THUNDERBIRD ENTERTAINMENT GROUP INC.

Form 51-102F6V STATEMENT OF EXECUTIVE COMPENSATION (for the year ended June 30, 2022)

The following information is presented in accordance with Form 51-102F6V – Statement of Executive Compensation – Venture Issuers (the "Form") and sets forth compensation for each of the NEOs (as defined herein) and directors of Thunderbird Entertainment Group Inc. (the "Company" or "Thunderbird") for the year ended June 30, 2022. This Statement of Executive Compensation is dated for reference December 23, 2022.

All amounts represented in this Statement of Executive Compensation are in Canadian dollars unless stated otherwise.

General

The following terms when used in this Statement of Executive Compensation will have the following meanings:

"CEO" means an individual who acted as chief executive officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

"CFO" means an individual who acted as chief financial officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

"compensation securities" includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries;

"NEO" or "Named Executive Officer" means each of the following individuals:

(a) a CEO;
(b) a CFO;
(c) the most highly compensated executive officer or the most highly compensated individual acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(5) of the Form, for that financial year; and
(d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the company, nor acting in a similar capacity, at the end of that financial year; and

"underlying securities" means any securities issuable on conversion, exchange or exercise of compensation securities.

Named Executive Officers

During the financial year ended June 30, 2022, the Company had three Named Executive Officers, being Jennifer Twiner McCarron, CEO, Director and former President, Barbara Harwood, CFO and Matt Berkowitz, President, effective December 9, 2021, and Chief Creative Officer ("CCO") of the Company.

Oversight and Description of Director and Named Executive Officer Compensation

The Company believes the process and philosophy for determining director and executive compensation appropriately reflects the stage of development of the Company. In particular, for the financial year ended June 30, 2022, the Company retained the services of Hugessen Consulting Inc. ("Hugessen") to assist the compensation and governance committee (the "Compensation and Governance Committee") in fulfilling its duties and also relies on discussion amongst directors within the Company's Compensation and Governance Committee and with the complete board of directors of the Company (the "Board of Directors"). These discussions include consideration of corporate goals and objectives relevant to compensation payable to the members of the Board of Directors and each of the NEOs, including the CEO, as well as a comparison against relevant peer group companies. The Compensation and Governance Committee also relies on the advice of an independent compensation consultant.

Through its executive compensation practices, the Company seeks to provide value to the holders (the "Shareholders") of common shares (the "Common Shares") of the Company through a strong executive leadership. Specifically, the Company's executive compensation structure seeks to attract and retain talented and experienced executives necessary to achieve the Company's strategic objectives, motivate and reward executives whose knowledge, skills and performance are critical to the Company's success, and align the interests of the Company's executives and Shareholders by motivating the Company's executives to increase Shareholder value.

Subsequent to the financial year ended June 30, 2022, the Compensation and Governance Committee approved a change to the compensation program with the adoption of corporate milestones and objectives as well performance-based criteria to guide the determination of compensation for the CEO, which milestones, objectives and criteria will apply for compensation for the financial year ended June 30, 2023.

Role of the Compensation and Governance Committee

The Compensation and Governance Committee is responsible for reviewing the total compensation (including direct salary and bonuses, as well as incentive payments and sharebased incentives) paid to each NEO on an annual basis. The Compensation and Governance Committee is responsible for reviewing and considering corporate goals and objectives relevant to compensation for all NEOs, including those which are specific to the CEO, evaluating the performance of each NEO in light of those goals and objectives, and determining (or making recommendations to the Board of Directors with respect to) the level of compensation for the NEOs based on this evaluation. In considering NEOs other than the CEO, the Compensation and Governance Committee takes into account the recommendations of the CEO.

The Compensation and Governance Committee is also responsible for reviewing and submitting to the Board of Directors for its approval, the compensation to be paid to members of the Board of Directors on an annual basis.

Role of the Compensation Consultant

For the financial year ended June 30, 2022, the Company retained the services of Hugessen to assist the Compensation and Governance Committee in fulfilling its duties. Hugessen advised on matters related to, among other things, executive compensation, director compensation, the overall compensation framework including benchmarking and the competitiveness and appropriateness of the Company's compensation practices, each as further discussed below.

Compensation Consultant Fees

For the financial year ended June 30, 2022, the Company retained the services of Hugessen to assist the Compensation and Governance Committee in fulfilling its duties relating to compensation for executive officers. Hugessen advised on matters related to, among other things, executive compensation, the overall compensation framework including benchmarking and the competitiveness and appropriateness of the Company's executive compensation practices. Total fees paid to Hugessen for these executive compensation services during the financial year ended June 30, 2022, were $23,616.48.

Subsequent to the year ended June 30, 2022, the Compensation and Governance Committee received guidance and recommendations from Hugessen related to the competitiveness and appropriateness of the Company's director compensation practices. As at the date of this Statement of Executive Compensation, total fees paid to Hugessen for these services relating to director compensation for the financial year ended June 30, 2023 were $11,130. Details related to benchmarking compensation practices for both directors and NEOs are set out below under the heading "Named Executive Officer Compensation – Benchmarking."

Board of Directors Compensation

Upon recommendation of the Compensation and Governance Committee, the Board of Directors approved a compensation policy for its independent members, effective February 1, 2020 and renewable annually unless amended or replaced. There were no amendments or replacements to this compensation during the financial year ended June 30, 2022. Accordingly, compensation for its independent members during the year ended June 30, 2022 was as follows:

Annual Fee (1)	CA$40,000
Annual Fee (1) – Audit Committee Chair (Wieshofer)	US$37,500
Annual Fee (1) – Interim Chair of the Board of Directors (Wieshofer)	US$136,250
Annual Fee (1) – Committee Chairs (other than Audit Committee)	CA$10,000
Per meeting fee:	CA$1,000

Note:

(1) All annual fees to be pro-rated for members of the Board of Directors or committee Chairs appointed mid-year.

In addition to cash compensation, independent members of the Board of Directors shall, from time to time, be entitled to receive incentive stock options (the "Options") of the Company or other forms of equity compensation as may be determined by the Board of Directors and as recommended by the Compensation and Governance Committee.

Named Executive Officer Compensation

In determining executive compensation, the Company relies on the experience and knowledge of the Board of Directors in terms of appropriate compensation for executive officers with similar abilities and experience. The Company's current executive compensation program consists of the following principal components: (a) base salary; (b) short term incentive compensation comprised of cash bonuses; and (c) long term incentive compensation comprised of (i) Options granted under the Company's stock option plan (the "Stock Option Plan") approved by Shareholders on December 6, 2021; and (ii) restricted share units ("RSUs") and performance share units ("PSUs") granted under the Company's equity incentive compensation plan (the "Equity Incentive Compensation Plan") approved by Shareholders on December 6, 2021. Together, these components support the Company's long-term development strategy and will be designed to address the following key objectives of its compensation program:

align executive compensation with the interests of the Shareholders;
attract and retain highly qualified management; and
focus performance by linking incentive compensation to the achievement of business objectives and financial and operational results.

Benchmarking

The Compensation and Governance Committee utilizes a peer group to make comparisons of its executives' and directors' compensation with that of similarly situated executives and directors with other companies in order to help ensure that the Company's compensation packages are competitive with the broader market and aligned with Shareholder interests. The peer group is generally comprised of competitors focused on film production, television programming, digital content creation and live entertainment, which the Compensation and Governance Committee considers to be similar to the Company in terms of revenue, market capitalization and business focus.

The peer group was composed of the following companies:

WildBrain Ltd.	Chicken Soup for the Soul Entertainment,Inc.	Cinedigm Corp.
Stingray Group Inc.	Boat Rocker Media Inc.	QYOU Media Inc.
Entravision Communications Corporation	Genius Brands International, Inc.	Glacier Media Inc.
Hemisphere Media Group, Inc.	STV Group plc	Dolphin Entertainment, Inc.
Postmedia Network Canada Corp.	TVA Group Inc.	CuriosityStream Inc.

Base Salary

Base salaries are a fixed component of compensation to ensure that the Company remains competitive and continues to attract and retain qualified and experienced executives. The annual base salaries of the NEOs are paid pursuant to respective employment agreements between each individual and the Company.

Performance‐based Bonuses

The Compensation and Governance Committee may provide recommendations on discretionary cash bonuses from time to time. Bonuses are a variable, or "at‐risk", component of compensation designed to pay for performance and support the Company's vision, mission and values. Discretionary performance‐based bonuses are considered by the Compensation and Governance Committee, from time to time, to reward those who have achieved exceptional performance and meet the objectives of the Company's compensation program by rewarding pay for performance. The Compensation and Governance Committee will take into consideration both individual and corporate performance measures, including financials, budgetary, projects and other initiatives. Such performance measures are based on a subjective assessment by the Compensation and Governance Committee in light of overall performance achieved during that year and are not based on objectively defined targets.

Option Based Awards and Long Term Incentives

The Stock Option Plan provides effective incentives to directors, officers and senior management personnel and consultants of the Company and enables the Company to attract and retain experienced and qualified individuals in those positions by permitting such individuals to directly participate in an increase in per share value created for the Shareholders. The Stock Option Plan is an important part of the Company's long-term incentive strategy for its executive officers. The Stock Option Plan is intended to reinforce commitment to long-term growth in profitability and Shareholder value. The size of Option grants to officers is dependent on each officer's level of responsibility, authority and importance to the Company and the degree to which such executive officer's long-term contribution to the Company will be key to its long-term success. Previous grants of Options are taken into account when considering new grants. The Company has no equity compensation plans other than the Stock Option Plan and the Equity Incentive Compensation Plan.

The Stock Option Plan is administered by the Board of Directors or the Compensation and Governance Committee. At the present time, Option grants are approved by either the Board of Directors or the Compensation and Governance Committee. It is the responsibility of the granting party to determine:

(a) persons entitled to receive the Option grant;
(b) the number of Options to be granted;
(c) the exercise price, which shall not be less than market price for the Common Shares at the date of grant;
(d) an expiry date of no more than ten (10) years after the date of the grant; and
(e) the manner, if any, in which the Option shall vest and become exercisable.

Under the Stock Option Plan, the number of Common Shares reserved for issuance pursuant to the exercise of Options is equal to 10% of the issued Common Shares from time to time, less any Common Shares issuable pursuant to other compensation arrangements (i.e. the Equity Incentive Compensation Plan).

The purpose of the Equity Incentive Compensation Plan is: (i) to promote accountability and provide significant alignment between eligible Participants (as defined below) and the growth

objectives of the Company; (ii) to associate a portion of Participants' compensation with the performance of the Company over the long term; and (iii) to attract, motivate and retain the critical directors and employees to further the success of the Company. The Equity Incentive Compensation Plan is intended to provide the Company with the additional overall flexibility of a variety of incentives in addition to the traditional incentive of Common Share price appreciation under the Stock Option Plan. For the purposes of this section, capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Equity Incentive Compensation Plan.

The material terms of the Stock Option Plan and Equity Incentive Compensation Plan, respectively, are further detailed below under the heading "Stock Option Plans and other Incentive Plans".

Director and Named Executive Officer Compensation (excluding compensation securities)

The following table sets out certain information respecting the compensation paid to and/or earned by each director and Named Executive Officer of the Company for the financial years ended June 30, 2022 and 2021:

		Salary,
		consulting
Name and		fee, retaineror		Committeeand meeting	Value of	Value of allother	Total
Position	Year	commission	Bonus	fees	perquisites	compensation	compensation
		($)	($)	($)	($)	($)	($)
Jennifer Twiner
McCarron	2022	666,094	700,000	Nil	Nil	Nil	1,366,094
CEO and			404,015			202,008	1,026,985
Director(1)	2021	420,962		Nil	Nil
Barb Harwood	2022	316,378	75,000	Nil	Nil	Nil	391,378
CFO (2)	2021	325,962	75,000	Nil	Nil	Nil	400,962
Matt Berkowitz	2022	721,335	157,293	Nil	94,283.84(4)	Nil	972,912.84
President and			426,684				1,034,966
CCO(3)	2021	608,282		Nil	Nil	Nil
Marni Wieshofer	2022	Nil	Nil	233,044	Nil	Nil	233,044
Interim Chair (5)	2021	Nil	Nil	185,256	Nil	Nil	185,256
Frank Giustra	2022	Nil	Nil	48,000	Nil	Nil	48,000
Director	2021	Nil	Nil	50,000	Nil	Nil	50,000
Azim Jamal	2022	Nil	Nil	51,000	Nil	Nil	51,000
Director	2021	Nil	Nil	47,000	Nil	Nil	47,000
Jerome Levy	2022	Nil	Nil	27,710	Nil	Nil	27,710
Director (6)	2021	Nil	Nil	Nil	Nil	Nil	Nil
Linda Michaelson	2022	Nil	Nil	49,000	Nil	Nil	49,000
Director (7)	2021	Nil	Nil	16,333	Nil	Nil	16,333
Brian Paes-Braga	2022	55,208	Nil	16,667	Nil	Nil	71,875
Former Director(8)	2021	206,796	Nil	25,000	Nil	Nil	231,796
Tim Gamble	2022	Nil	Nil	Nil	Nil	Nil	Nil
Former Director (9)	2021	45,000	Nil	Nil	Nil	Nil	45,000
Frank Holmes	2022	Nil	Nil	Nil	Nil	Nil	Nil
Former Director (7)	2021	Nil	Nil	39,667	Nil	Nil	39,667
Paul Sparkes	2022	Nil	Nil	28,833	Nil	Nil	28,833
Former Director (10)	2021	Nil	Nil	67,000	Nil	Nil	67,000

Notes:

(1) The table above reflects compensation paid to and/or earned by Ms. Twiner McCarron in her capacity as CEO for the financial year ended June 30, 2022. No additional compensation was paid or earned for her role as a director. The "value of all other compensation" reflects the bonus amount payable to Ms. Twiner McCarron in Common Shares for the respective financial year.

(2) The table above reflects compensation paid to and/or earned by Ms. Harwood in her capacity as CFO for the financial year ended June 30, 2022. The bonus amount of $75,000 in 2021 reflects the bonus earned by Ms. Harwood for 2021, which was paid to Ms. Harwood in 2022 subsequent to the date of the management information circular dated November 2, 2021 for the 2021 annual meeting of the Shareholders. The bonus amount of $75,000 in 2022 reflects the bonus earned by Ms. Harwood for 2022, and paid subsequent to the financial year ended June 30, 2022.

(3) The table above reflects compensation paid to and earned by Mr. Berkowitz in his capacity as President and CCO for the financial year ended June 30, 2022. Mr. Berkowitz was paid in United States dollars, which has been translated to Canadian dollars for the purposes of the above table using the quarterly average exchange rates applied to the quarterly compensation throughout the year.
(4) On December 16, 2021, Mr. Berkowitz received a non-interest bearing loan to cover taxes payable in respect of the exercise of certain Options. This amount was paid in United States dollars and has been translated to Canadian dollars at the rate of US$1 = CA$1.29126 for the purposes of the above table.
(5) Ms. Wieshofer is paid in United States dollars, which has been translated to Canadian dollars for the purposes of the above table at exchange rates in effect at the transaction dates. On December 6, 2021 Ms. Wieshofer was appointed interim Chair of the Board of Directors.
(6) Mr. Levy was appointed as a director on January 5, 2022.
(7) Ms. Michaelson was appointed as director and Mr. Holmes resigned as a director on March 2, 2021.
(8) Mr. Paes-Braga resigned as a director effective as of December 6, 2021. Mr. Paes-Braga received an annual consulting fee (from July 1, 2020 to March 18, 2021 in the amount of $210,000, which was reduced to $132,500 on March 19, 2021), paid to two private corporations controlled by Mr. Paes-Braga.
(9) Mr. Gamble resigned as a director effective as of February 23, 2021.
(10) Mr. Sparkes resigned as a director effective as of December 6, 2021.

Stock Options and Other Compensation Securities

Particulars of the compensation securities granted or issued to each director and Named Executive Officer by the Company during the year ended June 30, 2022 for services provided or to be provided, directly or indirectly, to the Company are set out below:

Compensation Securities
Name andPosition	Type ofcompensationsecurity (1)	Number ofcompensationsecurities,number ofunderlyingsecurities, andpercentage ofclass(2)	Date ofissue orgrant	Issue,conversion orexercise price	Closingprice ofsecurity orunderlyingsecurity ondate ofgrant	Closingprice ofsecurity orunderlyingsecurity atyear end (3)	Expiry date
				($)	($)	($)
Jerome LevyDirector	Options	40,0000.08%	January 12,2022	$4.27	$4.27	$3.65	January 12,2029

Notes:

(1) Each Option entitles the holder to acquire one Common Share of the Company upon exercise. The Options vest ¼ on the date of grant and ¼ on each of the first, second and third anniversaries.

(2) Percentage based on 49,399,237 Common Shares outstanding.

(3) Reflects the closing price of the Common Shares on the TSX Venture Exchange ("TSXV") on June 30, 2022, the last trading day in the financial year ended June 30, 2022.

The following table sets forth the Options held by each director and Named Executive Officer of the Company as at June 30, 2022:

	Number of Options	Exercise Price
Jennifer Twiner McCarron	30,000	$2.00
CEO and Director	25,000	$2.00
	1,000,000	$2.00
Barb Harwood	75,000	$2.00
CFO
Matt Berkowitz	330,000	$3.00
President and CCO	60,000	$2.00
Marni Wieshofer	250,000	$1.32
Interim Chair
Frank Giustra	40,000	$2.00
Director
Azim Jamal	40,000	$2.00
Director
Jerome Levy	40,000	$4.27
Director
Linda Michaelson	40,000	$3.95
Director

Note:

(1) Each Option entitles the holder to acquire one Common Share upon exercise. The Options vested ¼ on the date of grant and ¼ on each of the first, second and third anniversaries.

Exercise of Compensation Securities by Directors and NEOs

During the financial year ended June 30, 2022 the following directors or Named Executive Officers of the Company exercised compensation securities of the Company:

Exercise of Compensation Securities by Directors and NEOs
Name andPosition	Type ofcompensationsecurity	Number ofunderlyingsecuritiesexercised	Exerciseprice persecurity	Date ofexercise	Closingprice persecurity ondate ofexercise	Differencebetweenexercise priceand closingprice on date ofexercise	Total value onexercise date
			($)		($)	($)	($)
MattBerkowitzPresidentand CCO	Optionsexercised forCommon Shares	60,000	$2.00	October27, 2021	$4.94	$2.94	$176,400
FrankGiustraDirector	Optionsexercised forCommon Shares	50,000	$2.00	November26, 2021	$4.75	$2.75	$137,500
JenniferTwinerMcCarronCEO andDirector	Optionsexercised forCommon Shares	60,000	$2.00	November26, 2021	$4.75	$2.75	$165,000

Stock Option Plans and other Incentive Plans

Stock Option Plan

The Stock Option Plan was last approved by Shareholders on December 6, 2021, which had been adopted by the Board of Directors on November 1, 2018. The Stock Option Plan is a "rolling" stock option plan which sets the number of Options available for grant by the Company at an amount equal to up to a maximum of 10% of the Company's issued and outstanding Common Shares from time to time, less any Common Shares reserved for issuance under other share compensation arrangements. Under the TSXV corporate finance policies, the Stock Option Plan must be approved by the Shareholders on an annual basis. Therefore, Shareholders will be asked to approve the Stock Option Plan at the next annual general meeting of Shareholders.

Some of the key provisions of the Stock Option Plan (in its current form, unamended) are as follows:

(a) the Stock Option Plan reserves, for issuance pursuant to the exercise of Options, a maximum number of Common Shares of the Company equal to up to a maximum of 10% of the issued Common Shares of the Company at the time of any Option grant, net of the Common Shares previously reserved under other compensation arrangements (i.e. the Equity Incentive Compensation Plan);
(b) an optionee must either be an Eligible Charitable Organization or a Director (which term includes a senior officer), Employee or Consultant of the Company at the time the Option is granted in order to be eligible for the grant of an Option to the optionee;
(c) the aggregate number of Options granted to any one Person under the Stock Option Plan and any other compensation arrangements (and companies wholly owned by that Person) in a 12 month period must not exceed 5% of the issued Common Shares of the Company calculated on the date an Option is granted to the Person (unless the Company has obtained the requisite Disinterested Shareholder Approval);
(d) the aggregate number of Options granted to any one Consultant under the Stock Option Plan and any other compensation arrangements in a 12 month period must not exceed 2% of the issued Common Shares of the Company, calculated at the date an Option is granted to the Consultant;
(e) the aggregate number of Options granted to all Persons retained to provide Investor Relations Activities under the Stock Option Plan must not exceed 2% of the issued Common Shares of the Company in any 12 month period, calculated at the date an Option is granted to any such Person;
(f) the aggregate number of Charitable Stock Options granted to Eligible Charitable Organizations under the Stock Option Plan and any other compensation arrangements must not at any time exceed 1% of the issued Common Shares of the Company, calculated at the date the Charitable Stock Option is granted to the Eligible Charitable Organizations;
(g) Options issued to Persons retained to provide Investor Relations Activities must vest in stages over a period of not less than 12 months with no more than 1/4 of the Options vesting in any three month period;
(h) the minimum exercise price per Common Share of an Option must not be less than the Discounted Market Price of the Common Shares of the Company, subject to a minimum exercise price of $0.05;
(i) Options can be exercisable for a maximum of 10 years from the date of grant (subject to extension where the expiry date falls within a "blackout period" (see (o) below));
(j) Options (other than Options held by a person involved in investor relations activities) will cease to be exercisable 90 days after the optionee ceases to be a Director (which term includes a senior officer), Employee, Consultant, Eligible Charitable Organization or

Management Company Employee otherwise than by death, or for a "reasonable period" after the optionee ceases to serve in such capacity, as determined by the Board of Directors. Options granted to persons involved in Investor Relations Activities will cease to be exercisable 30 days after the optionee ceases to serve in such capacity otherwise than by death, or for a "reasonable period" after the optionee ceases to serve in such capacity, as determined by the Board of Directors. Notwithstanding the foregoing, Options granted will expire within a reasonable period (not to exceed 12 months) following the date on which the optionee ceases to be an eligible participant under the Stock Option Plan;

(k) all Options are non-assignable and non-transferable;
(l) Disinterested Shareholder Approval will be obtained for any reduction in the exercise price of an Option if the optionee is an Insider of the Company at the time of the proposed amendment;
(m)the Stock Option Plan contains provisions for adjustment in the number of Common Shares or other property issuable on exercise of an Option in the event of a share consolidation, split, reclassification or other capital reorganization, or a stock dividend, amalgamation, merger or other relevant corporate transaction, or any other relevant change in or event affecting the Common Shares;
(n) upon the occurrence of an Accelerated Vesting Event, the Board will have the power, at its sole discretion and without being required to obtain the approval of Shareholders or the holder of any Option, to make such changes to the terms of Options as it considers fair and appropriate in the circumstances, including but not limited to: (a) accelerating the vesting of stock options, conditionally or unconditionally; (b) terminating every stock option if under the transaction giving rise to the Accelerated Vesting Event, options in replacement of the Options are proposed to be granted to or exchanged with the holders of stock options, which replacement Options treat the holders of Options in a manner which the Board considers fair and appropriate in the circumstances having regard to the treatment of holders of Common Shares under such transaction; (c) otherwise modifying the terms of any stock option to assist the holder to tender into any take-over bid or other transaction constituting an Accelerated Vesting Event; or (d) following the successful completion of such Accelerated Vesting Event, terminating any Option to the extent it has not been exercised prior to successful completion of the Accelerated Vesting Event. The determination of the Board in respect of any such Accelerated Vesting Event shall for the purposes of the Stock Option Plan be final, conclusive and binding;
(o) in connection with the exercise of an Option, as a condition to such exercise the Company shall require the optionee to pay to the Company an amount as necessary so as to ensure that the Company is in compliance with the applicable provisions of any federal, provincial or local laws relating to the withholding of tax or other required deductions relating to the exercise of such Option; and

(p) an Option will be automatically extended past its expiry date if such expiry date falls within a blackout period during which the Company prohibits optionees from exercising their Options, subject to the following requirements: (a) the blackout period must (i) be formally imposed by the Company pursuant to its internal trading policies; and (ii) must expire upon the general disclosure of undisclosed Material Information; and (b) the automatic extension of an optionee's Option will not be permitted where the optionee or the Company is subject to a cease trade order (or similar order under Securities Laws) in respect of the Company's securities.

For the purposes of this section, capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Stock Option Plan.

In addition, on October 19, 2022, the Board of Directors approved certain amendments to the Stock Option Plan to (a) align the description of the limits on the maximum number of Common Shares which may be reserved for issuance under the Stock Option Plan with the descriptions as set out in the TSXV's corporate finance policies, (b) the provision related to the calculation of the minimum exercise price, and (c) make certain housekeeping changes to the Stock Option Plan, including codifying in the Stock Option Plan certain requirements for security based compensation arrangements set out in the TSXV's corporate finance policies and aligning the definitions of certain terms in the Stock Option Plan with the definitions provided for such terms in the TSXV's corporate finance policies (the "Option Plan Amendments"), which amendments are subject to receipt of all requisite approvals, including Shareholder approval and the acceptance of the TSXV. Shareholders will be asked to approve the Option Plan Amendments at the next annual general meeting of Shareholders.

The Company believes the Option Plan Amendments are necessary to ensure that the Stock Option Plan continues to remain compliant with all legal and regulatory requirements, including the requirements of the TSXV in light of the recent amendments made to the TSXV's corporate finance policies for security based compensation arrangements made on November 24, 2021. If the Option Plan Amendments do not receive the requisite Shareholder approval, they will be of no further force and effect and the Stock Option Plan shall remain in its current form, unamended.

The foregoing information is intended to be a brief description of the Option Plan Amendments and is qualified in its entirety by the full text of the Stock Option Plan, which is available upon request by any Shareholder at no charge, or may be reviewed at the Company's registered office during normal business hours until the date of the next annual general meeting of the Company.

Long Term Incentive Awards

The Equity Incentive Compensation Plan was last approved by Shareholders on December 6, 2021 and was implemented to provide for a wide range of incentive plans to attract, retain and encourage eligible employees, directors, officers and consultants of the Company due to the opportunity offered to them to acquire a proprietary interest in the Company and to secure for the Company and Shareholders the benefits inherent in the ownership of Common Shares by such persons. The Equity Incentive Compensation Plan operates in conjunction with the Company's existing Stock Option Plan The following is a summary description of the current Equity Incentive Compensation Plan. Under the TSXV corporate finance policies, the Equity Incentive Compensation Plan must be approved by the Shareholders on an annual basis. Therefore, Shareholders will be asked to approve the Equity Incentive Compensation Plan at the next annual general meeting of Shareholders.

Employees, directors, officers and consultants of the Company and any affiliates of the Company

are eligible to participate in the Equity Incentive Compensation Plan and participating individuals are referred to in this section as "Participants".

Administration

The Compensation and Governance Committee of the Board of Directors is responsible for administering the Equity Incentive Compensation Plan. The Compensation and Governance Committee has full and exclusive discretionary power to interpret the terms and the intent of the Equity Incentive Compensation Plan, determine eligibility for awards the terms of any award agreement or other agreement between the Company and a Participant (an "Award Agreement"), and to adopt such rules, regulations and guidelines for administering the Equity Incentive Compensation Plan as the Compensation and Governance Committee may deem necessary or proper.

Common Shares Issuable

The total number of Common Shares that may be issued under the Equity Incentive Compensation Plan, together with the number of Common Shares issuable under the Stock Option Plan, will not exceed the number that represents 10% of the issued and outstanding Common Shares.

There are further restrictions on the number of Common Shares issuable to particular individuals or groups of individuals as follows:

Within any 12-month period:

(a) the number of Common Shares issued or reserved for issuance to insiders pursuant to the Equity Incentive Compensation Plan and the Stock Option Plan must not exceed an aggregate of 10% of the total issued and outstanding Common Shares;
(b) the number of Common Shares issued or reserved for issuance to any one Participant pursuant to the Equity Incentive Compensation Plan and the Stock Option Plan must not exceed five percent of the total issued and outstanding Common Shares; and
(c) no more than two percent of the total issued and outstanding Common Shares may be granted to any one consultant pursuant to the Equity Incentive Compensation Plan and the Stock Option Plan, and the aggregate number of Common Shares reserved for issuance with respect to all consultants shall not exceed two percent of the total issued and outstanding Common Shares.

Types of Awards

The Equity Incentive Compensation Plan will permit the Compensation and Governance Committee to grant awards in the form of RSUs and PSUs to eligible Participants.

Restricted Share Units

RSUs are awards, denominated in units, that entitle the Participant to receive, in respect of each RSU, one Common Share or a cash payment equal to the value of one Common Share at the time of vesting. RSUs will generally become vested based on the Participant's period of employment or service with the Company or an affiliate, as set out in the applicable Award Agreement.

The Compensation and Governance Committee may determine that Participants holding RSUs be credited with consideration equivalent to any dividends declared and paid on outstanding Common Shares. Holders of RSUs do not have any voting rights in their capacity as a holder.

Performance Share Units

PSUs are awards, denominated in units, that entitle the Participant to receive, in respect of each PSU, such number of Common Shares or a cash payment equal to the value of such Common Shares, determined as a function of the extent to which corresponding performance criteria have been achieved by the Participant. Such performance criteria and the provisions for vesting of the PSUs will be set out in the applicable Award Agreement and the extent to which the performance criteria are met will determine the ultimate value of the PSUs that will be paid to the Participant.

The Compensation and Governance Committee may determine that Participants holding PSUs be credited with consideration equivalent to any dividends declared and paid on outstanding Common Shares. Holders of PSUs do not have any voting rights in their capacity as a holder.

Assignment, Termination or Cancellation of Awards

RSUs and PSUs are non-transferable and non-assignable except as provided in an Award Agreement and the terms of the Equity Incentive Compensation Plan as described below.

Death

If the Participant dies while an employee, director of, or consultant to, the Company or an affiliate, (i) any RSUs that have not vested as at the date of death will vest immediately and all vested RSUs as at the date of death shall be paid to the Participant's estate, and such Participant's eligibility to receive further grants of RSUs shall cease; and (ii) any PSUs that have not vested as of the date of death shall be adjusted in accordance with the relevant Award Agreement (a "Deemed Award") and such Deemed Awards shall vest immediately, all PSUs that have vested as of the time of death (including any Deemed Awards) shall be paid to the Participant's estate, and such Participant's eligibility to receive further grants of PSUs shall cease.

Disability

If a Participant suffers a disability while an employee, director of, or consultant to the Company or an affiliate and, as a result, his, her or their employment or engagement with the Company or an affiliate is terminated, (i) the number RSUs and/or PSUs held by the Participant that have not vested (the "Unvested Awards") shall be reduced to be equal to the product of (A) the number of Unvested Awards; and (B) the fraction obtained when dividing (x) the number of calendar days from the date of the award of the Unvested Awards to the last day the Participant was actively at work and (y) the number of calendar days from the date of the award of the Unvested Awards to the original vesting date; (ii) the number of Unvested Awards shall continue to vest in accordance with the terms of the Equity Incentive Compensation Plan and Award Agreement; and (iii) such Participant's eligibility to receive further grants of RSUs and/or PSUs shall cease.

Retirement

Upon retirement of a Participant from employment or term of office or engagement with the Company or affiliate (i) any RSUs and/or PSUs held by the Participant that have vested before the date of retirement shall be paid to the Participant; (ii) any RSUs and/or PSUs held by the Participant that have not vested as at the date of retirement shall continue to vest in accordance with the terms of the Equity Incentive Compensation Plan and Award Agreement until the earlier of: (a) the date determined by the Compensation and Governance Committee, in its sole discretion and (b) the date on which the PSUs and/or RSUs vest pursuant to the original Award Agreement; and (iii) such Participant's eligibility to receive further grants of RSUs and/or PSUs shall cease.

Termination other than as a Result of Death, Disability or Retirement

Unless determined otherwise by the Compensation and Governance Committee, where a Participant's employment or term of office or engagement terminates for any reason other than death, disability or retirement (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice), (i) any RSUs and/or PSUs held by the Participant that have vested before the date of termination shall be paid to the Participant in accordance with the terms of the Equity Incentive Compensation Plan and Award Agreement, and any RSUs and/or PSUs held by the Participant that are not yet vested at the date of termination will be immediately cancelled and forfeited; and (ii) such Participant's eligibility to receive further grants of RSUs and/or PSUs shall cease.

However, unless the Compensation and Governance Committee so determines in its sole discretion, RSUs and PSUs are not affected by a change of employment arrangement within or among the Company or its affiliates so long as the Participant continues to be an employee of the Company or an affiliate.

Corporate Reorganization

In the event of any merger, arrangement, amalgamation (that does not constitute a "Change of Control" as defined in the Equity Incentive Compensation Plan, see below), consolidation, reorganization, recapitalization, separation, stock dividend, extraordinary dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Company, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution to Shareholders of the Company, or any similar corporate event or transaction (a "Corporate Reorganization"), the Compensation and Governance Committee will make or provide for such adjustments or substitutions as are necessary in: (i) the number and kind of securities that may be issued under the Equity Incentive Compensation Plan, (ii) the number and kind of securities subject to outstanding awards, (iii) the price applicable to outstanding awards, (iv) the total share authorization, (v) the limit on issuing awards except as provided for in the Equity Incentive Compensation Plan, and (vi) any other value determinations applicable to outstanding awards or to the Equity Incentive Compensation Plan (including modifications of performance criteria and changes in the length of performance periods under any outstanding awards), as are equitably necessary to prevent dilution or enlargement of Participant's rights under the Equity Incentive Compensation Plan that otherwise would result from such Corporate Reorganization. Such adjustments shall be made automatically, on the customary arithmetical basis.

Change of Control of the Company

In the event of a "Change of Control" of the Company as defined in the Equity Incentive Compensation Plan, the Compensation and Governance Committee will have discretion to determine that all outstanding awards shall be cancelled and the value of such awards will be paid in cash.

However, no cancellation will occur with respect to an award if the Compensation and Governance Committee determines, in good faith, that the award will be honoured, assumed or substituted by a successor Company or affiliate, provided that such honoured, assumed or substituted award must: (a) be based on stock which is traded on the TSXV and/or an established securities market in Canada or the United States; (b) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such award; (c) recognize, for the purpose of vesting provisions, the time that the award has been held prior to the Change of Control; and (d) have substantially equivalent economic value to such award.

A Change of Control will not result in the vesting of RSUs or PSUs provided that: (i) such unvested RSUs and/or PSUs will continue to vest in accordance with the Equity Incentive Compensation Plan and applicable Award Agreement; (ii) any successor entity agrees to assume the obligations of the Company in respect of such Unvested Awards; and (iii) for PSUs, the level of achievement of performance goals for fiscal periods completed prior to the date of the Change of Control will be based on the actual performance achieved to the date of the Change of Control and the level of achievement of performance goals for fiscal periods completed following the date of the Change of Control will be based on the assumed achievement of 100% of the performance goals.

Where a Participant's employment or term of office or engagement is terminated by the employer for any reason, other than for cause, during the 24 months following a Change of Control, any (i) unvested RSUs and/or PSUs will be deemed to have vested as at the date of such termination and will become payable as at the date of termination, and (ii) for PSUs, the level of achievement of performance goals for any Unvested Award that are deemed to have vested pursuant to (i) above, shall be based on the actual performance achieved at the end of the fiscal period immediately prior to the date of termination.

Amendment

Except as set out below, and as otherwise provided by law or stock exchange rules, the Equity Incentive Compensation Plan may be amended, altered modified, suspended or terminated by the Compensation and Governance Committee at any time, without notice or approval from Shareholders, including but not limited to for the purposes of:

making any amendments not inconsistent with the Equity Incentive Compensation Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors, it may be expedient to make, including amendments that are desirable as a result of changes in law or as a housekeeping matter; or
making such changes or corrections which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

Amendments requiring the prior approval of the Shareholders are:

an increase the total number of Common Shares available under the Equity Incentive Compensation Plan;
an increase to the limit on the number of Common Shares issued or issuable to insiders; or
any amendment to the amendment provisions.

Other than expressly provided for in an Award Agreement or the Equity Incentive Compensation Plan, the Compensation and Governance Committee will not alter or impair any rights or increase any obligations with respect to an award previously granted under the Equity Incentive Compensation Plan without the consent of the Participant.

Notwithstanding the foregoing, any grants or issuances of security-based compensation will expire within a reasonable period (not to exceed 12 months) following the date on which a Participant ceases to be an eligible Participant.

In addition, on October 19, 2022, the Board of Directors approved certain amendments to the Equity Incentive Compensation Plan to (a) align the description of the limits on the maximum number of Common Shares which may be reserved for issuance under the Equity Incentive Compensation Plan with the descriptions of the same limits as set out in the TSXV's corporate finance policies, (b) impose minimum vesting requirements on RSUs and PSUs, (c) clarify the outside time limits for settlement of Awards, and (d) make certain housekeeping changes to the Equity Incentive Compensation Plan, including codifying in the Equity Incentive Compensation Plan certain requirements for security based compensation arrangements set out in the TSXV's corporate finance policies and aligning the definitions of certain terms in the Equity Incentive Compensation Plan with the definitions provided for such terms in the TSXV's corporate finance policies (the "Equity Incentive Compensation Plan Amendments"), subject to receipt of all requisite approvals, including Shareholder approval and the acceptance of the TSXV. Shareholders will be asked to approve the Equity Incentive Compensation Plan Amendments at the next annual general meeting of Shareholders.

The Company believes the Equity Incentive Compensation Plan Amendments are necessary for the Company to ensure that the Equity Incentive Compensation Plan continues to remain compliant with all legal and regulatory requirements, including the requirements of the TSXV in light of the recent amendments made to the TSXV's corporate finance policies for security based compensation arrangements made on November 24, 2021. If the Equity Incentive Compensation Plan Amendments do not receive the requisite Shareholder approval, they will be of no further force and effect and the Equity Incentive Compensation Plan shall remain in its current form, unamended.

The foregoing information is intended to be a brief description of the Equity Incentive Compensation Plan Amendments and is qualified in its entirety by the full text of the Equity Incentive Compensation Plan, which is available upon request by any Shareholder at no charge, or may be reviewed at the Company's registered office during normal business hours until the date of the next annual general meeting of the Company.

Employment, Consulting and Management Agreements

The following is a summary of the materials terms of the employment agreements between the Company and each of the directors or Named Executive Officers under which compensation was provided during or is payable in respect of the financial year ended June 30, 2022.

Jennifer Twiner McCarron, CEO

Thunderbird and Ms. Twiner McCarron are parties to an employment agreement (the "Twiner McCarron Agreement") dated July 1, 2021. The agreement provides for a signing bonus of $150,000, a base salary of $550,000 per year and the payment of an annual bonus based on the amount by which Thunderbird's earnings in the applicable fiscal year exceed a specified amount. For the financial year ending June 30, 2022 and any subsequent year end, any such bonus is payable as to 100% in cash.

Ms. Twiner McCarron is entitled to be granted Options as determined by the Board of Directors from time to time and in accordance with the Stock Option Plan. Ms. Twiner McCarron and her dependents are entitled to the same employee benefits generally provided by Thunderbird to its senior executives.

Thunderbird may terminate Ms. Twiner McCarron's employment at any time without prior notice, pay in lieu of notice or severance compensation if Thunderbird has just cause for such termination.

Ms. Twiner McCarron may terminate her employment by giving Thunderbird no less than three months' written notice of termination and under such circumstances Thunderbird is not required to pay Ms. Twiner McCarron any additional compensation beyond that accrued due and owing as of the effective date of termination.

Thunderbird may terminate Ms. Twiner McCarron's employment without just cause and upon such termination must pay an amount equal to (i) Ms. Twiner McCarron's then current base salary plus (ii) the amount of the bonus Ms. Twiner McCarron would have earned during the twelve months following the termination date (a "without cause termination bonus"). The without cause termination bonus will be the greater of (A) the bonus earned by Ms. Twiner McCarron during the calendar year prior to the termination date, and (B) the amount of the projected bonus Ms. Twiner McCarron would have earned over the twelve months following the termination date, had such termination not occurred. The estimated incremental payment to Ms. Twiner McCarron that are triggered by, or result from, a termination without cause is approximately $1,100,000.

If Ms. Twiner McCarron's employment is terminated within 12 months after a change of control (defined in the Twiner McCarron Agreement generally as including the sale of all substantially all of the assets of Thunderbird, the acquisition by any person of Common Shares exceeding 51% of the then issued and outstanding Common Shares, the amalgamation or merger of Thunderbird with another entity other than an amalgamation or merger where the existing Shareholders will hold more than 51% of the shares of the amalgamated entity, or a change in the majority of the directors of Thunderbird to persons not included in the slate for election as directors proposed by management), Ms. Twiner McCarron is entitled to an amount equal to (i) one and one-half times Ms. Twiner McCarron's then current base salary plus (ii) one and one-half times the bonus Ms. Twiner McCarron would have earned during the twelve months following the termination date (a "change of control termination bonus"). The change of control termination bonus is one and one-half times the greater of (A) the bonus earned by Ms. Twiner McCarron during the calendar year prior to the termination date, and (B) the amount of the projected bonus Ms. Twiner McCarron would have earned over the twelve months following the termination date, had such termination

not occurred. The estimated incremental payment to Ms. Twiner McCarron that is triggered by, or results from, a change of control is approximately $1,650,000.

Barb Harwood, CFO

Thunderbird and Ms. Harwood are parties to an employment agreement (the "Harwood Agreement") dated June 1, 2015. The agreement provides for a base salary of $300,000 per year and the payment of an annual bonus at the discretion of the Board of Directors. Eligibility to receive any bonus is based on factors including, but not limited to, Thunderbird's financial performance, Ms. Harwood's performance and the achievement of objectives set from time to time by the directors.

Ms. Harwood is entitled to be granted Options to acquire Common Shares as determined by the Board of Directors from time to time and in accordance with Thunderbird's existing Stock Option Plan. Ms. Harwood and her dependents are entitled to employee benefits generally provided by Thunderbird to full time salaried employees.

The provisions of the Harwood Agreement relating to termination for cause, or without cause, by Thunderbird, termination by Ms. Harwood upon notice to Thunderbird, and termination of Ms. Harwood's employment following a change of control of Thunderbird are equivalent to those described above regarding Ms. Twiner McCarron, except that (A) upon termination without cause, Thunderbird must pay an amount equal to (i) one and one-half times Ms. Harwood's then current base salary plus (ii) one and one-half times the bonus Ms. Harwood would have earned during the twelve months following the termination date; (B) if Ms. Harwood's employment is terminated within 12 months after a change of control, Ms. Harwood is entitled to an amount equal to (i) two times Ms. Harwood's then current base salary plus (ii) two times the bonus Ms. Harwood would have earned during the twelve months following the termination date; and (C) Ms. Harwood must provide three months' written notice to Thunderbird should she determine to terminate the employment agreement.

The estimated incremental payment to Ms. Harwood that are triggered by, or result from, without a termination without cause is approximately $562,500.

The estimated incremental payment to Ms. Harwood that are triggered by, or result from, change of control is approximately $750,000.

Matt Berkowitz, President and CCO

Atomic Cartoons (USA) Inc., a wholly owned subsidiary of the Company, and Mr. Matt Berkowitz are parties to an employment agreement (the "Berkowitz Agreement") dated September 17, 2017, as amended November 5, 2018 and April 27, 2020, pursuant to which Mr. Berkowitz provides his services as President and CCO of the Company. The Berkowitz Agreement, as amended, provides for a base salary of US$600,000 per year and the payment of a commission based on successful project development and financing and net profits from those productions to which he is entitled to the commission, in each case as specified in the Berkowitz Agreement. The commission currently is 1% of the gross budget for projects produced by the Company as a direct result of his efforts and for which he is predominately responsible for such project's development and financing.

Mr. Berkowitz is entitled to be granted Options to acquire Common Shares as determined by the Board of Directors from time to time and in accordance with Thunderbird's existing Stock Option Plan. Mr. Berkowitz and his dependents are entitled to the same employee benefits generally provided by Thunderbird to its senior executives.

Thunderbird may terminate Mr. Berkowitz's employment at any time without prior notice, pay in lieu of notice or severance compensation if Thunderbird has just cause for such termination.

Mr. Berkowitz may terminate his employment by giving Thunderbird no less than three months' written notice of termination and under such circumstances Thunderbird is not required to pay Mr. Berkowitz any additional compensation, including the commission, beyond that accrued due and owing as of the effective date of termination.

Thunderbird may terminate Mr. Berkowitz's employment without just cause and upon such termination must pay an amount equal to 12 months of Mr. Berkowitz's then current base salary The estimated incremental payment to Mr. Berkowitz that are triggered by, or result from, a termination without cause is approximately $774,780 (US$600,000).

If Mr. Berkowitz's employment is terminated within 12 months after a change of control, Mr. Berkowitz is entitled to an amount equal to 18 months of Mr. Berkowitz's then current base salary. The estimated incremental payment to Mr. Berkowitz that are triggered by, or result from, change of control is approximately $1,162,170 (US$900,000).

Brian Paes-Braga, Former Chair

Mr. Paes-Braga was entitled to receive $40,000 per annum in his capacity as a member of the Board of Directors of Thunderbird, and a further annual fee (from July 1, 2020 to March 18, 2021 in the amount of $210,000, which was reduced to $132,500 on March 19, 2021) was paid for consulting fees two private corporations controlled by Mr. Paes-Braga.

Mr. Paes-Braga was entitled to be granted Options to acquire Common Shares as determined by the Board of Directors from time to time and in accordance with Thunderbird's existing Stock Option Plan.

Mr. Paes-Braga resigned as a director effective December 6, 2021.

Pension Plan Benefits

No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Company and none are proposed at this time.