TERAGO
CONNECTIVITY POWERING CHANGE

TERAGO INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

May 12, 2026

TERAGO CONNECTIVITY POWERING CHANGE

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Tuesday, June 16, 2026

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting of Shareholders (the “Meeting”) of TERAGO Inc. (the “Company”) will be held at the offices of Company, 55 Commerce Valley Drive West, Suite 800, Thornhill, ON L3T 7V9 on June 16, 2026 at 11:00 a.m. (Eastern Daylight time) for the following purposes:

to receive the consolidated audited financial statements of the Company for the financial year ended December 31, 2025, and the auditors’ report thereon (the “2025 Annual Financial Statements”);
to fix the number of directors of the Company at six (6);
to elect the directors of the Company;
to appoint a new auditor of the Company for the ensuing year and to authorize the directors to fix their remuneration; and
to consider, and if deemed advisable, pass an ordinary resolution approving a Deferred Share Unit Plan for the Company’s non-executive directors, as more particularly described in the accompanying Information Circular;
to consider, and if deemed advisable, pass an ordinary resolution to amend the Company’s Share Option Plan and authorize the increase in the amount of Options, and Common Shares issuable pursuant to the exercise of Options, available for issuance under the Option Plan; and
to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

Accompanying this Notice of Annual and Special Meeting of Shareholders is: (i) the Management Information Circular, which provides additional information relating to the matters to be dealt with at the Meeting; (ii) a form of proxy; and (iii) 2025 Annual Financial Statements.

The Board of Directors of the Company has fixed May 12, 2026 as the record date for the Meeting. Any shareholder of record at the close of business on May 12, 2026 is entitled to notice of the Meeting and to vote the Common Shares registered in his or her name at that date on each matter to be acted upon at the Meeting.

Registered shareholders who are unable to attend the Meeting are requested to complete, date and sign the enclosed form of proxy and deliver or send it, in the envelope provided, to the attention of the Proxy Department of Odyssey Trust Company, the Company’s transfer agent, at Trader’s Bank Building, Suite 1100, 67 Yonge Street, Toronto, ON M5E 1J8. Alternatively, you may vote by internet at https://login.odysseytrust.com/pxlogin and following the instructions on the website.

To be effective, a proxy must be received not later than June 12, 2026 by 11:00 a.m. (Eastern Daylight time), or in the case of any adjournment or postponement of the Meeting, not less than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the adjournment or postponement, thereof. Late proxies may be accepted or rejected by the Chair of the Meeting in his or her discretion, and the Chair is under no obligation to accept or reject any particular late proxy.

Non-registered shareholders who receive these materials through their broker or other intermediary should complete and send the enclosed voting instruction form or form of proxy in accordance with the instructions contained therein or provided by their broker or intermediary.

By Order of the Board of Directors of TERAGO Inc.

Shaunik Katyal (signed)
General Counsel
May 12, 2026

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held on June 16, 2026

MANAGEMENT INFORMATION CIRCULAR

I. VOTING INFORMATION

The Company is not sending proxy-related materials in connection with the Meeting to registered shareholders or non-registered shareholders using the notice-and-access provisions set out in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”).

What am I voting on?

The holders of the common shares (the “Common Shares”) in the capital of TERAGO Inc. (“TERAGO” or the “Company”) are voting on (i) the fixing of the number of directors of the Company (the “Board”) at six (6); (ii) the election of directors to the Board of Directors; (iii) the appointment of a new auditor of the Company and authorizing the directors to fix the remuneration of the auditors; (iv) the approval of a Deferred Share Unit plan for the Company’s non-executive directors; and (v) the approval to amend the Company’s Share Option Plan, and to the increase in the amount of Options, and Common Shares issuable pursuant to the exercise of Options, available for issuance under the Option Plan.

Who is entitled to vote?

You are entitled to vote if you were a holder of Common Shares as of the close of business on May 12, 2026 (the “Record Date”). Each Common Share entitles its holder to one vote on those items of business identified in the Notice of Annual Meeting of Shareholders.

How do I vote?

If you are a registered holder, you may vote online ahead of the Meeting, in person at the Meeting or you may sign the enclosed form of proxy appointing the persons named in the proxy or some other person you choose, who need not be a shareholder, to represent you as proxy holder and vote your Common Shares at the Meeting.

There are two ways that you can vote your Common Shares if they are held by your nominee (a bank, trust company, securities broker, trustee or other). As required by Canadian securities legislation, you will have received from your nominee either a request for voting instructions or a form of proxy for the number of Common Shares you hold. Each nominee has its own signing and return instructions, which you should follow carefully to ensure your Common Shares will be voted.

Since the Company has limited access to the names of its non-registered Shareholders, if you plan on attending the Meeting, the Company may have no record of your Common Share holdings or of your entitlement to vote unless your nominee has appointed you as proxy holder. Therefore, if you wish to vote at the Meeting, please insert your own name in the space provided on the request for voting instructions or form of proxy and return same by following the instructions provided. Do not otherwise complete the form as your vote will be taken at the Meeting.

These securityholder materials are being sent to both registered and non-registered owners of the securities. Please return your voting instructions as specified in the request for voting instructions. The Company also intends to pay for an intermediary to deliver the proxy-related materials and related forms to objecting non-registered Shareholders.

Who is soliciting my proxy?

The enclosed form of proxy is being solicited by or on behalf of management of the Company and the associated costs will be borne by the Company. The solicitation will be primarily by mail, but proxies may also be solicited personally, by advertisement or may also be made by telephone, in writing or in person by the directors, officers or employees of the Company or such other persons as may be designated by the Company for such purpose without special compensation, or by the Company’s transfer agent, Odyssey Trust Company.

What if I sign the form of proxy enclosed with this Management Information Circular?

Signing the enclosed form of proxy gives authority to Daniel Vucinic, Chief Executive Officer or Rajneesh Sapra, Chief Financial Officer of the Company, or to another person you have appointed, to vote your Common Shares at the Meeting.

Can I appoint someone else to vote my Common Shares?

Yes. Write the name of this person, who need not be a Shareholder, in the blank space provided in the form of proxy.

It is important to ensure that any other person you appoint is attending the Meeting and is aware that he or she has been appointed to vote your Common Shares. Proxyholders should, upon arrival at the Meeting, present themselves to a representative of Odyssey Trust Company.

What do I do with my completed proxy?

Return it to the Company’s transfer agent, Odyssey Trust Company, either by entering your votes online using the instructions you received, in the envelope provided via mail, so that it arrives not later than 11:00 a.m. (Eastern Daylight time) on Friday, June 12, 2026, at least two business days prior to the date of the Meeting or any adjournment or postponement thereof. This will ensure your vote is recorded.

If I change my mind, can I take back my proxy once I have given it?

Yes. If you change your mind and wish to revoke your proxy, prepare a written statement to this effect. The statement must be signed by you, or your attorney as authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney of the corporation duly authorized. This statement must be delivered to the General Counsel of the Company at the following address no later than 11:00 a.m. (Toronto time) on Friday, June 12, 2026:

Shaunik Katyal
General Counsel
TERAGO Inc.
55 Commerce Valley Drive West, Suite 800
Thornhill, ON L3T 7V9

How will my Common Shares be voted if I give my proxy?

The persons named in the voting instruction form or form of proxy must vote for or against or withhold from voting your Common Shares in accordance with your directions, or you can let your proxyholder decide for you. In the absence of such directions, proxies received by management will be VOTED FOR the election of directors, VOTED FOR the appointment of new auditor and to authorize the directors to fix their remuneration, VOTED FOR the approval of a Deferred Share Unit plan for the Company’s non-executive directors, VOTED FOR the increase in the amount of Options, and Common Shares issuable pursuant to the exercise of Options, available for issuance under the Option Plan, each as more specifically set out in this Management Information Circular.

What if amendments are made to these matters or if other matters are brought before the Meeting?

The person named in the form of proxy will have discretionary authority with respect to amendments or variations to matters identified in the Notice of Annual and Special Meeting of Shareholders and with respect to other matters that may properly come before the Meeting.

As at the date of this Management Information Circular, management of the Company are not aware of any such amendment, variation or other matter expected to come before the Meeting. If any other matters properly come before the Meeting, the persons named on the enclosed form of proxy will vote on them in accordance with their best judgment.

How many Common Shares are entitled to vote?

As of May 12, 2026, 39,035,621 Common Shares of the Company were outstanding, each carrying the right to one vote for each Common Share held.

The Board of Directors of the Company has fixed May 12, 2026 as the record date (the “Record Date”) for the Meeting. Any shareholder of record at the close of business on the Record Date is entitled to vote the Common Shares registered in his or her name at that date on each matter to be acted upon at the Meeting.

To the knowledge of the directors and senior officers of the Company, no one person or entity beneficially owned, directly or indirectly, or exercised control or direction over, Common Shares carrying more than 10% of the voting rights attached to the Common Shares, other than as disclosed below:

Shareholder	Approximate Number of Common Shares Beneficially Owned, Controlled or Directed	Percentage of Outstanding Common Shares
Cymbria Corporation, acting at the direction of its portfolio manager, EdgePoint Investment Group Inc.	9,468,619¹	24.26%

¹Based on most recently available public filing made by the shareholder as of October 16, 2025.

How will these matters be decided at the Meeting?

Each matter specified in this Management Information Circular to be brought before the Meeting will be determined by a majority of votes cast, by proxy or at the Meeting, on the matter.

Who counts the votes?

The Company’s transfer agent, Odyssey Trust Company, counts and tabulates the proxies and votes. This is done independently of the Company to preserve the confidentiality of individual votes. Proxies are referred to the Company only in cases where a shareholder clearly intends to communicate his or her position to management or as necessary to comply with the requirements of applicable law.

If I need to contact the transfer agent, how do I reach them?

For general enquiries, you can contact the transfer agent by mail at:

Odyssey Trust Company
Trader’s Bank Building, Suite 1100
67 Yonge Street
Toronto, ON M5E 1J8
or by e-mail at:
[email protected]

or by telephone toll free at:
1-888-290-1175
(or outside of Canada and U.S. 1-587-885-0960)

II. BUSINESS OF THE MEETING

1. Financial Statements

The consolidated audited financial statements of the Company for the year ended December 31, 2025 together with the auditors' report thereon (the “2025 Annual Financial Statements”) and related Management’s Discussion and Analysis (“MD&A”) are available on the Company’s website www.terago.ca and on SEDAR at www.sedarplus.ca under the Company’s name.

2. Number of Directors

The articles of the Company (the “Articles”) provide that the number of directors shall be a minimum of one and a maximum of ten. The Board is currently composed of six (6) directors. It is proposed that the number of directors to be elected to the Board at the Meeting be fixed as six (6).

3. Election of the Board of Directors

The number of directors to be elected at the Meeting is six (6). Under the by-laws of the Company, directors of the Company are elected annually. Each elected director will hold office until the next annual meeting or until the successor of such director is duly elected, unless such office is earlier vacated in accordance with the by-laws of the Company.

Unless otherwise instructed, the persons designated in the form of proxy intend to VOTE FOR the election of the proposed nominees standing for election as set out below, each of whom has been a director since the date indicated below opposite his or her name. If for any reason at the time of the Meeting any of the proposed nominees is unable to serve and unless otherwise specified, it is intended that the persons designated in the form of proxy will vote in their discretion for a substitute nominee or nominees.

Pursuant to a subscription agreement dated April 14, 2021, between the Company and Cymbria Corporation, acting at the direction of its portfolio manager, EdgePoint Investment Group Inc. (“Cymbria”), the Company granted certain nomination rights to Cymbria (the “Nomination Right”) whereby it will have the right to specify an individual to be nominated to the Board so long as Cymbria owns more than 10% of the outstanding Common Shares. Cymbria currently has ownership of, or control or direction over 9,468,619 Common Shares, representing approximately 24.26% of the outstanding Common Shares. Cymbria has designated Mr. Pinnes as its “Board Designee” pursuant to such Nomination Right and the Company has nominated Mr. Pinnes to stand as a nominee for election at the Meeting.

All nominee directors are independent other than Mr. Daniel Vucinic who has been the Chief Executive Officer of the Company since June 12, 2023.

The Company has adopted a majority voting policy pursuant to which, notwithstanding the Company’s by-laws and the Canada Business Corporations Act, if any director nominee receives a greater number of votes “withheld” from his or her election than votes “for” such election, then, provided the election is uncontested in accordance with the policy, such director nominee must following the receipt of the final scrutineer’s report relating to such meeting, immediately submit to the Board his or her offer of resignation, which will take effect only upon the acceptance of such resignation by the Board. The Board, will, within 90 days following such meeting of shareholders, determine either to accept or not accept the subject director’s offer to resign, and the Board will cause the Company to promptly disclose publicly, via press release, the Board’s determination, including, in cases where the Board has determined not to accept the resignation, the reasons therefor. It is generally expected that the Board will accept such resignation, absent exceptional circumstances.

The following sets forth information with respect to each person proposed to be nominated for election as director, including the number of Common Shares of the Company owned beneficially, directly or indirectly, or over which control or direction is exercised by such person on May 12, 2026.

Name and Place of Residence	Director Since	Principal Occupation	Common Shares(1)
KENNETH CAMPBELL(2)(4)Warsaw, Poland	August 5, 2020	Chief Executive Officer, PLAY,a part of ILIAD group	334,922
MARTIN PINNES(3)(4)(6)Ontario, Canada	June 29, 2021	Corporate Director	234,574
PIETRO CORDOVA(5)(6)(8)Rome, Italy	June 14, 2022	Operating Partner, Ficom Leisure	87,449
TINA PIDGEON(6)(7)(8)New Jersey, USA	June 12, 2023	Principal, Tina Pidgeon Strategies	71,601
JAMES A. WATSON(8)Ontario, Canada	June 12, 2023	Corporate Director	39,098
DANIEL VUCINICOntario, Canada	June 12, 2023	Chief Executive Officer, TERAGO Inc.	130,368

Notes:

(1) The information as to Common Shares beneficially owned or controlled or directed, not being within the knowledge of the Company, has been furnished by the respective nominees individually.
(2) Chairperson of the Board of Directors
(3) Chair of the Compensation Committee.
(4) Member of the Compensation Committee.
(5) Chair of the Audit Committee.
(6) Member of the Audit Committee.
(7) Chair of the Corporate Governance Committee.
(8) Member of the Corporate Governance Committee.

Certain biographical information about each of the proposed nominees for election as directors of the Company is set forth below:

Kenneth Campbell

Mr. Campbell is the Chairperson of the Board of Directors of the Company. Mr. Campbell is the Chief Executive Officer of PLAY, a part of ILIAD group, the fifth largest telecom group in Europe. From 2019 to 2024 Mr. Campbell was a Partner with Paris-based Performance Management Partners (PMP Strategy). He was also previously a Non-Executive board member of South African fibre operator, Octotel. With more than 25 years of hands-on executive experience with several major mobile operators, Mr. Campbell has served in a range of senior leadership roles with telecom operators in North America, Europe, and North Africa. He was the Directeur General for INWI in Morocco and co-founded Mobile Klinik, Canada's leading smartphone and tablet repair network. Prior to this, Mr. Campbell served as CEO of Ooredoo in Tunisia, CEO of Wind Mobile in Canada, CEO of Bite in Lithuania, and Latvia, and held commercial and marketing positions for Vodafone, Ooredoo, and Orascom. Mr. Campbell holds an MBA from the London Business School and a Bachelor of Arts (Honours Economics) from Carleton University in Ottawa, Canada.

Martin Pinnes

Mr. Pinnes is a Director of the Company. Most recently, Mr. Pinnes served as Chief Operating Officer of Shared Tower, an Oakville-based developer of communication infrastructure assets. From 2019 to 2021, Mr. Pinnes served as Vice President of Finance and Corporate Development at FlexNetworks, a Toronto-based telecommunications provider that serves Winnipeg, key population centres in Saskatchewan, and Ottawa with a fibre-optic and wireless network, addressing a diverse range of customer types. From 2018 to 2019, Mr. Pinnes served as Vice President at Treeline Capital Partners, a Denver-based firm focused on the creation of investment platforms in real estate, energy and communications. Prior to Treeline Capital Partners, Mr. Pinnes was a Senior Portfolio Manager at the Canada Pension Plan Investment Board, with a focus on public equities in the telecommunications and media industries across North America, Europe and Latin America. Mr. Pinnes has extensive experience investing across the capital structure in public and private telecommunication businesses and has served on multiple Boards of private companies. Mr. Pinnes graduated from Colgate University with degrees in Mathematical Economics and Psychology.

Pietro Cordova

Mr. Cordova is a Director of the Company and is an Operating Partner at Ficom Leisure, a boutique advisory firm providing corporate, financial, and business advisory services focusing on strategic planning, organic and M&A driven growth, management/generational changes, capital structure optimization and restructuring. Mr. Cordova is the former CEO and member of the Board of Directors of (i) Veon Wholesale Services a wholesale telco company with approx. Euro 1 billion revenues, providing centralized provisioning, commercial, technology and value-added services for the 14 OpCos of the Veon Group worldwide and (ii) Wind Mobile in Canada (now trading as Freedom Mobile). Prior to this, Mr. Cordova was the Deputy CFO for Wind in Italy, a leading, €6bn revenue telco operator with over 35mln customers (wireline and wireless). He started his career in banking, subsequently moving to Telecom Italia (now trading as TIM) as Head of South America in the International Finance Dept, subsequently moving to the Atlantia Group (toll highways) as Finance Director. Mr. Cordova has extensive experience in growing and streamlining companies operating in highly regulated and competitive environments. Mr. Cordova, a Canadian and Italian citizen, holds a University Degree in Business Administration and Finance from "La Sapienza" University, Rome.

Tina Pidgeon

Ms. Pidgeon is a Director of the Company and is the Principal of Tina Pidgeon Strategies. Ms. Pidgeon a 30-year veteran of the telecom and tech industry and recognized leader in telecommunications policy development and broadband infrastructure deployment, advises clients on business transformation, executable advocacy strategies, and organizational design. Ms. Pidgeon previously spent 17 years with GCI Communication Corp. (GCI), an Alaska telecommunications company providing statewide broadband and wireless services. As GCI's General Counsel, Chief Compliance Officer, and SVP, Governmental Affairs for a decade, she directed the company's legal, policy, regulatory, communications, compliance, and risk operations, and applied her DC-based expertise in broadband deployment, universal service policy, and wireless and video service matters. During that time, she served on the company's senior executive team, which guided significant wireless transactions and major infrastructure deployments across Alaska, and managed broadband, wireless, video, and traditional telecom service businesses. Ms. Pidgeon subsequently served as Special Advisor to the CEO, and earlier as Vice President of Federal Regulatory Affairs. Prior to her roles with GCI., Ms. Pidgeon was an associate with the law firm of Drinker Biddle & Reath LLP (now Faegre Drinker) in Washington, D.C., where she specialized in regulatory policy and compliance in the telecommunications industry. Ms. Pidgeon also serves as a director of AP&T (Alaska Power and Tel), chairing the Governance and Nominating Committee; the American Oncologic Hospital, a comprehensive cancer center in Philadelphia, and the Fox Chase Cancer Center Foundation, chairing the Institutional Advancement Committee, and previously of Nova, an Icelandic mobile wireless and broadband company. Ms. Pidgeon is a graduate of the University of Virginia School of Law and the University of Notre Dame, and her efforts, experience, and leadership have been recognized by many industry and professional organizations.

James A. Watson

Mr. Watson is a Director of the Company. Mr. Watson served as the 56th mayor of the city of Ottawa, Ontario from 2010 to 2022. Prior to this, Mr. Watson served as Member of Provincial Parliament for the Ottawa West-Nepean

riding and was appointed as Minister of Consumer and Business Services in 2003. In addition, he became Ontario's first Minister of Health Promotion in 2005 and Minister of Municipal Affairs in 2007. From 2000-2003, Mr. Watson served as President and CEO of the Canadian Tourism Commission, a Federal Crown Corporation designed to market Canada domestically and internationally as a tourism destination. Previously, Mr. Watson also served as an Ottawa city councilor from 1991 to 1997, and as mayor from 1997 to 2000. Mr. Watson has served on the board or as honorary chair of several community organizations including the Riverside Hospital, the National Arts Centre, the Central Canada Exhibition Association, the Christmas Exchange of Ottawa, and the Forum for Young Canadians. He also served as chair of the United Way's 2002 campaign. Mr. Watson is the recipient of several honours and awards for his previous and continued service to the community, including the Queen's Diamond Jubilee Medal. Mr. Watson graduated from Carleton University with a degree in Mass Communications.

Daniel Vucinic

Mr. Vucinic is Director and Chief Executive Officer of the Company. With three decades of experience across senior management roles throughout the technology sector, Mr. Vucinic brings a wealth of leadership and operational excellence experience. He most recently served as Chief Operating Officer of Centrilogic Inc., a global provider of IT transformation solutions, where he led all operations functions to support customers' end-to-end cloud and digital transformation journeys and drove significant enterprise value creation. Mr. Vucinic also served in several executive roles at Zayo and Allstream, two global communications companies, where he also played a pivotal role in driving significant enterprise value creation through revenue growth and optimization. Prior to his tenure at Allstream, he held senior leadership positions at AT&T Canada and Unitel. Mr. Vucinic is a Professional Engineer and holds a Bachelor of Applied Science, Engineering from the University of Toronto.

Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of the Company (based on information furnished by the directors), except as noted below, none of the director nominees, nor any personal holding company thereof owned or controlled by them: (a) is, as at the date of this Management Information Circular, or has been, within the 10 years before the date of this Management Information Circular, a director, chief executive officer or chief financial officer of any company that: (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (each an "Order") that was issued while the person was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to an Order that was issued after the person ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (b) is, as at the date of this Management Information Circular, or has been within 10 years before the date of this Management Information 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 or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) has, within the 10 years before the date of this Management Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director nominee or director.

Kenneth Campbell - Director of NuRAN Wireless Inc. - As announced on May 2, 2023, NuRAN Wireless Inc. ("NuRAN") had been delayed in meeting the deadline for its annual filings and as a result, NuRAN applied for a management cease trade order ("MCTO") under National Policy 12-203 - Management Cease Trade Orders ("NP 12-203"), which was granted by the BCSC. As per NuRAN's press release, the MCTO did not affect the ability of shareholders to trade their securities and the general investing public will continue to be able to trade in NuRAN's common shares. However, NuRAN's CEO and CFO were not allowed to trade the NuRAN's common shares until such time as the Annual Filings were filed and all continuous disclosure requirements were satisfied by NuRAN, and the MCTO has been revoked by the BCSC.

To the knowledge of the Company, none of the director nominees, nor any personal holding company thereof owned or controlled by them: (i) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory

authority; or (ii) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

4. Appointment of Auditor

At the Meeting, shareholders will be requested to approve the appointment of BDO Canada LLP, as auditor of the Company, to hold office until the next annual meeting of shareholders or until their successors are appointed, and to authorize the Board of Directors to fix their remuneration.

In accordance with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), on November 10, 2025, the Company filed a notice of change of auditor, a letter from KPMG LLP and a letter from BDO Canada LLP on SEDAR which confirmed that the resignation of KPMG LLP and appointment of BDO Canada LLP were considered and approved by the Board. There were no reportable events (within the meaning of NI 51-102) involving KPMG LLP.

Unless otherwise instructed, the persons designated in the form of proxy intend to VOTE FOR the appointment of BDO Canada LLP as auditor of the Company to hold office until the next annual meeting of shareholders or until their successors are appointed and for the resolution authorizing the Board of Directors to fix the remuneration of the auditors.

5. Approval of Deferred Share Unit Plan for Non-Executive Directors

The Board of the Company has approved a directors’ Deferred Share Unit plan (the “DSU Plan”), subject to receipt of all required regulatory approvals, including the approval of the Toronto Stock Exchange (the “TSX”), and approval by the shareholders of the Company at the Meeting. Accordingly, shareholders are being asked to consider and, if deemed advisable, approve the DSU Plan. In the event that shareholder approval is not obtained, the DSU Plan will not become effective and no Deferred Share Units (“DSUs”) will be granted thereunder.

The DSU Plan has been established to provide non-executive directors with equity-based compensation that is directly linked to the value of the Company’s common shares, thereby enhancing the alignment of their interests with those of shareholders and promoting a long-term focus on value creation.

Purpose

The purpose of the DSU Plan is to promote a greater alignment of interests between non-executive directors and shareholders by providing that all compensation payable to non-executive directors is delivered in the form of equity-based awards that track the value of the Company’s common shares. The DSU Plan is also intended to provide a compensation framework that reflects the responsibilities, commitment and risks associated with service on the Board and its committees, while reinforcing a long-term ownership mindset.

Eligible Participants

The DSU Plan provides that only directors of the Company who are not employees of the Company or any of its affiliates, including the non-executive Chair of the Board (each, a “Non-Executive Director”), shall be eligible to participate in the DSU Plan. In the event that a participant becomes an officer or employee of the Company or a related entity, such participant’s eligibility to receive additional DSUs shall be suspended for the duration of such employment, provided that any DSUs previously credited to such participant shall remain outstanding and continue to be governed by the terms of the DSU Plan.

Issuance of DSUs

Pursuant to the DSU Plan, all compensation payable to Non-Executive Directors, including annual retainers and committee fees, shall be satisfied in the form of DSUs, and no portion of such compensation shall be payable in cash, except as may be required to satisfy applicable withholding obligations.

The number of DSUs to be credited to a participant in respect of such compensation shall be determined by dividing the amount of compensation payable to the participant by the fair market value of the Company’s common shares on the applicable conversion date, determined in accordance with the DSU Plan.

In addition to DSUs granted in satisfaction of director compensation, the Board may, in its discretion, grant additional

DSUs to Non-Executive Directors as part of their compensation. DSUs granted in respect of director compensation shall be fully vested upon grant, while any additional discretionary DSUs may be subject to such vesting conditions as may be determined by the Board.

Nature of DSUs and Dividend Equivalents

DSUs are notional units only and do not represent actual ownership of common shares of the Company. Accordingly, holders of DSUs shall not be entitled to voting rights or any other rights attaching to holders of common shares. The DSU Plan is unfunded, and all DSUs represent unsecured obligations of the Company.

Participants shall be credited with additional DSUs in respect of dividends declared on the Company’s common shares. Such dividend equivalents shall be calculated based on the number of DSUs credited to the participant’s account on the applicable record date and shall be converted into additional DSUs based on the fair market value of the common shares on the dividend payment date.

Redemption and Settlement of DSUs

DSUs may not be redeemed until the participant ceases to be a member of the Board by reason of resignation, retirement, non-re-election, incapacity or death (a “Termination of Board Service”). Upon a Termination of Board Service, the DSUs credited to the participant’s account shall be redeemed on a date determined in accordance with the DSU Plan (the “Redemption Date”), provided that such Redemption Date shall not occur during a blackout period applicable to the Company and shall be subject to such additional timing restrictions as may be required to comply with applicable securities laws.

Settlement of DSUs shall be effected, at the discretion of the Company, by way of (i) a cash payment, (ii) the issuance of common shares from treasury, (iii) the purchase of common shares on the open market through a broker, or (iv) a combination thereof. Where DSUs are settled in cash, the amount payable shall be equal to the number of DSUs being redeemed multiplied by the fair market value of the Company’s common shares on the Redemption Date. Where settlement is effected through the issuance or purchase of common shares, the participant shall receive one common share for each whole DSU redeemed, subject to applicable withholding requirements and the treatment of fractional entitlements in accordance with the DSU Plan.

In all cases, settlement shall occur within the time periods prescribed under the DSU Plan and applicable tax legislation and, in any event, no later than December 31 of the calendar year following the year in which the Termination of Board Service occurs.

U.S. Participants

In the case of a participant who is subject to taxation under the United States Internal Revenue Code of 1986, as amended (the “Code”) (a “U.S. Participant”), the DSU Plan shall be interpreted and administered in a manner intended to comply with Section 409A of the Code.

Without limiting the generality of the foregoing, DSUs held by a U.S. Participant shall be redeemed in the calendar year following the year in which such participant experiences a “separation from service” (as defined in the Code). In the event that such U.S. Participant is a “specified employee” within the meaning of Section 409A, settlement of DSUs shall be deferred for a period of six months following such separation from service, to the extent required to avoid adverse tax consequences under Section 409A.

Shares Available for Issuance and Limits

The maximum number of common shares reserved for issuance from treasury under the DSU Plan shall be 600,000. Any common shares subject to DSUs that are cancelled or otherwise terminated without settlement shall again be available for issuance under the DSU Plan.

The DSU Plan further provides that: (i) the number of common shares issuable to insiders, at any time, under the DSU Plan and all other security-based compensation arrangements of the Company shall not exceed 10% of the issued and outstanding common shares; and (ii) the number of common shares issued to insiders, within any one-year period, under the DSU Plan and all other security-based compensation arrangements of the Company shall not exceed 10% of the issued and outstanding common shares.

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In addition, no DSUs may be granted to any individual Non-Executive Director if the total number of common shares reserved for issuance to such Non-Executive Director under the DSU Plan, together with any common shares issuable to such Non-Executive Director under any other security-based compensation arrangements of the Company, would exceed 5% of the issued and outstanding common shares of the Company, and the aggregate grant-date fair value of equity-based compensation that may be granted to any individual Non-Executive Director in any calendar year shall not exceed $150,000.

Tax Withholding

The Company shall be entitled to deduct and withhold, or require a participant to remit to the Company, such amounts as may be required to satisfy any applicable tax withholding obligations arising in connection with DSUs or the settlement thereof. In the absence of cash compensation, such withholding obligations may be satisfied by the sale of a portion of the common shares otherwise issuable upon settlement of DSUs or by requiring the participant to provide funds to the Company.

Assignment of DSUs

DSUs and any rights associated therewith shall not be transferable or assignable, whether by operation of law or otherwise, except by will or by the laws of descent and distribution.

Administration

The DSU Plan shall be administered by the Board or a committee thereof, which shall have the authority to interpret the provisions of the DSU Plan, to establish such rules and regulations as it considers necessary or desirable for the administration of the DSU Plan, and to make all determinations necessary or advisable for the implementation and operation of the DSU Plan.

Amendments

The Board may, subject to obtaining any required regulatory approvals, amend, suspend or terminate the DSU Plan or any DSUs granted thereunder. Shareholder approval will be required for any amendment that:

(a) increases the maximum number of common shares issuable under the DSU Plan;
(b) increases the limits on participation under the DSU Plan;
(c) expands the categories of eligible participants;
(d) permits DSUs to be transferable other than for normal estate settlement purposes;
(e) amends the provisions of the DSU Plan relating to amendments; or
(f) otherwise requires shareholder approval under applicable TSX rules.

Subject to the foregoing, the Board may, without shareholder approval, make such amendments to the DSU Plan as it deems appropriate, including, without limitation:

(a) amendments of a housekeeping nature;
(b) amendments necessary or desirable to comply with applicable laws or tax requirements;
(c) amendments to vesting provisions, other than any amendment that would constitute a change in the vesting provisions of the DSU Plan requiring shareholder approval pursuant to the terms of the DSU Plan;
(d) amendments to facilitate settlement through open market purchases of common shares; and
(e) amendments relating to adjustments in connection with corporate reorganizations.

Shareholder Approval

At the Meeting, shareholders will be asked to consider and, if deemed advisable, to pass the following ordinary resolution:

BE IT RESOLVED, AS AN ORDINARY RESOLUTION THAT:

the directors' Deferred Share Unit Plan of the Company be and is hereby approved and adopted;
the Company be and is hereby authorized to grant deferred share units and to issue up to a maximum of 600,000 common shares to settle such deferred share units, or otherwise satisfy its obligations under the DSU Plan in accordance with its terms;

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the board of directors of the Company be and is hereby authorized to make such amendments to the DSU Plan as may be required by any regulatory authority or stock exchange, including the Toronto Stock Exchange;
any one director or officer of the Company be and is hereby authorized and directed to execute and deliver all such documents and to do all such acts and things as may be necessary or desirable to give effect to the foregoing; and
the board of directors of the Company be and is hereby authorized, in its sole discretion, not to proceed with the DSU Plan without further approval of shareholders.”

In order to be passed, the foregoing ordinary resolution approving the DSU Plan (the “DSU Plan Resolution”) must be approved by a majority of the votes cast by shareholders of the Company present in person or represented by proxy at the Meeting. The Board has determined that the DSU Plan is in the best interests of the Company and its shareholders and unanimously recommends that shareholders vote FOR the DSU Plan Resolution. Unless otherwise directed, the persons named in the accompanying form of proxy intend to vote FOR the DSU Plan Resolution.

Amendment to Share Option Plan and authorizing the increase in the amount of Options, and Common Shares issuable pursuant to the exercise of Options, available for issuance under the Share Option Plan

The Option Plan is intended to attract and retain personnel and compensate the Company’s officers and employees at a level and in a manner that ensures that they are motivated and that their interests are aligned with those of the Company and its shareholders. For further details on the terms of the Option Plan, please see “Executive Compensation – Compensation Components – Long-Term Incentive Plans” below.

In order to provide for additional grants, the Board of Directors believe that it is appropriate to amend the Share Option Plan and increase the number of available Common Shares reserved for issuance upon due vesting and exercise of such Options. The Option Pool Increase would allow the Company to grant Options to officers and employees as additional compensation and participate in the long-term incentive plan of the Company. The Board of Directors considers the Option Pool Increase to be a way of ensuring that the Board of Directors continues to have the flexibility to grant Options pursuant to the Option Plan as required in order to serve the purposes referenced above. The Option Plan currently provides for a fixed maximum of 2,983,044 Common Shares to be issuable pursuant to the plan. As of the Record Date, an aggregate of 586,526 Options are outstanding, representing 1.50% of the issued and outstanding Common Shares. Since the adoption of the Option Plan, a portion of Options previously granted under the plan have been exercised, and the Common Shares issued upon such exercises permanently reduce the number of Common Shares available for future grants under the Option Plan. As a result, an aggregate of 2,227,424 Options remain available for future grants (the “Option Pool”) based on the remaining number of Common Shares reserved for issuance under the Plan. An increase of Common Shares reserved will correspondingly increase the Option Pool by the same number.

The Board of Directors have, subject to receipt of requisite shareholder approval and final approval of the TSX, passed a resolution to approve the amended Option Plan and reserving and setting aside for issuance, an additional 1,089,612 Common Shares upon vesting and due exercise of such Options. The TSX has conditionally approved the amended Option Plan, the increase in 1,089,612 Common Shares to be issuable under such plan subject to certain conditions, including receipt of requisite shareholder approval. With the exception of the Option Pool Increase, if approved, the Option Plan will remain in the same form as the Option Plan approved by the Company’s shareholders on June 25, 2024, a full copy of which is available on SEDAR at www.sedarplus.ca.

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At the Meeting, shareholders of the Company will be asked to consider and, if deemed advisable, with or without variation, to approve the following ordinary resolution (the “Share Option Plan Resolution”):

BE IT RESOLVED, AS AN ORDINARY RESOLUTION THAT:

the Share Option Plan substantially in the form attached to this Management Information Circular as Schedule D is hereby approved and the maximum number of Common Shares issuable upon the exercise of options be increased by 1,089,612, from 2,983,044 to 4,072,656; and
any one officer or any one director of the Company be, and each of them hereby is, authorized and empowered, acting for, in the name of and on behalf of the Company, to execute or to cause to be executed, under the seal of the Company or otherwise, and to deliver or to cause to be delivered all such documents, agreements and other instruments, all in such form and containing such terms and conditions as any one of them shall consider necessary or desirable and shall approve, such approval to be conclusively evidenced by the execution and delivery thereof by the Company, and to do or to cause to be done all such other acts and things as any one officer or one director of the Company shall consider necessary or desirable in order to carry out the intent of the foregoing resolution.

In order to be passed, the Option Plan Resolution requires the approval of a majority of the votes cast thereon by the shareholders of the Company present in person or represented by proxy at the Meeting. The Board of Directors unanimously recommend that shareholders of the Company VOTE FOR the Option Plan Resolution. Unless otherwise instructed, the persons designated in the form of proxy intend to VOTE FOR the Option Plan Resolution.

7. Other Matters:

The Company knows of no other matters to be submitted to the shareholders at the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent in accordance with their judgement on such matters.

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III. STATEMENT OF EXECUTIVE COMPENSATION

1. Compensation Discussion and Analysis

The following discussion described the significant elements of our executive compensation program, with particular emphasis on the process for determining compensation payable to the Named Executive Officers of the Company. The Named Executive Officers are:

Daniel Vucinic, President and Chief Executive Officer
Rajneesh Sapra, Chief Financial Officer
May Daou, Chief Customer Officer
Osman Mohamednur, Vice President, Engineering & Operations

(collectively, the “Named Executive Officers” or “NEOs”).

Compensation Philosophy

The Company is a dynamic organization which has recently made strategic acquisitions and has transitioned the Company into a multi-product IT services company focused on securely managing its customers’ data flow. It currently provides businesses across Canada with network connectivity services. The level of talent required to drive the business and to carry out its strategy while competing with large, well-established organizations and brands can be challenging to develop and/or recruit. The Compensation Committee of the Board (the “Compensation Committee”) and the Board view the recruitment and retention of top industry talent as a key corporate priority in the seamless operation and performance of the Company. In order to accomplish its goals and to ensure that the compensation program is consistent with its direction, strategy, stated mission and goals, the Company is committed to a “pay for performance” culture. The Compensation Committee, the Board and management place significant emphasis on the impact of its executive compensation and total rewards program.

The executive compensation and total rewards program is intended to:

provide competitive compensation vehicles that are consistent with the Company’s business plan, strategy, financial objectives and operating performance;
attract highly qualified individuals necessary to expand the business;
retain and motivate executives to achieve higher levels of performance and be appropriately rewarded for that effort;
emphasize a “pay-for-performance” variable incentive structure that rewards individual, team and corporate performance, while supporting company goals, with a view toward increasing Shareholder value; and
align the interests of shareholders and executives.

The Company is committed to growing, developing and enriching the careers of the top talent within the Company. In addition, it is widely recognized that the success of the organization internally and in the marketplace is driven by the success and leadership of the executive team. As such, there is considerable time, energy and focus committed to the talent and succession review and planning process. While each executive is assessed on their own personal contributions, the accomplishments of the executive group as a team is viewed with great importance as it drives the business, culture and shareholder value.

The Compensation Committee’s decisions about executive compensation policies and practices are made within the context of the Company’s goals and strategies. To this end, the Compensation Committee’s mandate is to oversee management in the attraction and retention of talented and highly motivated people that will excel in a fast-paced and challenging environment.

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Compensation Committee

The Compensation Committee provides oversight of overall compensation philosophy, policies, practices and programs. The Compensation Committee works closely with management as well as external compensation consulting firms from time to time to ensure they are knowledgeable regarding the most current market data and trends. The Compensation Committee makes recommendations to the Board concerning the level, nature and mix of compensation payable to the executive officers of the Company. This review includes the Chief Executive Officer and the other NEOs. The Compensation Committee also makes recommendations to the Board concerning annual incentive levels, executive perquisites, short-term incentives and long-term incentives, as well as compensation for the directors.

The Committee currently consists of Martin Pinnes (Chair) and Kenneth Campbell, each of whom is "independent" within the meaning of the corporate governance disclosure rules adopted by the Canadian Securities Administrators. The Board as a whole reviews the recommendations of the Compensation Committee and gives final approval on compensation matters for the Company's executive officers, as well as on major policy changes related to remuneration.

The Board is of the view that the members of the Committee collectively have the relevant skills and experience necessary to enable the Committee to make decisions as to the suitability of the Company's compensation policies and practices. All committee members have a thorough understanding of policies, principles, and governance related to human resources and executive compensation, and the necessary financial acumen to apply to the evaluation of executive compensation programs. They have acquired this knowledge through direct experience in existing and prior roles that is relevant to their responsibilities in executive compensation. This ensures a strong overlap and broader perspective related to the organization's financial results, risk profile, and compensation outcomes. For more information on the occupations, skills, experience, and independence of each Committee member, please refer to each director's biographical information contained in this Management Information Circular.

Input from Management

The Compensation Committee also meets with the Chief Executive Officer and other members of management and will consider management recommendations regarding:

Executive compensation, including base salary, target bonus, long-term incentives and perquisites;
Short-term incentive design and metrics;
Long-term incentive performance metrics; and
Review of corporate and individual performance achievement.

Risk Assessment and Oversight

The Company has conducted an assessment of its compensation programs, policies and practices for its executives relative to risk and whether they create a reasonable likelihood of a material adverse effect on the Company. Based on this assessment, which also considered the control environment and approval processes in place, the Compensation Committee has not identified any risks arising from the Company's compensation policies and practices that would be likely or would reasonably cause a material adverse effect on the Company. The Compensation Committee believes that the Company's executive compensation program encourages the taking of risks that are reasonable, appropriate and properly managed, while not encouraging management to take unreasonable risks relating to the Company's business. Executives are not rewarded for taking excessive or inappropriate risks or those which would have a material adverse effect on the Company for the following reasons: (i) the total compensation package consists of both base (fixed) and variable compensation; (ii) the performance metrics for variable compensation include key strategic objectives for the Company, including revenue, net monthly recurring revenue, end of year cash position and Adjusted EBITDA; (iii) the option based awards, restricted share units and performance-based restricted share units are subject to three-year vesting periods, reducing incentives on the part of executives to any imprudent short-term risks; and (iv) the Company has strict internal financial controls.

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2. Components of Executive Compensation

The mix of the Company’s executive compensation and total rewards structure include:

base salary;
performance-based annual incentive;
long-term incentive plans; and
executive benefits and perquisites.

In determining the appropriate mix of pay for each NEO, the Compensation Committee considers the most recent benchmarking data available, as well as the experience, skills, qualifications, ability, future potential, retention risk and overall performance of each individual. The Compensation Committee’s due diligence in determining the pay mix includes thorough analysis of various scenarios and the impact on each pay lever.

Base Salary

Annual base salaries for the NEOs are established at levels which are designed to be competitive within the Canadian marketplace. Base salaries are determined following an internal assessment and external review. Internally, the executive officer’s individual performance, experience, scope and responsibility, as well as impact of position with the Company is assessed. Externally, a market benchmarking review is undertaken periodically, which considers comparable companies.

On an annual basis, the Compensation Committee reviews and makes recommendations to the Board concerning the base salaries payable to the NEOs.

Annual Incentives

Annual incentives provide the executive with the opportunity to earn cash incentives based on the achievement of pre-established performance goals approved annually by the Board. The allocation of annual incentives to the executive officers is determined annually by the Board based on recommendations from the Compensation Committee.

The following table outlines the minimum, target and maximum annual incentive for each NEO in 2025, as a percentage of the executive’s base salary:

NEO Name	Minimum Annual Incentive (% of salary)	Target Annual Incentive (% of salary)	Maximum Annual Incentive (% of salary)
DANIEL VUCINIC
President & Chief Executive Officer	0%	75%	75%
RAJNEESH SAPRA
Chief Financial Officer	0%	54.54%	54.54%
MAY DAOU^{(1)}
Chief Customer Officer	0%	20%^{(1)}	20%^{(1)}
OSMAN MOHAMEDNUR
Vice President, Engineering & Operations	0%	40%	40%

Notes:

(1) Ms. Daou was promoted from her role as Vice President, Revenue Management to Chief Customer Officer effective January 1, 2026. For fiscal year 2025, in addition to the target annual incentive, Ms. Daou was also entitled to up to 20% of her base salary in sales bonus based on new revenue bookings.

The annual incentive plan includes corporate performance metrics against which all executives are measured. In addition, and in alignment with the “pay for performance” culture, each NEO has measurable and individual performance goals, specific to their functional area of responsibility. In accordance with the terms of the Company’s 2025 Annual Incentive Program for NEOs, if a corporate performance measure is achieved, 100% of the target award value for that measure is paid to the executive. A stretch payment for achievement above a particular metric may also be payable for certain metrics.

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Each year, the Board determines the performance measures to be used for awarding annual cash incentives and the various weightings to be applied to those criteria. Corporate performance measures and weightings for the 2025 Annual Incentive Program for NEOs consisted of:

Metric	Target^{(1)}	Weight
Revenue	$27,400,000	50%
Adjusted EBITDA	$4,300,000	30%
Cash Flow from Operations	$2,750,000	20%

Notes:

(1) Each corporate target is independent of each other.

The Compensation Committee reviews the actual financial and operational results against the previously approved annual targets to determine the recommended annual incentive payments. For 2025, the Company achieved the target for Cash Flow from Operations, while performance for Revenue and Adjusted EBITDA was below threshold levels. Notwithstanding partial achievement against one performance metric, the Compensation Committee determined that overall corporate performance did not warrant incentive payouts. Accordingly, overall corporate performance achievement was determined to be 0% of target, and no annual cash incentive awards were earned by NEOs in respect of 2025 performance. Certain of the performance metrics and targets are based on non-IFRS financial measures such as “Adjusted EBITDA” which do not have a standard meaning and may not be a reliable way of comparison as against other companies. The Company calculates certain of these performance metrics and targets either from financial figures disclosed in its 2025 Financial Statements and MD&A or through internally tracked financial figures. Non-IFRS financial measures such as “Adjusted EBITDA” are identified in the MD&A and are reconciled back to IFRS financial figures.

Long Term Incentive Plans

The Compensation Committee believes that long term incentive awards should comprise a large portion of the total compensation package for executive officers, which is consistent with market practice and the corporate executive compensation and total reward philosophy. Ultimately, the goal of this component of the compensation mix is to:

Attract and retain high performing executives - Long-term incentives should be competitive, have upside potential and be regarded by participants as being fair and appropriate.
Alignment with Shareholders - Long-term incentives need to reward value creation that will benefit shareholders.
Focus and Motivate - Long-term incentives should reward for performance with a focus on continuous improvement. The program should drive and increase executive engagement.

The Company utilizes both its Share Option Plan and its RSU Plan as long-term incentive vehicles for executive officers. The Compensation Committee makes option, RSU and PSU grant recommendations to the Board based on the above noted goals. Such grants are expected to be made in the future on a periodic basis, at the discretion of the Compensation Committee and based on performance in connection with the review of an executive officer’s compensation package. Grants under these long-term incentive plans may also be made upon hire or promotion and as special recognition for extraordinary performance.

Share Option Plan

As part of the Company’s long-term incentive program, the Company has adopted the Share Option Plan, pursuant to which the Board of Directors may in its discretion grant stock options (“Options”) from time to time to employees, directors and officers of the Company. Options are intended to retain and motivate recipients, provide them an opportunity to acquire an increased share interest in the Company, and ultimately align their long-term interests with those of shareholders and the Company’s objectives.

The Share Option Plan is administered by the Board of Directors. Options are generally not transferable and may be exercised only by the optionholder, except that Options may be assigned to a ‘Permitted Assign’ (as that term is

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defined in section 2.22 of National Instrument 45-106 – Prospectus Exemptions) in accordance with the terms of the Share Option Plan, and any such assigned Options remain subject to the terms of the Share Option Plan. If a participant’s employment is terminated without cause, all vested options may be exercised within the shorter of 30 days or the balance of the option’s term, and any unvested options will be cancelled. If a participant voluntary resigns from their employment, all vested options may be exercised within the shorter of 30 days or the balance of the option’s term, and any unvested options will be cancelled. If a participant’s employment is terminated for cause, all options, vested and unvested, will be immediately cancelled.

The exercise price of any Option granted under the Share Option Plan is the closing price per share of a board lot of Common Shares traded through the TSX on the grant date (“market price”). Unless otherwise determined by the Board of Directors, options will expire ten years after the date of grant, and will generally vest over three years in equal tranches on each anniversary date following the grant date. In lieu of paying the exercise price, an optionholder may elect to exercise their Options and acquire such number of Common Shares on a “cashless basis”, determined by subtracting the exercise price from the market price of the Common Shares as of the date of exercise, multiplying the difference by the number of Common Shares in respect of which the Option was otherwise being exercised and then dividing that product by the market price of the Common Shares as of the date of exercise.

All options under the Share Option Plan will vest immediately on a change of control of the Company. Any option granted under the Share Option Plan that expires or is cancelled without having been fully exercised may be subject to a future Option grant. If any Option expires during or within 10 days after the last day of a black-out period during which the policy of the Company prevents a holder from trading in the Common Shares, then the expiry date for such options will be extended to the last day of such 10-day period. The fair value attributable to each Option on the grant date is determined under the Black-Scholes option pricing model using various assumptions on expected life of the Option, the current risk-free rate, the expected dividend yield and volatility attributed to the underlying Common Shares.

There is no maximum as to the number of Options issuable to a participant of the Share Option Plan within any one-year period nor a maximum issuable to a participant at any time, subject to the insider participation limit. The Share Option Plan currently provides for a limit on the participation of “insiders” (as defined under TSX rules) such that the number of Common Shares: i) issued to insiders within any one-year period, and ii) issuable to insiders at any time under the Share Option Plan, or when combined with all of the Company’s other security based compensation arrangements (including the RSU Plan and Directors’ Share Compensation Program), cannot exceed 10% of the Company’s total issued and outstanding Common Shares, respectively.

Under the Share Option Plan, the Board may, without shareholder approval:

(a) make non-material and/or minor amendments to the terms of the Plan that are of a “housekeeping nature”;
(b) change the vesting terms of the Options; or
(c) suspend the Plan in whole or in part and may at any time terminate the Plan.

Other amendments to the Share Option Plan will be subject to receipt of shareholder approval, including in the case of: (i) any amendment to the Share Option Plan’s amendment provision itself; (ii) any increase in the maximum number of Common Shares reserved and issuable under the Plan; (iii) any reduction in the exercise price of an Option after grant, in each case where such amendment would benefit an insider; (iv) the extension of the expiry date of an Option, where such amendment would benefit an insider; (v) an amendment o remove or to exceed the Insider Participation Limit; or (vi) any matters or amendment that may require shareholder approval under applicable laws or TSX rules.

RSU Plan

The RSU Plan was established to retain and motivate employees and officers of the Company and to promote a greater alignment of interests between these individuals and the shareholders of the Company. As part of the Company’s long-term incentive program, the RSU Plan gives the Company flexibility in delivering a mix of executive compensation and total rewards. See “Components of Executive Compensation” for additional information.

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Both restricted share units (“RSUs”) and performance share units (“PSUs”) (each referred to as a “Unit”) may be granted under the RSU Plan. The fair value attributable to each Unit on the grant date is the closing price of each Common Share on date of grant as quoted on the TSX. RSUs generally vest based on time and a holder of RSUs will generally not be entitled to receive Common Shares and/or a cash payment until the holder has held the corresponding RSUs for a specified period of time. PSUs on the other hand generally vest based on both time and achievement of certain performance metrics over a performance period as determined by the Board. The achievement against such metrics will affect the aggregate number of Units that ultimately vest for the holder and would be a fraction of the original number of Units granted for any underachievement, or a multiple of the original number of Units granted for an overachievement.

RSUs and PSUs generally have a maximum vesting period of three years and, unless stipulated otherwise under agreement with the holder or employee, will vest if there has been continuous employment by an employee until the vesting date. RSUs and PSUs are granted to eligible employees and officers based on individual performance, potential and market competitiveness.

Vested RSUs and PSUs entitled participants to receive upon settlement, at the discretion of the Company: (i) cash equal to the market value of the equivalent number of Common Shares, (ii) Common Shares delivered to the holder through the purchase of such Common Shares on the open market, (iii) Common Shares delivered to the holder through the issuance of Common Shares from treasury, or (iv) a combination of any of the foregoing. “Market value” on a particular date is defined in the RSU Plan as the arithmetic average of the closing price of the Common Shares traded on the TSX for the five trading days on which a board lot was traded immediately preceding such date.

There is an acceleration of vesting of RSUs and PSUs in the event of a change of control transaction involving the Company.

At the Company’s annual and special meeting of shareholders held on June 20, 2019, shareholders approved a resolution to amend the RSU Plan to reserve and set aside for issuance under the plan, an aggregate of 300,000 Common Shares to allow for the treasury issuance of Common Shares to settle vested RSUs and PSUs (the “RSU Plan Reserve”).

There is no maximum as to the number of Units issuable to a participant of the Plan within any one-year period nor a maximum issuable to a participant at any time. In 2025, the Board did not approve a grant for any RSU’s or PSU’s. Any compensation under the Long Term Incentive Plan was fulfilled with the issue of stock options. As of the Record Date, there were nil RSUs and PSUs issued and outstanding. 147,503 Common Shares remain in the RSU Plan Reserve.

Under the RSU Plan, the Board may, without shareholder approval:

(a) make non-material and/or minor amendments to the terms of the Plan that are of a “housekeeping nature”;
(b) make amendments to the terms of any RSU or PSU granted under the Plan, including with respect to the vesting terms and vesting period, performance metrics (if any) associated with such Units, and the effect of termination of a participant’s employment with the Company;
(c) accelerate vesting of any Units; or
(d) suspend the Plan in whole or in part and may at any time terminate the Plan.

Other amendments to the RSU Plan will be subject to receipt of shareholder approval, including in the case of: (i) any amendment to the RSU Plan’s amendment provision itself; (ii) any increase in the maximum number of Shares in the RSU Plan Reserve; or (iii) any matters or amendments that may require shareholder approval under applicable law or TSX rules.

The rights and benefits under the RSU Plan are neither assignable nor transferrable.

Benefits and Perquisites

The Company offers group life, health and dental insurance, disability insurance, vacation and other benefits to the NEOs and other executives. These benefits are competitive while containing costs. Additionally, the organization currently provides a limited number of perquisites in the form of car allowance and club memberships to certain NEOs.

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3. Summary Compensation Table

The following table sets out information concerning the compensation earned from the Company by the NEOs during the financial years ended December 31, 2025, 2024 and 2023.

Name and Principal Position	Year	Salary ($)	Share-Based Awards(1) ($)	Option-Based Awards(2) ($)	Non-Equity Incentive Plan Compensation		All Other Compensation(4) ($)	Total Compensation ($)
					Annual Incentive Plans(3) ($)	Long-Term Incentive Plans ($)
DANIEL VUCINIC(5)(8)	2025	310,000	-	-	-	-	-	310,000
President and Chief Executive Officer	2024	310,000	-	-	109,856	-	-	419,856
	2023	172,686	-	783,232	125,000	-	-	1,080,918
RAJNEESH SAPRA(6)(9)	2025	275,000	-	-	-	-	-	275,000
Chief Financial Officer	2024	206,250	-	575,657	52,625	-	-	834,532
MAY DAOU(7)(10)	2025	247,500	-	-	-	-	21,622	269,122
Chief Customer Officer	2024	233,750	-	164,473	17,010	-	45,923	461,156
OSMAN MOHAMEDNUR(11)	2025	250,000	-	-	-	-	-	250,000
Vice President, Engineering & Operations	2024	247,500	-	78,947	46,778	-	2,500	375,725
	2023	240,000	-	104,386	16,992	-	-	361,378
Former Named Executive Officer
FADI JOSEPH(12)	2025	194,756	-	-	-	-	121,367(12)	316,123
Vice President, Sales & Marketing	2024	220,000	-	105,263	32,484	-	131,139	488,886
	2023	25,949	-	36,133	-	-	-	62,082

Notes:

(1) The amounts represent the fair value on the grant date of RSUs and/or PSUs awarded pursuant to the RSU Plan. The fair value on the grant date of each PSU or RSU granted is based on the closing price of the Common Shares on the TSX on the grant date. The vesting of PSUs is dependent upon the achievement of established performance conditions set out by the Board of Directors.

(2) The fair value of options granted was estimated at the date of grant using the Black-Scholes option pricing model using assumptions based on expected life, risk free rate, expected dividend yield and expected volatility in accordance with International Financial Reporting Standards.

(3) The only non-equity annual incentive plan is described under the heading "Components of Executive Compensation - Annual Incentives". The 2024 Annual Incentives were paid as 50% in cash payments and 50% in issuance of new stock Options to the applicable executives in the first quarter of 2025. Accordingly, on March 31, 2025, the Company granted 120,000 Options to Mr. Vucinic, 50,000 Options to Mr. Sapra, 40,319 Options to Mr. Mohamednur and 38,707 Options to Ms. Daou. The Options were priced at $1.00 based on the closing share price of the Company's Common Shares on the TSX on March 31, 2025.

(4) None of the NEOs have been provided perquisites, including property or other benefits that are not generally available to all employees that in aggregate are worth $50,000 or more, or are worth 10% or more of a NEO's total salary for the financial year.

(5) Mr. Vucinic was appointed President and Chief Executive Officer effective June 12, 2023.

(6) Mr. Sapra was appointed Chief Financial Officer of the Company effective April 1, 2024.

(7) Ms. Daou was promoted from her role as Vice President, Revenue Management to Chief Customer Officer effective January 1, 2026. On January 12, 2026, the Company granted 150,000 Options to Ms. Daou priced at $0.80 based on the closing share price of the Company's Common Shares on the TSX on the grant date. Prior to April 1, 2024, Ms. Daou was not a Named Executive Officer.

(8) On March 10, 2026, stock options granted in fiscal 2023 to Mr. Vucinic (630,000 options at a strike price of $1.87) were voluntarily surrendered to the Company for cancellation for no consideration.

(9) On March 10, 2026, stock options granted in fiscal 2024 to Mr. Sapra (350,000 options at a strike price of $2.11) were voluntarily surrendered to the Company for cancellation for no consideration.

(10) On March 10, 2026, stock options granted in fiscal 2024 and prior to Ms. Daou (100,000 options at a strike price of $2.11, 4,310 options at a strike price of $5.25) were voluntarily surrendered to the Company for cancellation for no consideration.

(11) On March 10, 2026, stock options granted in fiscal 2024 and prior to Mr. Mohamednur (48,000 options at a strike price of $2.11, 44,833 options at a strike price of $3.81, 10,000 options at a strike price of $5.44, 22,537 options at a strike price of $3.70 and 5,387 options at a strike price of $5.25) were voluntarily surrendered to the Company for cancellation for no consideration.

(12) Mr. Joseph ceased to be Vice President, Sales & Marketing, effective November 7, 2025. Mr. Joseph received a cash termination payment of $250,000, of which $50,000 was paid within the year ended December 31, 2025. The balance of $200,000 was paid in January, 2026.

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4. Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table provides information with respect to stock options, RSUs and PSUs outstanding and held by the NEOs as of December 31, 2025:

Name	Option-Based Awards				Share-Based Awards
	Number of Securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options^{(1)} ($)	Number of shares or units of shares that have not vested (#)^{(2)}	Market or payout value of share-based awards that have not vested ($)^{(3)}	Market or payout value of vested share-based awards not paid out or distributed ($)
DANIEL VUCINIC^{(2)}	120,000	1.00	03/30/2035	-	-	-	-
President and Chief Executive Officer	630,000	1.87	08/09/2033	-	-	-	-
RAJNEESH SAPRA^{(3)}	50,000	1.00	03/30/2035	-	-	-	-
Chief Financial Officer	350,000	2.11	06/25/2034	-	-	-	-
MAY DAOU^{(4)}	100,000	2.11	06/25/2034	-	-	-	-
Chief Customer Officer	4,310	5.25	08/12/2031	-	-	-	-
OSMAN MOHAMEDNUR^{(5)}	38,707	1.00	03/30/2035	-	-	-	-
Vice President, Engineering & Operations	48,000	2.11	06/25/2034	-	-	-	-
	44,833	3.81	01/31/2033	-	-	-	-
	10,000	5.44	03/28/2032	-	-	-	-
	22,537	3.70	07/06/2032	-	-	-	-
	5,387	5.25	08/13/2031	-	-	-	-
Former Officer
FADI JOSEPH^{(6)}	50,378	1.00	03/31/2033	-	-	-	-
Vice President, Sales & Marketing	64,000	2.11	06/25/2034	-	-	-	-
	32,000	1.60	12/19/2033	-	-	-	-

Notes:

(1) Options are “in-the-money” at year end if the market value of the underlying Common Shares as at that date exceed the exercise price of the option. The closing price on the TSX of the Common Shares as of December 31, 2025 was $0.65. No adjustment has been made for Options that have not yet vested and are therefore not yet exercisable.

(2) On March 10, 2026, stock options granted in fiscal 2023 to Mr. Vucinic (630,000 options at a strike price of $1.87) were voluntarily surrendered to the Company for cancellation for no consideration.

(3) On March 10, 2026, stock options granted in fiscal 2024 to Mr. Sapra (350,000 options at a strike price of $2.11) were voluntarily surrendered to the Company for cancellation for no consideration.

(4) Ms. Daou was promoted from her role as Vice President, Revenue Management to Chief Customer Officer effective January 1, 2026. On January 12, 2026, the Company granted 150,000 Options to Ms. Daou priced at $0.80 based on the closing share price of the Company’s Common Shares on the TSX on the grant date. On March 10, 2026, stock options granted in fiscal 2024 and prior to Ms. Daou (100,000 options at a strike price of $2.11, 4,310 options at a strike price of $5.25) were voluntarily surrendered to the Company for cancellation for no consideration.

(5) On March 10, 2026, stock options granted in fiscal 2024 and prior to Mr. Mohamednur (48,000 options at a strike price of $2.11, 44,833 options at a strike price of $3.81, 10,000 options at a strike price of $5.44, 22,537 options at a strike price of $3.70 and 5,387 options at a strike price of $5.25) were voluntarily surrendered to the Company for cancellation for no consideration.

(6) Mr. Joseph ceased to be Vice President, Sales & Marketing, effective November 7, 2025, and all outstanding options were cancelled on December 7, 2025.

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Incentive Plan Awards – Value Vested or Earned in 2025

The following table provides information on the option-based, share-based and non-equity based incentive plan amounts vested or earned for the year ended December 31, 2025.

| Name | Option-based awards – Value vested during the year^{(1)}
($) | Share-based awards – Value vested during the year
($) | Non-equity incentive plan compensation – value earned during the year^{(2)}
($) |
| --- | --- | --- | --- |
| DANIEL VUCINIC
President and Chief Executive Officer | - | - | - |
| RAJNEESH SAPRA
Chief Financial Officer | - | - | - |
| MAY DAOU
Chief Customer Officer | - | - | - |
| OSMAN MOHAMEDNUR
Vice President, Engineering and Operations | - | - | - |
| Former Officer | | | |
| FADI JOSEPH^{(6)}
Vice President, Sales & Marketing | - | - | - |

Notes:

(1) Following the grant date, stock options vest on the anniversary date of the grant in three equal amounts over a three-year period.
(2) The amount shown represents the annual incentive awards for 2025 as shown in the “Non-Equity Incentive Plan Compensation – Annual Incentive Plans” column of the Summary Compensation Table.
(3) Mr. Joseph ceased to be Vice President, Sales & Marketing, effective November 7, 2025.

See “Long Term Incentive Plans” for a description of the Company’s Share Option Plan and RSU Plan and significant terms of such plans. See “Annual Incentives” for a description of the terms and targets for annual incentives paid to NEOs.

5. Pension Plan Benefits

The Company does not provide any pension plan for any of its NEOs or directors, nor does it have a deferred compensation plan.

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IV. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information as of December 31, 2025 regarding the Directors' Share Compensation Program, the Common Shares issuable upon the exercise of options outstanding under the Company's Share Option Plan, the weighted average exercise price of such options and the number of Common Shares remaining available for issuance under the Share Option Plan. The table also provides information as of December 31, 2025 regarding the Common Shares issuable upon the vesting and settlement of RSUs and/or PSUs under the Company's RSU Plan and the number of Common Share remaining available for issuance to settle such Units.

Plan Category	Securities to be issued on 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 securityholders
• Share Option Plan^{(1)}	1,917,854	1.96	896,096
• RSU Plan^{(2)}	n/a	n/a	147,503^{(4)}
• Directors’ Share Compensation Program^{(3)}	n/a	n/a	30,353
Equity compensation plans not approved by securityholders	0	0	0

Notes:

(1) The Share Option Plan was most recently approved by shareholders of the Company on June 25, 2024.
(2) The RSU Plan was most recently approved by shareholders of the Company on June 20, 2019.
(3) The Directors' Share Compensation Program was most recently approved by shareholders of the Company on June 15, 2023.
(4) The RSU Plan provides the Company with the option of settling vested RSUs and/or PSUs with cash equal to the market value of the equivalent number of Common Shares or delivering Common Shares to the holder either through the purchase of such Common Shares on the open market, or through the issuance of Common Shares from treasury. Therefore, the number of securities remaining available for further issuance only reflects a limit to the Company of settling such RSUs and/or PSUs through the issuance of Common Shares from treasury.

Burn Rate

The following table discloses the annual burn rate for each of the Share Option Plan, RSU Plan and the Directors' Share Compensation Program during each of the three most recently completed fiscal years. The rates are calculated based on the weighted average of the Common Shares outstanding during the applicable year.

Plan	2025	2024	2023
Share Option Plan	1.98%	3.79%	5.11%
RSU Plan	0%	0%	0%
Directors’ Share Compensation Program	0.37%	0.65%	0.68%

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V. BOARD OF DIRECTORS' COMPENSATION

During the year ended December 31, 2025, the directors of the Company were compensated on the following basis, in accordance with the Company's directors' share compensation program (the "Directors' Share Compensation Program"), together with cash compensation where applicable. The Directors' Share Compensation Program is utilized as a component of the overall compensation paid to non-management directors, including the settlement of annual and, where applicable, committee and chair retainers in the form of Common Shares, as well as cash payments in certain circumstances. The Directors' Share Compensation Program is intended to (i) promote the achievement of the Company's long-term objectives by linking a portion of the compensation of non-management directors to the interests of the Company's shareholders, and (ii) attract and retain directors of outstanding competence.

The Directors' Share Compensation Program was reapproved by the shareholders at the annual and special meeting of shareholders on June 15, 2023, increasing the number of Common Shares reserved for issuance under the program by an additional 300,000. To date, an aggregate of 1,100,000 Common Shares have been approved by shareholders for issuance under the Directors' Share Compensation Program. As of the date of this Management Information Circular, 11,271 Common Shares remain issuable to non-management directors pursuant to the Directors' Share Compensation Program.

Under the Directors' Share Compensation Program, the Board may, without TSX and shareholder approval, amend the amount of compensation payable to directors under such Program. Other amendments to the Directors' Share Compensation Program will be subject to receipt of shareholder approval and the approval of the TSX, to the extent required. The rights and benefits under the Directors' Share Compensation Program are neither assignable nor transferrable.

Compensation Structure – Q1 2025

1. Annual Director Retainer

Each non-Executive Director was entitled to an annual Board retainer in Common Shares with a value of $25,000. The price used to determine the number of such Common Shares to be issued to the directors was the volume-weighted average trading price for the Common Shares for the 20 trading days immediately prior to the Company's annual meeting of shareholders in each year. These Common Shares were issued quarterly in four equal instalments.

2. Committee Members

Each director serving as a member of a Board committee and entitled to the annual Board retainer received in addition, annual committee member retainers in the amount of $5,000 per committee. Such retainers were payable in Common Shares and were determined, earned and issued in the same manner as the annual Board retainer.

3. Board and Committee Chairs

In addition, to the extent a Chairperson of the Board or a Board Committee was entitled to the annual director retainer, each such Chairperson also received the following annual retainer for their services:

Board:	$75,000 in Common Shares
Audit Committee:	$15,000 in Common Shares
Compensation Committee:	$7,500 in Common Shares
Governance Committee:	$7,500 in Common Shares
Executive Committee:	$7,500 in Common Shares

All such Common Shares were determined, earned and issued in the same manner as with the annual director retainer.

Accordingly, during the first quarter of 2025, all annual, committee and chair retainers were satisfied entirely in Common Shares pursuant to the Directors' Share Compensation Program.

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Revised Compensation Structure – Q2, 2025 to Q1, 2026

Following the Company’s 2025 annual general meeting, the Board undertook a review of director compensation having regard to the Company’s financial position, market conditions, and the need to preserve available capacity under the Directors’ Share Compensation Program. As a result of this review, the Board approved a revised and reduced director compensation framework applicable for the period commencing in the second quarter of 2025 and continuing through the first quarter of 2026. The revised framework reflects both a reduction in overall compensation levels and a simplification of the structure, as described below.

Annual Director Retainer

Each non-Executive Director was entitled to an annual Board retainer of $20,000, representing a reduction from the prior annual retainer of $25,000. The price used to determine the number of such Common Shares to be issued to the directors was the volume-weighted average trading price for the Common Shares for the 20 trading days immediately prior to the Company’s annual meeting of shareholders in each year. These Common Shares were issued quarterly in four equal instalments.

Committee Members

Under the revised framework, committee member retainers were eliminated. Directors no longer receive additional compensation for serving as members of Board committees.

Board and Committee Chairs

Board:	$7,500
Audit Committee:	$5,000
Compensation Committee:	$2,500
Governance Committee:	$2,500
Executive Committee:	$2,500

These revised amounts represent a significant reduction from the retainers payable previously.

Form of Payment

Due to limitations under the Directors’ Share Compensation Program, including the number of Common Shares remaining available for issuance, the Company was not able to satisfy the full amount of director retainers in Common Shares during this period. Accordingly, for the period commencing in the second quarter of 2025:

75% of applicable retainers were satisfied through the issuance of Common Shares; and
the remaining 25% was paid in cash.

All such Common Shares were determined, earned and issued under the revised framework continue to be determined based on the volume-weighted average trading price of the Common Shares for the 20 trading days prior to the applicable issuance date and were issued quarterly in equal instalments.

Other Fees and Expenses

Each director entitled to receive an annual director retainer is also paid a fee of $1,000 cash per three (3) cumulative hours of attendance (in person or by either tele- or videoconference) at Board and Committee meetings. Travel expenses (if any) were reimbursed based upon economy air travel, and local business hotel arrangements were paid against submitted receipts.

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6. Board and Committee Meeting Attendance

The following table summarizes the meetings of the Board and its Committees held for the year ended December 31, 2025, together with the attendance of individual directors of the Company at such Board meetings and Committee meetings in which such director is a committee member.

Director	Board of Directors (4 meetings)	Audit (4 meetings)	Corporate Governance (4 meetings)	Compensation (3 meetings)
KENNETH CAMPBELL^{(1)(3)}	4 of 4	-	-	4 of 4
MARTIN PINNES^{(2)(3)(5)}	4 of 4	4 of 4	-	4 of 4
PIETRO CORDOVA^{(4)(5)(7)}	4 of 4	4 of 4	4 of 4	-
TINA PIDGEON^{(5)(6)(7)}	4 of 4	4 of 4	4 of 4	-
JAMES A. WATSON^{(7)}	4 of 4	-	4 of 4	-
FREDERICK W. HRENCHUK^{(3)(8)}	2 of 4	-	-	2 of 4
DANIEL VUCINIC	4 of 4	-	-	-

Notes:

(1) Chairperson of the Board of Directors
(2) Chair of the Compensation Committee.
(3) Member of the Compensation Committee.
(4) Chair of the Audit Committee.
(5) Member of the Audit Committee.
(6) Chair of the Corporate Governance Committee.
(7) Member of the Corporate Governance Committee.
(8) Mr. Hrenchuk did not stand for re-election at the Company’s annual general meeting held on June 3, 2025 and ceased to be a director effective as of such meeting.

7. Non-Executive Directors' Compensation Table for 2025

		Share-based awards
Name	Fees earned ($)(1)	Annual Retainer ($)(2)(3)	Committee Member Retainer ($)(2)(3)	Chair/ Committee Chair Retainer ($)(2)(3)	Option-based awards ($)	Non-equity incentive plan compensation ($)	All other compensation ($)	Total ($)
KENNETH CAMPBELL	3,917	21,250	1,250	24,375	-	-	-	50,792
MARTIN PINNES	5,250	21,250	4,375	1,875	-	-	-	32,750
PIETRO CORDOVA	5,333	21,250	6,250	3,750	-	-	-	36,582
TINA PIDGEON	5,333	21,250	4,375	1,875	-	-	-	32,833
JAMES A. WATSON	4,000	21,250	1,250	-	-	-	-	26,500
FREDERICK W. HRENCHUK^{(4)}	2,083	6,250	1,250	-	-	-	-	9,583

Notes:

(1) Fees earned represent cash amounts paid for attendance at Board and committee meetings.
(2) For the first quarter of 2025, directors received annual committee and chair retainers entirely in the form of Common Shares pursuant to the Directors’ Share Compensation Program.
(3) For the period commencing in the second quarter of 2025, 75% of annual and, where applicable, chair retainers were satisfied in Common Shares and the remaining 25% was paid in cash, due to limitations under the Directors’ Share Compensation Program. The Common Shares were distributed equally in quarterly instalments.
(4) Mr. Hrenchuk did not stand for re-election at the Company’s annual general meeting held on June 3, 2025 and ceased to be a director effective as of such meeting.

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8. Outstanding share-based awards and option-based awards of the Directors

The following table provides information regarding the option-based awards for each non-employee director outstanding as at year ended December 31, 2025. The directors’ annual, committee, and chair retainer fees are paid in Common Shares and such share-based compensation is disclosed above in the Table “Directors’ Compensation Table for 2025”. No other share-based award plan has been adopted for the directors.

	Option-Based Awards				Share-Based Awards
Name	Number of Securities underlying unexercised options(1) (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options(2) ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
KENNETH CAMPBELL	-	-	-	-	-	-	-
MARTIN PINNES	-	-	-	-	-	-	-
PIETRO CORDOVA	-	-	-	-	-	-	-
TINA PIDGEON	-	-	-	-	-	-	-
JAMES A. WATSON	-	-	-	-	-	-	-
FREDERICK W. HRENCHUK(3)	-	-	-	-	-	-	-

Notes:

(1) Each option entitles the holder to purchase one Common Share at the specified exercise price.

(2) Option is “in-the-money” at year end if the market value of the underlying Common Share as at that date exceed the exercise price of the option. The closing price on the TSX of the Common Shares as of December 31, 2025 was $0.65.

(3) Mr. Hrenchuk did not stand for re-election at the Company’s annual general meeting held on June 3, 2025 and ceased to be a director effective as of such meeting.

9. Incentive Plan Awards – Value Vested or Earned in 2025

The following table provides information on the vesting and payouts of awards for each non-employee director under the Company’s incentive plans for the year ended December 31, 2025.

Name	Option-based awards – Value vested during the year ($)	Share-based awards – Value vested during the year(1) ($)	Non-equity incentive plan compensation – value earned during the year ($)
KENNETH CAMPBELL	-	-	-
MARTIN PINNES	-	-	-
PIETRO CORDOVA	-	-	-
TINA PIDGEON	-	-	-
JAMES A. WATSON	-	-	-
FREDERICK W. HRENCHUK(2)	-	-	-

Notes:

(1) The directors’ annual, committee, and chair retainer fees are paid in Common Shares and such share-based compensation is disclosed above in the Table “Directors’ Compensation Table for 2025”.

(2) Mr. Hrenchuk did not stand for re-election at the Company’s annual general meeting held on June 3, 2025 and ceased to be a director effective as of such meeting.

VI. COMMON SHARE PERFORMANCE GRAPH

Since June 26, 2007, the Common Shares have been listed and posted for trading on the TSX under the symbol "TGO". The following graph compares the cumulative total shareholder return for $100 invested in the Common Shares with the total cumulative total return for$ 100 invested in each of the S&P/TSX Composite Index and S&P/TSX Small Cap Index for the five-year period from December 31, 2020 to December 31, 2025. The Common Shares are not included in either of the S&P/TSX Composite Index or S&P/TSX Small Cap Index.

The Compensation Committee believes that the performance of the Company in general as compared to the comparative indices used is reflective in total NEO compensation over such period.

VII. TERMINATION AND CHANGE OF CONTROL BENEFITS

1. Employment Agreements

Each NEO has entered into an employment agreement with either TERAGO Networks Inc. or TERAGO Networks (U.S.) Inc. (collectively, "TNI"), each of which is a wholly owned subsidiary of the Company. These agreements are subject to review and change as determined and approved by the Board and the NEO, as applicable, from time to time.

If TNI terminates the employment of any NEO, other than for cause, such NEO shall be entitled to a severance payment from TNI in an amount equal to the aggregate of:

In the case of Mr. Vucinic, the base salary that would otherwise have been paid to such officer had his employment continued for a period of 12 months following the termination date, together with $100\%$ of Average Annual Bonus, plus one additional month of base salary for each year of service to maximum of six (6) additional months of base salary.
In the case of Mr. Sapra, the base salary that would otherwise have been paid to such officer had his employment continued for a period of 6 months following the termination date, together with $100\%$ of Average Annual Bonus deemed to be $\$75,000$ in the first year of employment, plus two additional months of base salary for each year of service to maximum of six (6) additional months of base salary.
In the case of Mr. Mohamednur, the base salary that would otherwise have been paid to such officer had his employment continued for a period of 12 months following the termination date, plus $100\%$ of Average Annual Bonus.

In the case of Ms. Daou, the base salary that would otherwise have been paid to such officer had her employment continued for a period of 12 months following the termination date.

"Average Annual Bonus" is defined in each NEO employment agreement as the average bonus payments received by the NEO for the three completed years (or such lesser completed fiscal years, as applicable) prior to his/her termination.

Each NEO has also entered into a non-solicitation and confidentiality agreement with TNI which provides for, among other things, non-solicitation and non-compete covenants in favour of TNI. These covenants will apply during the term of employment and for a specified period following the termination of their employment by TNI for any reason.

2. Stock Options

Under the terms of the Company's Share Option Plan, in the event of a proposed change of control transaction, the vesting of all outstanding options will accelerate immediately prior to the completion of any such transaction.

3. RSUs and PSUs

Under the terms of the RSU Plan, in the event of a proposed change of control transaction, the vesting of all outstanding RSUs or PSUs will accelerate immediately prior to the completion of any such transaction.

4. Potential Payments Upon Termination or Change of Control Accompanied with Termination

The following table shows potential payments to each NEO currently employed with the Company, as if the officer's employment had been terminated or a change in control accompanied with a termination had occurred as of December 31, 2025. If applicable, amounts in the table were calculated using $0.65, the closing price of the Common Shares on the TSX on December 31, 2025. The actual amounts that would be paid to any NEO can only be determined at the time of an actual termination of employment and would vary from those listed below. The estimated amounts listed below are in addition to any other benefits that are available to our salaried employees generally.

Name	Triggering Event	Severance ($)	Equity-Based Compensation ($)	Total ($)
DANIEL VUCINIC
President and Chief Executive Officer	• Without Cause Termination
• Change of Control	$453,000
$776,571	-
-	$453,000
$776,571
RAJNEESH SAPRA
Chief Financial Officer	• Without Cause Termination
• Change of Control	$200,875
$451,969	-
-	$200,875
$451,969
MAY DAOU
Chief Customer Officer	• Without Cause Termination
• Change of Control	$288,048
$432,073	-
-	$288,048
$432,073
OSMAN MOHAMEDNUR
Vice President Engineering and Operations	• Without Cause Termination
• Change of Control	$271,257
$431,898	-
-	$271,257
$431,898

A change of control transaction bonus plan was also established during the 2022 fiscal year. Subject to their employment with the Company at the time of a change of control transaction, certain members of the senior leadership team (Osman Mohamednur, being the remaining member of that plan) will share 10% of the change in equity value should a change of control transaction occur at a share price at or greater than $8.00 per common share. Equity value is calculated based on TERAGO's Inc.'s common share price multiplied by the number of outstanding shares. The change in equity value is calculated as the equity value per the change of control transaction less the Equity value based upon the $8.00 common share price. Any other change of control benefits would be offset against the carve-out amount.

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VIII. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

To the knowledge of the Company, as at the date of this Management Information Circular and during the Company’s financial year ended December 31, 2025, no director or executive officer, nor any proposed nominee for election as a director, nor any associate or affiliate of such individuals was indebted to (i) the Company or any of its subsidiaries, or (ii) any other entity which is, or at any time since January 1, 2025 has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

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

Other than as set forth in this Circular, no person who has been a director or executive officer of the Company at any time since the beginning of the year ended December 31, 2025, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of any one of them, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

X. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Management of the Company is not aware of any material interest, direct or indirect, of any “informed person” of the Company (as defined under Canadian securities legislation), any proposed director of the Company, or any associate or affiliate of any informed person or proposed director, in any transaction since January 1, 2025 or in any proposed transaction which has materially affected or would materially affect the Company.

XI. CORPORATE GOVERNANCE PRACTICES

See Schedule A attached to this Management Information Circular.

XII. ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedarplus.ca, under the Company’s name. Additional financial information is contained in the Company’s 2025 Financial Statements and MD&A, which are available on SEDAR. Shareholders may request, and receive free of charge, copies of the 2025 Financial Statements, the MD&A, and the AIF by sending a request to:

TERAGO Inc.
55 Commerce Valley Drive West
Suite 800
Thornhill, ON L3T 7V9
Attn: Investor Relations
[email protected]

XIII. SHAREHOLDER PROPOSALS

Shareholder proposals for the Company’s next year’s annual shareholders meeting must be received by the Company by 5:00 p.m. (Toronto time) on February 28, 2027. They must be sent in writing to the attention of the Corporate Secretary of the Company by mail to: 55 Commerce Valley Drive West, Suite 800, Thornhill, ON L3T 7V9, Attn: Corporate Secretary.

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XIV. DIRECTORS' APPROVAL

The Board has approved the contents and the distribution of this Management Information Circular to its shareholders.

Dated May 12, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Shaunik Katyal”

Shaunik Katyal
General Counsel
TERAGO Inc.

SCHEDULE A - CORPORATE GOVERNANCE PRACTICES

The Company and its Board are committed to maintaining high standards of governance in a rapidly changing environment. The Company's system of corporate governance is subject to continuous review and improvement. The Board has proactively adopted governance policies and practices designed to align the interests of the Board and management with those of shareholders and to promote high standards of ethical behaviour within the Company.

On the recommendation of the Corporate Governance Committee, the Board has approved the following corporate governance disclosure.

1. Board of Directors

Director Independence

The Board is currently comprised of six (6) members: Daniel Vucinic, Kenneth Campbell, Martin Pinnes, Pietro Cordova, Tina Pidgeon and James A. Watson.

As of the date of this Management Information Circular, a majority of the Board are independent as five (5) of the directors are “independent” within the meaning of the National Instrument 58-101 – Disclosure of Corporate Governance Practices. The independent directors are Messrs. Campbell, Pinnes, Cordova, Watson and Ms. Pidgeon. The independent directors do not have a direct or indirect material relationship with the Company, nor do they have “control”, via a direct or indirect power to direct or cause the direction of the management and policies of the Company.

Mr. Vucinic is not considered independent by reason of serving as Chief Executive Officer of the Company.

Other Directorships

None of the Company’s directors currently serve on the board of any other reporting issuers (or the equivalent) in a Canadian or foreign jurisdiction.

Independent Chair

The Board has separate individuals serving as the Chair of the Board and the Chief Executive Officer, in accordance with the standing policies of the Company. Mr. Campbell was appointed Chair of the Board effective on March 8, 2021. The Board has adopted a position description for the Chair setting out his responsibilities and duties.

The Chair of the Board ensures that the Board operates independently of management and that directors have an independent leadership contact. The Chair manages the affairs of the Board, with a view to ensuring that the Board functions effectively and meets its obligations and responsibilities and leads the Board in the execution of its responsibilities to shareholders. At each regularly scheduled Board meeting, the Chair presides over a session of the directors at which members of management are not present to facilitate open and candid discussions on certain matters. It is also the practice of each Committee of the Board to meet without management present during the course of their meetings. Information to be conveyed and actions undertaken as a result of these sessions are communicated to relevant parties, as appropriate.

Board Size

At the Annual and Special Meeting of Shareholders on June 16, 2026, six directors will stand for election for a one-year term. The matter of Board size is considered formally on an annual basis by the Board and on an ongoing basis by its Corporate Governance Committee. The Board is of the view that the proposed membership of the Board has the necessary breadth and diversity of experience and is generally of a size to provide for effective decision-making and staffing of Board Committees.

2. Board Mandate

The Board, either directly or through its committees, is responsible for the supervision of management of the business and affairs of the Company with the objective of enhancing shareholder value. The Board Mandate, the text of which can be found in Schedule B of this Management Information Circular, sets out the responsibilities to be discharged by the Board, as well as the personal and professional attributes and the duties and responsibilities required of each director.

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3. Position Descriptions

The Board has approved written position descriptions for the Chair of the Board, the Committee Chairs and the Chief Executive Officer. These position descriptions are available on the Company’s website at www.terago.ca.

4. Orientation and Continuing Education

The Company has procedures in place to ensure that the Board has timely access to information it needs to carry out its duties. In particular, directors (i) receive a comprehensive package of information prior to each Board and Committee meeting, (ii) are involved in setting the agenda for Board and Committee meetings, (iii) attend an annual strategic planning session, and (iv) have full access to the Company’s senior management and employees. From time to time, the Board, through its Corporate Governance Committee, reviews continuing education to ensure that the directors maintain the skill and knowledge necessary to meet their obligations as directors.

The Corporate Governance Committee is responsible for the orientation and education of directors. The goal of the director orientation process is to ensure that new directors fully understand the nature and operation of the business of the Company, the role of the Board and its Committees, and the contribution that individual directors are expected to make. New directors are provided with materials containing details of the Company’s organizational structure, the structure of the Board and its Committees, relevant position descriptions, compliance requirements for directors, corporate policies and by-laws. One-on-one meetings are often arranged with the executive officers of the Company to enable the new directors to learn about the various functions and activities of the Company.

Directors are expected to attend all Board and Committee meetings. Directors are also expected to prepare thoroughly in advance of each meeting in order to actively participate in the deliberations and decisions. On an ongoing basis, as part of regular Board meetings, directors receive presentations on various aspects of the Company’s operations.

5. Ethical Business Conduct

The Board has adopted the TERAGO Inc. Code of Business Conduct and Ethics (the “Code”), which provides a framework for directors, officers and employees on the conduct and ethical decision-making integral to their work. The Board, through its Corporate Governance Committee, reviews the operation of, and monitors compliance with, the Code. On an annual basis, the Code will be reviewed by the Company’s Legal and Human Resources departments to ensure that it complies with applicable legal requirements and is in alignment with general best practices. In the event that amendments are needed, recommendations are made to the Corporate Governance Committee and the Board for approval. The Code has been filed with the Canadian securities regulatory authorities at www.sedar.com and is available on the Company’s website at www.terago.ca. A waiver of the Code will be granted only in exceptional circumstances and shall be granted by the Board only. To date, no such waivers have been granted.

The Board has also adopted the TERAGO Inc. Whistleblower Policy (the “Whistleblower Policy”) which allow officers and employees who believe that a violation of the Code or applicable laws has occurred to report this violation on a confidential and anonymous basis. The procedures allow concerns regarding accounting, internal accounting controls or auditing matters to be reported on a confidential and anonymous basis. Complaints can be made to the head of either the Legal Department or Human Resources Department, or the Chair of the Audit Committee.

Directors, officers and employees are asked to acknowledge, on an annual basis, that they have read and understand the Code and Whistleblower Policy (amongst other policies) and certify that they are in compliance with the principles set forth in the Code.

The Board believes that providing a forum for officers and employees to raise concerns about ethical conduct and treating all complaints with the appropriate level of seriousness foster a culture of ethical conduct within the Company.

Where the personal or business relationships or interests of directors may conflict with those of the Company, directors are required to disclose in writing the nature and extent of the conflict of interest. In the event of a conflict of interest, the director will leave the relevant portion of a meeting and the director will not vote or participate in the decision.

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6. Nomination of Directors

The Board derives its strength from the background, diversity, qualities, skills and experience of its members. Directors are elected by the shareholders at each annual meeting of shareholders to serve for a term expiring on the date of the next annual meeting.

The Corporate Governance Committee is responsible for identifying and recommending to the Board suitable director candidates. As part of the process, the Corporate Governance Committee considers the competencies and skills that the Board, as a whole, should possess, assesses the skill sets of current Board members and identifies any additional skill sets deemed to be beneficial when considering Board candidates in light of the opportunities and risks facing the Company. The Corporate Governance Committee may engage outside advisors to assist in identifying qualified candidates. Potential candidates are screened to ensure that they have the attributes of integrity and accountability; ability to engage in informed judgment; financial literacy; excellent communication skills; and the ability to work effectively as a team. These skills and attributes are necessary in order to execute their duties and responsibilities. The Corporate Governance Committee also considers the positions held with other organizations and the other business and personal commitments of prospective director candidates to determine whether they would be able to fulfill their duties as Board members.

Pursuant to a subscription agreement dated April 14, 2021, between the Company and Cymbria Corporation, acting at the direction of its portfolio manager, EdgePoint Investment Group Inc. (“Cymbria”), the Company granted certain nomination rights to Cymbria (the “Nomination Right”) whereby it will have the right to specify an individual to be nominated to the Board so long as Cymbria owns more than 10% of the outstanding Common Shares. Cymbria currently has ownership of, or control or direction over 9,468,619 Common Shares, representing approximately 24.26% of the outstanding Common Shares as of the Record Date. Cymbria has designated Mr. Pinnes as its “Board Designee” pursuant to such Nomination Right and the Company has nominated Mr. Pinnes to stand as a nominee for election at the upcoming Meeting.

More information regarding the composition of the Corporate Governance Committee, as well as a summary of its responsibilities, powers and operation, is set out below under the heading “Board Committees - Corporate Governance Committee”.

7. Tenure of Directors

It is proposed that each of the persons nominated and elected as a director at the Meeting will serve until the close of the next annual meeting of the Company or until his or her successor is elected or appointed. On February 24, 2015, the Board adopted a term limit of eight (8) years of service (the “Director Term Limit”) for directors of the Company (except the CEO). The Director Term Limit is effective on February 24, 2015, on a go forward basis and any service of a director to the Company prior to such date will not be counted towards the Director Term Limit. For clarity, a director that has reached the Director Term Limit may serve on the Board until the next annual general meeting of the shareholders. The Board believes that the Director Term Limit will balance the need and value of experience and continuity amongst board members and the imposition of new perspectives and expertise from new directors being appointed or elected at the end of a director’s term. The Mandate of the Corporate Governance Committee specifically sets out as a duty for the Corporate Governance Committee to consider the term served by existing directors when planning for the composition of the Board and to ensure that there is a range in the tenure of the directors.

The Board also conducts self-assessments (See “Assessments” below) to evaluate the effectiveness of the Board and each Board Committee. The Board relies on such assessments as one determination on whether the Board is in need of additional or new directors.

As of December 31, 2025, three out of the current six directors (or 50%) of the current Board, has served on the Board for five (5) years or less, three of whom (or 50%) of the current Board, has served on the Board for less than three (3) years.

8. Diversity

The Mandate of the Corporate Governance Committee encourages and values diversity in the composition of the Board and requires periodic review of the composition of the Board as a whole to recommend, if necessary, measures to be taken so that the Board reflects the appropriate balance of qualifications, experience, and skills required for the Board as a whole. The Mandate of the Corporate Governance Committee sets out as a duty for the Corporate

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Governance Committee to consider demographics, and also in particular the level representation of certain designated groups (as defined below) on the Board when making decisions with respect to the composition of the Board. In carrying out this duty, the Corporate Governance Committee may retain outside advisors or experts as it deems necessary, which may include the identification and nomination of candidates who are female, visible minorities, indigenous peoples or people with a disability, for the Board should the Corporate Governance Committee determine an exclusive search for such a candidate is necessary.

The Company does not have specific targets for Board or Senior Leadership Team representation of women, indigenous peoples, persons with disabilities, 2SLGBTQ+, or members of visible minorities (the "designated groups"). They are factors that are considered in the identification process, and ultimately it is the skills, experience, expertise, character and behavioral qualities that are most important in determining the value that an individual could bring to the Board or the management team.

The Company also ensures the most talented and strongest leaders are recruited, developed and retained to achieve its business objectives and recognizes the value of diversity, including knowledge, experience, skills, expertise, gender and background in making its decisions. In the Company's "Recruitment Policy" which establishes the process of recruitment and selection of employees and includes the hiring of managerial level positions and executive officers, the Company will consider the current level of representation of designated groups in managerial positions when seeking and hiring candidates. An example of how this consideration is carried out is in the direction and instructions that the Company may provide when using external agencies for screening candidates and hiring. In addition, the Company's "Accessibility Policy" seeks to eliminate employment barriers against persons with disability from the recruitment process to ultimate employment, and its "Respect in the Workplace Policy" ensures inclusiveness and prohibition against discrimination or harassment of individuals in the designated groups (amongst others).

The Company recently surveyed the Board and senior management to determine the number and proportion of individuals that self-identified as belonging to one or more of the designated groups. Participation in the survey was voluntary and, as such, the results represent only those individuals who elected to participate and may not be entirely representative of the designated groups at the Board or senior management level.

Currently, the Board is comprised of one female director (17%) and five male directors (83%). No directors have identified as either visible minorities (0%), indigenous persons (0%) or a person with disabilities (0%).

The Company's Senior Leadership Team, which is comprised of senior director level positions and higher, includes: 3 females, representing 50% of the Senior Leadership Team. 4 individuals in this group have identified as visible minority representing 67% of Senior Leadership Team, and none who have identified as indigenous persons (0%) or a person with disabilities (0%).

There is currently a deep pool of talent who are within the designated groups holding high potential and mid-level managerial positions at the Company whom the Company looks to support and to provide opportunities for growth.

9. Board Committees

To assist in exercising its responsibilities, the Board has established four standing Committees: the Audit Committee; the Corporate Governance Committee; the Compensation Committee and the Executive Committee.

The roles and responsibilities of each Committee are set out in formal written Mandates, copies of which are available on our website at www.terago.ca. These Mandates are reviewed annually to ensure they reflect best practices as well as applicable regulatory requirements.

Audit Committee

The current members of the Audit Committee are Pietro Cordova (Chair), Martin Pinnes and Tina Pidgeon. All of the members of the Audit Committee are "independent" within the meaning of the audit committee requirements adopted by the Canadian Securities Administrators (CSA).

The Audit Committee oversees the integrity of the Company's financial reporting, its internal control, disclosure control and internal audit function, and its compliance with legal and regulatory requirements. The Audit Committee also reviews and assesses the qualifications, independence and performance of the Company's auditors. In addition to being "independent", the Board has determined that each member of the Audit Committee is "financially literate", as such term is defined under CSA rules.

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At each quarterly meeting of the Audit Committee, members of the Audit Committee meet separately (without management present) with the Company’s auditors to review specific issues. The Audit Committee requires management to implement and maintain appropriate internal controls. Annually, the Committee reviews and approves the internal control policy and audit mandate. The Audit Committee meets quarterly with the auditors and management on matters of internal control. It also meets regularly with the auditors and management to assess the adequacy and effectiveness of the internal control systems. The Audit Committee also pre-approves all audit and non-audit work performed by the auditors.

Additional information relating to the Audit Committee is included in the Company’s Annual Information Form under the heading “Audit Committee” which is available on SEDAR at www.sedarplus.ca.

Corporate Governance Committee

The current members of the Corporate Governance Committee are Tina Pidgeon (Chair), James A. Watson and Pietro Cordova.

The Corporate Governance Committee identifies and recommends candidates for nomination to the Board, as described above, monitors the orientation program for new directors and maintains a process for assessing the performance of the Board, its committees and individual directors. The Corporate Governance Committee receives periodic reports on the Company’s corporate social responsibility efforts and programmes, monitors best practices for governance and annually reviews the Company’s governance practices and disclosures to ensure that it continues to exemplify high standards of corporate governance. The Corporate Governance Committee reviews all Board and Committee Mandates, standing corporate policies and position descriptions to ensure that they meet all applicable regulatory requirements and best practices.

Compensation Committee

The current members of the Compensation Committee are Martin Pinnes (Chair) and Kenneth Campbell. All of the members of the Compensation Committee are independent.

The Compensation Committee’s primary responsibilities include evaluating and making recommendations to the Board regarding compensation of executive officers and directors, equity incentive plans, and general policies and programs related to compensation and benefits.

The Compensation Committee annually reviews, and recommends for Board approval, directors’ and executive compensation to ensure it is competitive and consistent with the responsibilities and risks involved in being an effective director and/or officer.

The Compensation Committee reviews and approves goals and objectives that the Chief Executive Officer is responsible for meeting each year. The Compensation Committee also conducts an annual assessment of the Chief Executive Officer’s performance in relation to those objectives and reports the results of the assessment to the Board.

The Compensation Committee has the authority to retain consulting firms from time to time to assist in carrying out the Compensation Committee’s responsibilities, including determining the compensation of the Chief Executive Officer and other executives, which also facilitates objectivity for making compensation decisions.

The Compensation Committee reviews succession planning for the Chief Executive Officer and other senior management, including planning in the event of an emergency or retirement. The Company’s succession planning process involves identifying critical senior leadership roles; assessing the capabilities of our executive officers; developing succession plans for all executive officer roles; and developing a leadership “pipeline” comprised of the Company’s most talented individuals.

Executive Committee

Currently, there are no appointed members of the Executive Committee. When appointed, the Executive Committee is comprised of three independent members of the Board (none of whom are members of management).

The primary function of the Executive Committee is to assist the Board by acting in the Board’s place and stead, particularly with respect to the preliminary consideration and approval of matters of significance. While it is intended that all such matters first be brought before the full Board for consideration, it is recognized that the Executive Committee may be required to meet and exercise the powers of the Board when the full Board is not in session or cannot reasonably be called in session.

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In addition to any other duties and responsibilities assigned to it from time to time by the Board, the Executive Committee, when the Board is not in session, may exercise powers vested in and exercisable by the Board, subject to applicable law.

The Executive Committee refers back to the full Board for ratification, confirmation and approval of all such matters as the Executive Committee may deem appropriate. The Executive Committee may retain or appoint, at the Company's expense, outside advisors or experts as it deems necessary to carry out its duties.

10. Assessments

To serve the interests of shareholders and other stakeholders, the Company’s governance system is subject to ongoing review and assessment. One of the ways the Board and the Board Committees do this is through self-assessments conducted from time to time.

11. Strategic Planning

The Board approves the Company’s strategic plans. In addition to addressing key initiatives, these plans include details of the opportunities, risks, competitive position, financial projections and other key performance indicators for each of the principal business groups. An annual strategy session enables directors to gain a fuller appreciation of planning priorities and progress being made in relation to the strategic plans. It also provides an opportunity for directors to give constructive feedback to management. Throughout the year, directors receive strategic updates as part of regular Board meetings.

12. Disclosure Policy

The Board has approved a Disclosure, Confidentiality and Insider Trading Policy (the “Disclosure Policy”) covering the timely dissemination of all material information. The Disclosure Policy, which is reviewed annually, establishes consistent guidance for determining what information is material and how it should be disclosed to avoid selective disclosure and to ensure that material information is widely disseminated. The Company also has a Disclosure Committee comprised of members of senior management, including the Chief Executive Officer, the Chief Financial Officer and the General Counsel and Corporate Secretary of Legal. The Disclosure Committee is responsible for reviewing all continuous disclosure documents and ensuring their timely public release.

SCHEDULE B — BOARD MANDATE

The Board of Directors of TERAGO Inc. is committed to maintaining current and effective corporate governance. This Mandate of the Board of Directors (the “Board”) of TERAGO Inc. is made with reference to National Policy 58-201 – Corporate Governance Guidelines and National Instrument 58-101 – Disclosure of Corporate Governance Practices of the Canadian Securities Administrators. It will be reviewed periodically to ensure that it consistently follows updated best practices and that it will provide appropriate and effective guidance to the Board as to their duties and responsibilities. This Mandate was initially adopted and approved by the Board on August 13, 2007, and it was most recently ratified at a meeting of the Board on March 24, 2026.

STATEMENT OF POLICY
The Board is elected by and accountable to the Company’s shareholders and is responsible for overseeing and supervising, directly and through its various committees, the conduct of the business and affairs of the Company. Though elected by the shareholders, the Board is not mandated to represent any particular interest. Rather, all decisions must be made in the best interests of the Company. The Board has delegated the day-to-day management and operation of the Company’s business to management but is responsible for ensuring that management discharges this responsibility effectively.
STRUCTURE

Board

The members of the Board shall be elected annually by the shareholders of the Company or as otherwise provided by its Articles. The Corporate Governance Committee of the Board will, from time to time review the number of directors, the need for recruitment and the experience required for any new nominee to ensure that the Board facilitates effective and efficient oversight. Pursuant to its Articles, the Board shall consist of a minimum of one and a maximum of 10 directors and be in accordance with all applicable regulatory requirements. A majority of the Board shall be comprised of directors who are independent. A director is independent if he or she has no direct or indirect material relationship with the Company as determined in accordance with applicable laws and regulations.
Each member of the Board, including the Chair, who shall be appointed from among its members, will act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that reasonably prudent people would exercise in comparable circumstances.
Effective February 24, 2015, each member of the Board (except the CEO), including the Chair shall serve for no longer than eight (8) years as a director of the Company (the “Director Term Limit”). The Director Term Limit applies on a go forward basis and any service of a director to the Company prior to February 24, 2015, will not be counted towards the Director Term Limit. For clarity, a director that has reached the Director Term Limit may serve on the Board until the next annual general meeting of the shareholders.
The Board and the Board Chair will fulfill their mandates by carrying out the duties and responsibilities set forth below.

Committees

The Board has the authority and may establish committees and delegate duties and responsibilities to such committees and appoint members of such committees from among its directors. The Board will assess matters to be delegated and the constitution of each committee annually.
The Board has established three standing committees including a corporate governance committee, a compensation committee and an audit committee. Other committees may be established on an ad hoc basis from time to time to examine specific issues on behalf of the Board.
MEETINGS
The Board shall meet in accordance with a schedule established each year by the Board and at such other times as the Board may determine. Notice of each meeting shall be given to each director and shall state the nature of the business to be conducted at such meeting. An information package, appropriate in detail for the items to be discussed, shall be sent to each director in advance of the meeting. The Board will endeavour to

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hold at least one meeting per calendar year outside of the Toronto area.

A quorum for the transaction of business shall consist of the majority of the directors of the Board. Members may participate by means of telephonic, electronic or other communication facilities as to permit all persons participating in such meeting to communicate adequately with each other.
The Corporate Secretary of the Company shall act as secretary of Board meetings. Minutes of such meetings shall be recorded and prepared by the Corporate Secretary and subsequently presented to the Board for approval.
At the discretion of the Board, members of management and others may attend Board meetings. However, executive sessions of the Board, without members of management being present, may be held at every board meeting.
Independent directors shall have the opportunity to meet at appropriate times without management present at regularly scheduled meetings. Independent directors may propose agenda items for meetings of independent directors through communication with the Chair.

4. RESPONSIBILITIES AND ROLE OF THE BOARD

In addition to its statutory responsibilities, and matters delegated to Board committees as set out below, the Board’s duties and responsibilities include:

a) review and approve the Company’s long-term strategic objectives and adopt a planning process that recognizes the opportunities and risks of the business in developing the strategic plan and approve, at least annually, a strategic plan;
b) identify and assess the principal risks inherent in the business and ensure management takes all reasonable steps to appropriately manage such risks;
c) review and approve management’s business plans and budgets (both operating and capital) and monitor the implementation of such plans;
d) review and approve any significant strategic transactions (including acquisitions, divestitures, financings, investments and alliances) that are not considered to be in the ordinary course of business;
e) review the financial performance, financial reporting and disclosure of the Company as well as obtaining reasonable assurances that the internal controls and management information systems are adequate;
f) review the Company’s disclosure policy to ensure the Company’s performance is adequately and appropriately reported on a timely basis;
g) develop a position description for the CEO and select and appoint the CEO and senior management, review their performance and approve their compensation;
h) develop appropriate succession management policies for the CEO and senior management of the Company;
i) provide advice and counsel to CEO and senior management;
j) assess the effectiveness in fulfilling its own responsibilities, including those of its committees and individual directors;
k) provide for an orientation program for new directors and ensure periodic presentations from senior management on strategic issues relevant to the business and affairs of the Company;
l) maintain a culture of integrity including adopt and monitor compliance with the Code of Business Conduct and Ethics, setting the ethical tone for the Company and its management and employees;
m) ensure that an external communications policy is in place and that the Company has procedures for receiving and responding to feedback from stakeholders;
n) monitor compliance with applicable legal and regulatory requirements;

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o) approve, on an annual basis, the composition of Board Committees, the respective Chairs and the mandates of such Committees; and
p) receive, on an annual basis, a report from each Committee Chair regarding fulfillment of such Committee’s mandate duties.

5. RESPONSIBILITIES AND ROLES OF COMMITTEES OF THE BOARD

Unless otherwise determined by the Board, the respective responsibilities of the Board Committees will be as set out in their Mandates.

6. TERMS OF REFERENCE FOR THE CHAIR OF THE BOARD

On an annual basis, the Board will appoint a Chair from among its independent members to serve in a non-executive capacity.
The Chair is responsible for overseeing, managing and assisting the Board in fulfilling its duties in an effective manner, independent of management. Responsibilities include:
a) to chair Board meetings and annual and special meetings of shareholders;
b) to organize regularly scheduled board meetings and to participate in the preparation of the agenda of each meeting;
c) to monitor the work of the committees of the Board; and
d) to ensure that an appropriate information package is provided to each director in advance of each meeting.

7. TERMS OF REFERENCE FOR THE CHAIRS OF COMMITTEES

The chair is responsible for ensuring the committee functions in a manner that is independent of management, including managing meeting schedules, chairing meetings of the committee, acting as liaison between senior management and the committee and providing advice on appropriate matters. The committee chair shall set the agendas for meetings of the committee. The Chair shall report on the significant matters considered at a committee meeting at the next Board of Directors meeting.

8. RESOURCES

The Board and its committees shall have the authority to retain appropriate legal, accounting and other consultants and advisors to assist it in fulfilling its responsibilities, as they deem necessary. The Company shall provide appropriate funding, as determined by the Board, for the services of any such advisors. The Chair of the Board shall be kept informed of any advisors retained.

9. SHAREHOLDER FEEDBACK

The Board will develop measures for receiving feedback from shareholders with respect to individual queries, comments or suggestions. Shareholder comments, where appropriate, are brought to the attention of the Board and are included in its deliberations.

SCHEDULE C – TERAGO INC. DIRECTORS’ DEFERRED SHARE UNIT PLAN

Section 1 Interpretation

1.1 Purpose

The purposes of the Plan are:

(a) to promote a greater alignment of long-term interests between Eligible Directors of the Corporation and the shareholders of the Corporation; and

(b) to provide a compensation system for Eligible Directors that, together with the other Director compensation mechanisms of the Corporation, is reflective of the responsibility, commitment and risk accompanying Board membership and the performance of the duties required of the various committees of the Board.

1.2 Definitions

As used in the Plan, the following terms have the following meanings:

(a) “Account” means the account maintained by the Corporation in its books for each Eligible Director to record the DSUs credited to such Eligible Director under the Plan;

(b) “Affiliate” means an affiliate of the Corporation, as applicable, as the term “affiliate” is defined in paragraph 8 of the Canada Revenue Agency’s interpretation bulletin IT-337R4, “Retiring Allowances”;

(c) “Annual Cash Remuneration” means all amounts ordinarily payable in cash to an Eligible Director by the Corporation in respect of the services provided by the Eligible Director to the Corporation in connection with such Eligible Director’s service on the Board in a fiscal year, including without limitation (i) the Cash Retainer, (ii) the fee for serving as a member of a Board committee; and (iii) the fee for chairing a Board committee which amounts shall, unless otherwise determined by the Board or the Committee, be payable annually. For greater certainty, “Annual Cash Remuneration” shall exclude any meeting fees payable in respect of attendance at individual meetings and any amounts received by an Eligible Director as a reimbursement for expenses incurred in attending meetings;

(d) “Applicable Law” means any applicable provision of law, domestic or foreign, including, without limitation, applicable securities legislation, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder and Stock Exchange Rules;

(e) “Applicable Law” means any applicable provision of law, domestic or foreign, including, without limitation, applicable securities legislation, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder and Stock Exchange Rules;

(f) “Board” means the Board of Directors of the Corporation;

(g) “Broker” means, with respect to an Eligible Director, a broker independent from the Corporation under Stock Exchange Rules, who has been designated by the Eligible Director in accordance with rules established by the Committee and who is a member of the Toronto Stock Exchange or any such other stock exchange as may be determined by the Committee from time to time.

(h) “Code” means the United States Internal Revenue Code of 1986, as amended;

(i) “Committee” means the Corporate Governance Committee of the Board, or such other persons designated by the Board;

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(j) "Common Share" means a common share of the Corporation and includes any shares of the Corporation into which such shares may be converted, reclassified, subdivided, consolidated, exchanged or otherwise changed, whether pursuant to a reorganization, amalgamation, merger, arrangement or other form of reorganization;

(k) "Corporation" means TERAGO Inc. and includes any successor corporation thereof, and any reference in the Plan to action by the Corporation means action by or under the authority of the Board or the Committee;

(l) "Conversion Date" means the date used to determine the Fair Market Value of a Deferred Share Unit for purposes of determining the number of Deferred Share Units to be credited to an Eligible Director under Section 2.3, which date shall be determined by the Board or the Committee and shall not be earlier than the first day of the year in which the determination is made;

(m) "Deferred Share Unit" or "DSU" means a unit credited by the Corporation to an Eligible Director by way of a bookkeeping entry in the books of the Corporation, as determined by the Board, pursuant to the Plan, the value of which at any particular date shall be the Fair Market Value at that date;

(n) "Director" means a member of the Board;

(o) "DSU Notice and Award Agreement" means the notice evidencing an award of Deferred Share Units under Section 2.3.2 and the agreement in respect thereof, in the form of Schedule II hereto or such other form as may be prescribed by the Committee from time to time;

(p) "Effective Date" has the meaning ascribed thereto in Section 1.3;

(q) "Elected Percentage" has the meaning ascribed thereto in Schedule I;

(r) "Election Notice" means the written election under Section 2.2 to receive Deferred Share Units, in the form of Schedule I hereto, or such other form as may be prescribed by the Committee from time to time;

(s) "Eligible Director" means all Directors of the Corporation who are not employees of the Corporation or any Affiliate, and including any non-executive Chair of the Board;

(t) "Entitlement Date" has the meaning ascribed thereto in Section 3.1;

(u) "Fair Market Value" means, with respect to any particular date, the average closing price per Common Share on the Stock Exchange during the immediately preceding 10 Trading Days. In the event that the Common Shares are not listed and posted for trading on the Stock Exchange, the Fair Market Value shall be the fair market value of the Common Shares as determined by the Corporation in its sole discretion, acting reasonably and in good faith;

(v) "Insider" means an "insider" as defined in the policies of the Toronto Stock Exchange relating to Securities-Based Compensation Arrangement plans;

(w) "Plan" means this Directors' Deferred Share Unit Plan, as amended from time to time;

(x) "Securities-Based Compensation Arrangements" means a stock option, stock option plan, employee stock purchase or ownership plan or any other compensation or incentive mechanism of the Corporation involving the issuance or potential issuance, from treasury, of Shares or other securities of the Corporation to one or more participants, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;

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(y) “Stock Exchange” means The Toronto Stock Exchange, or if the Common Shares are not listed on The Toronto Stock Exchange, such other stock exchange on which the Common Shares are listed, or if the Common Shares are not listed on any stock exchange, then on the over-the-counter market.

(z) “Stock Exchange Rules” means the applicable rules of any stock exchange upon which shares of the Corporation are listed;

(aa) “Termination Date” means the date of an Eligible Director’s death, or retirement from, or loss of office or employment with the Corporation or a corporation related thereto, within the meaning of paragraph 6801(d) of the regulations under the Income Tax Act (Canada), including (i) the voluntary resignation or retirement of an Eligible Director from the Board; or (ii) the removal of an Eligible Director from the Board whether by shareholder resolution or failure to achieve re-election;

(bb) “Trading Day” means any date on which the Stock Exchange is open for the trading of Common Shares and on which Common Shares are actually traded; and

(a) “U.S. Taxpayer” means an Eligible Director who is a citizen or permanent resident of the United States for purposes of the Code or an Eligible Director for whom the compensation subject to deferral under this Plan would otherwise be subject to income tax under the Code.

1.3 Effective Date

The Plan shall be effective as of May 12, 2026 (the “Effective Date”).

1.4 Eligibility

If an Eligible Director should become an officer (other than non-executive Chairman) or employee of the Corporation while remaining as a Director, their eligibility for the Plan shall be suspended effective the date of the commencement of their employment and shall resume upon termination of such employment, provided they continue as a Director of the Corporation. During the period of such ineligibility, such individual shall not be entitled to receive or be credited with any Deferred Share Units under the Plan, other than dividend equivalent allocations under Section 2.5.

1.5 Construction

In this Plan, references to the singular shall include the plural and vice versa, as the context shall require. If any provision of the Plan or part thereof is determined to be void or unenforceable in whole or in part, such determination shall not affect the validity or enforcement of any other provision or part thereof. Headings wherever used herein are for reference purposes only and do not limit or extend the meaning of the provisions contained herein. References to “Section” or “Sections” mean a section or sections contained in the Plan, unless expressly stated otherwise. All amounts referred to in this Plan are stated in Canadian dollars unless otherwise indicated.

1.6 Administration

1.6.1 The Board may, in its discretion, delegate such of its powers, rights and duties under the Plan, in whole or in part, to any committee of the Board or any one or more directors, officers or employees of the Corporation as it may determine from time to time, on terms and conditions as it may determine, except the Board shall not, and shall not be permitted to, delegate any such powers, rights or duties to the extent such delegation is not consistent with Applicable Law. The Board may also appoint or engage a trustee, custodian or administrator to administer or implement the Plan or any aspect of it, except that the Board shall not, and shall not be permitted to, appoint or engage such a trustee, custodian or administrator to the extent such appointment or engagement is not consistent with Applicable Law.

1.6.2 The Committee shall, in its sole and absolute discretion: (i) interpret and administer the Plan; (ii) establish, amend and rescind any rules and regulations relating to the Plan; (iii) have the power to delegate, on

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such terms as the Committee deems appropriate, any or all of its powers hereunder to any officer of the Corporation, including without limitation the Chief Executive Officer or Secretary of the Corporation; and (iv) make any other determinations that the Committee deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or rectify any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems, in its sole and absolute discretion, necessary or desirable. Any decision of the Committee with respect to the administration and interpretation of the Plan shall be conclusive and binding on the Eligible Director and any other person claiming an entitlement or benefit through the Eligible Director. All expenses of administration of the Plan shall be borne by the Corporation as determined by the Committee.

1.7 Governing Law

The Plan shall be governed by and interpreted in accordance with the laws of the Province of Ontario and any actions, proceedings or claims in any way pertaining to the Plan shall be commenced in the courts of the Province of Ontario.

Section 2 Election Under the Plan

2.1 Payment of Annual Cash Remuneration

Subject to Section 2.2 and such rules, regulations, approvals and conditions as the Committee may impose, an Eligible Director may elect to receive their Annual Cash Remuneration in the form of Deferred Share Units, cash or any combination thereof.

2.2 Election Process

(a) A person who is an Eligible Director on the effective date of the Plan may elect a form or forms of payment of Annual Cash Remuneration payable for services provided after such effective date of the Plan by completing and delivering to the Secretary of the Corporation an initial Election Notice by no later than 30 days after the effective date of the Plan, which shall apply to the Eligible Director’s Annual Cash Remuneration payable for services provided after the effective date of such election, subject to the provisions of Section 2.2(c).

(b) An individual who becomes an Eligible Director during a year may elect the form or forms of payment of Annual Cash Remuneration earned after the date the election is made by completing and delivering to the Secretary of the Corporation an Election Notice within 30 days after the individual becomes an Eligible Director. An Election Notice shall not be effective to require that Annual Cash Remuneration earned in the year in which the individual becomes an Eligible Director be provided in the form of Deferred Share Units if (i) such Election Notice is not completed and delivered to the Secretary of the Corporation within 30 days after the individual becomes an Eligible Director; or (ii) the individual previously participated in this Plan or any other plan that is required to be aggregated with this Plan for purposes of Section 409A of the Code.

(c) Subject to Section 2.2(b), an Eligible Director who has previously made an election under this Section 2.2, or who has never made an election under the Plan may elect the form or forms of payment of Annual Cash Remuneration for a subsequent period by completing and delivering to the secretary of the Corporation a new Election Notice prior to January 1 of the calendar year that includes the first day of the relevant period.

(d) The Committee may prescribe election forms for use by Eligible Directors who are residents of a jurisdiction other than Canada that differ from the election forms it prescribes for use by Canadian resident Eligible Directors where the Committee determines it is necessary or desirable to do so to obtain comparable treatment for the Plan, the Eligible Directors or the Corporation under the laws or regulatory policies of such other jurisdiction as is provided under the laws and regulatory policies of Canada and its Provinces, provided that no election form prescribed for use by a non-resident of

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Canada shall contain terms that would cause the Plan to cease to meet the requirements of paragraph 6801(d) of the regulations under the Income Tax Act (Canada) and any successor to such provisions.

2.3 Deferred Share Units

2.3.1 Deferred Share Units elected by an Eligible Director pursuant to Section 2.2 shall be credited to the Eligible Director’s Account as of the applicable Conversion Date. The number of Deferred Share Units (including fractional Deferred Share Units) to be credited to an Eligible Director’s Account as of a particular Conversion Date pursuant to this Section 2.3.1 shall be determined by dividing the portion of that Eligible Director’s Annual Cash Remuneration for the applicable period to be satisfied by Deferred Share Units by the Fair Market Value on the particular Conversion Date.

2.3.2 In addition to Deferred Share Units granted pursuant to Section 2.3.1, the Board may award such number of Deferred Share Units to an Eligible Director as the Board deems advisable to provide the Eligible Director with appropriate equity-based compensation for the services they render to the Corporation. Subject to Applicable Law, the Board shall determine the date on which such Deferred Share Units may be granted and the date as of which such Deferred Share Units shall be credited to an Eligible Director’s Deferred Share Unit Account, together with any terms or conditions with respect to the vesting of such Deferred Share Units. The Corporation and an Eligible Director who receives an award of Deferred Share Units pursuant to this Section 2.3.2 shall enter into a DSU Notice and Award Agreement to evidence the award and the terms, including terms with respect to vesting, applicable thereto. In the case of an Eligible Director who is a U.S. Taxpayer, where the Eligible Director is provided an election of determining the form of the equity based compensation that may be granted by the Board in its discretion, such election shall be made prior to the date on which the Board provides the Eligible Director with a legally binding right to the award (i.e., the date of grant of the award).

2.3.3 Deferred Share Units credited to an Eligible Director’s Account under Section 2.3.1, together with any additional Deferred Share Units granted in respect thereof under Section 2.5, will be fully vested upon being credited to an Eligible Director’s Account and the Eligible Director’s entitlement to payment of such Deferred Share Units at their Termination Date shall not thereafter be subject to satisfaction of any requirements as to any minimum period of membership on the Board.

2.3.4 Deferred Share Units credited to an Eligible Director’s Account under Section 2.3.2, together with any additional Deferred Share Units granted in respect thereof under Section 2.5, will vest in accordance with such terms and conditions as may be determined by the Board and set out in the DSU Notice and Award Agreement, provided that, in the case of an Eligible Director who is a U.S. Taxpayer and who has made an election as to the form of the equity based compensation that may be granted by the Board in its discretion, in accordance with Section 2.3.2, the Board shall specify a vesting date that is no earlier than twelve months from the date such Deferred Share Units are granted, whereby the Eligible Director is required to continue to provide services during the twelve months following the date of grant.

2.4 Maximum Number of Shares and Limits

2.4.1 The aggregate number of Common Shares which may be issued by the Corporation from treasury under the Plan is limited to 600,000. All Common Shares subject to Deferred Share Units that terminate or are cancelled without being settled shall be available for any subsequent issuance of Deferred Share Units under the Plan. Notwithstanding any other provisions of the Plan, the Corporation shall not issue any Common Shares from treasury to redeem Deferred Share Units except in compliance with all applicable Stock Exchange Rules including satisfying the shareholder pre-approval requirements prior to any such redemption.

2.4.2 No Deferred Share Units shall be granted to any Eligible Director if the total number of Common Shares issuable to such Eligible Director under this Plan, together with any Common Shares reserved for issuance to such Eligible Director under any other Securities-Based Compensation Arrangement of the Corporation would exceed $5\%$ of the issued and outstanding Common Shares.

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2.4.3 The aggregate equity award value of any grants of Deferred Share Units under Section 2.4.1 that are eligible to be settled in Common Shares, in combination with the aggregate equity award value, of any grants under any other Securities-Based Compensation Arrangement, that may be made to an Eligible Director for a calendar year shall not exceed $150,000

2.4.4 Under this Plan and any other Securities-Based Compensation Arrangements of the Corporation:

(i) the number of Common Shares issuable, at any time, pursuant to Deferred Share Units granted to Insiders shall not exceed 10% of the issued and outstanding Common Shares; and
(ii) the number of Common Shares issued to Insiders, within any one year period, shall not exceed 10% of the issued and outstanding Common Shares.

2.5 Dividends

On any payment date for dividends paid on Common Shares, an Eligible Director shall be credited with dividend equivalents in respect of Deferred Share Units credited to the Eligible Director's Account as of the record date for payment of dividends. Such dividend equivalents shall be converted into additional Deferred Share Units (including fractional Deferred Share Units) based on the Fair Market Value as of the date on which the dividends on the Common Shares are paid.

2.6 Eligible Director's Account

An Eligible Director's Account shall record at all times the number of Deferred Share Units standing to the credit of the Eligible Director. Upon payment in satisfaction of Deferred Share Units credited to an Eligible Director in the manner described herein, such Deferred Share Units shall be cancelled. A written confirmation of the balance in each Eligible Director's Account shall be provided by the Corporation to the Eligible Director at least annually.

2.7 Adjustments and Reorganizations

Notwithstanding any other provision of the Plan, in the event of any change in the Common Shares by reason of any stock dividend, split, recapitalization, reclassification, amalgamation, arrangement, merger, consolidation, combination or exchange of Common Shares or distribution of rights to holders of Common Shares or any other form of corporate reorganization whatsoever, an equitable adjustment permitted under Applicable Law shall be made to any Deferred Share Units then outstanding. Such adjustment shall be made by the Committee, subject to Applicable Law, shall be conclusive and binding for all purposes of the Plan.

Section 3 Redemptions

3.1 Redemption of Deferred Share Units

Subject to Sections 3.4 and 3.5, the Corporation shall in its discretion choose a date as of which all of the Deferred Share Units credited to the Eligible Director's Account shall be redeemed (such date being the "Entitlement Date"). In the case of an Eligible Director who is not a U.S. Taxpayer, such Eligible Director's Entitlement Date shall be within 60 days of the Eligible Director's Termination Date, provided that in no case shall it be later than December 15 of the calendar year following the year in which the Eligible Director's Termination Date occurs. In the case of an Eligible Director who is a U.S. Taxpayer, such Eligible Director's Entitlement Date shall be the date that is six months after their Termination Date for all vested Deferred Share Units credited to such Eligible Director's Account at any time, including any additional Deferred Share Units granted in respect thereof under Section 2.5.

3.2 Settlement of Deferred Share Units

An Eligible Director, or the Beneficiary of an Eligible Director, as the case may be, who redeems

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Deferred Share Units hereunder shall be entitled to receive cash, Common Shares or a combination of cash and Common Shares, at the discretion of the Board, subject to applicable Stock Exchange Rules including shareholder pre-approval requirements. Where settlement of any Deferred Share Units is made through the issuance of Common Shares, the Eligible Director (or their Beneficiary) will, subject to Section 4.13, receive one Common Share for each whole Deferred Share Unit being settled in Common Shares. No fractional Common Shares will be issued and any fractional Deferred Share Units remaining following settlement hereunder shall be cancelled without payment. Where settlement of any Deferred Share Units is made in cash, the Eligible Director (or their Beneficiary) will, subject to Section 4.13, receive a lump sum cash payment equal to the Fair Market Value on the payment date multiplied by the number of whole and fractional Deferred Share Units being settled by way of such cash payment. Where settlement of Deferred Share Units is made through the purchase of Common Shares on the open market, the Eligible Director (or their Beneficiary) will receive such number of whole Common Shares as are purchased in accordance with Section 3.5.

3.3 Extended Entitlement Date

In the event that the Committee is unable, by an Eligible Director’s Entitlement Date, to compute the final value of the Deferred Share Units recorded in such Eligible Director’s Account by reason of the fact that any data required in order to compute the market value of a Share has not been made available to the Committee and such delay is not caused by the Eligible Director, then the Entitlement Date shall be the next following Trading Day on which such data is made available to the Committee.

3.4 Limitation on Extension of Entitlement Date

Notwithstanding any other provision of the Plan, all amounts payable to, or in respect of, an Eligible Director hereunder shall be paid on or before December 31 of the calendar year commencing immediately after the Eligible Director’s Termination Date.

3.5 Purchase of Common Shares on the Open Market

3.5.1

Where the Committee determines that all or a portion of an Eligible Director’s Deferred Share Units will be redeemed for Common Shares such Common Shares may be issued from treasury or may be purchased by the Broker on the Toronto Stock Exchange or any other stock exchange approved by the Committee.

3.5.2

Where Common Shares are to be purchased by a Broker hereunder, the Corporation shall notify the Broker as to the number of whole Common Shares to be purchased by the Broker on behalf of the Eligible Director (or the Beneficiary of an Eligible Director) on the basis of one Common Share for each Deferred Share Unit to be redeemed for Common Shares, subject to an adjustment in the number of Common Shares on account of applicable taxes and other source deductions in accordance with Section 4.13 and provided that the number of Common Shares to be purchased will be rounded down to the nearest whole number and no payment will be made in respect of any fractional Deferred Share Units or Common Shares. As soon as practicable thereafter, the Broker shall purchase on the applicable stock exchange the number of Common Shares specified in the notice from the Corporation and shall advise the Eligible Director, or the Eligible Director’s Beneficiary, as applicable, and the Corporation of:

i. the aggregate purchase price of the Common Shares;
ii. the purchase price per share or, if the Common Shares were purchased at different prices, the average purchase price (computed on a weighted average basis) per share);
iii. the amount of any related brokerage commission; and
iv. the settlement date for the purchase of the Common Shares.

3.5.3

On the settlement date in respect of the Common Shares purchased hereunder, upon payment of the aggregate purchase price and related brokerage commission by the Corporation on behalf of the Eligible Director, the

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Broker shall deliver to the Eligible Director, or to their designated representative, the certificate representing the Common Shares purchased on behalf of such Eligible Director or shall cause such Common Shares to be transferred electronically to an account designated by such Eligible Director.

3.5.4 Upon designation of a Broker or at any time thereafter, the Corporation may elect to provide the designated Broker with a letter agreement to be executed by the Broker, the Eligible Director and the Corporation, setting forth, inter alia:

i. the Broker’s agreement with being so designated, to acting for the Eligible Director’s account in accordance with customary usage of the trade with a view to obtaining the best share price for the Eligible Director in respect of the Common Shares to be purchased for the Eligible Director, and to delivering to the Eligible Director, or their representative, the share certificate for, or to transferring electronically to an account designated by the Eligible Director, the Common Shares purchased upon receipt from the Corporation of payment of the aggregate purchase price and related reasonable brokerage commission; and

ii. the Corporation’s agreement to notify the Broker of the number of Common Shares to be purchased and to pay the aggregate purchase price and the related reasonable brokerage commission,

provided, however, that none of the terms of such letter agreement shall have the effect of making the Broker or deeming the Broker to be an affiliate of, or not independent from, the Corporation for purposes of any applicable corporate, securities requirement or under Stock Exchange Rules.

Section 4 General

4.1 Unfunded Plan

Unless otherwise determined by the Committee, the Plan shall be unfunded. To the extent any individual holds any rights by virtue of an election under the Plan, such rights (unless otherwise determined by the Committee) shall be no greater than the rights of an unsecured general creditor of the Corporation.

4.2 Successors and Assigns

The Plan shall be binding on all successors and permitted assigns of the Corporation and an Eligible Director, including without limitation, the estate of such Eligible Director and the legal representative of such estate, or any receiver or trustee in bankruptcy or representative of the Corporation’s or the Eligible Director’s creditors.

4.3 Plan Amendment

4.3.1 The Board may without shareholder approval amend, suspend or cancel the Plan or Deferred Share Units granted hereunder as it deems necessary or appropriate, provided that:

(a) any approvals required under applicable law or the Stock Exchange Rules are obtained;

(b) shareholder approval will be sought where the proposed addition or amendment results in: (i) an increase in the maximum number of Common Shares issuable from treasury under the Plan; (ii) a change in the definition of Fair Market Value which would result in a decrease in the value of Deferred Share Units redeemed under the Plan; (iii) a change in the term of any Deferred Share Units; (iv) a change in the vesting provisions of the Plan; (v) any change to the categories of individuals eligible to be selected for grants of Deferred Share Units where such change may broaden or increase the participation of Eligible Directors under the Plan; (vi) any changes to the Insider participation limits set out in Section 2.4.4; (vii) any amendments that increase the Eligible

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Director participation limits set out in Section 2.4.3 or Section 2.4.4; or (viii) an amendment to the amending provisions of the Plan; and

(c) no such amendment shall, without the consent of the Eligible Director or unless required by law, adversely affect the rights of an Eligible Director with respect to any amount in respect of which an Eligible Director has then elected to receive Deferred Share Units or Deferred Share Units which the Eligible Director has then been granted under the Plan.

4.3.2 Notwithstanding Section 4.3.1, any amendment of the Plan shall be such that the Plan continuously meets the requirements of paragraph 6801(d) of the regulations under the Income Tax Act (Canada) or any successor to such provision. If any provision of the Plan contravenes any regulations or U.S. Treasury guidance promulgated under Section 409A of the Code or would cause the Deferred Share Units to be subject to the interest and penalties under Section 409A of the Code, such provision of the Plan shall, to the extent that it applies to U.S. Taxpayers, be modified in accordance with Section 4.3.1, to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

4.4 Plan Termination

The Board may terminate the Plan at any time but no such termination shall, without the consent of the Eligible Director or unless required by law, adversely affect the rights of an Eligible Director with respect to any amount in respect of which an Eligible Director has then elected to receive Deferred Share Units or Deferred Share Units which the Eligible Director has then been granted under the Plan. Notwithstanding the foregoing, any termination of the Plan shall be such that the Plan continuously meets the requirements of paragraph 6801(d) of the regulations under the Income Tax Act (Canada) or any successor to such provision and the requirements of Section 409A of the Code as may apply to Eligible Directors who are U.S. Taxpayers.

4.5 Applicable Trading Policies

The Committee and each Eligible Director will ensure that all actions taken and decisions made by the Committee or an Eligible Director, as the case may be, pursuant to the Plan, comply with applicable securities laws and regulations and policies of the Corporation relating to insider trading and "black out" periods.

4.6 Currency

All payments and benefits under the Plan shall be determined and paid in the lawful currency of Canada.

4.7 Designation of Beneficiary

Subject to the requirements of Applicable Law, an Eligible Director may designate in writing a person who is a dependent or relation of the Eligible Director as a beneficiary to receive any benefits that are payable under the Plan upon the death of such Eligible Director. The Eligible Director may, subject to Applicable Law, change such designation from time to time. Such designation or change shall be in the form of Schedule III. The initial designation of each Eligible Director shall be executed and filed with the Secretary of the Corporation within sixty (60) days following the Effective Date of the Plan. Changes to such designation may be filed from time to time thereafter.

4.8 Death of Eligible Director

In the event of an Eligible Director's death, any and all Deferred Share Units then credited to the Eligible Director's Account shall become payable to the Eligible Director's Beneficiary in accordance with Sections 3.2, 3.3 and 3.4 as soon as reasonably practicable after the Eligible Director's date of death and such date of death shall be deemed to be the sole Entitlement Date with respect to the Eligible Director.

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4.9 Rights of Eligible Directors

4.9.1 Except as specifically set out in the Plan, no Eligible Director, or any other person shall have any claim or right to any benefit in respect of Deferred Share Units granted or amounts payable pursuant to the Plan.

4.9.2 Rights of Eligible Directors respecting Deferred Share Units and other benefits under the Plan shall not be transferable or assignable other than by will or the laws of descent and distribution.

4.9.3 The Plan shall not be construed as granting an Eligible Director a right to be retained as a member of the Board or a claim or right to any future grants of Deferred Share Units, future amounts payable or other benefits under the Plan.

4.9.4 Under no circumstances shall Deferred Share Units be considered Common Shares nor shall they entitle any Eligible Director or other person to exercise voting rights or any other rights attaching to the ownership of Common Shares.

4.10 Compliance with Law

Any obligation of the Corporation pursuant to the terms of the Plan is subject to compliance with Applicable Law. The Eligible Directors shall comply with Applicable Law and furnish the Corporation with any and all information and undertakings as may be required to ensure compliance therewith.

4.11 Administration Costs

The Corporation will be responsible for all costs relating to the administration of the Plan.

4.12 Limited Liability

No member of the Committee, the Board or any officer or employee of the Corporation or any subsidiary, partnership or trust of the Corporation or other controlled entity (each a "TERAGO Entity") shall be liable for any action or determination made in good faith pursuant to the Plan, any Election Notice or DSU Notice and Award Agreement under the Plan. To the fullest extent permitted by law, the Corporation and each TERAGO Entity shall indemnify and save harmless each person made, or threatened to be made, a party to any action or proceeding in respect of the Plan by reason of the fact that such person is or was a member of the Committee or the Board or is or was an officer or employee of the Corporation or a TERAGO Entity.

4.13 Withholding

The Corporation may withhold from any amount payable to an Eligible Director, either under the Plan or otherwise, such amount as may be necessary to enable the Corporation to comply with the applicable requirements of any federal or provincial tax law or authority relating to the withholding of tax or any other required deductions with respect to Deferred Share Units. The Corporation may also satisfy any liability for any such withholding obligations, on such terms and conditions as the Corporation may determine in its discretion, by (a) selling on behalf of any Eligible Director, or causing any Eligible Director to sell, any Common Shares issued hereunder, or retaining any amount payable, which would otherwise be provided or paid to the Eligible Director hereunder or (b) requiring an Eligible Director, as a condition to the redemption of any Deferred Share Units, to make such arrangements as the Corporation may require so that the Corporation can satisfy such withholding obligations, including, without limitation, requiring the Eligible Director to remit to the Corporation in advance, or reimburse the Corporation for, any such withholding obligations.

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Schedule I

TERAGO Inc. Directors’ Deferred Share Unit Plan (the “Plan”)

ELECTION NOTICE

I. Election:

Subject to Part II of this Notice, for the fiscal year 20XX, I hereby elect to receive the following percentage (the “Elected Percentage”) of my Annual Cash Remuneration by way of Deferred Share Units (“DSUs”):

	Amount	Percentage in DSUs	Percentage in Cash
Annual Cash Remuneration	$	___%	___%

II. Acknowledgement

I confirm and acknowledge that:

I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.
I will not be able to cause the Corporation or any Affiliate thereof to redeem DSUs granted under the Plan until the date specified in the Plan following my Termination Date.
When DSUs credited to my Account pursuant to this election are redeemed in accordance with the terms of the Plan after my Termination Date, income tax and other withholdings as required will arise at that time. Upon redemption of the DSUs, the Corporation will make all appropriate withholdings as required by law at that time.
The value of DSUs are based on the value of the Common Shares of the Corporation and therefore are not guaranteed.
No funds will be set aside to guarantee the payment of DSUs. Future payment of DSUs will remain an unfunded and unsecured liability recorded on the books of the Corporation.
This election is irrevocable.
The foregoing is only a brief outline of certain key provisions of the Plan. In the event of any discrepancy between the terms of the Plan and the terms of this Election Notice, the terms of the Plan shall prevail. All capitalized expressions used herein shall have the same meaning as in the Plan unless otherwise defined above.

Date

(Name of Eligible Director)

(Signature of Eligible Director)

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Schedule II

TERAGO Inc. Directors' Deferred Share Unit Plan (the "Plan")

DSU NOTICE AND AWARD AGREEMENT

I. Agreement and Grant

This Agreement is entered into between TERAGO Inc. (the "Corporation") and the director named below (the "Eligible Director") pursuant to Section 2.3.2 of the Plan and confirms that effective •, 202__ (the "Effective Date") ______ [number] Deferred Share Units ("DSUs") have been granted by the Corporation to the Eligible Director on the terms set out in this Agreement and the Plan.

II. Vesting

[Alternative 1]

All DSUs referred to in Part I above, together with any additional DSUs credited to the Eligible Director’s Account pursuant to Section 2.5 of the Plan in respect of such DSUs, shall at all times following their grant be fully vested in the Eligible Director, and shall not be subject to forfeiture.

[Alternative 2]

The DSUs referred to in Part I above, together with any additional DSUs credited to the Eligible Director’s Account pursuant to Section • of the Plan in respect of such DSUs shall vest in accordance with the following Schedule:

Date:	⅓ of such DSUs shall vest
Date:	⅓ of such DSUs shall vest
Date:	⅓ of such DSUs shall vest

[Note: This is a sample vesting schedule only.]

[Alternative 3]

The DSUs referred to in Part I above, together with any additional DSUs credited to the Eligible Director’s Account pursuant to Section 2.5 of the Plan in respect of such DSUs, shall vest on • to the extent that the performance conditions set out in Appendix I to this Agreement are satisfied, provided the Eligible Director remains a member of the Board through the performance period specified in Appendix I. [Note: If DSUs are subject to performance vesting a description of the relevant performance conditions and performance period would need to be prepared as Appendix I of this Agreement.]

III. Acknowledgement

The Eligible Director confirms and acknowledges that:

They have received and reviewed a copy of the terms of the Plan and this Agreement and agrees to be bound by them.

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They will not be able to cause the Corporation or any Affiliate thereof to redeem DSUs referred to in Part I above or any additional DSUs credited to the Eligible Director’s Account pursuant to Section 2.5 of the Plan in respect of such DSUs until their Termination Date.
When DSUs referred to in Part I above and additional DSUs credited to the Eligible Director’s Account pursuant to this election are redeemed in accordance with the terms of the Plan after they are no longer either a director or employee of the Corporation or any Affiliate thereof, income tax and other withholdings as required will arise at that time. Upon redemption of the DSUs, the Corporation will make all appropriate withholdings as required by law at that time.
The value of DSUs are based on the value of the common shares of the Corporation and therefore are not guaranteed.
No funds will be set aside to guarantee the payment of DSUs. Future payment of DSUs will remain an unfunded liability recorded on the books of the Corporation.
In the event of any discrepancy between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall prevail. All capitalized expressions used herein shall have the same meaning as in the Plan unless otherwise specified herein.

IN WITNESS WHEREOF the Corporation and Eligible Director have executed this Agreement as of the Effective Date.

By: _______
(Signature of Eligible Director)

By: _______
(Name of Eligible Director)

TERAGO INC.

By: _______

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Schedule III

TERAGO Inc. Directors' Deferred Share Unit Plan (the "Plan")

BENEFICIARY DESIGNATION

To: TERAGO Inc.

I, ____, being an Eligible Director under the TERAGO Inc. Directors' Deferred Share Unit Plan (the "Plan") hereby designate the following person as my Beneficiary for purposes of the Plan:

Name of Beneficiary: ____

Address of Beneficiary: ____

This designation revokes any previous beneficiary designation made by me under the Plan. Under the terms of the Plan, I reserve the right to revoke this designation and to designate another person as my Beneficiary.

Date: ____

Name: ____ (please print)

Signature: ____

SCHEDULE D – TERAGO INC. SHARE OPTION PLAN

ARTICLE 1 - PURPOSE OF THE PLAN

1.01 Purpose

The purpose of the TERAGO Inc. Share Option Plan is to provide an incentive to the employees, officers and directors of the Corporation and its Related Entities to achieve the longer term objectives of the Corporation, to give suitable recognition of the ability and industry of such persons who contribute materially to the success of the Corporation and to attract and retain persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation.

ARTICLE 2 - INTERPRETATION

2.01 Definitions

In this Plan:

“Black Out Period” means any period during which a policy of the Corporation prevents an Insider from trading in the Common Shares.

“Board” means the board of directors of the Corporation.

“Change of Control” includes:

(i) the acquisition by any persons acting jointly or in concert (as determined by the Securities Act), whether directly or indirectly, of voting securities of the Corporation that, together with all other voting securities of the Corporation held by such persons, constitute in the aggregate more than 50.1% of all outstanding voting securities of the Corporation;

(ii) an amalgamation, arrangement or other form of business combination of the Corporation with another corporation that results in the holders of voting securities of that other corporation holding, in the aggregate, more than 50.1% of all outstanding voting securities of the corporation resulting from the business combination;

(iii) the sale, lease or exchange of all or substantially all of the property of the Corporation to another person, other than in the ordinary course of business of the Corporation or to a Related Entity; or

(iv) any other transaction that is deemed to be a “Change of Control” for the purposes of this Plan by the Board in its sole discretion.

“Committee” means the compensation committee of the Board.

“Common Shares” means, subject to the provisions of Section 4.08, the Common Shares in the capital of the Corporation.

“Control” by a person over a second person means the power to direct, directly or indirectly, the management and policies of the second person by virtue of:

(i) ownership of or direction over voting securities in the second person;

(ii) a written agreement or indenture;

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(iii) being or controlling the general partner of the second person; or
(iv) being a trustee of the second person.

"Corporation" means TERAGO Inc. and any successor corporation thereto.

"Eligible Person" means any employee, director or officer of the Corporation or any Related Entity.

"Exercise Price" means the price per share at which Common Shares may be subscribed for by an Optionholder pursuant to a particular Option Agreement.

"Expiry Date" means the date on which an Option expires pursuant to the Option Agreement relating to that Option provided that if such date occurs during a Black Out Period, the date determined pursuant to Section 4.04.

"Grant Date" means the date on which an Option is to be granted, which date may be on or, if determined by the Board at the time of grant, after the date that the Board resolves to grant the Option provided that if the Board resolves to grant the Option during a Black Out Period, the Option will be deemed to be granted on the first trading day immediately following the expiration of the Black Out Period.

"Insider" has the meaning given to that term in the Securities Act and also includes associates and affiliates of the insider, but does not include directors or senior officers of a subsidiary or affiliate of the Corporation unless such director or senior officer:

(i) in the ordinary course receives or has access to information as material facts or material changes concerning the Corporation before the material facts or material changes are generally disclosed;
(ii) is a director or senior officer of a "major subsidiary" of the Corporation (where "major subsidiary" has the meaning given to that term in National Instrument 55-104 – Insider Reporting Requirements and Exemptions); or
(iii) is an insider of the Corporation in a capacity other than as a director or senior officer of the subsidiary or affiliate.

For the purpose of this definition, the terms "affiliate", "associate" and "subsidiary" have the meanings given to them, respectively, in the Securities Act.

"Insider Participation Limit" means the number of Common Shares: i) issued to Insiders of the Corporation, within any one-year period, and ii) issuable to Insiders of the Corporation, at any time under this Plan, or when combined with all of the Corporation's other security based compensation arrangements (including its RSU Plan and Directors' Share Compensation Program), cannot exceed 10% of the Corporation's total issued and outstanding Common Shares, respectively.

"Market Price" of a Common Share has the meaning set out in Section 4.02.

"NI 45-106" means National Instrument 45-106 – Prospectus Exemptions.

"Notice of Exercise" means a notice, substantially in the form of the notice set out in this Plan in such other form as approved by the Board, from an Optionholder to the Corporation giving notice of the exercise or partial exercise of an Option previously granted to the Optionholder.

"Option" means an option to purchase Common Shares granted to an Eligible Person pursuant to the terms of the Plan.

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"Option Agreement" means an agreement, substantially in the form of the agreement set out in this Plan or in such other form as approved by the Board, between the Corporation and an Eligible Person setting out the terms of an Option granted to the Eligible Person.

"Optioned Shares" means the Common Shares that may be subscribed for by an Optionholder pursuant to an Option Agreement.

"Optionholder" means an Eligible Person to whom an Option has been granted.

"Permitted Assigns" has the meaning ascribed to that term in section 2.22 of NI 45-106.

"Plan" means the TERAGO Inc. Share Option Plan, as amended from time to time.

"Related Entity" means, for the Corporation, a person that Controls or is Controlled by the Corporation or that is Controlled by the same person that controls the Corporation.

"Securities Act" means the Securities Act (Ontario).

"Termination Date" means the actual date of termination of (i) the office of the Optionholder or (ii) the employment of the Optionholder, as applicable, and does not include any period during which the Optionholder is in receipt of or is eligible to receive any statutory, contractual or common law notice or compensation in lieu thereof or severance payments following the actual date of termination or resignation.

"TSX" means the Toronto Stock Exchange.

2.02 Extended Meanings

In this Plan, words importing the singular number only include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, corporations, limited and unlimited liability companies, general and unlimited partnerships, associations, trusts, incorporated organizations, joint ventures and governmental authorities.

2.03 Legislative References

In this Plan, a reference to any statute, regulation, national instrument or other legislation is to that legislation as now enacted or as the same may from time to time be amended, re-enacted or replaced.

2.04 Governing Law

This Plan and any Option Agreement will be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein.

ARTICLE 3 - GRANT OF OPTIONS

3.01 Authority of Board

(1) Subject to the limitations of the Plan and the Insider Participation Limit, the Board has the authority:

(a) to determine which Eligible Persons are to be granted Options and to grant Options to those Eligible Persons;

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(b) to determine the terms of such Options; and
(c) to prescribe the form of Option Agreement and Notice of Exercise with respect to a particular Option.

(2) Notwithstanding the provisions of Section 3.01(1), no Option will be granted under the Plan unless recommended by a majority of the Committee.

3.02 Eligibility

Options may be granted by the Board to any Eligible Person prior to his or her Termination Date.

3.03 Maximum Shares

(1) Subject to adjustment as provided in Section 4.08 and subject to the Insider Participation Limit, the maximum number of Common Shares that may be issued pursuant to Options granted under the Plan is 4,072,656 Common Shares.
(2) Any Common Shares subject to an Option that expires or terminates without having been fully exercised may be made the subject of a further Option.

ARTICLE 4 - TERMS OF OPTIONS

4.01 Option Agreement

As soon as practicable following the grant of an Option, the Corporation will deliver to the Optionholder an Option Agreement dated the Grant Date, containing the terms of the Option and executed by the Corporation, and upon delivery to the Corporation of the Option Agreement executed by the Optionholder such Optionholder will be a participant in the Plan and have the right to purchase the Optioned Shares on the terms set out in the Option Agreement and the Plan.

4.02 Exercise Price

(1) The Exercise Price of Common Shares subject to an Option will be determined by the Board at the time of grant and will not be less than the market price (the "Market Price") of the Common Shares at the Grant Date, calculated as the closing price per share of a board lot of the Common Shares on the principal stock exchange on which the Common Shares are trading on the Grant Date or, if the Common Shares did not trade on such day, the average, rounded up to the nearest cent, of the bid and ask prices per share for a board lot of the Common Shares at the close of trading on such day or, if the Common Shares are not listed on a stock exchange, the fair market value of a Common Share on the Grant Date as determined by the Board.
(2) Notwithstanding Section 4.02(1), if an Option is granted pursuant to this Plan at any time prior to the closing of the IPO, the Market Price of the Common Shares for purposes of Section 4.02(1) will be the price of the Common Shares to purchasers in the IPO.

4.03 Vesting

(1) An Option may be granted subject to vesting requirements. Any vesting requirements will be determined at the time the Option is granted and will be set out in the Option Agreement.

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(2) Notwithstanding Section 4.03(1), in the event of a proposed Change of Control, the vesting of all Options will accelerate immediately prior to the completion of any such transaction.

4.04 Black Out Periods

If the date on which an Option expires pursuant to an Option Agreement occurs during or within 10 days after the last day of a Black Out Period, the Expiry Date for the Option will be the last day of such 10-day period.

4.05 Early Expiry

(1) Unless otherwise determined by the Committee, an Option will expire before its Expiry Date in the following events and manner:

(a) if an Optionholder dies, only the portion of the Option that is exercisable at the date of death of the Optionholder may be exercised by the personal representatives of the Optionholder during the period ending six months after the death of the Optionholder, after which period all Options terminate;

(b) if the employment of an Optionholder is terminated without cause, including a constructive dismissal, only the portion of the Option that is exercisable at the Termination Date may be exercised by the Optionholder during the period ending 30 days after the Termination Date, after which period all Options expire; and

(c) an Option will expire 30 days from the date on which the Optionholder ceases to be an Eligible Person as a result of his or her voluntary resignation, or immediately upon being dismissed from his or her office or employment for cause including where an Eligible Person resigns his or her office or employment after being requested to do so by the Corporation as an alternative to being dismissed or terminated by the Corporation for cause,

subject in all cases to the earlier expiration of an Option on its applicable Expiry Date. For greater certainty, the retirement of an Optionholder pursuant to the provisions of a retirement plan of the Corporation or a Related Entity or an Optionholder’s cessation of employment due to permanent disability will not affect the terms of outstanding Options.

(2) Notwithstanding the provisions of Section 4.05(1), the Committee may, in its discretion, at any time prior to or following any event contemplated in Section 4.05(1), permit the exercise of any or all Options held by an Optionholder in the manner and on the terms authorized by the Committee, provided that the Committee will not, in any case, authorize the exercise of an Option after its applicable Expiry Date.

(3) On the expiry of an Option all rights of a participant thereunder, whether unexercisable or not yet exercisable, will automatically expire and be cancelled without any compensation being paid therefor.

4.06 Assignment

(1) An Optionholder may assign Options to a Permitted Assign of the Optionholder. For greater certainty, the terms of the Plan continue to apply to assigned Options except that the assigned Options are exercisable by the Permitted Assign.

(2) Except as provided in Section 4.05(1)(a), an Option may be exercised only by the Optionholder or a Permitted Assign of the Optionholder and is not assignable in law or in equity, and any purported assignment is void and of no force and effect whatsoever.

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4.07 Participation

(1) Participation in this Plan will be entirely voluntary and any decision not to participate will not affect an Eligible Person’s employment or other relationship with the Corporation or any Related Entity.

(2) Nothing in this Plan or in any Option Agreement will confer on any Optionholder any right to remain as an employee or officer of the Corporation or any Related Entity.

(3) An Optionholder will only have rights as a shareholder of the Corporation with respect to Common Shares that the Optionholder acquires through the exercise of an Option in accordance with its terms.

4.08 Adjustments to Common Shares

(1) Subject to the right of the Board to make such additional or other adjustments as it considers appropriate in the circumstances:

(a) upon a subdivision of the Common Shares into a greater number of Common Shares, a consolidation of the Common Shares into a lesser number of Common Shares or the issue of a stock dividend to holders of the Common Shares (other than dividends in the ordinary course), the number of Common Shares authorized to be issued under the Plan, the number of Common Shares receivable on the exercise of an Option and the Exercise Price thereof will be increased or reduced proportionately and the Corporation will deliver upon the exercise of an Option, in addition to or in lieu of the number of Optioned Shares in respect of which the right to purchase is being exercised and without the Optionholder making any additional payment, such greater or lesser number of Common Shares as results from the subdivision, consolidation or stock dividend;

(b) upon the distribution by the Corporation to holders of the Common Shares of shares of any class (whether of the Corporation or another corporation, but other than Common Shares), rights, options or warrants, evidences of indebtedness or cash (other than dividends in the ordinary course), other securities or other assets, either the Exercise Price of the Optioned Shares will be reduced proportionately or the Corporation will deliver upon exercise of an Option, in addition to the number of Optioned Shares in respect of which the right to purchase is being exercised and without the Optionholder making any additional payment, such other securities, evidence of indebtedness or assets as result from such distribution; and

(c) upon a capital reorganization, reclassification or change of the Common Shares, a consolidation, merger, amalgamation, arrangement or other form of corporate reorganization or combination of the Corporation with another corporation or a sale, lease or exchange of all or substantially all of the assets of the Corporation, the Corporation will deliver upon exercise of an Option, in lieu of the Optioned Shares in respect of which the right to purchase is being exercised, the kind and amount of shares or other securities or assets as result from such event.

The purpose of such adjustments is to ensure that any Optionholder exercising an Option after any such event will be in substantially the same position as such Optionholder would have been in if he or she had exercised the Option prior to such event.

(2) Subject to Section 4.03(2), and notwithstanding any other provision herein, in the event of a proposed Change of Control, the Board may, as deemed necessary or equitable by the Board in its sole discretion, determine the manner in which all unexercised Options granted under the Plan will be treated including, for example, requiring the acceleration of the time for the fulfillment of any conditions or restrictions on such exercise. All determinations of the Board under this Section will be binding for all purposes of the Plan. If the Board elects to

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accelerate the timing the exercise of rights under any or all outstanding Options immediately prior to the completion of any such transaction, it may also determine that all such outstanding Options will be purchased by the Corporation or a Related Entity for an amount per Option equal to the “Transaction Price” (as defined below), less the applicable Exercise Price (except that where the Exercise Price exceeds the Transaction Price, the amount per Option for such Options will be $0.01), as of the date such transaction is determined to have occurred or as of such other date prior to the transaction closing date as the Board may determine. For purposes of this paragraph, “Transaction Price” means the fair market value of a Common Share based on the consideration payable in the applicable transaction as determined by the Board.

(3) If, at any time when an Option granted under the Plan remains unexercised, an offer to purchase all of the Common Shares of the Corporation is made by a third party, the Corporation will use its best efforts to bring such offer to the attention of the Optionholder as soon as practicable.

(4) An adjustment will take effect at the time of the event giving rise to the adjustment, and the adjustments provided for in this Section are cumulative.

(5) The Corporation will not be required to issue fractional Common Shares or other securities under the Plan and any fractional interest in a Common Share or other security that would otherwise be delivered upon the exercise of an Option will be cancelled.

(6) Except as expressly provided in this Section 4.08 or as determined by the Board, neither the issue by the Corporation of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to, the number of Common Shares that may be acquired on the exercise of any outstanding Option or the Exercise Price of any outstanding Option.

ARTICLE 5 - EXERCISE OF OPTIONS

5.01 Manner of Exercise

An Optionholder (or the personal representatives of a deceased Optionholder) who wishes to exercise an Option may do so by delivering the following to the Corporation before the expiry of the Option:

(a) a completed Notice of Exercise and

(b) subject to the provisions of Section 5.04, a cheque (which need not be a certified cheque) or bank draft payable to the Corporation for the aggregate Exercise Price for the Optioned Shares being acquired.

If the Optionholder is deceased, the personal representatives of the Optionholder must also deliver to the Corporation evidence of their status. An Option may not be exercised for less than 100 Optioned Shares at any one time, except where a smaller number of Optioned Shares remains exercisable pursuant to an Option, in which case the Option may be exercised for such smaller number at one time.

5.02 Cashless Exercise

In lieu of paying the Exercise Price for the Optioned Shares to be issued pursuant to such exercise, the Optionholder may elect to acquire the number of Optioned Shares determined by subtracting the Exercise Price from the Market Price of the Common Shares as of the date of exercise, multiplying the difference by the number of Common Shares in respect of which the Option was otherwise being exercised and then dividing that product by the Market Price of the Common Shares as of the date of exercise. For the purpose of the foregoing calculation, if no

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trades are reported on any one of the five trading days immediately preceding the date of exercise, the Market Price will be determined by reference to the closing trading price on the last trading day preceding such five trading day period. Upon an Optionholder electing to exercise an Option in the foregoing manner, the Corporation will deliver to the Optionholder a certificate representing the appropriate number of fully paid and non-assessable Common Shares.

5.03 Delivery of Share Certificate

Not later than three business days after receipt of the Notice of Exercise and payment in full for the Optioned Shares being acquired as provided in Section 5.01, the Corporation will direct its transfer agent to issue a certificate in the name of the Optionholder (or, if deceased, the Optionholder’s estate) for the number of Optioned Shares purchased by the Optionholder (or the Optionholder’s estate), which will be issued as fully paid and non-assessable Common Shares.

5.04 Withholding

The Corporation will withhold taxes to the extent required by applicable law in respect of any amounts under this Plan.

ARTICLE 6 - ADMINISTRATION

6.01 Administration

(1) The Plan will be administered by the Board with the assistance of the Committee.

(2) The Board has the authority to interpret the Plan, to adapt, amend, rescind and waive rules and regulations to govern the administration of the Plan (all subject to limits and requirements under applicable regulatory authority or stock exchange rules) and to determine all questions arising out of the Plan (and the Committee will assist the Board with regards to the foregoing) and any Option granted pursuant to the Plan, which interpretations and determinations will be conclusive and binding on the Corporation and all other affected persons.

6.02 Amendment and Termination

(1) The Board may, at any time and from time to time, make non-material and/or minor amendments to the terms of the Plan that are of a “housekeeping nature”, suspend or terminate the Plan at any time, provided that no such amendment, suspension or termination may be made without obtaining any required approval of any regulatory authority or stock exchange or materially prejudice the rights of any Optionholder under any Option previously granted to the Optionholder without the consent or deemed consent of the Optionholder.

(2) Notwithstanding the provisions of Section 6.02(1), the Board may not, without the approval of the security holders of the Corporation, make amendments to the Plan for any of the following purposes:

(a) to increase the maximum number of Common Shares that may be issued pursuant to Options granted under the Plan as set out in Section 3.03, subject to adjustment pursuant to Section 4.08;

(b) to reduce the Exercise Price of Options for the benefit of an Insider;

(d) any amendment to remove or to exceed the Insider Participation Limit; and

(e) to amend the provisions of this Section 6.02(2).

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(3) In addition to the changes that may be made pursuant to Section 6.02(1), the Board may, at any time and from time to time, without the approval of the security holders of the Corporation, amend any term of any outstanding Option (including, without limitation, the Exercise Price, vesting and expiry of the Option), provided that:

(a) any required approval of any regulatory authority or stock exchange is obtained;

(b) if the amendments would reduce the Exercise Price or extend the Expiry Date of Options granted to Insiders other than as authorized pursuant to Section 4.08, approval of the holders of the outstanding Common Shares must be obtained;

(d) the consent or deemed consent of the Optionholder is obtained if the amendment would materially prejudice the rights of the Optionholder under the Option.

6.03 Compliance with Laws and Exchange Rules

The Plan, the grant and exercise of Options under the Plan and the Corporation’s obligation to issue Common Shares on exercise of Options will be subject to all applicable federal, provincial and foreign laws, rules and regulations and the rules of any regulatory authority or stock exchange on which the securities of the Corporation are listed. No Option will be granted, and no Common Shares will be issued under the Plan where such grant or issue would require registration of the Plan or of such Common Shares under the securities laws of any foreign jurisdiction and any purported grant of any Option or issue of Common Shares in violation of this provision will be void. Common Shares issued to Optionholders pursuant to the exercise of Options may be subject to limitations on sale or resale under applicable securities laws.

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FORM OF OPTION AGREEMENT

TERAGO INC.

SHARE OPTION PLAN

OPTION AGREEMENT

This Option Agreement is entered into between TERAGO Inc. (the “Corporation”) and the Optionholder named below pursuant to the TERAGO Inc. Share Option Plan (the “Plan”) and confirms that:

(a) on _________ (the “Grant Date”);

(b) _________ (the “Optionholder”);

(c) was granted an option to purchase _________
Common Shares (the “Optioned Shares”) of the Corporation, exercisable on an annual basis in three equal amounts over three years from the Grant Date or as otherwise may be determined by the Board;

(d) at a price (the “Exercise Price”) of $ ___ per Common Share; and

(e) for a term expiring at 5:00 p.m., Toronto time, on _________ (the “Expiry Date”);

all on the terms set out in the Plan. By signing this agreement, the Optionholder acknowledges that he or she has read and understands the Plan and accepts the Options in accordance with the terms of the Plan.

IN WITNESS WHEREOF the Corporation and the Optionholder have executed this Option Agreement as of •, 20•.

TERAGO INC.

By: _________

Name of Optionholder

Signature of Optionholder

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FORM OF NOTICE OF EXERCISE

TERAGO INC.

STOCK OPTION PLAN

NOTICE OF EXERCISE

TO: TERAGO Inc.
55 Commerce Valley Drive West, Suite 800
Thornhill, Ontario
L3T 7V9

Attention: Legal Department

Reference is made to the Option Agreement made as of ___ 20•, between TERAGO Inc. (the "Corporation") and the Optionholder named below. The Optionholder hereby exercises the Option to purchase Common Shares of the Corporation as follows:

Number of Optioned Shares for which Option being exercised: •

Exercise Price per Common Share: $•

Total Exercise Price (in the form of a cheque which need not be a certified cheque or bank draft tendered with this Notice of Exercise): $•

Name of Optionholder as it is to appear on share certificate: •

Address of Optionholder as it is to appear on the register of Common Shares of the Corporation (and to which a certificate representing the Common Shares being purchased is to be delivered):

Dated _______

Name of Optionholder

Signature of Optionholder

(This page intentionally left blank)

TERAGO

CONNECTIVITY POWERING CHANGE

AI assistant

TERAGO Inc. — Proxy Solicitation & Information Statement 2026

46043_rns_2026-05-19_ddb99055-90d7-42c3-8fff-584d375ee38a.pdf

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

MANAGEMENT INFORMATION CIRCULAR

I. VOTING INFORMATION

What am I voting on?

Who is entitled to vote?

How do I vote?

What if amendments are made to these matters or if other matters are brought before the Meeting?

How many Common Shares are entitled to vote?

How will these matters be decided at the Meeting?

Who counts the votes?

If I need to contact the transfer agent, how do I reach them?

II. BUSINESS OF THE MEETING

1. Financial Statements

2. Number of Directors

3. Election of the Board of Directors

Notes:

Kenneth Campbell

Martin Pinnes

Pietro Cordova

Tina Pidgeon

James A. Watson

4. Appointment of Auditor

5. Approval of Deferred Share Unit Plan for Non-Executive Directors

Purpose

Eligible Participants

Issuance of DSUs

Nature of DSUs and Dividend Equivalents

Redemption and Settlement of DSUs

U.S. Participants

Shares Available for Issuance and Limits

Tax Withholding

Assignment of DSUs

Administration

Amendments

Shareholder Approval

BE IT RESOLVED, AS AN ORDINARY RESOLUTION THAT:

III. STATEMENT OF EXECUTIVE COMPENSATION

1. Compensation Discussion and Analysis

Compensation Philosophy

Compensation Committee

Input from Management

Risk Assessment and Oversight

2. Components of Executive Compensation

Base Salary

Annual Incentives

Notes:

Long Term Incentive Plans

Share Option Plan

RSU Plan

Benefits and Perquisites

3. Summary Compensation Table

Notes:

4. Incentive Plan Awards

5. Pension Plan Benefits

IV. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Notes:

Burn Rate

V. BOARD OF DIRECTORS' COMPENSATION

Compensation Structure – Q1 2025

1. Annual Director Retainer

2. Committee Members

3. Board and Committee Chairs

6. Board and Committee Meeting Attendance

7. Non-Executive Directors' Compensation Table for 2025

8. Outstanding share-based awards and option-based awards of the Directors

9. Incentive Plan Awards – Value Vested or Earned in 2025

VI. COMMON SHARE PERFORMANCE GRAPH

VII. TERMINATION AND CHANGE OF CONTROL BENEFITS

1. Employment Agreements

2. Stock Options

3. RSUs and PSUs

4. Potential Payments Upon Termination or Change of Control Accompanied with Termination

VIII. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

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

X. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

XI. CORPORATE GOVERNANCE PRACTICES

TERAGO Inc. Proxy Solicitation & Information Statement 2026