SuperBuzz Inc.

CROSS BORDER CAPITAL I INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON

FEBRUARY 7, 2022

AND

MANAGEMENT INFORMATION CIRCULAR

DATED JANUARY 6, 2022

CROSS BORDER CAPITAL I INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE THAT an annual and special meeting (the “ Meeting ”) of the shareholders of Cross Border Capital I Inc. (the “ Corporation ”) will be held on February 7, 2022 at 10:00 a.m. (Toronto time) by zoom videoconference (but will not be permitted to vote over zoom in this manner) at the following link https://gowlingwlgca.zoom.us/j/84871133078?pwd=bVNNY1V1bHNpcXc2SWh5ZVZRR01DZz09, Password: 696017 for the following purposes:

to elect the directors of the Corporation that will hold office until the earlier of the next annual meeting of shareholders of the Corporation or the completion of the Corporation’s proposed qualifying transaction with Message Notify Ltd. d/b/a Superbuzz (the “ Transaction ”);
conditional on and effective upon the completion of the Transaction, to elect the directors of the Corporation, as more fully described in the management information circular in respect of the Meeting (the “ Circular ”) accompanying this notice of Meeting;
to appoint the auditors of the Corporation to hold office until the close of the next annual meeting of shareholders of the Corporation and authorize the directors to fix their remuneration as such;
conditional on and effective upon the completion of the Transaction, to appoint the auditors of the Corporation, as more fully described in the Circular;
to consider, and if deemed appropriate, to pass an ordinary resolution of disinterested shareholders, removing the consequences associated with the Corporation not completing a qualifying transaction (a “ Qualifying Transaction ”) within 24 months of its listing date in accordance with certain changes to Policy 2.4 – Capital Pool Companies (“ CPC Policy ”), as more particularly described in the Circular;
to consider, and if deemed appropriate, to pass an ordinary resolution of disinterested shareholders, approving the Corporation making certain amendments to the Corporation’s escrow agreement in accordance with certain changes to the CPC Policy (the “ Updated CPC Policy ”), as more particularly described in the Circular;
to consider, and if deemed appropriate, to pass an ordinary resolution of disinterested shareholders, authorizing the Corporation to pay any finders’ fee or commission to a Non-Arm’s length Party to the Corporation upon completion of a Qualifying Transaction, as more fully described in the Circular;
to consider, and if deemed appropriate, to pass an ordinary resolution of disinterested shareholders, approving certain amendments to its current stock option plan (“ Stock Option Plan Amendments ”) to conform to the Updated CPC Policy, as more fully described in the Circular;
to consider and, if deemed appropriate, to pass an ordinary resolution of disinterested shareholders, approving a new omnibus equity incentive plan of the Corporation conditional on and effective upon completion of the Transaction (the “ Resulting Issuer ”) in the form set out as Schedule “B” to the Circular;
to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving the amendment of the articles of the Corporation to change the name of the Corporation to “ SuperBuzz Inc. ” upon completion of the Transaction or such other name as the Board, in its sole discretion, deems appropriate, as more fully described in the Circular; and
to transact such other business as may be properly brought before the Meeting or any postponement or adjournment thereof.

Information relating to the items above is set forth in the Circular. Only shareholders of record as of December 29, 2021, (the “Record Date”), are entitled to notice of the Meeting and to vote at the Meeting and at any adjournment or postponement thereof.

IMPORTANT

It is desirable that as many Common Shares as possible be represented at the Meeting. If you would like your common shares represented, please complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. To be valid, all instruments of proxy must be delivered to the Proxy Department of TSX Trust Company, 301100 Adelaide Street West, Toronto, Ontario, M5H 4H1 not later than 48 hours, excluding Saturdays, Sundays and statutory holidays in the City of Toronto, prior to the time of the Meeting or any postponement or adjournment thereof. Late instruments of proxy may be accepted or rejected by the chair of the Meeting in his or her discretion but he or she is under no obligation to accept or reject any particular late instruments of proxy.

Due to the ongoing concerns related to the spread of the coronavirus (COVID-19) and in order to protect the health and safety of Shareholders, employees, other stakeholders and the community. Shareholders must vote on the matters before the Meeting by submitting their proxy in advance of the Meeting but are encouraged to attend the Meeting via Zoom videoconference.

All Shareholders must vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Circular accompanying this Notice.

DATED at Toronto, Ontario this 6[th] day of January, 2022 .

By order of the board of directors of CROSS BORDER CAPITAL I INC.

(signed) “ Yaniv Bresler ” Yaniv Bresler Chief Executive Officer

Page

MANAGEMENT INFORMATION CIRCULAR ......................................................................................................................1 GENERAL PROXY INFORMATION ......................................................................................................................................1 Solicitation of Proxies ..................................................................................................................................................1 Appointment, Time for Deposit and Revocation of Proxies .........................................................................................1 VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SECURITIES.....................................................................3 INDEBTEDNESS OF DIRECTORS AND OFFICERS ............................................................................................................3 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS .........................................................................4 INTEREST OF DIRECTORS AND OFFICERS IN MATTERS TO BE ACTED UPON ........................................................4 EXECUTIVE COMPENSATION ..............................................................................................................................................4 Compensation Discussion and Analysis .......................................................................................................................4 Director and Named Executive Officer Compensation ................................................................................................4 Compensation Securities ..............................................................................................................................................5 Compensation Securities ..............................................................................................................................................5 Securities Authorized for Issuance under Equity Compensation Plans ........................................................................5 Pension and Other Benefit Plans ..................................................................................................................................5 Termination of Employment, Change in Responsibilities and Employment Contracts ...............................................6 Other Compensation .....................................................................................................................................................6 Option Plan ...................................................................................................................................................................6 AUDIT COMMITTEE ...............................................................................................................................................................6 Composition of the Audit Committee...........................................................................................................................7 Relevant Education and Experience .............................................................................................................................7 Promoters .....................................................................................................................................................................8 Audit Committee Oversight .........................................................................................................................................8 Reliance on Certain Exemptions ..................................................................................................................................8 Audit Committee Charter .............................................................................................................................................8 External Auditor Service Fees (By Category) ..............................................................................................................8 CORPORATE GOVERNANCE ................................................................................................................................................8 QUALIFYING TRANSACTION ...............................................................................................................................................9 MATTERS TO BE CONSIDERED AT THE MEETING .........................................................................................................9 Other Current Reporting Issuer Experience................................................................................................................ 10 Corporate Cease Trade Orders, Bankruptcies and Penalties ...................................................................................... 12 ADDITIONAL INFORMATION ............................................................................................................................................. 18 BOARD APPROVAL .............................................................................................................................................................. 18 SCHEDULE “A” CROSS BORDER CAPITAL I INC. AUDIT COMMITTEE CHARTER

SCHEDULE “B” STOCK OPTION PLAN OF THE RESULTING ISSUER

iii

CROSS BORDER CAPITAL I INC.

MANAGEMENT INFORMATION CIRCULAR

This management information circular (this “ Circular ”) is provided in connection with the solicitation of proxies by management of Cross Border Capital I Inc. (the “ Corporation ”).

Information in this Circular is given as of January 6, 2022 (the “ Effective Date ”), except as otherwise indicated. Unless otherwise indicated, dollar amounts are expressed in Canadian dollars.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The information contained in this Circular is furnished to the holders (the “ Shareholders ”) of common shares of the Corporation (the “ Common Shares ”) in connection with the solicitation by management of the Corporation of proxies to be voted at the special meeting (the “ Meeting ”) of the Shareholders. The Meeting will be held on February 7, 2022 at 10:00 a.m. (Toronto time), or at such other time or place to which the Meeting may be postponed or adjourned, for the purposes set forth in the Notice of Meeting accompanying this Circular (the “ Notice ”) by Zoom videoconference (and will be deemed to be held at the registered office of the Corporation pursuant to the Corporation’s by-laws) at the following link https://gowlingwlgca.zoom.us/j/84871133078?pwd=bVNNY1V1bHNpcXc2SWh5ZVZRR01DZz09, Password: 696017.

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other means of electronic communication. The Corporation will pay reasonable expenses of persons who are the registered but not beneficial owners of Common Shares for forwarding copies of the Notice, Instrument of Proxy (as hereinafter defined), Circular and related material to beneficial owners.

Accompanying this Circular (and filed with applicable securities regulatory authorities) is a form of proxy for use at the Meeting (the “ Instrument of Proxy ”). Each Shareholder who is entitled to attend at Shareholders’ meetings is encouraged to participate in the Meeting via Zoom videoconference and Shareholders are urged to vote on matters to be considered by proxy.

All Shareholders must vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Circular accompanying this Notice.

Appointment, Time for Deposit and Revocation of Proxies

Appointment of a Proxy

Those Shareholders who wish to be represented at the Meeting by proxy must complete and deliver a proper form of proxy to the Proxy Department of TSX Trust Company at 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1 (the “ Transfer Agent ” ) . As an alternative to completing and submitting a proxy for use at the Meeting, a Shareholder may vote electronically on the internet at www.voteproxyonline.com or by fax by submitting the proxy form to the Transfer Agent at (416) 595-9593. Votes cast electronically or by fax are in all respects equivalent to, and will be treated in the same manner as, votes cast via a paper Instrument of Proxy. Shareholders who wish to vote using internet or by fax should follow the instructions provided in the enclosed Instrument of Proxy. Votes cast electronically or by fax must be submitted no later than 10:00 a.m. (Toronto time) on February 3, 2022 or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, before any adjournment or postponement of the Meeting.

The persons named as proxyholders in the Instrument of Proxy accompanying this Circular are directors or officers of the Corporation and are representatives of the Corporation’s management for the Meeting. A Shareholder who wishes to appoint some other person (who need not be a Shareholder) as his, her or its representative at the Meeting may do so by either: (i) crossing out the names of the management nominees AND legibly printing the other person’s name in the blank space provided in the accompanying Instrument of Proxy; or (ii) completing another valid form of proxy. In either case, the completed form of proxy must be delivered to the Proxy Department of TSX Trust Company, at the place and within the time specified herein for the deposit of proxies. A Shareholder who appoints a proxy who is someone other than the management representatives named in the Instrument of Proxy should notify the nominee of the appointment, obtain the nominee’s consent to act as proxy, and provide instructions on how Common Shares are to be voted. The nominee

should bring personal identification 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).

In order to validly appoint a proxy, Instruments of Proxy must be received by the Proxy Department of the Transfer Agent at 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1 at least 48 hours, excluding Saturdays, Sundays and statutory holidays in the City of Toronto, prior to the time of the Meeting or any adjournment thereof. After such time, the chair of the Meeting may accept or reject a form of proxy delivered to him or her in his or her discretion but is under no obligation to accept or reject any particular late Instrument of Proxy.

Non-Registered Holders

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold Common Shares in their own name and thus are considered non-registered beneficial shareholders. Only registered holders of Common Shares or the persons they appoint as their proxyholder are permitted to vote at the Meeting. However, in many cases, Common Shares beneficially owned by a person (a “ Non-Registered Holder ”) are registered either: (i) in the name of an intermediary (an “ Intermediary ”) (including, among others, banks, trust companies, securities dealers, brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs, TFSAs and similar plans) that the Non-Registered Holder deals with in respect of the Common Shares; or (ii) in the name of a clearing agency (such as the Canadian Depository for Securities Limited) of which the Intermediary is a participant. Non-Registered Holders should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. In accordance with the requirements of the Canadian Securities Administrators (the “ CSA ”), the Corporation will have distributed copies of the Notice, the Circular and the enclosed Instrument of Proxy to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders. If you are a Non-Registered Holder, your Intermediary will be the entity legally entitled to vote your Common Shares at the Meeting. Common Shares held by an Intermediary can only be voted upon the instructions of the Non-Registered Holder. Without specific instructions, Intermediaries are prohibited from voting Common Shares.

Applicable regulatory policy requires Intermediaries to seek voting instructions from Non-Registered Holders in advance of the Meeting. Often, the form of proxy supplied to a Non-Registered Holder by its Intermediary is identical to the form of proxy provided to registered Shareholders; however, its purpose is limited to instructing the registered Shareholder how to vote on behalf of the Non-Registered Holder. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”). Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. The Non-Registered Holder is requested to complete and return the voting instruction form to Broadridge by mail or facsimile. Alternatively, the Non-Registered Holder may call a toll-free telephone number or access the internet to provide instructions regarding the voting of Common Shares held by the Non-Registered Holder. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Non-Registered Holder receiving a voting instruction form cannot use that voting instruction form to vote Common Shares directly at the Meeting, as the voting instruction form must be returned as directed by Broadridge well in advance of the Meeting in order to have such Common Shares voted.

Non-Registered Holders should ensure that instructions respecting the voting of their Common Shares are communicated in a timely manner and in accordance with the instructions provided by their Intermediary or Broadridge, as applicable. Every Intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Non-Registered Holders in order to ensure that their Common Shares are voted at the Meeting.

Although a Non-Registered Holder may not be recognized directly at the Meeting for the purpose of voting Common Shares registered in the name of their Intermediary, a Non-Registered Holder may attend the Meeting as proxyholder for the Intermediary and vote the Common Shares by proxy in that capacity. Non-Registered Holders who wish to attend the Meeting and indirectly vote their Common Shares as a proxyholder, should enter their own names in the blank space on the Instrument of Proxy or voting instruction form provided to them by their Intermediary and/or Broadridge, as applicable, and return the same in accordance with the instructions provided by their Intermediary and/or Broadridge, as applicable, well in advance of the Meeting.

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

The purpose of the above-noted procedures is to permit Non-Registered Holders to direct the voting of the Common Shares that they beneficially own. Non-Registered Holders should carefully follow the instructions and procedures of their

Intermediary or Broadridge, as applicable, including those regarding when and where the Instrument of Proxy or voting instruction form is to be delivered.

Pursuant to National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54101 ”) the Corporation is distributing copies of proxy-related materials in connection with the Meeting indirectly to nonobjecting beneficial owners of Common Shares. The Corporation is not relying on the notice and access delivery procedures to distribute copies of proxy-related materials in connection with the Meeting. The Corporation will pay the reasonable costs of Intermediaries to deliver copies of the proxy-related materials to objecting beneficial owners.

Revoking a Proxy

A Shareholder who has validly given a proxy may revoke it for any matter upon which a vote has not already been cast by the proxyholder appointed in the proxy. In addition to revocation in any other manner permitted by law, a proxy may be revoked with an instrument in writing signed and delivered to either the offices the Corporation’s Transfer Agent at 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof at which the proxy is to be used, or deposited with the chair of the Meeting on the day of the Meeting, or any adjournment thereof. The document used to revoke a proxy must be in writing and completed and signed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

Signature on Proxies

The Instrument of Proxy must be executed by the Shareholder or his or her duly appointed attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer whose title must be indicated. An Instrument of Proxy signed by a person acting as attorney or in some other representative capacity should indicate that person’s capacity (following his or her signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with the Corporation).

Voting of Proxies

Each Shareholder may instruct his, her or its proxyholder on how to vote his, her or its Common Shares by completing the blanks on the Instrument of Proxy. Common Shares represented by the enclosed Instrument of Proxy will be voted or withheld from voting on any motion, by ballot or otherwise, in accordance with any indicated instructions. In the absence of such direction, such Common Shares will be voted IN FAVOUR OF PASSING THE RESOLUTIONS DESCRIBED IN THE INSTRUMENT OF PROXY AND BELOW. If any amendment or variation to the matters identified in the Notice is proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment or postponement thereof, the accompanying Instrument of Proxy confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the appointed proxyholder. As at the date of this Circular, the management of the Corporation knows of no such amendments or variations or other matters to come before the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Shareholders of record as of December 29, 2021 (the “ Record Date ”) are entitled to receive notice and attend and vote at the Meeting. As at the Record Date, the Corporation had 5,000,000 issued and outstanding Common Shares, fully paid and nonassessable. Each Common Share entitles the holder to one vote in respect of any matter that may come before the Meeting.

To the knowledge of the directors and senior officers of the Corporation, as at the Effective Date, Yaniv Bresler beneficially owned, directly or indirectly or exercised control or direction over more than 10% of the issued and outstanding Common Shares.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No directors or officers of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any one of them, is or was indebted, directly or indirectly, to the Corporation or its subsidiaries at any time from the date of incorporation of the Corporation to the date hereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed in this Circular, no director or officer of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any other insider of the Corporation, nor any associate or affiliate of any one of them, has or has had, at any time from the date of incorporation of the Corporation to the date hereof, any material interest, direct or indirect, in any transaction or proposed transaction that has materially affected or would materially affect the Corporation.

INTEREST OF DIRECTORS AND OFFICERS IN MATTERS TO BE ACTED UPON

Except as disclosed in this Circular, no director or senior officer of the Corporation, nor any proposed nominee for election as a director of the Corporation, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.

EXECUTIVE COMPENSATION

The following disclosure of compensation earned by certain executive officers and directors of the Corporation in connection with their office or employment with the Corporation is made in accordance with the requirements of National Instrument 51102 - Continuous Disclosure Obligations. Disclosure is required to be made in relation to “ Named Executive Officers ”, being those individuals who served as the Chief Executive Officer, Chief Financial Officer and each of the Corporation's three most highly compensated executive officers, other than the Chief Executive Officer and Chief Financial Officer, whose total compensation was, individually, more than $150,000 for the financial year.

Compensation Discussion and Analysis

All capitalized terms used herein shall have the meaning ascribed thereto in the CPC Policy, unless otherwise defined herein. Section 7.2 of the CPC Policy provides that until the completion of the Qualifying Transaction, no payment of any kind may be made, directly or indirectly, by a CPC to a Non-Arm’s Length Party of the CPC or a Non-Arm’s Length Party to the Qualifying Transaction, or to any person engaged in Investor Relations Activities in respect of the CPC or the securities of the CPC or any Resulting Issuer by any means including, (a) remuneration, which includes, but is not limited to: salaries, consulting fees, management contract fees or directors’ fees, finder’s fees, loans, advances, bonuses; and (b) deposits and similar payments.

The only compensation that is permitted to the directors, officers, employees and consultants of the Corporation, so long as it is a CPC, is the granting of incentive stock options. The objective and purpose of any incentive stock options is to encourage the Corporation's officers and directors to find a Qualifying Transaction that is in the best interest of the Shareholders. If a Qualifying Transaction is not successfully completed, or if one is completed that does not increase the value of the Common Shares during the term of the incentive stock option, the directors and officers will receive no benefit, or very little benefit, from any incentive stock options. The Corporation has reserved 460,000 Common Shares for stock options issued to its directors and officers. See “ Option Plan ”.

Notwithstanding the above, the Corporation may reimburse Non-Arm’s Length Parties for the Corporation’s reasonable allocation of rent, secretarial services and other general administrative expenses, at fair market value (“ Permitted Reimbursement ”). No reimbursement may be made for any payment made to lease or buy a vehicle. In addition, no payment, other than the Permitted Reimbursements, will be made by the Corporation or by any party on behalf of the Corporation, after Completion of the Qualifying Transaction, if the payment relates to services rendered or obligations incurred or in connection with the Qualifying Transaction.

A Non-Arm’s Length Party under TSX Venture Exchange (“ TSXV ”) Policy 1.1 - Interpretation (“ Policy 1.1 ”) in relation to the Corporation, includes: a Promoter, officer, director, other Insider or Control Person of the Corporation and any Associates or Affiliates of any such persons; or another entity or an Affiliate of that entity, if that entity or its Affiliate have the same Promoter, officer, director, Insider or Control Person as the Corporation. The foregoing capitalized terms not otherwise defined herein are defined in Policy 1.1.

Director and Named Executive Officer Compensation

In accordance with the CPC Policy, no compensation in the form of a salary, consulting fee, retainer, commission, bonus, committee fee, or meeting fee has been paid to or earned by any director or NEO for the period from incorporation to the date hereof.

Following the completion of a Qualifying Transaction by the Corporation, if any, it is anticipated that the Corporation will pay compensation to its directors and officers in accordance with industry standards, depending on the nature and size of the particular business that the Corporation acquires in connection with any Qualifying Transaction that it may complete.

Compensation Securities

The officers and directors of the Corporation have been granted a total of 460,000 options, each option, exercisable into one Common Share at an exercise price of $0.10 per Common Share and expiring on December 22, 2030.

Compensation Securities

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

Number of
compensation Closing Closing
securities, price of price of
number of Issue, security or security or
Type of underlying conversion underlying underlying
compensa- securities, and Date of or exercise security on security at
tion percentage of issue or price date of grant year end
Name and position security class (#) grant ($) ($) ($) Expiry Date
Yaniv Bresler Stock 115,000 December $0.10 - - December
Chairman, Chief Option 22, 2020 22, 2030
Executive Officer,
Secretary and
Director
Sophie Galper- Stock 115,000 December $0.10 - - December
Komet Option 22, 2020 22, 2030
Chief Financial
Officer and
Director
Jason Saltzman Stock 115,000 December $0.10 - - December
Director Option 22, 2020 22, 2030
Jared Adelstein Stock 115,000 December $0.10 - - December
Director Option 22, 2020 22, 2030
----- End of picture text -----

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth the securities of the Corporation that are authorized for issuance under the equity compensation plans as at date hereof.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by securityholders	Nil	Nil	Nil
Equity compensation plans not approved by securityholders(1)	460,000	0.10	Nil

Notes:

(1) Options granted in accordance with the CPC Policy and did not require Shareholder approval.

Pension and Other Benefit Plans

The Corporation has no pension or other benefit plans currently in place.

Termination of Employment, Change in Responsibilities and Employment Contracts

Other than as set forth herein, the Corporation did not pay any other compensation to the Named Executive Officers or directors (including personal benefits and securities or properties paid or distributed which compensation was not offered on the same terms to all full-time employees) during the last completed fiscal year other than benefits and perquisites which did not amount to $10,000 or greater per individual.

Other Compensation

Option Plan

The Corporation has adopted a stock option plan dated August 10, 2020 (the “ Option Plan ”), which permits the board of directors of the Corporation (the “ Board ”) to grant options to purchase up to ten percent (10%) of the issued number of Common Shares outstanding at the date of the grant. As of the Effective Date, the Option Plan is the Corporation’s only equity compensation plan. As of the Effective Date, the Corporation has granted 460,000 options to purchase Common Shares of the Corporation.

The Option Plan provides for the grant of options to purchase Common Shares to eligible directors, officers, employees and consultants of the Corporation or any of its affiliates. The number of Common Shares reserved for issuance pursuant to options granted to any one optionee, other than a consultant, shall not, within any 12 month period, exceed 5% of the total number of Common Shares then issued and outstanding unless disinterested shareholder approval is obtained. The number of Common Shares issuable to any insider and such insiders’ associates pursuant to options granted under the Option Plan and all other security based compensation arrangements of the Corporation shall not, at any time, exceed 10% of the total number of Common Shares then issued and outstanding, unless disinterested shareholder approval is obtained. The number of Common Shares issued to insiders and such insiders’ associates pursuant to the Option Plan and all other security based compensation arrangements shall not, within any 12 month period, exceed 10% of the total number of Common Shares then issued and outstanding, unless disinterested shareholder approval is obtained. The number of Common Shares issued to any one consultant shall not, within any 12 month period, exceed 2% of the total number of Common Shares then issued and outstanding. The number of Common Shares issued to all persons engaged to conduct investor relations activities shall not, within any 12 month period, exceed 2% of the total number of Common Shares then issued and outstanding.

Options may be exercisable for up to 10 years from the date of grant, but the Board has the discretion to grant options that are exercisable for a shorter period. Unless otherwise determined by the Board every option awarded will be subject to certain vesting provisions in accordance with the terms of the Option Plan. Options under the Option Plan are non-assignable. Options may be exercised the greater of 12 months after the completion of the Qualifying Transaction and 90 days following cessation of the optionee's position with the Corporation, provided that if the cessation of office, directorship, or technical consulting 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. In the event an optionee is terminated for cause, any outstanding options granted to such optionee will be automatically terminated on the date of cessation of the optionee's position with the Corporation. In the event an optionee retires, resigns or is terminated for other than cause, any outstanding options granted to such optionee may be exercised for a period of up to one year (or until the normal expiry date of the options, if earlier) following cessation of the optionee's position with the Corporation. In the event an optionee becomes disabled and is unable to continue in their position with the Corporation, any outstanding options granted to such optionee may be exercised for a period of up to one year (or until the normal expiry date of the options, if earlier) following cessation of the optionee's position with the Corporation due to the disability. In the event of death of an optionee, any outstanding options granted to such optionee may be exercised within a maximum period of one year after such death, subject to the expiry date of such option. In the event that the optionee is engaged to provide Investor Relations Activities (as defined in the policies of the TSXV) and such optionee ceases to be so engaged, other than by reason of death, the expiry date of the option will not exceed the 30th day following the termination date.

AUDIT COMMITTEE

Under National Instrument 52-110 - Audit Committees (“ NI 52-110 ”), the Corporation is required to include in this Circular the disclosure required under Form 52-110F2 with respect to the audit committee (the “ Audit Committee ”) of the Board,

including the composition of the Audit Committee, the text of the Audit Committee charter (attached hereto as Schedule “ A ”), and the fees paid to the external auditor.

Composition of the Audit Committee

The following are the current members of the Audit Committee:

Name	Independence	Financial Literacy
Sophie Galper-Komet	Not Independent	Financially Literate
Jason Saltzman	Not Independent	Financially Literate
Jared Adelstein	Independent	Financially Literate

Relevant Education and Experience

Sophie Galper-Komet – Chief Financial Officer and Director

Ms. Sophie Galper-Komet is a seasoned financial expert and a strategy consultant with broad experience in the corporate public and start-up arenas. With over 20 years of experience working on different angles of capital markets and private equity, her expertise in developing diverse funding solutions to corporate issuers includes initial public offerings, bond offerings, M&A and private equity transactions. Ms. Galper-Komet is intimately involved with several mature and public companies as well as tech start-ups. In 2014, Ms. Galper-Komet moved from Tel Aviv to Toronto and established a framework of cross border business development and investment banking initiatives between both cities. Her experience and past activities range from financial research through underwriting and brokerage to business development and investment banking including distress equities and special situations. Currently she serves as a Chief Executive Officer of BST Canada Ltd. - a fast growing Real Estate Investment company in Canada. Ms. Galper-Komet is a professional director of the board of public companies and financial institutions including a chair of several board committees. She has served as a board member with 12 companies within various industries, including development, construction, print/paper products, fuel, and consulting and financial services, with an accumulative market/asset value of over 20 billion dollars. Ms. Galper-Komet holds an MBA in Finance and Accounting and a BA in Economics and Psychology from Tel Aviv University (TAU).

Jason Saltzman - Director

Mr. Jason Saltzman is a partner in Gowling WLG (Canada) LLP’s Toronto office practicing corporate finance and securities law, with an emphasis on securities offerings, mergers and acquisitions, private equity and venture capital transactions, corporate governance and securities registration and compliance matters. He has taken numerous companies public on the TSX, TSX Venture Exchange and the Canadian Securities Exchange by IPO, reverse takeover, capital pool transactions and direct listings. Mr. Saltzman served two terms on the Ontario Securities Commission’s Small and Medium Enterprises Advisory Committee from 2014 to 2017. Mr. Saltzman is a co-leader of Gowling WLG’s Israel Desk and he is Vice President and a member of the Board of the Canada-Israel Chamber of Commerce. Mr. Saltzman is Corporate Secretary of Sol Cuisine Ltd. (VEG – TSXV) and is a member of the Board of A-Labs Capital V Corp. (ALBA.P – TSXV), a capital pool corporation that has not yet completed its initial public offering. Mr. Saltzman rejoined Gowling WLG (Canada) LLP as a partner in February 2017 after serving as a partner of Dentons Canada LLP from September 2013 to February 2017. Mr. Saltzman holds a LLB from Osgoode Hall Law School and a BA in Political Science from Western University.

Jared Adelstein - Director

Mr. Jared Adelstein currently acts as a consultant for an exempt market dealer, Amuka Capital Corp. He previously held roles with multiple boutique investment banks in Toronto advising on both public and private transactions. Mr. Adelstein has experience executing IPOs, RTOs, private placements of both debt & equity, and M&A as well as a comprehensive background in performing in-depth due diligence. He holds an honours Mathematics degree (BMath) from the University of Waterloo and a finance-focused Business Administration degree (BBA) from the Lazaridis School of Business and Economics at Wilfrid Laurier University.

Promoters

Yaniv Bresler is considered to be a Promoter of the Corporation in that he took the initiative in founding and organizing the Corporation.

Audit Committee Oversight

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

Reliance on Certain Exemptions

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

The Corporation is relying on the exemption provided in Section 6.1 of NI 52-110 as the Corporation is a “venture issuer”.

Audit Committee Charter

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in Schedule “ A ” attached hereto.

External Auditor Service Fees (By Category)

The following table provides details in respect of audit, audit related, tax and other fees billed by the Corporation’s external auditor in each of the last two financial years:

Nature of Services Audit Fees(1) Audit-Related Fees(2) Tax Fees(3) All Other Fees(4) Total	Fees paid to external auditor during financialyear December 31, 2021 $7,258 $nil $nil $508 $7,766	Fees paid to external auditor during financialyear ended December 31, 2020
		$8,193 $1,648 $nil $688 $10,529

Notes:

(1) Includes fees billed for professional services rendered by the auditor for the audit of the Corporation’s annual financial statements, and any reviews of the Corporation’s unaudited interim financial statements.

(2) Includes fees billed for professional services rendered by the auditor consisting of employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews, review of subsidiary financials, and audit or attestation services not required by legislation or regulation.

(3) Includes fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

No other fees were billed by the auditor of the Corporation other than those listed in the other columns.

CORPORATE GOVERNANCE

The Board assumes overall responsibility for the direction of the Corporation through its delegation to senior management and through the ongoing function of the Board and its committees, as applicable. The sole business activity of the Corporation to date has been the identification of a potential qualifying transaction.

There are four directors on the Board, of which Yaniv Bresler, Sophie Galper-Komet and Jason Saltzman are not independent directors; Jared Adelstein is an independent director.

QUALIFYING TRANSACTION

The Corporation entered into a letter of intent dated July 15, 2021, as amended (the “ Letter of Intent ”) with Message Notify Ltd. d/b/a SuperBuzz (“ SuperBuzz ”) in respect of a proposed transaction whereby the Corporation will acquire all of the issued and outstanding shares of SuperBuzz, and SuperBuzz will become a wholly owned subsidiary of the Corporation, pursuant to which the Corporation will file Articles of Amendment to change its name to “SuperBuzz Inc.” (the “ Resulting Issuer ”). If completed, the Transaction is intended to constitute the “ Qualifying Transaction ” of the Corporation under the CPC Policy of the TSX Venture Exchange (the “ TSXV ”). All references herein to the “Resulting Issuer” refer to the Corporation after completion of the Transaction.

SHAREHOLDERS ARE NOT REQUIRED TO APPROVE THE TRANSACTION. However, the Transaction is very important to the Corporation and certain matters to be considered at the Meeting are necessary in order to prepare the Corporation to complete the Transaction. Full details regarding SuperBuzz and the Transaction will be disclosed by the Corporation in a non-offering prosectus (the “ Prospectus ”) to be prepared and filed under the CPC Policy. The Prospectus will be posted on SEDAR at www.sedar.com prior to completion of the Transaction. Management of the Corporation will endeavour to file the Prospectus on SEDAR as quickly as possible, but the posting thereof and the detailed press release to be issued by the Corporation in conjunction therewith may not occur until on or about the date of the Meeting or thereafter. Shareholders are urged to review the press releases issued by the Corporation on July 20, 2021 and December 22, 2020 announcing the proposed Transaction and the Prospectus of the Corporation when filed on SEDAR as they contain important disclosure regarding the Resulting Issuer and the Transaction.

Subject to receipt of all approvals, including from the TSXV, the Transaction is anticipated to close during the second quarter of 2022. Certain of the resolutions sought to be passed by the Shareholders at the Meeting will be conditions to the completion of the Transaction. Failure to pass these resolutions could impede or prevent the completion of the Transaction.

MATTERS TO BE CONSIDERED AT THE MEETING

To the knowledge of the Board, the only matters to be brought before the Meeting are set forth in the accompanying Notice of Meeting. These matters are described in more detail under the headings below.

1. Election of Directors

Shareholders will be asked to elect the four directors to the Board set out in the table below. If elected, each such director (the “ Nominees ”) will be elected to hold office effective until the earlier of: (a) the next annual meeting of shareholders of the Corporation, (b) the completion of the Transaction, or (c) his/her successor is duly elected or appointed in accordance with the Business Corporations Act (Ontario) and the By-Laws of the Corporation, unless his/her office is vacated earlier.

Voting for the election of the below named directors comprising the Nominees will be conducted on an individual, and not slate basis. Shareholders can vote for all of the Nominees set forth herein, vote for some of them and withhold for others, or withhold for all of them. It is the intention of the management designees, if named as proxy, to vote FOR the election of said persons to the board of directors.

The following is a brief description of the Nominees proposed, including their principal occupation for the past five (5) years, all positions and offices with the Corporation held by them and the number of Common Shares that they have advised are beneficially owned, directly or indirectly, by them or over which control or direction is exercised by them, as at the Record Date.

Name Municipality of Residence	Position and Office	Director or Officer Since	Principal Occupations for the Past 5 Years	Common Shares Beneficially Owned Directly or Indirectly
Yaniv Bresler Tel Aviv, Israel	Chairman, Chief Executive Officer, Secretary and Director	November, 2020	Self-Employed Businessperson	1,700,000
Sophie Galper-Komet Toronto, Ontario	Chief Financial Officer and Director	November, 2020	Chief Executive Officer of BST Canada Ltd.	100,000

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Jared Adelstein Director November, 2020 Vice-President, 100,000
Toronto, Ontario Investment Banking of
Amuka Capital Corp.
Jason Saltzman Director November, 2020 Partner, Gowling WLG 100,000
Toronto, Ontario (Canada) LLP -February
2017 – Present;
Partner, Dentons Canada
LLP September 2013 –
February 2017
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No director, officer, Insider or Promoter or a shareholder holding a sufficient number of securities to affect materially the control of the Corporation is, or within 10 years before the date of the Circular, has been, a director, officer, Insider or Promoter of any other issuer that, while that person was acting in that capacity, was the subject of a cease trade or similar order, or an order that denied such issuer access to any statutory exemptions for a period of more than 30 consecutive days or 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.

None of the proposed directors described above is, as at the date hereof, or has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR all four of the Nominees as set forth above and therein. The Corporation does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed Nominees do not stand for election or are unable to serve as such, proxies held by the persons designated as proxyholders in the accompanying Instrument of Proxy will be voted for another nominee in their discretion unless the Shareholder has specified in his or her form Instrument of Proxy that his or her Common Shares are to be withheld from voting in the election of directors. Each director elected will hold office effective until the earlier of: (a) the next annual general meeting of the Corporation; (b) the completion of the Transaction; or (c) his/her successor is duly elected or appointed in accordance with the Business Corporations Act (Ontario) and the By-Laws of the Corporation, unless his/her office is vacated earlier.

Other Current Reporting Issuer Experience

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Name of Director, Name of Reporting Name of Exchange or
Officer or Promoter Issuer Market Position Term From – To
Yaniv Bresler Athlone Investments Tel Aviv Stock Corporate Secretary November 2012 to
Exchange December 2014
Cann-Is Capital Corp. TSX-V Corporate Secretary and October 2018 to July
Director 2020
Sophie Galper-Komet B. Yair Construction Tel Aviv Stock Director May 2011 to May 2020
Company Ltd Exchange
Ordea Print Ltd. Tel Aviv Stock Director January 2014 to March
Exchange 2020
Vonetize Ltd. Tel Aviv Stock Director August 2016 to April
Exchange 2019
Tefen Ltd. Tel Aviv Stock Director January 2012 to July
Exchange 2018
Mishorim Development Tel Aviv Stock Director November 2011 to
Company Ltd. Exchange December 2016
Bitfarms Ltd. Tel Aviv Stock Director February 2019 to June
Exchange 2020
Jason Saltzman Adcore Inc. TSX-V and TSX Director May 2019 to July 2021
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Name of Director, Name of Reporting Name of Exchange or
Officer or Promoter Issuer Market Position Term From – To
A-Labs Capital V Corp. TSX-V Director January 2020 to Present
Sol Cuisine Ltd. TSX-V Corporate Secretary May 2021 to Present
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2. Election of Post-Transaction Directors

In connection with the Transaction, it is desirable to elect directors of the Corporation to serve from the effective time of the Transaction (the “ Change of Board Time ”) until the close of the next annual meeting of Shareholders of the Corporation or until their successors are elected or appointed (the “ New Nominees ”).

It is a condition to the completion of the Transaction that the New Nominees, comprised of five (5) individuals, to be determined by the Corporation and SuperBuzz, be elected, effective at the Change of Board Time, as directors of the Resulting Issuer.

At the time of the Meeting, the Transaction will not yet have been completed and there can be no assurance at that time that it will be completed.

Voting for the election of the below named directors comprising the New Nominees will be conducted on an individual, and not slate basis. Shareholders can vote for all of the proposed directors set forth herein, vote for some of them and withhold for others, or withhold for all of them. It is the intention of the management designees, if named as proxy, to vote FOR the election of said persons to the board of directors.

See below for detailed information concerning the New Nominees.

New Nominees

The following table sets forth the name of each of the persons proposed to be nominated for election as a director of the Corporation as part of the New Nominees, all positions and offices in the Corporation presently held by such nominees, the nominees’ municipality and country of residence, principal occupation within the five preceding years, the period during which the nominees have served as directors, and the number and percentage of Common Shares beneficially owned by the nominees, directly or indirectly, or over which control or direction is exercised.

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Number and Percentage of
Common Shares Beneficially
Owned or Controlled upon
Position to be held with the Principal Occupations for the completion of the
Name and Place of Residence Corporation Past 5 Years Transaction
Liran Brenner Chief Executive Officer and Chief Executive Officer, 2,586,175
Tel Aviv, Israel Director SuperBuzz
Nahum Segal Director CEO of Segal Group 2,586,175
Tel Aviv, Israel
Dror Erez Director Founder and CEO of Conduit 8,113,504
Tel Aviv, Israel
Tzafrir Peles Director Consultant Nil
Tel Aviv, Israel
Sophie Galper-Komet Director Chief Executive Officer of 100,000
Toronto, Ontario BST Canada Ltd.
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Biographical information regarding the New Nominees is set out below.

For biographical information of Sophie Galper-Komet, see “ Audit Committee – Relevant Education and Experience ”.

Liran Brenner, Chief Executive Officer and Director

Liran Brenner is a senior Software engineer with more than 30 years of experience in developing, managing, and leading companies. Liran started his career in the hi-tech world at the age of 17, working as a software engineer and later joining ICQ,

a world leader in instant messaging, which, in 1998, achieved a record number of 100M installations worldwide and was later sold to AOL for USD$400M. Following ICQ, Liran founded WhiteSmoke, a market leader in English correction tools. In 2012, WhiteSmoke went public and attained more than 120M installations worldwide. Following WhiteSmoke, Liran developed and sold Unique RTB (Real-Time-Bidder) technology to one of Israeli’s top AdTech providers. Liran founded SuperBuzz in 2018 in order to pioneer the development of autonomous marketing technology, with the vision of replacing the marketing team and harnessing the power of machine learning to achieve better than ever performance and revenues.

Nahum Segal, Director

Mr. Segal serves as the CEO of the Segal Group, an investment firm with real estate holdings all over Europe, as well as investments in Israel’s booming high-tech sector, based in Ramat Gan, Israel. Mr. Segal also serves as the chairman at Connections, an investment firm specializing in raising capital for Israel’s high-tech sector. From 2015-2020, Mr. Segal served as a director of Zikural, a premier financial services and lending company. Mr. Segal holds a bachelor’s degree in business administration and a master’s degree in Law from the College of Law and Business in Ramat Gan, Israel.

Dror Erez, Director

Dror Erez was the founder and CTO of Conduit, one of Israel’s largest Internet companies. Prior to founding Conduit, Mr. Erez co-founded Effective–i, a learning system that categorized, organized, and delivered information to shorten search cycles within an enterprise. Mr. Erez currently advises start-up companies in the areas of AdTech, software-as-a-service (SaaS), and cloud technologies. He holds a B.A. in Physics and Computers from Bar Ilan University.

Tzafrir Peles, Director

Mr. Peles graduated in 2000 with an MBA from the Zicklin School of Business, Baruch College, CUNY, in New York City. Since graduation, Mr. Peles has held various managerial positions in global digital advertising companies, including three successful stints as CEO of various companies. Mr. Peles was the co-Founder and co-CEO of DMG, where he led the spinoff of an online marketing team into a separate digital, technology focused advertising firm. Mr. Peles was the driving force behind the move, which resulted in annual revenue of USD $50,000,000 for DMG. Mr. Peles combines deep understanding of the digital advertising and Ad-Tech sector, including hands-on experience, with broad managerial, sales and business development background. Prior to his career in digital advertising, Mr. Peles served as Major in an elite unit of the combat engineering troops of the Israel Defence Forces. Mr. Peles currently serves as an active consultant to various organizations in the fields of digital advertising and technology as well as innovation and business development.

Corporate Cease Trade Orders, Bankruptcies and Penalties

Other than as disclosed below, no proposed director of the Resulting Issuer upon completion of the Transaction as at the Effective Date is, or has been within the past 10 years prior to the Effective Date, a director, officer or promoter of any other issuer that, while such person was acting in that capacity, was (a) the subject of a cease trade or similar order or an order that denied the issuer access to any exemptions under applicable securities law for a period of more than 30 consecutive days that was issued while the proposed director was acting as director, chief executive officer or chief financial officer, or (b) was declared 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 person.

As a director and owner of KeyDownload Ltd. (“ KeyDownload ”), Liran Brenner was a guarantor to government-backed loans from two banks, Bank Hapoalim and Bank Leumi, in the amounts of US$218,000 and US$30,000, which were used for KeyDownload’s operations. After three years of operations, KeyDownload ceased operations and Mr. Brenner was responsible for paying the outstanding amounts owing under the loans. Settlement agreements were reached within the frame of collection proceedings initiated against KeyDownloand and Mr. Brenner by Bank Hapo’alim and Bank Leumi, both of which were court approved. As of the date hereof, the remaining balance of the loans totals US$25,000. Certain lawsuits filed against KeyDownload and Mr. Brenner have been settled and paid in full: a settlement agreement in the amount of US$25,625 in connection with a lawsuit by Collect Media Collection Agency Ltd. was signed and approved by court; a settlement agreement in the amount of US$40,625 in connection with a lawsuit by Webtraffic LLC was signed and approved by court; a settlement agreement in the amount of US$13,556 in connection with a lawsuit by Guppy Games Inc. was signed and approved by court; a settlement agreement in the amount of US$11,749 in connection with a lawsuit by Geyron Ads S.L. was signed and approved by court; and a settlement agreement in the amount of US$46,875 in connection with a lawsuit by Taptica International Ltd. was signed and approved by court.

No proposed director of the Resulting Issuer upon completion of the Transaction as at the Effective Date is (or any personal holding company of any such individual) or has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR all five (5) of the directors as set forth above and therein. The Corporation does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies held by the persons designated as proxyholders in the accompanying Instrument of Proxy will be voted for another nominee in their discretion unless the Shareholder has specified in his or her form Instrument of Proxy that his or her Common Shares are to be withheld from voting in the election of directors. Each director elected as a New Nominee director will hold office from the Change of Board Time until the next annual meeting of Shareholders or until their successors are elected or appointed, all as the case may be, unless his or her office is earlier vacated in accordance with the articles and by-laws of the Corporation or the provisions of the Business Corporations Act (Ontario). If the Transaction is not completed, the current directors of the Corporation will continue to hold office until the next annual meeting of Shareholders or until their successors are elected or appointed.

3. Appointment of Auditors

It is proposed that MNP LLP, the current auditors of the Corporation, be reappointed as auditors of the Corporation at the Meeting. Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote for the reappointment of MNP LLP as the auditors of the Corporation to hold office until the next annual meeting of Shareholders, at a remuneration to be fixed by the directors. MNP LLP has been the Corporation’s auditors since November, 2020.

The Board unanimously recommends that Shareholders vote in favour of the reappointment of MNP LLP, and the authorization of the Board to fix their remuneration. To be adopted, this resolution is required to be passed by the affirmative vote of a majority of the votes cast at the Meeting.

The directors of the Corporation recommend that the Shareholders approve the auditors. It is intended that all management proxies received will be voted in favour of the approval of the auditors for the ensuing year, unless a proxy contains specific instructions to vote against such resolution.

4. Appointment of Post-Transaction Auditors

In connection with the Transaction, it is desirable to appoint Ziv Haft, Certified Public Accountants (Isr.), BDO Member Firm as the auditors of the Resulting Issuer to hold office until the next annual meeting of Shareholders, at a remuneration to be fixed by the directors. At the time of the Meeting, the Transaction will not yet have been completed and there can be no assurance at that time that it will be completed.

The Board unanimously recommends that Shareholders vote in favour of the appointment of Ziv Haft, Certified Public Accountants (Isr.), BDO Member Firm, and the authorization of the Board to fix their remuneration. To be adopted, this resolution is required to be passed by the affirmative vote of a majority of the votes cast at the Meeting.

5. Elimination of the Requirement to Complete a Qualifying Transaction Within 24 Months of Listing Date and Associated Consequences

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution in the form set forth below of disinterested Shareholders removing the applicability of section 14.13 of the CPC Policy to reflect the Updated CPC Policy, thereby removing the requirement of the Company to complete a Qualifying Transaction within 24 months of its date of listing on the TSXV (the “ Listing Date ”), and removing the associated consequences of not completing such requirement (the “ 24 Month Resolution ”).

Under the CPC Policy, if the Corporation fails to complete a Qualifying Transaction within 24 months of its Listing Date, it faces the consequences of either (i) having Common Shares delisted or suspended from the TSXV, or (ii) subject to the approval

of the majority of Shareholders, transferring the Common Shares to list on the NEX and cancelling certain seed Common Shares. The Updated CPC Policy eliminates the requirement for a Capital Pool Corporation, such as the Corporation, to complete a Qualifying Transaction within 24 months of the Listing Date and eliminates the associated consequences of not completing such requirement. The Corporation believes that the removal of the requirement to complete a Qualifying Transaction within 24 months of Listing Date, and the associated consequences of not completing such requirement, as exists under the CPC Policy, will put the Corporation in a better position to complete a Qualifying Transaction that will be beneficial to the Shareholders, the Corporation and the Resulting Issuer, by allowing increased flexibility to complete such a transaction. Further, this change will allow the Corporation to better withstand any potential volatility in the capital markets which was clearly evident in 2020 and 2021 with the COVID-19 pandemic.

The 24 Month Resolution requires disinterested shareholder approval. The following directors and officers, who in aggregate, hold or control, directly or indirectly, 2,000,000 Common shares, will be excluded from the vote: Yaniv Bresler, Sophie GalperKomet, Jared Adelstein and Jason Saltzman.

The Board recommends the adoption of the 24 Month Resolution. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, FOR the 24 Month Resolution.

The text of the 24 Month Resolution to be submitted to disinterested Shareholders at the Meeting is set forth below:

“BE IT RESOLVED THAT:

subject to the approval of the TSXV, the removal of the potential consequences of the Corporation failing to complete a Qualifying Transaction within 24 months after the date of listing of the Common Shares on the TSXV under the CPC Policy in accordance with the Updated CPC Policy, is hereby authorized, confirmed and approved; and
any director or officer of the Corporation, is hereby authorized and directed, for and in the name of and on behalf of the Corporation, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Corporation or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Corporation be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution.”

6. Amendments to the Escrow Agreement

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution of disinterested Shareholders in the form set out below (the “ Amended Escrow Agreement Resolution ”), allowing the Corporation to make certain amendments to the Corporation’s escrow agreement made as of December 22, 2020 (the “ Escrow Agreement ”) to reflect the Updated CPC Policy.

The Escrow Agreement was initially entered into under the CPC Policy and in the form of escrow agreement published by the TSXV as at June 14, 2010. The current Escrow Agreement imposes restrictive escrow conditions on the securities held by directors, officers and the holders of seed shares acquired prior to the completion of the Corporation’s IPO. For the Corporation, such securities are subject to restrictions on transfer until the competition of a Qualifying Transaction, after which such securities begin to be released over a 36-month period. Under the Updated CPC Policy and the new CPC Form of Escrow Agreement effective as at January 1, 2021, the Corporation’s escrowed securities will be subject to only an 18 month escrow release schedule, whereby 25% of the escrowed securities will be released from escrow on the date the TSXV issues a final bulletin for the Corporation’s Qualifying Transaction, and 25% of the escrowed securities will be released from escrow on each of the 6, 12 and 18 months following such date.

In addition, the Corporation wishes to amend the Escrow Agreement as follows to also reflect the Updated CPC Policy: (i) all options granted prior to the date the TSXV issues a final bulletin for the Corporation’s Qualifying Transaction and all Common Shares that were issued upon exercise of such options prior to such date will be released from escrow on such date, other than options that (a) were granted prior to the Corporation’s IPO with an exercise price that is less than the issue price of the Common Shares issued in the IPO and (b) any Common Shares that were issued pursuant to the exercise of such options, which will be released from escrow in accordance with the schedule set out above.

The Amended Escrow Agreement Resolution requires disinterested shareholder approval. All parties to the Escrow Agreement, who in aggregate, hold or control, directly or indirectly, 2,000,000 Common Shares, including the following directors and officers the Corporation, will be excluded from the vote: Yaniv Bresler, Sophie Galper-Komet, Jared Adelstein and Jason Saltzman.

If the Amended Escrow Agreement Resolution receives disinterested shareholder approval, the Corporation will work with the escrow agent to finalize the amendments and an amended escrow agreement (the “ New Escrow Agreement ”) which will replace the current Escrow Agreement, and this New Escrow Agreement will be filed on SEDAR. If not approved, the current Escrow Agreement will continue in full force and effect.

The Board recommends the adoption of the Amended Escrow Agreement Resolution. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, FOR the Amended Escrow Agreement Resolution.

The text of the Amended Escrow Agreement Resolution to be submitted to disinterested Shareholders at the Meeting is set forth below:

“BE IT RESOLVED THAT:

subject to the approval of the TSXV, the Corporation is authorized and approved to amend the Escrow Agreement to make the changes as are deemed necessary for the Escrow Agreement to reflect the Updated CPC Policy, including the changes to the escrow release schedule contained in the Updated CPC Policy; and
any director or officer of the Corporation, is hereby authorized and directed, for and in the name of and on behalf of the Corporation, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Corporation or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Corporation be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution.”

7. Permission to Pay Finder’s Fee or Commission to a Non-Arm’s Length Party

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution of disinterested Shareholders in the form set out below (the “ Non-Arm’s Length Party Resolution ”), permitting the Corporation to pay a finder’s fee or a commission to a Non-Arm’s Length party (as that term is defined in the Updated CPC Policy) to the Corporation upon completion of the Qualifying Transaction (as the term is defined in the Updated CPC Policy).

The Non-Arm’s Length Party Resolution requires disinterested shareholder approval. The following directors and officers, who in aggregate, hold or control, directly or indirectly, 2,000,000 Common shares, will be excluded from the vote: Yaniv Bresler, Sophie Galper-Komet, Jared Adelstein and Jason Saltzman.

The Board recommends the adoption of the Non-Arm’s Length Party Resolution. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, FOR the Non-Arm’s Length Party Resolution.

The text of the Non-Arm’s Length Party Resolution to be submitted to disinterested shareholders at the Meeting is set forth below:

“BE IT HEREBY RESOLVED:

subject to the approval of the TSXV, the Corporation is authorized and approved to pay a finder’s fee or commission to a Non-Arm’s length Party to the Corporation upon completion of the Qualifying Transaction (as that term is defined in the Updated CPC Policy) in accordance with the Updated CPC Policy; and
any director or officer of the Corporation, is hereby authorized and directed, for and in the name of and on behalf of the Corporation, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Corporation or otherwise, and to deliver, or cause to be

delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Corporation be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution.”

8. Amendment to the Stock Option Plan in accordance with the Updated CPC Policy

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution of disinterested Shareholders in the form set out below (the “ Amended Option Plan Resolution ”), permitting the Corporation to amend the Corporation’s Stock Option Plan (the “ Plan ”) to update it in accordance with the Updated CPC Policy.

Under the CPC Policy, the total number of common shares (the “ Shares ”) reserved for issuance under the Plan is limited to 10% of the shares of the Corporation outstanding as at the closing of the Corporation’s initial public offering completed on December 22, 2020. The Corporation wishes to amend the Plan, in accordance with the Updated CPC Policy, such that the total number of Shares of the Corporation reserved for issuance under the Plan may be 10% of Shares outstanding as at the date of grant of any stock option.

The Amended Option Plan Resolution requires disinterested shareholder approval. The following directors and officers, who in aggregate, hold or control, directly or indirectly, 2,000,000 Common shares, will be excluded from the vote: Yaniv Bresler, Sophie Galper-Komet, Jared Adelstein and Jason Saltzman.

The Board recommends the adoption of the Amended Option Plan Resolution. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, FOR the Amended Option Plan Resolution.

The text of the Amended Option Plan Resolution to be submitted to disinterested shareholders at the Meeting is set forth below :

“BE IT HEREBY RESOLVED:

subject to the approval of the TSXV, the Corporation is authorized and approved to amend the Corporation’s Stock Option Plan in accordance with the Updated CPC Policy; and
any director or officer of the Corporation, is hereby authorized and directed, for and in the name of and on behalf of the Corporation, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Corporation or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Corporation be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution.”

9. Adoption of a new Omnibus Equity Incentive Plan for the Resulting Issuer

At the Meeting, Shareholders will be asked to consider, and, if deemed appropriate, to pass an ordinary resolution of disinterested shareholders in the form set out below (the “ Resulting Issuer Equity Incentive Plan Resolution ”), approving a new omnibus equity incentive plan for the Resulting Issuer conditional on and effective upon the completion of the Qualifying Transaction in the form set out as Schedule “B” hereto (the “ Resulting Issuer Equity Incentive Plan ”).

The purpose of the Resulting Issuer Equity Incentive Plan is to advance the interests of the Resulting Issuer through the motivation, attraction and retention of key employees, consultants and directors of the Resulting Issuer and designated affiliates of the Resulting Issuer and to secure for the Resulting Issuer and the Shareholders of the Resulting Issuer the benefits inherent in the ownership of common shares of the Resulting Issuer (“ Resulting Issuer Shares ”) by key employees, consultants and directors of the Resulting Issuer and the designated affiliates of the Resulting Issuer through the granting of non- transferable options (" Options ") and restricted share units (" RSU s", and together with the Options, collectively, the " Awards ") to eligible participants under the Resulting Issuer Equity Incentive Plan.

The aggregate number of Resulting Issuer Shares reserved for issue under the Resulting Issuer Equity Incentive Plan may not exceed ten percent (10%) of the Resulting Issuer Shares outstanding from time to time. The Resulting Issuer Equity Incentive Plan is a "rolling" maximum share omnibus plan, and any increase or reduction in the number of outstanding Resulting Issuer Shares will result in an increase or reduction, respectively, in the number of Resulting Issuer Shares that are available to be issued under the Resulting Issuer Equity Incentive Plan.

The maximum number of Resulting Issuer Shares reserved for issue pursuant to Awards granted to participants who are insiders of the Resulting Issuer in any twelve (12) month period may not exceed, in the aggregate, ten percent (10%) of the number of Resulting Issuer Shares then outstanding, unless disinterested Shareholder approval is received therefor in accordance with the Updated CPC Policy. The maximum number of Resulting Issuer Shares reserved for issue pursuant to Awards granted under the Resulting Issuer Equity Incentive Plan to any one participant in any twelve (12) month period shall not exceed five percent (5%) of the number of Resulting Issuer Shares then outstanding, unless disinterested Shareholder approval is received therefor in accordance with the Updated CPC Policy. The maximum number of Resulting Issuer Shares reserved for issue under Awards granted to any one participant (other than a participant who is an eligible director or eligible employee) in any twelve (12) month period shall not exceed two percent (2%) of the number of Resulting Issuer Shares then outstanding.

A full copy of the Resulting Issuer Equity Incentive Plan is attached hereto as Schedule “B”.

The Resulting Issuer Equity Incentive Plan Resolution requires disinterested shareholder approval. The following directors and officers, who in aggregate, hold or control, directly or indirectly, 2,000,000 Common shares, will be excluded from the vote: Yaniv Bresler, Sophie Galper-Komet, Jared Adelstein and Jason Saltzman.

The Board recommends the adoption of the Resulting Issuer Equity Incentive Plan Resolution. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, FOR the Resulting Issuer Equity Incentive Plan Resolution.

The text of the Resulting Issuer Option Plan Resolution to be submitted to disinterested shareholders at the Meeting is set forth below:

“BE IT HEREBY RESOLVED:

subject to the approval of the TSXV, the Corporation is authorized and approved to adopt the Resulting Issuer Equity Incentive Plan as described in this Circular, and a copy of which is attached to this Circular as Schedule “B” conditional on and effective upon the completion of the Qualifying Transaction; and
any director or officer of the Corporation, is hereby authorized and directed, for and in the name of and on behalf of the Corporation, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Corporation or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Corporation be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution.”

10. Name Change

Upon completion of the Transaction, it is intended that the business of SuperBuzz as currently constituted, will be the business of the Corporation. In connection therewith, the Corporation intends to change its name to “SuperBuzz Inc.”, or such other name as the Board, in its sole discretion, deems appropriate (the “ Name Change ”). Management believes that the Name Change is in the best interests of the Corporation in order to reflect the change in its business activities. The Board will only take the steps necessary to change the Corporation’s name to “SuperBuzz Inc.” if the Transaction is successfully completed.

The Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, a special resolution authorizing the amendment of the articles of the Corporation to effect the Name Change. To pass, the special resolution requires the affirmative vote of not less than two-thirds (2/3) of the votes cast by the holders of Common Shares present at the Meeting by proxy. If the special resolution approving the Name Change is not approved, the Transaction may not proceed.

The complete text of the special resolution (the “ Name Change Resolution ”) to be placed before the Meeting authorizing the change of the name of the Corporation is as follows:

“ BE IT HEREBY RESOLVED as a special resolution of the Corporation that:

the articles of the Corporation are amended to change the name of the Corporation to “SuperBuzz Inc.” or such other name as the board of directors, in its sole discretion, deems appropriate and the Director appointed under the Business Corporations Act (Ontario) may permit;
any one director or officer be and is hereby authorized to send to the Director appointed under the Business Corporations Act (Ontario) Articles of Amendment of the Corporation in the prescribed form, and any one or more directors are hereby authorized to prepare, execute and file Articles of Amendment in the prescribed form in order to give effect to this special resolution and the Name Change, and to execute and deliver all such other deeds, documents and other writings and perform such other acts as may be necessary or desirable to give effect to this special resolution; and
notwithstanding approval of the shareholders of the Corporation as herein provided, the Board may, in its sole discretion, revoke the special resolution before it is acted upon without further approval of the shareholders of the Corporation.”

The Board unanimously recommends that Shareholders vote in favour of the Name Change Resolution. The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the Name Change Resolution.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on the SEDAR website at www.sedar.com. Financial information of the Corporation is provided in the comparative financial statements and management discussion and analysis of the Corporation for the most recently completed financial year, which are also available on SEDAR and will be sent by the Company to any Shareholder upon request.

BOARD APPROVAL

The contents of this Circular and the sending hereof to the Shareholders of the Corporation have been approved by the Board. DATED at Toronto, Ontario this 6[th] day of January, 2022.

(signed) “ Yaniv Bresler ” Yaniv Bresler Chief Executive Officer

SCHEDULE “A”

CROSS BORDER CAPITAL I INC. AUDIT COMMITTEE CHARTER

I. GENERAL

1. Mandate and Purpose of the Committee

The purpose of the Audit Committee (the “ Committee ” ) is to assist the board of directors (the “ Board ” ) of Cross Border Capital I Inc. (the “ Corporation ” ) in fulfilling its oversight responsibilities relating to:

(a) the integrity of the Corporation ’ s financial statements;
(b) the Corporation ’ s compliance with legal and regulatory requirements, as they relate to the Corporation ’ s financial statements;
(c) the qualifications, independence and performance of the external auditor;
(d) internal controls and disclosure controls;
(e) the performance of the Corporation ’ s internal audit function; and
(f) performing the additional duties set out in this Charter or otherwise delegated to the Committee by the Board

2. Authority of the Committee

(a) The Committee has the authority to:
(i) engage independent counsel and other advisors as it determines necessary to carry out its duties;
(ii) set and pay the compensation for any advisors employed by the Committee; and
(iii) communicate directly with the internal and external auditors.
(b) The Committee has the authority to delegate to individual members or subcommittees of the Committee.

II. PROCEDURAL MATTERS

1. Composition

The Committee will be composed of a minimum of 3 members.

2. Member Qualifications

(a) Every Committee member must be a director of the Corporation.
(b) At least one member of the Committee shall be “ independent ” , as that term is defined in National Instrument 52-110 – Audit Committees ( “ NI 52-110 ” ).

(c) Every Committee member must be “ financially literate ” as that term is defined in NI 52-110.
(d) At least one member of the Committee will have accounting or related financial management experience or expertise.

3. Member Appointment and Removal

Members of the Committee will hold office until the next annual meeting of the shareholders. Where a vacancy occurs at any time in the membership of the Committee, it may be filled by the Board on the recommendation of the Committee, and will be filled by the Board if the membership of the Committee falls below 3 directors.

4. Committee Structure and Operations

(a) Chair

The Board will appoint one member of the Committee to act as Chair of the Committee (the “ Chair ” ). The Chair may be removed at any time at the discretion of the Board. If in any year, the Board does not appoint a Chair, the incumbent Chair will continue in office until a successor is appointed. If the Chair is absent from any meeting, the Committee will select one of the other members of the Committee to preside at that meeting. The Chair will be considered a financial expert, having accounting or related financial management experience or expertise. Each successor to the Chair will be designated by the Board at least 3 months prior to the anticipated date of retirement of the Chair.

(b) Meetings

The Chair will be responsible for developing and setting the agenda for Committee meetings. The Committee will meet at least 4 times per year and as many additional times as the Committee deems necessary to carry out its duties.

(c)

Notice

(i) Notice of the time and place of every meeting will be given in writing, verbally or by facsimile, by email or by phone to each member of the Committee, the Chairman of the Board, the Chief Executive Officer ( “ CEO ” ) of the Corporation and the Chief Financial Officer ( “ CFO ” ) of the Corporation at least 48 hours prior to the time fixed for such meeting.
(ii) The external auditor of the Corporation will be given notice of every meeting of the Committee and, at the expense of the Corporation, will be entitled to attend and be heard thereat.
(iii) If requested by a member of the Committee, the external auditor will attend every meeting of the Committee held during the term of office of the external auditor.

(d) Quorum

A majority members of the Committee will constitute a quorum. No business may be transacted by the Committee except at a meeting of its members at which a quorum of the Committee is present in person or by means of such telephonic, electronic or

other communications facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously.

(e) Attendees

The Committee may invite any of the directors, officers and employees of the Corporation and any advisors as it sees fit from time to time to attend meetings of the Committee and assist in the discussion and consideration of matters relating to the Committee. During each meeting of the Committee, the Committee will meet with only Committee members present in person or by other permitted means.

(f) Secretary

The Committee will appoint a Secretary to the Committee who need not be a director or officer of the Corporation.

(g) Records

Minutes of meetings of the Committee will be recorded and maintained by the Secretary to the Committee and will be subsequently presented to the Committee for review and approval.

(h) Liaison

The Corporation ’ s CFO will act as management liaison with the Committee.

5. Committee and Charter Review

The Committee will conduct an annual review and assessment of its performance, effectiveness and contribution, including a review of its compliance with this Charter, in accordance with the process developed by the Board. The Committee will conduct such review and assessment in such manner as it deems appropriate and report the results thereof to the Board. The Committee will also review and assess the adequacy of this Charter on an annual basis, taking into account all legislative and regulatory requirements applicable to the Committee, as well as any best practice guidelines recommended by regulators or the TSX Venture Exchange and will recommend changes to the Board thereon.

6. Reporting to the Board

The Committee will report to the Board in a timely manner with respect to each of its meetings held. This report may take the form of circulating copies of the minutes of each meeting held.

III. RESPONSIBILITIES

1. Financial Reporting

(a) The Committee is responsible for reviewing and recommending approval to the Board of:
(i) the annual financial statements; and
(ii) prospectus type documents.

(b) The Committee is also responsible for:
(i) discussing with management and the external auditor the quality of generally accepted accounting principles ( “ GAAP ” ), not just the acceptability of GAAP;
(ii) discussing with management any significant variances between comparative reporting periods and across comparable business units;
(iii) in the course of discussion with management and the external auditor, identifying problems or areas of concern and ensuring such matters are satisfactorily resolved;
(iv) reviewing and recommending its approval to the Board of interim financial statements, MD&A and related news releases, before they are released;
(v) engaging the external auditor to perform a review of the interim financial statements and reviewing their findings, however, no formal report from the external auditor will be required;
(vi) receiving from the external auditor a formal report on the auditor ’ s review of quarterly financial statements;
(vii) reviewing the financial statements of the Corporation ’ s subsidiaries, as well as the consolidated financial statements and financial statements for Corporation pension plans, joint ventures and the like;
(viii) requiring a representation letter from management similar to that provided by the external auditor; and
(ix) reviewing all financial information and earnings guidance provided to analysts and rating agencies.

2. External Auditor

(a) The Corporation ’ s external auditor is required to report directly to the Committee.
(b) The Committee is responsible for recommending to the Board:
(i) the external auditor to be nominated for the purpose of preparing or issuing an auditor ’ s report or performing other audit, review or attest services for the Corporation; and
(ii) the compensation of the external auditor.
(c) The Committee is directly responsible for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor ’ s report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditor regarding financial reporting.

3. Relationship with the External Auditor

(a) The Committee is responsible for reviewing and approving the proposed audit scope, focus areas, timing and key decisions (e.g., materiality, reliance on internal audit)

underlying the audit plan, and the appropriateness and reasonableness of the proposed audit fees.

(b) The Committee is also responsible for:
(i) establishing effective communication processes with management and the external auditor so that it can objectively monitor the quality and effectiveness of the external auditor ’ s relationship with management and the Committee;
(ii) receiving and reviewing regular reports from the external auditor on the progress against the approved audit plan, important findings, recommendations for improvements and the auditors ’ final report;
(iii) reviewing, at least annually, a report from the external auditor on all relationships and engagements for non-audit services that may reasonably be thought to bear on the independence of the auditor;
(iv) meeting regularly in private with the external auditor;
(v) recommending the hiring and firing of the external auditor and approving nonaudit engagements; and
(vi) receiving at least annually a report by the external auditor on the audit firm ’ s internal quality control.

4. Accounting Policies

The Committee is responsible for:

(a) reviewing the Corporation ’ s accounting policy note to ensure completeness and acceptability with GAAP as part of the approval of the financial statements;
(b) proactively discussing and reviewing the impact of proposed changes in accounting standards or securities policies or regulations;
(c) reviewing with management and the external auditor any proposed changes in major accounting policies and key estimates and judgments that may be material to financial reporting;
(d) discussing with management and the external auditor the acceptability, degree of aggressiveness/ conservatism and quality of:
(i) underlying accounting policies; and
(ii) key estimates and judgments;
(e) discussing with management and the external auditor the clarity and completeness of the Corporation ’ s financial disclosures;
(f) reviewing benchmarks of the Corporation ’ s accounting policies to those followed in its industry;
(g) ensuring by discussion with management and the external auditor that the underlying accounting policies, disclosures and key estimates and judgments are considered to

be the most appropriate in the circumstances (within the range of acceptable options and alternatives); and

(h) discussing with management and the external auditor the clarity and completeness of the Corporation ’ s financial and non-financial disclosures made with respect to continuous disclosure requirements.

5. Risk and Uncertainty

(a) The Committee is responsible for reviewing, as part of its approval of the financial statements:
(i) uncertainty notes and disclosures; and
(ii) MD&A disclosures.
(b) The Committee is responsible for, upon examination of the Corporation ’ s financial risks, ensuring that such risks are being effectively managed or controlled by:
(i) reviewing the Corporation ’ s “ appetite ” for financial risks as set forth by management and the Board;
(ii) reviewing the Corporation ’ s policies for the management of significant financial risks and assigning to the applicable Board committee such policies for implementation and ongoing monitoring;
(iii) reviewing management ’ s assessment of the significant financial risks facing the Corporation; and
(iv) reviewing management ’ s plans, processes and programs to manage and control such risks.
(c) The Committee is responsible for requesting the external auditor ’ s opinion of management ’ s assessment of significant risks facing the Corporation and how effectively they are being managed or controlled.

6. Controls and Control Deviations

(a) The Committee is responsible for reviewing:
(i) the plan and scope of the annual audit with respect to planned reliance and testing of controls; and
(ii) major points contained in the auditor ’ s management letter resulting from control evaluation and testing.
(b) The Committee is also responsible for:
(i) receiving reports from management when significant control deviations occur;
(ii) establishing a Corporation-wide culture that conveys basic values of ethical integrity as well as legal compliance and strong financial reporting and control;

(iii) reviewing plans of the internal and external auditors to ensure the combined evaluation and testing of control is comprehensive, well coordinated, cost effective and appropriate to risks, business activities and changing circumstances;
(iv) receiving from management and the external auditors, regular reports on all major control deviations, or indications/detection of fraud, and how such control breakdowns have been corrected;
(v) participating in the review and appointment of key people involved in financial reporting (i.e. the CFO, the manager of internal audit, etc.);
(vi) reviewing CEO and CFO certification matters including matters relating to disclosure controls and procedures;
(vii) reviewing annually a formal report prepared by management on the effectiveness of the Corporation ’ s control systems;
(viii) reviewing fraud prevention policies and programs and for monitoring their implementation; and
(ix) examining whether extension of its oversight of control systems into nonfinancial areas (e.g., operations) is appropriate.

7. Compliance with Laws and Regulations

(a) The Committee is responsible for discussing the Corporation ’ s compliance with tax and financial reporting laws and regulations, if and when issues arise.
(b) The Committee is responsible for reviewing regular reports from management and others (e.g., internal and external auditors) concerning the Corporation ’ s compliance with financial related laws and regulations, such as:
(i) tax and financial reporting laws and regulations;
(ii) legal withholdings requirements;
(iii) environmental protection laws;
(iv) other matters for which directors face liability exposure.
(c) The Committee is responsible for providing input to and reviewing the Corporation ’ s Code of Business Conduct and Ethics.
(d) The Committee is responsible for expanding its review to include a broader set of laws and regulations that must be complied with (e.g., compliance with privacy laws in electronic commerce systems).
(e) The Committee with other Board committees is responsible for annually reviewing reports from other Board committees on management ’ s processes to ensure compliance with Corporation ’ s Code of Business Conduct and Ethics.

8. Relationship with the Internal Auditor

(a) The Committee is responsible for reviewing the:
(i) the appointment of the internal auditor;
(ii) the overall scope of the internal audit; and
(iii) selected reports issued by the internal auditor.
(b) The Committee is responsible for reviewing:
(i) the internal auditor ’ s terms of reference;
(ii) the plan and budget for internal audit (financial and operational activities);
(iii) the majority of reports issued by internal auditor; and
(iv) management ’ s response to the internal auditor ’ s reports.
(c) The Committee is responsible for approving the reporting relationship of the internal auditor to ensure appropriate segregation of duties is maintained and the internal auditor has direct access to the Committee.
(d) The Committee is responsible for ensuring that the internal auditor ’ s involvement with financial reporting is coordinated with the activities of the external auditor.
(e) If no internal audit function exists, the Committee is responsible for regularly ’
reviewing the need for such a function .
(f) The Committee is responsible for assuming the primary reporting relationship for the internal audit function.

9. Other Responsibilities and Issues

(a) The Chair is responsible for setting forth the Committee ’ s expectations with respect to information (e.g., nature, level of detail, timing, reports etc.) and ensuring the information received is responsive to important performance measures and to the key risks the Committee oversees.
(b) The Committee is responsible for, and has the explicit authority, to investigate any matters that fall within the Committee ’ s responsibilities.
(c) The Committee is responsible for receiving and reviewing reports from the internal and external auditors on their review of the officer and senior executive expense accounts.
(d) The Committee is responsible for approving policies and receiving reports from the internal and/or external auditors on their review of political donations and commissions paid to suppliers or customers to ensure compliance with these policies.
(e) The Committee is responsible for reviewing and providing management with its views on funding matters, financing strategies, capital structure etc., as well as appropriate accounting and presentation issues related thereto.

10. Pre-Approval of Non-Audit Services

The Committee is responsible for pre-approving all non-audit services to be provided to the Corporation or its subsidiary entities by the Corporation ’ s external auditor.

11. Review of Financial Statements and MD&A

The Committee is responsible for reviewing the Corporation ’ s financial statements, MD&A and annual and interim earnings press releases before the Corporation publicly discloses this information.

12. Review of Public Disclosure of Financial Information

The Committee is responsible for being satisfied that adequate procedures are in place for the review of the Corporation ’ s public disclosure of financial information extracted or derived from the Corporation ’ s financial statements, other than the public disclosure referred to in the preceding section, and must periodically assess the adequacy of those procedures.

13. Submission Systems and Treatment of Complaints

The Committee is responsible for establishing procedures for:

(a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and
(b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

14. Hiring Policies

The Committee is responsible for reviewing and approving the Corporation ’ s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation.

SCHEDULE “B”

OMNIBUS EQUITY INCENTIVE PLAN OF THE RESULTING ISSUER

OMNIBUS INCENTIVE PLAN

ARTICLE ONE

DEFINITIONS AND INTERPRETATION

Section 1.01 Definitions For purposes of this Omnibus Incentive Plan, unless such capitalized word or term is otherwise defined herein or the context in which such capitalized word or term is used herein otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the following meanings.

(a) " Acceleration Event " has the meaning given to such term in Section 3.10 hereof;
(b) " Account " means a notional account maintained for each Participant on the books of the Company which will be credited with RSUs in accordance with the terms of this Plan;
(c) " Award " means any of an Option or RSU granted pursuant to, or otherwise governed by, the Plan;
(d) " Award Agreement " means an agreement evidencing the grant to a Participant of an Award, including an Option Agreement or a RSU Agreement;
(e) " Blackout Period " means a period of time during which:
(i) the trading guidelines of the Company, as amended or replaced from time to time, restrict one or more Participants from trading in securities of the Company; or
(ii) the Company has determined that one or more Participants may not trade any securities of the Company;
(f) " Blackout Period Expiry Date " means the date on which a Blackout Period expires;
(g) " Business Day " means a day on which the Stock Exchange is open for trading;
(h) " Committee " means the Directors or, if the Directors so determine in accordance with Section 2.04 hereof, the committee of the Directors authorized to administer this Plan;
(i) " Common Shares " means the common shares of the Company, as adjusted in accordance with the provisions of Article Six hereof from time to time;
(j) " Company " means SuperBuzz Inc., a corporation existing under the Business Corporations Act (Ontario), and any successor corporation thereof;
(k) " Designated Affiliates " means the affiliates of the Company designated by the Committee for purposes of this Plan from time to time;

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(l) " Designated Broker " means a broker who is independent of, and deals at arm's length with, the Company and its Designated Affiliates and is designated by the Company;
(m) " Directors " means the directors of the Company from time to time;
(n) " Dividend Equivalent " means additional RSUs credited to a Participant's Account as a dividend equivalent pursuant to Section 4.07;
(o) " Eligible Directors " means, other than, in the case of a grant of RSUs, a person retained to provide Investor Relations Activities, the Directors or the directors of any Designated Affiliate from time to time;
(p) " Eligible Employees " means, other than, in the case of a grant of RSUs, a person retained to provide Investor Relations Activities, any employees and officers, whether Directors or not, of the Company or any Designated Affiliate, provided that such employees and officers are individuals who are considered employees under the ITA;
(q) " Employment Contract " means any contract between the Company or any Designated Affiliate and any Participant relating to, or entered into in connection with, the employment or departure of the Eligible Employee, the appointment, election or departure of the Eligible Director or the engagement of the Other Participant or any other agreement to which the Company or a Designated Affiliate is a party with respect to the rights of such Participant in respect of a change in control of the Company or the termination of employment, appointment, election or engagement of such Participant;
(r) " Exercise Price " has the meaning given to such term in Section 3.04 hereof;
(s) " Insider " has the meaning given to such term in the policies of the TSX Venture Exchange;
(t) " Investor Relations Activities " has the meaning given to such term in the policies of the TSX Venture Exchange;
(u) " ITA " means the Income Tax Act (Canada), together with the regulations thereto, each as amended from time to time;
(v) " Market Value of a Common Share " means, with respect to any particular date as of which the Market Value of a Common Share is required to be determined, (a) if the Common Shares are then listed on the Stock Exchange, the closing price of the Shares on the Stock Exchange on the last Trading Day prior to such particular date; or (b) if the Common Shares are not then listed on any stock exchange, the value as is determined solely by the Committee, acting reasonably and in good faith, and such determination shall be conclusive and binding on all persons;
(w) " Option " means an option to purchase Common Shares granted pursuant to, or governed by, this Plan;
(x) " Optionee " means a Participant to whom an Option has been granted pursuant to this Plan;
(y) " Option Period " means the period of time during which the particular Option may be exercised, including as extended in accordance with Section 3.05 hereof;

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(z) " Other Participant " means, other than an Eligible Director or an Eligible Employee or, in the case of a grant of RSUs, a person retained to provide Investor Relations Activities, any person engaged to provide ongoing management, advisory, consulting, technical or other services (other than services provided in relation to a distribution of securities of the Company) for the Company or a Designated Affiliate, or any employee of such person, under a written contract between the Company and such person, and who spends or will spend a significant amount of time and attention on the affairs and business of the Company or a Designated Affiliate and has a relationship with the Company or a Designated Affiliate that enables such person to be knowledgeable about the business and affairs of the Company or Designated Affiliate, as the case may be;
(aa) " Participant " means each Eligible Director, Eligible Employee and Other Participant that is granted one or more Awards under this Plan;
(bb) " Plan " means this omnibus incentive plan as amended from time to time;
(cc) " Prior Option Plan " has the meaning given to such term in Section 2.07(e) hereof;
(dd) " Redemption Date " has the meaning ascribed thereto in Section 4.05(a) hereof;
(ee) " Reserved Amount " has the meaning ascribed thereto in 2.07(a) hereof;
(ff) " Restriction Period " means, with respect to a particular grant of RSUs, the period between the date of grant of such RSUs and the latest Vesting Date in respect of any portion of such RSUs;
(gg) " RSU " means a restricted share unit, which is a right awarded to a Participant to receive cash, Common Shares or any combination of cash and Common Shares, as determined by the Company in its sole discretion, pursuant to, and governed by, this Plan;
(hh) " RSU Agreement " means a written agreement between the Company and a Participant evidencing the grant of RSUs and the terms and conditions thereof;
(ii) " RSU Outside Expiry Date " has the meaning ascribed thereto in Section 4.05(d) hereof;
(jj) " Stock Exchange " means the TSX Venture Exchange or, if the Common Shares are not then listed on the TSX Venture Exchange, such other principal market on which the Common Shares are then traded as designated by the Committee from time to time;
(kk) " Termination " has the meaning given to such term in Section 3.12 hereof;
(ll) " Trading Day " means any day on which the Stock Exchange is open for trading;
(mm) " U.S. Securities Act " has the meaning given to such term in Section 5.02 hereof; and
(nn) " Vesting Date " has the meaning ascribed thereto in Section 4.04 hereof.

Section 1.02 Headings . The headings of all articles, sections, paragraphs and subparagraphs in this Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of this Plan.

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Section 1.03 Context, Construction. Whenever the singular or masculine are used in this Plan the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires. The word "person" shall be given the widest meaning possible and shall include, without limitation, an individual, a corporation, a partnership, a limited partnership or any other unincorporated entity.

Section 1.04 References to this Plan . The words "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer to this Plan as a whole and not to any particular article, section, paragraph, subparagraph or other part hereof.

Section 1.05 Canadian Funds . Unless otherwise specifically provided, all references to dollar amounts in this Plan are references to lawful money of Canada.

ARTICLE TWO

PURPOSE AND ADMINISTRATION OF THIS PLAN

Section 2.01 Purpose of this Plan . This Plan provides for the potential acquisition of Common Shares by Participants for the purpose of advancing the interests of the Company through the motivation, attraction and retention of key employees, directors and consultants of the Company and the Designated Affiliates and to secure for the Company and the shareholders of the Company the benefits inherent in the ownership of Common Shares by key employees, directors and consultants of the Company and the Designated Affiliates, it being generally recognized that share incentive plans can aid in attracting, retaining and encouraging employees, directors and consultants due to the opportunity offered to them to acquire a proprietary interest in the Company.

Section 2.02 Participants . This Plan is hereby established for Eligible Directors, Eligible Employees and Other Participants.

Section 2.03 Administration of this Plan . This Plan shall be administered by the Committee and the Committee shall have full authority to administer this Plan, including the authority to interpret and construe any provision of this Plan and to adopt, amend and rescind such rules and regulations for administering this Plan as the Committee may deem necessary or desirable in order to comply with the requirements of this Plan, subject in all cases to compliance with regulatory requirements. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and conclusive and shall be binding on the Participants and the Company. No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with this Plan and all members of the Committee shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Company with respect to any such action taken or determination or interpretation made. The appropriate officers of the Company are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary or desirable for the implementation of this Plan and of the rules and regulations established for administering this Plan. All costs incurred in connection with this Plan shall be for the account of the Company and its Designated Affiliates. This Plan shall be administered in accordance with the rules and policies of the TSX Venture Exchange by the Committee so long as the Common Shares are listed on the TSX Venture Exchange.

Section 2.04 Delegation to Committee . All of the powers exercisable hereunder by the Directors may, to the extent permitted by applicable law and as determined by resolution of the Directors, be exercised by a committee of the Directors comprised of not less than three Directors.

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Section 2.05 Record Keeping . The Company shall maintain a register in which shall be recorded:

(a) the name and address of each Participant;
(b) the number of Common Shares subject to Awards granted to each Participant; and
(c) the aggregate number of Common Shares subject to Awards.

Section 2.06 Determination of Participants . The Committee shall from time to time determine the Participants who may participate in this Plan. The Committee shall from time to time determine the Participants to whom Awards shall be granted, the number of Common Shares to be made subject to, and the expiry date of, each Award granted to each Participant and the other terms, including any vesting provisions, of each Award granted to each Participant, all such determinations to be made in accordance with the terms and conditions of this Plan, and the Committee may take into consideration the present and potential contributions of, and the services rendered by, the particular Participant to the success of the Company and any other factors which the Committee deems appropriate and relevant. All Eligible Employees and Other Participants shall be bona fide Eligible Employees or Other Participants, as the case may be.

Section 2.07 Maximum Number of Shares .

(a) The maximum number of securities reserved for issue pursuant to this Plan shall be determined from time to time by the Committee but, in any case, shall not exceed, in the aggregate, 10% of the number of Common Shares then outstanding; provided that the maximum number of Common Shares reserved for issuance, in the aggregate, pursuant to the exercise of Options granted under this Plan shall be equal to 10% of the number of Common Shares then outstanding.
(b) The maximum number of Common Shares reserved for issue pursuant to Awards granted under this Plan to Participants who are Insiders of the Company in any 12-month period shall not exceed 10% of the number of Common Shares then outstanding, unless disinterested shareholder approval is received therefor in accordance with the policies of the Stock Exchange.
(c) The maximum number of Common Shares reserved for issue under Awards granted to any one Participant in any 12-month period shall not exceed 5% of the number of Common Shares then outstanding, unless disinterested shareholder approval is received therefor in accordance with the policies of the Stock Exchange.
(d) The maximum number of Common Shares reserved for issue under Awards granted to any one Other Participant in any 12-mo n t h period shall not exceed 2% of the number of Common Shares then outstanding.
(e) The maximum number of Common Shares reserved for issue under Options granted to all Eligible Employees and to all Other Participants conducting Investor Relations Activities in any 12-month period shall not exceed, in the aggregate, 2% of the number of Common Shares then outstanding. Options granted to Eligible Employees or Other Participants

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performing Investor Relations Activities shall vest in stages over a 12-month period, with no more than ¼ of the Options vesting in any three month period. The Directors shall, through the establishment of appropriate procedures, monitor the trading in the securities of the Company by all Participants performing Investor Relations Activities. No acceleration of the vesting provisions of Options granted to persons retained to provide Investor Relations Activities is allowed without the prior acceptance of the Stock Exchange.

For purposes of this Section 2.07, "the number of Common Shares then outstanding" shall mean the number of Common Shares outstanding on a non-diluted basis calculated at the date of the proposed grant of the applicable Award.

ARTICLE THREE

OPTION AWARDS

Section 3.01 Nature of Options . An Option is an option granted by the Company to a Participant entitling such Participant to acquire a designated number of Common Shares from treasury at the Exercise Price, but subject to the provisions hereof. For greater certainty, the Company is obligated to issue and deliver the designated number of Common Shares on the exercise of an Option and shall have no independent discretion to settle an Option in cash or other property other than Common Shares issued from treasury. For the avoidance of doubt, no Dividend Equivalents shall be granted in connection with an Option.

Section 3.02 Option Awards . Subject to the provisions set forth in this Plan and any shareholder or regulatory approval which may be required, the Committee shall, from time to time by resolution, in its sole discretion, (a) designate the Eligible Director, Eligible Employee or Other Participant who may receive Options under the Plan, (b) fix the number of Options, if any, to be granted to each Eligible Director, Eligible Employee or Other Participant and the date or dates on which such Options shall be granted, (c) subject to Section 3.04, determine the price per Common Share to be payable upon the exercise of each such Option, (d) determine the relevant vesting provisions (including performance criteria, if applicable) and (e) determine the term of the Options, the whole subject to the terms and conditions prescribed in this Plan or in any stock option agreement, and any applicable rules of the Stock Exchange.

Section 3.03 Option Notice or Agreement . Each Option granted to a Participant may be evidenced by a stock option notice or stock option agreement setting out terms and conditions consistent with the provisions of this Plan, which terms and conditions need not be the same in each case and which terms and conditions may be changed from time to time.

Section 3.04 Exercise Price . The price per share (the " Exercise Price ") at which any Common Share which is the subject of an Option may be purchased shall be determined by the Committee at the time the Option is granted, provided that the Exercise Price shall be not less than the closing price of the Common Shares on the Stock Exchange on the last trading day immediately preceding the date of the grant of such Option less the maximum discount, if any, permitted by the Stock Exchange or, if the Common Shares are not then listed on any stock exchange, the Exercise Price shall not be less than the fair market value of the Common Shares as may be determined by the Directors on the day immediately preceding the date of the grant of such Option. Disinterested shareholder approval shall be required for any reduction in the Exercise

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Price of any Option if the Optionee is an Insider of the Company at the time of the proposed amendment to the Exercise Price.

Section 3.05 Term of Option . The Option Period for each Option shall be such period of time as shall be determined by the Committee, subject to amendment by an Employment Contract, provided that in no event shall an Option Period exceed ten years. Notwithstanding the definition of Option Period contained herein or the foregoing, the expiration date of an Option will be the date fixed by the Directors with respect to such Option unless such expiration date falls within a Blackout Period or within ten days after a Blackout Period Expiry Date, in which case the expiration date of the Option will be the date which is ten Business Days after the Blackout Period Expiry Date. Disinterested shareholder approval shall be required for the extension of any Option Period if the Optionee is an Insider of the Company at the time of the proposed amendment to the Option Period.

Section 3.06 Lapsed Options . If Options granted under this Plan (or stock options granted under the Prior Option Plan) are surrendered, terminate or expire without being exercised in whole or in part, new Options may be granted covering the Common Shares not purchased under such lapsed Options (or such lapsed stock options).

Section 3.07 Limit on Options to be Exercised . Except as otherwise specifically provided herein or in any Employment Contract, Options may be exercised by the Optionee in whole at any time, or in part from time to time (in each case to the nearest full Common Share), during the Option Period only in accordance with the vesting schedule, if any, determined by the Committee, in its sole and absolute discretion, subject to the applicable requirements of the Stock Exchange, at the time of the grant of the Option, which vesting schedule may include performance vesting or acceleration of vesting in certain circumstances and which may be amended or changed by the Committee from time to time with respect to a particular Option. If the Committee does not determine a vesting schedule at the time of the grant of any particular Option, such Option shall be exercisable in whole at any time, or in part from time to time, during the Option Period, subject to the applicable requirements of the Stock Exchange. In the event that the Common Shares are listed on the TSX Venture Exchange, Options with an Exercise Price based on the Discounted Market Price (as such term is defined in the policies of the TSX Venture Exchange), and the Common Shares issuable upon the exercise thereof, shall be subject to the restricted period and legending requirements imposed by the policies of the TSX Venture Exchange.

Section 3.08 Eligible Participants on Exercise . An Option may be exercised by the Optionee in whole at any time, or in part from time to time, during the Option Period, provided however that, except as otherwise specifically provided in Section 3.11 or Section 3.12 hereof or in any Employment Contract, no Option may be exercised unless the Optionee at the time of exercise thereof is:

(a) in the case of an Eligible Employee, an officer of the Company or a Designated Affiliate or in the employment of the Company or a Designated Affiliate and has been continuously an officer or so employed since the date of the grant of such Option, provided however that a leave of absence with the approval of the Company or such Designated Affiliate shall not be considered an interruption of employment for purposes of this Plan;
(b) in the case of an Eligible Director who is not also an Eligible Employee, a director of the Company or a Designated Affiliate and has been such a director continuously since the date of the grant of such Option; and
(c) in the case of an Other Participant, engaged, directly or indirectly, in providing ongoing management, advisory, consulting, technical or other services for the Company or a Designated Affiliate and has been so engaged since the date of the grant of such Option.

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Section 3.09 Payment of Exercise Price . The issue of Common Shares on the exercise of any Option shall be contingent upon receipt by the Company of payment of the aggregate purchase price for the Common Shares in respect of which the Option has been exercised by cash or certified cheque delivered to the registered office of the Company together with a completed notice of exercise, together with any tax amounts required under Section 5.01. No Optionee or legal representative, legatee or distributee of any Optionee will be, or will be deemed to be, a holder of any Common Shares with respect to which such Optionee was granted an Option, unless and until certificates for such Common Shares are issued to such Optionee, or them, under the terms of this Plan. Subject to Section 6.11 hereof, upon an Optionee exercising an Option and paying the Company the aggregate purchase price for the Common Shares in respect of which the Option has been exercised, the Company shall as soon as practicable thereafter issue and deliver a certificate representing the Common Shares so purchased.

Section 3.10 Acceleration on Take-over Bid, Consolidation, Merger, etc. In the event that:

(a) the Company seeks or intends to seek approval from the shareholders of the Company for a transaction which, if completed, would constitute an Acceleration Event (as defined below); or
(b) a person makes a bona fide offer or proposal to the Company or the shareholders of the Company which, if accepted or completed, would constitute an Acceleration Event,

the Company shall send notice to all Optionees of such transaction, offer or proposal as soon as practicable and, provided that the Committee has determined that no adjustment will be made pursuant to Section 6.06 hereof, (i) the Committee may, by resolution and notwithstanding any vesting schedule applicable to any Option or Section 3.07 hereof, permit all Options outstanding which have restrictions on their exercise to become immediately exercisable during the period specified in the notice (but in no event later than the applicable expiry date of an Option) and prior to such transaction, offer or proposal, so that the Optionee may participate in such transaction, offer or proposal, and (ii) the Committee may accelerate the expiry date of such Options and the time for the fulfillment of any conditions or restrictions on such exercise.

In this 3.10 an " Acceleration Event " means:

(a) the acquisition by any person of beneficial ownership of more than 50% of the votes attached to the outstanding voting securities of the Company, by means of a take-over bid or otherwise;
(b) any consolidation, merger, statutory amalgamation or arrangement involving the Company and pursuant to which the Company will not be the continuing or surviving corporation or pursuant to which the Common Shares will be converted into cash or securities or property of another entity, other than a transaction involving the Company and in which the shareholders of the Company immediately prior to the completion of the transaction will have the same proportionate ownership of the surviving corporation immediately after the completion of the transaction;
(c) a separation of the business of the Company into two or more entities;
(d) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company to another entity; or
(e) the approval by the shareholders of the Company of any plan of liquidation or dissolution of the Company.

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Section 3.11 Effect of Death . If a Participant or, in the case of an Other Participant which is not an individual, the primary individual providing services to the Company or Designated Affiliate on behalf of the Other Participant, shall die, any outstanding Option held by such Participant or Other Participant at the date of such death shall become immediately exercisable notwithstanding Section 3.07 hereof, and shall be exercisable in whole or in part only by the person or persons to whom the rights of the Optionee under the Option shall pass by the will of the Optionee or the laws of descent and distribution for a period of 12 months after the date of death of the Optionee or prior to the expiration of the Option Period in respect of the Option, whichever is earlier, and then only to the extent that such Optionee was entitled to exercise the Option at the date of the death of such Optionee in accordance with Sections 3.07, 3.08 and 3.12 hereof.

Section 3.12 Effect of Termination of Engagement . If a Participant shall:

(a) cease to be a Director or of a Designated Affiliate, as the case may be (and is not or does not continue to be an employee thereof), for any reason (other than death); or
(b) cease to be employed by, or provide services to, the Company or the Designated Affiliates (and is not or does not continue to be a director or officer thereof), or any corporation engaged to provide services to the Company or the Designated Affiliates, for any reason (other than death) or shall receive notice from the Company or any Designated Affiliate of the termination of their Employment Contract;

(the earliest to occur of any of the foregoing events being referred to herein as a " Termination "), except as otherwise provided in any Employment Contract, such Participant may, but only within the 90 days next succeeding such Termination (or, subject to the limitations set forth below, such other period of time as may be determined by the Board of Directors of the Company), exercise the Options to the extent that such Participant was entitled to exercise such Options at the date of such Termination. Notwithstanding the foregoing or any Employment Contract, in no event shall such right extend beyond the Option Period or one year from the date of Termination.

ARTICLE FOUR

RESTRICTED SHARE UNIT AWARDS

Section 4.01 Nature of RSUs. An RSU is an Award that is a bonus for services rendered in the year of grant, that, upon settlement, entitles the recipient Participant to receive a cash payment equal to the Market Value of a Common Share or, at the sole discretion of the Committee, a Common Share, and subject to such restrictions and conditions on vesting as the Committee may determine at the time of grant, unless such RSU expires prior to being settled. Restrictions and conditions on vesting may, without limitation, be based on the passage of time during continued employment or other service relationship, the achievement of specified performance criteria or both.

Section 4.02 RSU Awards

(a) Subject to the provisions herein and any shareholder or regulatory approval which may be required, the Committee shall, from time to time by resolution, in its sole discretion, (a) designate the Eligible Director, Eligible Employee or Other Participant who may receive RSUs under the Plan, provided such person was not retained to provide Investor Relations Activities, (b) fix the number of RSUs, if any, to be granted to each Eligible Director, Eligible Employee or Other Participant and the date or dates on which such RSUs shall be granted, (c) determine the relevant conditions, vesting provisions and the Restriction Period of such RSUs, and (d) determine any other terms and conditions applicable to the granted

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RSUs, which need not be identical and which, without limitation, may include non- competition provisions, subject to the terms and conditions prescribed in this Plan, in any RSU Agreement, and any applicable rules of the Stock Exchange.

(b) Subject to the vesting and other conditions and provisions in this Plan, including Section 2.07, all RSUs granted herein shall vest in accordance with the terms of the RSU Agreement entered into in respect of such RSUs.
(c) Subject to the vesting and other conditions and provisions in this Plan and in the applicable RSU Agreement, each RSU awarded to a Participant shall entitle the Participant to receive, on settlement, a cash payment equal to the Market Value of a Common Share, or, at the discretion of the Committee, one Common Share or any combination of cash and Common Shares as the Committee in its sole discretion may determine, in each case less any applicable withholding taxes. For greater certainty, no Participant shall have any right to demand to be paid in, or receive, Common Shares in respect of any RSU, and, notwithstanding any discretion exercised by the Committee to settle any RSU, or a portion thereof, in the form of Common Shares, the Committee reserves the right to change such form of payment at any time until payment is actually made.

Section 4.03 RSU Agreements

(a) The grant of a RSU by the Committee shall be evidenced by a RSU Agreement in such form not inconsistent with the Plan as the Committee may from time to time determine. Such RSU Agreement shall be subject to all applicable terms and conditions of this Plan and may be subject to any other terms and conditions (including without limitation any recoupment, reimbursement or claw-back compensation policy as may be adopted by the Committee from time to time) which are not inconsistent with this Plan and which the Committee deems appropriate for inclusion in a RSU Agreement. The provisions of the various RSU Agreements issued under this Plan need not be identical.
(b) The RSU Agreement shall contain such terms that the Company considers necessary in order that the RSUs granted to Participants, shall not constitute a "salary deferral arrangement" as defined in subsection 248(1) of the ITA, by reason of the exemption in paragraph (k) thereof or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or provide services in or the rules of any regulatory body having jurisdiction over the Company.

Section 4.04 Vesting of RSUs . All RSUs are subject to a minimum one (1) year vesting schedule. The Committee shall have sole discretion to (a) determine if any vesting conditions with respect to a RSU, including any performance criteria or other vesting conditions contained in the applicable RSU Agreement, have been met, (b) waive the vesting conditions applicable to RSUs (or deem them to be satisfied), and (c) extend the Restriction Period with respect to any grant of RSUs, provided that any such extension shall not result in the Restriction Period for such RSUs extending beyond the RSU Outside Expiry Date. The Company shall communicate to a Participant, as soon as reasonably practicable, the date on which all such applicable vesting conditions in respect of a grant of RSUs to the Participant have been satisfied, waived or deemed satisfied and such RSUs have vested (the " Vesting Date ").

Section 4.05 Redemption / Settlement of RSUs

(a) Subject to the provisions of this Section 4.05 and Section 4.06, a Participant's vested RSUs shall be redeemed in consideration for a cash payment on the date (the " Redemption

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Date ") that is the earliest of (a) the 15th day following the applicable Vesting Date for such vested RSUs (or, if such day is not a Business Day, on the immediately following Business Day), and (b) the RSU Outside Expiry Date.

(b) Subject to the provisions of this Section 4.05 and Section 4.06, during the period between the Vesting Date and the Redemption Date in respect of a Participant's vested RSUs, the Company (or any Designated Affiliate that is party to an Employment Contract with the Participant whose vested RSUs are to be redeemed) shall, at its sole discretion, be entitled to elect to settle all or any portion of the cash payment obligation otherwise arising in respect of the Participant's vested RSUs either (a) by the issuance of Common Shares to the Participant (or the legal representative of the Participant, if applicable) on the Redemption Date, or (b) by paying all or a portion of such cash payment obligation to the Designated Broker, who shall use the funds received to purchase Common Shares in the open market, which Common Shares shall be registered in the name of the Designated Broker in a separate account for the Participant's benefit.
(c) Settlement of a Participant's vested RSUs shall take place on the Redemption Date as follows:
(i) where the Company (or applicable Designated Affiliate) has elected to settle all or a portion of the Participant's vested RSUs in Common Shares issued from treasury:
- (A) in the case of Common Shares issued in certificated form, by delivery to the Participant (or to the legal representative of the Participant, if applicable) of a certificate in the name of the Participant (or the legal representative of the Participant, if applicable) representing the aggregate number of Common Shares that the Participant is entitled to receive, subject to satisfaction of any applicable withholding tax and other applicable source deductions in accordance with Section 5.01; or
- (B) in the case of Common Shares issued in uncertificated form, by the issuance to the Participant (or to the legal representative of the Participant, if applicable) of the aggregate number of Common Shares that the Participant is entitled to receive, subject to satisfaction of any applicable withholding tax and other applicable source deductions under Section 5.01, which Common Shares shall be evidenced by a book position on the register of the shareholders of the Company to be maintained by the transfer agent and registrar of the Common Shares;
(ii) where the Company or a Designated Affiliate has elected to settle all or a portion of the Participant's vested RSUs in Common Shares purchased in the open market, by delivery by the Company or a Designated Affiliate of which the Participant is a director, executive officer, employee or consultant to the Designated Broker of readily available funds in an amount equal to the Market Value of a Common Share as of the Redemption Date multiplied by the number of vested RSUs to be settled in Common Shares purchased in the open market, less the amount of any applicable withholding tax and other applicable source deductions under Section 5.01, along with directions instructing the Designated Broker to use such funds to purchase Common Shares in the open market for the benefit of the Participant and to be evidenced by a confirmation from the Designated Broker of such purchase;

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(iii) any cash payment to which the Participant is entitled (excluding, for the avoidance of doubt, any amount payable in respect of the Participant's RSUs that the Company or a Designated Affiliate has elected to settle in Common Shares) shall, subject to satisfaction of any applicable withholding tax and other applicable source deductions under Section 5.01, be paid to the Participant (or to the legal representative of the Participant, if applicable) by the Company or a Designated Affiliate of which the Participant is a director, executive officer, employee or consultant, in cash, by cheque or by such other payment method as the Company and Participant may agree; and
(iv) where the Company or a Designated Affiliate has elected to settle a portion, but not all, of the Participant's vested RSUs in Common Shares, the Participant shall be deemed to have instructed the Company or Designated Affiliate, as applicable, to withhold from the cash portion of the payment to which the Participant is otherwise entitled such amount as may be required in accordance with Section 5.01 and to remit such withheld amount to the applicable taxation authorities on account of any withholding tax obligations, and the Company or Designated Affiliate, as applicable, shall deliver any remaining cash payable, after making any such remittance, to the Participant (or to the legal representative of the Participant, if applicable) as soon as reasonably practicable. In the event that the cash portion payable to settle a Participant's RSUs in the foregoing circumstances is not sufficient to satisfy the withholding obligations of the Company or a Designated Affiliate pursuant to Section 5.01, the Company or Designated Affiliate, as applicable, shall be entitled to satisfy any remaining withholding obligation by any other mechanism as may be required or determined by the Company or Designated Affiliate as appropriate.
(d) Notwithstanding any other provision in this Article Four, no payment, whether in cash or in Common Shares, shall be made in respect of the settlement of any RSUs later than December 15th of the third (3rd) calendar year following the end of the calendar year in respect of which such RSU is granted (the " RSU Outside Expiry Date ").

Section 4.06 Determination of Amounts

(a) The cash payment obligation arising in respect of the redemption and settlement of a vested RSU pursuant to Section 4.05 shall be equal to the Market Value of a Common Share as of the applicable Redemption Date. For the avoidance of doubt, the aggregate cash amount to be paid to a Participant (or the legal representative of the Participant, if applicable) in respect of a particular redemption of the Participant's vested RSUs shall, subject to any adjustments in accordance with Section 6.07 and any withholding required pursuant to Section 5.01, be equal to the Market Value of a Common Share as of the Redemption Date for such vested RSUs multiplied by the number of vested RSUs in the Participant's Account at the commencement of the Redemption Date (after deducting any such vested RSUs in the Participant's Account in respect of which the Company (or applicable Designated Affiliate) makes an election under Section 4.05(b) to settle such vested RSUs in Common Shares).
(b) If the Company (or applicable Designated Affiliate) elects in accordance with Section 4.05(b) to settle all or a portion of the cash payment obligation arising in respect of the redemption of a Participant's vested RSUs by the issuance of Common Shares, the Company shall, subject to any adjustments in accordance with Section 6.07 and any

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withholding required pursuant to Section 5.01, issue to the Participant (or the legal representative of the Participant, if applicable), for each vested RSU which the Company (or applicable Designated Affiliate) elects to settle in Common Shares, one Common Share. Where, as a result of any adjustment in accordance with Section 6.07 and/or any withholding required pursuant to Section 5.01, the aggregate number of Common Shares to be received by a Participant upon an election by the Company (or applicable Designated Affiliate) to settle all or a portion of the Participant's vested RSUs in Common Shares includes a fractional Common Share, the aggregate number of Common Shares to be received by the Participant shall be rounded down to the nearest whole number of Common Shares.

Section 4.07 Award of Dividend Equivalents

(a) Dividend Equivalents may, as determined by the Committee in its sole discretion, be awarded as a bonus for services rendered in the year awarded in respect of unvested RSUs in a Participant's Account on the same basis as cash dividends declared and paid on Common Shares as if the Participant was a shareholder of record of Common Shares on the relevant record date. Dividend Equivalents, if any, will be credited to the Participant's Account in additional RSUs, the number of which shall be equal to a fraction where the numerator is the product of (a) the number of RSUs in such Participant's Account on the date that dividends are paid multiplied by (b) the dividend paid per Common Share and the denominator of which is the Market Value of a Common Share calculated as of the date that dividends are paid. Any additional RSUs credited to a Participant's Account as a Dividend Equivalent shall be subject to the same terms and conditions (including vesting, Restriction Periods and expiry) as the RSUs in respect of which such additional RSUs are credited.
(b) In the event that the Participant's applicable RSUs do not vest, all Dividend Equivalents, if any, associated with such RSUs will be forfeited by the Participant.

Section 4.08 Effect of Death . If a Participant or, in the case of an Other Participant which is not an individual, the primary individual providing services to the Company or Designated Affiliate on behalf of the Other Participant, shall die, any unvested RSUs in the Participant's Account as at the date of such death relating to a Restriction Period in progress shall become immediately forfeited and cancelled. For greater certainty, where a Participant's employment or service relationship with the Company or a Designated Affiliate is terminated as a result of death following the satisfaction of all vesting conditions in respect of particular RSUs but before receipt of the corresponding distribution or payment in respect of such RSUs, the Participant shall remain entitled to such distribution or payment. Notwithstanding the foregoing, if the Committee, in its sole discretion, instead accelerates the vesting or waives vesting conditions with respect to all or some portion of outstanding unvested RSUs, the date of such action is the Vesting Date.

Section 4.09 Effect of Termination of Engagement . If a Participant shall:

(a) cease to be a Director or of a Designated Affiliate, as the case may be (and is not or does not continue to be an employee thereof), for any reason (other than death); or
(b) cease to be employed by, or provide services to, the Company or the Designated Affiliates (and is not or does not continue to be a director or officer thereof), or any corporation engaged to provide services to the Company or the Designated Affiliates, for any reason

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(other than death) or shall receive notice from the Company or any Designated Affiliate of the termination of their Employment Contract;

(the earliest to occur of any of the foregoing events being referred to herein as a " Termination "), the Participant's participation in the Plan shall be terminated immediately, all RSUs credited to such Participant's Account that have not vested shall be forfeited and cancelled, and the Participant's rights that relate to such Participant's unvested RSUs shall be forfeited and cancelled on the Termination Date. Notwithstanding the foregoing, if the Committee, in its sole discretion, instead accelerates the vesting or waives vesting conditions with respect to all or some portion of outstanding unvested RSUs, the date of such action is the Vesting Date.

ARTICLE FIVE

WITHHOLDING TAXES AND SECURITIES LAWS OF THE UNITED STATES OF AMERICA

Section 5.01 Withholding Taxes . The Company or any Designated Affiliate may take such steps as are considered necessary or appropriate for the withholding of any taxes which the Company or any Designated Affiliate is required by any law or regulation of any governmental authority whatsoever to withhold in connection with any Award or Common Share including, without limiting the generality of the foregoing, the withholding of all or any portion of any payment or the withholding of the issue of Common Shares to be issued upon the exercise or settlement, as applicable, of any Award, until such time as the Participant has paid the Company or any Designated Affiliate for any amount which the Company or the Designated Affiliate is required to withhold with respect to such taxes.

Section 5.02 Securities Laws of the United States of America . Neither the Awards which may be granted pursuant to this Plan nor the Common Shares which may be issued pursuant to the exercise or settlement, as applicable, of any Awards have been registered under the United States Securities Act of 1933 , as amended (the " U.S. Securities Act "), or under any securities law of any state of the United States of America. Accordingly, any Participant who is issued Common Shares or granted an Award in a transaction which is subject to the U.S. Securities Act or the securities laws of any state of the United States of America may be required to represent, warrant, acknowledge and agree that:

(a) the Participant is acquiring the Award and/or any Common Shares as principal and for the account of the Participant;
(b) in granting the Award and/or issuing the Common Shares to the Participant, the Company is relying on the representations and warranties of the Participant to support the conclusion of the Company that the granting of the Award and/or the issue of Common Shares do not require registration under the U.S. Securities Act or to be qualified under the securities laws of any state of the United States of America;
(c) each certificate representing Common Shares so issued may be required to have the following legend:

"THE SECURITIES REPRESENTED HEREBY [for Awards add: AND ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO

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THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR 144A UNDER THE U.S. SECURITIES ACT, IF APPLICABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY (WHICH WILL BE DELIVERED PROMPTLY AND WILL NOT BE UNREASONABLY WITHHELD, BUT WHICH MAY BE CONDITIONAL ON DELIVERY OF A LEGAL OPINION IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY), PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT "GOOD DELIVERY" OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE. A CERTIFICATE WITHOUT A LEGEND MAY BE OBTAINED FROM THE REGISTRAR AND TRANSFER AGENT OF THE COMPANY IN CONNECTION WITH A SALE OF THE SECURITIES REPRESENTED HEREBY AT A TIME WHEN THE COMPANY IS A "FOREIGN ISSUER" AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE REGISTRAR AND TRANSFER AGENT AND THE COMPANY, TO THE EFFECT THAT SUCH SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.";

provided that if such Common Shares are being sold outside the United States of America compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act and provided that the Company is a "foreign issuer" within the meaning of Regulation S under the U.S. Securities Act at the time of such sale, such legend may be removed by providing a written declaration signed by the holder to the registrar and transfer agent for the Common Shares to the following effect:

"The undersigned (A) represents and warrants that the sale of the securities of SuperBuzz Inc. (the " Company ") to which this declaration relates is being made in compliance with Rule 904 of Regulation S under the United States Securities Act of 1933 , as amended (the " U.S. Securities Act "), and (B) certifies that (1) the undersigned is not an affiliate of the Company as that term is defined in the U.S. Securities Act, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside of the United States, or the undersigned and any person acting on its behalf reasonably believe that the buyer was outside the United States or (B) the transaction was executed on or through the facilities of a Designated Offshore Securities Market and neither the undersigned nor any person acting on behalf thereof knows or has any reason to believe that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer; and

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sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off" the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.";

(d) other than as contemplated by Section 5.02(c) hereof, prior to making any disposition of any Common Shares acquired pursuant to this Plan which might be subject to the requirements of the U.S. Securities Act, the Participant shall give written notice to the Company describing the manner of the proposed disposition and containing such other information as is necessary to enable counsel for the Company to determine whether registration under the U.S. Securities Act or qualification under any securities laws of any state of the United States of America is required in connection with the proposed disposition and whether the proposed disposition is otherwise in compliance with such legislation and the regulations thereto;
(e) other than as contemplated by Section 5.02(c) hereof, the Participant will not attempt to effect any disposition of the Common Shares owned by the Participant and acquired pursuant to this Plan or of any interest therein which might be subject to the requirements of the U.S. Securities Act in the absence of an effective registration statement relating thereto under the U.S. Securities Act or an opinion of counsel satisfactory in form and substance to counsel for the Company that such disposition would not constitute a violation of the U.S. Securities Act and then will only dispose of such Common Shares in the manner so proposed;
(f) the Company may place a notation on the records of the Company to the effect that none of the Common Shares acquired by the Participant pursuant to this Plan shall be transferred unless the provisions of the Plan have been complied with; and
(g) the effect of these restrictions on the disposition of the Common Shares acquired by the Participant pursuant to this Plan is such that the Participant may not be able to sell or otherwise dispose of such Common Shares for a considerable length of time in a transaction which is subject to the provisions of the U.S. Securities Act other than as contemplated by Section 5.02(c) hereof.

ARTICLE SIX

GENERAL

Section 6.01 Effective Time of this Plan . This Plan shall become effective upon a date to be determined by the Directors; provided, however, that the RSU components of the Plan shall be subject to disinterested shareholder approval.

Section 6.02 Amendment of Plan . The Committee shall have the right:

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(a) without the approval of the shareholders of the Company, subject to Section 6.02(b) of the Plan, to make any amendments to the Plan, including but not limited to the following amendments:
(i) any amendment of a "housekeeping" nature, including, without limitation, amending the wording of any provision of the Plan for the purpose of clarifying the meaning of existing provisions or to correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correcting grammatical or typographical errors and amending the definitions contained within the Plan;
(ii) any amendment to comply with the rules, policies, instruments and notices of any regulatory authority to which the Company is subject, including the Stock Exchange, or to otherwise comply with any applicable law or regulation;
(iii) other than changes to the expiration date and the exercise price of any Award as described in Section 6.02(b)(iii) and Section 6.02(b)(iv) of this Plan, any amendment, with the consent of the Participant, to the terms of any Award previously granted to such Participant under the Plan;
(iv) any amendment to the provisions concerning the effect of the termination of an Participant's position, employment or services on such Participant's status under the Plan;
(v) any amendment to the categories of persons who are Participants; and
(vi) any amendment respecting the administration or implementation of the Plan;
(b) with the approval of the shareholders of the Company by ordinary resolution, including if required by the applicable Stock Exchange, disinterested shareholder approval, to make any amendment to the Plan not contemplated by Section 6.02(a) of the Plan, including, but not limited to:
(i) any change to the number of Common Shares issuable from treasury under the Plan, including an increase to the fixed maximum percentage or number of Common Shares or a change from a fixed maximum percentage of Common Shares to a fixed maximum number of Common Shares or vice versa, other than an adjustment pursuant to Section 6.07 of the Plan;
(ii) any amendment which reduces the exercise price of any Award, other than an adjustment pursuant to Section 6.07 of the Plan; provided, however, that, for greater certainty, disinterested shareholder approval will be required for any amendment which reduces the exercise price of any Option if the Participant is an Insider of the Corporation at the time of the proposed amendment;
(iii) any amendment which extends the expiry date of an Award, or the Restriction Period of any RSU beyond the original expiry date or Restriction Period, except in the event of an extension due to a Blackout Period;

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(iv) any amendment which cancels any Award and replaces such Award with an Award which has a lower exercise price or other entitlement, other than an adjustment pursuant to Section 6.07 of the Plan,
(v) any amendment which would permit Awards to be transferred or assigned by any Participant other than as allowed by Section 6.03 of the Plan, and
(vi) any amendments to this Section 6.02 of the Plan.

Notwithstanding the foregoing, any amendment to the Plan shall be subject to the receipt of all required regulatory approvals including, without limitation, the approval of the Stock Exchange.

Section 6.03 Non-Assignable . No rights under this Plan and no Award awarded pursuant to this Plan are assignable or transferable by any Participant other than pursuant to a will or by the laws of descent and distribution.

Section 6.04 Rights as a Shareholder . No Participant shall have any rights as a shareholder of the Company with respect to any Common Shares which are the subject of an Award. Except as otherwise provided in this Plan, no Participant shall be entitled to receive any dividends, distributions or other rights declared for shareholders of the Company for which the record date is prior to the date of issue of certificates representing Common Shares acquired upon the exercise or settlement, as applicable, of any Awards.

Section 6.05 No Contract of Employment . Nothing contained in this Plan shall confer or be deemed to confer upon any Participant the right to continue in the employment of, or to provide services to, the Company or any Designated Affiliate nor interfere or be deemed to interfere in any way with any right of the Company or any Designated Affiliate to discharge any Participant at any time for any reason whatsoever, with or without cause. Participation in any of this Plan by a Participant shall be voluntary.

Section 6.06 Consolidation, Merger, etc . If there is a consolidation, merger or statutory amalgamation or arrangement of the Company with or into another corporation, a separation of the business of the Company into two or more entities or a sale, lease exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company to another entity, upon the exercise or settlement, as applicable, of an Award under this Plan the holder thereof shall be entitled to receive the securities, property or cash which the holder would have received upon such consolidation, merger, amalgamation, arrangement, separation or transfer if the holder had been the holder of Common Shares immediately prior to the effective time of such event, unless the Committee otherwise determines appropriate adjustments or substitutions to be made in such circumstances in order to maintain the economic rights of the Participant in respect of such Award in connection with such event.

Section 6.07 Adjustment in Number of Common Shares Subject to the Plan . In the event there is any change in the Common Shares, whether by reason of a stock dividend, consolidation, subdivision, reclassification or otherwise, an appropriate adjustment shall be made by the Committee in:

(a) the number of Common Shares available under this Plan;
(b) the number of Common Shares subject to any Award;
(c) the exercise price of the Common Shares subject to Awards; and
(d) the number of Common Shares or cash payment to which the Participant is entitled upon exercise or settlement of such Award.

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If the foregoing adjustment shall result in a fractional Common Share, the fraction shall be disregarded. All such adjustments shall be conclusive, final and binding for all purposes of this Plan.

Section 6.08 Securities Exchange Take-over Bid . In the event that the Company becomes the subject of a take-over bid (within the meaning of the Securities Act (Ontario)) as a result of which all of the outstanding Common Shares are acquired by the offeror through compulsory acquisition provisions of the incorporating statute or otherwise, and where consideration is paid in whole or in part in equity securities of the offeror, the Committee may send notice to all Participants requiring them to surrender their Awards within 10 days of the mailing of such notice, and the Optionees shall be deemed to have surrendered such Awards on the tenth day after the mailing of such notice without further formality, provided that:

(a) the Committee delivers with such notice an irrevocable and unconditional offer by the offeror to grant replacement awards to the Participants on the equity securities offered as consideration;
(b) the Committee has determined, in good faith, that such replacement awards have substantially the same economic value as the Awards being surrendered; and
(c) the surrender of Awards and the granting of replacement awards can be effected on a tax free rollover basis or otherwise without adverse tax consequences under the ITA.

Section 6.09 No Representation or Warranty . The Company makes no representation or warranty as to the future market value of any Common Shares issued in accordance with the provisions of this Plan.

Section 6.10 Compliance with Applicable Law . If any provision of this Plan or any Award contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction over the securities of the Company, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith.

Section 6.11 Necessary Approvals . The obligation of the Company to issue and deliver any Common Shares in accordance with this Plan shall be subject to any necessary approval of any stock exchange or regulatory authority having jurisdiction over the securities of the Company. If any Common Shares cannot be issued to any Participant upon the exercise or settlement, as applicable, of an Award for whatever reason, the obligation of the Company to issue such Common Shares shall terminate and any exercise price paid to the Company in respect of the exercise or settlement, as applicable, of such Award shall be returned to the Participant.

Section 6.12 Conflict . To the extent there is any inconsistency or ambiguity between this Plan and any Employment Contract, the terms of such Employment Contract shall govern to the extent of such inconsistency or ambiguity, subject only to compliance with applicable law and Stock Exchange policy.

Section 6.13 Interpretation . This Plan shall be governed by, and be construed in accordance with, the laws of the Province of Ontario.

SUPERBUZZ INC. OMNIBUS INCENTIVE PLAN OPTION AGREEMENT FOR ISRAELI PARTICIPANTS AS 102 CAPITAL GAIN TRACK OPTION

Unless otherwise defined herein, capitalized terms used in this Option Agreement shall have the same meanings as ascribed to them in the SuperBuzz Inc. Omnibus Incentive Plan and the Israeli Appendix thereto (jointly referred to herein as the “ Plan ”, except where the context otherwise requires).

This Option Agreement (the “ Agreement ”) includes the Notice of Option Grant attached hereto as Exhibit A (the “ Notice of Option Grant ”).

1. GRANT OF OPTION.

The Board of Directors of SuperBuzz Inc. (the “ Company ”) hereby grants to [NAME], holder of Israel ID number [NUMBER] (the “ Participant ”), an Option to purchase the number of Common Shares set forth in the Notice of Option Grant, at the exercise price per Common Share set forth in the Notice of Option Grant (the “ Exercise Price ”), and subject to the terms and conditions of Section 102(b)(2) of the Income Tax Ordinance (New Version) - 1961, the Plan, which is incorporated herein by reference, and the Trust Agreement, entered into between the Company and Altshuler Shacham Trusts Ltd. (the “ Trustee ”). The Option is granted as a 102 Capital Gains Track Grant. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall prevail. However, the Notice of Option Grant sets out specific terms for the Participant hereunder and will prevail over more general terms in the Plan and/or this Agreement, if any, or in the event of a conflict between them.

2. ISSUANCE OF OPTION.

2.1. The Option will be registered in the name of the Trustee as required by law to qualify under Section 102, for the benefit of the Participant and. Participant shall comply with the ITO, the Rules and the terms and conditions of the Trust Agreement entered into between the Company and the Trustee.

2.2. The Trustee will hold the Option or the Common Shares to be issued upon exercise of the Option, including the Additional Rights, for the Required Holding Period, as set forth in the Israeli Appendix. It is acknowledged that as long as the Common Shares are held by the Trustee, the Trustee shall be the registered shareholder of the Common Shares and hold such Common Shares for the benefit of the Participant. The Trustee shall vote the Common Shares in accordance with the instructions of the Board of Directors, or any individual designated by the Board of Directors for that purpose. It is clarified that in the event there is a Proxy under this Agreement, nothing in the foregoing shall derogate from the authorities granted under the Proxy.

2.3. The Participant hereby undertakes to release the Trustee from any liability in respect of any action or decision duly taken and bona fide executed in relation to the Plan, or any Option or Common Share granted to him thereunder.

2.4. The Participant hereby confirms that s/he shall execute any and all documents which the Company or the Trustee may reasonably determine to be necessary in order to comply with the ITO and particularly the Rules.

3. NON-TRANSFERABILITY OF OPTION AND COMMON SHARES.

3.1. Non-Transferability of the Option. The Option may not be transferred in any manner other than by will or the laws of descent or distribution and may be exercised during the lifetime of the Participant, by the Participant only. The transfer of the Option is further limited as set forth in the Plan.

3.2. Non-Transferability of Common Shares. The transfer of the Common Shares to be issued upon exercise of the Option is limited as set forth in the Plan, the Company’s Articles of Incorporation and any other similar incorporation document and in Section Error! Reference source not found. below.

4. PERIOD OF EXERCISE.

4.1. Term of the Option. The Option may be exercised in whole or in part once vested at any time for a period of ten (10) years from the Date of Grant unless otherwise explicitly stated in the Notice of Option Grant, subject to Section 4.2 below. The Date of Grant, the vesting dates and the dates at which the Option is exercisable are set out in the Notice of Option Grant.

4.2. Termination of the Option. The Option shall terminate as set forth in the Plan. The Option may be exercised following termination of Participant’s relation as a Service Provider solely in accordance with the provisions of Section 10 of the Plan, unless otherwise explicitly stated in the Notice of Option Grant.

5. EXERCISE OF OPTION AWARD.

5.1. The Option, or any part thereof, shall be exercisable by the Participant’s signing and returning to the Company at its principal office (and to the Trustee, where applicable), a “ Notice of Exercise ” in the form attached hereto as Exhibit B , or in such other form as the Company and/or the Trustee may from time to time prescribe, together with payment of the aggregate purchase price in accordance with the provisions of the Plan.

5.2. In connection with the issuance of Common Shares upon the exercise of the Option (or any part thereof), the Participant hereby agrees to sign any and all documents required by law and/or the Company's Corporate Charter and/or the Trustee.

5.3. After a Notice of Exercise has been delivered to the Company it may not be rescinded or revised by the Participant.

5.4. The Company will notify the Trustee of any exercise of Option as set forth in the Notice of Exercise. If such notification is delivered during the Required Holding Period, the Common Shares issued upon the exercise of the Option shall be issued in the name of the Trustee and held in trust on the Participant’s behalf by the Trustee. In the event that such notification is delivered after the end of the Required Holding Period, the Common Shares issued upon the exercise of the Option shall either (i) be issued in the name of the Trustee, subject to the Trustee’s prior written consent, or (ii) be transferred to the Participant directly, provided that the Participant first complies with the provisions of Section 6 below. In the event that the Participant elects to have the Common Shares transferred to the Participant without selling such Common Shares, the Participant shall become liable to pay taxes immediately in accordance with the provisions of the ITO.

6. TAXES.

6.1. Any tax consequences arising from the grant or exercise of any Option, from the payment for Common Shares covered thereby, or from any other event or act (of the Company, and/or its Affiliates, and the Trustee or the Participant) relating to the Option or Common Shares issued upon exercise thereof, shall be borne solely by the Participant. The Company and/or its Affiliates, and/or the Trustee shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Participant agrees to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Participant for which the Participant is responsible. The Company or any of its Affiliates and the Trustee may make such provisions and take such steps as it/they may deem necessary or appropriate for the withholding of all taxes required by law to be withheld with respect to Option granted under the Plan and the exercise thereof, including, but not limited, to (i) deducting the amount so required to be withheld from any other amount then or thereafter payable to a Participant, including by deducting any such amount from a Participant’s salary or other amounts payable to the Participant, to the maximum extent permitted under law and/or (ii) requiring a Participant to pay to the Company or any of its Affiliates the amount so required to be withheld as a condition of the issuance, delivery, distribution or release of any Common Shares and/or (iii) by causing the exercise and sale of any Option or Common Shares held by on behalf of the Participant to cover such liability up to the amount required to satisfy minimum statutory withholding requirements. In addition, the Participant will be required to pay any amount, including penalties, that exceeds the tax to be withheld and transferred to the tax authorities, pursuant to applicable Israeli tax regulations.

6.2. For avoidance of doubt it is clarified that the tax treatment of any Option granted under this Agreement is not guaranteed and although the Options are intended to qualify for the Capital Gain Track, they may become subject to a different tax route in the future.

6.3. THE PARTICIPANT IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING THE OPTION OR TRANSFERRING THE COMMON SHARES.

7. SECURITIES LAWS.

7.1. Legal Compliance. Common Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Common Shares shall comply with applicable securities and other laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Common Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Common Shares as to which such requisite authority shall not have been obtained.

7.2. Legends. Participant understands and agrees that the Company may cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Common Shares together with any other legends that may be required by the Company or by applicable securities laws:

THE COMMON SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL QUALIFIED OR REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OF THE APPLICABLE JURISDICTION, OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH AN EXEMPTION UNDER THE APPLICABLE SECURITIES LAWS OF SUCH JURISDICTION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE APPLICABLE SECURITIES LAWS.

8. PROXY.

Until the consummation of an initial public offering by the Company, Common Shares issued in connection with the exercise of Option shall be voted by an irrevocable proxy and power of attorney, in the form attached as Exhibit C hereto (the “ Proxy ”). The individual(s) empowered under the Proxy shall be indemnified and held harmless by the Company against any cost or expense (including counsel fees) reasonably incurred by him/her, or any liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act in connection with the voting of such proxy unless arising from acts of fraud or bad faith of such individual(s), to the extent permitted by applicable law. Such indemnification shall be in addition to any rights of indemnification the person(s) may have as a director or otherwise under the Company’s Corporate Charter, any agreement, any vote of shareholders or disinterested directors, insurance policy or otherwise.

9. DATA PRIVACY.

Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Agreement and any other Option grant materials by and among, as applicable, the Company, the Trustee and their parent, subsidiaries and affiliates for the purpose of implementing, administering and managing Participant’s participation in the Plan. Participant understands that Participant is not obligated under law to provide any information or consent to the collection, use and transfer of any Data. However, without such consent participation in the Plan may not be possible. Participant understands that the Company may hold, collect and produce certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all options or any other entitlement to Common Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the purpose of implementing, administering and managing the Plan (“ Data ”). Participant understands that Data may be transferred to any third parties assisting the Company with the implementation, administration and management of the Plan, including the Trustee. Participant understands that the recipients of the Data may be located in Israel, the United States of America, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than Participant’s country. Participant hereby authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, including further transfers, for the purpose of implementing, administering and managing Participant’s participation in the Plan, including any transfer of such Data as may be necessary or appropriate to the Trustee, a broker, escrow agent or other third party with whom the Common Shares acquired upon exercise of the Option may be deposited.

10. MISCELLANEOUS.

10.1. Continuance of Employment. Participant acknowledges and agrees that the vesting of Common Shares pursuant to the vesting schedule hereof is earned only by continuing as a Service Provider at the will of the

Company (or its Affiliate) (not through the act of being hired, being granted this Option or acquiring Common Shares hereunder). Participant further acknowledges and agrees that in the event that Participant ceases to be a Service Provider, the unvested portion of his/her Option shall not vest and shall not become exercisable. Participant further acknowledges and agrees that this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as a Service Provider for the vesting period, for any period, or at all, shall not interfere in any way with Participant’s right or the right of the Company or its Affiliate to terminate Participant’s relationship as a Service Provider at any time, with or without cause, and shall not constitute an express or implied promise or obligation of the Company to grant additional Option to Participant in the future.

10.2. Entire Agreement. This Agreement, together with the Notice of Option Grant, the Plan and the Trust Agreement, constitutes the entire agreement between the parties hereto and supersedes all prior agreements, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement, the Notice of Option Grant or the Plan.

10.3. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and the Company shall require such successor or assign to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. The term “successors and assigns” as used herein shall include a corporation or other entity acquiring all or substantially all the assets and business of the Company (including this Agreement) whether by operation of law or otherwise.

10.4. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of Israel, without giving effect to the rules respecting conflict of law , except that applicable Israeli laws, rules and regulations shall apply to any mandatory tax matters arising hereunder.

By the signature of the Participant and the signature of the Company’s representative below, Participant and the Company agree that the Option is granted under and governed by (i) this Agreement, (ii) the Plan (including the Israeli Appendix), a copy of which has been provided to Participant or made available for his/her review, (iii) Section 102(b)(2) of the Income Tax Ordinance (New Version) – 1961 and the Rules promulgated in connection therewith, and (iv) the Trust Agreement, a copy of which has been provided to Participant or made available for his/her review. Furthermore, by Participant’s signature below, Participant agrees that the Option will be issued to the Trustee to hold on Participant’s behalf, pursuant to the terms of the ITO, the Rules and the Trust Agreement.

In addition, by his signature below, Participant confirms that he is familiar with the terms and provisions of Section 102 of the ITO, particularly the Capital Gains Track described in subsection (b)(2) thereof, and agrees that he will not require the Trustee to release the Option or Common Shares to him, or to sell the Option or Common Shares to a third party, during the Restricted Holding Period, unless permitted to do so by applicable law.

IN WITNESS WHEREOF , the Company has caused this Agreement to be executed by its duly authorized officer and the Participant has executed this Agreement as of the Date of Grant.

SUPERBUZZ INC. By: __ Name: __ Title: _____

PARTICIPANT By: __ Name: __ Title: _____

EXHIBIT A

NOTICE OF OPTION GRANT

Dear [NAME]:

I am pleased to inform you that the Board of Directors of SuperBuzz Inc. (the “ Company ”) has decided to grant you the following option to purchase Common Shares of the Company, subject to the terms and conditions of the SuperBuzz Inc. Omnibus Incentive Plan including the Israeli Appendix thereto (the “ Plan ”) and the Option Agreement (the “ Option Agreement ”), as follows:

==> picture [438 x 300] intentionally omitted <==

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

Type of Option: Section 102 – Capital Gains Track
Total Number of Common Shares
[NUMBER OF SHARES]
covered by this Option Grant:
Exercise Price Per Common Share: [EXERCISE PRICE]
Date of Option Grant: [GRANT DATE]
Option Expiration Date: [DATE OF GRANT + 10 YEARS]
Vesting Commencement Date [VESTING COMMENCEMENT DATE]
Vesting Schedule: 25% of the Common Shares underlining the Option granted
hereunder shall vest on the first anniversary of the Vesting
Commencement Date, and the remaining 75% of the Common
Shares underlining the Option shall continue to vest for a
period of 3 years thereafter, on a quarterly basis, such that upon
the lapse of each applicable quarter a number of Common
Shares equal to 6.25% of the Common Shares underlining the
Option shall vest. [ Suggested vesting schedule – 4-year vesting
schedule with a 1-year cliff; may be adjusted per your
discretion ]
All vesting is subject to the Participant continuing to be a
Service Provider on such vesting date.
Special Terms (if any): N/A
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All capitalized terms in this Notice shall have the meaning assigned to them in this Notice, the Plan (including the Israeli Appendix) or the Option Agreement, as applicable. The terms and conditions governing your grant are set forth in the Plan (including the Israeli Appendix) and Option Agreement. This grant is contingent upon your execution of the Option Agreement.

Congratulations.

Yours truly

SuperBuzz Inc.

EXHIBIT B

EXERCISE NOTICE

SuperBuzz Inc. Attention: Chief Executive Officer

1. Option. I have been granted an option (the “ Option ”) to purchase Common Shares of SuperBuzz Inc. (the “ Company ”) pursuant to the SuperBuzz Inc. Omnibus Incentive Plan and the Israeli Appendix thereto (the “ Plan ”), the Notice of Option Grant (the “ Notice ”) and Option Agreement (the “ Option Agreement ”), as follows:

Date of Grant subject to the Option: Number of Option Shares: Exercise Price per Common Share: US$ ______

2. Exercise of Option. I hereby elect to exercise the Option to purchase the following number of Common Shares, all of which are vested in accordance with the Notice and the Option Agreement:

Total Number of Common Shares Purchased: Total Exercise Price (Total Common Shares * Price Per Common US$ ______ Share):

3. Payments. Enclosed is the payment in full of the total exercise price for the Common Shares in the following form(s), as authorized by my Option Agreement:

Cash: US$ ___ Check: US$ ___

4. Tax Withholding. I explicitly acknowledge Section 6 of the Option Agreement, with respect to its bearing of any tax consequences in connection to the Option, and the exercise thereof, and without limitation hereby authorize payroll withholding and otherwise will make adequate provision for all applicable tax withholding obligations of the Company, if any, in connection with the Option, all as more completely described in the Option Agreement and Plan.

5. Participant Information.

Participant’s address is: ___ ___ ___ Participant’s ID Number is: ___

6. Binding Effect. I agree that the Common Shares are being acquired in accordance with and subject to the terms, provisions and conditions of the Plan and the Option Agreement and the Trust Agreement between the Company and the Trustee, to all of which I hereby expressly assent. This Agreement shall inure to the benefit of and be binding upon my heirs, executors, administrators, successors and assigns.

7. Transfer. I understand and acknowledge that the Common Shares have not been registered for sale to the public and that consequently the Common Shares must be held indefinitely unless they are subsequently registered in accordance with applicable securities laws or unless such registration is not required in the opinion of legal counsel satisfactory to the Company. I further understand and acknowledge that the Company is under no obligation to register the Common Shares. I understand that the certificate or certificates evidencing the Common Shares will be imprinted with legends which prohibit the transfer of the Common Shares unless they are registered, or such registration is not required in the opinion of legal counsel satisfactory to the Company. I understand and agree that I may be subject to certain restrictions and limitations, and may be required to execute certain documents, in connection with the offering of Common Shares to the public, as a result of applicable law, regulations, the rules of any public exchange and/or

underwriter requirements, and hereby undertakes to abide by any and all such requirements, restrictions and limitations.

I FURTHER ACKNOWLEDGE THAT THE TRANSFER OF THE COMMON SHARES IS ALSO SUBJECT TO THE APPLICABLE RESTRICTIONS PROVIDED BY THE PLAN AND THE COMPANY’S ARTICLES OF ASSOCIATION, AND PARTICULARLY THOSE RESTRICTIONS IMPOSED IN THE FRAMEWORK OF AMENDED SECTION 102(B)(2) OF THE ISRAELI TAX ORDINANCE.

I understand that I am purchasing the Common Shares pursuant to the terms of the Plan, the Notice of Option Grant and the Option Agreement, copies of which I have received and carefully read and understand.

Very truly yours,

_____

Name: _____

Date: _____

Receipt of the above is hereby acknowledged.

SuperBuzz Inc. By: ___ Title: ____ Date: _______

EXHIBIT C

PROXY AND POWER OF ATTORNEY

I, the undersigned, in consideration for the grant of an option to me under the SuperBuzz Inc. Omnibus Incentive Plan, (the “ Plan ”) hereby appoint the Chief Executive Officer of SuperBuzz Inc/ (the “ Company ”), or any other individual designated by the Board of Directors of the Company as his/her replacement (the “ Appointee ”) as my proxy to receive all shareholder notices and other communications intended for shareholders of the Company, to participate and vote (or abstain from voting), for me and on my behalf, on all matters and with respect to all meetings or written resolutions of or by the shareholders of the Company (or of any class or series of shareholders), on behalf of all the shares or other securities of the Company issued to me or to a trustee or any third party on my behalf.

In addition, I hereby irrevocably appoint the Appointee as my true, lawful, sole and exclusive attorney-in-fact, with full power of substitution and re-substitution, for as long as any shares and/or option which were allotted or granted are held by me or by a trustee on my behalf and are registered in my name, or in the name of a trustee for my benefit, to exercise every right, power and authority with respect to the shares and/or option without consultation with me and to receive all documents intended for shareholders, sign in my name and on my behalf any document, including any agreement, including a merger agreement of the Company or an agreement for the purchase or sale of assets or shares (including the shares of the Company held on my behalf and any and all documentation accompanying any such agreements, such as, but not limited to, decisions, requests, instruments, receipts and the like), and any affidavit or approval with respect to the shares and/or option or to the rights which they represent in the Company in as much as the Appointee shall deem it necessary or desirable to do so.

In addition and without derogating from the generality of the foregoing, I hereby authorize and grant power of attorney to the Appointee to sign any document as aforesaid and any affidavit or approval (such as any waiver of rights of first refusal to acquire shares which are offered for sale by other shareholders of the Company and/or any pre-emptive rights to acquire any shares being allotted by the Company, in as much as such rights shall exist pursuant to the Company’s Corporate Charter or any relevant agreement as shall be in existence from time to time) and/or to make and execute any undertaking in my name and on my behalf if the Appointee shall, at his/her sole and absolute discretion, deem that the document, affidavit or approval is necessary or desirable for purposes of any placement of securities of the Company, whether private or public (including lockup arrangements and undertakings), for purposes of a merger of the Company with another entity, whether the Company is the surviving entity or not, for purposes of any reorganization or recapitalization of the Company or for purposes of any purchase or sale of assets or shares of the Company, provided that in the event of a proposed transaction in which all of the Company’s shares are to be sold or exchanged to a third party, that the shareholders holding the majority of the issued and outstanding shares of the Company have committed to perform such sale or exchange, I hereby instruct the Appointee to sell or exchange all of the shares held by me or on my behalf.

To the extent the shares are held by a trustee for my benefit, I hereby instruct the trustee to vote the shares and do all other acts set forth in this Proxy and Power of Attorney, in accordance with the instructions of the Appointee, and in the absence of such instructions, (i) in any shareholders meeting or written consent in lieu thereof, such shares shall be voted by the Appointee (or the Trustee, as applicable), unless directed otherwise by the Board, in the same proportion as the result of the vote at the shareholders’ meeting (or written consent in lieu thereof) in respect of which the shares are being voted (whether an extraordinary or annual meeting, and whether of the share capital as one class or of any class thereof), and (ii) or in any act or consent of shareholders under the Company’s Articles of Association or otherwise, such shares shall be cast by the Appointee (or the Trustee, as applicable), unless directed otherwise by the Board, in the same proportion as the result of the shareholders’ act or consent. I further authorize the trustee to grant the Appointee a Proxy and Power of Attorney substantially in the form of this Proxy and Power of Attorney with respect to any shares held by the trustee for my benefit.

This Proxy and Power of Attorney shall be interpreted in the widest possible sense, in reliance upon the Plan and upon the goals and intentions thereof.

This Proxy and Power of Attorney shall expire and cease to be of force and effect immediately after the consummation of a Transaction (as such term is defined in the Plan), the initial public offering of the Company’s shares, pursuant to an effective registration statement, prospectus or similar document in any jurisdiction as is determined by the board of directors of the Company, or upon a waiver by the Company, and shall be irrevocable until such time as the rights of the Company and the Company’s shareholders are dependent hereon. The expiration of this Proxy and Power of Attorney shall in no manner effect the validity of any document (as aforesaid), affidavit or approval which has been signed or given as aforesaid prior to the expiration hereof and in accordance herewith.

I hereby confirm and undertake that I shall not have, and hereby irrevocably waive, any claim or demand against the Company and/or the Appointee in connection with this Proxy and Power of Attorney or any action taken or not taken by the Appointee in accordance with the provisions hereof.

IN WITNESS WHEREOF :

Name: _____

Signature: __

Dated: _____

SUPERBUZZ INC.

OMNIBUS INCENTIVE PLAN OPTION AGREEMENT

FOR OPTION GRANTED UNDER SECTION 3(I) OF THE ISRAELI INCOME TAX ORDINANCE

Unless otherwise defined herein, capitalized terms used in this Option Agreement shall have the same meanings as ascribed to them in the SuperBuzz Inc. Omnibus Incentive Plan and the Appendix thereto for Israeli Taxpayers (jointly referred to herein as the “ Plan ”, except where the context otherwise requires).

This Option Agreement (the “ Agreement ”) includes the Notice of Option Grant attached hereto as Exhibit A (the “ Notice of Option Grant ”).

11. GRANT OF OPTION.

The Board of Directors of SuperBuzz Inc. (the “ Company ”) hereby grants to [NAME] holder of Israel ID number [NUMBER] (the “ Participant ”), an Option to purchase the number of Common Shares set forth in the Notice of Option Grant, at the exercise price per Common Share set forth in the Notice of Option Grant (the “ Exercise Price ”), and subject to the terms and conditions of Section 3(i) of the Income Tax Ordinance (New Version) - 1961, and the Plan, which is incorporated herein by reference. The Option is granted as a 3(i) Grant. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall prevail. However, the Notice of Option Grant sets out specific terms for the Participant hereunder and will prevail over more general terms in the Plan and/or this Agreement, if any, or in the event of a conflict between them.

12. NON-TRANSFERABILITY OF OPTION AND COMMON SHARES.

12.1. Non-Transferability of the Option. The Option may not be transferred in any manner other than by will or the laws of descent or distribution and may be exercised during the lifetime of the Participant, by the Participant only. The transfer of the Option is further limited as set forth in the Plan.

12.2. Non-Transferability of Common Shares. The transfer of the Common Shares to be issued upon exercise of the Option is limited as set forth in the Plan, the Corporate Charter and in Section Error! Reference source not found. below.

13. PERIOD OF EXERCISE.

13.1. Term of the Option. The Option may be exercised in whole or in part once vested at any time for a period of ten (10) years from the Date of Grant unless otherwise explicitly stated in the Notice of Option Grant, subject to Section

13.2 below. The Date of Grant, the vesting dates and the dates at which the Option is exercisable are set out in the Notice of Option Grant.

13.2. Termination of the Option. The Option shall terminate as set forth in the Plan. The Option may be exercised following termination of Participant’s relation as a Service Provider solely in accordance with the provisions of the Plan, unless otherwise explicitly stated in the Notice of Option Grant.

14. EXERCISE OF OPTION AWARD.

14.1. The Option, or any part thereof, shall be exercisable by the Participant’s signing and returning to the Company at its principal office a “ Notice of Exercise ” in the form attached hereto as Exhibit B , or in such other form as the Company may from time to time prescribe, together with payment of the aggregate purchase price in accordance with the provisions of the Plan.

14.2. In connection with the issuance of Common Shares upon the exercise of the Option (or any part thereof), the Participant hereby agrees to sign any and all documents required by law and/or the Company’s Corporate Charter.

14.3. After a Notice of Exercise has been delivered to the Company it may not be rescinded or revised by the Participant.

15. TAXES.

15.1. Any tax consequences arising from the grant or exercise of any Option, from the payment for Common Shares covered thereby, or from any other event or act (of the Company, and/or its Affiliates, and the Participant) relating to the Option or Common Shares issued upon exercise thereof, shall be borne solely by the Participant. The Company and/or its Affiliates shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Participant agrees to indemnify the Company and/or its Affiliates and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Participant for which the Participant is responsible. The Company or any of its Affiliates may make such provisions and take such steps as it/they may deem necessary or appropriate for the withholding of all taxes required by law to be withheld with respect to Option granted under the Plan and the exercise thereof, including, but not limited, to (i) deducting the amount so required to be withheld from any other amount then or thereafter payable to a Participant, including by deducting any such amount from a Participant’s salary or other amounts payable to the Participant, to the maximum extent permitted under law and/or (ii) requiring a Participant to pay to the Company or any of its Affiliates the amount so required to be withheld as a condition of the issuance, delivery, distribution or release of any Common Shares and/or (iii) by causing the exercise and sale of any Option or Common Shares held by on behalf of the Participant to cover such liability up to the amount required to satisfy minimum statutory withholding

requirements. In addition, the Participant will be required to pay any amount, including penalties, that exceeds the tax to be withheld and transferred to the tax authorities, pursuant to applicable Israeli tax regulations.

15.2. THE PARTICIPANT IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING THE OPTION OR TRANSFERING THE COMMON SHARES.

16. SECURITIES LAWS.

16.1. Legal Compliance. Common Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Common Shares shall comply with applicable securities and other laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Common Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Common Shares as to which such requisite authority shall not have been obtained.

16.2. Legends . Participant understands and agrees that the Company may cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Common Shares together with any other legends that may be required by the Company or by applicable securities laws:

17. PROXY.

Until the consummation of an initial public offering by the Company, Common Shares issued to the Participant, or to a third party for his/her benefit, shall be voted by an irrevocable proxy and power of attorney, in the form attached as Exhibit C hereto (the “ Proxy ”). The individual(s) empowered under the Proxy shall be indemnified and held harmless by the Company against any cost or expense (including counsel fees) reasonably incurred by him/her, or any liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act in connection with the voting of such proxy unless arising from acts of fraud or bad faith of such individual(s), to the extent permitted by applicable law. Such indemnification shall be in addition to any rights of indemnification the person(s) may have as a director or otherwise under the Company’s Corporate Charter, any agreement, any vote of shareholders or disinterested directors, insurance policy or otherwise.

18. DATA PRIVACY.

Plan. Participant understands that Participant is not obligated under law to provide any information or consent to the collection, use and transfer of any Data. However, without such consent participation in the Plan may not be possible. Participant understands that the Company may hold, collect and produce certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all options or any other entitlement to Common Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the purpose of implementing, administering and managing the Plan (“ Data ”). Participant understands that Data may be transferred to any third parties assisting the Company with the implementation, administration and management of the Plan. Participant understands that the recipients of the Data may be located in Israel, the United States of America, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than Participant’s country. Participant hereby authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, including further transfers, for the purpose of implementing, administering and managing Participant’s participation in the Plan, including any transfer of such Data as may be necessary or appropriate to a broker, escrow agent or other third party with whom the Common Shares acquired upon exercise of the Option may be deposited.

19. MISCELLANEOUS.

19.1. Continuance of Engagement. Participant acknowledges and agrees that the vesting of Common Shares pursuant to the vesting schedule hereof is earned only by continuing as a Service Provider at the will of the Company (or its Affiliate) (not through the act of being hired, being granted this Option or acquiring Common Shares hereunder). Participant further acknowledges and agrees that in the event that Participant ceases to be a Service Provider, the unvested portion of his/her Option shall not vest and shall not become exercisable. Participant further acknowledges and agrees that this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as a Service Provider for the vesting period, for any period, or at all, shall not interfere in any way with Participant’s right or the right of the Company or its Affiliate to terminate Participant’s relationship as a Service Provider at any time, with or without cause, and shall not constitute an express or implied promise or obligation of the Company to grant additional Option to Participant in the future.

19.2. Entire Agreement. This Agreement, together with the Notice of Option Grant and the Plan, constitutes the entire agreement between the parties hereto and supersedes all prior agreements, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement, the Notice of Option Grant or the Plan.

19.3. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and the Company shall require such successor or assign to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. The term “successors and assigns” as used herein shall include a corporation or other entity acquiring all or substantially all the assets and business of the Company (including this Agreement) whether by operation of law or otherwise.

19.4. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of Israel, without giving effect to the rules respecting conflict of law , except that applicable Israeli laws, rules and regulations shall apply to any mandatory tax matters arising hereunder.

IN WITNESS WHEREOF , the Company has caused this Agreement to be executed by its duly authorized officer and the Participant has executed this Agreement as of the Date of Grant.

SUPERBUZZ INC. PARTICIPANT By: __ By: __ Name: __ Name: __ Title: __ Title: __

EXHIBIT A

NOTICE OF OPTION GRANT

Dear [NAME]:

I am pleased to inform you that the Board of Directors of SuperBuzz Inc. (the “ Company ”) has decided to grant you the following option to purchase Common Shares of the Company, subject to the terms and conditions of the SuperBuzz Inc. Omnibus Incentive Plan, including the Appendix for Israeli Taxpayers (the “ Plan ”) and the Option Agreement (the “ Option Agreement ”), as follows:

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Type of Option: 3(i) Award
Total Number of Common Shares
[NUMBER OF SHARES]
covered by this Option Grant:
Exercise Price Per Common Share: [EXERCISE PRICE]
Date of Option Grant: [GRANT DATE]
Option Expiration Date: [DATE OF GRANT + 10 YEARS]
Vesting Commencement Date: [VESTING COMMENCEMENT DATE]
Vesting Schedule: 25% of the Common Shares underlining the Option granted
hereunder shall vest on the first anniversary of the Vesting
Commencement Date, and the remaining 75% of the Common
Shares underlining the Option shall continue to vest for a period of
3 years thereafter, on a quarterly basis, such that upon the lapse of
each applicable quarter a number of Common Shares equal to 6.25%
of the Common Shares underlining the Option shall vest. [ Suggested
vesting schedule – 4-year vesting schedule with a 1-year cliff; may
be adjusted per your discretion ]
All vesting is subject to the Participant continuing to be a Service
Provider on such vesting date.
Special Terms (if any): N/A
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All capitalized terms in this Notice shall have the meaning assigned to them in this Notice, the Plan (including the Appendix for Israeli Taxpayers) or the Option Agreement, as applicable. The terms and conditions governing your grant are set forth in the Plan (including the Appendix for Israeli Taxpayers) and Option Agreement. This grant is contingent upon your execution of the Option Agreement.

Congratulations.

Yours truly,

______ SuperBuzz Inc.

EXHIBIT B

EXERCISE NOTICE

SuperBuzz Inc.

Attention: Chief Executive Officer

1. Option. The undersigned has been granted an option (the “ Option ”) to purchase Common Shares of SuperBuzz Inc. (the “ Company ”) pursuant to the SuperBuzz Inc. Omnibus Incentive Plan and the Appendix thereto for Israeli Taxpayers (the “ Plan ”), the Notice of Option Grant (the “ Notice ”) and Option Agreement (the “ Option Agreement ”), as follows:

Date of Option Grant: Number of Common Shares subject to the Option: Exercise Price per Common Share: US$ ______ (Circle the applicable currency)

2. Exercise of Option. The undersigned hereby elect to exercise the Option to purchase the following number of Common Shares, all of which are vested in accordance with the Notice and the Option Agreement:

Total Number of Common Shares Purchased: Total Exercise Price (Total Common Shares * Price Per Common US$ ______ Share): (Circle the applicable currency)

3. Payments. Enclosed is the payment in full of the total exercise price for the Common Shares in the following form(s), as authorized by the Option Agreement:

Cash: US$ ___ Check: US$ ___ (Circle the applicable currency of actual payment)

4. Tax Withholding. The undersigned explicitly acknowledges Section 6 of the Option Agreement, with respect to its bearing of any tax consequences in connection to the Option, and the exercise thereof, and without limitation hereby authorizes payroll withholding and otherwise will make adequate provision for all applicable tax withholding obligations of the Company, if any, in connection with the Option, all as more completely described in the Option Agreement and Plan.

5. Participant Information.

Participant’s address is: ___ ___ ___ Participant’s ID Number is: ___

6. Binding Effect. The undersigned agrees that the Common Shares are being acquired in accordance with and subject to the terms, provisions and conditions of the Plan and the Option Agreement, to all of which the undersigned hereby expressly assents. This agreement shall inure to the benefit of and be binding upon the undersigned heirs, executors, administrators, successors and assigns.

7. Transfer. The undersigned understands and acknowledges that the Common Shares have not been registered for sale to the public and that consequently the Common Shares must be held indefinitely unless they are subsequently registered in accordance with applicable securities laws or unless such registration is not required in the opinion of legal counsel satisfactory to the Company. The undersigned further understands and acknowledges that the Company is under no obligation to register the Common Shares. The undersigned understands that the certificate or certificates

evidencing the Common Shares will be imprinted with legends which prohibit the transfer of the Common Shares unless they are registered, or such registration is not required in the opinion of legal counsel satisfactory to the Company. The undersigned understands and agrees that the undersigned may be subject to certain restrictions and limitations, and may be required to execute certain documents, in connection with the offering of Common Shares to the public, as a result of applicable law, regulations, the rules of any public exchange and/or underwriter requirements, and hereby undertakes to abide by any and all such requirements, restrictions and limitations.

THE UNDERSIGNED FURTHER ACKNOWLEDGE THAT THE TRANSFER OF THE COMMON SHARES IS ALSO SUBJECT TO THE APPLICABLE RESTRICTIONS PROVIDED BY THE PLAN AND THE COMPANY’S ARTICLES OF ASSOCIATION, AND PARTICULARLY THOSE RESTRICTIONS IMPOSED IN THE FRAMEWORK OF AMENDED SECTION 3(I) OF THE ISRAELI TAX ORDINANCE.

The undersigned understands that it is purchasing the Common Shares pursuant to the terms of the Plan, the Notice and the Option Agreement, copies of which the undersigned has received and carefully read and understand.

Very truly yours,

__ Name: __ Date: _____

Receipt of the above is hereby acknowledged.

SuperBuzz Inc.

By: ___ Title: ____ Date: ______

EXHIBIT C

PROXY AND POWER OF ATTORNEY

I, the undersigned, in consideration for the grant of an option to me under the SuperBuzz Inc. Omnibus Incentive Plan, (the “ Plan ”) hereby appoint the Chief Executive Officer of SuperBuzz Inc. (the “ Company ”), or any other individual designated by the Board of Directors of the Company as his/her replacement (the “ Appointee ”) as my proxy to receive all shareholder notices and other communications intended for shareholders of the Company, to participate and vote (or abstain from voting), for me and on my behalf, on all matters and with respect to all meetings or written resolutions of or by the shareholders of the Company (or of any class or series of shareholders), on behalf of all the shares or other securities of the Company issued to me or to a trustee or any third party on my behalf.

This Proxy and Power of Attorney shall be interpreted in the widest possible sense, in reliance upon the Plan and upon the goals and intentions thereof.

IN WITNESS WHEREOF : Name: _____

Signature: __

Dated: _____

SUPERBUZZ INC.

OMNIBUS INCENTIVE PLAN

ISRAELI APPENDIX

1. SPECIAL PROVISIONS FOR ISRAELI PARTICIPANTS

(a) This Appendix (the “ Appendix ”) to the SuperBuzz Inc. Omnibus Incentive Plan (the “ Plan ”) was approved by the Board of SuperBuzz Inc. (the “ Company ”) on _____, 2021.

(b) The provisions specified hereunder apply only to persons who are deemed to be residents of the State of Israel for tax purposes, on the grant date, or are otherwise subject to taxation in Israel with respect to Awards.

(c) This Appendix applies with respect to Awards granted under the Plan. The purpose of this Appendix is to establish certain rules and limitations applicable to Awards and Common Shares that may be granted or issued under the Plan from time to time, in compliance with the securities and other applicable law currently in force in the State of Israel. Except as otherwise provided by this Appendix, all grants made pursuant to this Appendix shall be governed by the terms of the Plan. This Appendix complies with, and is subject to, the ITO and Section 102.

(d) The Plan and this Appendix shall be read together. In any case of contradiction, whether explicit or implied, between the provisions of this Appendix and the Plan, the provisions of this Appendix shall govern with respect to grant to Israeli Participants.

2. DEFINITIONS. Capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Plan. The following additional definitions will apply to grants made pursuant to this Appendix:

(a) “ 3(i) Award ” means an Award which is subject to taxation pursuant to Section 3(i) of the ITO which has been granted to any person who is not an Eligible 102 Participant.

(b) “ 102 Capital Gains Track ” means the tax alternative set forth in Section 102(b)(2) of the ITO pursuant to which all or a part of the income resulting from the sale of Common Shares is taxable as a capital gain.

(c) “ 102 Capital Gains Track Grant ” means a 102 Trustee Grant qualifying for the special tax treatment under the 102 Capital Gains Track.

(d) “ 102 Ordinary Income Track ” means the tax alternative set forth in Section 102(b)(1) of the ITO pursuant to which income resulting from the sale of Common Shares derived from Awards is taxed as ordinary income.

(e) “ 102 Ordinary Income Track Grant ” means a 102 Trustee Grant qualifying for the ordinary income tax treatment under the 102 Ordinary Income Track.

(f) “ 102 Trustee Grant ” means an Award granted pursuant to Section 102(b) of the ITO and held in trust by a Trustee for the benefit of the Eligible 102 Participant and includes both 102 Capital Gains Track Grants and 102 Ordinary Income Track Grants.

(g) “ Affiliate ” means any “employing company” within the meaning of Section 102(a) of the ITO.

(h) “ Award ” shall have the same meaning ascribed to such definition in the Plan, provided that this Appendix shall apply only to Awards that are settled in Common Shares. This Appendix will not apply to RSUs that are settled in cash.

(i) “ Controlling Shareholder ” as defined in Section 32(9) of the ITO, currently defined as an individual who prior to the grant or as a result of the grant or exercise of any Award, holds or would hold, directly or indirectly, in his name or with a relative (as defined in the ITO) (i) 10% or more of the outstanding share capital of the Company, (ii) 10% or more of the voting power of the Company, (iii) the right to hold or purchase 10% or more of the outstanding equity or voting power, (iv) the right to obtain 10% or more of the “profit” of the Company (as defined in the ITO), or (v) the right to appoint a director of the Company.

(j) “ Deposit Requirements ” means with respect a 102 Trustee Grant, the requirement to evidence deposit of an Award with the Trustee, in accordance with Section 102, in order to qualify as a 102 Trustee Grant. As of the time of approval of this Appendix, the ITA guidelines regarding Deposit Requirements for 102 Capital Gains Track Grants require that the Trustee be provided with (a) a copy of resolutions approving Awards intended to qualify as 102 Capital Gains Track Grants within 45 days of the date of Administrator’s approval of such Award, including full details of the terms of the Awards, (b) copy of the Eligible 102 Participant’s consent to the requirements of the 102 Capital Gains Track Grant within 90 days of the Administrator’s approval of such Award, and (c) with respect to an Award of Restricted Share, either a share certificate and copy of the Company’s share register evidencing issuance of the Common Shares underlying such Award in the name of the Trustee for the benefit of the Eligible 102 Participant, or deposit of the Common Shares with a financial institution in an account

administered in the name of the Trustee, as applicable, in each case, within 90 days of the date of the Administrator’s approval of such Award.

(k) “ Election ” means the Company’s choice, in its full and absolute discretion, of the type of 102 Trustee Grants it will make under the Plan (as between capital gains track or ordinary income track), as filed with the ITA.

(l) “ Eligible 102 Participant ” means a Participant who is employed by an Affiliate, which for the avoidance of doubt, includes the Company, including an individual who is engaged personally (and not through an entity) as a director or an office holder by an Affiliate, who is not a Controlling Shareholder.

(m) “ Israeli Fair Market Value ” means with respect to 102 Capital Gains Track Grants only, for the sole purpose of determining tax liability pursuant to Section 102(b)(3) of the ITO, if at the date of grant the Company’s Common Shares are listed on any established stock exchange or a national market system or if the Company’s Common Shares will be registered for trading within ninety (90) days following the date of grant, the fair market value of the Common Shares at the date of grant shall be determined in accordance with the average value of the Company’s Common Shares on the thirty (30) trading days preceding the date of grant or on the thirty (30) trading days following the date of registration for trading, as the case may be.

(n) “ ITA ” means the Israeli Tax Authority.

(o) “ ITO ” means the Israeli Income Tax Ordinance (New Version), 1961 and the rules, regulations, orders or procedures promulgated thereunder and any amendments thereto, including specifically the Rules, all as may be amended from time to time.

(p) “ Non-Trustee Grant ” means an Award granted to an Eligible 102 Participant pursuant to Section 102(c) of the ITO and not held in trust by a Trustee.

(q) “ Required Holding Period ” means the requisite period prescribed by the ITO and the Rules, or such other period as may be required by the ITA, with respect to 102 Trustee Grants, during which 102 Trustee Grants granted by the Company must be held by the Trustee for the benefit of the person to whom it was granted. As of the date of the adoption of this Appendix, the Required Holding Period for 102 Capital Gains Track Grants is 24 months from the date of grant of the Award and for 102 Ordinary Income Track Grant is 12 months from the date of grant of the Award.

(r) “ Rules ” means the Income Tax Rules (Tax Benefits in Share Issuance to Employees) 5763-2003.
(s) “ Section 102 ” means the provisions of Section 102 of the ITO, as amended from time to time.

(t) “ Trust Agreement ” means the agreement to be signed between the Company and/or an Affiliate and the Trustee for the purposes of Section 102.

(u) “ Trustee ” means a person or entity designated by the Administrator to serve as a trustee and approved by the ITA in accordance with the provisions of Section 102(a) of the ITO.

3. TYPES OF AWARDS

(a) Awards made pursuant to this Appendix shall be made pursuant to either (a) Section 102(b)(2) of the ITO as 102 Capital Gains Track Grants, (b) Section 102(b)(1) of the ITO as 102 Ordinary Income Track Grants, or (c) Section 102(c) of the ITO as Non-Trustee Grants, or (d) Section 3(i) of the ITO as 3(i) Awards.

(b) Eligible 102 Participants may receive only 102 Trustee Grants or Non-Trustee Grants under this Appendix. Participants who are not Eligible 102 Participants may be granted only 3(i) Awards under this Appendix.

(c) No 102 Trustee Grants may be made effective pursuant to this Appendix until 30 days after the date upon which the requisite filings required by the ITO and the Rules have been made with the ITA, including the filing of the Plan and this Appendix and any amendment to the Plan or the Appendix, to the extent applicable.

(d) The Award Agreement shall indicate whether the grant is a 102 Trustee Grant, a Non-Trustee Grant or a 3(i) Award; and, if the grant is a 102 Trustee Grant, whether it is a 102 Capital Gains Track Grant or a 102 Ordinary Income Track Grant.

4. TERMS AND CONDITIONS OF 102 TRUSTEE GRANTS

(a) The Company, in its discretion shall have an Election regarding the type of 102 Trustee Grant it chooses to make and shall have such Election filed with the ITA. Once the Company (or its Affiliate) has filed such Election, it may change the type of 102 Trustee Grant that it chooses to make only after the passage of at least 12 months from the end of the calendar year in which the first grant was made in accordance with the previous Election, in accordance with Section 102. For the avoidance of doubt, such Election shall not prevent the Company from granting Non-Trustee Grants to Eligible 102 Participants at any time.

(b) Each 102 Trustee Grant will be deemed granted on the date approved by the Administrator and stated in an Award Agreement, provided that the Company has also complied with any applicable Deposit Requirements.

(c) Each 102 Trustee Grant granted to an Eligible 102 Participant and each certificate for Common Shares acquired pursuant to a 102 Trustee Grant and each Additional Right issued thereunder shall be deposited with a Trustee in compliance with the Deposit Requirements and held in trust for the benefit of the Eligible 102 Participant for the Required Holding Period by the Trustee. After termination of the Required Holding Period, the Trustee may release such Awards and any Common Shares issued with respect to such Awards, provided that either (a) the Trustee has received an acknowledgment from the Israeli Income Tax Authority that the Eligible 102 Participant has paid any applicable tax due pursuant to the ITO, or (b) the Trustee and/or the Company or its Affiliate withholds any applicable tax due pursuant to the ITO. The Trustee shall not release any 102 Trustee Grants or Common Shares issued with respect to the 102 Trustee Grants prior to the full payment of the Eligible 102 Participant’s tax liabilities.

(d) Each 102 Trustee Grant shall be subject to the relevant terms of Section 102 and the ITO, which shall be deemed an integral part of the 102 Trustee Grant and shall prevail over any term contained in the Plan, this Appendix or Award Agreement that is not consistent therewith. Any provision of the ITO and any approvals of the ITA not expressly specified in this Appendix or any document evidencing an Award that are necessary to receive or maintain any tax benefit pursuant to the Section 102 shall be binding on the Eligible 102 Participant. The Trustee and the Eligible 102 Participant granted a 102 Trustee Grant shall comply with the ITO, and the terms and conditions of the Trust Agreement entered into between the Company and the Trustee. For avoidance of doubt, it is reiterated that compliance with the ITO specifically includes compliance with the Rules. Further, the Eligible 102 Participant agrees to execute any and all documents which the Company or the Trustee may reasonably determine to be necessary in order to comply with the provision of any applicable law, and, particularly, Section 102 and the Deposit Requirements. With respect to 102 Capital Gain Track Grants, to the extent that the Common Shares are listed on any established stock exchange or a national market system, the provisions of Section 102(b)(3) of the ITO will apply with

respect to the Israeli tax rate applicable to such Awards (including Options whose exercise price is lower than the Israeli Fair Market Value of the Common Shares on the date of grant).

(e) During the applicable Required Holding Period, the Eligible 102 Participant shall not require the Trustee to release or sell the Awards and Common Shares received subsequently following any realization of rights derived from Awards or Common Shares (including Additional Rights) to the Eligible 102 Participant or to a third party, unless permitted to do so by applicable law. Notwithstanding the foregoing, the Trustee may, pursuant to a written request and subject to applicable law, release and transfer such Common Shares to a designated third party, provided that both of the following conditions have been fulfilled prior to such transfer: (a) all taxes required to be paid upon the release and transfer of the Common Shares have been withheld for transfer to the tax authorities, and (b) the Trustee has received written confirmation from the Company that all requirements for such release and transfer have been fulfilled according to the terms of the Company’s Articles of Incorporation or any other similar incorporation document, the Plan, any applicable Award Agreement and applicable law. To avoid doubt such sale or release during the applicable Required Holding Period may result in different tax ramifications to the Eligible 102 Participant under Section 102 of the ITO and the Rules and/or any other regulations or orders or procedures promulgated thereunder, which shall apply to and shall be borne solely by such Eligible 102 Participant (including tax and mandatory payments otherwise payable by the Company or its Affiliates, which would not apply absent a sale or release during the applicable Required Holding Period).

(f) In the event a share dividend is declared and/or Additional Rights are granted with respect to Common Shares which derive from Awards granted as 102 Trustee Grants, such dividend and/or rights shall also be subject to the provisions of this Section 4 and the Required Holding Period for such dividend shares and/or rights shall be measured from the commencement of the Required Holding Period for the Award with respect to which the dividend was declared and/or rights granted. In the event of a cash dividend on Common Shares, the Trustee shall transfer the dividend proceeds to the Eligible 102 Participant, in accordance with the Plan, after deduction of taxes and mandatory payments, in compliance with applicable withholding requirements, and subject to any other requirements imposed by the ITA.

(g) If an Award granted as a 102 Trustee Grant is exercised or settled during the applicable Required Holding Period, the Common Shares issued upon such exercise or settlement shall be issued in the name of the Trustee for the benefit of the Eligible 102 Participant. If such an Award is exercised or settled after the Required Holding Period ends, the Common Shares issued upon such exercise or settlement shall, at the election of the Eligible 102 Participant, either (a) be issued in the name of the Trustee, or (b) be transferred to the Eligible 102 Participant directly, provided that the Eligible 102 Participant first complies with all applicable provisions of the Plan and this Appendix.

(h) To avoid doubt, and notwithstanding anything to the contrary in the Plan, it is clarified that the grant of certain types of equity-based Awards under the 102 Capital Gains Track are subject to the confirmation and approval of the ITA.

5. TERMS AND CONDITIONS OF NON-TRUSTEE GRANTS

Non-Trustee Grants shall be subject to the relevant provisions of Section 102 and the applicable Rules. The Administrator may determine that Non-Trustee Grants, the Common Shares issuable upon the exercise or vesting of a Non-Trustee Grant and/or any Additional Rights, shall be allocated or issued to the Trustee, who shall hold such Non-Trustee Grants and all accrued rights thereon in trust for the benefit of the Participant, until the full payment of tax arising from the Non-Trustee Grant (and/or any right issued thereunder). The Company may choose, alternatively, to require the Participant to provide the Company with a guarantee or other security, to the satisfaction of each of the Trustee and the Company, until the full payment of the applicable taxes

6. TERMS AND CONDITIONS OF 3(I) AWARDS

To the extent required by the ITO or the ITA or otherwise deemed by the Administrator to be advisable, the 3(i) Awards and/or any Common Shares or other Additional Rights issued thereunder shall be issued to a Trustee or any other custodian. In such event, the Trustee shall hold such Awards and any right issued thereunder in trust, until exercised by the Participant or (if applicable) vested, and the full payment of tax arising therefrom, pursuant to the Company's instructions from time to time as set forth in a trust agreement, which will have been entered into between the Company and the Trustee. If determined by the Administrator, and subject to such trust agreement, the Trustee shall be responsible for withholding any taxes to which a Participant may become liable upon issuance of Common Shares. Common Shares issued pursuant to a 3(i) Award shall not be issued, unless the Participant delivers to the Company payment in cash or by bank check or such other form acceptable to the Administrator of all withholding taxes due, if any, on account of the Participant acquiring Common Shares or the Participant provides other assurance satisfactory to the Administrator of the payment of those withholding taxes.

7. ASSIGNABILITY

(a) As long as Awards or Common Shares are held by the Trustee on behalf of the Eligible 102 Participant, all rights of the Eligible 102 Participant over the Common Shares are personal, cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution.

(b) Notwithstanding the provision of the Plan, the transfer, sale, assignment, pledge, hypothecation, or other encumbrance or disposal of any Common Shares issued as 102 Trustee Grants or as a result of exercise of 102 Trustee Grant (including any Additional Rights thereunder) shall be subject to the provisions of the Company’s Articles of Incorporation or any other similar incorporation documents, and to any limitation, restriction or obligation applicable to shareholders included in any shareholders agreement applicable to all or substantially all of the holders of Common Shares, any other governing documents of the Company, and all policies, manuals and internal regulations adopted by the Company from time to time, and any other provisions deemed by the Company to be appropriate in order to ensure compliance with applicable laws. Each Participant shall execute such separate agreement(s) as may be requested by the Company relating to matters set forth herein. The execution of such separate agreement(s) may be a condition by the Company to the exercise of any Award.

8. TAX CONSEQUENCES

(a) Any tax consequences arising from the grant or settlement of any Award, the exercise of any Option, the issuance, sale or transfer and payment for the Common Shares covered thereby, or from any other event or act (of the Company and/or its Affiliates and/or the Trustee and/or the Participant) relating to an Award or Common Shares issued thereupon shall be borne solely by the Participant. The Company and/or its Affiliates, and/or the Trustee shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Participant shall agree to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Participant. The Company or any of its Affiliates, and the Trustee may make such provisions and take such steps as it/they may deem necessary or appropriate for the withholding of all taxes required by law to be withheld with respect to an Award granted under the Plan and the exercise, sale, transfer or other disposition thereof, including, but not limited, to (a) deducting the amount so required to be withheld from any other amount then or thereafter payable to a Participant, including by deducting any such amount from a Participant’s salary or other amounts payable to the Participant, to the maximum extent permitted under law; (b) requiring a Participant to pay to the Company or any of its Affiliates the amount so required to be withheld as a condition of the issuance, delivery, distribution or release of any Common Shares; (c) withholding otherwise deliverable Common Shares having a Fair Market Value equal to the

minimum amount statutorily required to be withheld; and/or (d) selling a sufficient number of such Common Shares otherwise deliverable to a Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to the Participant’s authorization as expressed by acceptance of the Award under the terms herein), to the extent permitted by applicable law or pursuant to the approval of the ITA. In addition, the Participant will be required to pay any amount (including penalties) that exceeds the tax to be withheld and transferred to the tax authorities, pursuant to applicable tax laws, regulations and rules.

(b) With respect to Non-Trustee Grants, if the Eligible 102 Participant ceases to be employed by the Company or any Affiliate, the Eligible 102 Participant shall extend to the Company and/or its Affiliate a security or guarantee for the payment of tax due at the time of sale of Common Shares to the satisfaction of the Company, all in accordance with the provisions of Section 102 of the ITO and the Rules.

9. SECURITIES LAWS

All Awards hereunder shall be subject to compliance with the Israeli Securities Law, 1968, and the rules and regulations promulgated thereunder.

10. GOVERNING LAW

This Appendix shall be governed by, construed and enforced in accordance with the laws set forth in the Plan, except that applicable Israeli laws, rules and regulations shall apply to any mandatory tax matters arising hereunder.

AI assistant

SuperBuzz Inc. — Proxy Solicitation & Information Statement 2022

47944_rns_2022-01-18_b793b93f-f904-4f5b-a163-c9be45999181.pdf

CROSS BORDER CAPITAL I INC.

AND

MANAGEMENT INFORMATION CIRCULAR

CROSS BORDER CAPITAL I INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

IMPORTANT

TABLE OF CONTENTS

CROSS BORDER CAPITAL I INC.

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

Appointment, Time for Deposit and Revocation of Proxies

Appointment of a Proxy

Non-Registered Holders

Revoking a Proxy

Signature on Proxies

Voting of Proxies

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

INDEBTEDNESS OF DIRECTORS AND OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INTEREST OF DIRECTORS AND OFFICERS IN MATTERS TO BE ACTED UPON

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Director and Named Executive Officer Compensation

Compensation Securities

Compensation Securities

Securities Authorized for Issuance under Equity Compensation Plans

Notes:

Pension and Other Benefit Plans

Termination of Employment, Change in Responsibilities and Employment Contracts

Other Compensation

Option Plan

AUDIT COMMITTEE

Composition of the Audit Committee

Relevant Education and Experience

Sophie Galper-Komet – Chief Financial Officer and Director

Jason Saltzman - Director

Jared Adelstein - Director

Promoters

Audit Committee Oversight

Reliance on Certain Exemptions

Audit Committee Charter

External Auditor Service Fees (By Category)

Notes:

CORPORATE GOVERNANCE

QUALIFYING TRANSACTION

MATTERS TO BE CONSIDERED AT THE MEETING

1. Election of Directors

Other Current Reporting Issuer Experience

2. Election of Post-Transaction Directors

New Nominees

Biographical information regarding the New Nominees is set out below.

Liran Brenner, Chief Executive Officer and Director

Nahum Segal, Director

Dror Erez, Director

Tzafrir Peles, Director

Corporate Cease Trade Orders, Bankruptcies and Penalties

3. Appointment of Auditors

4. Appointment of Post-Transaction Auditors

5. Elimination of the Requirement to Complete a Qualifying Transaction Within 24 Months of Listing Date and Associated Consequences

“BE IT RESOLVED THAT:

6. Amendments to the Escrow Agreement

“BE IT RESOLVED THAT:

7. Permission to Pay Finder’s Fee or Commission to a Non-Arm’s Length Party

“BE IT HEREBY RESOLVED:

8. Amendment to the Stock Option Plan in accordance with the Updated CPC Policy

“BE IT HEREBY RESOLVED:

9. Adoption of a new Omnibus Equity Incentive Plan for the Resulting Issuer

“BE IT HEREBY RESOLVED:

10. Name Change

“ BE IT HEREBY RESOLVED as a special resolution of the Corporation that:

ADDITIONAL INFORMATION

BOARD APPROVAL

SCHEDULE “A”

CROSS BORDER CAPITAL I INC. AUDIT COMMITTEE CHARTER

CROSS BORDER CAPITAL I INC. AUDIT COMMITTEE CHARTER

I. GENERAL

SuperBuzz Inc. Proxy Solicitation & Information Statement 2022