SuperBuzz Inc.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 10, 2024

AND

MANAGEMENT INFORMATION CIRCULAR

DATED: NOVEMBER 5, 2024

This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters referred to in this document, you should immediately contact your advisor.

SUPERBUZZ INC. Suite 801-1 Adelaide Street East Toronto, ON M5C 2V9

NOTICE OF ANNUAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN that the annual and special meeting (the “ Meeting ”) of the shareholders of SuperBuzz Inc. (the “ Company ”) will be held at the offices of Garfinkle Biderman LLP (Suite 801-1 Adelaide St. E, Toronto, ON M5C 2V9), on December 10, 2024, beginning at 1:00 p.m. (Toronto time) for the following purposes:

to place before the Meeting the audited financial statements of the Company for the fiscal year ended December 31, 2023, and the accompanying report of the auditors thereon;
to elect Liran Brenner, Sophie Galper-Komet, Tsafrir Peles, Nahum Segal and Yoel Yogev as directors of the Company to hold office until the next annual meeting of the Company, or until their earlier resignation or such time as their successors are duly elected or appointed in accordance with the Company’s constating documents;
to re-appoint Bassi & Karimjee LLP Chartered Accountants, as the auditors of the Company for the Company’s fiscal year ending December 31, 2024, with remuneration to be fixed by the board of directors of the Company (the “ Board ”);
to consider and, if thought advisable, pass an ordinary resolution to ratify and re-approve the Company’s omnibus equity incentive plan, as more particularly described in Schedule “B” attached to the accompanying management information circular (the “ Circular ”);
to consider and, if deemed advisable, to pass, with or without variation, a special resolution to effect the consolidation of all of the issued and outstanding common shares of the Company on the basis of a consolidation ratio selected by the Board of up to five (5) old common shares for one (1) new common share, and authorizing the Board to determine the final consolidation ratio in its sole discretion, as more fully described in the accompanying Circular; and
to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

The Circular accompanying this notice of Meeting (the “ Notice ”) provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice. The Board has fixed October 21, 2024, as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the Circular.

If you are a registered shareholder of the Company and unable to attend the Meeting, please exercise your right to vote by: (a) completing, dating, signing and returning the form of proxy in the enclosed proxy return envelope to TSX Trust Company (“ TSX Trust ”): (a) by mail to 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1; (b) (b) logging on to www.voteproxyonline.com and entering your control number as instructed on the login page; (c) faxing the completed form of proxy to 416-595-9593. A completed proxy must be received at TSX Trust no later than 1:00 p.m. (Toronto time) on December 6, 2024, or at least 48 hours (excluding Saturdays, Sundays and holidays) preceding any adjournment of the Meeting. Late proxies may be accepted or rejected by the chairman of the Meeting in their discretion, and the chairman is under no obligation to accept or reject any particular late proxies.

If you are a non-registered shareholder of the Company and received this Notice and accompanying materials through a broker, a financial institution, a participant, or a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing

that holds your securities on your behalf (each, an “ Intermediary ”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Toronto, Ontario, 5[th] day of November, 2024.

By Order of the Board of Directors of

SUPERBUZZ INC.

“Liran Brenner ” ___ Liran Brenner Chief Exeuctive Officer and Director

PLEASE VOTE. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED FORM OF PROXY AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED.

SUPERBUZZ INC. Suite 801-1 Adelaide Street East Toronto, ON M5C 2V9

MANAGEMENT INFORMATION CIRCULAR

INTRODUCTION

This management information circular (the “ Circular ”) accompanies the notice (the “ Notice ”) of the annual and special meeting of shareholders (the “ Meeting ”) of SuperBuzz Inc. (the “ Company ”), to be held beginning at 1:00 p.m. (Toronto time) on December 10, 2024 at the offices of Garfinkle Biderman LLP (Suite 801-1 Adelaide Street East, Toronto, ON M5C 2V9), and is furnished to shareholders holding common shares of the Company (each, a “ Share ”), in connection with the solicitation by the management of the Company of proxies to be voted at the Meeting, or at any adjournment or postponement thereof.

Date and Currency

This Circular is dated November 5, 2024, and, unless otherwise indicated, the information provided in this Circular is given as of such date. Unless otherwise stated, all amounts herein are in Canadian dollars.

PROXIES AND VOTING RIGHTS

Management Solicitation

The solicitation of proxies by management of the Company will be conducted primarily by mail and may be supplemented by telephone or other personal contact to be made without special compensation to any of the directors, officers and employees of the Company. No solicitation is expected to be made by specifically engaged employees or soliciting agents. The costs of the solicitation of proxies by management for use at the Meeting will be borne by the Company.

No person has been authorized to give any information or to make any representation other than as contained in this Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Circular. This Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized or is unlawful, or in which the person making such solicitation is not qualified to do so.

Appointment of Proxy

The board of directors of the Company (the “ Board ”) have fixed October 21, 2024, as the record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting (the “ Record Date ”). Only shareholders of record at the close of business on the Record Date are entitled to receive notice of and vote at the Meeting. A shareholder is entitled to one vote for each Share that such shareholder holds on the Record Date on the resolutions to be voted upon at the Meeting, and any other matter to come before the Meeting. Registered shareholders may attend the Meeting in person or be represented by proxy. Non-registered holders of Shares should read the information under the heading “ Advice to Beneficial Shareholders ”.

The persons named as proxyholders in the enclosed form of proxy (the “ Designated Persons ”) are Grant Duthie, the Corporate Secretary of the Company, and Jessica Whitton of Garfinkle Biderman LLP, legal counsel to the Company.

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER OF THE COMPANY), OTHER THAN THE DESIGNATED PERSONS NAMED IN

THE ENCLOSED FORM OF PROXY, TO ATTEND AND ACT FOR OR ON BEHALF OF THAT SHAREHOLDER AT THE MEETING.

A SHAREHOLDER MAY EXERCISE THIS RIGHT BY STRIKING OUT THE PRINTED NAMES OF THE DESIGNATED PERSONS AND INSERTING THE NAME OF SUCH OTHER PERSON AND, IF DESIRED, AN ALTERNATE TO SUCH PERSON, IN THE BLANK SPACE PROVIDED ON THE FORM OF PROXY. SUCH SHAREHOLDER SHOULD NOTIFY THE NOMINEE OF THE APPOINTMENT, OBTAIN THE NOMINEE’S CONSENT TO ACT AS PROXY, AND PROVIDE INSTRUCTION TO THE NOMINEE ON HOW THE SHAREHOLDER’S SHARES SHOULD BE VOTED. THE NOMINEE MUST BRING PERSONAL IDENTIFICATION TO THE MEETING.

A proxy may not be valid unless it is dated and signed by the shareholder who is giving it or by that shareholder’s attorney-in-fact duly authorized by that shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney-in-fact for the corporation. If a form of proxy is executed by an attorneyin-fact for an individual shareholder or joint shareholders, or by an officer or attorney-in-fact for a corporate shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarially certified copy thereof, must accompany the form of proxy.

Revocation of Proxies

A shareholder who has given a proxy may revoke it at any time before it is exercised by an instrument in writing (including another completed form of proxy): (a) executed by that shareholder or by that shareholder’s attorneyin-fact authorized in writing or, where the shareholder is a corporation, by a duly authorized officer of, or attorney-in-fact for, the corporation; and (b) delivered either: (i) to the Company at the address set forth above, at any time up to and including the last business day preceding the day of the Meeting or, if adjourned or postponed, any reconvening thereof, (ii) to the Chairman of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (iii) in any other manner provided by law.

Also, a proxy will automatically be revoked by either: (i) attendance at the Meeting and participation in a poll (ballot) by a shareholder, or (ii) submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to any such revocation.

Voting of Shares and Proxies and Exercise of Discretion by Designated Persons

A shareholder may indicate the manner in which the Designated Persons are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space. If the instructions as to voting indicated in the proxy are certain, the Shares represented by the proxy will be voted for, against, or withheld from voting in accordance with the instructions given in the proxy. If the shareholder specifies a choice in the proxy with respect to a matter to be acted upon, then the Shares represented will be voted or withheld from the vote on that matter accordingly. The Shares represented by a proxy will be voted for, against, or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for, and if the shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

IF NO CHOICE IS SPECIFIED IN THE PROXY WITH RESPECT TO A MATTER TO BE ACTED UPON, THE PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO THAT MATTER UPON THE DESIGNATED PERSONS. IT IS INTENDED THAT THE DESIGNATED PERSONS WILL VOTE THE SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED IN THE PROXY, INCLUDING FOR THE ELECTION OF THE NOMINEES IDENTIFIED HEREIN AS DIRECTORS OF THE COMPANY AND THE APPOINTMENT OF THE COMPANY’S AUDITOR.

The enclosed form of proxy confers discretionary authority upon the Designated Persons with respect to other matters which may properly come before the Meeting, including any amendments or variations to any matters identified in the Notice, whether or not any such amendment or variation is routine or contested. At the date of this Circular, management of the Company is not aware of any such amendments, variations or other matters to come before the Meeting.

In the case of abstentions from, or withholding of, the voting of the Shares of a shareholder on any matter, the Shares that are the subject of the abstention or withholding will be counted for determination of a quorum but will not be counted as affirmative or negative on the matter to be voted upon.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set out in this section is of significant importance to many holders of Shares, as a substantial number of shareholders of the Company do not hold Shares in their own name . Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders are “nonregistered” shareholders because the Shares they own are not registered in their names but are instead registered in the name of a brokerage firm, bank or trust company. More particularly, a person is not a registered shareholder in respect of Shares which are held on behalf of that person (i.e., such person is a “beneficial shareholder”, referred to herein as a “ Non-Registered Holder ”). Shares beneficially owned by a Non-Registered Holder are registered either: (a) in the name of an intermediary (an “ Intermediary ”) that the Non-Registered Holder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators or self-administered RRSP’s, RRIF’s, RESPs and similar plans); or (b) in the name of a clearing agency (such as CDS Clearing and Depositary Services Inc.) of which the Intermediary is a participant.

Intermediaries are required to forward the Notice, Circular and form of proxy for the Meeting (collectively, the “ Meeting Materials ”) to Non-Registered Holders, unless a Non-Registered Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to NonRegistered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

(a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Holder when submitting the proxy. In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with TSX Trust as provided above; or
(b) more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “voting instruction form”) which the Intermediary must follow. Typically, the voting instruction form will consist of a one-page pre-printed form. Sometimes, instead of a one-page pre-printed form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions, which contains a removable label containing a bar-code and other information.
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In order for the form of proxy to validly constitute a voting instruction form, the NonRegistered Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit a Non-Registered Holder to direct the voting of the Shares which they beneficially own. Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the Designated Persons and insert the Non-Registered Holder’s name in the blank space provided. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

There are two kinds of beneficial owners – those who object to their name being made known to the issuers of securities which they own (i.e., objecting beneficial owners, referred to herein as “ OBO s”) and those who do not object to the issuers of the securities they own knowing who they are (i.e., non-objecting beneficial owners, referred to herein as “ NOBOs ”). Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators (“ NI 54-101 ”), issuers can obtain a list of their NOBOs from Intermediaries for distribution of proxy-related materials directly to NOBOs. In accordance with the requirements set out in NI 54-101, the Company has distributed copies of the Meeting Materials to the clearing agencies and Intermediaries (or their agents) for onward distribution to all NonRegistered Holders.

These Meeting Materials are being sent to both registered shareholders and Non-Registered Holders pursuant to NI 54-101. If you are a Non-Registered Holder who is a NOBO, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding Shares on your behalf. The Company’s management does intend to pay for Intermediaries to forward to OBOs the Meeting Materials.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Record Date

The Record Date for the purpose of determining the shareholders entitled to receive notice of and vote at the Meeting has been fixed as October 21, 2024. All shareholders of record at the close of business on the Record Date are entitled to vote the Shares registered in such shareholder’s name at that date on each matter to be acted upon at the Meeting.

Description of Voting Securities

The Company is authorized to issue an unlimited number of Shares without par value. As of the Record Date, a total of 80,584,514 Shares were issued and outstanding. Each Share carries the right to one vote on each matter at the Meeting. The outstanding Shares of the Company are listed and posted for trading on the TSX Venture Exchange (the “ TSXV ”).

No other voting securities are issued and outstanding as of the Record Date.

Quorum

The quorum for the transaction of business at the Meeting is met if the holders of at least five (5)% of the Shares entitled to vote, whether represented in person or by proxy, are present.

Principal Shareholders

To the knowledge of the directors and senior officers of the Company, as at the Record Date, and based on the

Company’s review of the records maintained by TSX Trust, electronic filings with the System for Electronic Document Analysis and Retrieval Plus (“ SEDAR+ ”) and insider reports filed with the System for Electronic Disclosure by Insiders (“ SEDI ”), as at the date of this Circular, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, Shares carrying more than 10% of the voting rights attached to the outstanding Shares of the Company, other than as set forth below:


Name	Number of Common Shares	Percentage
Yoel Yogev(1)(2)	20,333,336	25.23%
Dror Erez(1)	15,589,606	19.35%

Note:

(1) Based on 80,584,514 Shares issued and outstanding.

(2) Mr. Yogev, a director of the Company, also beneficially owns and controls, directly or indirectly, an aggregate of 20,333,366 Share purchase warrants of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

1. PRESENTATION OF FINANCIAL STATEMENTS

At the Meeting, the Company’s audited financial statements for the fiscal year ended December 31, 2023 (the “ Annual Financial Statements ”), and the accompanying report of the auditors thereon, will be laid before shareholders at the Meeting and are available under the Company’s SEDAR+ profile at www.sedarplus.ca. No vote by shareholders is required with respect to this matter.

2. ELECTION OF DIRECTORS

Shareholders will be asked to elect the five (5) 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 Company, or (b) his/her successor is duly elected or appointed in accordance with the Business Corporations Ac t (Ontario) and the By-Laws of the Company, 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 Designated Persons, 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 Company 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, Place of Residence and Position(s) with the Company	Principal Occupation(1)	Director Since	Number of Shares Beneficially Owned(1)
Liran Brenner Tel Aviv, Israel Chief Executive Officer and Director	Chief Executive Officer of SuperBuzz Inc.	November 2022	2,591,675
Sophie Galper-Komet(2) Toronto, Ontario Director	Chief Executive Officer of BST Canada Ltd.	November 2020	513,130
Tsafrir Peles(2) Tel Aviv, Israel Director	Consultant	March 2024	Nil
Nahum Segal(2) Tel Aviv, Israel Director	CEO of Segal Group	July 2024	3,716,517
Yoel Yogev Shoham, Israel Director	Chairman and Chief Exeuctive Officer of GEV-EL Technologies Ltd.	July 2024	20,333,366

Notes:

(1) Information has been furnished by the respective Nominees individually.

(2) Member of the Audit Committee of the Board. For more information, please see the heading entitled “Audit Committee Disclosure”.

(3) Management does not contemplate that any of the Nominees will be unable to serve as directors. If any vacancies occur in the slate of Nominees listed above before the Meeting, then, subject to applicable law, the Designated Persons intend to exercise discretionary authority to vote the Shares represented by proxies for the election of any other persons as directors. All Nominee biographies are set forth below.

Liran Brenner, Chief Executive Officer & Director

Liran Brenner is a senior Software engineer with more than 30 years of experience in developing, managing, and leading companies. Liran holds a PhD (summa cum laude) from AIU. 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.

Yoel Yogev, Director (Chairman)

Yoel Yogev is a seasoned executive with extensive experience in electronic design, project management, and sales leadership. Over the course of his career, he has held key roles in sales and support at top technology companies, including Intel, Philips, and IDT. With a strong background in engineering and business development, Mr. Yogev has been instrumental in driving growth and innovation across multiple sectors of the electronics industry. He holds a Bachelor of Science in Electrical Engineering from the Technion – Israel Institute of Technology in Haifa.

Sophie Galper-Komet, Director

Sophie Galper-Komet is a seasoned and highly motivated executive, financial expert and strategy consultant, with broad experience in the corporate, public, and start-up arenas. Sophie possesses over 20 years of experience working in various capacities in the capital markets and private equity sectors, and has expertise in developing diverse funding solutions for corporations, including initial public offerings, bond offerings, mergers and acquisitions and private equity solutions. Ms. Galper-Komet has been intimately involved with several mature and public companies as well as high-tech start-up ventures. Since the beginning of 2019, Ms. Galper-Komet has served as Chief Operating Officer of a private real estate investment company. Prior to this role, she served as the principal and owner of Business Scope International, a private consultancy firm focused on corporate strategy, funding solutions, business development, investment relations, and corporate governance services for an array of corporate clients. In addition, Ms. Galper-Komet’s experience and past activities range from financial research through investor relations to business development and investment banking in a variety of industries. She has served on the board of directors of numerous public companies and financial institutions, both on the TSX and Tel Aviv Stock exchanges, including serving several stints as the chair of several board committees. Ms. Galper-Komet is a current director and the Chief Financial Officer of the Company. In addition to the foregoing, Ms. Galper-Komet has served on the advisory boards of numerous tech companies.

Tsafrir Peles, Director

Tsafrir 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 Defense 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.

Nahum Segal, Director

Nahum 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.

Management recommends the election of each of the Nominees as a director of the Company. The Designated Persons intend to vote FOR the election of each of the Nominees, unless a shareholder has specified in their form of proxy that the Shares represented by such a form of proxy are to be withheld from voting in respect thereof.

Corporate Cease Trade Orders

To the best of management’s knowledge, no Nominee of the Company has, within 10 years before the date of this Circular, been a director or officer of any company that, while that person was acting in that capacity, (i) was the subject of a cease trade or similar order or an order that denied that person or company access to any exemption under securities legislation for a period of more than 30 consecutive days, or (ii) was subject to an event that resulted, after the director or officer ceased to be a director or officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days.

Bankruptcies

To the best of management’s knowledge, no Nominee of the Company: (i) is or has been within the 10 years before the date of this Circular, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets.

Penalties and Sanctions

Other than as disclosed in the 2022 Circular (as defined herein), to the best of management’s knowledge, no Nominee of the Company 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 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 securityholder in deciding whether to vote for a proposed director.

3. APPOINTMENT OF AUDITOR

It is proposed that Bassi & Karimjee LLP, Chartered Accountants (“ Bassi & Karimjee LLP ”), whose principal office is located at 7900 Hurontario Street, Suite 504, Brampton, Ontario L6Y 0P6, be re-appointed as auditor of the Company.

Bassi & Karimjee LLP was first appointed as auditor of the Company on April 26, 2023. In accordance with National Instrument 51-102 – Continuous Disclosure Obligations (“ NI 51-102 ”), a copy of the prescribed reporting package (the “ Auditor Reporting Package ”) relating to the change in auditors is attached as Schedule “A” to this Circular, including the Company’s notice of change of auditor dated May 2, 2023, and letters of

acknowledgement from each of Ziv Haft Certified Public Accounts (Israel), a BDO member firm and Bassi & Karimjee LLP, dated May 2, 2023. As noted in the Auditor Reporting Package (“ Ziv Haft ”), no “reportable events” (within the meaning of NI 51-102) have occurred and Ziv Haft did not express a modified opinion on any of its reports on the Company’s financial statements for the auditors of the two most recently completed fiscal years of the Company.

At the Meeting, shareholders will be asked to vote for the re-appointment of Bassi & Karimjee LLP, to serve as auditor of the Company for the Company’s fiscal year ending December 31, 2024, at a remuneration to be fixed by the Board.

Management recommends shareholders vote FOR the appointment of Bassi & Karimjee LLP, as the Company’s auditor for the Company’s fiscal year ending December 31, 2024 at remuneration to be fixed by the Board. Unless the shareholder has specified in the enclosed form of proxy that the Shares represented by that proxy are to be withheld from voting in the appointment of auditors, the persons named in the enclosed form of proxy intend to vote FOR the foregoing resolution. To be effective, the resolution respecting the appointment of auditors must be approved by at least a majority of the votes cast at the Meeting.

4. APPROVAL OF THE OMNIBUS EQUITY INCENTIVE PLAN

On February 7, 2022, the shareholders of the Company approved the omnibus equity incentive plan of the Company (the “ Equity Incentive Plan ”), pursuant to which it is able to issue Share-based long-term incentives.

Pursuant to the Equity Incentive Plan, all directors, officers, employees, management company employees and consultants of the Company and/or its affiliates (“ Participants ”) are eligible to receive Awards (as herein defined), subject to the terms of the Equity Incentive Plan. Awards include Share purchase options (“ Options ”) and restricted share units (“ RSUs ”, and together with Options, “ Awards ”), under the Equity Incentive Plan.

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

A full copy of the Equity Incentive Plan is also attached hereto as Schedule “B”. At the Meeting, Shareholders will be asked to consider and, if thought advisable, to pass, subject to the acceptance of the TSXV, with or without variation, an ordinary resolution approving the Equity Incentive Plan for the ensuing year (the “ Equity Incentive Plan Resolution ”). To be effective, the Equity Incentive Plan Resolution must be passed by a majority of the votes cast by Shareholders present or represented by proxy at the Meeting. Management recommends to the Shareholders that the Equity Incentive Plan be re-approved for the coming year.

5. AMENDMENT TO ARTICLES OF INCORPORATION TO EFFECT CONSOLIDATION

At the Meeting, Shareholders will be asked to approve the consolidation of the Shares (the “ Consolidation ”) on the basis of a consolidation ratio selected by the Board of up to one (1) “new” Share for every five (5) “old” Shares outstanding (the “ Proposed Consolidation Ratio ”). As at the date of this Circular, there were 80,584,514 Shares issued and outstanding. Following the completion of the Consolidation, the Company would have 16,116,902 Shares outstanding, assuming the Consolidation is completed on the basis of the Proposed Consolidation Ratio (subject to rounding at the individual Shareholder level as discussed below, and prior to the issuance of any Shares upon exercise of any outstanding convertible securities of the Company). The Board may in its sole discretion, determine to use a consolidation ratio which may be less than the Proposed Consolidation Ratio, and subject always to the Company continuing to meet the distribution requirements of the TSXV. Subject to the approval of the TSXV, approval of the special resolution by the Shareholders of the Company would give the Board authority to implement the Consolidation at a time to be determined by the Board.

Accordingly, at the Meeting, Shareholders will be asked to approve a special resolution substantially in the form annexed hereto as Schedule “C” authorizing the Company to effect an amendment to the articles of the Company so as to effect the Consolidation (the “ Consolidation Resolution ”). Non-registered Shareholders holding their Shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have various procedures for processing the Consolidation. If a Shareholder holds Shares with such a bank, broker or other nominee and has any questions in this regard, the Shareholder is encouraged to contact its nominee. No fractional post-Consolidation Shares will be issued upon the Consolidation. If as a result of the Consolidation, a Shareholder becomes entitled to a fractional post-Consolidation Share, such fraction will be rounded up or down to the nearest whole number. The Company will direct its registrar and transfer agent to send letters of transmittal to holders of Shares for use in transmitting their share certificates to the Company’s registrar and transfer agent, TSX Trust Company (the “ Depositary ”), in exchange for new certificates representing the number of postConsolidation Shares to which such Shareholder is entitled as a result of the Consolidation. Shareholders are encouraged to follow the instructions contained on the letter of transmittal in order to receive the postConsolidation Shares to which they are entitled following the completion of the Consolidation. In order to receive certificates representing post-Consolidation Shares issued pursuant to the Consolidation, Shareholders must deliver to the Depositary (i) their certificates representing Shares; (ii) a duly completed letter of transmittal and (iii) such other documents as the Depositary may require. Upon return of a properly completed letter of transmittal, together with certificates representing Shares and such other information as requested by the Depositary, certificates for the appropriate number of post-Consolidation Shares will be distributed without charge. Certificates for the post-Consolidation Shares issued to a Shareholder who provides the appropriate documentation described above, shall be registered in such name or names and will be delivered to such address or addresses as such holder may direct in the letter of transmittal as soon as practicable after the receipt by the Depositary of the required documents.

Please do not send the letter of transmittal or share certificates to the Depositary until the Company announces by press release that the Consolidation has become effective . No delivery of a certificate evidencing a post-Consolidation Share to a Shareholder will be made until the Shareholder has surrendered its current issued certificates. Until surrendered, each certificate formerly representing old Shares shall be deemed for all purposes to represent the number of post-Consolidation Shares to which the holder is entitled as a result of the Consolidation. In order to be adopted, the Consolidation Resolution must be approved by at least twothirds of the votes cast by the holders of the Shares, either present in person or represented by proxy at the Meeting. The articles of amendment will not have any effect on the operations of the Company, other than as noted above. The Consolidation remains subject to regulatory approval, including without limitation, approval of the TSXV.

The Board has unanimously approved the Consolidation and recommends that the Shareholders vote FOR the Consolidation Resolution.

The Consolidation Resolution must be approved by at least two-thirds (66 ⅔%) of the votes cast in person or by proxy at the Meeting. It is the intention of the persons named in the enclosed proxy, in the absence of instructions to the contrary, to vote the proxy FOR the Consolidation Resolution.

The Consolidation will not be effective until all applicable filings are complete. Notwithstanding approval of the proposed Consolidation by the Shareholders, the Board, in its sole discretion, may revoke the special resolution and abandon the Consolidation without further approval or action by or prior notice to the Shareholders.

STATEMENT OF EXECUTIVE COMPENSATION

General

Securities laws require that a “Statement of Executive Compensation” in accordance with Form 51-102F6V be included in this Circular. Form 51-102F6V prescribes the disclosure requirements in respect of the compensation of certain executive officers (NEOs, as defined below) and directors of reporting issuers. For the purposes of this Circular:

“ NEO ” or “ named executive officer ” means each of the following individuals:

(a) each individual who served as chief executive officer (“ CEO ”) of the Company, or who performed functions similar to a CEO, during any part of the most recently completed financial year;
(b) each individual who served as chief financial officer (“ CFO ”) of the Company, or who performed functions similar to a CFO, during any part of the most recently completed financial year;
(c) the most highly compensated executive officer of the Company or any of its subsidiaries (if any) other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than CAD$150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V, for that financial year; and
(d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at the end of that financial year;

Information disclosed herein in respect of NEOs is for the Company as of December 31, 2023. For the purposes of this Statement of Executive Compensation, the Company’s NEOs were as follows:

(a) Liran Brenner, CEO & Director; and
(b) Igor Kostioutchenko, CFO.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

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

Name and Position	Year	Salary, Consulting Fee, Retainer or Commission (US$)	Bonus (US$)	Commit tee or Meeting Fees (US$)	Value of Perquisit es (US$)	Value of All Other Compensa tion (US$)	Total Compensati on (US$)
Liran Brenner Tel Aviv, Israel Chief Executive Officer and Director	2023 2022	176 174	Nil Nil	Nil Nil	Nil Nil	Nil Nil	176 174
Igor Kostioutchenko Toronto, Ontario Chief Financial Officer	2023 2022	48 N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	48 N/A

Sophie Galper- Komet Toronto, Ontario Director	2023 2022	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Tsafrir Peles(1) Tel Aviv, Israel Director	2023 2022	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Nahum Segal(2) Tel Aviv, Israel Director	2023 2022	24 30	Nil Nil	Nil Nil	Nil Nil	Nil Nil	24 30
Yoel Yogev(3) Tel Aviv, Israel Director	2023 2022	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A

Notes:

(1) Mr. Peles was appointed as a director of the Company in March 2024.

(2) Mr. Segal was appointed as a director of the Company in July 2024.

(3) Mr. Yogev was appointed as a director of the Company in July 2024.

Stock Options and Other Compensation Securities

The Company did not grant or issue any compensation securities in the year ended December 31, 2023.

Exercise of Compensation Securities by Directors and NEOs

No director or NEO exercised or redeemed any compensation securities during the Company’s most recently completed fiscal year ended December 31, 2023.

Stock option plans and other incentive plans

Pursuant to the Equity Incentive Plan, all Participants (as defined in the Equity Incentive Plan) are eligible to receive Awards including Options, RSUs and RSUs.

Purpose of the Equity Incentive Plan

The Equity Incentive Plan serves several purposes for the Company. One purpose is to advance the interests of the Company by developing the interests of Participants in the growth and development of the Company by providing such persons with the opportunity to acquire a proprietary interest in the Company. All Participants are considered eligible to be selected to receive an Award under the Equity Incentive Plan. Another purpose is to attract and retain key talent and valuable personnel, who are necessary to the Company’s success and reputation, with a competitive compensation mechanism. Finally, the Equity Incentive Plan will align the interests of Participants with those of shareholders by devising a compensation mechanism which encourages the prudent maximization of distributions to shareholders and long-term growth.

The main components of the Company’s compensation program are as follows: (i) base salary (fixed cash amount), (ii) short-term performance incentives (variable cash bonuses), and (iii) a broad range of long-term “at risk” equity-based incentives under the Equity Incentive Plan.

The Equity Incentive Plan is administered by the Board or, if applicable, a committee of the Board.

Equity Incentive Plan Maximum and Limits

The number of Shares reserved for issuance to Participants under the Equity Incentive Plan and all other share compensation arrangements of the Company (including the Shares reserved for issuance pursuant to the option plan of the Company previously in effect) may not exceed ten percent (10%) of the Shares outstanding from

time to time. The Equity Incentive Plan is a “rolling” maximum share omnibus plan, and any increase or reduction in the number of outstanding Shares will result in an increase or reduction, respectively, in the number of Shares that are available to be issued under the Equity Incentive Plan.

No Awards, other than Options, may vest before the date that is one year following the date it is granted or issued, although the vesting required of any such Awards may be accelerated for a Participant who dies or who ceases to be an eligible Participant under the Equity Incentive Plan or in connection with a Change in Control (as such term is defined in the Equity Incentive Plan).

The maximum number of Shares reserved for issue pursuant to Awards granted to Participants who are insiders of the Company in any twelve (12) month period may not exceed, in the aggregate, ten percent (10%) of the number of Shares then outstanding, unless disinterested Shareholder approval is received therefor in accordance with the policies of the TSXV. The maximum number of Shares reserved for issue pursuant to Awards granted under the Equity Incentive Plan to any one Participant in any twelve (12) month period shall not exceed five percent (5%) of the number of Shares then outstanding, unless disinterested Shareholder approval is received therefor in accordance with the policies of the TSXV. The maximum number of 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 Shares then outstanding.

Adjustments

In the event of any subdivision of the Shares into a greater number of Shares, any consolidation of Shares into a lesser number of Shares, any reclassification, reorganization or other change affecting the Shares, any merger, amalgamation or consolidation of the Company with or into another corporation, or any distribution to all holders of Shares or other securities in the capital of the Company, of cash, evidences of indebtedness or other assets of the Company (excluding an ordinary course dividend in cash or Shares) or any transaction or change having a similar effect, appropriate adjustments shall, subject to the prior acceptance of the TSXV if applicable, be made in the number and class of Shares subject to the Equity Incentive Plan and to any outstanding Awards, and in the exercise price per Share of any outstanding Awards.

Amendment Provision

The Board may amend, suspend or terminate the Equity Incentive Plan at any time or amend or revise the terms of any granted Award without the consent of the Participants, provided that such suspension, termination, amendment or revision: (a) may not adversely alter or impair the rights of any Participant, without the consent of such Participant except as permitted by the provisions of the Equity Incentive Plan; (b) must be in compliance with applicable law and with the prior approval, if required, of the shareholders of the Company, the TSXV, or any other regulatory body having authority over the Company; and (c) be subject to shareholder approval, where required by law or the requirements of the TSXV.

The following amendments to the Equity Incentive Plan will require disinterested shareholder approval: (a) any increase to the maximum number of Shares issuable under the Equity Incentive Plan; (b) any amendment which reduces the exercise price of an Option or any cancellation of an Option and replacement of such Option with an Option with a lower exercise price; (c) any amendment which extends the expiry date of any Award beyond the original expiry date; (d) any amendment which increases the maximum number of Shares that may be issuable to insiders at any time or issued to insiders under the Equity Incentive Plan and any other proposed or established share compensation arrangement in a one-year period; (e) a change in the termination provision of an Award; and (f) any amendment to the definition of an “Eligible Participant” under the Equity Incentive Plan.

Options

The exercise price for each Option shall be established in the discretion of the Board; provided, however, that (a) the exercise price per Share shall be not less than the Discounted Market Price (as defined the policies of the TSXV) of a Share on the effective date of grant of the Option.

The term of each Option shall be fixed by the Board but shall not exceed 10 years from the date of grant thereof, subject to certain limited exceptions. Notwithstanding the foregoing, should the expiration date for an Option fall within a Blackout Period (as defined in the Equity Incentive Plan), such expiration date shall be automatically extended without any further act or formality to that date which is the 10[th] business day after the end of the Blackout Period.

Restricted Share Units

The Board may grant RSUs under the Equity Incentive Plan, which represent rights to receive Shares on a future date determined in accordance with the Participant’s award agreement. No monetary payment is required for receipt of RSUs or the Shares issued in settlement of the award, the consideration for which is furnished in the form of the Participant’s services to the Company. The Board may grant RSU Awards subject to the attainment of one or more performance goals, or may make the awards subject to vesting conditions. RSUs may not be transferred by the Participant. RSUs may be settled in cash, Shares or any combination of these.

Unless otherwise provided by the Board, a Participant will forfeit any RSUs which have not vested prior to the Participant’s termination of service. Participants have no voting rights or rights to receive cash dividends with respect to RSU Awards until Shares are issued in settlement of such Awards. However, the Board may grant RSUs that entitle their holders to dividend equivalent rights consistent with the requirements of Policy 4.4 of the TSXV, which are rights to receive a cash payment equal in value to the dividends the Company pays.

Cessation of Service and Transferability

The Board may provide the circumstances in which Awards shall be exercised, vested, paid or forfeited in the event a Participant ceases to provide service to the Company prior to the end of a performance period or exercise or settlement of such Award. Any Awards granted must expire within a reasonable period, not exceeding 12 months, following the date a Participant ceases to be an eligible Participant under the Equity Incentive Plan.

Subject to limited exceptions in the Equity Incentive Plan for certain Awards, an Award may be exercised by a liquidator, executor or administrator, as the case may be, of the estate of the Participant.

Options and RSUs will be subject to forfeiture or repurchase, as applicable, in the case of termination of service of a Participant. In the case of termination for cause, all unvested RSUs and Options shall immediately be forfeited or cancelled. In the case of termination not for cause, resignation, permanent disability, retirement, death or leave of absence, vested Options will be subject to a period of time as specified in the Equity Incentive Plan in which they will be exercisable.

Employment, consulting and management agreements

In the financial year ended December 31, 2023, management functions of the Company were not, to any substantial degree, performed other than by directors or NEOs of the Company. There were no agreements or arrangements that provide for compensation to NEOs or directors of the Company, or that provide for payments to a NEO or director at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, severance, a change of control in the Company or a change in the NEO or director’s responsibilities in the most recently completed financial year.

Oversight and description of director and named executive officer compensation

The Board assumes overall responsibility for the direction of the Company through its delegation to senior management and through the ongoing function of the Board and its committees, as applicable.

Elements of Compensation

The Company’s compensation arrangements for its directors and officers, may, in addition to salary, include compensation in the form of bonuses upon the achievement of certain milestones and the granting of Awards.

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The compensation policy of the Company may be re-evaluated in the future to emphasize increased base salaries and/or cash bonuses with a reduced reliance on Awards, depending upon the future development of the Company and other factors which may be considered relevant by the Board, from time to time.

Base Salaries

Base salaries are intended to provide an appropriate level of fixed compensation that will assist in employee retention and recruitment. Base salaries will be determined on an individual basis, taking into consideration the past, current and potential contribution to the Company’s success, the position and responsibilities of such NEO and competitive industry pay practices for other high growth, premium brand companies of similar size and revenue growth potential.

Equity-Based Compensation

Shareholders approved the Stock Option Plan which enables the Company and its affiliated companies to: (i) promote and retain employees, officers, consultants, advisors and directors capable of assuring the future success of the Company, (ii) to offer such persons incentives to put forth maximum efforts, and (iii) to compensate such persons through various stock and cash- based arrangements and provide them with opportunities for stock ownership, thereby aligning the interests of such persons and shareholders.

Directors are entitled to receive Awards in accordance with the terms of the Equity Incentive Plan and will be reimbursed for any out-of-pocket travel expenses incurred to attend meetings of the Board, committees of the Board or meetings of the shareholders of the Company. The Company also has customary insurance for the benefit of its directors and indemnifies the directors pursuant to its By-Laws.

Performance Bonuses

Annual bonuses will be awarded based on qualitative and quantitative performance standards and will reward performance of each NEO individually. The determination of an NEO’s performance may vary from year to year depending on economic conditions and conditions in the Company’s industry and may be based on measures such as stock price performance, the meeting of financial targets against budget (such as adjusted funds from operations), the meeting of acquisition objectives and balance sheet performance.

Compensation and Measurement of Performance

When determining compensation policies and individual compensation levels for the Company’s executive officers, a variety of factors are considered including: the overall financial and operating performance of the Company; each executive officer’s individual performance and contribution towards meeting corporate objectives; each executive officer’s level of responsibility and length of service; and industry comparables. The Board seeks to ensure that, at all times, its compensation arrangements adequately reflect the responsibilities and risks involved in being an effective director or officer of the Company.

The Board does not use fixed criteria in determining the mix of compensation and instead determines compensation based on a contextual analysis of the Company. The Board will on occasion reference other comparable publicly traded Canadian companies to align its compensation practices with market practice while taking into account the financial and other resources of the Company.

The Company’s compensation philosophy for its executive officers will follow three underlying principles: to provide compensation packages that encourage and motivate performance; to be competitive with other companies in the industry in which it operates, which are of similar size and scope of operations, so as to attract and retain talented executives; and to align the interests of its executive officers with the long-term interests of the Company and its shareholders through stock related programs.

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Pension Disclosure

The Company does not have and does not intend to implement a pension plan for its directors or NEOs.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth details regarding the number of Shares authorized for issuance from treasury under the Company’s Equity Incentive Plan as at December 31, 2023.

Plan Category	Number of Shares to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted- average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by shareholders	402,500	USD$0.10	7,655,951
Equity compensation plans not approved by shareholders	-	-	-
Total	402,500	USD$0.10	7,655,951

For information regarding the material terms of the Company’s equity compensation plan, please see the heading entitled “ Statement of Executive Compensation – Equity Incentive Plan ”.

AUDIT COMMITTEE DISCLOSURE

National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators (“ NI 52-110 ”) requires the Company, as a venture issuer, to disclose annually in its Circular certain information concerning the constitution of the audit committee of the Board (the “ Audit Committee ”) and its relationship with its independent auditor. The overall purpose of the Audit Committee of the Company is to assist the Board in its oversight of the integrity of the Company’s financial statements and other relevant public disclosure, the Company’s compliance with legal and regulatory requirements relating to financial reporting, the external auditors’ qualifications and independence and the performance of the internal audit function and the external auditors.

The Audit Committee Charter

The Company has adopted a written charter for the Audit Committee which sets out the Audit Committee’s responsibility in fulfilling its obligations. The full text of the Company’s Audit Committee Charter is attached to this Circular at Schedule “D”.

Composition of the Audit Committee

Section 6.1.1 of NI 52-110 provides that an audit committee of a venture issuer must be composed of a minimum of three (3) members, that each member must be a director, and a majority of the members must not be executive officers, employees, or control persons.

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The following persons are members of the Audit Committee:

Member Name	Independence(1)	Financial Literacy(2)

Sophie Galper-Komet	Independent(1)	Financially Literate
Nahum Segal	Independent(1)	Financially Literate
Tsafrir Peles	Independent(1)	Financially Literate

Notes:

(1) As defined by National Instrument 51-110 – Audit Committees (“ NI 52-110 ”), a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board, reasonably interfere with the exercise of the member’s independent judgment.
(2) As defined by NI 52-110, an individual is financially literate if they have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. Each Audit Committee member has the industry experience necessary to understand and analyze the financial statements of the Company, as well as the understanding of internal controls and procedures necessary for financial reporting.

The Audit Committee assists the Board in fulfilling its responsibilities for oversight of financial and accounting matters. The Audit Committee, among other responsibilities, reviews the financial reports and other financial information provided by the Company to regulatory authorities and its shareholders and reviews the Company’s system of internal controls regarding finance and accounting including auditing, accounting and financial reporting processes.

The mandate of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities relating to financial accounting, reporting and internal controls for the Company. The Audit Committee is be responsible for: conducting reviews and discussions with management and the external auditors relating to the audit and financial reporting; oversee the work of the external auditors; evaluate audit services and pre-approve related fees; pre-approval of non-audit related fees; obtain and review an annual written report of the external auditor; review and approve hiring policies relating to hiring personnel connected to the present and former external auditors; review the audited annual financial statements; review public disclosure guidance regarding financials; and to serve an oversight function, including assessing the integrity of internal controls and financial reporting procedures. In addition, the Audit Committee is responsible for directing the auditors’ examination of specific areas, for the selection of the Company’s independent auditors and for the approval of all non-audit services for which its auditors may be engaged.

Relevant Education and Experience

Each member of the Company’s Audit Committee has adequate education and experience relevant to their performance as an audit committee member and, in particular, the requisite education and experience that provides the member with:

i. an understanding of the accounting principles used by the Company to prepare its financial statements and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;
ii. experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements or experience actively supervising individuals engaged in such activities; and
iii. an understanding of internal controls and procedures for financial reporting.
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Brief descriptions of the education and experience of each audit committee member that is relevant to the performance of each member’s responsibilities pertaining to the audit committee are provided below:

Sophie Galper-Komet

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 holds an MBA in Finance and Accounting and a BA in Economics and Psychology from Tel Aviv University (TAU).

Tsafrir Peles

Nahum Segal

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on:

(a) the exemption in section 2.4 ( De Minimis Non-Audit Services ) of NI 52-110, which exempts all non-audit services provided by the Company’s auditor from the requirement to be preapproved by the Audit Committee if such services are less than 5% of the auditor’s annual fees charged to the Company;
(b) the exemption in subsection 6.1.1(4) (Circumstances Affecting the Business or Operations of the Venture Issuer) of NI 52-110;
(c) the exemption in subsection 6.1.1(5) ( Events Outside Control of Member ) of NI 52-110;
(d) the exemption in subsection 6.1.1(6) ( Death, Incapacity or Resignation ) of NI 52-110; or (e) an exemption from NI 52-110, in whole or in part, granted under Part 8 ( Exemptions ).

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. The Audit Committee will review the engagement of the Company’s auditors to provide non-audit services, as and when required.

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External Auditor Service Fees

In the following tables, “audit fees” are fees billed by the Company’s external auditors for services provided in auditing the Company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of the Company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

The aggregate fees billed by the Company’s external auditor in the last two fiscal years, by category, are as follows:

ows:
Year Ended December 31	Audit Fees (US$)	Audit Related Fees (US$)(1)
2023	$31,118	Nil
2022	$30,738	Nil

Notes:

(1) Consulting services for interim financial statements.

Exemption

The Company is a “venture issure” as defined in NI 52-110 relying on the exemption provided by Parts 3 ( Composition of Audit Committee ) and Part 5 ( Reporting Obligations ) of NI 52-110.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No current or former director, executive officer or employee, proposed Nominee for election to the Board, or associate of such persons is, or has been, indebted to the Company since the beginning of the most recently completed financial year of the Company and no indebtedness remains outstanding as at the date of this Circular.

None of the directors or executive officers of the Company is or, at any time since the beginning of the most recently completed financial year, has been indebted to the Company. None of the directors’ or executive officers’ indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year, has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion, “Informed Person” means (a) a Director or Executive Officer of the Company; (b) a Director or Executive Officer of a person or company that is itself an Informed Person or a subdiary of the Company; (c) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Company or a combination of both carrying more than ten percent (10%) of the voting rights attached to all outstanding voting securities of the Company, other than the voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company itself of it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Except as disclosed below, elsewhere herein or in the notes to the Company’s financial statements for the financial year ended December 31, 2023, none of: (a) the Informed Persons of the Company; (b) a proposed nominee for election as a Director of the Company; or (c) any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, in any transaction since the commencement of the last financial year of the Company or in any proposed transaction which has materially affected or would materially affect the Company or any subsidiary of the Company.

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Debt Settlement Transaction

On July 5, 2024, the Company completed a debt settlement whereby the Company settled an aggregate loan of $1,199,298.66 through the issuance of 36,929,955 units of the Company (each, a “ Unit ”), at a price of $0.03 per Unit, and 3,046,667 Shares to settle $91,400 of debt (the “ Debt Settlement Transaction ”). In connection with the Debt Settlement Transaction, Yoel Yogev, an Informed Person, acquired 19,000,033 Units to settle $570,001 in debt owing to him. Additionally, Dror Erez, an Informed Person, acquired 7,583,393 Shares to settle his debt pursuant to the Debt Settlement Transaction.

MANAGEMENT CONTRACTS

There were no management functions of the Company that were, to any substantial degree, performed by a person other than the directors or executive officers of the Company since the start of the Company’s most recently completed financial year.

CORPORATE GOVERNANCE

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices of the Canadian Securities Administrators (“ NI 58-101 ”), the Company is required to disclose its corporate governance practices as follows:

Board of Directors

The Board currently consists of five (5) directors, Liran Brenner, Sophie Galper-Komet, Tsafrir Peles, Nahum Segal, and Yoel Yogev.

Section 1.4 of National Instrument 52-110 sets out the standard for director independence. Under NI 52-110, a director is independent if he has no direct or indirect material relationship with the Company. A material relationship is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. NI 52-110 also sets out certain situations where a director will automatically be considered to have a material relationship to the Company. Based on information provided by each director concerning his background, employment and affiliations, the Board has determined that of the five (5) directors of the Board, one (1) director is not independent as a result of his relationship with the Company.

Ms. Galper-Komet, Mr. Peles, Mr. Segal and Mr. Yogev are considered “independent” because they have no direct or indirect relationship with the Company that could, in the view of the Board, be reasonably expected to interfere with the exercise of his independent judgment. Mr. Brenner is the Chief Executive Officer of the Company, and therefore he is not considered to be independent.

The majority of the Board is comprised of independent members.

Directorships

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

Name	Name of Reporting Issuer	Trading Market	Position	From	To
Sophie Galper- Komet	B. Yair Construction CompanyLtd.	Tel Aviv Stock Exchange	Director	May 2011	May 2020
	Ordea Print Ltd.	Tel Aviv Stock Exchange	Director	January 2014	March 2020

16 -

Vonetize Ltd.	Tel Aviv Stock Exchange	Director	August 2016	April 2019
Bitfarms Ltd.	Tel Aviv Stock Exchange	Director	February 2019	June 2020
Impact Development GroupInc.	TSX Venture Exchange	Director	November 2023	Present
Stickit Technologies Inc	Canadian Securities Exhange	Chief Financial Officer	October 2023	Present

Orientation and Continuing Education

The Board briefs all new directors with respect to the policies of the Board and other relevant corporate and business information. The Board will provide, from time to time, as required, continuing education about the Company to maintain a current understanding of the Company’s business, including its operation, internal controls, financial reporting and accounting practices.

Ethical Business Conduct

The Board monitors ethical conduct of the Company and ensures that it complies with applicable legal and regulatory requirements, such as those of relevant securities commissions and stock exchanges. The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate legislation on the individual directors’ participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates ethically and in the best interests of the Company.

Nomination of Directors

The Board is responsible for identifying individuals qualified to become new Board members and recommending to the Board new director nominees for the next annual meeting of shareholders. New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the required time, show support for the Company’s mission and strategic objectives, and a willingness to serve.

Compensation

See “ Statement of Executive Compensation – Oversight and Description of Director and Named Executive Officer Compensation ” for disclosure pertaining to the determination of director and NEO compensation.

Other Board Committees

Other than the Audit Committee, the Board has no other committees.

Assessments

The Board regularly monitors the adequacy of information given to directors, communications between the Board and management and the strategic direction and processes of the Board and its committees.

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

To the knowledge of management of the Company, no director or executive officer of the Company who was a director or executive officer since the beginning of the Company’s last financial year, no Nominee, nor any associate or affiliate of any such director, officer, or Nominee, has any material interest, direct or indirect, by

17 -

way of beneficial ownership of Shares or other securities in the Company or otherwise, in any matter to be acted upon at the Meeting, other than the re-approval of the Equity Incentive Plan.

DOCUMENTS INCORPORATED BY REFERENCE

The disclosure under the heading entitled “ 2. Election of Post-Transaction Directors – Corporate Cease Trade Orders, Bankruptcies and Penalties ” contained in the Company’s management information circular dated January 6, 2022 (the “ 2022 Circular ”), is specifically incorporated by reference into and forms an integral part of this Circular. The 2022 Circular is available under the Company’s profile on SEDAR+ at www.sedarplus.ca. The Company will provide a copy of the 2022 Circular to any shareholder, free of charge, upon request to the Company (email: [email protected]).

ADDITIONAL INFORMATION

Shareholders may contact the Company at its head office by mail at 801-1 Adelaide St. E, Toronto, ON M5C 2V9 to request copies of the Company’s financial statements and related Management’s Discussion and Analysis (the “ MD&A ”). Financial information is provided in the Company’s audited financial statements and MD&A for the year ended December 31, 2023, which are available, together with additional information relating to the Company, under the Company’s profile on SEDAR+ at www.sedarplus.ca.

OTHER MATTERS

Other than the above, management of the Company know of no other matters to come before the Meeting other than those referred to in the Notice. If any other matters that are not currently known to management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the Designated Persons to vote on such matters in accordance with their best judgment.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Circular, and the delivery of it to each shareholder of the Company entitled thereto and to the appropriate regulatory authorities, has been authorized by the Board.

DATED at Toronto, Ontario, 5[th] day of November, 2024.

By Order of the Board of Directors of

SUPERBUZZ INC.

“Liran Brenner ”_____ Liran Brenner Chief Executive Officer and Director

SCHEDULE “A” - AUDITOR REPORTING PACKAGE

(See attached.)

SuperBuzz Inc. (formerly, Cross Border Capital I Inc.) Consolidated Financial Statements

For the years ended December 31, 2023 and 2022 (Expressed in United States Dollars)

SUPERBUZZ INC. (formerly, Cross Border Capital I Inc.) Table of Contents December 31, 2023 (Expressed in thousands of United States Dollars except for Number of Shares)

Independent Auditor’s Report .......................................................................................................................... 3 Consolidated Statements of Financial Position ............................................................................................... 6 Consolidated Statements of Loss and Comprehensive Loss .......................................................................... 7 Consolidated Statements of Changes in Equity .............................................................................................. 8 Consolidated Statements of Cash Flows ......................................................................................................... 9 Notes to the Consolidated Financial Statements ........................................................................................... 10

Page 2 of 46

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INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Superbuzz Inc. (formerly, Cross Border Capital I Inc.)

Opinion

We have audited the consolidated financial statements of Superbuzz Inc. (formerly, Cross Border Capital Inc.) and its subsidiaries (the “Company”), which comprise the consolidated statements of financial position as at December 31, 2023 and 2022, the consolidated statements of loss and comprehensive loss, changes in equity, and cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter - Material Uncertainty Related to Going Concern

We draw attention to Note 2 to the consolidated financial statements, which indicates that the Company incurred a net loss during the year ended December 31, 2023 and had an accumulated deficit at December 31, 2023. As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that material uncertainties exist that cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter

described in the Emphasis of Matter - Material Uncertainty Related to Going Concern section of our report, we have determined that there are no other key audit matters to communicate in our audit report.

Other Information

Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis but does not include the consolidated financial statements and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements, or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk

of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is Joozer Karimjee.

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Brampton, Ontario April 29, 2024

Chartered Professional Accountants Licensed Public Accountants

SUPERBUZZ INC. (formerly, Cross Border Capital I Inc.) Consolidated Statements of Financial Position As at December 31, 2023 and 2022

(Expressed in thousands of United States Dollars except for Number of Shares)

		December 31,	December 31,
	Note	2023	2022
		$	$
ASSETS
Current
Cash and cash equivalents		2	150
Prepaid and other receivables	21	3	165
Restricted cash	21	4	13
		9	328
Property, plant and equipment	13	4	2

		13	330
LIABILITIES
Current
Trade and other payables	14	351	306
Due to related party		466	-
Warrant liability	16(d)	83	83
Shareholder loans	18(b)	308	236
		1,208	625
SHAREHOLDER'S DEFICIENCY
Share capital	16(b)	6,555	6,551
Additional paid in capital	16(c)	2,773	2,454
Options reserve	16(e)	98	38
Deficit		(10,622)	(9,338)
		(1,195)	(295)
		13	330

GOING CONCERN 2 SUBSEQUENT EVENT 22 Liran Brenner Nahum Segal Director Director

The accompanying notes form an integral part, and should be read in conjunction with, these financial statements.

Page 6 of 46

SUPERBUZZ INC. (formerly, Cross Border Capital I Inc.) Consolidated Statements of Loss and Comprehensive Loss For the years ended December 31, 2023 and 2022 (Expressed in thousands of United States Dollars except for Number of Shares)

	Note	2023	2022
		$
REVENUES	8	8	-
DIRECT COSTS		-	-
GROSS PROFIT		8	-
EXPENSES
Selling, general and administrative	10	781	1,267
Research and development	9	354	247
Finance expense (income), net	11	156	74
Transaction costs		-	480
Public listing fee	1(b)	-	1,798
		1,292	3,866
NET LOSS AND COMPREHENSIVE
LOSS FOR THE PERIOD		(1,284)	(3,866)
LOSS PER SHARE
Basic	20	(0.033)	(0.123)
Diluted	20	(0.033)	(0.121)

The accompanying notes form an integral part, and should be read in conjunction with, these financial statements.

Page 7 of 46

SUPERBUZZ INC. (formerly, Cross Border Capital I Inc.) Consolidated Statements of Changes in Equity For the years ended December 31, 2023 and 2022

(Expressed in thousands of United States Dollars except for Number of Shares)

			Additional			Total
	Common	Share	paid in	Options		shareholders'
	shares	capital	capital	reserve	Deficit	surplus (deficit)
	#	$	$	$	$	$
Balance, as at December 31, 2021	27,362,483	4,769	210	-	(5,472)	(493)
Private placement	250,310	66	-	-	-	66
Share-based compensation	-	-	114	38	-	152
Shares issued for services	-	207	-	-	-	207
Redemption of RSUs	980,594	-	-	-	-	-
Common shares issued upon exercise of warrants	300,000	22	-	-	-	22
Effect of reverse takeover transaction	7,029,067	1,487	2,130	-	-	3,617
Net loss and comprehensive loss	-	-	-	-	(3,866)	(3,866)
Balance, as at December 31, 2022	35,922,454	6,551	2,454	38	(9,338)	(295)

Balance, as at December 31, 2022	35,922,454	6,551	2,454	38	(9,338)	(295)
Private placement	3,639,500	-	323	-	-	323
Share-based compensation	-	-	-	60	-	60
Common shares issued upon exercise of options	57,500	4	(4)	-	-	0
Net loss and comprehensive loss	-		-	-	(1,284)	(1,284)
Balance, as at December 31, 2023	39,619,454	6,555	2,773	98	(10,622)	(1,195)

The accompanying notes form an integral part, and should be read in conjunction with, these financial statements.

Page 8 of 46

SUPERBUZZ INC. (formerly, Cross Border Capital I Inc.) Consolidated Statements of Cash Flows For the years ended December 31, 2023 and 2022 (Expressed in thousands of United States Dollars except for Number of Shares)

	2023	2022
		$
OPERATING ACTIVITIES
Net loss and comprehensive loss for the period	(1,284)	(3,866)
Items not affecting cash:
Depreciation and amortization	1	1
Listing expenses	-	1,798
Share-based compensation	140	370
Change in fair value of warrant liability	0	8
Finance expense	(63)	(78)
	78	2,099
Changes in non-cash working capital:
Prepaid and other receivables	162	13
Trade receivables	-	6
Due to related party	444	-
Trade and other payables	45	15
	650	34
CASH AND CASH EQUIVALENTS
USED IN OPERATING ACTIVITIES	(555)	(1,733)
INVESTING ACTIVITIES
Change in restricted cash	9	(8)
Purchase of property, plant, and equipment	(2)	(3)
CASH AND CASH EQUIVALENTS
USED IN INVESTING ACTIVITIES	7	(11)
FINANCING ACTIVITIES
Loans from shareholders	72	96
Repayments of promissory notes	-	(262)
Proceeds from private placement	323	80
Proceeds on exercise of options	4	22
Net proceeds from Qualifying Transaction	-	1,947
CASH AND CASH EQUIVALENTS
USED IN FINANCING ACTIVITIES	400	1,883

CHANGE INCASH ANDCASH EQUIVALENTS	(148)	139
Cash and cash equivalents, beginning of the year	150	11
Cashand cashequivalents, end of the year	2	150

The accompanying notes form an integral part, and should be read in conjunction with, these financial statements.

Page 9 of 46

SUPERBUZZ INC. (formerly, Cross Border Capital I Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of United States Dollars except for Number of Shares)

1. GENERAL INFORMATION

SuperBuzz Inc. (formerly, Cross Border Capital I Inc.), (the “Company”) is providing a real-time marketing automation platform that increases customer engagement through dynamic push notification campaigns that deliver relevant, personalized messages in micro-moments that matter across mobile and desktop.

The Company was incorporated in Israel in January 2018. The Company's registered head office is located at 63 Levi Eshkol St., Tel-Aviv, Israel, and its common shares are traded on the Canadian Securities Exchange under the symbol “SPZ”.

These consolidated financial statements are presented in United States Dollars, except per share and number of share amounts, and are rounded to the nearest thousand. Foreign operations and their effects are included in accordance with the policies set out in Note 5(g)(ii) .

(a) Reverse takeover

On July 15, 2021, Cross Border Capital I Inc. (“CBX”), a capital pool company as defined in in TSX Venture Exchange Policy 2.4 entered into a binding letter of intent (the “LOI”) with Message Notify Ltd. (“MNL”). The letter of intent outlined proposed terms and conditions pursuant to which CBX and MNL would effect a business combination that would result in a reverse takeover of CBX by the shareholders of MNL (the “RTO”).

The Tax Authority of Israel has issued a pre-ruling to the Company that, on successful completion of the Qualifying Transaction, the transaction is not taxable pursuant to provisions of Section 103J of the Ordinance or provisions thereof. The pre-ruling is contingent on full adherence to conditions, consisting substantially of certifications by the Company to not materially alter its nature of operations subsequent to closing the Qualifying Transaction, set forth in the Ordinance and the tax pre-ruling.

In advance of the RTO, MNL split its common shares on the basis of 5.1313:1 and completed a private placement of subscription receipts. Pursuant to the terms of the private placement, each subscription receipt automatically converted into one unit of securities of the MNL, with each unit composed of one ordinary share and one warrant immediately before the exchange of outstanding securities.

Upon closing of the RTO, MNL had 34,641,860 common shares issued and outstanding and 9,382,215 common shares reserved for issuance, comprised of 6,158,420 warrants, 460,000 stock options, and 2,763,795 RSUs.

(b) Effect of reverse takeover transaction

On June 16, 2022, Cross Border Capital I Inc. (“CBX”) completed the RTO with Message Notify Ltd. (“MNL”), whereby MNL acquired all of the issued and outstanding common shares of CBX. The effects of the RTO are described as follows:

All of the subscription receipts of MNL converted to MNL units in accordance with their terms, resulting in the issuance of 5,494,740 MNL common shares and 5,494,740 MNL warrants;
Immediately prior to completion of the RTO, an additional 1,216,228 MNL common shares were issued upon conversion of the SAFEs ( Note 15(b) );
All of the 29,641,860 MNL common shares outstanding immediately prior to the closing were sold and transferred to the CBX in exchange for the issuance of one CBX common share per MNL common share;
Each convertible security of MNL outstanding immediately prior to the closing, including the MNL warrants and MNL RSUs, exclusive of certain finder’s RSUs, were exchanged for one comparable convertible security of the Resulting Issuer, and each such convertible security of MNL was cancelled upon exchange;
MNL became the wholly-owned subsidiary of the Resulting Issuer, and the Resulting Issuer will carry on the business of MNL;
The corporate name of the Resulting Issuer was effected as “SuperBuzz Inc.”.

Page 10 of 46

1. GENERAL INFORMATION (CONT’D)

(b) Effect of reverse takeover transaction (cont’d)

For accounting purposes, the acquisition was considered to be a reverse acquisition under IFRS 3 as the shareholders of MNL obtained control of CBX. However, as CBX does not meet the definition of a business as defined by IFRS 3, it has been accounted for as a share-based payment transaction in accordance with IFRS 2. The accounting for this transaction resulted in the following:

The consolidated financial statements of the combined entity are issued under the legal parent, CBX, but are considered a continuation of the financial statements of the legal subsidiary, MNL.
As MNL is deemed to be the acquirer for accounting purposes, its assets and liabilities are included in the consolidated financial statements at their historical carrying values.
Since the shares allocated to the former shareholders of CBX on closing the RTO is considered within the scope of IFRS 2, and the Company cannot identify specifically some or all of the goods or service received in return for the allocation of the shares, the value in excess of the net identifiable assets or obligations of CBX acquired on closing was expensed in the consolidated statement of loss and comprehensive loss as a listing expense.

Listing expenses for the RTO were relating to deemed value of the shares issued, legal fees, issuance of warrants for consulting services provided, and other related costs, as follows:

	Number	Amount
	#	$
Consideration
Common shares	5,000,000	1,547
Options	460,000	118
Warrants	300,000	67
Legal fees incurred aspart of the RTO		151
		1,883
Identifiable net assets acquired
Cash held in trust		154
Prepaid expenses		-
Accountspayable and accrued liabilities		(69)
		85

Listingexpense		1,798

This amount was recognized on the consolidated financial statements in profit or loss.

2. GOING CONCERN

These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The realizable values may be substantially different from their carrying values, as shown in these consolidated financial statements. These consolidated financial statements do not affect adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.

Page 11 of 46

2. GOING CONCERN (CONT’D)

As at December 31, 2023, the Company had total liabilities in excess of total assets of $1,195 (December 31, 2022 – $295) and a cumulative deficit of $10,622 (December 31, 2022 – $9,338). The Company has not yet been able to generate positive cash flows from operations. These conditions raise material uncertainties which may cast a significant doubt upon the Company’s ability to continue as a going concern. Whether and when the Company can generate sufficient cash flows to pay for its expenditures and settle its obligations as they fall due after December 31, 2023 is uncertain.

To address the going concern risk, the Company continues to seek debt, debentures, convertible debentures, equity financing, or other alternative financing arrangements to support ongoing operations, monitor general and administrative expenses compared to budget, and optimize its operating processes.

3. BASIS OF PREPARATION

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The accounting policies set out below have been applied consistently to both years.

These consolidated financial statements, including their comparative figures, were approved and authorized for issue by the Board of Directors on April 29, 2024.

(b)

Basis of consolidation

The consolidated financial statements have been prepared on the historical cost basis, except for the revaluation of certain properties and financial instruments that are measured at revalued amounts or fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Company controls an investee if and only if the Company has all the following:

power over the investee.
exposure, or rights, to variable returns from its involvement with the investee; and
the ability to use its power over the investee to affect the amount of the investor’s returns.

All transactions and balances between the Company and its subsidiaries are eliminated on consolidation, including unrealized gains and losses on transactions between companies.

The Company’s material subsidiaries as at December 31, 2023 are as follows:

	Country of	Ownership		Functional
Name of subsidiary	incorporation	percentage	Relationship	Currency
Message Notify Ltd.	Israel	100%	Subsidiary	U.S. Dollar
SuperBuzz Inc.(formerly,Cross Border Capital I Inc.)	Canada	N/A	Parent	Canadian Dollar

(c) Functional and presentation currency

These consolidated financial statements are presented in the United States dollars, which is the Company’s functional and presentation currency.

Page 12 of 46

3. BASIS OF PREPARATION (CONT’D)

(d) Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis, except for the revaluation of certain properties and financial instruments that are measured at revalued amounts or fair values at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

4. ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS

(a) Future accounting pronouncements

At the date of authorization of these consolidated financial statements, the Company has not applied the following new and revised IFRS Standards that have been issued but are not yet effective and, in some cases, had not yet been adopted by the relevant accounting body:

Amendments to IAS 1 Classification of Liabilities as Current or Non-current Amendments to IAS 8 Definition of Accounting Estimates and Errors Amendments to IAS 12 Income Taxes

The significant accounting policies used in the preparation of these consolidated financial statements are akin to the significant accounting polices of the Company’s annual audited financial statements for the year ended December 31, 2022. The directors do not expect that the adoption of the standards listed above will have a material impact on the financial statements of the Company in future period.

(b) Recently adopted accounting pronouncements

During the period, the entity adopted IAS 8 — Accounting Policies, Changes in Accounting Estimates and Errors and IAS 12 — Income Taxes . The Company’s adoption of these standards did not have a material impact on the consolidated financial statements.

5. SIGNIFICANT ACCOUNTING POLICIES

(a) Revenue recognition

The Company recognizes revenue from the following major sources:

Enterprise media services
Software as a service (enterprise and direct sales)

Revenue is measured based on the consideration to which the Company expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Company recognizes revenue when it transfers control of a product or service to a customer.

(i) Enterprise media services

Under national advertising agreements with advertisers, the Company sources, creates, and places advertising campaigns that run across the Company’s network of publisher sites. Advertising revenue, net of third-party costs, is shared with publishers based on their respective contractual agreements. The Company invoices advertising amounts due from advertisers and remits payments to publishers for their share. Depending on the agreement with the publisher, the obligation to remit payment to the publisher is based on either billing to the advertiser or the collection of cash from the advertiser.

Page 13 of 46

5. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(a) Revenue recognition (cont’d)

(i) Enterprise media services (cont’d)

Advertising revenue is recognized in the period during which the ad impressions are delivered. The Company reports revenue earned through advertising agreements either on a net or gross basis.

Under advertising agreements wherein, the Company does not bear inventory risk and only has credit risk on its portion of the revenue, national advertising revenues are accounted for on a net basis and the publisher is identified as the customer.

In select advertising agreements with its publishers, the Company takes on inventory risk and additional credit risk. Under these agreements, the Company either (i) provides the publisher with a guaranteed minimum gross selling price per advertising unit delivered, wherein the greater of the actual selling price or guaranteed minimum selling price is used in determining the publisher’s share or (ii) provides the publisher with a fixed rate per advertising unit delivered, wherein the publisher is paid the fixed rate per advertising unit delivered irrespective of the actual selling price. Under these advertising agreements, advertising revenues are accounted for on a gross basis with the advertiser identified as the customer and the publisher identified as a supplier, with amounts billed to the advertiser reported as revenue and amounts due to the publisher reported as a revenue sharing expense, within expenses, as the Company has control over the service before it is transferred to the customer.

(ii) Software-as-a-service (enterprise and direct sales)

The Company enters into license agreements with customers for its content management system, video software, and mobile applications, data platform and an influencer marketing platform. These license agreements, generally non-cancellable, without paying a termination penalty, and multiyear, provide the customer with the right to use the Company’s application solely on a Company-hosted platform or, in certain instances, on purchased encoders. The license agreements also entitle the customer to technical support.

Revenue from these license agreements is recognized rateably over the license term. Early termination fees are recognized when customer ceases use of agreed upon services prior to the expiration of their contract. These fees are recognized in full on the date the customer has completed their migration of the Company’s solutions and there is no continuing service obligation to the customer.

The Company charges its customers for the optional use of its content delivery network to stream and store videos. The revenue is recognized as earned based on the actual usage because it has stand-alone value and delivery is in control of the customer. The Company also charges its customers for the use of its ad serving platform to serve ads under local advertising campaigns. The Company reports revenue as earned based on the actual usage.

The Company receives payment from its customers by way of (i) monthly payments for recurring subscriptions to the platform, and (ii) on a monthly basis after delivering the record of digital impressions for advertising to the customer. The Company is not obligated for refunds in its service offerings and does not warrant specific performance or have other customer obligations other than what is described above. Deferred revenue consists of customer advances for Company services to be rendered that will be recognized as income in future periods.

Page 14 of 46

5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(b) Leases

The Company assesses whether a contract is, or contains, a lease, at inception of the contract. The Company recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate.

The incremental borrowing rate depends on the term, currency and start date of the lease and is determined based on a series of inputs including: the risk-free rate based on government bond rates; a country-specific risk adjustment; a credit risk adjustment based on bond yields; and an entity-specific adjustment when the risk profile of the entity that enters into the lease is different to that of the Company and the lease does not benefit from a guarantee from the Company.

Lease payments included in the measurement of the lease liability comprise:

Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable
Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date
The amount expected to be payable by the lessee under residual value guarantees
The exercise price of purchase options, if the lessee is reasonably certain to exercise the options
Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease

The lease liability is presented as a separate line in the consolidated statements of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate
The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used)
A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification

The Company did not make any such adjustments during the periods presented.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Page 15 of 46

5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(b) Leases (cont’d)

Whenever the Company incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognized and measured under IAS 37. To the extent that the costs relate to a right-of-use asset, the costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the right-of-use asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets are presented as a separate line in the consolidated statements of financial position.

The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the ‘Property, Plant and Equipment’ policy.

Variable rents that do not depend on an index or rate are not included in the measurement the lease liability and the right-of-use asset. The related payments are recognized as an expense in the period in which the event or condition that triggers those payments occurs and are included in the statements of loss and comprehensive loss.

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. For contracts that contain a lease component and one or more additional lease or non-lease components, the Company allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.

The Company has no active leases as of the date of these consolidated financial statements.

(c) Foreign currencies

In preparing the consolidated financial statements of the Company entities, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Nonmonetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences are recognised in profit or loss in the period in which they arise except for:

Exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings
Exchange differences on transactions entered into to hedge certain foreign currency risks (see below under financial instruments/hedge accounting)
Exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur in the foreseeable future (therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to profit or loss on disposal or partial disposal of the net investment

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.

Page 16 of 46

5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(d) Taxation

The income tax expense represents the sum of the tax currently payable and deferred tax.

(i) Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

A provision is recognized for those matters for which the tax determination is uncertain, but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the Company supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice.

(ii) Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, a deferred tax liability is not recognized if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognized for taxable temporary differences, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realized based on tax laws and rates that have been enacted or substantively enacted at the reporting date.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Page 17 of 46

5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(d) Taxation (cont’d)

(iii) Current and deferred tax for the year

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

(e) Property, plant and equipment

Land and buildings held for use in the production or supply of goods or services for rental to others (excluding investment properties), or for administrative purposes, are stated in the consolidated statement of financial position at their revalued amounts, being the fair value at the date of revaluation, less any accumulated depreciation and accumulated impairment losses. Revaluations are performed with sufficient regularity such that the carrying amount does not differ materially from that which would be determined using fair values at the reporting date.

Any revaluation increase arising on the revaluation of such land and buildings is credited to the properties revaluation reserve, except to the extent that it reverses a revaluation decrease for the same asset previously recognized as an expense, in which case the increase is credited to profit or loss to the extent of the decrease previously expensed. A decrease in carrying amount arising on the revaluation of such land and buildings is charged as an expense to the extent that it exceeds the balance, if any, held in the properties revaluation reserve relating to a previous revaluation of that asset.

Depreciation on revalued buildings is recognized in profit or loss. On the subsequent sale or retirement of a revalued property, the attributable revaluation surplus remaining in the properties revaluation reserve is transferred directly to retained earnings.

Properties in the course of construction for production, supply or administrative purposes, or for purposes not yet determined, are carried at cost, less any recognized impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalized in accordance with the Company’s accounting policy. Depreciation of these assets, determined on the same basis as other property assets, commences when the assets are ready for their intended use.

Computers are stated at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized so as to write off the cost or valuation of assets (other than freehold land and properties under construction, described above) less their residual values over their useful lives, using the declining balance method, on the following base:

Computers, depreciated at 33% per annum.

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset.

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

Page 18 of 46

5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(f) Impairment of property, plant and equipment

At each reporting date, the Company reviews the carrying amounts of its property, plant and equipment to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cashgenerating units, or otherwise they are allocated to the smallest Company of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease and to the extent that the impairment loss is greater than the related revaluation surplus, the excess impairment loss is recognized in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss to the extent that it eliminates the impairment loss which has been recognized for the asset in prior years. Any increase in excess of this amount is treated as a revaluation increase.

(g)

Financial instruments

Financial assets and financial liabilities are recognized in the Company’s statements of financial position when the Company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant financing component which are measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

(i) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

All recognized financial assets are measured subsequently in their entirety at either amortized cost or fair value, depending on the classification of the financial assets.

Page 19 of 46

5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(g) Financial instruments (cont’d)

(i) Financial assets (cont’d)

Classification of financial assets

Debt instruments that meet the following conditions are measured subsequently at amortized cost:

The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows.
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Debt instruments that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVTOCI):

The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets.
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL).

Despite the foregoing, the Company may make the following irrevocable election / designation at initial recognition of a financial asset:

The Company may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if certain criteria are met.
The Company may irrevocably designate a debt investment that meets the amortized cost or FVTOCI criteria as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch.

Amortized cost and effective interest method

The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period.

For financial assets other than purchased or originated credit-impaired financial assets (i.e. assets that are credit-impaired on initial recognition), the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition. For purchased or originated credit-impaired financial assets, a credit-adjusted effective interest rate is calculated by discounting the estimated future cash flows, including expected credit losses, to the amortized cost of the debt instrument on initial recognition.

The amortized cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortized cost of a financial asset before adjusting for any loss allowance.

Page 20 of 46

5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(g) Financial instruments (cont’d)

(i) Financial assets (cont’d)

Amortized cost and effective interest method (cont’d)

Interest income is recognized using the effective interest method for debt instruments measured subsequently at amortized cost and at FVTOCI. For financial assets other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired (see below). For financial assets that have subsequently become credit-impaired, interest income is recognized by applying the effective interest rate to the amortized cost of the financial asset. If, in subsequent reporting periods, the credit risk on the creditimpaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognized by applying the effective interest rate to the gross carrying amount of the financial asset.

For purchased or originated credit-impaired financial assets, the Company recognizes interest income by applying the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition. The calculation does not revert to the gross basis even if the credit risk of the financial asset subsequently improves so that the financial asset is no longer credit-impaired.

Interest income is recognized in profit or loss.

Equity instruments designated as at FVTOCI

On initial recognition, the Company may make an irrevocable election (on an instrument-byinstrument basis) to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in the investments revaluation reserve. The cumulative gain or loss is not reclassified to profit or loss on disposal of the equity investments, instead, it is transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss in accordance with IFRS 9, unless the dividends clearly represent a recovery of part of the cost of the investment.

The Company designated all investments in equity instruments that are not held for trading as at FVTOCI on initial recognition.

A financial asset is held for trading if either:

It has been acquired principally for the purpose of selling it in the near term.
On initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has evidence of a recent actual pattern of short-term profittaking.
It is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).

Page 21 of 46

5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(g) Financial instruments (cont’d)

(i) Financial assets (cont’d)

Financial assets at FVTPL

Financial assets that do not meet the criteria for being measured at amortized cost or FVTOCI are measured at FVTPL. Specifically:

Investments in equity instruments are classified as at FVTPL, unless the Company designates an equity investment that is neither held for trading nor a contingent consideration arising from a business combination as at FVTOCI on initial recognition.
Debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria are classified as at FVTPL. In addition, debt instruments that meet either the amortized cost criteria or the FVTOCI criteria may be designated as at FVTPL upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency (so called ‘accounting mismatch’) that would arise from measuring assets or liabilities or recognizing the gains and losses on them on different bases. The Company has not designated any debt instruments as at FVTPL.

Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognized in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognized in profit or loss includes any dividend or interest earned on the financial asset.

Foreign exchange gains and losses

The carrying amount of financial assets that are denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period. Specifically:

For financial assets measured at amortized cost that are not part of a designated hedging relationship, exchange differences are recognized in profit or loss.
For debt instruments measured at FVTOCI that are not part of a designated hedging relationship, exchange differences on the amortized cost of the debt instrument are recognized in profit or loss. As the foreign currency element recognized in profit or loss is the same as if it was measured at amortized cost, the residual foreign currency element based on the translation of the carrying amount (at fair value) is recognized in other comprehensive income in the investments revaluation reserve.
For financial assets measured at FVTPL that are not part of a designated hedging relationship, exchange differences are recognized in profit or loss as part of the fair value gain or loss.
For equity instruments measured at FVTOCI, exchange differences are recognized in other comprehensive income in the investments revaluation reserve.

Impairment of financial assets

The Company recognizes a loss allowance for expected credit losses on investments in debt instruments that are measured at amortized cost or at FVTOCI, lease receivables, trade receivables and contract assets, as well as on financial guarantee contracts. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

Page 22 of 46

5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(g) Financial instruments (cont’d)

(i) Financial assets (cont’d)

Impairment of financial assets (cont’d)

The Company always recognizes lifetime expected credit losses (ECL) for trade receivables, contract assets and lease receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on the Company’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

For all other financial instruments, the Company recognizes lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.

Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

Significant increase in credit risk

In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Company compares the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument at the date of initial recognition. In making this assessment, the Company considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort. Forward-looking information considered includes the future prospects of the industries in which the Company’s debtors operate, obtained from economic expert reports, financial analysts, governmental bodies, relevant think-tanks and other similar organizations, as well as consideration of various external sources of actual and forecast economic information that relate to the Company’s core operations.

In particular, the following information is taken into account when assessing whether credit risk has increased significantly since initial recognition:

An actual or expected significant deterioration in the financial instrument’s external (if available) or internal credit rating
Significant deterioration in external market indicators of credit risk for a particular financial instrument, e.g. a significant increase in the credit spread, the credit default swap prices for the debtor, or the length of time or the extent to which the fair value of a financial asset has been less than its amortized cost
Existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor’s ability to meet its debt obligations
• An actual or expected significant deterioration in the operating results of the debtor
Significant increases in credit risk on other financial instruments of the same debtor
An actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results in a significant decrease in the debtor’s ability to meet its debt obligations

Page 23 of 46

5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(g) Financial instruments (cont’d)

(i) Financial assets (cont’d)

Impairment of financial assets (cont’d)

Significant increase in credit risk (cont’d)

Irrespective of the outcome of the above assessment, the Company presumes that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless the Company has reasonable and supportable information that demonstrates otherwise.

Despite the foregoing, the Company assumes that the credit risk on a financial instrument has not increased significantly since initial recognition if the financial instrument is determined to have low credit risk at the reporting date. A financial instrument is determined to have low credit risk if:

The financial instrument has a low risk of default.
The debtor has a strong capacity to meet its contractual cash flow obligations in the near term.
Adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations.

The Company considers a financial asset to have low credit risk when the asset has external credit rating of ‘investment grade’ in accordance with the globally understood definition or if an external rating is not available, the asset has an internal rating of ‘performing’. Performing means that the counterparty has a strong financial position and there are no past due amounts.

For financial guarantee contracts, the date that the Company becomes a party to the irrevocable commitment is considered to be the date of initial recognition for the purposes of assessing the financial instrument for impairment. In assessing whether there has been a significant increase in the credit risk since initial recognition of a financial guarantee contract, the Company considers the changes in the risk that the specified debtor will default on the contract.

The Company regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes past due.

Definition of default

The Company considers the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that financial assets that meet either of the following criteria are generally not recoverable:

When there is a breach of financial covenants by the debtor.
Information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Company, in full (without taking into account any collateral held by the Company).

Irrespective of the above analysis, the Company considers that default has occurred when a financial asset is more than 90 days past due unless the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.

Page 24 of 46

5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(g) Financial instruments (cont’d)

(i) Financial assets (cont’d)

Impairment of financial assets (cont’d)

Credit-impaired financial assets

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events:

Significant financial difficulty of the issuer or the borrower
A breach of contract, such as a default or past due event
The lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider
It is becoming probable that the borrower will enter bankruptcy or other financial reorganization
The disappearance of an active market for that financial asset because of financial difficulties

Write-off policy

The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over two years past due, whichever occurs sooner. Financial assets written off may still be subject to enforcement activities under the Company’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognized in profit or loss.

Measurement and recognition of expected credit losses

The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information as described above. As for the exposure at default, for financial assets, this is represented by the assets’ gross carrying amount at the reporting date; for financial guarantee contracts, the exposure includes the amount of guaranteed debt that has been drawn down as at the reporting date, together with any additional guaranteed amounts expected to be drawn down by the borrower in the future by default date determined based on historical trend, the

Company’s understanding of the specific future financing needs of the debtors, and other relevant forward-looking information.

For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate. For a lease receivable, the cash flows used for determining the expected credit losses is consistent with the cash flows used in measuring the lease receivable in accordance with IFRS 16.

For a financial guarantee contract, as the Company is required to make payments only in the event of a default by the debtor in accordance with the terms of the instrument that is guaranteed, the expected loss allowance is the expected payments to reimburse the holder for a credit loss that it incurs less any amounts that the Company expects to receive from the holder, the debtor or any other party.

Page 25 of 46

5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(g) Financial instruments (cont’d)

(i) Financial assets (cont’d)

Impairment of financial assets (cont’d)

Measurement and recognition of expected credit losses (cont’d)

If the Company has measured the loss allowance for a financial instrument at an amount equal to lifetime ECL in the previous reporting period, but determines at the current reporting date that the conditions for lifetime ECL are no longer met, the Company measures the loss allowance at an amount equal to 12-month ECL at the current reporting date, except for assets for which the simplified approach was used.

The Company recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and accumulated in the investment revaluation reserve, and does not reduce the carrying amount of the financial asset in the statements of financial position.

Derecognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received.

On derecognition of a financial asset measured at amortized cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. In addition, on derecognition of an investment in a debt instrument classified as at FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to profit or loss. In contrast, on derecognition of an investment in an equity instrument which the Company has elected on initial recognition to measure at FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is not reclassified to profit or loss, but is transferred to retained earnings.

(ii) Financial liabilities and equity

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

Page 26 of 46

5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(g) Financial instruments (cont’d)

(ii) Financial liabilities and equity (cont’d)

Equity instruments (cont’d)

Repurchase of the Company’s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

Compound instruments

The component parts of convertible loan notes issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. A conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments is an equity instrument.

At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or at the instrument’s maturity date.

The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case the balance recognized in equity will be transferred to share premium. Where the conversion option remains unexercised at the maturity date of the convertible loan note, the balance recognized in equity will be transferred to retained earnings. No gain or loss is recognized in profit or loss upon conversion or expiration of the conversion option.

Transaction costs that relate to the issue of the convertible loan notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortized over the lives of the convertible loan notes using the effective interest method.

Financial liabilities

All financial liabilities are measured subsequently at amortized cost using the effective interest method or at FVTPL. However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies, and financial guarantee contracts issued by the Company, are measured in accordance with the specific accounting policies set out below.

Page 27 of 46

5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(g) Financial instruments (cont’d)

(ii) Financial liabilities and equity (cont’d)

Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL when the financial liability is (i) contingent consideration of an acquirer in a business combination, (ii) held for trading or (iii) it is designated as at FVTPL.

A financial liability is classified as held for trading if either:

It has been acquired principally for the purpose of repurchasing it in the near term.
On initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking.
It is a derivative, except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument.

A financial liability other than a financial liability held for trading or contingent consideration of an acquirer in a business combination may be designated as at FVTPL upon initial recognition if either:

Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise.
The financial liability forms part of a Company of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Company’s documented risk management or investment strategy, and information about the Companying is provided internally on that basis.
It forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at FVTPL.

Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognized in profit or loss to the extent that they are not part of a designated hedging relationship. The net gain or loss recognized in profit or loss incorporates any interest paid on the financial liability and is included in profit or loss.

However, for financial liabilities that are designated as at FVTPL, the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is recognized in other comprehensive income, unless the recognition of the effects of changes in the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. The remaining amount of change in the fair value of liability is recognized in profit or loss. Changes in fair value attributable to a financial liability’s credit risk that are recognized in other comprehensive income are not subsequently reclassified to profit or loss; instead, they are transferred to retained earnings upon derecognition of the financial liability.

Gains or losses on financial guarantee contracts issued by the Company that are designated by the Company as at FVTPL are recognized in profit or loss. As at December 31, 2023 and 2022, the Company had no such contracts outstanding.

Financial liabilities measured subsequently at amortized cost

Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held-for trading, or (iii) designated as at FVTPL, are measured subsequently at amortized cost using the effective interest method.

Page 28 of 46

5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(g) Financial instruments (cont’d)

(ii) Financial liabilities and equity (cont’d)

Financial liabilities measured subsequently at amortized cost (cont’d)

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability.

Financial guarantee contract liabilities

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payments when due in accordance with the terms of a debt instrument.

Financial guarantee contract liabilities are measured initially at their fair values and, if not designated as at FVTPL and do not arise from a transfer of an asset, are measured subsequently at the higher of:

The amount of the loss allowance determined in accordance with IFRS 9 (see financial assets above)
The amount recognized initially less, where appropriate, cumulative amortization recognized in accordance with the revenue recognition policies set out above

Foreign exchange gains and losses

For financial liabilities that are denominated in a foreign currency and are measured at amortized cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortized cost of the instruments. These foreign exchange gains and losses are recognized in profit or loss for financial liabilities that are not part of a designated hedging relationship. For those which are designated as a hedging instrument for a hedge of foreign currency risk foreign exchange gains and losses are recognized in other comprehensive income and accumulated in a separate component of equity. The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured as at FVTPL, the foreign exchange component forms part of the fair value gains or losses and is recognized in profit or loss for financial liabilities that are not part of a designated hedging relationship.

Derecognition of financial liabilities

The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.

Page 29 of 46

5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(g) Financial instruments (cont’d)

(ii) Financial liabilities and equity (cont’d)

Derecognition of financial liabilities (cont’d)

When the Company exchanges with the existing lender one debt instrument into another one with substantially different terms, such exchange is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, the Company accounts for substantial modification of terms of an existing liability or part of it as an extinguishment of the original financial liability and the recognition of a new liability. It is assumed that the terms are substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate is at least 10 per cent different from the discounted present value of the remaining cash flows of the original financial liability. If the modification is not substantial, the difference between: (1) the carrying amount of the liability before the modification; and (2) the present value of the cash flows after modification is recognized in profit or loss as the modification gain or loss within other gains and losses.

Classification

The following table outlines the financial assets and liabilities and their classification of those values:

values:
Financial instrument	Classification
Financial assets:
Cash and cash equivalents	Amortized cost
Prepaid and other receivables	Amortized cost
Trade receivables	Amortized cost
Restricted cash	Amortized cost
Financial liabilities:
Trade and other payables	Amortized cost
Warrant liability	FVTPL
Promissory notes	FVTPL
Shareholder loans	Amortized cost

(h) Cash and cash equivalents

Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less, net of outstanding bank overdrafts. The carrying amount of these assets is approximately equal to their fair value.

(i) Provisions

Provisions are recognized when present (legal or constructive) obligations resulting from a past event will lead to a probable outflow of economic resources, and amounts can be estimated reliably. Provisions are measured at management's best estimate of the expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. The Company performs evaluations to identify onerous contracts and, where applicable, records provisions for such contracts. All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. In those cases where the possible outflow of economic resources as a result of present obligations is considered remote, no liability is recognized.

Page 30 of 46

5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(j) Share capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares are recognized as a deduction from equity, net of any tax effects. Dividends thereon are recognized as distributions within equity upon approval of the Company's shareholders.

(k) Share-based compensation

Where equity instruments are granted to employees, they are recorded at the fair value of goods and services received in the statement of loss and comprehensive loss. The fair value is measured at the grant date and recognized over the period during which the options vest. The fair value of options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted. At the end of each reporting period, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest. When the value of goods and services received in exchange for the share-based payment cannot be reliably estimated, the goods or services received are measured, indirectly, by reference to the fair value of equity instruments granted, measured at the date the Company obtains the goods or the counterparty renders the service.

(l) Loss per share

The basic loss per common share is calculated by dividing net loss by the weighted average number of common shares outstanding during the year. Diluted net loss per common share is calculated by dividing the applicable net loss by the sum of the weighted average number of common shares outstanding and all additional shares that would have been outstanding if potentially dilutive common shares had been issued during the year.

The dilutive effect of shares on net comprehensive loss per share is calculated by determining the proceeds for the exercise of such securities, which are then assumed to be used to purchase common shares of the Company. Instruments that would be anti-dilutive are not included in the calculation of diluted loss per share.

6. CRITICAL ACCOUNTING JUDGMENTS

In applying the Company’s accounting policies, which are described in Note 5 , the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical judgements, apart from those involving estimations (which are presented separately below), that the directors have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in consolidated financial statements.

(a)

Business model assessment

Classification and measurement of financial assets depends on the results of solely payments of principal and interest (“SPPI”) and the business model test (please see financial assets sections of Note 5 ). The Company determines the business model at a level that reflects how groups of financial assets are managed together to achieve a particular business objective. This assessment includes judgement reflecting all relevant evidence including how the performance of the assets is evaluated and their performance measured, the risks that affect the performance of the assets and how these are managed and how the managers of the assets are compensated.

Page 31 of 46

6. CRITICAL ACCOUNTING JUDGMENTS (CONT’D)

(a) Business model assessment (cont’d)

The Company monitors financial assets measured at amortised cost or fair value through other comprehensive income that are derecognised prior to their maturity to understand the reason for their disposal and whether the reasons are consistent with the objective of the business for which the asset was held. Monitoring is part of the Company’s continuous assessment of whether the business model for which the remaining financial assets are held continues to be appropriate and if it is not appropriate whether there has been a change in business model and so a prospective change to the classification of those assets. No such changes were required during the periods presented.

(b) Significant increase in risk

As explained in Note 5 , ECL are measured as an allowance equal to 12-month ECL for stage 1 assets, or lifetime ECL for stage 2 or stage 3 assets. An asset moves to stage 2 when its credit risk has increased significantly since initial recognition. IFRS 9 does not define what constitutes a significant increase in credit risk. In assessing whether the credit risk of an asset has significantly increased, the Company takes into account qualitative and quantitative reasonable and supportable forward-looking information.

(c)

Going concern

The Company applies judgment to determine whether there are material uncertainties that may cast significant doubt on the Company’s ability to continue as a going concern ( Note 2 ).

(d)

Revenue

Presentation of certain revenue transactions on a gross or net basis. No critical estimates are involved in the determination of presentation of certain revenue transactions on a gross or net basis. Whether presentation of certain revenue transactions are on a gross or net basis by consideration of: (i) determination of primary responsibility for fulfilling sales orders, (ii) whether the Company has inventory risk, (iii) whether the Company has latitude in establishing prices, either directly or indirectly.

(e) Provisions and contingencies

The Company may encounter obligations arising from past events, which will only be confirmed by the occurrence or non-occurrence of future events not wholly within the control of the Company or where the obligation cannot be reliably estimated. The Company reviews such situations at each consolidated statement of financial position date and makes judgments on all information available to determine if an outflow of economic resources can be reliably estimated or not. If this is not possible, a contingency is reported for each material case.

(f)

Income taxes

The Company applies judgment in determining the tax rates applicable to the temporary differences to determine the provision for income taxes. Deferred taxes relate to temporary differences between accounting and tax asset values. They are measured using tax rates that are expected to apply in the year when the asset is realized, or the liability is settled. Temporary differences are differences between accounting and tax asset values expected to be deductible or taxable in the future.

Page 32 of 46

7. KEY SOURCES OF ESTIMATION UNCERTAINTY

The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

(a)

Calculation of loss allowance

When measuring ECL the Group uses reasonable and supportable forward-looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other.

Loss given default is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows due and those that the lender would expect to receive, taking into account cash flows from collateral and integral credit enhancements.

Probability of default constitutes a key input in measuring ECL. Probability of default is an estimate of the likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions and expectations of future conditions.

If the ECL rates on trade receivables between 61 and 90 days past due had been 10 per cent higher (lower) as of December 2023, the loss allowance on trade receivables would have been $3 (2022 – $3) higher (lower).

If the ECL rates on trade receivables between 31 and 60 days past due had been 10 per cent higher (lower) as of December 2023, the loss allowance on trade receivables would have been $Nil (2022 – $Nil) higher (lower).

(b) Fair value measurements and valuation processes

Some of the Company’s assets and liabilities are measured at fair value for financial reporting purposes. The Board of Directors of the Company has set up a valuation committee, which is headed up by the Chief Financial Officer of the Company, to determine the appropriate valuation techniques and inputs for fair value measurements.

In estimating the fair value of an asset or a liability, the Company uses market-observable data to the extent it is available. Where Level 1 inputs are not available, the Company engages third party qualified valuers to perform the valuation. The valuation committee works closely with the qualified external valuers to establish the appropriate valuation techniques and inputs to the model. The Chief Financial Officer reports the valuation committee’s findings to the board of directors of the Company every quarter to explain the cause of fluctuations in the fair value of the assets and liabilities.

The valuations of private equity investments, contingent consideration in business combinations and nonderivative financial assets held for trading are particularly sensitive to changes in one or more unobservable inputs which are considered reasonably possible within the next financial year.

(c) Share based payments

The Company measures restricted share units granted to employees that vest in specified installments over the service period based on the fair value of each tranche on the grant date by using the Black-Scholes option-pricing model. Based on the Company’s estimate of equity instruments that will eventually vest, a compensation expense is recognized over the vesting period applicable to the tranche with a corresponding increase to contributed surplus. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in Note 16 .

At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment in contributed surplus. When the stock options are exercised, share capital is credited by the sum of the consideration paid and the related portion previously recorded in contributed surplus.

Page 33 of 46

8. REVENUES

(a) Disaggregation of revenue

The Company derives its revenue from contracts with customers in the following major product lines. The disclosure of revenue by product line is consistent with the revenue information that is disclosed for each reportable segment.

reportable segment.
	2023	2022
	$	$
Sales of enterprise media - to corporate customers	-	-
Sales of SaaS - to corporate customers	-	-
Sales of SaaS - direct retail customers	8	-
	8	-

The Company derives its revenue from contracts with customers for the transfer of goods and services over time and at a point in time.

and at a point in time.
	2023	2022
	$	$
Services transferred at a point in time	8	-
Services transferred over time	-	-
	8	-

(b) Unsatisfied performance obligations

The transaction price allocated to partially unsatisfied performance obligations as at December 31, 2023 is $5 (December 31, 2022 – $Nil). The Company determines the basis for unsatisfied performance obligations based on the quantum of unsatisfied services, with respect to the contract with its customers, at a particular point in time.

9. RESEARCH AND DEVELOPMENT

	2023	2022
	$	$
Developer salaries and wages	273	145
Software and other information technology	73	67
Subcontractors and casual labour	8	35
	354	247

Page 34 of 46

SUPERBUZZ INC. (formerly, Cross Border Capital I Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022

(Expressed in thousands of United States Dollars except for Number of Shares)

10. SELLING, GENERAL AND ADMINISTRATIVE

SELLING, GENERAL AND ADMINISTRATIVE
	2023	2022
	$	$
Professional fees	447	616
Insurance expense	90	73
Office and general	65	79
Share-based payments	60	370
Administrative salaries and wages	58	36
Marketing professional fees	30	65
Media costs	30	22
Change in estimated credit losses	-	5
Depreciation and amortization	1	1
Other	-	-
	781	1,267

11. FINANCE INCOME AND EXPENSE

	2023	2022
	$	$
Interest on shareholders and other loans	71	18
Currency translation differences	63	60
Interest and bank charges	23	4
Change in fair value of warrant liability	-	(8)
	156	74

12. OPERATING SEGMENTS

The Company primarily provides a marketing automation platform with dynamic push notifications. In measuring its performance of its revenues, the Company does not distinguish or group its operations on a geographical or any other basis and, accordingly has a single reportable operating segment.

The directors have applied judgment by aggregating its operating segments into one single reportable segment for disclosure purposes. Such judgment considers the nature of the services and an expectation that operating segments within a reportable segment have similar economic characteristics.

The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”) and regularly reviews The Company’s operations and performance on a consolidated basis. The CODM receives reports exclusively on a consolidated basis and the reports are not segregated by revenue stream, given their nature is exclusively digital media advertising, regardless of the nature of the customer. All information technology management personnel and sales managers examine the results of operations on a consolidated basis and report to the CODM under this basis.

Page 35 of 46

SUPERBUZZ INC. (formerly, Cross Border Capital I Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022

(Expressed in thousands of United States Dollars except for Number of Shares)

13. PROPERTY, PLANT, AND EQUIPMENT

	Total
	$
Cost
Balance at December 31, 2022	3
Additions	2
Balance at December 31, 2023	5
Accumulated amortization
Balance at December 31, 2022	-
Amortization	1
Balance at December 31, 2023	1
Carrying amounts
At December 31, 2022	2
At December 31, 2023	4

14. TRADE AND OTHER PAYABLES

TRADE AND OTHER PAYABLES
	December 31,	December 31,
	2023	2022
	$	$
Trade accounts payable	289	229
Employee-related liabilities	58	61
Other	4	16
	351	306

15. RESTRICTED SHARE UNITS

(a) General

The RSU Plan allows the Company to award restricted share units to officers, employees, directors and consultants of the Company upon such conditions as the Board may establish, including the attainment of performance goals recommended by the Company’s compensation committee.

The purchase price for common shares of the Company issuable under each Restricted Share Unit (“RSU”) award, if any, shall be established by the Board at its discretion. Common shares issued pursuant to any RSU award may be made subject to vesting conditions based upon the satisfaction of service requirements, conditions, restrictions, time periods or performance goals established by the Board.

The RSUs are recognized as share-based compensation expense over the vesting period, which is generally 3 years.

(b) Activity during the year

There was no activity related to RSUs during the year ended December 31, 2023.

Page 36 of 46

15. RESTRICTED SHARE UNITS (CONT’D)

(c) Issued and outstanding

The Company’s outstanding RSUs are as follows:

	2023	2022
Balance,beginningofperiod	1,089,346	2,353,291
Granted	-	180,563
Cancelled	-	(283,351)
Converted	-	(1,161,157)
Balance,end ofperiod	1,089,346	1,089,346

During the year ended December 31, 2023, share-based compensation expense for the Company’s RSUs was $60 (2022 – $113).

As at December 31, 2023, a total of 470,669 RSUs (December 31, 2022 – 583,506 RSUs) had vested.

16. SHARE CAPITAL

(a) Authorized

The Company is authorized to issue 51,313,000 common shares.

(b) Issued

Issued
		Shares	Consideration
		#	$
Balance as at December 31, 2021		27,362,483	4,769
Private placement		250,310	66
Shares issued for services		-	207
Redemption of RSUs		980,594	-
Common shares issued upon exercise of warrants		300,000	22
Effect of reverse takeover transaction		7,029,067	1,487
Balance as at December 31, 2022		35,922,454	6,551
Common shares issued upon exercise of options	(i)	57,500	4
Private placement	(ii)	3,354,166	-
Issuance of shares	(ii)	285,334	-
Balance as at December 31, 2023		39,619,454	6,555

(i) On January 30, 2023, the holders of 57,500 options exercised their right to convert the options into the Company’s common shares at a price of $0.10 CAD per common share for gross proceeds of $5,750 CAD.

(ii) In March 2023, there was an additional private placement of 3,354,166 shares and share issuance of 285,334 shares.

Page 37 of 46

16. SHARE CAPITAL (CONT’D)

- (c) Additional paid in capital

Additional paid-in capital
		2023	2022
		$	$
Balance,beginningofperiod		2,454	210
Share-based payments		-	114
Change in fair value of warrant liability		(4)	2,130
Private Placement	(i)	323	-
		319	2,244
Balance, end ofperiod		2,773	2,454

(i) In March 2024, the Company issued 3,639,500 units to shareholders for aggregate proceeds of $436,740, with each unit comprised of one common share and one share unit warrant, and priced at $0.12 per unit. Each warrant entitles the holder to acquire one common share at an exercise price of $0.12 per common share until March 23, 2025. The units issued are subjected to contractual restrictions on trading, such that each unit issued is subject to a hold period expiring four months and one day after the closing. None of the securities issued in the offering were registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of the units may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act.
(d) Warrants

The following table reflects the continuity of the Company’s warrants:

		Weighted-
		average
		exercise
	Number	price	Amount
	#	$	$
Balance as at December 31, 2021	-	-	-
Granted	6,158,420	0.01	83
Cancelled	-	-	-
Expired	-	-	-
Exercised	(300,000)	0.10	-
Balance, as at December 31, 2022	5,858,420	0.11	83
Granted	-	-	-
Cancelled	-	-	-
Expired	-	-	-
Exercised	-	-	-
Balance, as at December 31, 2023	5,858,420	0.11	83

Page 38 of 46

16. SHARE CAPITAL (CONT’D)

(d) Warrants (cont’d)

The warrant liability has been remeasured to fair value at December 31, 2023 using the Black-Scholes pricing model using the assumptions as follows:

		2023
Fair value	$	0.0000
Share price	$	0.0151
Exercise price	$	0.4537
Expected volatility (weighted-average)		20%
Expected life (weighted-average, in years)		0.46
Expected dividends		-
Risk-free interest rate(based ongovernment bonds)		3.91%

(e) Options

On September 16, 2022, the Company granted incentive stock options pursuant to its Stock Option Plan. Each Option entitles the holder to purchase one common share of the Company at the weighted-average exercise prices and exercise periods listed below, vesting immediately.

Expiry date	Number outstanding Weighted average exercise price Weighted average remaining contractual life (years)
22-Dec-30	$ # 402,500 0.10 6.98
	402,500 0.10 6.98

The fair value of the options granted during the year was determined using the Black-Scholes pricing model using the assumptions as follows:

		2023
Fair value	$	0.0305
Share price	$	0.0151
Exercise price	$	0.1000
Expected volatility (weighted-average)		20%
Expected life (weighted-average, in years)		6.98
Expected dividends		-
Risk-free interest rate(based ongovernment bonds)		3.91%

Page 39 of 46

16. SHARE CAPITAL (CONT’D)

(e) Options (cont’d)

The following table reflects the continuity of the Company’s options:

	Number Weighted-average exercise price Amount	Number Weighted-average exercise price Amount	Number Weighted-average exercise price Amount
Balance as at December 31, 2021	# $ $ - -
Balance as at December 31, 2022	460,000 0.10
Granted to key management personnel Granted to consultants Cancelled Exercised	Vesting on grant date - - Vesting on grant date - - Vesting on grant date - - Vesting on grant date (57,500) 0.10
Outstanding, December 31, 2023		402,500	0.10
Exerciseable, December 31, 2023		402,500	0.10

17. CAPITAL MANAGEMENT AND DEBT

The Company considers its capital to be its shareholders’ equity.

As of December 31, 2023, the Company had a shareholders’ deficiency of $1,195 (2022 – $295). The Company’s objective when managing its capital is to seek continuous improvement in the return to its shareholders while maintaining a moderate to high tolerance for risk. The objective is achieved by prudently managing the capital generated through internal growth and profitability, through the use of lower cost capital, including raising share capital or debt when required to fund opportunities as they arise.

The Company does not use ratios in the management of its capital. There have been no changes to management’s approach to managing its capital during the years ended December 31, 2023 and 2022.

18. RELATED PARTY TRANSACTIONS

(a) Key management compensation

Key management includes the Company’s directors, officers and any consultants with the authority and responsibility for planning, directing and controlling the activities of an entity, directly or indirectly. Compensation awarded to key management includes the following:

			2023 2022
Total compensation paid to key management Share-based payments Management fee to a director			$ $ 79 196 45 66 79 30
			203 292

Total compensation paid to key management is recorded in salaries and wages in the consolidated statement of loss and comprehensive loss for the years ended December 31, 2023 and 2022.

Amounts due to related parties as at December 31, 2023 with respect to the above fees were $466 (2022 – $61). The amounts due to related parties are recorded within accounts payable and accrued liabilities in 2022 on the consolidated statements of loss and comprehensive loss; in 2023 they are recorded in due to related party. These amounts are unsecured, non-interest bearing and due on demand.

Page 40 of 46

18. RELATED PARTY TRANSACTIONS (CONT’D)

(b) Shareholder loans

As at December 31, 2023, the Company has a number of shareholder loans that bear interest between 10% and 18% and are considered payable within 12 months of the current year end.

Subsequent to the year, management has considered to convert part of these loans and issue them as shares as part of a debt settlement.

Interest expense accrued on these shareholder loans as at December 31, 2023 was $71 (2022 – $3).

19. INCOME TAXES

The Company had no income tax expense or benefit for the year ended December 31, 2023.

(a) Reconciliation of the effective tax rate

Reconciliation of the effective tax rate
	2023	2022
	$	$
Loss before income taxes	(1,284)	(3,866)
Statutoryincome tax rate	23%	23%
Expected income tax benefit	(295)	(889)
Reconciling items:
Stock-based compensation and other non-deductible expenses	137	413
Deferred tax assets not recognized	158	476
Income tax expense	-	-

(b) Deferred income taxes

As of December 31, 2023, the Company has estimated carry forward tax losses of $3,312 which may be carried forward and offset against taxable income for an indefinite period in the future, provided the availability of taxable income.

Deferred tax assets have not been recognized in respect to these items because it cannot be determined as probable that future taxable profit will be available against which the Company can utilize the benefits therefrom.

20. LOSS PER SHARE

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each year. Diluted loss per share assumes the conversion, exercise or issuance of all potential common share equivalents unless the effect is to reduce the loss or increase the income per share.

For purposes of this calculation, stock options, warrants and RSU’s are considered to be potential common shares and are only included in the calculation of diluted loss per share when their effect is dilutive.

Due to the net loss incurred during the years ended December 31, 2023, and 2022, all outstanding options, RSU’s and warrants were excluded from diluted weighted-average common shares outstanding as their effect was antidilutive.

Page 41 of 46

SUPERBUZZ INC. (formerly, Cross Border Capital I Inc.) Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022

(Expressed in thousands of United States Dollars except for Number of Shares)

20. LOSS PER SHARE (CONT’D)

LOSS PER SHARE (CONT’D)
	2023	2022
	$	$
Net loss attributable to shareholders	(1,284)	(3,866)
Weighted-average common shares outstanding:
Basic	39,217,173	31,377,322
Dilutive effect of options	-	460,000
Dilutive effect of warrants	-	-
Dilutive effect of RSUs	-	-
Diluted	39,217,173	31,837,322
Net loss per share attributable to shareholders:
Basic	(0.033)	(0.123)
Diluted	(0.033)	(0.121)

Weighted average common shares outstanding for the years ended December 31, 2023, and 2022 were 39,217,173 and 31,377,322, respectively.

21. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

(a) Financial risk management objectives and policies

The Company’s activities expose it to a variety of financial risks including foreign currency risk, interest rate risk, credit risk, and liquidity risk. These financial instrument risks are actively managed by the Company under the policies approved by the Board of Directors. On an ongoing basis, the finance department actively manages market conditions with a view to minimizing the exposure of the Company to changing market factors, while at the same time limiting the funding costs to the Company.

(b)

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company uses information supplied by independent rating agencies where available, and if not available, the Company uses other publicly available financial information and its own records to rate its customers. Credit risk arises from cash with banks as well as credit exposure to outstanding receivables. The carrying amounts represent the Company’s maximum exposure to credit risk.

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Company establishes an allowance for doubtful accounts that represents its estimate of expected losses in respect to accounts receivable. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets. The allowance for doubtful accounts was $1 and $6 as of December 31, 2023, and 2022, respectively.

The Company’s accounts receivable are concentrated among customers in the media and broadcasting industry, which may be affected by adverse economic factors impacting that industry. The Company performs ongoing credit evaluations of its major customers, maintains reserves for expected credit losses, and does not require any collateral deposits.

Page 42 of 46

21. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT’D)

(b) Credit risk (cont’d)

The below tables reflect the aging of the Company’s aging by invoice date of gross trade accounts receivable and allowance for doubtful accounts as of December 31, 2023, and December 31, 2022, respectively:

December 31, 2023	0-30	31-60	61-90	91+	Total
	$	$	$	$	$
Other receivables	-	-	-	3	3
Trade receivables	-	-	-	-	-
	-	-	-	3	3
Allowance for doubtful accounts	-	-	-	-	-
% allowance	0%	0%	0%	0%	0%

December 31, 2022	0-30	31-60	61-90	91+	Total
	$	$	$	$	$
Other receivables	-	-	-	129	129
Trade receivables	-	-	-	6	6
	-	-	-	135	135
Allowance for doubtful accounts	-	-	-	(6)	(6)
% allowance	0%	0%	0%	4%	4%

The Company’s continuity of expected credit losses is as follows:

	2023	2022
	$	$
Opening balance of expected credit losses	6	6
Recognition of expected credit losses	(6)	-
	-	6

(c) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company is exposed to liquidity risk with respect to its contractual obligations and financial liabilities. The Company manages liquidity risk by continuously monitoring forecasted and actual cash flows and matching maturity profiles of financial assets and liabilities. The Company seeks to ensure that it has sufficient capital to meet short term financial obligations after taking into account its operating obligations and cash on hand.

The Company’s policy is to seek to ensure adequate funding is available from operations and other sources, including debt and equity capital markets, as required.

The following tables detail the Company's remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.

	<1 year	1-2 years	2-5 years
	$	$	$
Trade and other payables	351	-	-
Shareholder loans	308	-	-
	659	-	-

Page 43 of 46

21. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT’D)

(d)

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to fair value risk with respect to debt which bears interest at fixed rates.

(e) Foreign exchange rates

The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to fluctuations of financial instruments related to cash, accounts and other receivables, debt and accounts payable denominated in foreign currencies.

(f) Fair value hierarchy

The following tables combine information about:

classes of financial instruments based on their nature and characteristics;
the carrying amounts of financial instruments;
fair values of financial instruments (except financial instruments when carrying amount approximates their fair value); and
fair value hierarchy levels of financial assets and financial liabilities for which fair value was disclosed.

The Company categorizes its financial assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs used in the measurement.

Level 1: This level includes assets and liabilities measured at fair value based on unadjusted quoted prices for identical assets and liabilities in active markets that are accessible at the measurement date.
Level 2: This level includes valuations determined using directly or indirectly observable inputs other than quoted prices included within Level 1.
Level 3: This level includes valuations based on inputs which are unobservable.

As at December 31, 2023:

	FVTPL -	FVOCI -
	mandatorily	mandatorily	FVOCI -	Amortized
	measured	measured	designated	cost
	$	$	$	$
Financial assets:
Cash and cash equivalents	-	-	-	2
Other receivables	-	-	-	3
Restricted cash	-	-	-	4
Carrying value at December 31, 2023	-	-	-	9

	FVTPL -
	mandatorily	FVTPL -	Amortized
	measured	designated	cost
	$	$	$
Financial liabilities:
Trade and other payables	-	-	351
Due to related party	-	-	466
Warrant liability	83	-	-
Shareholder loans	-	-	308
Carrying value at December 31, 2023	83	-	1,125

Page 44 of 46

21. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT’D)

(f) Fair value hierarchy (cont’d)

As at December 31, 2022:

	FVTPL -	FVOCI -
	mandatorily	mandatorily	FVOCI -	Amortized
	measured	measured	designated	cost
	$	$	$	$
Financial assets:
Cash and cash equivalents	-	-	-	150
Other receivables	-	-	-	129
Restricted cash	-	-	-	13
Carryingvalue at December 31,2022	-	-	-	292

	FVTPL -
	mandatorily	FVTPL -	Amortized
	measured	designated	cost
	$	$	$
Financial liabilities:
Trade and other payables	-	-	306
Warrant liability	83	-	-
Shareholder loans	-	-	236
Carryingvalue at December 31,2022	83	-	542

A summary of instruments, with their classification in the fair value hierarchy is as follows:

		31-Dec-23	31-Dec-23
	Level	Carrying	Fair value
Trade and other payables	Level 1	351	351
Warrant liability	Level 3	83	83
Shareholder loans	Level 1	646	646

Page 45 of 46

21. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont’d)

(f) Fair value hierarchy (cont’d)

The Company’s inputs considered in its Level 3 classification of warrant liability are as follows:

Valuation technique	Key inputs	Relationship and sensitivity of unobservable inputs to fair value
The fair value of the warrant liability as of December 31, 2023 has been calculated using a Black- Scholes model.	The fair value of common shares of the Company. The price at which warrants can be exercised. The volatility rate calculated using historical weighted moving average. The Company’s expected dividends to be paid of to common shareholders. The risk-free rate based on government bond yield. Other inputs as disclosed in Note 13.	The estimated fair value would increase (decrease) if: The share price of the Company was higher (lower) The strike price of the Company was lower (higher) The term to maturity, in years, was lower (higher) The measure of stock price volatility was lower (higher)
The fair value of the warrant liability as of December 31, 2022 has been calculated using a Black- Scholes model.	The fair value of common shares of the Company. The price at which warrants can be exercised. The volatility rate calculated using historical weighted moving average. The Company’s expected dividends to be paid of to common shareholders. The risk-free rate based on government bond yield. Other inputs as disclosed in Note 13.	The estimated fair value would increase (decrease) if: The share price of the Company was higher (lower) The strike price of the Company was lower (higher) The term to maturity, in years, was lower (higher) The measure of stock price volatility was lower (higher)

22. SUBSEQUENT EVENTS

(a) Conversion and repayment of shareholder loans

In March 2024, $756,734.10 of shareholder loans, including accrued interest, was converted to 32,555,834 units of one warrant (exercisable at $0.05) and one common share, and an additional 1,380,000 common shares.

Page 46 of 46

SuperBuzz Inc. (formerly, Cross Border Capital I Inc.) Management’s Discussion and Analysis As at December 31, 2023, and 2022

SuperBuzz Inc. (formerly, Cross Border Capital I Inc.) Management’s Discussion and Analysis As at December 31, 2023, and 2022 (Expressed in thousands of United States dollars except for Number of Shares)

1. INTRODUCTION

This Management’s Discussion and Analysis (“MD&A”) is provided to enable a reader to assess the results of operations and financial condition of SuperBuzz Inc. (formerly, Cross Border Capital I Inc.) for the years ended December 31, 2023 and 2022. This MD&A is dated April 29, 2024 and should be read in conjunction with the audited annual financial statements and related notes for the year ended December 31, 2023 (the “Annual Financial Statements”). Unless the context indicates otherwise, references to “SuperBuzz”, “the Company”, “we”, “us” and “our” in this MD&A refer to Message Notify Ltd. and its operations.

2. FORWARD-LOOKING INFORMATION

Certain information included in this MD&A contains forward-looking information within the meaning of applicable securities laws. This information includes, but is not limited to, statements made in Business Overview and Strategy, Results from Operations, Debt Profile and other statements concerning Company’s objectives, its strategies to achieve those objectives, as well as statements with respect to management’s beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking information generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “would”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plan”, “continue”, or similar expressions suggesting future outcomes or events or the negative thereof. Such forward-looking information reflects management’s beliefs and is based on information currently available. All forward-looking information in this MD&A is qualified by the following cautionary statements.

Forward looking information necessarily involves known and unknown risks and uncertainties, which may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, assumptions may not be correct and objectives, strategic goals and priorities may not be achieved. A variety of factors, many of which are beyond Company’s control, affect the operations, performance and results of the Company, and could call actual results to differ materially from current expectations of estimated or anticipated events or results.

Although the Company believes that the expectations reflected in such forward-looking information are reasonable and represent the Company’s projections, expectations and beliefs at this time, such information involves known and unknown risks and uncertainties which may cause the Company’s actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking information. Important factors that could cause actual results to differ materially include but are not limited to: Business Overview and Growth Strategy , Results from Operations , Liquidity and Capital Resources . See Risks and Uncertainties for further information. The reader is cautioned to consider these factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information, as there can be no assurance that actual results will be consistent with such forward-looking information.

The forward-looking information included in this MD&A is made as of the date of this MD&A and should not be relied upon as representing Company’s views as of any date subsequent to the date of this MD&A. Management undertakes no obligation, except as required by applicable law, to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

Page 2 of 32

3. BUSINESS OVERVIEW AND GROWTH STRATEGY

(a)

Business overview

SuperBuzz Inc. (formerly, Cross Border Capital I Inc., see Note 1(a)), (the “Company”), was incorporated in Israel in January 2018. The registered head office of the Company is located at 63 Levi Eshkol St., Tel- Aviv, Israel.

The Company’s principal activity is providing a real-time marketing automation platform that increases customer engagement through dynamic push notification campaigns that deliver relevant, personalized messages in micromoments that matter across mobile and desktop.

SuperBuzz offers solutions supplying a real-time marketing automation platform that increases customer engagement through dynamic push notification campaigns that deliver relevant, personalized messages in micromoments across mobile and desktop platforms. SuperBuzz's value proposition comes in the form of its AI-optimized bidding algorithm and fraud detection that guarantees push delivery at the right time and in the appropriate context needed to ensure maximum user retention. The system makes it easy to segment users and create push notification tests while tracking notifications in real-time and shows actual traffic quality, including any fraudulent activity.

The Platform will generate revenue through a variety of platform-as-a-service (“PaaS”) and software-as-a-service (“SaaS”) models. The subscription plans offered to customers will vary depending on the level of service the customers opt into. On custom development projects, every contract will be tailored to the customers’ needs dependent on the criteria best suited for their business. The Company has also announced plans to sell a more standardized version of its Platform on an “out of the box” basis. The Company anticipates significant platform usage supported by its highly targeted sales and marketing strategies.

The Company developed a unique platform replacing old marketing and engagement methods like sending messages to users via e-mail and SMS. SuperBuzz technology creates, manages, and optimizes marketing campaigns based on push technology. SuperBuzz analyses data from many sources – the client's website, internet sources, etc. and finds what works best in terms of content, delivery time and frequency. Optimizing is based on user profiling and other factors.

The Company is using machine learning artificial intelligence (“AI”) and deep learning technology to create engagement optimized messages for the client website, and drive customer back to the client website, and by doing this improves the site’s overall KPI and performance. The Company uses machine learning, to analyze users' behavior and trends, to learn and predict which messages will drive the customers to go back to the client website and complete purchase, registration or conversion. SuperBuzz engine tracks the behavior of millions of data points to create a model that predicts user behavior and increases click-through rate (“CTR”).

(b) Growth strategy

The Company’s efforts will be directed toward executing the Business Objectives. The Company expects to use a variety of marketing tools including grassroots marketing, web advertising, affiliate marketing programs, public relations, investor relations and key strategic alliances to support its Business Objectives.

Page 3 of 32

SuperBuzz Inc. (formerly, Cross Border Capital I Inc.) Management’s Discussion and Analysis As at December 31, 2023, and 2022

(Expressed in thousands of United States dollars except for Number of Shares)

3. BUSINESS OVERVIEW AND GROWTH STRATEGY (CONT’D)

(b) Growth strategy (cont’d)

The Company aims to do this by:

Emphasize a ‘product first’ approach by directing funds and efforts towards the betterment of the Platform to surpass customers’ expectation on functionality and experience;
Building long-term relationships with customers, advertising partners, medical institutions and offices, academic and other education facilities;
Focus on offerings proactively to customers specifically aligned with the solutions provided by SuperBuzz; and
A strategy of aggregating a portfolio of innovative technologies capable of disrupting traditional customer acquisition and retention business models, while supporting the Company's Platform

(c) Reverse takeover

All of the subscription receipts of MNL converted to MNL units in accordance with their terms, resulting in the issuance of 5,494,740 MNL common shares and 5,494,740 MNL warrants;
Immediately prior to completion of the RTO, an additional 1,216,228 MNL common shares were issued upon conversion of the SAFEs (Note 15(b));
All of the 29,641,860 MNL common shares outstanding immediately prior to the closing were sold and transferred to the CBX in exchange for the issuance of one CBX common share per MNL common share;
Each convertible security of MNL outstanding immediately prior to the closing, including the MNL warrants and MNL RSUs, exclusive of certain finder’s RSUs, were exchanged for one comparable convertible security of the Resulting Issuer, and each such convertible security of MNL was cancelled upon exchange;

Page 4 of 32

SuperBuzz Inc. (formerly, Cross Border Capital I Inc.) Management’s Discussion and Analysis As at December 31, 2023, and 2022

(Expressed in thousands of United States dollars except for Number of Shares)

3. BUSINESS OVERVIEW AND GROWTH STRATEGY (CONT’D)

(c) Reverse takeover (cont’d)

MNL became the wholly-owned subsidiary of the Resulting Issuer, and the Resulting Issuer will carry on the business of MNL;
The corporate name of the Resulting Issuer was effected as “SuperBuzz Inc.”.

The consolidated financial statements of the combined entity are issued under the legal parent, CBX, but are considered a continuation of the financial statements of the legal subsidiary, MNL.
As MNL is deemed to be the acquirer for accounting purposes, its assets and liabilities are included in the consolidated financial statements at their historical carrying values.
Since the shares allocated to the former shareholders of CBX on closing the RTO is considered within the scope of IFRS 2, and the Company cannot identify specifically some or all of the goods or service received in return for the allocation of the shares, the value in excess of the net identifiable assets or obligations of CBX acquired on closing was expensed in the consolidated statement of loss and comprehensive loss as a listing expense.

Listing expenses for the RTO were relating to deemed value of the shares issued, legal fees, issuance of warrants for consulting services provided, and other related costs, as follows:

	Number	Amount
	#	$
Consideration
Common shares	5,000,000	1,547
Options	460,000	118
Warrants	300,000	67
Legal fees incurred aspart of the RTO		151
		1,883
Identifiable net assets acquired
Cash held in trust		154
Prepaid expenses		-
Accountspayable and accrued liabilities		(69)
		85

Listingexpense		1,798

This amount was recognized on the interim condensed consolidated financial statements in profit or loss.

Page 5 of 32

4. PRESENTATION OF FINANCIAL INFORMATION AND NON-IFRS MEASURES

(a) Presentation of Financial Information

Unless otherwise specified herein, financial results, including historical comparatives, contained in this MD&A are based on the Company’s Annual Financial Statements, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and the interpretations of the IFRS Interpretations Committee (“IFIRC”). Unless otherwise specified, amounts are in thousands of United States dollars and percentage changes are calculated using whole numbers.

(b) Non-IFRS Measures

In addition to the reported IFRS measures, industry practice is to evaluate entities giving consideration to certain non-IFRS performance measures, such as earnings before interest, taxes, depreciation and amortization (“EBITDA”) or adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”).

These measures are not in accordance with IFRS and have no standardized definitions, and as such, our computations of these non-IFRS measures may not be comparable to measures by other reporting issuers. In addition, Company’s method of calculating non-IFRS measures may differ from other reporting issuers, and accordingly, may not be comparable.

Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”)

EBITDA is used as an alternative to net income because it includes major non-cash items such as interest, taxes and amortization, which management considers non-operating in nature. A reconciliation of EBITDA to IFRS net income is presented under the section Results from Operations of this MD&A.

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”)

Adjusted EBITDA is used as an alternative to net income because it excludes major non-cash items such as amortization, stock-based compensation, current and deferred income tax expenses and other items management considers non-operating in nature. A reconciliation of adjusted EBITDA to IFRS net income is presented under section Results from Operations of this MD&A.

EBITDA and Adjusted EBITDA are measured used by management as inputs in our internal metrics and in evaluating our ability to satisfy the Company’s obligations. EBITDA and Adjusted EBITDA are used as alternatives to IFRS net income (loss) because it excludes major non-cash items (including depreciation and amortization, interest, taxes and share-based payments) and other items that management considers non-operating in nature.

Management believes that these measures are helpful to investors because they are widely recognized measures of Company’s performance and provides a relevant basis of comparison to other entities. In addition to IFRS results, these measures are also used internally to measure the operating performance of the Company.

Page 6 of 32

4. PRESENTATION OF FINANCIAL INFORMATION AND NON-IFRS MEASURES (CONT’D)

(c) Adoption of new and revised accounting standards

At the date of authorization of the Company’s financial statements, the Company has not applied the following new and revised IFRS Standards that have been issued but are not yet effective and, in some cases, had not yet been adopted by the relevant accounting body:

Amendments to IAS 1 Classification of Liabilities as Current or Non-current Amendments to IAS 8 Definition of Accounting Estimates and Errors Amendments to IAS 12 Income Taxes

5. RESULTS FROM OPERATIONS

(a) Select annual information

The following table provides selected financial information from the Financial Statements of the Company for the years ended December 31, 2023 and 2022:

Profit or loss

	Note	2023	2022
		$
REVENUES	8	8	-
DIRECT COSTS		-	-
GROSS PROFIT		8	-
EXPENSES
Selling, general and administrative	10	781	1,267
Research and development	9	354	247
Finance expense (income), net	11	156	74
Transaction costs		-	480
Public listingfee	1(b)	-	1,798
		1,292	3,866
NET LOSS AND COMPREHENSIVE
LOSS FOR THE PERIOD		(1,284)	(3,866)
LOSS PER SHARE
Basic	20	(0.033)	(0.123)
Diluted	20	(0.033)	(0.121)

Page 7 of 32

SuperBuzz Inc. (formerly, Cross Border Capital I Inc.) Management’s Discussion and Analysis As at December 31, 2023, and 2022

(Expressed in thousands of United States dollars except for Number of Shares)

5. RESULTS FROM OPERATIONS (CONT’D)

(a) Select annual information (cont’d)

Financial position

==> picture [511 x 13] intentionally omitted <==

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

2023 2022
----- End of picture text -----

	2023	2022
Total assets	13	330
Total liabilities	1,208	625
Workingcapital	(1,199)	(297)

(b) Revenues

The Company provides a real-time marketing automation platform that increases customer engagement through dynamic push notification campaigns that deliver relevant, personalized messages in micro-moments that matter across mobile and desktop. Subscription and support revenue is derived from fees earned from customers for accessing Company’s platform and includes purchases of application support beyond that included with all subscriptions and fees earned for usage beyond license user counts.

The majority of our customers enter into subscription and support contracts with us that have a term of three to five years, and on average there is a three-to-four-month lag between contract signing and commencement of contract term and associated revenue recognition. Accordingly, subscription and support revenue is generally recognized rateably over the contract term. Company’s contracts with customers typically include a fixed amount of consideration and are generally non-cancelable, or cancelable with a penalty, and without any refund type provisions.

For the year ended December 31, 2023, total revenues amounted to $8, compared to $Nil for the year ended December 31, 2022. The increase in revenue was primarily a result of testing the Company's technology with business partners and improving it, accordingly. The testing helped SuperBuzz collect large amounts of data that directly contributed to SuperBuzz’ AI engine development and assisted the Company with obtaining better results for its clients. Furthermore, with increased operational efficiency, the Company was able to offer more opportunities for media purchases for its clients.

The Company is building its operational and marketing infrastructure for the purpose of marketing its technology to websites, publishers, and agencies in a SaaS model. The Company’s revenues may vary from quarter to quarter as a result of a variety of factors, some of which are outside of the Company’s control, such as the COVID-19 pandemic, seasonality and cyclicality. The seasonality and cyclicality of the Company’s revenues depends upon the seasonality and cyclicality of its customers.

(c) Direct costs and gross profit

Direct costs consist primarily of the cost of recurring subscriptions, support, costs related to providing Company’s cloud-based applications and delivering application support to customers.

For the year ended December 31, 2023, direct costs amounted to $Nil, compared to $Nil for the year ended December 31, 2022.

The Company’s gross margin increased from 0% to 100% based on the increased revenue activity.

Page 8 of 32

SuperBuzz Inc. (formerly, Cross Border Capital I Inc.) Management’s Discussion and Analysis As at December 31, 2023, and 2022

(Expressed in thousands of United States dollars except for Number of Shares)

5. RESULTS FROM OPERATIONS (CONT’D)

(d) Research and development

	2023 $	2022 $
Developer salaries and wages	273	145
Software and other information technology	73	67
Subcontractors and casual labour	8 354	35 247

For the year ended December 31, 2023, research and development expenses amounted to $354, compared to $247 for the year ended December 31, 2022. The increase over the prior period was due to the higher salary costs required to develop the platform compared to the previous period.

Research and development expenses consist primarily of personnel-related expenses including: product management, product development and product design, contractor fees, as well as allocated overhead costs. Our research and development team is focused on both continuous improvement of our existing platform, as well as developing new product features and solutions. In the immediate future, as Company’s growth continues, we expect our research and development costs to increase proportionately.

(e) Selling, general and administrative expenses

Selling, general and administrative expenses
	2023	2022
	$	$
Professional fees	447	616
Insurance expense	90	73
Office and general	65	79
Share-based payments	60	370
Administrative salaries and wages	58	36
Marketing professional fees	30	65
Media costs	30	22
Change in estimated credit losses	-	5
Depreciation and amortization	1	1
Other	-	-
	781	1,267

Selling, general and administrative expenses for the year ended December 31, 2023, amounted to $781, compared to $1,267 for the year ended December 31, 2022. This decrease was primarily attributable to the decreased sharebased payments and professional fees.

Professional fees for the years ended December 31, 2023 and 2022 were $447 and $616, respectively.

Page 9 of 32

SuperBuzz Inc. (formerly, Cross Border Capital I Inc.) Management’s Discussion and Analysis As at December 31, 2023, and 2022

(Expressed in thousands of United States dollars except for Number of Shares)

5. RESULTS FROM OPERATIONS (CONT’D)

(f) Finance costs

	2023 $	2022 $
Interest on shareholders and other loans	71	18
Currency translation differences	63	60
Interest and bank charges	23	4
Change in fair value of warrant liability	-	(8)
	156	74

For the year ended December 31, 2023, financial expenses amounted to $156, compared to $74 for the year ended December 31, 2022. This increase was primarily attributed to the increase in bank charges.

(g) Operating loss

For the year ended December 31, 2023, operating loss amounted to $1,284, compared to $3,866 for the year ended December 31, 2022. The decrease in loss was primarily attributed to decreased professional fees and filing fees.

(h) Quarterly results

			Basic income
	Total	Total	(loss) per	Total
Three monthperiod ended	revenue	loss	share	assets
	$	$	$	$
December 31, 2023	3	(438)	(0.01)	13
September 30, 2023	-	(285)	(0.00)	77
June 30, 2023	2	(139)	(0.00)	27
March 31, 2023	3	(422)	(0.01)	143
December 31, 2022	5	2,837	(0.01)	330
September 30, 2022	-	(335)	(0.01)	766
June 30, 2022	-	(2,773)	(0.09)	1,295
March 31, 2022	-	(290)	(0.01)	177
December 31, 2021	-	(438)	(0.01)	200
September 30, 2021	128	(288)	(0.01)	169
June 30, 2021	273	(2,739)	(0.34)	193
March 31, 2021	193	(20)	(0.00)	50
December 31, 2020	55	(409)	(0.05)	200
September 30, 2020	98	(87)	(0.01)	48
June 30, 2020	28	(104)	(0.01)	29
March 31, 2020	97	(212)	(0.03)	36

Quarterly revenues continued to increase over the two-year period ended December 31, 2022 primarily due to increased customer satisfaction and on-boarding, efficiency of operations and machine learning, and growth of the customer list due to positive effects of advertising and promotion.

Page 10 of 32

SuperBuzz Inc. (formerly, Cross Border Capital I Inc.) Management’s Discussion and Analysis As at December 31, 2023, and 2022

(Expressed in thousands of United States dollars except for Number of Shares)

5. RESULTS FROM OPERATIONS (CONT’D)

(h) Quarterly results (cont’d)

For the quarter ended December 31, 2022, the Company was executing on upgrades and improvements to the Company’s platform for increased revenue generation and customer support in anticipation of the Qualifying Transaction and subsequent to its completion and did not generate revenue at the time.

The Company continued to generate revenue over the period ended December 31, 2023.

6. MATERIAL TRANSACTIONS

(a) Issuance of restricted stock units

The RSUs are recognized as share-based compensation expense over the vesting period, which is generally 3 years.

During the year ended December 31, 2022, the Company entered into a commitment to issue 180,563 RSUs immediately prior to completion of the Qualifying Transaction. The commitment was contingent on the Company successfully obtaining regulatory approvals.

During the year ended December 31, 2022, the Qualifying Transaction received regulatory approval and the abovenoted RSUs were successfully issued and immediately converted into common shares of the Company.

During the year ended December 31, 2022, the Company terminated its previous arrangement with an officer and director of the Company. As a result, 283,351 RSUs were cancelled and returned to the unallocated pool.

During the year ended December 31, 2023, share-based compensation expense for the Company’s RSUs was $60 (2022 – $113).

As at December 31, 2023, a total of 470,669 RSUs (2022 – 583,506 RSUs) had vested.

Page 11 of 32

6. MATERIAL TRANSACTIONS (CONT’D)

(c) Issuances of shares

During the year ended December 31, 2022, the Company closed on the issuance of 250,310 units (the “Units”) for gross proceeds of $80 in a private placement. Each Unit consisted of one common share of the Company and one common share purchase warrant (a “Warrant”). Each whole Warrant entitles the holder to acquire one additional share of the Company at a price of 0.60 CAD per share for a period of 10 years. The proceeds were allocated between share capital of $66 and a resulting warrant liability of $14.

In December 2022, 980,594 RSUs have been converted into 980,594 common shares.

In December 2022, 300,000 shares were issued in connection with exercised warrants.

On January 30, 2023, the holders of 57,500 options exercised their right to convert the options into the Company’s common shares at a price of $0.10 CAD per common share for gross proceeds of $5,750 CAD.

In March 2023, there was an additional private placement of 3,354,166 shares and share issuance of 285,334 shares.

On February 27, 2023, the Company announced issuance of 4,166,666 units (the “Units”) at a price of $0.12 CAD per Unit (the “Offering”) for gross proceeds of up to 500,000 CAD in a series of brokered private placements. Each Unit consists of one common share of the Company and one common share purchase warrant (a “Warrant”). Each whole Warrant entitles the holder to acquire one additional Common Share for a period of 24 months at an exercise price of $0.12 CAD per share.

On March 24, 2023, the Company announced issuance of 3,639,500 units (the “Units”) at a price of $0.12 CAD per Unit (the “Offering”) for gross proceeds of 436,740 CAD in a series of brokered private placements. Each Unit consists of one common share of the Company and one common share purchase warrant (a “Warrant”). Each whole Warrant entitles the holder to acquire one additional Common Share for a period of 24 months at an exercise price of $0.12 CAD per share.

7. LIQUIDITY AND CAPITAL RESOURCES

(a)

Overview

The general objectives of our capital management strategy is to ensure financial stability and sufficient liquidity to increase shareholder value through organic growth and investment in sales, marketing and product development.

(b) Liquidity and cash management

The Company expects to meet all its obligations and other commitments as they become due. The Company has various financing sources to fund operations and will continue to fund working capital needs through these sources until cash flows generated from operating activities is sufficient.

Page 12 of 32

7. LIQUIDITY AND CAPITAL RESOURCES (CONT’D)

(b) Liquidity and cash management (cont’d)

The Company’s financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The realizable values may be substantially different from their carrying values, as shown in these financial statements. These financial statements do not affect adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.

As at December 31, 2023, the Company had total liabilities in excess of total assets of $1,195 (2022 – $295) and a cumulative deficit of $10,622 (2022 – $9,338). The Company has not yet been able to generate positive cash flows from operations. These conditions raise material uncertainties which may cast a significant doubt upon the Company’s ability to continue as a going concern. Whether and when the Company can generate sufficient cash flows to pay for its expenditures and settle its obligations as they fall due after December 31, 2023, is uncertain.

To address the going concern risk, the Company continues to seek equity financing alternatives to support ongoing operations, monitor general and administrative expenses compared to budget, and optimize its operating processes.

(c) Capital management framework

The Company defines capital as the aggregate of common shares and debt. The Company’s capital management framework is designed to maintain a level of capital that funds the operations and business strategies and builds long-term shareholder value. The Company’s objective is to manage its capital structure in such a way as to diversify its funding sources, while minimizing its funding costs and risks.

As of December 31, 2023, the Company had a shareholders’ deficiency of $1,195 (2022 – deficiency of $295). The Company’s objective when managing its capital is to seek continuous improvement in the return to its shareholders while maintaining a moderate to high tolerance for risk. The objective is achieved by prudently managing the capital generated through internal growth and profitability, through the use of lower cost capital, including raising share capital or debt when required to fund opportunities as they arise.

Page 13 of 32

SuperBuzz Inc. (formerly, Cross Border Capital I Inc.) Management’s Discussion and Analysis As at December 31, 2023, and 2022

(Expressed in thousands of United States dollars except for Number of Shares)

7. LIQUIDITY AND CAPITAL RESOURCES (CONT’D)

(d) Capital structure

The continuity of the Company’s capital structure is as follows:

==> picture [478 x 167] intentionally omitted <==

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

Shares Consideration
# $
Balance as at December 31, 2021 27,362,483 4,769
Private placement 250,310 66
Shares issued for services - 207
-
Redemption of RSUs 980,594
Common shares issued upon exercise of warrants 300,000 22
Effect of reverse takeover transaction 7,029,067 1,487
Balance as at December 31, 2022 35,922,454 6,551
Common shares issued upon exercise of options (i) 57,500 4
-
Private placement (ii) 3,354,166
Issuance of shares (ii) 285,334 -
Balance as at December 31, 2023 39,619,454 6,555
----- End of picture text -----

==> picture [498 x 130] intentionally omitted <==

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

2023 2022
$ $
Balance, beginning of period 2,454 210
Share-based payments - 114
Change in fair value of warrant liability (4) 2,130
Private Placement (i) 323 -
319 2,244
Balance, end of period 2,773 2,454
----- End of picture text -----

8. SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

The Company’s significant accounting policies are described in Notes 4 and 5 of the Financial Statements. The preparation of the Financial Statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures as of the date of the Financial Statements. Actual results may differ from estimates under different assumptions and conditions.

Page 14 of 32

9. DISCLOSURE / PROCEDURES / INTERNAL CONTROLS OVER FINANCIAL REPORTING

(a) Inherent limitations

It should be noted that in a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Given the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, including instances of fraud, if any, have been detected. These inherent limitations include, among other items: (i) that management’s assumptions and judgments could ultimately prove to be incorrect under varying conditions and circumstances; (ii) the impact of any undetected errors; and (iii) controls may be circumvented by unauthorized acts of individuals, by collusion of two or more people, or by management override.

10. RELATED PARTY TRANSACTIONS AND BALANCES

Key management includes the Company’s directors, officers and any consultants with the authority and responsibility for planning, directing, and controlling the activities of an entity, directly or indirectly. Management of the Company appointed by the board of directors as follows: Chief Executive Officer, Chief Financial Officer, Chief Technical Officer.

During the year ended December 31, 2023, key management personnel compensation consisting exclusively of short-term benefits as follows:

	2023	2022
	$	$
Total compensation paid to key management	79	196
Share-based payments	45	66
Management fee to a director	79	30
	203	292

Total compensation paid to key management is recorded in consulting fees and salaries and wages in the consolidated statement of loss and comprehensive loss for the years ended December 31, 2023, and 2022.

As at December 31, 2023, the Company has shareholder loans outstanding with an aggregate balance of $308 (2022 – $236) to its shareholders. Some of the shareholder loans bear interest at 5% on $70, 10% on $70, 5% on $50, and 10% on $46, 18% of $30 per annum, respectively, and were repayable on January 1, 2022. Interest accrued on these shareholder loans for the year ended December 31, 2023 was $71 (2022 – $15).

11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

(a) Financial risk management objectives and policies

Page 15 of 32

SuperBuzz Inc. (formerly, Cross Border Capital I Inc.) Management’s Discussion and Analysis As at December 31, 2023, and 2022

(Expressed in thousands of United States dollars except for Number of Shares)

11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT’D)

(b) Credit risk

The Company uses information supplied by independent rating agencies where available, and if not available, the Company uses other publicly available financial information and its own records to rate its customers.

Credit risk arises from cash with banks as well as credit exposure to outstanding receivables. The carrying amounts represent the Company’s maximum exposure to credit risk.

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.

The Company establishes an allowance for doubtful accounts that represents its estimate of expected losses in respect to accounts receivable. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets. The allowance for doubtful accounts was $1 and $6 as of December 31, 2023, and 2022, respectively.

The below tables reflect the aging of the Company’s aging by invoice date of gross trade accounts receivable and allowance for doubtful accounts as of December 31, 2023 and 2022, respectively:

==> picture [493 x 197] intentionally omitted <==

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

December 31, 2023 0-30 31-60 61-90 91+ Total
$ $ $ $ $
Other receivables - - - 3 3
Trade receivables - - - - -
- - - 3 3
Allowance for doubtful accounts - - - - -
% allowance 0% 0% 0% 0% 0%
December 31, 2022 0-30 31-60 61-90 91+ Total
$ $ $ $ $
Other receivables - - - 129 129
Trade receivables - - - 6 6
- - - 135 135
Allowance for doubtful accounts - - - (6) (6)
% allowance 0% 0% 0% 4% 4%
----- End of picture text -----

Page 16 of 32

SuperBuzz Inc. (formerly, Cross Border Capital I Inc.) Management’s Discussion and Analysis As at December 31, 2023, and 2022

(Expressed in thousands of United States dollars except for Number of Shares)

11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT’D)

(c) Liquidity risk

The Company’s continuity of expected credit losses is as follows:

==> picture [500 x 63] intentionally omitted <==

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

2023 2022
$ $
Opening balance of expected credit losses 6 6
Recognition of expected credit losses - -
6 6
----- End of picture text -----

The Company’s policy is to seek to ensure adequate funding is available from operations and other sources, including debt and equity capital markets, as required.

==> picture [493 x 59] intentionally omitted <==

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

< 1 year 1-2 years 2-5 years
$ $ $
Trade and other payables 351 - -
Shareholder loans 308 - -
659 - -
----- End of picture text -----

(d)

Interest rate risk

(e) Foreign exchange rates

Page 17 of 32

SuperBuzz Inc. (formerly, Cross Border Capital I Inc.) Management’s Discussion and Analysis As at December 31, 2023, and 2022

(Expressed in thousands of United States dollars except for Number of Shares)

11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT’D)

(f) Fair value hierarchy

The following tables combine information about:

classes of financial instruments based on their nature and characteristics;
the carrying amounts of financial instruments;
fair values of financial instruments (except financial instruments when carrying amount approximates their fair value); and
fair value hierarchy levels of financial assets and financial liabilities for which fair value was disclosed.

The Company categorizes its financial assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs used in the measurement.

Level 1: This level includes assets and liabilities measured at fair value based on unadjusted quoted prices for identical assets and liabilities in active markets that are accessible at the measurement date.
Level 2: This level includes valuations determined using directly or indirectly observable inputs other than quoted prices included within Level 1.
Level 3: This level includes valuations based on inputs which are unobservable.

For the year ended December 31, 2023:

	FVTPL -	FVOCI -
	mandatorily	mandatorily	FVOCI -	Amortized
	measured	measured	designated	cost
	$	$	$	$
Financial assets:
Cash and cash equivalents	-	-	-	2
Other receivables	-	-	-	3
Restricted cash	-	-	-	4
Carrying value at December 31, 2023	-	-	-	9

	FVTPL -
	mandatorily	FVTPL -	Amortized
	measured	designated	cost
	$	$	$
Financial liabilities:
Trade and other payables	-	-	351
Due to related party	-	-	466
Warrant liability	83	-	-
Shareholder loans	-	-	308
Carrying value at December 31, 2023	83	-	1,125

Page 18 of 32

SuperBuzz Inc. (formerly, Cross Border Capital I Inc.) Management’s Discussion and Analysis As at December 31, 2023, and 2022

(Expressed in thousands of United States dollars except for Number of Shares)

11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT’D)

(f) Fair value hierarchy (cont’d)

For the year ended December 31, 2022:

==> picture [494 x 121] intentionally omitted <==

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

FVTPL - FVOCI -
mandatorily mandatorily FVOCI - Amortized
measured measured designated cost
$ $ $ $
Financial assets:
Cash and cash equivalents - - - 150
Other receivables - - - 129
Restricted cash - - - 13
Carrying value at December 31, 2022 - - - 292
----- End of picture text -----

==> picture [494 x 123] intentionally omitted <==

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

FVTPL -
mandatorily FVTPL - Amortized
measured designated cost
$ $ $
Financial liabilities:
Trade and other payables - - 306
Warrant liability 83 - -
Shareholder loans - - 236
Carrying value at December 31, 2022 83 - 542
----- End of picture text -----

A summary of instruments, with their classification in the fair value hierarchy is as follows:

==> picture [495 x 62] intentionally omitted <==

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

31-Dec-23 31-Dec-23
Level Carrying Fair value
Trade and other payables Level 1 351 351
Warrant liability Level 3 83 83
Shareholder loans Level 1 308 308
----- End of picture text -----

Page 19 of 32

SuperBuzz Inc. (formerly, Cross Border Capital I Inc.) Management’s Discussion and Analysis As at December 31, 2023, and 2022

(Expressed in thousands of United States dollars except for Number of Shares)

11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT’D)

(f) Fair value hierarchy (cont’d)

The Company’s inputs considered in its Level 3 classification of promissory notes are as follows:

Valuation technique	Key inputs	Relationship and sensitivity of unobservable inputs to fair value
The fair value of the promissory notes as of December 31, 2023 has been calculated using a binomial lattice methodology.	The conversion ratio between notes and common shares of the Company. The Company’s value as at the date of valuation. The probability of the occurrence of the Qualifying Transaction. The discount for lack of marketability. See disclosure in Note 15 of the audited annual financial statements of the Company for the year ended December 31, 2023 and 2022.	The estimated fair value would increase (decrease) if: The share price of the Company was higher (lower) The strike price of the Company was lower (higher) The term to maturity, in years, was lower (higher) The measure of stock price volatility was lower (higher) The probability of successful completion of the Qualifying transaction was higher (lower)
The fair value of the promissory notes as at December 31, 2022 has been calculated using a binomial lattice methodology.	The conversion ratio between promissory notes and common shares of the Company. The Company’s value as at the date of valuation. The probability of the occurrence of the Qualifying Transaction. The discount for lack of marketability. See disclosure in Note 15 of the audited annual financial statements of the Company for the year ended December 31, 2023 and 2022.	The estimated fair value would increase (decrease) if: The share price of the Company was higher (lower) The strike price of the Company was lower (higher) The term to maturity, in years, was lower (higher) The measure of stock price volatility was lower (higher) The probability of successful completion of the Qualifying transaction was higher (lower)

Page 20 of 32

12. RISKS AND UNCERTAINTIES

The are several risk factors that could cause future results to differ materially from those described herein. The risks and uncertainties described herein are not the only ones the Company faces. Additional risks and uncertainties, including those that the Company does not know about as of the date of this MD&A, or that it currently deems immaterial, may also adversely affect the Company’s business. If any of the following risks occur, the Company’s business may be harmed, and its financial condition and the results of operation may suffer significantly.

(a)

COVID-19

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business.

The Company may be impacted by business interruptions resulting from pandemics and public health emergencies, including those related to the COVID-19 pandemic. An outbreak of infectious disease, a pandemic or a similar public health threat, such as the recent outbreak of the novel coronavirus known as COVID-19, or a fear of any of the foregoing, could adversely impact the Company. It is unknown whether and how the Company may be affected if such an epidemic persists for an extended period. The Company may incur expenses or delays relating to such events outside of its control, which could have a material adverse impact on its business, operating results and financial condition.

In an effort to protect the health and safety of our employees, the majority of our workforce is currently working from home, and we have placed restrictions on non-essential business travel. We have implemented business continuity plans and have increased support and resources to enable employees to work remotely and thus far have been able to operate with minimal disruption.

(b) Risks relating to current operations

The Company is in the development stage with little operating history

It is extremely difficult to make accurate predictions and forecasts of its revenue and finances. In addition, the Company intends to operate in the technology industry, which is rapidly transforming. There is no guarantee that the Company’s products or services will be attractive to potential consumers. Therefore, the Company is subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial, and other resources, and lack of revenues. There is no assurance that the Company will be successful in achieving a return on shareholders’ investment and likelihood of success must be considered considering the early stage of operations.

Going concern

The Company’s ability to continue as a going concern depends on its ability to either generate sufficient revenues or to secure sufficient financing, whether debt or equity, to sustain its continued operations. There can be no assurance that the Company can obtain such revenues or financing on commercially favorable terms and there is therefore no guarantee that the Company will be able to sustain its ongoing operations in the future.

Page 21 of 32

12. RISKS AND UNCERTAINTIES (CONT’D)

(b) Risks relating to current operations (cont’d)

Competition

Many other businesses in Canada engage in similar activities to the Company, developing and commercializing digital media technologies to similar customers. Current and new competitors may have better capitalization, a longer operating history, more expertise and able to develop higher quality equipment or products, at the same or a lower cost. The Company cannot provide assurances that it will be able to compete successfully against current and future competitors. Competitive pressures faced by the Company could have a material adverse effect on its business, operating results, and financial condition.

Dividends

There is no assurance as to whether the Company will be profitable, earn sufficient revenues, or pay dividends. The Company anticipates that it will incur substantial expenses relating to the development and initial operations of its business. The payment and amount of any future dividends will depend upon, among other things, the Company’s results of operations, cash flow, financial condition, and operating and capital requirements. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividends.

Uncertainty of revenue growth

There can be no assurance that the Company can generate revenue growth, or that any revenue growth that is achieved can be sustained. Revenue growth that the Company may achieve may not be indicative of future operating results. The Company may increase its operating expenses to fund research and development, increase its sales and marketing efforts and increase its administrative resources in anticipation of future growth. To the extent that increases in such expenses precede or are not subsequently followed by increased revenues, the Company’s business, operating results, and financial condition will be materially adversely affected.

Development of new products

The Company’s success will depend, in part, on its ability to develop, introduce and market new and innovative products. If there is a shift in consumer demand, the Company must meet such demand through new and innovative products or else its business will fail. The Company’s ability to develop, market and produce new products is subject to it having substantial capital. There is no assurance that the Company will be able to develop new and innovative products or have the capital necessary to develop such products.

Effective commercialization

There is a risk that the technology and the Company’s products will not perform as expected in certain applications and therefore, the Company may encounter delays to commercialization or may run the risk that the technologies will never be successfully commercialized. This means that the Company may never receive significant revenues or return on its technology development.

Page 22 of 32

12. RISKS AND UNCERTAINTIES (CONT’D)

(c) Technology risks

Technical risks

Technical risks are inherent in the development and commercialization process, in that an immature technology could present unexpected challenges that exceed the planned time or financial resources to overcome. There can be no guarantee that the Company will be able to overcome technical risks associated with the development of its technology.

Our technology may be unable to achieve broad market acceptance

Even when product development is successful, our ability to generate significant revenue and profits depends on the acceptance of our products by our customers and end users of the products, such as companies or individuals purchasing vehicles incorporating our technology. The market acceptance of any product depends on a number of factors, including but not limited to awareness of a product's availability and benefits, the price and costeffectiveness of our products relative to competing products; general competition, and the effectiveness of marketing and distribution efforts. Any factors preventing or limiting the market acceptance of our technology could have a material adverse effect on our business, results of operations and financial condition.

Emerging products and technology

The market for Company’s products continues to evolve and continued growth and demand for, and acceptance of, these products remains uncertain. In addition, other emerging technology and products may impact the viability of the market for Company’s products.

Company’s continued success will depend upon its ability to keep pace with technological and marketplace change and to introduce, on a timely and cost-effective basis, new and enhanced products that satisfy changing customer requirements and achieve market acceptance.

There can be no assurance that the Company will be able to respond effectively to changes in technology or customer demands. Moreover, there can be no assurance that Company’s competitors will not develop competitive products or that any such products will not have an adverse effect upon the Company’s business, financial condition, or results of operations.

Use of artificial intelligence / machine learning technology

The use of artificial intelligence / machine learning technology presents risks by way of having decisions be made and relied upon with significantly less human involvement. This technology can be used to process data, identify relationships, and improve efficiencies with reduced error and cost. However, this technology can also present other risks when unreliable inputs or unrepresentative logic result in erroneous outputs. There can be no assurance that the Company will be able to respond effectively to these risks or deploy this technology in an effective or efficient manner.

Obsolescence

Maintaining a competitive position requires constant growth, development and strategic marketing and planning. If the Company is unable to maintain a technological advantage, the Company’s ability to grow its business will be adversely affected and its products may become obsolete compared with other technologies.

Page 23 of 32

12. RISKS AND UNCERTAINTIES (CONT’D)

(d) Other risks

Key personnel

The Company’s success has depended and continues to depend upon its ability to attract and retain key management, including the officers and technical experts. The Company will attempt to enhance its management and technical expertise by continuing to recruit qualified individuals who possess desired skills and experience in certain targeted areas. The Company’s inability to retain employees and attract and retain sufficient additional employees or engineering and technical support resources could have a material adverse effect on the Company’s business, results of operations, sales, cash flow or financial condition. Shortages in qualified personnel or the loss of key personnel could adversely affect the financial condition of the Company, results of operations of the business and could limit the Company ability to develop and market its products. The loss of any of the Company senior management or key employees could materially adversely affect the Company’s ability to execute the Company’s business plan and strategy, and the Company may not be able to find adequate replacements on a timely basis, or at all.

Management of growth

The Company may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train, and manage its employee base. The inability of the Company to deal with this growth may have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.

Dependence on suppliers and skilled labor

The ability of the Company to compete and grow will be dependent on it having access, at a reasonable cost and in a timely manner, to skilled labor, equipment, parts and components. No assurances can be given that the Company will be successful in maintaining its required supply of skilled labor, equipment, parts and components.

Conflicts of Interest

Certain directors and officers of the Company are or may become associated with other companies in the same or related industries which may give rise to conflicts of interest. Directors who have a material interest in any person who is a party to a material contract or a proposed material contract with the Company are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract. In addition, the directors and the officers are required to act honestly and in good faith with a view to the best interests of the Company. The directors and officers of the Company have either other full-time employment or other business, or time restrictions placed on them and accordingly, the Company will not be the only business enterprise of these directors and officers.

Research and development

We believe that we must continue to dedicate a significant amount of resources to our research and development efforts to maintain and develop our solutions and maintain and enhance our competitive position. We recognize the costs associated with these research and development investments earlier than the anticipated benefits, and the return on these investments may be lower, or may develop more slowly, than we expect. If we spend significant resources on research and development and are unable to generate an adequate return on our investment, our business, financial condition and results of operations may be materially and adversely affected.

Page 24 of 32

SuperBuzz Inc. (formerly, Cross Border Capital I Inc.) Management’s Discussion and Analysis As at December 31, 2023, and 2022

(Expressed in thousands of United States dollars except for Number of Shares)

12. RISKS AND UNCERTAINTIES (CONT’D)

(d) Other risks (cont’d)

Financial reporting and internal controls

The Company is subject to reporting and other obligations under applicable Canadian securities laws and exchange rules. These reporting and other obligations will place significant demands on Company’s management, administrative, operational and accounting resources.

To meet such requirements, Company is working with its legal, accounting and financial advisors to identify areas in which changes should be made to Company’s financial management control systems. These areas include corporate governance, corporate controls, internal audit, disclosure controls and procedures and financial reporting and accounting systems. Company has made, and will continue to make, changes in these and other areas, including Company’s internal controls over financial reporting. If Company is unable to accomplish any such necessary objectives in a timely and effective fashion, its ability to comply with its financial reporting requirements and other rules that apply to reporting issuers could be impaired. Moreover, any failure to maintain effective internal controls could cause Company to fail to meet its reporting obligations or result in material misstatements in its financial statements. If Company cannot provide reliable financial reports or prevent fraud, its reputation and operating results could be materially harmed which could also cause investors to lose confidence in the reported financial information, which could lower share prices. There can be no assurance that internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Furthermore, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within the Company are detected. The inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by individual acts of some persons, by collusion of two or more people or by management override of the controls. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Intellectual property

The Company’s ability to compete effectively will depend, in part, on its ability to maintain the proprietary nature of its brand and its product creation processes. The Company has adopted procedures to protect its intellectual property and maintain secrecy of its confidential business information and trade secrets. However, there can be no assurance that such procedures will afford complete protection of such intellectual property, confidential business information and trade secrets. There can be no assurance that the Company’s competitors will not independently develop technologies that are substantially equivalent or superior to the Company’s technology. To protect the Company’s intellectual property, it may become involved in litigation, which could result in substantial expenses, divert the attention of its management, cause significant delays, and materially disrupt the conduct of its business. The Company may also inadvertently infringe others intellectual property and be subject to litigation in respect of same.

Intellectual property litigation

The Company may be forced to litigate to enforce or defend its intellectual property rights, to protect its trade secrets or to determine the validity and scope of other parties’ proprietary rights. Any such litigation could be very costly and could distract its management from focusing on operating the Company’s business. The existence and/or outcome of any such litigation could harm the Company’s business.

Page 25 of 32

12. RISKS AND UNCERTAINTIES (CONT’D)

(d) Other risks (cont’d)

Ability to obtain and retain any relevant licenses

If obtained, any licenses in Canada are expected to be subject to ongoing compliance and reporting requirements. Failure by the Company to comply with the requirements of licenses or any failure to maintain licenses would have a material adverse impact on the business, financial condition and operating results of the Company. Should any jurisdiction in which the Company considers a license important not grant, extend or renew such license or should it renew such license on different terms, or should it decide to grant more than the anticipated number of licenses, the business, financial condition and results of the operation of the Company could be materially adversely affected.

No established market

There is currently no market through which the Company’s securities may be sold and purchasers may not be able to resell the Company Shares purchased under this Prospectus. An active public market for the Company Shares might not develop or be sustained after this offering. Even if a market develops, there is no assurance that the price of the Company Shares offered under this Prospectus, will reflect the prevailing market price of the Company Shares following this offering. If an active public market for the Company Shares does not develop, the liquidity of a shareholder’s investment may be limited, and the Company Share price may decline below the initial public offering price. The holding of Company Shares involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. The Company Shares should not be purchased by persons who cannot afford the possibility of the loss of their entire investment.

Lack of active market

There can be no assurance that an active market for the Company Shares will continue and any increased demand to buy or sell the Company Shares can create volatility in price and volume. Any return on investment from the Company Shares is not guaranteed.

There can be no assurance regarding the amount of return to be generated by the Company’s investments. The Company Shares are equity securities of the Company and are not fixed income securities. Unlike fixed-income securities, there is no obligation of the Company to distribute to shareholders a fixed amount or to return the initial purchase price of a Company Share on a date in the future. The market value of the Company Shares will deteriorate if the Company is unsuccessful in its investments, and that deterioration may be significant.

There is a risk of dilution

The Company may issue additional securities from time-to-time to raise funding for its business, and such issuances may be dilutive to existing shareholders.

Page 26 of 32

12. RISKS AND UNCERTAINTIES (CONT’D)

(d) Other risks (cont’d)

Global economic risk

The ongoing economic slowdown and downturn of global capital markets has generally made the raising of capital equity or debt financing more difficult. Access to financing has been negatively impacted by the ongoing global economic risks. As such, the Company is subject to liquidity risks in meeting our development and future operating cost requirements in instances where cash positions are unable to be maintained or appropriate financing is unavailable. These factors may impact the Company’s ability to raise equity or obtain loans and other credit facilities in the future and on terms favorable to the Company. If uncertain market conditions persist, the Company’s ability to raise capital could be jeopardized, which could have an adverse impact on the Company’s operations and trading price of the Company Shares on the stock exchange.

Economic environment

The Company’s operations could be affected by the economic context should the unemployment level, interest rates or inflation reach levels that influence consumer trends and consequently, impact the Company’s sales and profitability. As well, general demand for banking services and alternative banking or financial services cannot be predicted, and prospects of such areas might be different from those predicted by the Company’s management.

Risks associated with acquisitions

As part of the Company’s overall business strategy, the Company may pursue select strategic acquisitions after the completion of the Listing, which would provide additional product offerings, vertical integrations, additional industry expertise, and a stronger industry presence in both existing and new jurisdictions. Future acquisitions may expose it to potential risks, including risks associated with: (a) the integration of new operations, services and personnel; (b) unforeseen or hidden liabilities; (c) the diversion of resources from the Issuer's existing business and technology; (d) potential inability to generate sufficient revenue to offset new costs; (e) the expenses of acquisitions; or (f) the potential loss of or harm to relationships with both employees and existing users resulting from its integration of new businesses. In addition, any proposed acquisitions may be subject to regulatory approval.

(e) Product development risks

Lack of experience and commitment of team

The project manager and leader is the most responsible person, and a replacement or inexperienced manager could jeopardize the completion of the Platform.

Unrealistic deadlines

Software projects may fail when deadlines are not properly set. Project initialization, completion date and time must be realistic.

Improper budget

Cost estimation of a project is very crucial in terms of project success and failure. Low cost with high expectations of large projects may cause project failure.

Page 27 of 32

SuperBuzz Inc. (formerly, Cross Border Capital I Inc.) Management’s Discussion and Analysis As at December 31, 2023, and 2022

(Expressed in thousands of United States dollars except for Number of Shares)

12. RISKS AND UNCERTAINTIES (CONT’D)

(e) Product development risks (cont’d)

Lack of resources

Software and hardware resources may not be adequate. Lack of resources in terms of manpower is also a critical risk factor of software failure.

Inappropriate design

Software designers have a major role in the success or failure of the project if a design is inappropriate for the project.

User data

The Company may require the registration of its users prior to accessing its products or services or certain features of its products or services and the Company may be subject to increased legislation and regulations on the collection, storage, retention, transmission and use of user-data that is collected. The Company’s efforts to protect the personal information of its users may be unsuccessful due to the actions of third parties, software bugs or technical malfunctions, employee error or malfeasance, or other factors. In addition, third parties may attempt to fraudulently induce employees or users to disclose information to gain access to the Company’s data or the Company’s users’ data.

If any of these events occur, users’ information could be accessed or disclosed improperly. Any incidents involving the unauthorized access to or improper use of the information of users or incidents involving violation of the Company’s terms of service or policies could damage its reputation and brand and diminish its competitive position.

Failure to protect personal information

A wide variety of provincial, state, national, and international laws and regulations apply to the collection, use, retention, protection, disclosure, transfer, and other processing of personal data. These data protection and privacyrelated laws and regulations are evolving and being tested in courts and may result in ever-increasing regulatory and public scrutiny as well as escalating levels of enforcement and sanctions.

Any actual or perceived loss, improper retention or misuse of certain information or alleged violations of laws and regulations relating to privacy, data protection and data security, and any relevant claims, could result in enforcement action against us, including fines, imprisonment of Company officials and public censure, claims for damages by customers and other affected individuals, damage to our reputation and loss of goodwill (both in relation to existing customers and prospective customers), any of which could have an adverse effect on our operations, financial performance, and business. Any perception of privacy or security concerns or an inability to comply with applicable laws, regulations, policies, industry standards, contractual obligations or other legal obligations, even if unfounded, may result in additional cost and liability to us, harm our reputation and inhibit adoption of our products by current and future customers, and adversely affect our business, financial condition, and operating results. We have implemented and maintain security measures intended to protect personally identifiable information. However, our security measures remain vulnerable to various threats posed by hackers and criminals. If our security measures are overcome and any personally identifiable information that we collect or store becomes subject to unauthorized access, we may be required to comply with costly and burdensome breach notification obligations. We may also be subject to investigations, enforcement actions and private lawsuits. In addition, any data security incident is likely to generate negative publicity and have a negative effect on our business.

Page 28 of 32

SuperBuzz Inc. (formerly, Cross Border Capital I Inc.) Management’s Discussion and Analysis As at December 31, 2023, and 2022

(Expressed in thousands of United States dollars except for Number of Shares)

12. RISKS AND UNCERTAINTIES (CONT’D)

(e) Product development risks (cont’d)

Failure to protect personal information (cont’d)

In addition, any data security incident is likely to generate negative publicity and have a negative effect on our business.

Effective operating and scaling of technology

The Company’s ability to provide products and services to customers is dependent on its information technology systems. If the Company is unable to manage and scale the technology associated with its business effectively, the Company could experience increased costs, reductions in system availability and losses of network participants.

Material defects or errors in the Company’s Technology Infrastructure could harm the Company’s reputation, result in significant costs to the Company and impair its ability to sell its services. Software developed for the Company’s technology can contain errors, defects, security vulnerabilities or software bugs that are difficult to detect and correct, particularly when first introduced. Despite internal testing, the Company’s technology may contain serious errors or defects that cause performance problems or service interruptions, security vulnerabilities or software bugs that the Company may be unable to successfully correct in a timely manner, or at all, which could result in:

unexpected credits or refunds to the Company’s clients, loss of clients and other potential liabilities;
delays in client payments, increasing the Company’s collection reserve and collection cycle;
diversion of development resources and associated costs;
harm to the Company’s reputation and brand; and
unanticipated litigation costs.

Data security and hacking

Increasingly, organizations are subject to a wide variety of attacks on their networks. In addition to traditional computer “hackers,” malicious code (such as viruses and worms), employee theft or misuse, denial of service attacks, ransomware, malware and sophisticated government and government-supported actors now engage in incidents and attacks (including advanced persistent threat intrusions), and add to the risks to our internal networks and the information they store, manage and process. It is virtually impossible for Absolute to entirely mitigate these risks (especially as it relates to unlicensed or outdated versions of our product or agent). Any such security incident or breach could compromise our networks, creating system disruptions or slowdowns and exploiting security vulnerabilities of our products, and the information stored on our networks could be accessed, publicly disclosed, lost, or stolen, which could subject us to liability and cause us financial harm. These breaches, or any perceived breach, may also result in damage to our reputation, negative publicity (through research reports or otherwise), loss of partners, end-customers and sales, increased costs to remedy any problem, and costly litigation and may result in the Company’s business, operating results and financial condition being materially adversely affected.

Page 29 of 32

SuperBuzz Inc. (formerly, Cross Border Capital I Inc.) Management’s Discussion and Analysis As at December 31, 2023, and 2022

(Expressed in thousands of United States dollars except for Number of Shares)

12. RISKS AND UNCERTAINTIES (CONT’D)

(e) Product development risks (cont’d)

Risk of safeguarding against security & privacy breaches

A security or privacy breach could:

expose the Company and Company to additional liability and to potentially costly litigation;
increase expenses relating to the resolution of these breaches;
deter potential customers from using our services; and
decrease market acceptance of electronic commerce transactions.

As a provider of software technology, the Company and Resulting Issuer are at risk of exposure to a security or privacy breach of its system which could lead to potentially costly litigation, deter potential customers from using its services, or bring about additional liability of the Company and Resulting Issuer.

The Company and Resulting Issuer cannot assure that the use of applications designed for data security and integrity will address changing technologies or the security and privacy concerns of existing and potential customers. Although the Company and Resulting Issuer require that agreements with service providers who have access to sensitive data include confidentiality obligations that restrict these parties from using or disclosing any data except as necessary to perform their services under the applicable agreements, there can be no assurance that these contractual measures will prevent the unauthorized disclosure of information.

(f) International considerations

Political environment

The Company’s core business operations are in Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries. As a result, the Company is vulnerable to the political, economic, legal, regulatory, and military conditions affecting Israel and the Middle East. Armed conflicts between Israel and its neighbouring countries and territories occur periodically and a protracted state of hostility has, in the past, resulted in security and economic difficulties for Israel. Any such hostilities or escalation thereof, armed conflicts or violence in the region could adversely affect the Company’s business, results of operations and financial condition.

To date, such conflicts have not had a material effect on business, results of operations or financial condition. In addition, the Company may be adversely affected by other events or factors affecting Israel such as the interruption or curtailment of trade between Israel and its trading partners, a significant downturn in the economic or financial condition of Israel, a significant downgrading of Israel’s internal credit rating, labour disputes and political instability, including riots and uprisings or the impact of the COVID-19 pandemic on the Israeli economy.

Furthermore, there are a number of countries, primarily in the Middle East, as well as some Muslim countries, including Malaysia and Indonesia that restrict business with Israel or Israeli companies. There may also be certain countries, businesses or other global movements that may exert pressure on the Company’s partners, customers or others not to do business with Israel or Israeli companies. Restrictive laws policies or movements directed towards Israel or Israeli businesses could have a material adverse effect on the Company’s business, results of operations and financial condition.

Page 30 of 32

12. RISKS AND UNCERTAINTIES (CONT’D)

(f) International considerations (cont’d)

Political environment (cont’d)

Generally, under Israeli law, citizens and permanent residents of Israel are obligated to perform military reserve duty for extended periods of time through the age of 45 (or older for citizens with certain occupations) and are subject to being called to active duty at any time under emergency circumstances. In response to increased hostilities, there have been periods of significant call-ups of military reservists. It is possible that there will be additional call-ups in the future, which may include officers and key personnel of the Company, which could disrupt business operations for a significant period of time.

Emerging market

Emerging market investment generally poses a greater degree of risk than investment in more mature market economies because the economies in the developing world are more susceptible to destabilization resulting from domestic and international developments.

The Company’s core business operations are located in Israel, which has a history of military instability. While there is no current instability, this is subject to change in the future and could adversely affect the Company’s business, financial condition, and results of operations. Fluctuations in the Israeli economy and actions adopted by the government of Israel may have a significant impact on companies operating in Israel, including the Company. Specifically, the Company may be affected by inflation, foreign currency fluctuations, regulatory policies, business, and tax regulations and in general, by the political, social and economic scenarios in Israel and in other countries that may affect Israel.

Income taxes

The Israeli corporate tax rate was 23% for the years ended December 31, 2023 and 2022. This tax rate could be changed by government decisions and tax regulations, which could have a material effect on the Company’s profit in the future.

Limitation of statute on the Company's tax reports for the years ended December 31, 2023 and 2022. The general limitation of statute on tax reports in Israel is four years, and therefore the Company’s tax reports for the years ended December 31, 2023 and 2022 could still be assessed by the Israeli Tax Authority.

13. CONTINGENCIES AND COMMITMENTS

The Company is not contingently liable with respect to litigation, claims, and environmental matters, including those that could result in mandatory damages or other relief. Any expected settlement of claims in excess of amounts recorded will be charged to the statements of loss and comprehensive loss as and when such determination is made.

Page 31 of 32

14. MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

The Company’s financial statements and the other financial information included in this management report are the responsibility of the Company’s management and have been examined and approved by the Company’s audit committee and Board of Directors. The accompanying financial statements are prepared by management in accordance with IFRS and include certain amounts based on management’s best estimates using careful judgment. The selection of accounting principles and methods is management’s responsibility.

Management recognizes its responsibility for conducting the Company’s affairs in a manner to comply with the requirements of applicable laws and established financial standards and principles, and for maintaining proper standards of conduct in its activities. The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of four non-management directors.

This committee’s role is to examine the financial statements and recommend that the Board of Directors approve them, to examine the internal control and information protection systems and all other matters relating to the Company’s accounting and finances. In order to do so, the audit committee meets annually with the external auditors, with or without the Company’s management, to review their respective audit plans and discuss the results of their examination. This committee is responsible for recommending the appointment of the external auditors or the renewal of their engagement.

15. ADDITIONAL INFORMATION

These documents, as well as additional information regarding the Company, have been filed electronically with the Canadian securities regulators through the System for Electronic Document Analysis and Retrieval (“SEDAR”) and may be accessed through SEDAR’s website at www.sedar.com.

Page 32 of 32

SCHEDULE “B” - EQUITY INCENTIVE PLAN

( See attached .)

SUPERBUZZ INC.

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
----- End of picture text -----

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:

==> picture [459 x 326] intentionally omitted <==

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

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
----- End of picture text -----

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.

SCHEDULE “C”- CONSOLIDATION RESOLUTION

RESOLVED AS A SPECIAL RESOLUTION THAT:

The Company is hereby authorized to file articles of amendment (the “ Articles of Amendment ”) with the Ontario Ministry of Government and Consumer Services to amend the articles of the Company such that the issued and outstanding common shares of the Company immediately upon the effective date of such Articles of Amendment be consolidated on the basis of a ratio to be selected by the board of directors of the Company (the “ Board ”), in it sole discretion, of up to one (1) “new” common share for every five (5) common shares then issued and outstanding (the “ Consolidation ”), such amendment to become effective at a date in the future to be determined by the Board in its sole discretion if and when the Board considers it to be in the best interests of the Company to implement the Consolidation, all as more fully described in the management information circular of the Company dated November 5, 2024 (the “ Circular ”), and subject to all necessary stock exchange approvals.
Notwitshtanding the passing of this resolution by the shareholders of the Company (the “ Shareholders ”), the Board is hereby authorized and empowered without further notice to or approval of the Shareholders not to proceed with the Consolidation or to revoke this resolution at any time prior to the Consolidation becoming effective without further approval of the Shareholders.
Following such Consolidation, holders of less than one (1) Common Share immediately following the completion of the Consolidation shall not be entitled to receive a fractional Common Share. In the event that the Consolidation would result in a Shareholder being entitled to a fractional Common Share, then such fractional common share shall be rounded down to the next lowest whole number. In calculating such fractional interest, all Common Shares registered in the name of a holder of Common Shares or an intermediary shall be aggregated.
Any director or officer of the Company be, and each of them is, hereby authorized and directed for and in the name of and on behalf of the Company to execute and deliver or cause to be executed and delivered Articles of Amendment of the Company to the Director under the Business Corporations Act (Ontario) and to execute and deliver or cause to be executed and delivered all documents and to take any action which, in the opinion of that person, is necessary or desirable to give effect to this special resolution.
Any one director or officer of the Company be, and each of them is, hereby authorized and directed for and in the name of and on behalf of the Company, to execute or cause to be executed, whether under corporate seal of the Company or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.

SCHEDULE “D”- AUDIT COMMITTEE CHARTER

( See attached .)

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.

AI assistant

SuperBuzz Inc. — Proxy Solicitation & Information Statement 2024

47944_rns_2024-11-18_10979399-1eba-48f7-9078-4113c34a7685.pdf

SUPERBUZZ INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 10, 2024

AND

MANAGEMENT INFORMATION CIRCULAR

DATED: NOVEMBER 5, 2024

SUPERBUZZ INC. Suite 801-1 Adelaide Street East Toronto, ON M5C 2V9

NOTICE OF ANNUAL AND SPECIAL MEETING

SUPERBUZZ INC.

MANAGEMENT INFORMATION CIRCULAR

INTRODUCTION

Date and Currency

PROXIES AND VOTING RIGHTS

Management Solicitation

Appointment of Proxy

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER OF THE COMPANY), OTHER THAN THE DESIGNATED PERSONS NAMED IN

Revocation of Proxies

Voting of Shares and Proxies and Exercise of Discretion by Designated Persons

ADVICE TO BENEFICIAL SHAREHOLDERS

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Record Date

Description of Voting Securities

Quorum

Principal Shareholders

PARTICULARS OF MATTERS TO BE ACTED UPON

1. PRESENTATION OF FINANCIAL STATEMENTS

2. ELECTION OF DIRECTORS

Notes:

Liran Brenner, Chief Executive Officer & Director

Yoel Yogev, Director (Chairman)

Sophie Galper-Komet, Director

Tsafrir Peles, Director

Nahum Segal, Director

Corporate Cease Trade Orders

Bankruptcies

Penalties and Sanctions

3. APPOINTMENT OF AUDITOR

4. APPROVAL OF THE OMNIBUS EQUITY INCENTIVE PLAN

5. AMENDMENT TO ARTICLES OF INCORPORATION TO EFFECT CONSOLIDATION

STATEMENT OF EXECUTIVE COMPENSATION

General

Director and Named Executive Officer Compensation, Excluding Compensation Securities

Notes:

Stock Options and Other Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Stock option plans and other incentive plans

Purpose of the Equity Incentive Plan

Equity Incentive Plan Maximum and Limits

Adjustments

Amendment Provision

Options

Restricted Share Units

Cessation of Service and Transferability

Employment, consulting and management agreements

Oversight and description of director and named executive officer compensation

Elements of Compensation

Base Salaries

Equity-Based Compensation

Performance Bonuses

Compensation and Measurement of Performance

Pension Disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

AUDIT COMMITTEE DISCLOSURE

The Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Sophie Galper-Komet

Tsafrir Peles

Nahum Segal

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

Exemption

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Debt Settlement Transaction

MANAGEMENT CONTRACTS

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