproved expenses incurred by Mr. Shapiro, but which remains unpaid up to the date of termination.

Sarah Hashkes – CTIO

Effective April 1, 2021, Sarah Hashkes and the Corporation entered into a consulting agreement, pursuant to which Ms. Hashkes provides advisory services as the CTIO of the Corporation and leads technology strategy, evaluates new technologies for benefit of the Corporation, leads company-wide implementation and integration of technology, and provides advisory consulting services to the Corporation (the “ Hashkes Agreement ”). Under the Hashkes Agreement, Ms. Hashkes is entitled to an annual consulting fee of $200,000, paid monthly, and was granted 250,000 Options, each exercisable at a price of $0.125 per Common Share for a period of four years. The Options vest upon the following terms: 1/5 vested on the date of the grant, with the remaining 1/5 vesting on each six month anniversary from the date of the grant. Notwithstanding the Hashkes Agreement, effective August 2023 to December 2023, the Corporation and Ms. Hashkes agreed to reduce her compensation to a payment of $8,333.33 per month. In addition, for the period of January 2024 to March 2024, Ms. Hashkes and the Corporation agreed to increase her compensation to $10,000 per month.

The Hashkes Agreement may be terminated by the Corporation for cause, without advance written notice to Ms. Hashkes upon the occurrence of any of the following events: (i) Ms. Hashkes enters a guilty plea or is convicted of a summary conviction, a quasi-criminal offence, or a misdemeanour or felony; (ii) engages in misconduct or negligence which is detrimental to the reputation of the Corporation or any of its affiliates in any material respect; (iii) materially breaches her duties under the Hashkes Agreement, (iv) any serious neglect of duty or serious misconduct by Ms. Hashkes to the material detriment of the Corporation or its affiliates in discharging any of Ms. Hashkes duties or responsibilities under the Hashkes Agreement that are not cured or remedied within 15 days of written notification

14

thereof to Ms. Hashkes by the Corporation

The Hashkes Agreement may be terminated immediately upon Ms. Hashkes’ death, upon 15 days’ written notice of either party, or at any point within sixty days following a change of control. Within 15 calendar days of the termination of the Hashkes Agreement, the Corporation will pay all outstanding and incurred invoices related to services rendered and expenses incurred by Ms. Hashkes prior to the date of termination and Ms. Hashkes will repay the Corporation for all advances paid by the Corporation.

Brad J. Lamb – Chairman

Effective April 24, 2023, Brad J. Lamb and the Corporation entered into an independent director services agreement (the “ Lamb Agreement ”) pursuant to which Mr. Lamb performs independent director services to the Corporation. Pursuant to the Lamb Agreement, Mr. Lamb is entitled to an annual cash compensation of: (i) $80,000 plus applicable HST in the first year of his directorship; (ii) $85,000 plus applicable HST in the second year of his directorship; and (iii) $90,000 plus applicable HST in the third year his directorship (collectively, the “ Lamb Cash Compensation ”). The Lamb Cash Compensation is paid in equal installments each calendar month for the services provided during the previous calendar month. In addition to the Lamb Cash Compensation, the Corporation paid Mr. Lamb a $15,000 signing bonus. Notwithstanding the terms of the Lamb Agreement, all compensation owing pursuant to the Lamb Agreement is paid to Lamb Capital Corp., a company controlled by Mr. Lamb.

Pursuant to the Lamb Agreement, the Corporation granted Mr. Lamb a one-time total grant of 5,400,000 Options, at an exercise price of $0.10, and 2,700,000 RSUs. The Options and RSUs vest upon the following terms: (a) one-third vest on April 24, 2023; (b) one-third vest on April 24, 2024; and (c) one-third vest on April 24, 2025.

The Lamb Agreement provides for automatic termination of Mr. Lamb’s directorship upon the occurrence of any of the following events: (a) Mr. Lamb commits any breach and/or repeated and/or continual breach of any of director’s obligations under the Lamb Agreement; (b) Mr. Lamb breaches, is in breach of, or has breached any material covenant in the Lamb Agreement; (c) Mr. Lamb fails to attend any two consecutive Board meetings consecutively and no other director of the Corporation has agreed to attend such meetings on Mr. Lamb’s behalf; (d) Mr. Lamb is or becomes prohibited by any law, regulation, rule, practice direction, or practice rule from taking up the post of director or senior officer or Mr. Lamb loses the qualifications to act as director or senior officer; (e) Mr. Lamb is guilty of any serious misconduct or serious neglect in the discharge of Mr. Lamb’s duties thereunder; (f) Mr. Lamb’s actions or omissions bring the name or reputation of the Corporation, or any of Corporation’s affiliates, subsidiaries, or parent (each a “ Group Member ”) into serious disrepute or prejudices the business interests of the Corporation or any Group Member; (g) Mr. Lamb is sued for criminal liability or convicted of any criminal offence other than an offence which in the reasonable opinion of the Board does not affect Mr. Lamb’s position as a director (bearing in mind the nature of the duties in which Mr. Lamb is engaged and the capacities in which Mr. Lamb is engaged); (h) Mr. Lamb buys, sells, or trades any securities during a blackout period; or (i) Mr. Lamb is sued, fined, penalized, or censured for alleged or actual violation of any securities law or regulation in Canada, the United States, or elsewhere.

David Ascott – Former CFO

On November 1, 2021, David Ascott and the Corporation entered into a consulting agreement, pursuant to which Mr. Ascott was engaged to provide CFO services to the Corporation (the “ Ascott Agreement ”). Under the Ascott Agreement, Mr. Ascott is entitled to: (i) an annual base salary of $200,000; and (ii) participate in the Corporation’s benefit programs established by the Corporation from time to time for its senior management personnel in accordance with the terms and conditions of an applicable plan, fund or arrangement in effect from time to time.

Pursuant to the Ascott Agreement, upon entering into the agreement, Mr. Ascott received a grant of 1,000,000 Options, each exercisable at a price of $0.185 per Common Share for a period of three years. The Options vest upon the following terms: (a) one-third of the Options vested one year following the date of the grant; and (b) following the completion of the first year of the Ascott Agreement, the remaining two-thirds of the Options began to vest in equal increments every six months thereafter. In the event Mr. Ascott’s employment is terminated for any reason, any unvested Options will terminate as of the date of termination.

15

The Ascott Agreement may be terminated at any time upon 30 days notice for any reason by paying a lumpsum payment equal to three months salary calculated based on the average compensation billed for the six months prior to such notice and may be terminated without notice in the event of a material breach if the material breach is not rectified within ten days of receipt of notice of the material breach. In the event of termination or Mr. Ascott’s resignation upon a change of control, within 12 months of the change of control, Mr. Ascott is entitled to a lumpsum payment equal to 24 months salary, calculated based on the average compensation billed for the six months prior to such termination.

Effective June 21, 2024, Mr. Ascott resigned as CFO of the Corporation, providing his two weeks notice as set forth in the Ascott Agreement. The Corporation did not owe Mr. Ascott any additional payments upon the termination of the Ascott Agreement.

Troy DuFour – SVPS

Effective November 1, 2023, Troy DuFour and the Corporation entered into an executive employment agreement, pursuant to which Mr. DuFour was engaged to perform advisory services as the SVPS of the Corporation (the “ DuFour Agreement ”). Under the DuFour Agreement, Mr. DuFour is (i) entitled to an annual base salary of $150,000 (the “ Base Salary ”), paid in monthly instalments, and (ii) eligible for a sales bonus, which will be calculated as 25% of Mr. DuFour’s Base Salary, contingent on the Corporation achieving a minimum annual sales target of $10,000,000 in North America within the evaluation period, which would be the one-year anniversary of the DuFour Agreement (the “ Sales Bonus ”). The Sales Bonus is subject to applicable taxes, and the Sales Bonus provision will expire on the termination of Mr. DuFour’s employment, regardless of the reason for such termination. The DuFour Agreement further provides the following benefits and allowances: (i) eligibility of Mr. DuFour to participate in the Corporation’s benefit programs, established by the Corporation for its senior management personnel; (ii) a monthly cell phone allowance of $80; and (iii) and a monthly car allowance of $500.

The Corporation granted Mr. DuFour a one-time total grant of 600,000 Options, each exercised at $0.055. The Options vest upon the following terms: (a) one-third shall vest on May 1, 2023; (b) one-third shall vest on November 1, 2024; and (c) one-third shall vest on May 1, 2025.

The DuFour Agreement may be terminated by the Corporation without just cause at any time and for any reason if the Corporation, in its sole discretion, so determines, by written notice of termination to Mr. DuFour, provided such termination without just cause is not based on grounds prohibited by the law. Mr. DuFour may terminate his employment at any time and for any reason by giving two weeks’ prior notice in writing to the Corporation.

Pension Disclosure

The Corporation does not currently have any pension, defined benefit, defined contribution or deferred compensation plans in place.

16

SECURITIES AUTHORISED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth securities of the Corporation which have been authorized for issuance under equity compensation plans, as at the financial year ended March 31, 2024:

	Number of securities to	Weighted-average	Number of securities remaining
	be issued upon exercise	exercise price of	available for future issuance
Plan Category	of outstanding Options,	outstanding Options,	under equity compensation
	warrants and rights	warrants and rights	plans
	(#)	($)	(#)
Equity compensation plans approved by the securityholders	32,418,334(1)(2)	$0.11	29,951,217(1)(2)(3)
Equity compensation plans not approved by the securityholders	N/A	N/A	N/A(2)
**Total **	32,418,334(1)(2)	$0.11	29,951,217(1)(2)(3)

Notes :

(1) As at March 31, 2024, the Corporation had 28,551,667 Options issued and 10,826,841 Options remaining authorized for issuance under the Stock Option Plan.

(2) As at March 31, 2024, the Corporation had 3,866,667 RSUs issued and outstanding, and 19,124,376 RSUs remaining authorized for issuance under the RSU Plan.

(3) As at March 31, 2024, the Corporation had 393,785,080 Common Shares issued and outstanding. The Option Plan is a 10% rolling plan while the RSU Plan is fixed at 36,361,528. As at March 31, 2024, the Corporation had granted a total of 17,237,152 RSUs pursuant to the RSU Plan.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date hereof, no current executive officer, director or employee or former executive officer, director or employee of the Corporation or of any of its subsidiaries is indebted to the Corporation or any of its subsidiaries or any other entity where the indebtedness was the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by the Corporation or any of its subsidiaries during the most recently completed financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the best of the knowledge of the directors and executive officers of the Corporation, since the commencement of the Corporation’s last completed financial year, no “informed person” (as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations ) of the Corporation, any nominee, or any associate or affiliate of an informed person, has or had any material interest, direct or indirect, in any transaction or any proposed transaction that has materially affected or will materially affect the Corporation or any of its subsidiaries.

MANAGEMENT CONTRACTS

Other than as disclosed elsewhere in this Circular, no management functions of the Corporation are to any substantial degree performed by a person or company other than the directors or Named Executive Officers of the Corporation.

AUDIT COMMITTEE

Pursuant to National Instrument 52-110 – Audit Committees (“ NI 52-110 ”), the Corporation is required to have an audit committee comprised of not less than three directors, a majority of whom are not officers, control persons or employees of the Corporation or an affiliate of the Corporation (the “ Audit Committee ”). NI 52-110 requires the Corporation, as a venture issuer, to disclose annually in its information circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor.

Audit Committee Charter

The text of the Audit Committee’s charter is attached as Schedule “A” to this Circular.

17

Composition of Audit Committee and Independence

The Corporation’s current Audit Committee consists of:

Name	Independence	Financial Literacy
Ann Barnes	Independent(1)	Financiallyliterate (3)
Binyomin Posen	Independent(1)	Financially literate(3)
Todd Shapiro	Not Independent(1)	Financially literate(3)

Notes:

(1) As defined by NI 52-110, a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the Corporation, which could, in the view of the Board, reasonably interfere with the exercise of the member’s independent judgment. Ms. Barnes and Mr. Posen are “independent” within the meaning of NI 52-110, while Mr. Shapiro is not due to his role as the CEO within the Corporation.

• (2) As defined by NI 52-110., an individual is financially literate if they have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

Relevant Education and Experience

Each member of the Corporation’s present Audit Committee has adequate education and experience that is relevant to his performance as an Audit Committee member and, in particular, the requisite education and experience that have provided the member with:

• (a) an understanding of the accounting principles used by the Corporation to prepare its financial statements and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;

• (b) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation’s financial statements or experience actively supervising individuals engaged in such activities; and

• (c)

• an understanding of internal controls and procedures for financial reporting.

For a summary of the experience and education of the Audit Committee members see “ Board Nominee Biographies ”.

Reliance on Certain Exemptions

Since the commencement of the Corporation’s most recently completed fiscal year, the Corporation has relied upon the exemption mentioned in Section 6.1 of NI 52-110, the exemption for venture issuers in relation to the requirement that every Audit Committee member be independent. As a “venture issuer”, the Corporation is also exempt from Part 5 ( Reporting Obligations ) of NI 52-110.

Audit Committee Oversight

Since the commencement of the Corporation’s financial year ended March 31, 2024, the Audit Committee has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Board.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific pre-approval policies and procedures for the engagement of non-audit services.

18

External Auditor Fees

Clearhouse LLP, Chartered Professional Accountant (“ Clearhouse ”) was appointed as the Corporation’s external auditor on December 21, 2022. The aggregate fees billed by the Corporation’s external auditors the during the fiscal years ending March 31, 2024, and 2023 are as follows:

Auditor	Year	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees(4)	Total
Clearhouse	2024 2023	$241,500 $245,000	$5,750 $3,175	$9,031.49 $5,925.89	$22,223 $12,408.75	$278,504,49 $266,509.64

Notes :

(1) “ Audit Fees ” include aggregate fees billed by the Corporation’s external auditor(s) in each of the last two fiscal years for audit fees. (2) “ Audited Related Fees ” include the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Corporation’s external auditor(s) that are reasonably related to the performance of the audit or review of the Corporation’s financial statements and are not reported under “Audit fees” above. The services provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) “ Tax Fees ” include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Corporation’s external auditor(s) for tax compliance, tax advice and tax planning. The services provided include tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) “ All Other Fees ” include the aggregate fees billed in each of the last two fiscal years for products and services provided by the Corporation’s external auditor(s), other than “Audit Fees”, “Audit Related Fees” and “Tax Fees” above.

CORPORATE GOVERNANCE DISCLOSURE

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Corporation. National Policy 58-201 – Corporate Governance Guidelines establishes corporate governance guidelines which apply to all public companies. These guidelines are not intended to be prescriptive but to be used by issuers in developing their own corporate governance practices. The Board is committed to sound corporate governance practices, which are both in the interest of its Shareholders and contribute to effective and efficient decision making.

Pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices , the Corporation is required to disclose its corporate governance practices, as summarized below. The Board will continue to monitor such practices on an ongoing basis and, when necessary, implement such additional practices as it deems appropriate.

Board

The Board is presently comprised of four directors: Todd Shapiro, Ann Barnes, Binyomin Posen, and Brad J. Lamb. It is proposed that all four of the current directors will be nominated for re-election at the Meeting to hold office until the close of the next annual meeting of Shareholders or until their successors are duly elected or appointed pursuant to the by-laws of the Corporation, unless their offices are earlier vacated in accordance with the provisions of the Business Corporations Act (Ontario) (the “ OBCA ”).

Pursuant to NI 52-110, an “independent” director is one who is free from any direct or indirect relationship with the Corporation, which could, in the view of the Board, be reasonably expected to interfere with a director’s exercise of independent judgment. Ann Barnes, Binyomin Posen and Brad J. Lamb are independent directors within the meaning of NI 52-110. Todd Shapiro is not independent within the meaning of NI 52-110, as he is the CEO of the Corporation.

The Board seeks to manage or supervise the management of the business and affairs of the Corporation and to act with a view to the best interests of the Corporation. Directors are expected to become and remain informed about the Corporation and its business, properties, risks and prospects and are responsible for determining that effective systems are in place for the periodic and timely reporting to the Board on important matters concerning the Corporation. The directors are also responsible for ensuring that periodic reviews are undertaken of the integrity of the Corporation’s internal controls and management information systems.

19

The Board has taken reasonable steps to ensure that adequate structures and processes are in place to permit the Board to function independently of management. The Board is of the opinion that the size of the Board is adequate and facilitates the efficiency of its deliberations, while ensuring a diversity of opinion and experience, and believes that each and every director is eager to fulfil his or her obligations and assume his or her responsibilities in the Corporation’s best interests, with due regard to the best interests of the Shareholders. The independent directors of the Board meet independently of management as they deem appropriate after Board meetings.

The Board provides leadership for its independent directors through formal board meetings, by encouraging independent directors to bring forth agenda items, and by providing independent directors with access to senior management, outside advisors, and unfettered access to information regarding our activities. The relatively small size of the Board facilitates this process.

Directorships

The following table sets forth the directors of the Corporation who currently hold directorships in other reporting issuers:

Director

Other Issuers

Binyomin Posen

• Newfoundland Goldbar Resources Inc. • Jiminex Inc. • i3 Interactive Inc. • The Hash Corporation • Pacific Iron Ore Corporation • Rio Verde Industries Inc. • Waraba Gold Limited • Nuran Wireless Inc. • Cumberland Resources Nickel Corp. (formerly Jerico Explorations Inc.) • Pegmatite One Lithium and Gold Corp. (formerly, Madi Minerals Ltd.) • Metaville Labs Inc. (formerly, Sniper Resources Ltd.) • 1344344 B.C. Ltd. • 1344343 B.C. Ltd. • 1344342 B.C. Ltd. • 1344346 B.C. Ltd. • 1344345 B.C. Ltd. • Free Battery Metal Limited • Guyana Frontier Mining Corp. • Christie Capital Corp.

Orientation and Continuing Education

The Corporation does not provide a formal orientation and education program for new directors. However, any new directors will have the opportunity to become familiar with the Corporation by meeting with the other directors and officers of the Corporation.

In addition, the Corporation does not provide continuing education for its directors. However, new directors, if any, will be briefed on the Corporation’s strategic plans, short-, medium- and long-term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing Corporation policies.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Corporation’s governing corporate

20

legislation, the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

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

Nomination of Directors

The Board has not appointed a nominating committee, and these functions are currently performed by the Board as a whole. As a result of the Corporation’s size, its stage of development and the limited number of individuals on the Board, the Corporation considers a nominating committee to be inappropriate at this time.

Compensation

The Corporation has a Compensation and Governance Committee that is responsible for determining all forms of compensation to be paid to the CEO and directors. The Compensation and Governance Committee is comprised of three members: Brad Lamb, Binyomin Posen, and Todd Shapiro. The Compensation and Governance Committee assists the Board in fulfilling its mandate in accordance with the terms of the charter of the Compensation and Governance Committee, attached hereto as Schedule “B”. See the section entitled “ Statement of Executive Compensation ” in this Circular.

Other Board Committees

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

Assessments

Given its current status, operations and limited number of directors on the Board, the Board does not formally review the contributions of its individual directors.

PARTICULARS OF MATTERS TO BE ACTED UPON

It is not known whether any other matters will come before the Meeting other than those set forth below and in the Notice of Meeting, but if any other matters do arise, the person named in the Form of Proxy intends to vote on any poll, in accordance with his or her best judgement, exercising discretionary authority with respect to amendments or variations of matters set forth in the Notice of Meeting and other matters which may properly come before the Meeting or any adjournment of the Meeting.

1. Audited Financial Statements

The audited financial statements of the Corporation for the financial years ended March 31, 2024, and 2023 and the

21

report of the auditors thereon, (together, the “ Annual Financial Statements ”) will be submitted to the Meeting, although no vote by the Shareholders with respect thereto is required or proposed to be taken.

2. Election of Directors

At the Meeting, Shareholders will be asked to re-elect the four current directors whose term of office will expire at the conclusion of the Meeting. The directors of the Corporation are elected annually and hold office until the next annual general meeting of the Shareholders or until their successors are elected or appointed. Management proposes to nominate the persons listed below for re-election as directors of the Corporation to serve until their successors are elected or appointed. Management does not contemplate that any of the nominees will be unable to serve as a director. Unless the Shareholder directs that their Common Shares are to be withheld from voting in respect of any particular nominee(s), the persons named in the Form of Proxy intends to vote FOR the reelection of each of the four nominees as directors of the Corporation.

The following table sets out the names of the nominees for election as directors, the offices they hold within the Corporation, their occupations, the length of time they have served as directors of the Corporation, and the number of Common Shares which each beneficially owns, directly or indirectly, or over which control or direction is exercised, as of the date hereof:

			Number of Common Shares
Name, province or state and country
		Served as director of the	beneficially owned, directly or
of residence and position, if any, held	Principal Occupation(s)(1)
		Corporation since	indirectly, or controlled or
in the Corporation
			directed at present(2)
Todd Shapiro(6) CEO and Director Ontario, Canada	CEO of the Corporation	May 22, 2020	12,998,333
Ann Barnes(3) Director Ontario, Canada	CEO of Edica Group Inc.	July 22, 2020	4,270,000(4)
Binyomin Posen(3)(6) Director Ontario, Canada	Independent Consultant	July 22, 2020	1,094,667
Brad J. Lamb(3)(6) Chairman Ontario, Canada	CEO and founder of Brad J. Lamb Realty Inc. and Lamb Development Corp.	May 25, 2020	6,985,665(5)

Notes:

(1) Information furnished by the respective director nominees.

(2) Voting securities of the Corporation beneficially owned, or controlled or directed, directly or indirectly are as of the date hereof. Information regarding voting securities held does not include voting securities issuable upon the exercise of Options, warrants or other convertible securities of the Corporation. Information in the table above is derived from the Corporation’s review of insider reports filed with System for Electronic Disclosure by Insiders and from information furnished by the respective director nominees.

(3) Member of the Audit Committee.

(4) Ms. Barnes is the registered holder of 3,670,000 Common Shares and beneficially holds 600,000 Common Shares through Eade Corporation.

(5) Mr. Lamb is the registered holder of 2,620,000 Common Shares and beneficially holds 4,365,665 Common Shares through Lamb Capital Corp.

(6) Member of the Compensation and Governance Committee.

Board Nominee Biographies

The following are brief biographies of the Board nominees:

Todd Shapiro – CEO and Director

Mr. Shapiro is the dynamic CEO of the Corporation, which is a leading company at the forefront of the psychedelic sector. With a deep-rooted passion for innovation and a visionary approach to business, Mr. Shapiro has been instrumental in steering the Corporation towards new heights since taking the helm. Under Todd’s leadership, the Corporation has made significant strides in advancing the responsible use and accessibility of psilocybin products. His strategic acumen and dedication to fostering safe, regulated environments for psychedelic exploration have positioned the company as a trailblazer in the industry.

22

Mr. Shapiro’s journey towards the Corporation is marked by a diverse and impressive career. He brings a wealth of experience from various sectors, including media, finance and technology, which he seamlessly integrates into his role at the company. His entrepreneurial spirit and commitment to positive change drives the Corporation’s mission to expand the boundaries of mental health and wellness.

A proponent of open dialogue and education, Mr. Shapiro is a sought-after speaker and thought leader in the psychedelic community. He champions the potential of psychedelics to transform lives and is dedicated to promoting responsible research and use. Outside of his professional endeavors, Mr. Shapiro is known for his commitment to community and personal development. He values a balanced lifestyle, embraces creativity, and enjoys exploring new ideas and experiences. Mr. Shapiro’s leadership at the Corporation exemplifies his dedication to innovation, responsibility, and the advancement of psychedelic science, paving the way for a brighter and more enlightened future.

Ann Barnes – Director

Ms. Barnes has over a decade of combined managerial experience, spanning across the health and nutrition, and cannabis industries. Ms. Barnes is presently the CEO of Edica Group Inc. (carrying on business as Edica Naturals), a plant-based supplement company, a position she has held since September 2015. Prior to her role with Edica Group Inc., she served as the CEO of Mum’s Original Inc., a plant-based health food company, from January 2012 to September 2015. Ms. Barnes was a director and Chair of the Human Resource Committee of Earth Alive Clean Technologies, a position she held from October 2018 to June 2021. Ms. Barnes was a director and Chair of the Special Committee for Instadose Pharma Corporation from February 22, 2021, to December 5, 2022. Prior to that, between April 2013 to October 2017, she served as the Chair of Peace Naturals Project Inc., a licensed cannabis producer. Ms. Barnes holds a Honours B.A. from York University (Political Science and Economics) and a law degree (LLB) from Windsor University.

Binyomin Posen – Director

Mr. Posen is an independent consultant. He was previously a vice president at Plaza Capital Limited, where he focused on corporate finance, capital markets, and helping companies go public. After three and a half years of studies overseas, he returned to complete his bachelor’s degree in Toronto. Upon graduating (on the Dean’s List) he began his career as an analyst at a Toronto boutique investment bank where his role consisted of raising funds for initial public offerings and reverse takeovers, business development for portfolio companies, and client relations.

Mr. Posen is a CEO, CFO and director at Rio Verde Industries, Inc., a director, CEO and CFO at TransGlobe Internet & Telecom Co. Ltd., a director, CEO & CFO at Shane Resources Ltd., an Independent Director at Pacific Iron Ore Corp., a director, CEO and CFO at Prominex Resource Corp., an Independent Director at Red Light Holland Corp., a director, CEO & CFO at Jiminex, Inc., a Director, a CEO, CFO and director at Academy Explorations Ltd., a president, CEO, CFO, Secretary & director at Agau Resources, Inc. and a president at 2778533 Ontario, Inc.

He is on the board of directors at Rio Verde Industries, Inc., TransGlobe Internet & Telecom Co. Ltd., Shane Resources Ltd., Pacific Iron Ore Corp., Prominex Resource Corp., Red Light Holland Corp., Jiminex, Inc., Sniper Resources Ltd., Academy Explorations Ltd., Agau Resources, Inc., The Hash Corp., Interactive Games Technologies, Inc. and NuRAN Wireless, Inc. Mr. Posen was previously employed as a director, CEO and CFO by Novamind, Inc., an Independent Director by Fairmont Resources, Inc., a chairman by ehave, Inc., and a senior analyst by Plaza Capital Ltd.

He also served on the board at World Class Extractions, Inc., CBD MED Research Corp., Tova Ventures II, Inc., and High Tide, Inc

Brad J. Lamb – Chairman

Mr. Lamb is the Chairman of the Board. He is one of Canada’s most prominent real estate developers, with over 30 years of widespread experience in the real estate industry, brings a wealth of experience leading successful sales and

23

marketing campaigns for condominium projects across major Canadian cities.

The Board recommends that Shareholders vote FOR the re-election of the above nominees as directors. It is anticipated that all proxies received will be voted in favour of the election of the nominees whose names are set forth above unless a proxy contains instructions to withhold from voting.

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

Cease Trade Orders, Bankruptcies, and Penalties

Other than as disclosed herein, no proposed director:

• (1) is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, CEO or CFO of any company that,

• i. was subject to a cease trade or similar order or an order that denied the company access to any exemption under securities legislation and which was in effect for a period of more than 30 consecutive days (an “ Order ”) that was issued while the proposed director was acting in the capacity as director, CEO or CFO;

• ii. was subject to an Order that was issued after the proposed director ceased to be a director, CEO or CFO and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO, or

• iii. while the proposed director was acting in that capacity, or within a year of the proposed director ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

• (2) has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

• (3) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, other than penalties for late filing of insider reports; or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable Shareholder in deciding whether to vote for a proposed director.

Mr. Binyomin Posen was a director and officer of Prominex Resource Corp. (“ Prominex ”) when it was subject to cease trade orders issued by the British Columbia Securities Commission (“ BCSC ”) on September 10, 2015, for failure to file annual audited financial statements for the year ended April 30, 2015, and the related management’s discussion and analysis and certificates. The cease trade order was revoked on February 18, 2020, after Prominex completed certain continuous disclosure filings. Mr. Binyomin Posen was not a director or officer at the time the cease trade orders were issued and became a director and officer on March 17, 2019. He is no longer director or officer of Prominex.

Mr. Binyomin Posen was a director and officer of TransGlobe Internet and Telecom Co., Ltd. (“ Transglobe ”) when it was subject to cease trade orders issued by the BCSC on November 6, 2012, and by the Alberta Securities Commission (“ ASC ”) on May 2, 2013, for failure to file its interim unaudited financial statements, interim management’s discussion and analysis, and related certification of interim filings for the interim period ended

24

February 28, 2013. The cease trade orders were revoked on August 24, 2020, after Transglobe completed certain continuous disclosure filings. Mr. Binyomin Posen was not a director or officer at the time the cease trade orders were issued and became a director and officer on December 13, 2019. He is no longer a director or officer of Transglobe.

Mr. Binyomin Posen was a director and officer of Sniper Resources Ltd. (“ Sniper ”) when it was subject to cease trade orders issued by the BCSC on February 5, 2016, and by the Ontario Securities Commission (the “ OSC ”) on February 11, 2016, for failure to file annual audited financial statements for the year ended September 30, 2015, and the related management’s discussion and analysis and certificates. The cease trade order was revoked on March 31, 2020, after Sniper completed certain continuous disclosure filings. Mr. Binyomin Posen was not a director or officer at the time the cease trade orders were issued and became a director and officer on December 19, 2018. He remains a director and officer of Sniper.

Mr. Binyomin Posen was a director and officer of Agau Resources Inc. (“ Agau ”) when it was subject to cease trade orders issued by the ASC on February 3, 2011, and the BCSC on February 10, 2011, for failure to file interim financial statements for the financial period ended November 30, 2010, and its related management’s discussion and analysis and certificates. The cease trade orders were revoked on June 28, 2018, after Agau completed certain continuous disclosure filings. Mr. Binyomin Posen was not a director or officer at the time the cease trade orders were issued and became a director and officer on March 21, 2018. He is no longer director or officer of Agau.

Mr. Binyomin Posen was a director of Nuran Wireless Inc. (“ Nuran ”) when it was subject to a cease trade order issued by the British BCSC on May 19, 2022 (the “ Nuran CTO ”) for Nuran having failed to file annual audited financial statements for the year ended December 31, 2021, accompanied by an auditor’s report that expresses a modified audit opinion. The cease trade order was revoked on June 29, 2022, after Nuran completed certain continuous disclosure filings. Mr. Binyomin Posen was a director of Nuran at the time of the Nuran CTO and remains a director as of the date hereof.

Mr. Binyomin Posen was a director of i3 Interactive Inc. (“ i3 ”) when on June 29, 2022, the BCSC issued a management cease trade order (the “ i3 MCTO ”) against i3 and insiders of i3, for failure to file its audited annual financial statements and related management’s discussion and analysis for the year ended February 28, 2022, and corresponding certifications of the foregoing within the time prescribed under NI 51-102. Mr. Binyomin Posen was a director of i3 at the time of the i3 MCTO, and remains a director as of the date hereof. The i3 MCTO remains in effect as of the date hereof.

Mr. Binyomin Posen was a director of Ryah Group Inc. (“ Ryah ”) when on July 5, 2022, the OSC issued a cease trade order (the “ Ryah CTO ”) against Ryah, to replace the management cease trade order issued by the OSC on May 5, 2022 (the “ Ryah MCTO ”), for failure to file its (i) audited annual financial statements and related management’s discussion and analysis for the year ended December 31, 2021 and corresponding certifications of the foregoing; and (ii) interim financial statements and related management’s discussion and analysis for the interim period ended March 31, 2022 and corresponding certifications of the foregoing within the time prescribed under NI 51-102. Mr. Binyomin Posen was a director of Ryah at the time of the Ryah CTO and Ryah MCTO, and remains a director as of the date hereof. The Ryah CTO remains in effect as of the date hereof.

Individual Bankruptcies

No director or proposed director of the Corporation has, within the ten years prior to the date of this Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

None of the proposed directors have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable security holder making a decision about whether to vote for the proposed director.

25

3. Re-Appointment of Auditor

Clearhouse was appointed as the auditor of the Corporation on December 22, 2022, and has acted as the Corporation’s auditor since then. At the Meeting, Shareholders will be asked to consider and, if thought fit, to pass, with or without variation, an ordinary resolution re-appointing Clearhouse LLP as the auditors of the Corporation, subject to such amendments, variations, or additions as may be approved at the Meeting.

The Board recommends that Shareholders vote for the re-appointment of Clearhouse LLP as auditors of the Corporation. To be effective, the resolution requires the affirmative vote of at least a majority of the votes cast by the Shareholders present in person, or represented by proxy, and entitled to vote at the Meeting. Unless the Shareholder directs that their Common Shares are to be voted against the resolution, the persons named in the Form of Proxy intend to vote FOR the re-appointment of Clearhouse LLP as auditors of the Corporation.

4. Approval of the Equity Incentive Plan

Effective September 16, 2024, the Board adopted an equity incentive plan for the Corporation (the “ Equity Incentive Plan ”), subject to, and effective upon, the approval of disinterested Shareholders at the Meeting, or any adjournment or postponement thereof (the “ Effective Date ”). The Equity Incentive Plan is intended to replace the Stock Option Plan and RSU Plan (together with the Stock Option Plan, the “ Predecessor Plans ”). As at the date hereof, there are 27,051,667 Common Shares reserved for issuance pursuant to Options issued under the Stock Option Plan (the “ Predecessor Options ”) and there are 1,900,000 Common Shares reserved for issuance pursuant to RSUs issued under the RSU Plan (the “ Predecessor RSUs ”). If Shareholders approve the Equity Incentive Plan, it will become effective on the Effective Date for a period of three years and no further awards will be granted under the Predecessor Plans. The policies of the CSE require that the Corporation obtain Shareholder approval of the Equity Incentive Plan every three years.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass with or without variation, an ordinary resolution in the form set out below (the “ Equity Incentive Plan Resolution ”), subject to such amendments, variations or additions as may be approved at the Meeting, approving the Equity Incentive Plan.

National Instrument 45-106 – Prospectus Exemptions (“ NI 45-106 ”) provides exemptions from the requirement to prepare and file a prospectus in connection with a distribution of securities. As the Corporation is listed on the CSE, the Corporation is classified as an “unlisted reporting issuer” for purposes of the exemption provided in Section 2.24 of NI 45-106 for distributions of securities to employees, executive officers, directors and consultants of the Corporation (the “ Exemption ”). NI 45-106 restricts the use of the Exemption by “unlisted reporting issuers” such as the Corporation unless the Corporation obtains Shareholder approval. Specifically, NI 45-106 provides that the Exemption does not apply to a distribution to an employee or consultant of the “unlisted reporting issuer” who is an investor relations person of the issuer, an associated consultant of the issuer, an executive officer of the issuer, a director of the issuer, or a permitted assign of those persons if, after the distribution,

• (a) the number of securities, calculated on a fully diluted basis, reserved for issuance under options granted to

• (i) related persons, exceeds 10% of the outstanding securities of the issuer, or

• (ii) a related person, exceeds 5% of the outstanding securities of the issuer, or

• (b) the number of securities, calculated on a fully diluted basis, issued within 12 months to

• (i) related persons, exceeds 10% of the outstanding securities of the issuer, or

• (ii) a related person and the associates of the related person, exceeds 5% of the outstanding securities of the issuer.

26

The term “related person” is defined in NI 45-106 and generally refers to a director or executive officer of the issuer or of a related entity of the issuer, an associate of a director or executive officer of the issuer or of a related entity of the issuer, or a permitted assign of a director or executive officer of the issuer or of a related entity of the issuer. The term “permitted assign” includes a spouse of the person.

In accordance with the requirements of NI 45-106, the Board wishes to provide the following information with respect to the Equity Incentive Plan so that the Shareholders may form a reasoned judgment concerning the Equity Incentive Plan. A summary of the key terms of the Equity Incentive Plan is set out below, which is qualified in its entirety by the full text of the Equity Incentive Plan. A copy of the Equity Incentive Plan is attached as Schedule “C” hereto.

Background and Purpose

The Equity Incentive Plan provides flexibility to the Corporation to grant equity-based incentive awards in the form of RSUs and performance share units (“ PSUs ”), as described in further detail below. Provided that the Equity Incentive Plan is approved by the Shareholders at the Meeting, all future grants of equity-based awards will be made pursuant to, or as otherwise permitted by, the Equity Incentive Plan.

The purpose of the Equity Incentive Plan is to, among other things, provide the Corporation with a share related mechanism to attract, retain and motivate qualified directors, employees and consultants of the Corporation and its subsidiaries, to reward such of those directors, employees and consultants as may be granted awards under the Equity Incentive Plan by the Board from time to time for their contributions toward the long-term goals and success of the Corporation and to enable and encourage such directors, employees and consultants to acquire Common Shares as long-term investments and proprietary interests in the Corporation.

Key Terms of the Equity Incentive Plan

Common Shares subject to the Equity Incentive Plan

The Equity Incentive Plan is a rolling plan which, subject to the adjustment provisions provided for therein (including a subdivision or consolidation of Common Shares), provides that the aggregate maximum number of Common Shares that may be issued upon the exercise or settlement of awards granted under the Equity Incentive Plan, shall not exceed 20% of the Corporation’s issued and outstanding Common Shares from time to time, such number being 80,187,177 as at September 16, 2024 and as of the Record Date. The Equity Incentive Plan is considered an “evergreen” plan, since the Common Shares covered by awards which have been exercised, settled or terminated shall be available for subsequent grants under the Equity Incentive Plan and the number of awards available to grant increases as the number of issued and outstanding Common Shares increases.

Participation Limits

The Equity Incentive Plan also provides that the aggregate number of Common Shares: (a) issuable to insiders at any time (under all of the Corporation’s security-based compensation arrangements) cannot exceed 10% of the Corporation’s issued and outstanding Shares; (b) issued to persons performing investor relations services within any one year period (under all of the Corporation’s security-based compensation arrangements) cannot exceed 2% of the Corporation’s issued and outstanding Common Shares; and (c) issued to insiders within any one year period (under all of the Corporation’s security-based compensation arrangements) cannot exceed 10% of the Corporation’s issued and outstanding Common Shares.

Any Common Shares issued by the Corporation through the assumption or substitution of outstanding Options or other equity-based awards from an acquired company shall not reduce the number of Common Shares available for issuance pursuant to the exercise of awards granted under the Equity Incentive Plan.

27

Administration of the Equity Incentive Plan

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

In addition, the Plan Administrator interprets the Equity Incentive Plan and may adopt guidelines and other rules and regulations relating to the Equity Incentive Plan, and make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Equity Incentive Plan.

Eligibility

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

Types of Awards

Awards of RSUs and PSUs may be made under the Equity Incentive Plan. All of the awards described below are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined by the Plan Administrator, in its sole discretion, subject to such limitations provided in the Equity Incentive Plan, and will generally be evidenced by an award agreement. In addition, subject to the limitations provided in the Equity Incentive Plan and in accordance with applicable law, the Plan Administrator may accelerate or defer the vesting or payment of awards, cancel or modify outstanding awards, and waive any condition imposed with respect to awards or Common Shares issued pursuant to awards.

RSUs

A RSU is a unit equivalent in value to a Common Share credited by means of a bookkeeping entry in the books of the Corporation which entitles the holder to receive one Common Share (or the value thereof) for each RSU after a specified vesting period. The Plan Administrator may, from time to time, subject to the provisions of the Equity Incentive Plan and such other terms and conditions as the Plan Administrator may prescribe, grant RSUs to any participant in respect of a bonus or similar payment in respect of services rendered by the applicable participant in a taxation year (the “ RSU Service Year ”).

The number of RSUs (including fractional RSUs) granted at any particular time under the Equity Incentive Plan will be calculated by dividing (a) the amount of any bonus or similar payment that is to be paid in RSUs, as determined by the Plan Administrator, by (b) the Market Price. The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of RSUs, provided that the terms comply with Section 409A of the U.S. Internal Revenue Code of 1986, to the extent applicable.

Upon settlement, holders will redeem each vested RSU for the following at the election of such holder but subject to the approval of the Plan Administrator: (a) one fully paid and non-assessable Common Share in respect of each vested RSU, (b) a cash payment or (c) a combination of Common Shares and cash. Any such cash payments made by the Corporation shall be calculated by multiplying the number of RSUs to be redeemed for cash by the Market Price per Common Share as at the settlement date. Subject to the provisions of the Equity Incentive Plan and except as otherwise

28

provided in an award agreement, no settlement date for any RSU shall occur, and no Common Share shall be issued or cash payment shall be made in respect of any RSU any later than the final business day of the third calendar year following the applicable RSU Service Year.

PSUs

A PSU is a unit equivalent in value to a Common Share credited by means of a bookkeeping entry in the books of the Corporation which entitles the holder to receive one Common Share (or the value thereof) for each PSU after specific performance-based vesting criteria determined by the Plan Administrator, in its sole discretion, have been satisfied. The performance goals to be achieved during any performance period, the length of any performance period, the amount of any PSUs granted, the effect of termination of a participant’s service and the amount of any payment or transfer to be made pursuant to any PSU will be determined by the Plan Administrator and by the other terms and conditions of any PSU, all as set forth in the applicable award agreement. The Plan Administrator may, from time to time, subject to the provisions of the Equity Incentive Plan and such other terms and conditions as the Plan Administrator may prescribe, grant PSUs to any participant in respect of a bonus or similar payment in respect of services rendered by the applicable participant in a taxation year (the “ PSU Service Year ”).

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of PSUs. Upon settlement, holders will redeem each vested PSU for the following at the election of such holder but subject to the approval of the Plan Administrator: (a) one fully paid and non-assessable Common Share in respect of each vested PSU, (b) a cash payment, or (c) a combination of Common Shares and cash. Any such cash payments made by the Corporation to a participant shall be calculated by multiplying the number of PSUs to be redeemed for cash by the Market Price per Common Share as at the settlement date. Subject to the provisions of the Equity Incentive Plan and except as otherwise provided in an award agreement, no settlement date for any PSU shall occur, and no Common Share shall be issued or cash payment shall be made in respect of any PSU any later than the final business day of the third calendar year following the applicable PSU Service Year.

Dividend Equivalents

Except as otherwise determined by the Plan Administrator or as set forth in the particular award agreement, RSUs, PSUs and Deferred Share Units (“ DSUs ”) shall be credited with dividend equivalents in the form of additional RSUs, PSUs and DSUs, as applicable, as of each dividend payment date in respect of which normal cash dividends are paid on Common Shares. Dividend equivalents shall vest in proportion to, and settle in the same manner as, the awards to which they relate. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Common Share by the number of RSUs, PSUs and DSUs, as applicable, held by the participant on the record date for the payment of such dividend, by (b) the Market Price at the close of the first business day immediately following the dividend record date, with fractions computed to three decimal places.

Black-out Periods

In the event an award expires, at a time when a scheduled blackout is in place or an undisclosed material change or material fact in the affairs of the Corporation exists, the expiry of such award will be the date that is 10 business days after which such scheduled blackout terminates or there is no longer such undisclosed material change or material fact.

Term

While the Equity Incentive Plan does not stipulate a specific term for awards granted thereunder, as discussed below, awards may not expire beyond 10 years from its date of grant, except where Shareholder approval is received or where an expiry date would have fallen within a blackout period of the Corporation. All awards must vest and settle in accordance with the provisions of the Equity Incentive Plan and any applicable award agreement, which award agreement may include an expiry date for a specific award.

29

Termination of Employment or Services

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

	Event		Provisions
	Termination for Cause / Resignation		Any award held by the participant that has not been exercised, surrendered or settled as of the Termination Date (as defined in the Equity Incentive Plan) shall be immediately forfeited and cancelled as of the Termination Date.
	Termination without Cause		A portion of any unvested awards shall immediately vest, such portion to be equal to the number of unvested awards held by the participant as of the Termination Date multiplied by a fraction the numerator of which is the number of days between the date of grant and the Termination Date and the denominator of which is the number of days between the date of grant and the date any unvested awards were originally scheduled to vest.
	Disability		A portion of any unvested awards shall immediately vest, such portion to be equal to the number of unvested awards held by the participant as of the date of disability multiplied by a fraction the numerator of which is the number of days between the date of grant and the date of disability and the denominator of which is the number of days between the date of grant and the date any unvested awards were originally scheduled to vest. Any vested award will be settled within 90 days after the Termination Date.
	Death		A portion of any unvested awards shall immediately vest, such portion to be equal to the number of unvested awards held by the participant as of the date of death multiplied by a fraction the numerator of which is the number of days between the date of grant and the date of death and the denominator of which is the number of days between the date of grant and the date any unvested awards were originally scheduled to vest. Any vested award will be settled with the participant’s beneficiary or legal representative (as applicable) within 90 days after the date of the participant’s death.
	Retirement		(i) a portion of any unvested awards shall immediately vest, such portion to be equal to the number of unvested awards held by the participant as of the date of retirement multiplied by a fraction the numerator of which is the number of days between the date of grant and the date of retirement and the denominator of which is the number of days between the date of grant and the date any unvested awards were originally scheduled to vest, and (ii) any outstanding award that vests based on the achievement of Performance Goals (as defined in the Equity Incentive Plan) that has not previously become vested shall continue to be eligible to vest based upon the actual achievement of such Performance Goals. Any vested award that is described in (i), such award will be settled within 90 days after the participant’s retirement. In the case of a vested award that is described in (ii), such award will be settled at the same time the award would otherwise have been settled had the participant remained in active service with the Corporation or its subsidiary. Notwithstanding the foregoing, if, following his or her retirement, the participant commences employment, consulting or acting as a director of the Corporation or any of its subsidiaries (or in an analogous capacity) or otherwise as a service provider to any person that carries on or proposes to carry on a business competitive with the Corporation or any of its subsidiaries.

30

Change in Control

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

• (a) If within 12 months following the completion of a transaction resulting in a Change in Control (as defined below), a participant’s employment, consultancy or directorship is terminated by the Corporation or a subsidiary of the Corporation without Cause (as defined in the Equity Incentive Plan), without any action by the Plan Administrator:

• (i) any unvested awards held by the participant at Termination Date may vest in the sole discretion of the Plan Administrator; and

• (ii) any vested awards may be exercised, surrendered to the Corporation, or settled by the participant at any time during the period that terminates on the earlier of: (A) the expiry date of such award; and (B) the date that is 90 days after the Termination Date. Any award that has not been exercised, surrendered or settled at the end of such period being immediately forfeited and cancelled.

• (b) Unless otherwise determined by the Plan Administrator, if, as a result of a Change in Control, the Common Shares will cease trading on the CSE, the Corporation may terminate all of the awards held by a participant that is a resident of Canada for the purposes of the Income Tax Act (Canada), granted under the Equity Incentive Plan at the time of and subject to the completion of the Change in Control transaction by paying to each holder at or within a reasonable period of time following completion of such Change in Control transaction an amount for each Award equal to the fair market value of the Award held by such participant as determined by the Plan Administrator, acting reasonably, provided that any vested awards granted to U.S. Taxpayers (as defined in the Equity Incentive Plan) will be settled within 90 days of the Change in Control.

Subject to certain exceptions, a “Change in Control” includes (a) any transaction pursuant to which a person or group acquires more than 50% of the outstanding Common Shares, (b) the sale of all or substantially all of the Corporation’s assets, (c) the dissolution or liquidation of the Corporation, (d) the acquisition of the Corporation via consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise, (e) individuals who comprise the Board at the last annual meeting of Shareholders (the “ Incumbent Board ”) cease to constitute at least a majority of the Board, unless the election, or nomination for election by the Shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, in which case such new director shall be considered as a member of the Incumbent Board, or (f) any other event which the Board determines to constitute a change in control of the Corporation.

Non-Transferability of Awards

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

Amendments to the Equity Incentive Plan

The Plan Administrator may also from time to time, without notice and without approval of the holders of voting Common Shares, amend, modify, change, suspend or terminate the Equity Incentive Plan or any awards granted pursuant thereto as it, in its discretion, determines appropriate, provided that (a) no such amendment, modification,

31

change, suspension or termination of the Equity Incentive Plan or any award granted pursuant thereto may materially impair any rights of a participant or materially increase any obligations of a participant under the Equity Incentive Plan without the consent of such participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements, and (b) any amendment that would cause an award held by a U.S. Taxpayer to be subject to the income inclusion under Section 409A of the United States Internal Revenue Code of 1986 , as amended, shall be null and void ab initio.

Notwithstanding the above, and subject to the rules of the CSE, the approval of Shareholders is required to effect any of the following amendments to the Equity Incentive Plan:

• (a) increasing the number of Common Shares reserved for issuance under the Equity Incentive Plan, except pursuant to the provisions in the Equity Incentive Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;

• (b) increasing or removing the 10% limits on Common Shares issuable or issued to insiders;

• (c) reducing the exercise price of an Option award (for this purpose, a cancellation or termination of an award of a participant prior to its expiry date for the purpose of reissuing an award to the same participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an award. Notwithstanding the foregoing, a cancellation or termination of an award of a participant prior to its expiry may be done and will not require approval of Shareholders if conducted in compliance with, and allowed pursuant to, the policies of the CSE) except pursuant to the provisions in the Equity Incentive Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;

• (d) increasing or removing the limits on the participation of non-employee directors;

• (e) permitting awards to be transferred to a person;

• (f) changing the eligible participants; and

• (g) deleting or otherwise limiting the amendments which require approval of the Shareholders.

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

Anti-Hedging Policy

Participants are restricted from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of awards granted to them.

The above summary of the Equity Incentive Plan is qualified in its entirety by the full terms of the Equity Incentive Plan, which is attached as Schedule “C” to this Circular. A copy of the Equity Incentive Plan is available for review at the offices of the Corporation at 1 Adelaide Street East, Unit 801, Toronto, Ontario M5C 2V9 during normal business hours up to and including the date of the Meeting.

32

Shareholder Approval of the Equity Incentive Plan

The Equity Incentive Plan is authorized by the Board to be effective the date of the Meeting, or any adjournment or postponement thereof, subject to the approval of disinterested Shareholders at the Meeting. The Equity Incentive Plan will continue until the earlier of termination by the Board or three years from the Effective Date.

Accordingly, at the Meeting, disinterested Shareholders will be asked to consider and if thought fit, approve an ordinary resolution ratifying the adoption of the Equity Incentive Plan. In order to be effective, an ordinary resolution requires approval by a majority of the votes cast by Shareholders for such resolution. The text of the proposed resolution is set forth below. Unless otherwise directed, the persons named in the enclosed proxy intend to vote IN FAVOUR of this resolution.

Shareholder approval of the Equity Incentive Plan Resolution on a disinterested Shareholder basis means that the votes attached to any Common Shares held by eligible Participants (as such term is defined in the Equity Incentive Plan) will be excluded.

To be effective, the Equity Incentive Plan Resolution requires an affirmative vote of not less than a majority of the votes cast by disinterested Shareholders present virtually or by proxy and entitled to vote at the Meeting.

The Board unanimously recommends that Shareholders vote FOR the approval of the Equity Incentive Plan. It is intended that all proxies received will be voted in favour of the approval of the Equity Incentive Plan unless a proxy contains instructions to vote against the approval of the Equity Incentive Plan.

“BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

1. the omnibus equity incentive plan adopted by the board of directors of the Corporation (the “ Board ”) on September 16, 2024 (the “ Equity Incentive Plan ”), in the form attached as Schedule “C” to the management information circular of the Corporation dated September 16, 2024, is hereby confirmed, ratified and approved, and the Corporation has the ability to grant awards under the Equity Incentive Plan until October 31, 2027, which is the date that is three years from the date of the meeting of the holders (“ Shareholders ”) of common shares of the Corporation at which Shareholder approval of the Equity Incentive Plan is being sought.

2. The Awards (as defined in the Equity Incentive Plan) to be issued under the Equity Incentive Plan, and all unallocated Awards under the Equity Incentive Plan, be and are hereby approved.

3. The Board is hereby authorized to make such amendments to the Equity Incentive Plan from time to time, as may be required by the applicable regulatory authorities, or as may be considered appropriate by the Board, in its sole discretion, provided always that such amendments be subject to the approval of the regulatory authorities, if applicable, and in certain cases, in accordance with the terms of the Equity Incentive Plan, the approval of the Shareholders.

4. Any one director or officer of the Corporation is hereby authorized and directed, acting for, in the name of and on behalf of the Corporation, to execute or cause to be executed, under the seal of the Corporation or otherwise and to deliver or to cause to be delivered, all such other deeds, documents, instruments and assurances and to do or cause to be done all such other acts as, in the opinion of such director or officer of the Corporation, may be necessary or desirable to carry out the terms of the foregoing resolutions.”

5. Re-Approval of the Stock Option Plan

Should the proposed Equity Incentive Plan not receive the required Shareholder approval at the Meeting, the proposed Equity Incentive Plan will not be implemented and the Stock Option Plan and RSU Plan will remain in replace, subject to, and effective upon, the approval of disinterested Shareholders at the Meeting. In the event this occurs, Shareholders

33

will be asked at the Meeting to consider and, if deemed appropriate, to pass an ordinary resolution confirming and reapproving the Stock Option Plan, as is required by the policies of the CSE, so that the Corporation can continue to utilize this important compensation mechanism (the “ Stock Option Plan Resolution ”).

The Corporation has in place a 10% “rolling” Stock Option Plan whereby the Board may allocate a maximum of 10% of the issued and outstanding Common Shares from time to time for issuance under the Stock Option Plan. The Stock Option Plan was last approved by the Shareholders on May 8, 2019. There have not been any amendments made to the Stock Option Plan since that time. The policies of the CSE require that the Corporation obtain Shareholder approval of the Stock Option Plan every three years.

A summary of the Stock Option Plan is provided below under the heading “ Stock Option Plan ” in the section entitled “ Statement of Executive Compensation ”. However, the information related to the Stock Option Plan in this Circular is intended as a summary only and is qualified in its entirety by the full text of the Stock Option Plan, which is attached as Schedule “ C ” to the 2021 Circular, and is available on the Corporation’s SEDAR+ profile at www.sedarplus.ca. The Corporation will provide a copy of the 2021 Circular free of charge to any Shareholder who requests a copy.

Shareholder Re-Approval of the Stock Option Plan

Since the Stock Option Plan is a “rolling plan”, Shareholder approval of the Stock Option Plan is required by the CSE three years after institution and within every three years thereafter. In accordance with the policies of the CSE, the Corporation requests, at the meeting, for disinterested Shareholders to consider, and if thought fit, approve an ordinary resolution substantially in the form set forth below:

“BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

1. the stock option plan of the Corporation originally approved by the shareholders of the Corporation on May 8, 2019 (the “ 2019 Stock Option Plan ”), in the form attached as Schedule “C” to the management information circular of the Corporation dated February 7, 2020, is hereby confirmed, ratified and approved, and the Corporation has the ability to grant awards under the Stock Option Plan until October 31, 2027, which is the date that is three years from the date of the meeting of the holders (“ Shareholders ”) of common shares of the Corporation at which Shareholder approval of the Stock Option Plan is being sought.

2. The awards to be issued under the Stock Option Plan, and all unallocated awards under the Stock Option Plan, be and are hereby approved.

3. The board of directors of the Corporation (the “ Board ”) is hereby authorized to make such amendments to the Stock Option Plan from time to time, as may be required by the applicable regulatory authorities, or as may be considered appropriate by the Board, in its sole discretion, provided always that such amendments be subject to the approval of the regulatory authorities, if applicable, and in certain cases, in accordance with the terms of the Stock Option Plan, the approval of the Shareholders.

4. Any one director or officer of the Corporation is hereby authorized and directed, acting for, in the name of and on behalf of the Corporation, to execute or cause to be executed, under the seal of the Corporation or otherwise and to deliver or to cause to be delivered, all such other deeds, documents, instruments and assurances and to do or cause to be done all such other acts as, in the opinion of such director or officer of the Corporation, may be necessary or desirable to carry out the terms of the foregoing resolutions.”

To be effective, the Stock Option Plan Resolution, in the form set out above, requires an affirmative vote of not less than a majority of the votes cast by the Shareholders present virtually or by proxy and entitled to vote at the Meeting.

The Board unanimously recommends that Shareholders vote FOR the approval of the Stock Option Plan. It is intended that all proxies received will be voted in favour of the approval of the Stock Option Plan unless a

34

proxy contains instructions to vote against the approval of the Stock Option Plan.

6. Approval of the Consolidation

At the Meeting, Shareholders will be asked to consider and, if thought advisable, pass a special resolution (the “ Consolidation Resolution ”) authorizing the Board, in its sole discretion, to file an amendment to the articles of incorporation of the Corporation (the “ Articles ”) in order to effect a consolidation of the Corporation’s issued Common Shares into a lesser number of issued Common Shares (the “ Consolidation ”). The Consolidation Resolution will authorize the Board to:

1. complete a Consolidation of up to one hundred (100) pre-consolidation Common Shares for one (1) postConsolidation Common Share; and

2. file an amendment to the Articles to give effect to such Consolidation at the selected Consolidation ratio, within 36 months of Shareholders passing the Consolidation Resolution.

The Consolidation is subject to certain conditions, including the approval of Shareholders. If the requisite approval is obtained and the Board elects to proceed with the Consolidation, the Consolidation will take place at a time, and on a ratio, to be to be determined by the Board, in its sole discretion. The Consolidation Resolution also confers the Board with discretion not to proceed with the Consolidation any time without further notice to, or approval of, the Shareholders. No further action on the part of Shareholders would be required for the Board to implement the Consolidation. Shareholders will be notified and Registered Shareholders will receive a letter of transmittal containing instructions for exchange of their Common Shares certificates in connection with the Consolidation while Beneficial Shareholders will receive notice from an Intermediary.

Following a vote by the Board to implement the Consolidation, the Corporation will file an amendment to the Articles in accordance with the OBCA. The Consolidation will become effective on the date shown in the certificate of amendment issued in accordance with the OBCA.

Effects of the Consolidation

As at the Record Date, the Corporation has 400,935,887 Common Shares issued and outstanding. Following the completion of the proposed Consolidation, the number of Common Shares issued and outstanding will depend on the ratio selected by the Board. The following table sets out the approximate number of Common Shares that would be outstanding as a result of a Consolidation completed at different suggested ratios. As outlined in the Consolidation Resolution, the final ratio of pre-Consolidation Common Shares that are issued in exchange for post-Consolidation Common Shares will be determined by the Board.

	Proposed Consolidation Ratio(1)	Approximate Number of Outstanding Post- Consolidation Common Shares(2)
	100:1	4,009,357
	75:1	5,345,811
	50:1	8,018,716
	25:1	16,037,435
	10:1	40,093,587
	Notes:

(1) The ratios above are for illustrative purposes only and are not indicative of the actual ratio that may be adopted by the Board. It is anticipated that the Board will select a Consolidation ratio of one hundred (100) pre-consolidation Common Shares for each one (1) post-consolidation Common Share.

• (2) Based on 400,935,887 Common Shares issued and outstanding as at the Record Date.

If a Consolidation would otherwise result in the issuance of a fractional Common Share, such fraction will be rounded down to the next whole number. Except for any variances attributable to fractional shares, the change in the number of issued and outstanding Common Shares that will result from the Consolidation will cause no change in the capital attributable to the Common Shares and will not materially affect any Shareholder’s percentage ownership in the

35

Corporation, even though such ownership will be represented by a smaller number of Common Shares. In addition, the Consolidation will not materially affect any Shareholder’s proportionate voting rights. Each Common Share outstanding after the Consolidation will be entitled to one vote and will be fully paid and non-assessable.

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

Each Option, warrant or other security of the Corporation exercisable into pre-Consolidation Common Shares (together, the “ Other Securities ”) that has not been exchanged or cancelled prior to the effective date of the Consolidation will be adjusted pursuant to the terms thereof on the same exchange ratio as described above, and each holder of pre-Consolidation Other Securities will become entitled to receive post-Consolidation Other Securities pursuant to such adjusted terms.

Consolidation Resolution

At the Meeting, Shareholders will be asked to consider and, if thought advisable, pass the Consolidation Resolution authorizing the Board, in its sole discretion, to file an amendment to the Articles in order to effect a Consolidation. The Consolidation Resolution will authorize the Board to:

1. complete a Consolidation of up to one hundred (100) pre-consolidation Common Shares for one (1) postConsolidation Common Share; and

2. file an amendment to the Articles to give effect to such Consolidation at the selected Consolidation ratio,

within 36 months of Shareholders passing the Consolidation Resolution.

The Consolidation Resolution is a special resolution and, as such, requires approval by not less than 66[2/3] % of the votes cast by Shareholders at the Meeting. The full text of the Consolidation Resolution will be as follows:

“BE IT RESOLVED, AS A SPECIAL RESOLUTION THAT:

1. the articles of incorporation of the Corporation (the “ Articles ”) be amended to change the number of issued and outstanding common shares in the capital of the Corporation (“ Common Shares ”) by consolidating the issued and outstanding Common Shares on the basis of a ratio to be selected by the board of directors of the Corporation (the “ Board ”), in its sole discretion, of up to one hundred (100) pre-consolidation Common Shares for one (1) post-consolidation Common Share (the “ Consolidation ”), with such Consolidation to be effected, in the sole discretion of the Board, provided that such Consolidation occurs within 36 months of the effective date of this resolution, with such amendment to become effective at a date in the future to be determined by the Board, in its sole discretion, if and when the Board considers it to be in the best interests of the Corporation to implement such Consolidation, all as more fully described in the management information circular of the Corporation dated September 16, 2024 (the “ Circular ”), and subject to all necessary approvals;

2. the amendment to the Articles (the “ Articles of Amendment ”) giving effect to a Consolidation will provide that no fractional Common Share will be issued but the number of Common Shares to be received by a holder of Common Shares (the “ Shareholders ”) shall be rounded down to the nearest whole Common Share in the event that such Shareholder would otherwise be entitled to a receive fractional share;

3. any director or officer of the Corporation be, and each of them is, hereby authorized and directed for and in the name of and on behalf of the Corporation to execute and deliver or cause to be executed and delivered the Articles of Amendment of the Corporation to the registrar under the Business Corporations Act (Ontario),

36

and to execute and deliver or cause to be executed and delivered all documents and to take any action which, in the opinion of that person, is necessary or desirable to give effect to this special resolution;

1. notwithstanding that this special resolution has been duly passed by the Shareholders, the Board may, in its sole discretion, revoke this special resolution at any time without further notice to, or approval of, the Shareholders; and

2. any one director or officer of the Corporation be, and each of them is, hereby authorized and directed for and in the name of and on behalf of the Corporation, to execute or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.”

The Board unanimously recommends a vote in favour of the Consolidation Resolution. It is intended that all proxies received will be voted in favour of the approval of the Consolidation Resolution absent contrary direction.

7. Other Business

It is not known that any other matters will come before the Meeting other than as set forth above and in the Notice of Meeting accompanying this Circular, but if such should occur, the Management Designees intend to vote on them in accordance with their best judgement, exercising discretionary authority with respect to amendments or variations of matters identified in the Notice of Meeting and other matters which may properly come before the Meeting or any adjournment thereof.

ADDITIONAL INFORMATION

Additional information relating to the Corporation may be found on the Corporation’s website at www.redlight.co and on SEDAR+ at www.sedarplus.ca. Financial information about the Corporation is provided in the Annual Financial Statements, a copy of which, together with MD&A thereon, can be found on the Corporation’s website at www.redlight.co and under its SEDAR+ profile at www.sedarplus.ca. Additional financial information concerning the Corporation may be obtained by any securityholder of the Corporation free of charge by contacting the Corporation by email at todd@redlight.co.

37

BOARD APPROVAL

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

DATED at Toronto, Ontario on the 16[th] day of September 2024.

BY ORDER OF THE BOARD

/s/ Todd Shapiro

Todd Shapiro CEO and Director

38

SCHEDULE “A”

AUDIT COMMITTEE CHARTER

( See attached. )

RED LIGHT HOLLAND CORP.

(the “Corporation”)

CHARTER OF THE AUDIT COMMITTEE

Mandate

To assist the board of directors of the Corporation in fulfilling its oversight responsibilities for the financial reporting process, the system of internal control over financial reporting, the audit process, and the Corporation’s process for monitoring compliance with laws and regulations and the code of conduct.

Authority

The audit committee has authority to conduct or authorize investigations into any matters within its mandate. It is empowered to:

• Retain outside counsel, accountants or others to advise the committee.

• Seek any information it requires from employees – all of whom are directed to co-operate with the committee’s requests – or external parties.

• Meet with the Corporation’s officers, external auditors or outside counsel and review Corporation books and records, as necessary.

Composition

The audit committee will consist of three members of the board of directors. The board will appoint committee members and the committee chair. In the absence of the chair at any particular meeting, the other committee members shall appoint a member for such purpose. Any member of the committee may be removed or replaced at any time by the board and shall cease to be a member of the committee upon ceasing to be a director. Subject to the foregoing, each member of the committee shall hold office as such until the next annual meeting of shareholders.

Subject to applicable exemptions, each committee member will be both independent of management and is an unrelated director, and shall be able to read and understand a balance sheet, an income statement and a cash flow statement. At least one member shall have accounting or related financial expertise, which shall be defined as having sufficient experience, in the opinion of the board, to be able to appreciate the significance of the information in the financial statements.

Meetings

The committee will meet at least four times a year, with authority to convene additional meetings, as circumstances require. All committee members are expected to attend each meeting, in person or via tele- conference; however, two members of the audit committee, present in person or via teleconference, will constitute a quorum. The committee will invite members of management, auditors or others to attend meetings and provide pertinent information, as necessary. It will hold private meetings with auditors and meetings with management. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. Minutes will be prepared by the secretary of the committee (who shall be appointed from among its members and may include the chair of the committee). Subject to the foregoing, the times of meetings and the places where meetings of the committee shall be held and the calling of, and procedures at, such meetings shall be determined from time to time by the committee, provided that meetings shall be convened with the auditors of the Corporation whenever requested by them in accordance with the Business Corporations Act (Ontario) and generally accepted auditing standards. Meetings with the Corporation’s auditors shall, in any event, occur at least annually and with the Corporation’s management, at least four times a year.

Duties

The committee will carry out the following duties in furtherance of its mandate:

Financial Statements

• Review significant accounting and reporting issues, including complex or unusual transactions and highly judgmental areas, and recent professional and regulatory pronouncements, and understanding their impact on the financial statements.

• Review with management and the external auditors the results of the audit, including any difficulties encountered, and resolving disagreements between management and the external auditors regarding financial reporting.

• Review the annual financial statements, and consider whether they are complete, consistent with information known to committee members, and reflect appropriate accounting principles.

• Review other sections of the annual report (including annual management discussion and analysis) and related securities regulatory filings (including the annual information form) before release and consider the accuracy and completeness of the information.

• Review with management and the external auditors all matters which the external auditors communicate to the committee pursuant to generally accepted auditing standards.

• Understand how management develops interim financial information, and the nature and extent of external auditor involvement.

• Review interim financial reports (including interim management discussion and analysis) with management and the external auditors, before filing with regulators, and consider whether they are complete and consistent with the information known to committee members.

Internal Control

• Consider effectiveness of the Corporation’s internal control over the conduct of financial transactions and over annual and interim financial reporting, including information technology security and control.

• Understand the scope of external auditors’ review of internal control over the conduct of financial transactions and over financial reporting, and obtain reports on significant findings and recommendations, together with management’s responses.

External Audit

• Review the external auditors’ proposed audit scope and approach.

• Review the performance of the external auditors, and exercise final approval on the recommended appointment or discharge of the auditors, who are ultimately accountable to the board and the audit committee as representatives of shareholders.

• Review and confirm the independence of the external auditors by obtaining written statements, at least annually, from the auditors on all relationships between the auditors and the Corporation, including non- audit services, and the fees paid or payable with respect thereto, and discussing the relationships with the auditors.

• Pre-approve all non-audit services to be provided to the Corporation or its subsidiaries by the Corporation’s external auditors, delegate a member of the committee to perform such pre-approval function, or establish policies and procedures with respect to the provision of non-audit services in accordance with applicable law.

• On a regular basis, meet separately with the external auditors to discuss any matters that the committee or auditors believe should be discussed privately.

Compliance

• Review the effectiveness of the system of monitoring compliance with laws and regulations relating to financial reporting and securities law matters and the results of management’s investigation and follow- up (including disciplinary action) of any instances of non-compliance.

• Review the findings of any examinations by regulatory agencies, and any auditor observations.

• Review the process for communicating the code of conduct to Corporation personnel, and for monitoring compliance therewith.

• Review the procedures relating to the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters and the confidential submissions by employees of concerns regarding questionable accounting or auditing matters.

• Obtain regular updates from management and Corporation’s legal counsel regarding compliance with laws and regulations relating to financial reporting and securities law matters and other matters that may have a material impact on financial statements.

Reporting Responsibilities

• Regularly report to the board of directors about committee activities, issues and related recommendations.

• Provide an open avenue of communication between the external auditors and the board of directors.

• Review any other reports the Corporation issues that relate to committee responsibilities.

• Other Responsibilities

• Perform other activities related to this charter as requested by the board of directors and as required by law.

• Institute and oversee special investigations as needed.

• Review and assess the adequacy of the committee charter annually, requesting board approval for proposed changes.

• Review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the Corporation’s present and former external auditors.

• Confirm annually that all responsibilities outlined in this charter have been carried out.

• Evaluate the committee’s and individual members’ performance on a regular basis.

Limitations

While the committee has the responsibilities and powers set forth in this charter, it is not the duty of the committee to plan or conduct audits or to determine that generally accepted accounting principles have been utilized in generating the Corporation’s financial statements. This is the responsibility of management and the independent auditor. Nor is it the duty of the committee to conduct investigations or to assure compliance with laws and regulations and the business conduct guidelines of the Corporation.

SCHEDULE “B”

COMPENSATION AND GOVERNANCE COMMITTEE CHARTER

( See attached. )

COMPENSATION AND GOVERNANCE COMMITTEE CHARTER

Name

The compensation and governance committee (the “ Committee ”) is a committee of the board of directors (the “ Board ”) of Red Light Holland Corp. (the “ Corporation ”).

General Purpose

The Committee has been established to assist the Board in (i) identifying potential nominees to the Board, (ii) assessing the effectiveness of the directors, the Board and the various committees of the Board and the composition of the Board and its committees, (iii) developing, reviewing and planning the Corporation’s approach to corporate governance issues, including the public disclosure of the Corporation’s corporate governance practices, (iv) discharging its responsibilities regarding compensation of the Corporation’s executives and the members of the Board, (v) setting objectives for the Chief Executive Officer (the “ CEO ”) and evaluating the CEO’s performance, (vi) monitoring management’s succession plan for the CEO and other members of senior management, and (vii) overseeing enforcement of and compliance with the Corporation’s compensation and corporate governance policies in effect from time to time. The Committee also prepares reports and reviews disclosure, if and when required, for inclusion in the Corporation’s disclosure documents.

Composition

The Committee membership shall be comprised of as many members as the Board shall determine, but in any event not fewer than two (2) members. The Committee’s composition shall meet all independence, legal and regulatory requirements. The Board shall designate the Chairman of the Committee from amongst its members, and in so doing shall consider the recommendation of the Committee. Each member shall continue to be a member until a successor is appointed, unless the member resigns, is removed or ceases to be a director. The Board, following consultation with the Committee, may fill a vacancy at any time.

Committee Meetings

The Chairman of the Committee, following consultation with Committee members, shall determine the schedule and frequency of the Committee meetings, provided that the Committee shall also meet once prior to the Board meeting to approve the disclosure relating to all compensation matters contained in the Corporation’s Management Information Circular for the Corporation’s Annual Meeting. Additional meetings will be scheduled as required in response to specific circumstances. The Committee may, at its discretion, hold in camera meetings or meetings by telephone or meetings through any other electronic means which enable all Committee members to fully participate in the meeting. The Chairman of the Committee shall develop and set the Committee’s agenda in consultation with members of the Committee, the Board and management. To the extent possible, a schedule for each of the meetings will be disseminated to Committee members as early advance as practicable.

Responsibilities

The Committee is mandated to carry out the following responsibilities:

1. Board Composition: The Committee shall review with the Board on an annual basis the current composition of the Board with a view to ensuring that the members of the Board have the independence, expertise, experience, personal qualities and ability to make the necessary time commitment to the Corporation in light of the opportunities and risks facing the Corporation.

2. Nominations to the Board: The Committee shall propose to the Board nominees they believe to be qualified to be directors, and in doing so, shall consider both the opportunities and risks facing the Corporation and the independence, expertise, experience, personal qualities and ability to make the necessary time commitment of a proposed nominee in order to add value to the Corporation.

1

1. Committee Memberships: The Committee shall identify and recommend to the Board the names of directors to serve as members of the audit committee of the Corporation and such other committees as may exist from time to time, as well as the Committee itself. In addition, the Committee shall recommend to the Board a member of each of the aforementioned committees to serve as Chairman of the respective committees. The Committee shall identify names of directors to fill vacancies on committees.

2. Effectiveness: The Board shall be responsible for developing and implementing a program for assessing the effectiveness of the individual directors, the Board and its committees, including considering the experience and expertise of members against the needs of each committee and the Board. The Committee shall seek to conduct an annual evaluation of individual directors’, the Board’s and its committees’ effectiveness and shall report the results of the evaluation to the Chairman of the Board.

3. Directors’ Compensation: The Committee shall consider the form and amount of directors’ compensation. The Committee shall seek to periodically review such compensation, taking into consideration such factors as time commitment, compensation at comparable public corporations, and responsibilities, to ensure such compensation is reasonable, competitive, aligns the interests of directors with those of shareholders and is consistent with the time commitment, risks and responsibilities involved in being an effective director.

4. . Orientation and Education : The Committee shall cause to be provided an orientation and education program to new Board members and continuing education as necessary.

5. Approval of Independent Advice for Directors : The Committee shall consider and approve, if appropriate, requests by individual directors to engage external special advisors and approve the necessary funding to compensate such advisors.

6. Executive Compensation : The Committee shall:

7. a. Establish and administer policies with respect to the compensation of executive officers of the Corporation.

8. b. Establish compensation levels annually for the executive officers of the Corporation (giving consideration to third party competitive data, information from independent consultants and the responsibilities and time commitments of each position) including:

   • base salaries and salary ranges for executive officers;

   • all bonus and benefit schemes;

   • all special arrangements including automobile allowances, perquisites, and any termination provisions in respect of change of control of the Corporation;

   • deferred or other compensation;

   • stock options and other equity-based compensation; and

   • incidental benefits.

9. c. Review, and oversee the administration by management of, the Corporation’s general compensation and benefit programs and assess the extent to which the programs are meeting their intended objectives.

10. d. Review and approve the corporate goals and objectives relevant to the compensation of the CEO annually and in the context of the Corporation’s strategic plan. Evaluate the performance of the CEO in light of those goals and objectives, and set the compensation level of the CEO based on this evaluation.

11. e. Assess the performance of the CEO, and where applicable, determine the appropriate level of performance compensation (bonuses). Bonuses will be awarded on the basis of achievement of specific current year financial and operating targets set by the Board including, without limitation,

2

relative shareholder return as well as achievement of the objectives outlined in the strategic plan of the Corporation.

• f. Review annually the objectives set by the CEO for executive officers in the context of the Corporation’s strategic plan and, in concert with the CEO, review the performance assessment of individual executive officers and determine their levels of performance compensation and targets.

• g. Administer the incentive stock option plan and other equity based compensation plans of the Corporation and make recommendations to the Board with respect to the granting of options thereunder.

• h. Upon request by the Board, prepare a report with respect to executive compensation for inclusion in the annual management information circular.

• i. Review and, where appropriate, make recommendations to the Board regarding all new employment, consulting, retirement and severance agreements and arrangements proposed for the Corporation’s senior management.

• j. Periodically evaluate existing agreements with the Corporation’s senior management for continuing appropriateness.

• Organization Structure and Succession Planning : The CEO has the responsibility for the organizational structure of the Corporation and its management team and to, from time to time, present to the Committee an assessment of its effectiveness and any proposed changes of a significant or strategic nature. The Committee shall:

• a. Monitor and report to the Board on the organizational structure of the Corporation’s management, including an assessment of the effectiveness of the structure, and any organizational changes proposed by the CEO.

• b. Monitor management’s succession plan for the CEO and other senior management and periodically report to the Board with recommendations on succession planning issues.

• Corporate Governance: The Committee shall:

• a. Review and assess the adequacy of the Corporation’s corporate governance system annually and report to the Board, which report shall include any recommendations regarding the Corporation’s corporate governance practices which the Committee deems appropriate.

• b. Review the disclosure of the Corporation’s system of governance to be contained in the Corporation’s Annual Information Form and/or Management Information Circular to ensure it constitutes full and complete disclosure of such system in response to legal and regulatory requirements.

• Review of Policies : The Committee shall review on an annual basis and approve the Corporation’s strategic corporate policies from time to time in effect and material amendments thereto as well as other relevant policies associated with ensuring an effective system of corporate governance.

• Report to Board : The Committee shall report periodically, but no less than once annually, to the Board and shall submit to the Board the minutes of its meetings except where such meetings are held in camera.

• Other : The Committee shall perform any other activities consistent with this Charter and the Corporation’s by-laws and other constating documents, or as otherwise delegated by the Board from time to time.

Resources

The Committee shall have the sole authority to retain (or terminate) consultants to assist the Committee in the

3

evaluation of director, CEO or executive compensation or to identify candidates for nomination as directors or appointment as the CEO or other senior management position. The Committee shall be provided with the necessary funding to compensate any advisors retained by the Committee.

The Committee shall have full access to the Corporation’s books, records, facilities and personnel.

Review of Mandate

The Board will seek to review the mandate of this Committee at least once per year and modify it if necessary.

Delegation of Authority

The Committee may delegate its authority and duties to subcommittees or individual members of the Committee as it deems appropriate.

Limitation on the Oversight Role of the Committee

Nothing in this Charter is intended, or may be construed, to impose on any member of the committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all members of the Board of Directors are subject.

Each member of the Committee shall be entitled, to the fullest extent permitted by law, to rely on the integrity of those persons and organizations within and outside the Corporation from whom he or she receives information, and the accuracy of the information provided to the Corporation by such persons or organizations.

This Charter was implemented by the Board on June 1, 2020.

4

SCHEDULE “C”

EQUITY INCENTIVE PLAN

( See attached. )

RED LIGHT HOLLAND CORP.

OMNIBUS EQUITY INCENTIVE PLAN

ARTICLE 1 PURPOSE

1.1 Purpose

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

ARTICLE 2 INTERPRETATION

2.1 Definitions

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

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

• (b) “Award” means any Option, Restricted Share Unit, Performance Share Unit or Deferred Share Unit granted under this Plan which may be denominated or settled in Shares, cash or in such other form as provided herein;

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

• (d) “Board” means the board of directors of the Corporation as it may be constituted from time to time;

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

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

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

• (h) “ Cashless Exercise ” has the meaning set forth in Subsection 4.5(b);

• (i) “ Cause ” means, with respect to a particular Participant:

• (i) “cause” (or any similar term) as such term is defined in the employment or other written agreement between the Corporation or a subsidiary of the Corporation and the Employee;

• (ii) in the event there is no written or other applicable employment or other agreement between the Corporation or a subsidiary of the Corporation or “cause” (or any similar term) is not defined in such agreement, “cause” as such term is defined in the Award Agreement; or

• (iii) in the event neither (a) nor (b) apply, then “cause” as such term is defined by applicable law or, if not so defined, such term shall refer to circumstances where (i) an employer may

• 2 -

terminate an individual’s employment without notice or pay in lieu thereof or other damages, or (ii) the Corporation or any subsidiary thereof may terminate the Participant’s contract without notice or without pay in lieu thereof or other termination fee or damages;

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

• (i) any transaction at any time and by whatever means pursuant to which any Person or any group of two (2) or more Persons acting jointly or in concert hereafter acquires the direct or indirect “beneficial ownership” (as defined in the Securities Act (Ontario)) of, or acquires the right to exercise Control or direction over, securities of the Corporation representing more than 50% of the then issued and outstanding voting securities of the Corporation, including, without limitation, as a result of a take-over bid, an exchange of securities, an amalgamation of the Corporation with any other entity, an arrangement, a capital reorganization or any other business combination or reorganization;

• (ii) the sale, assignment or other transfer of all or substantially all of the consolidated assets of the Corporation to a Person other than a subsidiary of the Corporation;

• (iii) the dissolution or liquidation of the Corporation, other than in connection with the distribution of assets of the Corporation to one (1) or more Persons which were Affiliates of the Corporation prior to such event;

• (iv) the occurrence of a transaction requiring approval of the Corporation’s shareholders whereby the Corporation is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a subsidiary of the Corporation);

• (v) individuals who comprise the Board as of the date hereof (the “ Incumbent Board ”) for any reason cease to constitute at least a majority of the members of the Board, unless the election, or nomination for election by the Corporation’s shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, and in that case such new director shall be considered as a member of the Incumbent Board; or

• (vi) any other event which the Board determines to constitute a change in control of the Corporation;

provided that, notwithstanding clause (i), (ii), (iii) and (iv) above, a Change in Control shall be deemed not to have occurred if immediately following the transaction set forth in clause (i), (ii), (iii) or (iv) above: (A) the holders of securities of the Corporation that immediately prior to the consummation of such transaction represented more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors of the Corporation hold (x) securities of the entity resulting from such transaction (including, for greater certainty, the Person succeeding to assets of the Corporation in a transaction contemplated in clause (ii) above) (the “ Surviving Entity ”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees (“ voting power ”) of the Surviving Entity, or (y) if applicable, securities of the entity that directly or indirectly has beneficial ownership of 100% of the securities eligible to elect directors or trustees of the Surviving Entity (the “ Parent Entity ”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees of the Parent Entity, and (B) no Person or group of two or more Persons, acting jointly or in concert, is the beneficial owner, directly or indirectly, of more than 50% of the voting power of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) (any such transaction which satisfies all of the criteria specified in clauses (A) and (B) above being referred to as a “ Non-Qualifying Transaction ” and, following the Non-Qualifying Transaction, references in this definition of “Change in Control” to the “Corporation” shall mean and refer to the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and, if such entity is a company or a trust, references to the “Board” shall mean and refer to the board of directors or trustees, as applicable, of such entity).

• 3 -

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

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

• (l) “ Committee ” has the meaning set forth in Section 3.2;

• (m) “ Consultant ” means any individual or entity engaged by the Corporation or any subsidiary of the Corporation to render consulting or advisory services (including as a director or officer of any subsidiary of the Corporation), other than as an Employee or Director, and whether or not compensated for such services provided, however, that any Consultant who is in the United States or is a U.S. Person at the time such Consultant receives any offer of Award or executes any Award Agreement must be a natural person, and must agree to provide bona fide services to that Corporation that are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the Corporation’s securities;

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

• (i) when applied to the relationship between a Person and a corporation, the beneficial ownership by that Person, directly or indirectly, of voting securities or other interests in such corporation entitling the holder to exercise control and direction in fact over the activities of such corporation;

• (ii) when applied to the relationship between a Person and a partnership, limited partnership, trust or joint venture, means the contractual right to direct the affairs of the partnership, limited partnership, trust or joint venture; and

• (iii) when applied in relation to a trust, the beneficial ownership at the relevant time of more than 50% of the property settled under the trust, and

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

• (o)

• “ Corporation ” means Red Light Holland Corp., or any successor entity thereof;

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

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

• (r)

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

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

• (t) “ Disabled ” or “ Disability ” means, with respect to a particular Participant:

• 4 -

• (i) “disabled” or “disability” (or any similar terms) as such terms are defined in the employment or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant;

• (ii) in the event there is no written or other applicable employment or other agreement between the Corporation or a subsidiary of the Corporation, or “disabled” or “disability” (or any similar terms) are not defined in such agreement, “disabled” or “disability” as such term are defined in the Award Agreement; or

• (iii) in the event neither (i) or (ii) apply, then the incapacity or inability of the Participant, by reason of mental or physical incapacity, disability, illness or disease (as determined by a legally qualified medical practitioner or by a court) that prevents the Participant from carrying out his or her normal and essential duties as an Employee, Director or Consultant for a continuous period of six months or for any cumulative period of 180 days in any consecutive twelve month period, the foregoing subject to and as determined in accordance with procedures established by the Plan Administrator for purposes of this Plan;

• (u) “ Effective Date ” means the effective date of this Plan, being September 19, 2024, subject to disinterested shareholder approval;

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

• (w)

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

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

• (y)

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

• (z)

• “ Employee ” means an individual who:

• (i) is considered an employee of the Corporation or a subsidiary of the Corporation for purposes of source deductions under applicable tax or social welfare legislation; or

• (ii) works full-time or part-time. on a regular weekly basis for the Corporation or a subsidiary of the Corporation providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or a subsidiary of the Corporation over the details and methods of work as an employee of the Corporation or such subsidiary;

• (aa) “ Exchange ” means the Canadian Securities Exchange, or such other exchange upon which the Shares of the Corporation may become listed for trading;

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

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

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

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

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

• 5 -

• (gg) “Market Price” at any date in respect of the Shares shall be the greater of the closing market price of the Shares on (i) the trading day prior to the date of grant and (ii) the date of grant, and as otherwise required pursuant to the policies of the Exchange, if applicable. In the event that such Shares are not listed and posted for trading on any Exchange, the Market Price shall be (i) the issuance price per Share of the most recent financing completed by the Corporation within the last three (3) months; or (ii) otherwise, the fair market value of such Shares as determined by the Plan Administrator in its sole discretion and, with respect to an Award made to a U.S. Taxpayer, in accordance with Section 409A of the Code;

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

• (ii) “Option Shares” means Shares issuable by the Corporation upon the exercise of outstanding Options;

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

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

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

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

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

• (oo) “Plan Administrator” means the Board, or if the administration of this Plan has been delegated by the Board to the Committee pursuant to Section 3.2, the Committee;

• (pp) “PSU Service Year” has the meaning given to it in Section 6.1;

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

• (rr) “Retirement” means, unless otherwise defined in the Participant ’ s written or other applicable employment agreement or in the Award Agreement, the termination of the Participant ’ s working career at the age of 67 or such other retirement age, with consent of the Plan Administrator, if applicable, other than on account of the Participant ’ s termination of service by the Corporation or its subsidiary for Cause;

• (ss) “RSU Service Year” has the meaning given to it in Section 5.1.

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

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

• 6 -

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

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

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

• (yy) “Tax Act” has the meaning set forth in Section 4.5(d);

• (zz) “Termination Date” means, subject to applicable law which cannot be waived:

• (i) in the case of an Employee whose employment with the Corporation or a subsidiary of the Corporation terminates, (i) the date designated by the Employee and the Corporation or a subsidiary of the Corporation as the “Termination Date” (or similar term) in a written employment or other agreement between the Employee and Corporation or a subsidiary of the Corporation, or (ii) if no such written employment or other agreement exists, the date designated by the Corporation or a subsidiary of the Corporation, as the case may be, on which the Employee ceases to be an employee of the Corporation or the subsidiary of the Corporation, as the case may be, provided that, in the case of termination of employment by voluntary resignation by the Participant, such date shall not be earlier than the date notice of resignation was given; and in any event, the “Termination Date” shall be determined without including any period of reasonable notice that the Corporation or the subsidiary of the Corporation (as the case may be) may be required by law to provide to the Participant or any pay in lieu of notice of termination, severance pay or other damages paid or payable to the Participant;

• (ii) in the case of a Consultant whose agreement or arrangement with the Corporation or a subsidiary of the Corporation terminates, (i) the date designated by the Corporation or the subsidiary of the Corporation, as the “Termination Date” (or similar term) or expiry date in a written agreement between the Consultant and Corporation or a subsidiary of the Corporation, or (ii) if no such written agreement exists, the date designated by the Corporation or a subsidiary of the Corporation, as the case may be, on which the Consultant ceases to be a Consultant or a service provider to the Corporation or the subsidiary of the Corporation, as the case may be, or on which the Participant’s agreement or arrangement is terminated, provided that in the case of voluntary termination by the Participant of the Participant’s consulting agreement or other written arrangement, such date shall not be earlier than the date notice of voluntary termination was given; in any event, the “Termination Date” shall be determined without including any period of notice that the Corporation or the subsidiary of the Corporation (as the case may be) may be required by law to provide to the Participant or any pay in lieu of notice of termination, termination fees or other damages paid or payable to the Participant; and

• (iii) in the case of a Director, the date such individual ceases to be a Director,

in each case, unless the individual continues to be a Participant in another capacity.

• 7 -

Notwithstanding the foregoing, in the case of a U.S. Taxpayer, a Participant’s “Termination Date” will be the date the Participant experiences a “separation from service” with the Corporation or a subsidiary of the Corporation within the meaning of Section 409A of the Code.

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

• (bbb) “ U.S. Person ” shall mean a “ U.S. person ” as such term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act (the definition of which includes, but is not limited to, (i) any natural person resident in the United States, (ii) any partnership or corporation organized or incorporated under the laws of the United States, (iii) any partnership or corporation organized outside of the United States by a U.S. Person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organized, or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts, and (iv) any estate or trust of which any executor or administrator or trustee is a U.S. Person);

• (ccc) “ U.S. Securities Act ” means the United States Securities Act of 1933 , as amended; and

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

2.2 Interpretation

• (a) Whenever the Plan Administrator exercises discretion in the administration of this Plan, the term “discretion” means the sole and absolute discretion of the Plan Administrator.

• (b) As used herein, the terms “Article”, “Section”, “Subsection” and “clause” mean and refer to the specified Article, Section, Subsection and clause of this Plan, respectively.

• (c) Words importing the singular include the plural and vice versa and words importing any gender include any other gender.

• (d) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period begins, including the day on which the period ends, and abridging the period to the immediately preceding Business Day in the event that the last day of the period is not a Business Day. In the event an action is required to be taken or a payment is required to be made on a day which is not a Business Day such action shall be taken or such payment shall be made by the immediately preceding Business Day.

• (e)

• Unless otherwise specified, all references to money amounts are to Canadian currency.

• (f) The headings used herein are for convenience only and are not to affect the interpretation of this Plan.

ARTICLE 3 ADMINISTRATION

3.1 Administration

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

• (a) determine the individuals to whom grants under the Plan may be made;

• (b) make grants of Awards under the Plan relating to the issuance of Shares (including any combination of Options, Restricted Share Units, Performance Share Units or Deferred Share Units) in such amounts, to such Persons and, subject to the provisions of this Plan, on such terms and conditions as it determines including without limitation:

• 8 -

• (i) the time or times at which Awards may be granted;

• (ii) the conditions under which:

• (A) Awards may be granted to Participants; or

• (B) Awards may be forfeited to the Corporation,

including any conditions relating to the attainment of specified Performance Goals;

• (iii) the number of Shares to be covered by any Award;

• (iv) the price, if any, to be paid by a Participant in connection with the purchase of Shares covered by any Awards;

• (v) whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any Award, and the nature of such restrictions or limitations, if any; and

• (vi) any acceleration of exercisability or vesting, or waiver of termination regarding any Award, based on such factors as the Plan Administrator may determine;

• (c) establish the form or forms of Award Agreements;

• (d) cancel, amend, adjust or otherwise change any Award under such circumstances as the Plan Administrator may consider appropriate in accordance with the provisions of this Plan;

• (e) construe and interpret this Plan and all Award Agreements;

• (f) adopt, amend, prescribe and rescind administrative guidelines and other rules and regulations relating to this Plan, including rules and regulations relating to sub plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; and

• (g) make all other determinations and take all other actions necessary or advisable for the implementation and administration of this Plan.

3.2

Delegation to Committee

• (a) The initial Plan Administrator shall be the Board.

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

3.3 Determinations Binding

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

• 9 -

3.4 Eligibility

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

3.5 Plan Administrator Requirements

Any Award granted under this Plan shall be subject to the requirement that, if at any time the Plan Administrator shall determine that the listing, registration or qualification of the Shares issuable pursuant to such Award upon any securities exchange or under any Securities Laws of any jurisdiction, or the consent or approval of the Exchange, if applicable, and any securities commissions or similar securities regulatory bodies having jurisdiction over the Corporation is necessary as a condition of, or in connection with, the grant or exercise of such Award or the issuance or purchase of Shares thereunder, such Award may not be accepted or exercised, as applicable, in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Plan Administrator. Without limiting the generality of the foregoing, all Awards shall be issued pursuant to the registration requirements of the U.S. Securities Act, or pursuant an exemption or exclusion from such registration requirements. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval. Participants shall, to the extent applicable, cooperate with the Corporation in complying with such legislation, rules, regulations and policies.

3.6 Total Shares Subject to Awards

• (a) Subject to adjustment as provided for in Article 10 and any subsequent amendment to this Plan, the aggregate number of Shares reserved for issuance pursuant to Awards granted under this Plan shall not exceed 20% of the Corporation’s total issued and outstanding Shares from time to time. This Plan is considered an “evergreen” plan, since the shares covered by Awards which have been settled, exercised or terminated shall be available for subsequent grants under the Plan and the number of Awards available to grant increases as the number of issued and outstanding Shares increases.

• (b) To the extent any Awards (or portion(s) thereof) under this Plan terminate or are cancelled for any reason prior to exercise in full, or are surrendered or settled by the Participant, any Shares subject to such Awards (or portion(s) thereof) shall be added back to the number of Shares reserved for issuance under this Plan and will again become available for issuance pursuant to the exercise of Awards granted under this Plan.

• (c) Any Shares issued by the Corporation through the assumption or substitution of outstanding stock options or other equity-based awards from an acquired company shall not reduce the number of Shares available for issuance pursuant to the exercise of Awards granted under this Plan.

3.7 Limits on Grants of Awards

Notwithstanding anything in this Plan:

• (a) the aggregate number of Shares:

• (i) issuable to Insiders at any time, under all of the Corporation’s Security Based Compensation Arrangements, shall not exceed ten percent (10%) of the Corporation’s issued and outstanding Shares;

• (ii) issued to Persons performing investor relations services, within any one (1) year period, under all of the Corporation’s Security Based Compensation Arrangements, shall not exceed two percent (2%) of the Corporation’s issued and outstanding Shares; and

• 10 -

• (iii) issued to Insiders within any one (1) year period, under all of the Corporation’s Security Based Compensation Arrangements, shall not exceed ten percent (10%) of the Corporation’s issued and outstanding Shares,

provided that the acquisition of Shares by the Corporation for cancellation shall be disregarded for the purposes of determining non-compliance with this Section 3.7 for any Awards outstanding prior to such purchase of Shares for cancellation; and

• (b) if the Corporation ceases to be a “venture issuer” as defined in National Instrument 52-110, the Plan Administrator shall not make grants of Awards to Directors if, after giving effect to such grants of Awards, the aggregate number of Shares issuable to Directors, at the time of such grant, under all of the Corporation’s Security Based Compensation Arrangements would exceed 1% of the issued and outstanding Shares on a non-diluted basis.

3.8

Award Agreements

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

3.9 Non-transferability of Awards

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

ARTICLE 4 OPTIONS

4.1 Granting of Options

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Options to any Participant. The terms and conditions of each Option grant shall be evidenced by an Award Agreement.

4.2 Exercise Price

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

4.3 Term of Options

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

4.4 Vesting and Exercisability

• (a) The Plan Administrator shall have the authority to determine the vesting terms applicable to grants of Options.

• (b) Once an Option becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the Option, unless otherwise specified by the Plan Administrator, or as may be

• 11 -

otherwise set forth in any written employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant. Each vested Option may be exercised at any time or from time to time, in whole or in part, for up to the total number of Option Shares with respect to which it is then exercisable. The Plan Administrator has the right to accelerate the date upon which any Option becomes exercisable.

• (c) Subject to the provisions of this Plan and any Award Agreement, Options shall be exercised by means of a fully completed Exercise Notice delivered to the Corporation.

• (d) The Plan Administrator may provide at the time of granting an Option that the exercise of that Option is subject to restrictions, in addition to those specified in this Section 4.4, such as vesting conditions relating to the attainment of specified Performance Goals.

4.5 Payment of Exercise Price

• (a) Unless otherwise specified by the Plan Administrator at the time of granting an Option and set forth in the particular Award Agreement, the Exercise Notice must be accompanied by payment of the Exercise Price. The Exercise Price must be fully paid by certified cheque, wire transfer, bank draft or money order payable to the Corporation or by such other means as might be specified from time to time by the Plan Administrator, which may include (i) through an arrangement with a broker approved by the Corporation (or through an arrangement directly with the Corporation) whereby payment of the Exercise Price is accomplished with the proceeds of the sale of Shares deliverable upon the exercise of the Option, (ii) through the cashless exercise process set out in Section 4.5(b), or (iii) such other consideration and method of payment for the issuance of Shares to the extent permitted by Securities Laws, or any combination of the foregoing methods of payment.

• (b) Unless otherwise specified by the Plan Administrator and set forth in the particular Award Agreement, if permitted by the Plan Administrator, and subject to compliance with the policies of the Exchange, if applicable, a Participant may, in lieu of exercising an Option pursuant to an Exercise Notice, elect to surrender such Option to the Corporation (a “Cashless Exercise” ) in consideration for an amount from the Corporation equal to (i) the Market Price of the Shares issuable on the exercise of such Option (or portion thereof) as of the date such Option (or portion thereof) is exercised, less (ii) the aggregate Exercise Price of the Option (or portion thereof) surrendered relating to such Shares (the “In-the-Money Amount” ), by written notice to the Corporation indicating the number of Options such Participant wishes to exercise using the Cashless Exercise, and such other information that the Corporation may require. Subject to Section 8.3, the Corporation shall satisfy payment of the In-the-Money Amount by delivering to the Participant such number of Shares (rounded down to the nearest whole number) having a fair market value equal to the In-theMoney Amount.

• (c) No Shares will be issued or transferred until full payment therefor has been received by the Corporation, or arrangements for such payment have been made to the satisfaction of the Plan Administrator.

• (d) If a Participant surrenders Options through a Cashless Exercise pursuant to Section 4.5(b), to the extent that such Participant would be entitled to a deduction under paragraph 110(1)(d) of the Income Tax Act (Canada) (the “Tax Act” ) in respect of such surrender if the election described in subsection 110(1.1) of the Tax Act were made and filed (and the other procedures described therein were undertaken) on a timely basis after such surrender, the Corporation will cause such election to be so made and filed (and such other procedures to be so undertaken).

ARTICLE 5 RESTRICTED SHARE UNITS

5.1 Granting of RSUs

• (a) The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant RSUs to any Participant in

• 12 -

respect of a bonus or similar payment in respect of services rendered by the applicable Participant in a taxation year (the “RSU Service Year” ). The terms and conditions of each RSU grant may be evidenced by an Award Agreement. Each RSU will consist of a right to receive a Share, cash payment, or a combination thereof (as provided in Section 5.4(a)), upon the settlement of such RSU.

• (b) The number of RSUs (including fractional RSUs) granted at any particular time pursuant to this Article 5 will be calculated by dividing (i) the amount of any bonus or similar payment that is to be paid in RSUs, as determined by the Plan Administrator, by (ii) the greater of (A) the Market Price of a Share on the Date of Grant; and (B) such amount as determined by the Plan Administrator in its sole discretion.

5.2 RSU Account

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

5.3 Vesting of RSUs

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of RSUs, provided that the terms comply with Section 409A, with respect to a U.S. Taxpayer.

5.4 Settlement of RSUs

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

• (i) one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct,

• (ii) a cash payment, or

• (iii) a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above.

• (b) Any cash payments made under this Section 5.4 by the Corporation to a Participant in respect of RSUs to be redeemed for cash shall be calculated by multiplying the number of RSUs to be redeemed for cash by the Market Price per Share as at the settlement date.

• (c) Payment of cash to Participants on the redemption of vested RSUs may be made through the Corporation’s payroll in the pay period that the settlement date falls within.

• (d) Notwithstanding any other terms of this Plan but subject to Section 11.6(d) below and except as otherwise provided in an Award Agreement, no settlement date for any RSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any RSU, under this Section 5.4 any later than the final Business Day of the third calendar year following the applicable RSU Service Year.

ARTICLE 6 PERFORMANCE SHARE UNITS

6.1 Granting of PSUs

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant PSUs to any Participant in respect of a bonus or similar payment in respect of services rendered by the applicable Participant in a taxation year (the “ PSU Service Year ”).

• 13 -

The terms and conditions of each PSU grant shall be evidenced by an Award Agreement, provided that with respect to a U.S. Taxpayer the terms comply with Section 409A to the extent it is applicable. Each PSU will consist of a right to receive a Share, cash payment, or a combination thereof (as provided in Section 6.6(a)), upon the achievement of such Performance Goals during such performance periods as the Plan Administrator shall establish.

6.2 Terms of PSUs

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

6.3 Performance Goals

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

6.4 PSU Account

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

6.5 Vesting of PSUs

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of PSUs.

6.6 Settlement of PSUs

• (a) The Plan Administrator shall have the authority to determine the settlement terms applicable to the grant of PSUs provided that with respect to a U.S. Taxpayer the terms comply with Section 409A to the extent it is applicable. Subject to Section 11.6(d) below and except as otherwise provided in an Award Agreement, on the settlement date for any PSU, the Participant shall redeem each vested PSU for the following at the election of the Participant but subject to the approval of the Plan Administrator:

• (i) one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct,

• (ii) a cash payment, or

• (iii) a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above.

• (b) Any cash payments made under this Section 6.6 by the Corporation to a Participant in respect of PSUs to be redeemed for cash shall be calculated by multiplying the number of PSUs to be redeemed for cash by the Market Price per Share as at the settlement date.

• (c) Payment of cash to Participants on the redemption of vested PSUs may be made through the Corporation ’ s payroll in the pay period that the settlement date falls within.

• 14 -

• (d) Notwithstanding any other terms of this Plan but subject to Section 11.6(d) below and except as otherwise provided in an Award Agreement, no settlement date for any PSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any PSU, under this Section 6.6 any later than the final Business Day of the third calendar year following the applicable PSU Service Year.

ARTICLE 7 DEFERRED SHARE UNITS

7.1 Granting of DSUs

• (a) The Board may fix from time to time a portion of the Director Fees that is to be payable in the form of DSUs. In addition, each Electing Person is given, subject to the conditions stated herein, the right to elect in accordance with Section 7.1(b) to participate in the grant of additional DSUs pursuant to this Article 7. An Electing Person who elects to participate in the grant of additional DSUs pursuant to this Article 7 shall receive their Elected Amount (as that term is defined below) in the form of DSUs. The “Elected Amount” shall be an amount, as elected by the Director, in accordance with applicable tax law, between 0% and 100% of any Director Fees that would otherwise be paid in cash (the “Cash Fees” ).

• (b) Each Electing Person who elects to receive their Elected Amount in the form of DSUs will be required to file a notice of election in the form of Schedule “A“ hereto (the “Election Notice” ) with the Chief Financial Officer of the Corporation: (i) in the case of an existing Electing Person, by December 31[st] in the year prior to the year to which such election is to apply (other than for Director Fees payable for the 2023 financial year, in which case any Electing Person who is not a U.S. Taxpayer as of the date of this Plan shall file the Election Notice by the date that is 30 days from the Effective Date with respect to compensation paid for services to be performed after such date); and (ii) in the case of a newly appointed Electing Person who is not a U.S. Taxpayer, within 30 days of such appointment with respect to compensation paid for services to be performed after such date. In the case of the first year in which an Electing Person who is a U.S. Taxpayer first becomes an Electing Person under the Plan (or any plan required to be aggregated with the Plan under Section 409A), an initial Election Notice may be filed within 30 days of such appointment only with respect to compensation paid for services to be performed after the end of the 30-day election period. If no election is made within the foregoing time frames, the Electing Person shall be deemed to have elected to be paid the entire amount of his or her Cash Fees in cash.

• (c) Subject to Subsection 7.1(d), the election of an Electing Person under Subsection 7.1(b) shall be deemed to apply to all Cash Fees paid subsequent to the filing of the Election Notice. In the case of an Electing Person who is a U.S. Taxpayer, his or her election under Section 7.1(b) shall be deemed to apply to all Cash Fees that are earned after the Election Date. An Electing Person is not required to file another Election Notice for subsequent calendar years.

• (d) Each Electing Person who is not a U.S. Taxpayer is entitled once per calendar year to terminate his or her election to receive DSUs by filing with the Chief Financial Officer of the Corporation a termination notice in the form of Schedule “B“. Such termination shall be effective immediately upon receipt of such notice, provided that the Corporation has not imposed a “black-out” on trading. Thereafter, any portion of such Electing Person’s Cash Fees payable or paid in the same calendar year and, subject to complying with Subsection 7.1(b), all subsequent calendar years shall be paid in cash. For greater certainty, to the extent an Electing Person terminates his or her participation in the grant of DSUs pursuant to this Article 7, he or she shall not be entitled to elect to receive the Elected Amount, or any other amount of his or her Cash Fees in DSUs again until the calendar year following the year in which the termination notice is delivered. An election by a U.S. Taxpayer to receive the Elected Amount in DSUs for any calendar year (or portion thereof) is irrevocable for that calendar year after the expiration of the election period for that year and any termination of the election will not take effect until the first day of the calendar year following the calendar year in which the termination notice in the form of Schedule “C“ is delivered.

• 15 -

• (e) Any DSUs granted pursuant to this Article 7 prior to the delivery of a termination notice pursuant to Section 7.1(d) shall remain in the Plan following such termination and will be redeemable only in accordance with the terms of the Plan.

• (f) The number of DSUs (including fractional DSUs) granted at any particular time pursuant to this Article 7 will be calculated by dividing (i) the amount of Director Fees that are to be paid as DSUs, as determined by the Plan Administrator or Director Fees that are to be paid in DSUs (including any Elected Amount), by (ii) the Market Price of a Share on the Date of Grant.

• (g) In addition to the foregoing, the Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant DSUs to any Participant.

7.2 DSU Account

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

7.3 Vesting of DSUs

Except as otherwise determined by the Plan Administrator or as set forth in the particular Award Agreement, DSUs shall vest immediately upon grant.

7.4 Settlement of DSUs

• (a) DSUs shall be settled on the date established in the Award Agreement; provided, however that if there is no Award Agreement or the Award Agreement does not establish a date for the settlement of the DSUs, then, for a Participant who is not a U.S. Taxpayer the settlement date shall be the date determined by the Participant (which date shall not be earlier than the Termination Date), and for a Participant who is a U.S. taxpayer, the settlement date shall be the date determined by the Participant in accordance with the Election Notice (which date shall not be earlier than the “separation from service” (within the meaning of Section 409A)). On the settlement date for any DSU, the Participant shall redeem each vested DSU for:

• (i) one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct; or

• (ii) at the election of the Participant and subject to the approval of the Plan Administrator, a cash payment.

• (b) Any cash payments made under this Section 7.4 by the Corporation to a Participant in respect of DSUs to be redeemed for cash shall be calculated by multiplying the number of DSUs to be redeemed for cash by the Market Price per Share as at the settlement date.

• (c) Payment of cash to Participants on the redemption of vested DSUs may be made through the Corporation’s payroll or in such other manner as determined by the Corporation.

7.5 No Additional Amount or Benefit

For greater certainty, neither a Participant to whom DSUs are granted nor any person with whom such Participant does not deal at arm’s length (for purposes of the Tax Act) shall be entitled, either immediately or in the future, either absolutely or contingently, to receive or obtain any amount or benefit granted or to be granted for the purpose of reducing the impact, in whole or in part, of any reduction in the Market Price of the Shares to which the DSUs relate.

• 16 -

ARTICLE 8 ADDITIONAL AWARD TERMS

8.1 Dividend Equivalents

• (a) Unless otherwise determined by the Plan Administrator or as set forth in the particular Award Agreement, an Award of RSUs, PSUs and DSUs shall include the right for such RSUs, PSUs and DSUs be credited with dividend equivalents in the form of additional RSUs, PSUs and DSUs, respectively, as of each dividend payment date in respect of which normal cash dividends are paid on Shares. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Share by the number of RSUs, PSUs and DSUs, as applicable, held by the Participant on the record date for the payment of such dividend, by (b) the Market Price at the close of the first Business Day immediately following the dividend record date, with fractions computed to three decimal places. Dividend equivalents credited to a Participant’s account shall vest in proportion to the RSUs, PSUs and DSUs to which they relate, and shall be settled in accordance with Subsections 5.4, 6.6, and 7.4 respectively.

• (b) The foregoing does not obligate the Corporation to declare or pay dividends on Shares and nothing in this Plan shall be interpreted as creating such an obligation.

8.2 Restricted Period

In the event that an Award expires, at a time when a scheduled restricted period is in place or an undisclosed material change or material fact in the affairs of the Corporation exists, the expiry of such Award will be the date that is 10 Business Days after which such scheduled restricted period terminates or there is no longer such undisclosed material change or material fact.

8.3 Withholding Taxes

Notwithstanding any other terms of this Plan, the granting, vesting or settlement of each Award under this Plan is subject to the condition that if at any time the Plan Administrator determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such grant, vesting or settlement, such action is not effective unless such withholding has been effected to the satisfaction of the Plan Administrator. In such circumstances, the Plan Administrator may require that a Participant pay to the Corporation the minimum amount as the Corporation or a subsidiary of the Corporation is obliged to withhold or remit to the relevant taxing authority in respect of the granting, vesting or settlement of the Award. Any such additional payment is due no later than the date on which such amount with respect to the Award is required to be remitted to the relevant tax authority by the Corporation or a subsidiary of the Corporation, as the case may be. Alternatively, and subject to any requirements or limitations under applicable law, the Corporation or any Affiliate may (a) withhold such amount from any remuneration or other amount payable by the Corporation or any Affiliate to the Participant, (b) require the sale, on behalf of the applicable Participant, of a number of Shares issued upon exercise, vesting, or settlement of such Award and the remittance to the Corporation of the net proceeds from such sale sufficient to satisfy such amount, or (c) enter into any other suitable arrangements for the receipt of such amount.

8.4 Recoupment

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

• 17 -

ARTICLE 9 TERMINATION OF EMPLOYMENT OR SERVICES

9.1 Termination of Employee, Consultant or Director

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

• (a) where a Participant’s employment, consulting agreement or arrangement is terminated or the Participant ceases to hold office or his or her position, as applicable, by reason of voluntary resignation by the Participant or termination by the Corporation or a subsidiary of the Corporation for Cause, then any Option or other Award held by the Participant that has not been exercised, surrendered or settled as of the Termination Date shall be immediately forfeited and cancelled as of the Termination Date;

• (b) where a Participant’s employment, consulting agreement or arrangement is terminated by the Corporation or a subsidiary of the Corporation without Cause (whether such termination occurs with or without any or adequate reasonable notice, or with or without any or adequate compensation in lieu of such reasonable notice) then a portion of any unvested Options or other Awards shall immediately vest, such portion to be equal to the number of unvested Options or other Awards held by the Participant as of the Termination Date multiplied by a fraction the numerator of which is the number of days between the Date of Grant and the Termination Date and the denominator of which is the number of days between the Date of Grant and the date any unvested Options or other Awards were originally scheduled to vest. Any vested Options may be exercised by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Option; and (B) the date that is 90 days after the Termination Date. If an Option remains unexercised upon the earlier of (A) or (B), the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested Award other than an Option, such Award will be settled within 90 days after the Termination Date;

• (c) where a Participant’s employment, consulting agreement or arrangement terminates on account of his or her becoming Disabled, then any Award held by the Participant that has not vested as of the date of the Participant’s Termination Date shall vest on such date. Any vested Option may be exercised by the Participant at any time until the Expiry Date of such Option. Any vested Award other than an Option will be settled within 90 days after the Termination Date;

• (d) where a Participant’s employment, consulting agreement or arrangement is terminated by reason of the death of the Participant, then any Award that is held by the Participant that has not vested as of the date of the death of such Participant shall vest on such date. Any vested Option may be exercised by the Participant’s beneficiary or legal representative (as applicable) at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Option; and (B) the first anniversary of the date of the death of such Participant. If an Option remains unexercised upon the earlier of (A) or (B), the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested Award other than an Option, such Award will be settled with the Participant’s beneficiary or legal representative (as applicable) within 90 days after the date of the Participant’s death;

• (e) where a Participant’s employment, consulting agreement or arrangement is terminated due to the Participant’s Retirement, then (i) any outstanding Award that vests or becomes exercisable based solely on the Participant remaining in the service of the Corporation or its subsidiary will become 100% vested, and (ii) any outstanding Award that vests based on the achievement of Performance Goals and that has not previously become vested shall continue to be eligible to vest based upon the actual achievement of such Performance Goals. Any vested Option may be exercised by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Option; and (B) the third anniversary of the Participant’s date of Retirement. If an Option remains unexercised upon the earlier of (A) or (B), the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested Award other than an Option that is described in (i), such Award will be settled within 90 days after the

• 18 -

Participant’s Retirement. In the case of a vested Award other than an Option that is described in (ii), such Award will be settled at the same time the Award would otherwise have been settled had the Participant remained in active service with the Corporation or its subsidiary. Notwithstanding the foregoing, if, following his or her Retirement, the Participant commences (the “ Commencement Date ”) employment, consulting or acting as a director of the Corporation or any of its subsidiaries (or in an analogous capacity) or otherwise as a service provider to any Person that carries on or proposes to carry on a business competitive with the Corporation or any of its subsidiaries, any Option or other Award held by the Participant that has not been exercised or settled as of the Commencement Date shall be immediately forfeited and cancelled as of the Commencement Date;

• (f) a Participant’s eligibility to receive further grants of Options or other Awards under this Plan ceases as of:

• (i) the date that the Corporation or a subsidiary of the Corporation, as the case may be, provides the Participant with written notification that the Participant’s employment, consulting agreement or arrangement is terminated, notwithstanding that such date may be prior to the Termination Date; or

• (ii) the date of the death, Disability or Retirement of the Participant;

• (g) notwithstanding Subsection 9.1(b), unless the Plan Administrator, in its discretion, otherwise determines, at any time and from time to time, but with due regard for Section 409A, Options or other Awards are not affected by a change of employment or consulting agreement or arrangement, or directorship within or among the Corporation or a subsidiary of the Corporation for so long as the Participant continues to be a Director, Employee or Consultant, as applicable, of the Corporation or a subsidiary of the Corporation; and

• (h) notwithstanding any other provision of this Section 9.1, in the case of an Award (other than an Option) granted to a U.S. Taxpayer that is vested or that immediately vests (in whole or in part) as a result of a Participant’s termination of service, then such Award will, subject to Section 11.6(d), be settled as soon as administratively practicable following the Participant’s termination of service, but in no event later than 90 days following the Participant’s termination of service. In the case of an Award (other than an Option) granted to a U.S. Taxpayer that remains eligible to vest (in whole or in part) following a Participant’s termination of service based upon the achievement of one or more Performance Goals, such Award will be settled at the originally scheduled settlement date for such Award.

9.2 Discretion to Permit Acceleration

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

ARTICLE 10 EVENTS AFFECTING THE CORPORATION

10.1 General

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

• 19 -

10.2 Change in Control

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

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

• (b) Notwithstanding Section 9.1, and except as otherwise provided in a written employment or other agreement between the Corporation or a subsidiary of the Corporation and a Participant, if within 12 months following the completion of a transaction resulting in a Change in Control, a Participant’s employment, consultancy or directorship is terminated by the Corporation or a subsidiary of the Corporation without Cause:

• (i) any unvested Awards held by the Participant at the Termination Date shall immediately vest; and

• (ii) any vested Awards of Participants may, subject to Sections 5.4(d) and 6.6(d) (where applicable), be exercised, surrendered or settled by such Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the date that is 90 days after the Termination Date, provided that any vested Awards (other than Options) granted to U.S. Taxpayers will be settled within 90 days of the Participant’s “separation from service”. Any Award that has not been exercised, surrendered or settled at the end of such period will be immediately forfeited and cancelled.

• (c) Notwithstanding Subsection 10.2(a) and unless otherwise determined by the Plan Administrator, if, as a result of a Change in Control, the Shares will cease trading on an Exchange, then the Corporation may terminate all of the Awards, other than an Option held by a Canadian Taxpayer for the purposes of the Tax Act, granted under this Plan at the time of and subject to the completion of the Change in Control transaction by paying to each holder at or within a reasonable period of time following completion of such Change in Control transaction an amount for each Award equal to the fair market value of the Award held by such Participant as determined by the Plan Administrator, acting reasonably, provided that any vested Awards granted to U.S. Taxpayers will be settled within 90 days of the Change in Control.

• 20 -

• (d) It is intended that any actions taken under this Section 10.2 will comply with the requirements of Section 409A of the Code with respect to Awards granted to U.S. Taxpayers.

10.3 Reorganization of Corporation’s Capital

Should the Corporation effect a subdivision or consolidation of Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), or should any other change be made in the capitalization of the Corporation that does not constitute a Change in Control and that would warrant the amendment or replacement of any existing Awards in order to adjust the number of Shares that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange, if applicable, authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

10.4 Other Events Affecting the Corporation

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

10.5 Immediate Acceleration of Awards

In taking any of the steps provided in Sections 10.3 and 10.4, the Plan Administrator will not be required to treat all Awards similarly and where the Plan Administrator determines that the steps provided in Sections 10.3 and 10.4 would not preserve proportionately the rights, value and obligations of the Participants holding such Awards in the circumstances or otherwise determines that it is appropriate, the Plan Administrator may, but is not required to, permit the immediate vesting of any unvested Awards.

10.6 Issue by Corporation of Additional Shares

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

10.7 Fractions

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

ARTICLE 11 U.S. TAXPAYERS

11.1 Provisions for U.S. Taxpayers

Options granted under this Plan to U.S. Taxpayers may be non-qualified stock options or incentive stock options qualifying under Section 422 of the Code (“ ISOs ”). Each Option shall be designated in the Award Agreement as either an ISO or a non-qualified stock option. If an Award Agreement fails to designate an Option as either an ISO or nonqualified stock option, the Option will be a non-qualified stock option. The Corporation shall not be liable to any Participant or to any other Person if it is determined that an Option intended to be an ISO does not qualify as an ISO. Non qualified stock options will be granted to a U.S. Taxpayer only if (i) such U.S. Taxpayer performs services for the Corporation or any corporation or other entity in which the Corporation has a direct or indirect controlling interest

• 21 -

or otherwise has a significant ownership interest, as determined under Section 409A, such that the Option will constitute an option to acquire “service recipient stock” within the meaning of Section 409A, or (ii) such option otherwise is exempt from Section 409A.

11.2 ISOs

Subject to any limitations in Section 3.6, the aggregate number of Shares reserved for issuance in respect of granted ISOs shall not exceed 10,000,000 Shares, and the terms and conditions of any ISOs granted to a U.S. Taxpayer on the Date of Grant hereunder, including the eligible recipients of ISOs, shall be subject to the provisions of Section 422 of the Code, and the terms, conditions, limitations and administrative procedures established by the Plan Administrator from time to time in accordance with this Plan. At the discretion of the Plan Administrator, ISOs may only be granted to an individual who is an employee of the Corporation, or of a “parent corporation” or “subsidiary corporation” of the Corporation, as such terms are defined in Sections 424(e) and (f) of the Code.

11.3 ISO Grants to 10% Shareholders

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

11.4 $100,000 Per Year Limitation for ISOs

To the extent the aggregate Market Price as at the Date of Grant of the Shares for which ISOs are exercisable for the first time by any person during any calendar year (under all plans of the Corporation and any “parent corporation” or “subsidiary corporation”, as such terms are defined in Section 424(e) and (f) of the Code) exceeds US$100,000, such excess ISOs shall be treated as non-qualified stock options.

11.5 Disqualifying Dispositions

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

11.6 Section 409A of the Code

• (a) This Plan will be construed and interpreted to be exempt from, or where not so exempt, to comply with Section 409A of the Code to the extent required to preserve the intended tax consequences of this Plan. Any reference in this Plan to Section 409A of the Code shall also include any regulation promulgated thereunder or any other formal guidance issued by the Internal Revenue Service with respect to Section 409A of the Code. Each Award shall be construed and administered such that the Award either (A) qualifies for an exemption from the requirements of Section 409A of the Code or (B) satisfies the requirements of Section 409A of the Code. If an Award is subject to Section 409A of the Code, (I) distributions shall only be made in a manner and upon an event permitted under section 409A of the Code, (II) payments to be made upon a termination of employment or service shall only be made upon a “separation from service” under Section 409A of the Code, (Ill) unless the Award specifies otherwise, each installment payment shall be treated as a separate payment for purposes of Section 409A of the Code, and (IV) in no event shall a Participant, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with Section 409A of the Code. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A of the Code, the Award will be granted, paid, settled or deferred in a manner that

• 22 -

will meet the requirements of Section 409A of the Code, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A of the Code. The Corporation reserves the right to amend this Plan to the extent it reasonably determines is necessary in order to preserve the intended tax consequences of this Plan in light of Section 409A of the Code. In no event will the Corporation or any of its subsidiaries or Affiliates be liable for any tax, interest or penalties that may be imposed on a Participant under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.

• (b) All terms of the Plan that are undefined or ambiguous must be interpreted in a manner that complies with Section 409A of the Code if necessary to comply with Section 409A of the Code.

• (c) The Plan Administrator, in its sole discretion, may permit the acceleration of the time or schedule of payment of a U.S. Taxpayer’s vested Awards in the Plan under circumstances that constitute permissible acceleration events under Section 409A of the Code.

• (d) Notwithstanding any provisions of the Plan to the contrary, in the case of any “specified employee” within the meaning of Section 409A of the Code who is a U.S. Taxpayer, distributions of nonqualified deferred compensation under Section 409A of the Code made in connection with a “separation from service” within the meaning set forth in Section 409A of the Code may not be made prior to the date which is six months after the date of separation from service (or, if earlier, the date of death of the U.S. Taxpayer). Any amounts subject to a delay in payment pursuant to the preceding sentence shall be paid as soon practicable following such six-month anniversary of such separation from service.

11.7 Section 83(b) Election

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

11.8 Application of Article 11 to U.S. Taxpayers

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

ARTICLE 12

AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

12.1 Amendment, Suspension, or Termination of the Plan

The Plan Administrator may from time to time, without notice and without approval of the holders of voting shares of the Corporation, amend, modify, change, suspend or terminate the Plan or any Awards granted pursuant to the Plan as it, in its discretion determines appropriate, provided, however, that:

• (a) no such amendment, modification, change, suspension or termination of the Plan or any Awards granted hereunder may materially impair any rights of a Participant or materially increase any obligations of a Participant under the Plan without the consent of the Participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable Securities Laws or Exchange requirements; and

• (b) any amendment that would cause an Award held by a U.S. Taxpayer to be subject to income inclusion under Section 409A of the Code shall be null and void ab initio with respect to the U.S. Taxpayer unless the consent of the U.S. Taxpayer is obtained.

12.2 Shareholder Approval

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

• 23 -

• (a) increases the percentage of Shares reserved for issuance under the Plan, except pursuant to the provisions under Article 10 which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;

• (b) increases or removes the 10% limits on Shares issuable or issued to Insiders as set forth in Subsection 3.7(a);

• (c) reduces the exercise price of an Option Award (for this purpose, a cancellation or termination of an Option Award of a Participant prior to its Expiry Date for the purpose of reissuing an Option Award to the same Participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an Option Award. Notwithstanding the foregoing, a cancellation or termination of an award of a participant may be done and will not require approval of the holders of Shares if conducted in compliance with, and allowed pursuant to, the policies of the Exchange) except pursuant to the provisions in the Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;

• (d) extends the term of an Option Award beyond the original Expiry Date (except where an Expiry Date would have fallen within a blackout period applicable to the Participant or within 10 Business Days following the expiry of such a blackout period);

• (e) permits an Option Award to be exercisable beyond 10 years from its Date of Grant (except where an Expiry Date would have fallen within a blackout period of the Corporation);

• (f) increases or removes the limits on the participation of Directors;

• (g) permits Awards to be transferred to a Person;

• (h)

• changes the eligible participants of the Plan; or

• (i) deletes or reduces the range of amendments which require approval of shareholders under this Section 12.2.

12.3 Permitted Amendments

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

• (a) making any amendments to the general vesting provisions of each Award;

• (b) making any amendments to the provisions set out in Article 9;

• (c) making any amendments to add covenants of the Corporation for the protection of Participants, as the case may be, provided that the Plan Administrator shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Participants, as the case may be;

• (d) making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Plan Administrator, having in mind the best interests of the Participants, it may be expedient to make, including amendments that are desirable as a result of changes in law in any jurisdiction where a Participant resides, provided that the Plan Administrator shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Participants and Directors; or

• (e) making such changes or corrections which, on the advice of counsel to the Corporation, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Plan Administrator shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Participants.

• 24 -

ARTICLE 13 MISCELLANEOUS

13.1 Legal Requirement

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

13.2 No Other Benefit

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

13.3 Rights of Participant

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

13.4 Corporate Action

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

13.5 Conflict

In the event of any conflict between the provisions of this Plan and an Award Agreement, the provisions of the Award Agreement shall govern. In the event of any conflict between or among the provisions of this Plan or any Award Agreement, on the one hand, and a Participant’s employment agreement with the Corporation or a subsidiary of the Corporation, as the case may be, on the other hand, the provisions of the employment agreement or other written agreement shall prevail.

13.6 Anti-Hedging Policy

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

13.7 Participant Information

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

13.8 Participation in the Plan

The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights or privileges other than those rights and privileges expressly provided in

• 25 -

the Plan. In particular, participation in the Plan does not constitute a condition of employment or engagement nor a commitment on the part of the Corporation to ensure the continued employment or engagement of such Participant. The Plan does not provide any guarantee against any loss which may result from fluctuations in the market value of the Shares. The Corporation does not assume responsibility for the income or other tax consequences for the Participants and Directors and they are advised to consult with their own tax advisors.

13.9 International Participants

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

13.10 Successors and Assigns

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

13.11 General Restrictions or Assignment

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

13.12 Severability

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

13.13 Notices

• (a) All written notices to be given by a Participant to the Corporation shall be delivered personally, e- mail or mail, postage prepaid, addressed as noted on the Corporation’s SEDAR+ profile.

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

13.14 Effective Date

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

13.15 Governing Law

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

13.16 Submission to Jurisdiction

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

SCHEDULE “A”

RED LIGHT HOLLAND CORP. OMNIBUS EQUITY INCENTIVE PLAN (THE “PLAN”)

ELECTION NOTICE

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

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

If I am a U.S. Taxpayer, I hereby further elect for any DSUs subject to this Election Notice to be settled on the later of (i) my “separation from service” (within the meaning of Section 409A) or (ii) .

I confirm that:

• (a) I have received and reviewed a copy of the terms of the Plan and agreed to be bound by them.

• (b) I recognize that when DSUs credited pursuant to this election are redeemed in accordance with the terms of the Plan, income tax and other withholdings as required will arise at that time. Upon redemption of the DSUs, the Corporation will make all appropriate withholdings as required by law at that time.

• (c) The value of DSUs is based on the value of the Shares of the Corporation and therefore is not guaranteed.

• (d) To the extent I am a U.S. taxpayer, I understand that this election is irrevocable for the calendar year to which it applies and that any revocation or termination of this election after the expiration of the election period will not take effect until the first day of the calendar year following the year in which I file the revocation or termination notice with the Corporation.

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

Date:

(Signature of Participant)

(Name of Participant)

SCHEDULE “B”

RED LIGHT HOLLAND CORP. OMNIBUS EQUITY INCENTIVE PLAN (THE “PLAN”)

ELECTION TO TERMINATE RECEIPT OF ADDITIONAL DSUs

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

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

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

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

Date:

(Signature of Participant)

(Name of Participant)

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

SCHEDULE “C”

RED LIGHT HOLLAND CORP. OMNIBUS EQUITY INCENTIVE PLAN

(THE “PLAN”)

ELECTION TO TERMINATE RECEIPT OF ADDITIONAL DSUs

(U.S. TAXPAYERS)

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

Notwithstanding my previous election in the form of Schedule “A“ to the Plan, I hereby elect that no portion of the Cash Fees accrued after the effective date of this termination notice shall be paid in DSUs in accordance with Article 5 of the Plan.

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

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

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

Date:

(Signature of Participant)

(Name of Participant)