Tiny Ltd. — AGM Information 2020

Nov 17, 2020

BRACHIUM CAPITAL CORP. 250 HOWE STREET, 20TH FLOOR VANCOUVER, BRITISH COLUMBIA V6C 3R8

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF BRACHIUM CAPITAL CORP.

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of class A common shares (the “ Common Shares ”) in the capital of Brachium Capital Corp. (the “ Corporation ”) will be held at 1800 - 510 West Georgia Street, Vancouver, British Columbia, on Tuesday, December 8, 2020, at 10:00 a.m. (Vancouver Time) for the following purposes:

• 1 to receive the audited financial statements of the Corporation for the year ended May 31, 2020, together with the auditors’ reports thereon;

• 2 to fix the number of directors of the Corporation to be elected at the Meeting at four (4) and to elect the directors of the Corporation that will hold office until the earlier of the next general meeting of the Corporation or the completion of the Corporation’s proposed qualifying transaction with WeCommerce Holdings Ltd. (the “ Qualifying Transaction ”);

• 3 conditional on and effective upon the completion of the Qualifying Transaction, to fix the number of directors of the Corporation at five (5) and to elect the directors of the Corporation, as more fully described in the management information circular dated November 6, 2020 in respect of the Meeting (the “ Information Circular ”) accompanying this Notice of Meeting;

• 4 to re-appoint Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, as the auditors of the Corporation and to authorize the board of directors of the Corporation to fix their remuneration;

• 5 conditional on and effective upon the completion of the Qualifying Transaction, to appoint KPMG LLP as the auditors for the Corporation and to authorize the board of directors of the Corporation to fix their remuneration;

• 6 to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution ratifying the Corporation’s ten percent (10%) rolling stock option plan (the “ Legacy Option Plan ”);

• 7 conditional on and effective upon the completion of the Qualifying Transaction, to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving a new ten percent (10%) rolling stock option plan to take effect and replace the Legacy Option Plan immediately upon completion of the Qualifying Transaction, as more particularly described in the Information Circular;

• 8 to consider and, if deemed advisable, to pass an ordinary resolution to approve a consolidation of all of the outstanding Common Shares on the basis of one (1) post-consolidation Common Share for up to every thirty-seven (37) pre-consolidation Common Shares, as determined by the board of directors of the Corporation; and

• 9 to transact such further or other business as may properly come before the Meeting or any postponements or adjournments thereof.

THE BOARD OF DIRECTORS OF THE CORPORATION UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE ABOVE REFERENCED RESOLUTIONS AT THE MEETING.

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The Corporation’s accompanying Information Circular provides additional information relating to each of the matters to be addressed at the Meeting and is deemed to form part of this Notice of Meeting. The board of directors of the Corporation has fixed November 4, 2020 as the record date (the “ Record Date ”) for the determination of Shareholders entitled to receive notice of and vote at the Meeting. Any persons who were not holders of Common Shares and who acquired Common Shares after the Record Date will not be entitled to receive notice of or vote those Common Shares at the Meeting.

A Shareholder may attend the Meeting in person or may be represented by proxy. In March 2020, the World Health Organization declared COVID-19 a pandemic, and the British Columbia government declared a state of emergency in the same month and introduced plans to reduce public gatherings and non-essential travel. In light of ongoing concerns related to the spread of COVID-19, Shareholders are strongly encouraged not to attend the Meeting but instead to vote on matters at the Meeting by proxy.

Whether or not Shareholders are able to attend the Meeting, Shareholders are encouraged to read, complete, sign, date and return the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Information Circular. In order to be valid for use at the Meeting, proxies must be received by Computershare Investor Services Inc. (“ Computershare ”), at its office at 510 Burrard Street, 3rd Floor, Vancouver, British Columbia, Canada, V6C 3B9, or by its toll free fax number 1-604-661-9549 by 10:00 a.m. (Vancouver Time) on December 4, 2020 or, in the event of a postponement or adjournment of the Meeting, at least forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting. Please advise Computershare of any change in your mailing address. The time limit for deposit of proxies may be waived or extended by the Chairman of the Meeting at his or her discretion, without notice.

The Corporation will follow the guidance and orders of government and public health authorities regarding COVID-19, including those restricting the size of public gatherings. To help mitigate the risk of the spread of COVID-19, the Meeting will be made available by teleconference call, and all Shareholders are encouraged to vote on the matters at the Meeting by proxy, using our management proxyholder(s) to limit the number of attendees, and to listen to the Meeting by teleconference call. Only registered Shareholders, non-registered Shareholders who have followed the procedures described in the Information Circular and their respective proxyholders will be entitled to attend the Meeting in person. You should not attend the Meeting if you or someone with whom you have been in close contact with are experiencing any cold or flulike symptoms, or if you or someone with whom you have been in close contact have travelled to/from outside of Canada within the fourteen (14) days prior to the Meeting.

A Shareholder who does not attend the Meeting in person may listen to the Meeting through teleconference call, commencing at 10:00 a.m. (Vancouver time) on December 8, 2020; however, such Shareholders will not be able to vote or speak at, or otherwise participate in, the Meeting via the teleconference call. Such Shareholders may also submit questions in advance of the Meeting by email to monica.wong@nortonrosefulbright.com, which may, subject to Shareholder verification and confirmation of the relevance and subject matter, be addressed at the Meeting. The toll-free dial-in number for participants is (877) 205-6682, conference ID: 5158476026. All Shareholders are strongly encouraged to vote prior to the Meeting by any of the means described in the Information Circular. There will be no voting via teleconference at the Meeting.

The Corporation may take any additional precautionary measures that we consider necessary in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (a) holding the Meeting virtually or by providing a webcast of the Meeting; (b) hosting the Meeting solely by means of remote communication; (c) changing the Meeting date and/or changing the means of holding the Meeting; (d) denying access to persons who exhibit cold or flu-like symptoms or who have or have been in contact with someone who has travelled outside of Canada within the fourteen (14) days immediately prior to the Meeting; and (e) such other measures as may be recommended by public health authorities in connection with gatherings of persons, such as the Meeting. Should we determine that changes to the Meeting are required, we will announce these changes by news release, which will be filed on SEDAR. We recommend that you view our SEDAR profile prior to the Meeting for the most current information. We do not intend to prepare or mail amended proxy and Meeting materials if changes are required to the format of the Meeting.

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DATED at Vancouver, British Columbia this 6[th] day of November, 2020.

BY ORDER OF THE BOARD OF DIRECTORS OF BRACHIUM CAPITAL CORP.

“Bryant Pike”

Chief Executive Officer

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BRACHIUM CAPITAL CORP. 250 HOWE STREET, 20TH FLOOR VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3R8

MANAGEMENT INFORMATION CIRCULAR

November 6, 2020

THIS MANAGEMENT INFORMATION CIRCULAR (THE “INFORMATION CIRCULAR”) IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY AND ON BEHALF OF MANAGEMENT OF BRACHIUM CAPITAL CORP. (THE “CORPORATION”) FOR USE AT THE ANNUAL AND SPECIAL MEETING (THE “MEETING”) OF THE SHAREHOLDERS OF THE CORPORATION (THE “SHAREHOLDERS”) TO BE HELD AT 1800 - 510 WEST GEORGIA STREET, VANCOUVER, BRITISH COLUMBIA ON TUESDAY, DECEMBER 8, 2020, AT 10:00 A.M. (VANCOUVER TIME) OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF FOR THE PURPOSES SET FORTH IN THE ACCOMPANYING NOTICE OF MEETING (THE “NOTICE OF MEETING”). Unless otherwise stated, the information contained in this Information Circular is given as at November 6, 2020.

SPECIAL MEASURES IN RESPONSE TO COVID-19

While as of the date of this Notice of Meeting and accompanying Information Circular, the Corporation intends to hold the Meeting in physical in-person format, it is continuously monitoring the COVID-19 pandemic. In light of the evolving news and guidelines related to COVID-19, the Corporation asks that, in considering whether to attend the Meeting in person, Shareholders follow, among other things, the instructions of the Public Health Agency of Canada (https://www.canada.ca/en/publichealth/services/diseases/coronavirus-disease-covid-19.html) and any applicable additional provincial and local instructions. Shareholders should not attend the Meeting in person if they are experiencing any cold or flu-like symptoms, or if they or someone with whom they have been in close contact have travelled to/from outside of Canada within the fourteen (14) days prior to the Meeting.

The Corporation reserves the right to take any additional precautionary measures it deems appropriate in relation to the Meeting in response to further developments in respect of the COVID-19 outbreak including, if considered necessary or advisable, providing a virtual webcast version of the Meeting and/or hosting the Meeting solely by means of remote communication, placing restrictions on in-person attendance, or postponing or adjourning the Meeting. Changes to the Meeting date and/or means of holding the Meeting may be announced by way of news release. If applicable and as appropriate, the Corporation will provide required information on the logistical details of a virtual or hybrid Meeting including how a Shareholder can remotely access, participate in and vote at a Meeting. An amended Information Circular will not be mailed out in the event of changes to the Meeting format.

Due to the uncertainty regarding restrictions on in-person gatherings due to COVID-19 at the time of the Meeting, the Corporation has decided to also permit Shareholders to attend the Meeting via teleconference call. The toll-free dial-in number for participants is (877) 205-6682, conference ID: 5158476026. All Shareholders are strongly encouraged to vote prior to the Meeting by any of the means described in the Information Circular. There will be no voting via teleconference at the Meeting.

GENERAL PROXY INFORMATION

Solicitation of Proxies

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone by directors, officers or regular employees of the Corporation. Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation materials to the beneficial owners of the class A common shares

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in the capital of the Corporation (the “ Common Shares ”). The cost of any such solicitation will be borne by the Corporation.

Appointment of Proxyholders

THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY ARE DIRECTORS AND/OR OFFICERS OF THE CORPORATION. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND, ACT AND VOTE FOR SUCH SHAREHOLDER AT THE MEETING OTHER THAN THOSE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY. A SHAREHOLDER DESIRING TO APPOINT SOME PERSON OTHER THAN THOSE NAMED IN THE ENCLOSED FORM OF PROXY TO REPRESENT SUCH SHAREHOLDER AT THE MEETING MAY DO SO EITHER BY INSERTING SUCH PERSON’S NAME IN THE BLANK SPACE PROVIDED IN THE ENCLOSED FORM OF PROXY AND STRIKING OUT THE NAMES OF THE TWO SPECIFIED PERSONS OR BY COMPLETING ANOTHER PROPER FORM OF PROXY AND, IN EITHER CASE, DELIVERING THE COMPLETED FORM OF PROXY TO THE CORPORATION, C/O COMPUTERSHARE INVESTOR SERVICES INC. (“COMPUTERSHARE”), THE CORPORATION’S REGISTRAR AND TRANSFER AGENT, AT 510 BURRARD STREET, 3RD FLOOR, VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3B9 (FAX: 1-604-661-9549), BY NO LATER THAN 10:00 A.M. (VANCOUVER TIME) ON FRIDAY DECEMBER 4, 2020, OR, IN THE CASE OF ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING, BY NO LATER THAN FORTY-EIGHT (48) HOURS (EXCLUDING SATURDAYS, SUNDAYS AND STATUTORY HOLIDAYS IN THE PROVINCE OF BRITISH COLUMBIA) PRIOR TO THE TIME OF HOLDING OF THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

Voting by Proxyholder

The persons named in the form of proxy will vote or withhold from voting the Common Shares represented thereby in accordance with the instructions of the Shareholders appointing such persons as proxy. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. IN RESPECT OF A MATTER FOR WHICH A CHOICE IS NOT SPECIFIED IN THE FORM OF PROXY, THE MANAGEMENT APPOINTEE ACTING AS A PROXYHOLDER WILL VOTE IN FAVOUR OF EACH MATTER IDENTIFIED ON THE PROXY AND, IF APPLICABLE, FOR THE NOMINEES OF MANAGEMENT FOR DIRECTORS AND AUDITORS AS IDENTIFIED IN THE FORM OF PROXY.

THE ENCLOSED FORM OF PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE PERSON OR PERSONS NAMED THEREIN WITH RESPECT TO AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE OF MEETING TO WHICH THE FORM OF PROXY RELATES AND WITH RESPECT TO OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING. As at the date of this Information Circular, management of the Corporation knows of no such amendment, variation or other matters to come before the Meeting. However, if any other matters which are not now known to management of the Corporation should properly come before the Meeting, the Common Shares represented by the proxy will be voted on such matters in accordance with the best judgment of the person or persons voting the Common Shares represented by such proxy.

Registered Shareholders

Registered Shareholders (each, a “ Registered Holder ”) may vote in person at the Meeting. Those Registered Holders who are unable to attend the Meeting in person or who choose to dial-in and attend the Meeting via teleconference should properly complete and deliver the form of proxy, and the Common Shares represented by the Registered Holder’s proxy will be voted or withheld from voting in accordance with the instructions indicated on the form of proxy, or any ballot that may be called at the Meeting or any adjournment thereof. A Registered Holder may submit a proxy using one of the following methods:

• (a) complete, date and sign the form of proxy and return it to Computershare by fax at 1-604661-9549, or by mail or by hand delivery to 510 Burrard Street, 3rd Floor, Vancouver, British Columbia, Canada V6C 3B9, Attention: Proxy Department; or

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• (b) to vote by Internet, go to www.investorvote.com and follow the instructions. You will need your 15-digit control number which you can find on your form of proxy. Follow the online voting instructions given to you and vote over the Internet referring to your holder account number and proxy access number provided on the form of proxy that was delivered to you.

To be effective, a proxy must be received by Computershare no later than 10:00 A.M. (Vancouver Time) on December 4, 2020 or, if the Meeting is adjourned, at least forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) prior to the time of holding of the Meeting or any adjournment thereof.

Failure to complete or deposit a proxy properly may result in its invalidation. The time limit for the deposit of proxies may be waived by the Chairman of the Meeting in his discretion without notice.

Non-Registered Shareholders

Only Registered Holders or the persons they appoint as their proxies are permitted to vote at the Meeting. However, in many cases, Common Shares beneficially owned by a person (a “ Non-Registered Holder ”) are registered either: (a) in the name of an intermediary (an “ Intermediary ”) that the Non-Registered Holder deals with in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as CDS & Co. (the nominee of The Canadian Depository for Securities Limited)) of which the Intermediary is a participant. In accordance with the requirements of NI 54-101, the Corporation has distributed copies of the Notice of Meeting and Information Circular (collectively, the “ Meeting Materials ”) to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders unless such Non-Registered Holders have waived the right to receive the proxy-related materials.

There are two categories of Non-Registered Holders for the purposes of applicable securities regulatory policy in relation to the mechanism of dissemination to Non-Registered Holders of proxy-related materials and other securityholder materials and the request for voting instructions from such Non-Registered Holders. Non-objecting beneficial owners (“ NOBOs ”) are Non-Registered Holders who have advised their Intermediary that they do not object to their Intermediary disclosing ownership information to the Corporation, consisting of their name, address, e-mail address, securities holdings and preferred language of communication. Securities legislation restricts the use of that information to matters strictly relating to the affairs of the Corporation. Objecting beneficial owners (“ OBOs ”) are Non-Registered Holders who have advised their Intermediary that they object to their Intermediary disclosing such ownership information to the Corporation.

In accordance with the requirements of NI 54-101, the Corporation is sending the Meeting Materials, and a voting instruction form or a form of proxy, as applicable, directly to NOBOs and indirectly through Intermediaries to OBOs. NI 54-101 permits the Corporation, in its discretion, to obtain a list of its NOBOs from intermediaries and use such NOBO list for the purpose of distributing the Meeting Materials directly to, and seeking voting instructions directly from, such NOBOs. As a result, the Corporation is entitled to deliver Meeting Materials to Non-Registered Holders in two manners: (a) directly to NOBOs and indirectly through Intermediaries to OBOs; or (b) indirectly to all Non-Registered Holders through Intermediaries. In accordance with the requirements of NI 54-101, the Corporation is sending the Meeting Materials directly to NOBOs and indirectly through Intermediaries to OBOs. The Corporation does not intend to pay for Intermediaries to deliver the proxy-related materials to OBOs. If the Corporation does not pay for an Intermediary to deliver materials to OBOs, OBOs will not receive the materials unless their Intermediary assumes the cost of delivery.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a NonRegistered Holder has waived the right to receive them. Intermediaries often use service companies to forward Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

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• (a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile or stamped signature) and is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. In this case, the Non-Registered Holder who wishes to submit a proxy should properly complete the form of proxy and submit it to the Corporation, c/o Computershare, at the address set forth in the Notice of Meeting; or

• (b) more typically, be given a form of proxy which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service corporation, will constitute voting instructions (often called a “ proxy authorization form ”) which the Intermediary must follow. Typically, the NonRegistered Holder will be given a page of instructions which contains a removable label containing a bar-code and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Non-Registered Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service corporation in accordance with the instructions of the Intermediary or its service corporation.

In either case, the purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Holder who receives either a form of proxy wish to vote at the Meeting (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should strike out the persons named in the form of proxy and insert the Non-Registered Holder's or such other person’s name in the blank space provided. In either case, NonRegistered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the form of proxy or proxy authorization form is to be delivered.

A Non-Registered Holder may revoke a proxy authorization form (voting instructions) or a waiver of the right to receive the Meeting Materials and to vote which has been given to an Intermediary at any time by written notice to the Intermediary, except that an Intermediary is not required to act on a revocation of a proxy authorization form (voting instructions) or of a waiver of the right to receive Meeting Materials and to vote which is not received by the Intermediary at least seven (7) days prior to the Meeting, or any postponement or adjournment thereof.

Notice to Shareholders in the United States

The solicitation of proxies involves securities of an issuer located in Canada and is being affected in accordance with the corporate laws of Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Corporation or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

Revocation of Proxies

If you want to revoke your proxy after you have delivered it, you can do so at any time before it is used. You may do this by: (a) attending the Meeting in person and voting at the Meeting if you were a Registered Holder at the Record Date; (b) signing a form of proxy bearing a later date and submitting such proxy to Computershare, provided that such form of proxy is received by Computershare prior to the proxy cut-off time specified below; (c) signing a written statement that indicates, clearly, that you want to revoke your proxy and delivering this signed written statement to the registered office of the Corporation at 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8; or (d) in any other manner permitted by law.

Your proxy will only be revoked if a revocation is received by 10:00 a.m. (Vancouver Time) on December 4, 2020 or, in the case of an adjournment or postponement of the Meeting, forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) prior to the time of holding

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of the Meeting or any adjournment thereof. If you revoke your proxy and do not replace it with another that is deposited with us before the proxy cut-off deadline, you can still vote your Common Shares, but to do so you must attend the Meeting and vote through the teleconference platform. Any vote cast by a Registered Holder at the Meeting will revoke any proxy previously submitted by the Registered Holder.

A Non-Registered Holder may revoke voting instructions by written notice to the Intermediary to whom the instructions were given. Non-Registered Holders should refer to their proxy authorization form for further information on revoking voting instructions. Any revocation notice should be delivered to the Intermediary well in advance of the Meeting to allow the Intermediary time to process the revocation.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

General

The only outstanding securities of the Corporation carrying voting rights are the Common Shares. The Corporation is authorized to issue an unlimited number of Common Shares without par value and an unlimited number of preferred shares, of which, as at the date of this Information Circular, 7,923,500 Common Shares are issued and outstanding and no preferred shares are issued and outstanding.

The record date for the purpose of determining the Shareholders entitled to receive notice of the Meeting has been fixed by the Corporation's board of directors (the “ Board ”) to be November 4, 2020 (the “ Record Date ”). Only Shareholders of record at the close of business on the Record Date who either: (a) attend the Meeting in person; or (b) complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

Common Shares

Each Common Share is entitled to one (1) vote on each matter to be voted upon at the Meeting.

Quorum

A quorum of Shareholders is present at the Meeting if there are one (1) or more persons who are, or who represent by proxy, one (1) or more Shareholders who, in the aggregate, hold at least ten percent (10%) of the issued Common Shares entitled to be voted at the Meeting.

Principal Shareholders

To the knowledge of the Corporation's directors and executive officers, no persons beneficially own, directly or indirectly, or exercise control or direction over, directly or indirectly, Common Shares carrying more than ten percent (10%) of the voting rights attached to all outstanding Common Shares.

Qualifying Transaction

On August 17, 2020, the Corporation entered into a binding letter of intent (the “ LOI ”) with WeCommerce Holdings Ltd. (“ WeCommerce ”), which outlines the terms and conditions pursuant to which the Corporation and WeCommerce, an arm’s length party, will complete a transaction that will result in a reverse take-over of the Corporation by WeCommerce (the “ Qualifying Transaction ”). The Qualifying Transaction is structured as a three-cornered amalgamation under the provisions of the Business Corporations Act (British Columbia) (the “ BCBCA ”), pursuant to which, among other things, the Corporation will incorporate a whollyowned subsidiary under the BCBCA, which will amalgamate with WeCommerce (the “ Amalgamation ”) to form a newly amalgamated company (“ Amalco ”). In connection with the Amalgamation, holders of common shares in the capital of the WeCommerce (“ WeCommerce Shares ”) will receive Common Shares of the Corporation for each WeCommerce Share held immediately before the Amalgamation and receive stock options to acquire Common Shares in the capital of the Corporation for each WeCommerce stock option held immediately before the Amalgamation.

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In addition, prior to the Amalgamation, each outstanding Common Share and security convertible into a Common Share shall be adjusted in accordance with its terms to account for the Consolidation (as defined below) and, in respect of certain stock options of the Corporation, to amend the expiry date of such options to a date that is twelve (12) months following completion of the Qualifying Transaction.

In connection with the Qualifying Transaction, it is anticipated that the Corporation will consolidate the Common Shares on the basis of an agreed upon formula, the result of which will provide that the value of the Corporation divided by the combined value of the Corporation and WeCommerce yields a predetermined percentage with such percentage representing the percentage ownership of the Common Shares to be held by Shareholder upon completion of the Qualifying Transaction (the “ Consolidation ”).

Pursuant to the Qualifying Transaction, the Corporation will change its name to a name to be determined by the Corporation and as may be acceptable to the TSX Venture Exchange (the “ TSXV ”) and regulatory authorities (the “ Resulting Issuer ”). Upon completion of the Qualifying Transaction, Amalco will carry on the business of WeCommerce as a wholly-owned subsidiary of the Corporation.

If completed, the Qualifying Transaction is intended to constitute the Corporation’s Qualifying Transaction, as defined in Policy 2.4 of the TSXV Corporate Finance Manual (the “ CPC Policy ”) and, as such, it is subject to approval of the TSXV.

Shareholders are not required to approve the Qualifying Transaction . However, the Qualifying Transaction is very important to the Corporation and certain matters to be considered at the Meeting are important for preparing the Corporation to complete the Qualifying Transaction. Full details regarding WeCommerce and the Qualifying Transaction will be disclosed by the Corporation in a filing statement to be prepared and filed under the CPC Policy (the “ Filing Statement ”). The Filing Statement will be posted on SEDAR at www.sedar.com prior to completion of the Qualifying Transaction. Management of the Corporation will endeavour to post the Filing Statement on SEDAR as quickly as possible; however, the posting thereof may not occur before the date of the Meeting. Shareholders are urged to review the press releases issued by the Corporation on August 17, 2020 and October 29, 2020 announcing the proposed Qualifying Transaction as well as the Filing Statement of the Corporation if, as and when filed on SEDAR, as it contains important disclosure regarding the Resulting Issuer and the Qualifying Transaction.

Subject to receipt of all requisite approvals, including from the TSXV, the Qualifying Transaction is anticipated to close in December 2020. Certain of the resolutions sought to be passed by the Shareholders at the Meeting are important to the completion of the Qualifying Transaction. Failure to pass these resolutions could impede or impact the completion of the Qualifying Transaction.

MATTERS TO BE ACTED UPON AT THE MEETING

A. Presentation of Financial Statements

A copy of the Corporation's annual audited financial statements for the fiscal year ended May 31, 2020 (the “ Financial Statements ”), together with the auditors’ report thereon, will be placed before the Shareholders at the Meeting. The presentation at the Meeting of the auditors’ report and the Financial Statements for this financial period will not constitute a request for approval or disapproval of any matters referred to therein. Copies of the Corporation’s annual and interim financial statements are also available on SEDAR at www.sedar.com.

B. Election of Directors

The Corporation currently has four (4) directors and it is intended that four (4) directors will be nominated for election at the Meeting. At the Meeting, Shareholders will be asked to pass an ordinary resolution to fix the number of directors of the Corporation to be elected at the Meeting for the ensuing year at four (4). The number of directors of the Corporation will be approved if the affirmative vote of the majority of Common

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Shares present or represented by proxy at the Meeting and entitled to vote are voted in favour of fixing the number of directors to be elected at the Meeting at four (4).

Shareholders will be asked to elect the four (4) directors to the Board set out in the table below (the “ Current Nominees ”). If elected, each Current Nominee will be elected to hold office effective until the earlier of: (a) the next annual general meeting of the Corporation; (b) the completion of the Qualifying Transaction; or (c) his/her successor is duly elected or appointed in accordance with the BCBCA and the Articles of the Corporation, unless his/her office is vacated earlier.

Voting for the election of the below named directors comprising the Current Nominees will be conducted on an individual, and not slate basis. Shareholders can vote for all of the proposed directors set forth herein, vote for some of them and withhold for others, or withhold for all of them. Unless the proxy specifically instructs the proxyholder to withhold such vote, Common Shares represented by the proxies hereby solicited shall be voted for the election of each of the nominees whose names are set forth below. Management does not contemplate that any of these proposed nominees will be unable to serve as a director of the Corporation, but if that should occur for any reason prior to the Meeting, the persons designated in the enclosed instrument appointing proxy will have the right to use their discretion in voting for a properly qualified substitute.

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

Name, Municipality of	Principal Occupation for the Past Five (5)	Director of the	Number of
Residence and	Years	Corporation Since	Common Shares
Position/Offices to be			Beneficially Owned
Held			or Controlled
Bryant Pike Richmond, British Columbia Chief Executive Officer, Director and Promoter	Chief Financial Officer of Hunter Technology Corp. Prior thereto, independent businessman.	March 4, 2019	666,668
Craig Graham Fraserville, Ontario Director	Independent businessman. Former Chief Executive Officer and Executive Chairman of Rainmaker Entertainment Inc.	May 1, 2019	200,000
Larry Nevsky Toronto, Ontario Director	Partner at Dentons Canada LLP.	May 1, 2019	666,666
Kris Miks Toronto, Ontario Director	Partner at Norton Rose Fulbright Canada LLP. Previously, Assistant Vice President and Senior Counsel at Sun Life Financial Inc. and, prior thereto, Partner at Dentons Canada LLP.	May 1, 2019	666,666

Note:

(1) Messrs. Pike, Nevsky and Graham are members of the audit committee of the Corporation’s Board.

Cease Trade Orders

To the knowledge of management of the Corporation, no proposed Current Nominee is, as of the date of this Information Circular, or has been, within ten (10) years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Corporation) that was subject to a cease trade order, an order similar to a cease trade order or an order that denied the company access to any exemptions under securities legislation, that was in effect for a period of more than thirty (30) consecutive days, that was issued: (i) while that person was acting in such capacity; or (ii) after that person ceased to act in such capacity but which resulted from an event that occurred while that person was acting in such capacity.

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Bankruptcies

To the knowledge of management of the Corporation, no proposed Current Nominee is, as of the date of this Information Circular, or has been, within ten (10) years before the date hereof, a director or executive officer of any company (including the Corporation) that, while such person was acting in that capacity, or within one (1) 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.

To the knowledge of management of the Corporation, no proposed Current Nominee has, within the ten (10) years before the date of this 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 proposed director.

Penalties or Sanctions

To the knowledge of management of the Corporation, no Current Nominee 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 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 securityholder in deciding whether to vote for a proposed director.

C. Election of Post-Qualifying Transaction Directors

Subject to and conditional upon the completion of the Qualifying Transaction, it is desirable to pass an ordinary resolution to fix the number of directors of the Corporation at five (5). Subject to and conditional upon the completion of the Qualifying Transaction, the number of directors of the Corporation will be approved if the affirmative vote of the majority of Common Shares present or represented by proxy at the Meeting and entitled to vote are voted in favour of fixing the number of directors to be elected at the Meeting at five (5).

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

Voting for the election of the below named directors comprising the New Nominees will be conducted on an individual, and not slate basis. Shareholders can vote for all of the proposed directors set forth herein, vote for some of them and withhold for others, or withhold for all of them. Unless the proxy specifically instructs the proxyholder to withhold such vote, Common Shares represented by the proxies hereby solicited shall be voted for the election of each of the nominees whose names are set forth below. Management does not contemplate that any of these proposed nominees will be unable to serve as a director of the Corporation, but if that should occur for any reason prior to the Meeting, the persons designated in the enclosed instrument appointing proxy will have the right to use their discretion in voting for a properly qualified substitute.

It is a condition to the completion of the Qualifying Transaction that the New Nominees, comprised of five (5) individuals, to be determined by the Corporation and WeCommerce, be elected, effective at the Change of Board Time, as directors of the Corporation. At the time of the Meeting, the Qualifying Transaction may not yet have been completed and there can be no assurance at that time that it will be completed.

The following table sets forth the name of each of the persons proposed to be nominated for election as a director of the Corporation as part of the New Nominees, all positions and offices in the Corporation to be

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held by such nominees, the nominees’ municipality and country of residence, principal occupation within the five (5) preceding years, and the number and percentage of Common Shares beneficially owned by the nominees, directly or indirectly, or over which control or direction is exercised.

Name and Municipality of Residence	Position to be Held with the Corporation	Principal Occupation During Past 5 Years	Number of Common Shares Beneficially Owned or Controlled
Chris Sparling Victoria,BritishColumbia	Chief Executive OfficerandDirector	Director of Tiny.	Nil
Andrew Wilkinson Victoria,BritishColumbia	Director	Director of Tiny.	Nil
Sara Elford Shawnigan Lake,BritishColumbia	Director	Corporate Director and Consultant.	Nil
Tim McElvaine Victoria,BritishColumbia	Director	President of McElvaine Investment ManagementLtd.	Nil
Shane Parrish Ottawa, Ontario	Director	CEO of Farnam Street Media Inc.	Nil

Biographical information regarding the New Nominees

Chris Sparling – Proposed Chief Executive Officer and Director

Chris Sparling is the co-founder and general partner of Tiny, an ever-growing conglomerate focused on acquiring wonderful internet businesses. Chris has helped scale Tiny through the acquisition of more than 30 businesses, including Dribbble, Meteor, Pixel Union, and We Work Remotely. Before starting Tiny, Chris was the Chief Financial Officer of MetaLab Design Ltd., one of the world’s leading design agencies, and several other successful technology firms, many of which he is still an active owner and board member.

Andrew Wilkinson – Proposed Director

In 2006, Andrew Wilkinson founded MetaLab Design Ltd., one of the world's top design agencies. After rapid growth, he used the profits to diversify into a variety of businesses, which today form Tiny. Andrew has gone from working out of his apartment just over a decade ago, to today overseeing a group of companies with over 300 employees and tens of millions in revenue.

Sara Elford – Proposed Director

Sara Elford worked in the capital markets industry for more than 20 years, beginning in investment banking in New York in 1994. She transitioned to equity research in Canada in 1996 as generalist analyst following primarily small- and mid-capitalization growth companies until 2015. Since then, Sara has served on seven boards for companies listed on either the TSX-V, TSX and/or Nasdaq. She currently serves on the boards of BioSyent Inc., BQE Water Inc. and Xebec Adsorption Inc. She also previously served on the boards of Carmanah Technologies Corp., Hydrogenics Corp., Pure Technologies Ltd. and TSO3 Inc., all of which were acquired. Sara earned her CFA Charterholder designation in 1997 and completed the academic requirements for the directors’ education program with the ICD in 2015. She is a graduate of Bishop’s University (Finance Major and Economics Minor).

Tim McElvaine – Proposed Director

Tim McElvaine serves as President of McElvaine Investment Management Ltd. Tim has served on the boards of Glacier Media Inc. (2014-2019), Rainmaker Entertainment Inc. (2007-2016), Humpty Dumpty Snack Foods (2005-2006) and Sun-Rype Products (2001-2005). Tim is also both a CPA and CFA.

Shane Parrish – Proposed Director

Shane Parrish, is the founder and CEO of Farnam Street Media Inc., a privately held media company. Mr. Parrish is also the CEO of Syrus Partners Inc., a private investment organization. He received his Bachelor of Computer Science from Dalhousie University in 2001, and his MBA from Royal Roads in 2009. Previously

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he worked for the Communications Security Establishment in various capacities from 2001 until 2016. Mr. Parrish has significant operating and financial experience through his firm’s ownership and diverse collection of private investments.

Other Reporting Issuer Experience

The New Nominees hold directorships in the following other reporting issuers:

Name	Name and Jurisdiction of Reporting Issuer	Name of Exchange or Market			To
			Position	From
Sara Elford	BioSyent Inc. BQE Water Inc. Xebec Adsorption Inc.	TSXV TSXV TSXV	Director Director Director	2018 2020 2020	Present Present Present

Cease Trade Orders

To the knowledge of management of the Corporation, no New Nominee is, as of the date of this Information Circular, or has been, within ten (10) years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Corporation) that was subject to a cease trade order, an order similar to a cease trade order or an order that denied the company access to any exemptions under securities legislation, that was in effect for a period of more than thirty (30) consecutive days, that was issued: (a) while that person was acting in such capacity; or (b) after that person ceased to act in such capacity but which resulted from an event that occurred while that person was acting in such capacity.

Bankruptcies

To the knowledge of management of the Corporation, no New Nominee is, as of the date of this Information Circular, or has been, within ten (10) years before the date hereof, a director or executive officer of any company (including the Corporation) that, while such person was acting in that capacity, or within one (1) 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.

To the knowledge of management of the Corporation, no New Nominee has, within the ten (10) years before the date of this 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 proposed director.

Penalties or Sanctions

To the knowledge of management of the Corporation, no New Nominee 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 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 securityholder in deciding whether to vote for a proposed director.

D. Appointment of Auditor

Dale Matheson Carr-Hilton LaBonte LLP (“ DMCL LLP ”), Chartered Professional Accountants, has been the auditor of the Corporation since its incorporation. It is proposed that DMCL LLP be re-appointed as auditors of the Corporation at the Meeting for the ensuing year or until completion of the Qualifying Transaction, and that the Board be authorized to fix the auditors’ remuneration.

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It is the intention of the management designees, if named as proxy, to vote FOR the appointment of DMCL LLP as set forth above and therein, at a remuneration to be fixed by the Board, unless the Shareholder has specified in its proxy that its Common Shares are to be withheld from voting on the appointment of auditors. To be adopted, this resolution is required to be passed by the affirmative vote of a majority of the votes cast at the Meeting.

The Board recommends that Shareholders vote in favour of the re-appointment of DMCL LLP, and the authorization of the Board to fix their remuneration.

E. Appointment of Post-Transaction Auditors

It is proposed that KPMG LLP, the current auditors of WeCommerce, be appointed as auditors of the Corporation conditional and effective only upon the completion of the Qualifying Transaction, and that the Board be authorized to fix the auditors’ remuneration (the “ Auditor Replacement Resolution ”).

It is the intention of the management designees, if named as proxy, to vote FOR the Auditor Replacement Resolution as described forth above, at a remuneration to be fixed by the Board, unless the Shareholder has specified in its proxy that its Common Shares are to be withheld from voting on the Auditor Replacement Resolution. To be adopted, this resolution is required to be passed by the affirmative vote of a majority of the votes cast at the Meeting.

The Board recommends that Shareholders vote in favour of the appointment of KPMG LLP, conditional and effective only upon the completion of the Qualifying Transaction, and the authorization of the directors to fix their remuneration.

In the event that the Qualifying Transaction does not proceed and notwithstanding the approval of the Auditor Replacement Resolution, the Board may, in its sole discretion, decide not to act on this resolution, without the requirement of any further approval or authorization of the Shareholders.

F. Ratification of Legacy Option Plan

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve an ordinary resolution set forth below in this Information Circular ratifying the Corporation’s stock option plan which was approved by the Board on August 9, 2019 and amended on September 17, 2019 (the “ Legacy Option Plan ”), which is considered a “rolling” stock option plan and reserves a maximum of ten percent (10%) of the total outstanding Common Shares at the time of grant for issuance pursuant to the Legacy Option Plan. Any previous granted options are governed by the Legacy Option Plan, and if options granted expire or terminate for any reason without having been exercised, the unpurchased Common Shares will again be available under the Legacy Option Plan. The policies of the TSXV provide that, where a company has a rolling stock option plan in place, it must seek shareholder approval for such plan annually.

A full copy of the Legacy Option Plan is attached hereto as Schedule “A”. A summary of the Legacy Option Plan can also be found herein under “ Statement of Executive Compensation – Stock Option Plan ”.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to approve the following ordinary resolution to ratify the Legacy Option Plan:

“ BE IT RESOLVED , as an ordinary resolution of the Corporation’s shareholders, that:

1. The stock option plan of Brachium Capital Corp., approved by the directors of the Corporation on August 9, 2019 and amended on September 17, 2020, a copy of which is attached to the management information of the Corporation dated November 6, 2020 as Schedule “A”, be and is hereby ratified and shall continue and remain in effect until further ratification is required pursuant to the rules of the TSX Venture Exchange or other applicable regulatory requirements.

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1. Any one director or officer of the Corporation be and is hereby authorized and directed, on behalf of the Corporation to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things that may be necessary or desirable to give effect to this ordinary resolution.”

It is the intention of the management designees, if named as proxy, to vote FOR the approval of the ordinary resolution ratifying the Legacy Option Plan as set forth above and therein, unless the Shareholder has specified in its proxy that its Common Shares are to be voted against the ratification of the Legacy Option Plan. To be adopted, this resolution is required to be passed by the affirmative vote of a majority of the votes cast at the Meeting.

Upon completion of the Qualifying Transaction, it is anticipated that the Legacy Option Plan will be replaced by the Resulting Issuer Stock Option Plan (as defined below).

The Board recommends that Shareholders vote in favour of the ratification of the Legacy Option Plan.

G. Resulting Issuer Stock Option Plan

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve the adoption by the Corporation of the replacement stock option plan (the “ Resulting Issuer Stock Option Plan ”) to come into effect immediately upon completion of the Qualifying Transaction and to replace the Legacy Stock Option Plan. The Resulting Issuer Stock Option Plan will enable the directors, officers, employees and consultants of the Resulting Issuer and its affiliates to participate in the growth and development of the Resulting Issuer by providing such persons with the opportunity, through options to purchase shares, to acquire an increased proprietary interest in the Resulting Issuer that is aligned with the interests of the Shareholders. A copy of the Resulting Issuer Stock Option Plan is set out in Schedule “B” to this Circular.

The Resulting Issuer Stock Option Plan permits the Board to grant options to purchase up to ten percent (10%) of the issued number of Common Shares outstanding at the date of the grant. The Resulting Issuer Stock Option Plan provides for the grant of options to purchase Common Shares to eligible directors, officers, employees and consultants of the Resulting Issuer or any of its affiliates.

If the Resulting Issuer is subject to the policies of the TSXV, the number of grants which may be issuable under the Resulting Issuer Stock Option Plan and all of the Resulting Issuer’s other security-based compensation arrangements in existence from time to time on and after the effective date of the Resulting Issuer Stock Option Plan, within any one-year period: (a) to any one person, shall be no more than five percent (5%) of the issued and outstanding share capital of the Resulting Issuer, with the exception of a consultant who may not receive grants of more than two percent (2%) of the issued and outstanding share capital of the Resulting Issuer; and (b) to all persons employed to conduct Investor Relations Activities, shall be no more than an aggregate of two percent (2%) of the number of issued and outstanding Common Shares in the capital of the Resulting Issuer at any one time.

If the Resulting Issuer is subject to the policies of the Toronto Stock Exchange, then the maximum number of Common Shares: (a) issued to insiders of the Resulting Issuer, within any one year period; and (b) issuable to insiders of the Resulting Issuer, at any time, under the Resulting Issuer Stock Option Plan, or when combined with all of the Resulting Issuer’s other security based compensation arrangements, cannot exceed ten percent (10%) of the Resulting Issuer’s total issued and outstanding securities.

Options granted under the Resulting Issuer Stock Option Plan may be exercisable for up to ten (10) years from the date of grant, provided that if the exercise period terminates during a blackout period, the exercise period shall be extended to the date that is ten (10) business days following the end of such blackout period.

Where an optionee's position as an employee, consultant, director or officer of the Resulting Issuer or any affiliate is terminated for just cause, the options shall terminate on the date of such termination for just cause. Unless determined otherwise by the Board, where an optionee's position as an employee,

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consultant, officer or director of the Resulting Issuer or any affiliate terminates for a reason other than the optionee's Disability (as defined in the Resulting Issuer Stock Option Plan), death, or termination for just cause: (a) all options that have not vested on the termination date, shall terminate on such date, and (b) all options that have vested on the termination date, shall termination on the date that is ninety (90) days after the termination date

Options are non-assignable and non-transferable, other than in the following circumstances:

• (a) Death of Optionee – If the employment of an optionee as an employee or consultant of the Resulting Issuer or any affiliate, or the position of an optionee as a director or officer of the Resulting Issuer or any affiliate, terminates as a result of his or her death, any options held by such optionee shall pass to the Qualified Successor (as defined in the Resulting Issuer Stock Option Plan) of the optionee, and shall be exercisable by the Qualified Successor for a period of one year following such death, provided that in no case shall the exercise period of the option extend beyond ten (10) years from the date the option is granted.

• (b) Disability of Optionee - If the employment of an optionee as an employee or consultant of the Resulting Issuer or any affiliate, or the position of an optionee as a director or officer of the Resulting Issuer or any affiliate, is terminated by the Resulting Issuer or any affiliate by reason of such optionee's Disability, any option held by such optionee that could have been exercised immediately prior to such termination of service shall be exercisable by such optionee, or by his Guardian (as defined in the Resulting Issuer Stock Option Plan), for a period of one (1) year following the termination of service of such Optionee.

• (c) Disability and Death of Optionee - If an optionee who has ceased to be employed by the company or any affiliate by reason of such optionee's Disability dies within thirty (30) days after the termination of such employment, any option held by such optionee that could have been exercised immediately prior to his or her death shall pass to the Qualified Successor of such optionee, and shall be exercisable by the Qualified Successor for a period of one (1) year following the death of such Optionee, provided that in no case shall the exercise period of the option extend beyond five (5) years from the date the option is granted.

• (d) Retirement - In the event of the termination of employment of an optionee who is an employee at any time during the term of an option by reason of the deemed retirement of such employee, as may be determined by the Board, in its sole discretion, then the rights to purchase Common Shares under the option which have accrued to the optionee and remain unexercised at, or which accrue subsequent to, the date of his retirement shall remain exercisable by the optionee (or by the optionee's legal personal representative or representatives if the optionee dies before the last date of exercise of the option) for a period of one (1) year following the retirement of such optionee in accordance with the terms of the option.

Unless otherwise determined by the Board in accordance with the terms and conditions of the Resulting Issuer Stock Option Plan, options will be granted by the Board. The Board may determine and impose terms upon which each Option shall become vested, provided that, if the Common Shares are listed on the TSXV, Options granted to Persons employed to conduct Investor Relations Activities, must vest in stages over twelve (12) months with no more than twenty-five percent (25%) of the options vesting in any three month period.

Subject to the acceptance of the TSXV or Toronto Stock Exchange, as applicable, and any other applicable regulatory authorities, the Board may terminate, suspend or amend the terms of the Resulting Issuer Stock Option Plan; provided, however, that, the Board may not, among other things, do any of the following without obtaining, within twelve (12) months either before or after the Board’s adoption of a resolution authorizing such action, approval by the affirmative votes of the holders of a majority of the voting securities of the Resulting Issuer present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable corporate laws, and, where required, by way of Disinterested Shareholder Approval (as defined in the Resulting Issuer Stock Option Plan): (a) increase the maximum number of Common Shares that may

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be reserved under the Resulting Issuer Stock Option Plan for issuance pursuant the exercise of options; (b) reduce the exercise price of options; (c) grant to insiders (as a group), within a twelve (12) month period, an aggregate number of options exceeding ten percent (10%) of the Resulting Issuer’s issued Common Shares, calculated at the date the option is granted to the insider; (d) issue to any one optionee, within a twelve (12) month period, a number of Common Shares exceeding five percent (5%) of the Corporation’s Common Shares; (e) modify the maximum term of the options; or (f) modify the expiry and termination provisions applicable to options.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to approve the following ordinary resolution to approve the adoption of the Resulting Issuer Stock Option Plan:

“ BE IT RESOLVED , as an ordinary resolution of the Corporation’s shareholders, that:

1. Subject to acceptance by the TSX Venture Exchange (the “ TSXV ”) and conditional and effective only upon the completion of the Corporation’s qualifying transaction, the stock option plan of the Corporation (the “ Option Plan ”) substantially as appended to Schedule “B” of the management information circular of the Corporation, dated November 6, 2020 (the “ Circular ”) be and hereby is approved and adopted as the incentive stock option plan of the Corporation with such modifications, if any, as may be required by any stock exchange upon which the shares of the Corporation may be listed or may trade from time to time.

2. It is hereby approved that the Option Plan shall take effect upon the successful completion of the Qualifying Transaction, evidenced by the Final Exchange Bulletin (as defined in Policy 2.4 of the TSXV Corporate Finance Manual) issued by the TSXV providing final acceptance of the Qualifying Transaction (as defined in the Circular).

3. The board of directors of the Corporation be and is hereby authorized, in its discretion, to administer the Option Plan and to amend or modify the Option Plan in accordance with its terms and conditions to the extent needed to reflect changes acquired by securities regulatory agencies or stock exchanges or so as to meet industry standards.

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

5. Any officer or director of the Corporation be and is hereby authorized to do all such acts and execute and file all instruments and documents necessary or desirable to carry out this resolution, including making appropriate filings with regulatory authorities, including any applicable stock exchange.”

It is the intention of the management designees, if named as proxy, to vote FOR the approval of the ordinary resolution adopting the Resulting Issuer Stock Option Plan as set forth above and therein, unless the Shareholder has specified in its proxy that its Common Shares are to be voted against the approval of the Resulting Issuer Stock Option Plan. To be adopted, this resolution is required to be passed by the affirmative vote of a majority of the votes cast at the Meeting.

Upon completion of the Qualifying Transaction, it is anticipated that the Resulting Issuer Stock Option Plan will replace the Legacy Stock Option Plan.

The Board recommends that Shareholders vote in favour of the approval of the Resulting Issuer Stock Option Plan.

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H. Consolidation of Common Shares

In connection with the Qualifying Transaction, Shareholders will be asked to consider and, if deemed advisable, to pass an ordinary resolution approving the consolidation of the Corporation’s issued and outstanding Common Shares (the “ Consolidation Resolution ”). In connection with the Qualifying Transaction, the Corporation intends to consolidate its issued and outstanding Common Shares (the “ Consolidation ”) in order to better align the value of each post-Consolidation Common Share to the value of each WeCommerce Share. Subject to obtaining all required regulatory and Shareholder approvals, the Corporation’s issued and outstanding Common Shares will be consolidated on a basis of up to thirty-seven (37) pre-Consolidation Common Shares for one post-Consolidation Common Share (the “ Maximum Consolidation Ratio ”), as determined by the Board, in its sole discretion.

If Shareholder approval of the Consolidation is obtained, the Consolidation will take place following the Meeting at such time as the Board may determine, but, in any case, it is expected the Board will proceed with the Consolidation prior to effecting the Qualifying Transaction, but only if all conditions precedent to the Qualifying Transaction are reasonably expected to be satisfied or waived.

Effects of the Consolidation

If approved and implemented, all of the Common Shares will be consolidated and all holders of the Common Shares will be affected equally. In addition, there may be a minimal effect on a Shareholder’s percentage ownership interest in the Corporation resulting from the proposed treatment of fractional Common Shares. Each Common Share outstanding post-Consolidation will be entitled to one (1) vote at each meeting of Shareholders. The principal effects of the Consolidation will be that: (a) assuming the Maximum Consolidation Ratio, the number of Common Shares issued and outstanding will be reduced from 7,923,500 Common Shares as of the date hereof to approximately 214,149 post-Consolidation Common Shares; and (b) the exercise or conversion price and/or the number of Common Shares issuable under any of the Corporation’s outstanding convertible securities, stock options and warrants will be proportionally adjusted upon the Consolidation based on the applicable Consolidation ratio.

Risks of Consolidation

The Consolidation may result in some Shareholders owning “odd lots” of less than one hundred (100) postConsolidation Common Shares. Odd lots may be more difficult to sell, or require greater transaction costs per share to sell, than shares in “board lots” of even multiples of one hundred (100) Common Shares.

No fractional Common Shares will be issued. If, as a result of the Consolidation, a Shareholder would otherwise be entitled to a fractional Common Share, such fractional Common Share that is less than 1/2 of one post-Consolidation Common Share will be cancelled and each fractional Common Share that is at least 1/2 of one post-Consolidation Common Share will be rounded up to one whole post-Consolidation Common Share.

Effect on Registered Holders

The implementation of the Consolidation, following the obtaining of Shareholder approval and all necessary regulatory approvals, including the acceptance of TSXV, will require Registered Holders to exchange their share certificates for new certificates. When applicable, Registered Holders will be sent a letter of transmittal which will detail the instructions for the exchange of share certificates. The transfer agent will send to each Registered Holder who has sent the required documents a new share certificate representing the number of post-Consolidation Common Shares to which the Shareholder is entitled. Until surrendered, each share certificate representing pre-Consolidation Common Shares will be deemed for all purposes to represent the number of whole post-Consolidation Common Shares to which the Shareholder is entitled as a result of the Consolidation. If a Registered Holder would otherwise be entitled to receive a fractional share, such fractional share shall be treated in the manner described above. Share certificates deposited into brokerage accounts after the implementation of the Consolidation will also be adjusted by the Consolidation ratio.

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Effect on Non-Registered Holders

Non-Registered Holders holding their Common Shares through an Intermediary should note that such Intermediary may have different procedures for processing the Consolidation than those that will be put in place by the Corporation for Registered Holders. If you are a Non-Registered Holder and you have questions or concerns in this regard, you are encouraged to contact your Intermediary.

Effect on Common Shares Held in Book-Entry Form

Certain Non-Registered Holders may own Common Shares in book-entry form. Non-Registered Holders will not have share certificates evidencing their ownership of such Common Shares and therefore do not need to take any additional actions to exchange their pre-Consolidation book-entry Common Shares, if any, for post-Consolidation Common Shares. Upon the effective date of the Consolidation, each then existing book-entry account will be adjusted to reflect the number of post-Consolidation Common Shares to which the Non-Registered Holder is entitled in accordance with the Consolidation ratio.

Effect on Convertible Securities and Stock Options

The exercise or conversion price and/or the number of Common Shares issuable under any outstanding convertible securities and outstanding stock options will be proportionally adjusted upon the implementation of the Consolidation, in accordance with the terms of such securities, based on the Consolidation ratio.

To effect the Consolidation, the Corporation is required, pursuant to Section 54 of the BCBCA, to obtain approval by not less than a majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting in respect of the Consolidation Resolution.

Accordingly, at the Meeting, the Shareholders will be asked to approve the following Consolidation Resolution:

“BE IT RESOLVED , as an ordinary resolution of the Corporation’s shareholders, that:

1. The issued share capital of the Corporation be altered at a date to be determined by the board of directors of the Corporation by consolidating all of the issued and outstanding class A common shares (the “ Consolidation ”) on the basis of up to thirty-seven (37) pre-Consolidation class A common shares of the Corporation for one (1) post-Consolidation class A common share, with the exact Consolidation ratio to be determined by the board of directors of the Corporation, in its sole discretion;

2. Each post-Consolidation fractional class A common shares that is less than 1/2 of one postConsolidation class A common share will be cancelled and each fractional class A common share that is at least 1/2 of one post-Consolidation class A common share will be rounded up to one whole post-Consolidation class A common share.

3. The directors of the Corporation, in their sole and complete discretion, may act upon this ordinary resolution to effect the Consolidation and to determine the actual Consolidation ratio, or if deemed appropriate and without any further approval from the shareholders of the Corporation, may choose not to act upon this ordinary resolution notwithstanding shareholder approval of the Consolidation.

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

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It is the intention of the management designees, if named as proxy, to vote FOR the approval of the Consolidation Resolution, unless the Shareholder has specified in its proxy that its Common Shares are to be voted against the approval of the Consolidation Resolution. In order for the vote to be effective, the Consolidation Resolution must be approved by the affirmative vote of a majority of the votes cast at the Meeting for this resolution.

The Board recommends that Shareholders vote FOR the Consolidation Resolution.

I. Other Matters

Management of the Corporation knows of no other matters to be submitted to 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 Common Shares they represent in accordance with their judgement on such matters.

STATEMENT OF EXECUTIVE COMPENSATION

The following disclosure of compensation earned by certain executive officers and directors of the Corporation in connection with their office or employment with the Corporation is made in accordance with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations . Disclosure is required to be made in relation to “Named Executive Officers”, being those individuals who served as the Chief Executive Officer, Chief Financial Officer and each of the Corporation's three most highly compensated executive officers, other than the Chief Executive Officer and Chief Financial Officer, whose total compensation was, individually, more than $150,000 for the financial year.

Compensation Discussion and Analysis

All capitalized terms used herein shall have the meaning ascribed thereto in the CPC Policy, unless otherwise defined herein. Section 8.1 of the CPC Policy states that until the completion of a Qualifying Transaction, no payment of any kind may be made, directly or indirectly, by a CPC to a Non-Arm’s Length Party of the CPC or a Non-Arm’s Length Party to a Qualifying Transaction, or to any person engaged in Investor Relations Activities in respect of the CPC or the securities of the CPC or any Resulting Issuer by any means including, (a) remuneration, which includes, but is not limited to: salaries, consulting fees, management contract fees or directors’ fees, finder’s fees, loans, advances, bonuses; and (b) deposits and similar payments.

The only compensation that is permitted to the directors, officers, employees and consultants of the Corporation, so long as it is a CPC, is the granting of incentive stock options. The objective and purpose of any incentive stock options is to encourage the Corporation's officers and directors to find a Qualifying Transaction that is in the best interest of the Shareholders. If a Qualifying Transaction is not successfully completed, or if one is completed that does not increase the value of the Common Shares during the term of the incentive stock option, the directors and officers will receive no benefit, or very little benefit, from any incentive stock options. The Corporation has reserved 792,350 Common Shares for stock options issued to its directors and officers. See “Stock Option Plan”.

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

A Non-Arm’s Length Party under TSXV Policy 1.1 – Interpretation (“ Policy 1.1 ”) in relation to the Corporation, includes: a Promoter, officer, director, other Insider or Control Person of the Corporation and

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any Associates or Affiliates of any such persons; or another entity or an Affiliate of that entity, if that entity or its Affiliate have the same Promoter, officer, director, Insider or Control Person as the Corporation. The foregoing capitalized terms not otherwise defined herein are defined in Policy 1.1.

Director and Named Executive Officer Compensation

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

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

For the most recently completed financial year, the named executive officers of the Corporation were: (i) Bryant Pike – Chief Executive Officer (the “ CEO ”); and (ii) Greg Louis – Chief Financial Officer (the “ CFO ”) (collectively, the “ Named Executive Officers ”).

Compensation Securities

The officers and directors of the Corporation have been granted a total of 792,350 options, each option exercisable into one Common Share at an exercise price of $0.10 per Common Share and expiring on December 3, 2024. The following table sets out all compensation securities granted or issued to each director and Named Executive Officer by the Corporation:

Name and position	Type	Number of	Date	Issue,	Closing	Closing price of	Expiry date
	of	compensation	of issue	conversion or	price of	security or
	compensati	securities,	or grant	exercise price	security or	underlying
	on security	number of		($)	underlying	security at year
		underlying			security on	end
		securities, and			date of grant	($)
		percentage of class			($)
Bryant Pike Chief Executive Officer and Director	Stock Option	154,190 (19.5%)	December 3, 2019	$0.10	$0.10	$0.07	December 3, 2024
Greg Louis Chief Financial Officer	Stock Option	76,910 (9.7%)	December 3, 2019	$0.10	$0.10	$0.07	December 3, 2024
Craig Graham Director	Stock Option	154,190 (19.5%)	December 3, 2019	$0.10	$0.10	$0.07	December 3, 2024
Larry Nevsky Director	Stock Option	154,190 (19.5%)	December 3, 2019	$0.10	$0.10	$0.07	December 3, 2024
Kris Miks Director	Stock Option	154,190 (19.5%)	December 3, 2019	$0.10	$0.10	$0.07	December 3, 2024

Exercise of Compensation Securities by Directors and Named Executive Officers

No director or Named Executive Officer exercised any compensation securities, being solely comprised of options, during the most recently completed financial year.

Securities Authorized for Issuance Under Equity Compensation Plans

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As at the end of the Corporation’s most recently completed financial year, the following Common Shares were authorized for issuance under equity compensation plans:

			Number of securities
			remaining available for
	Number of securities to be	Weighted-average exercise	future issuance under
	issued upon exercise of	price of outstanding	equity compensation plans
	outstanding options,	options, warrants and	(excluding securities
	warrants and rights	rights	reflected in column(a))
Equity compensation plans approved bysecurityholders	Nil	N/A	Nil
Equity compensation plans not approved by securityholders	792,350	$0.10	Nil
Total	792,350		Nil

Stock Option Plan

The Corporation adopted the Legacy Option Plan on August 9, 2019 and amended the plan on September 17, 2019. The Legacy Option Plan permits the Board to grant options to purchase up to ten percent (10%) of the issued number of Common Shares outstanding at the date of the grant. As of the date hereof, the Legacy Option Plan is the Corporation’s only equity compensation plan. As of the date hereof, the Corporation has granted 792,350 options to purchase 792,350 Common Shares.

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

Options may be exercisable for up to ten (10) years from the date of grant, but the Board has the discretion to grant options that are exercisable for a shorter period. Unless otherwise determined by the Board every option awarded will be subject to certain vesting provisions in accordance with the terms of the Legacy Option Plan. Options under the Legacy Option Plan are non-assignable. Options may be exercised at the greater of twelve (12) months after the completion of a Qualifying Transaction and ninety (90) days following cessation of the optionee's position with the Corporation, provided that if the cessation of office, directorship, or technical consulting arrangement was by reason of death, the option may be exercised within a maximum period of one (1) year after such death, subject to the expiry date of such option. In the event an optionee is terminated for cause, any outstanding options granted to such optionee will be automatically terminated on the date of cessation of the optionee's position with the Corporation. In the event an optionee retires, resigns or is terminated for other than cause, any outstanding options granted to such optionee may be exercised for a period of up to one (1) year (or until the normal expiry date of the options, if earlier) following cessation of the optionee's position with the Corporation. In the event an optionee becomes disabled and is unable to continue in their position with the Corporation, any outstanding options granted to such optionee may be exercised for a period of up to one (1) year (or until the normal expiry date of the options, if earlier) following cessation of the optionee's position with the Corporation due to the disability. In the event of death

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of an optionee, any outstanding options granted to such optionee may be exercised within a maximum period of one (1) year after such death, subject to the expiry date of such option. In the event that the optionee is engaged to provide Investor Relations Activities (as defined in the policies of the TSX-V) and such optionee ceases to be so engaged, other than by reason of death, the expiry date of the option will not exceed the thirtieth (30[th] ) day following the termination date.

Employment, Consulting and Management Agreements

The Corporation does not currently have employment, consulting or management agreements with its Named Executive Officers or directors. In the event that the Qualifying Transaction is completed, please see the Filing Statement for more information.

Pension and Other Benefit Plans

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

Termination of Employment, Change in Responsibilities and Employment Contracts

The Corporation does not have any plan, contract or arrangement, compensatory or otherwise: (a) regarding the employment of a Named Executive Officer, or (b) whereby a Named Executive Officer is entitled to receive a payment in the event of the Named Executive Officer’s resignation, retirement or employment, a change of control of the Corporation, or a change in the Named Executive Officer’s responsibilities following a change in control of the Corporation.

Other Compensation

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

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at the date of this Information Circular, there is no indebtedness outstanding of any current or former director, executive officer or employee of the Corporation or any of its subsidiaries which is owing to the Corporation or any of its subsidiaries or to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries, entered into in connection with a purchase of securities or otherwise

No individual is, or at any time during the most recently completed financial year of the Corporation was, a director or executive officer of the Corporation, and no proposed nominee for election as a director of the Corporation, or any associate of any such director, executive officer or proposed nominee: (a) is or at any time since the beginning of the most recently completed financial year of the Corporation has been, indebted to the Corporation or any of its subsidiaries, or (b) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year of the Corporation has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

CORPORATE GOVERNANCE

General

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

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Board of Directors

The Board is currently comprised of four (4) directors, three (3) of whom are independent and one (1) of whom who is not independent. Craig Graham, Larry Nevsky and Kris Miks are each independent in that they do not have a direct or indirect material relationship with the Corporation or one which could, in the view of the Board, be reasonably expected to interfere with the exercise of a member's independent judgement. Bryant Pike is an officer of the Corporation and is not considered to be independent.

Mandate of the Board of Directors

The sole business activity of the Corporation to date has been the identification of a potential Qualifying Transaction.

Position Descriptions

The Board has not developed written position descriptions for the Chairman or the Chair of the Audit Committee of the Board. While the Board has not developed a written position description for each such position, the Board delineates the roles and responsibilities for each such position through ongoing communications among Board members that occur with respect to such roles.

Orientation and Continuing Education

Board committee meetings are sometimes held at the Corporation’s offices and are combined with presentations by the Corporation’s management and employees to give the directors of the Corporation additional insight into the Corporation’s business. In addition, management of the Corporation makes itself available for discussion with all Board members.

Ethical Business Conduct

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

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management of the Corporation and the strategic direction and processes of the Board and the Audit Committee.

Board Committees

The Board has established the Audit Committee. Membership on the Audit Committee is through appointment by the Board.

AUDIT COMMITTEE

General

Under National Instrument 52-110 – Audit Committees (“ NI 52-110 ”), the Corporation is required to include in this Circular the disclosure required under Form 52-110F2 with respect to the Audit Committee, including the composition of the Audit Committee, the text of the Audit Committee charter (attached hereto as Schedule “C”), and the fees paid to the external auditor.

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Composition of the Audit Committee

The Audit Committee is currently comprised of Bryant Pike, Larry Nevsky and Craig Graham. Mr. Nevsky acts as Chair of the Audit Committee. Each of the three (3) members of the Audit Committee is financially literate and each of Mr. Nevsky and Mr. Graham are independent directors within the meaning of NI 52110. Mr. Pike is the CEO of the Corporation and as such is not independent. The Corporation is a “venture issuer” for the purposes of NI 52-110. As such, the Corporation is exempt from the requirement to have the Audit Committee comprised entirely of independent members.

Responsibilities of the Audit Committee

The Audit Committee is responsible for the oversight of financial reporting, internal controls and public disclosure documents. The Audit Committee also recommends the appointment of the Corporation's external auditors, reviews the annual audit plan and auditor compensation, approves non-audit services provided by the external auditor, reviews hiring policies regarding former staff and auditors and evaluates the risk management procedures and systems.

Relevant Education and Experience

Mr. Pike, age 41, is a CPA with over 15 years of financial experience. He currently serves as interim CFO for Hunter Technology Corp., a TSXV listed company. In addition, as an independent consultant, Mr. Pike provides other executive consulting services to various clients. Mr. Pike previously served as Chief Financial Officer and Senior Vice President of Corporate Development for Wow Unlimited Media Inc. (formerly Rainmaker Entertainment) from 2008 through 2017. He began his career as a chartered professional accountant specializing in the financial services and media and entertainment industries with Ernst & Young. Mr. Pike obtained a Bachelor of Commerce degree from the University of British Columbia.

Mr. Nevsky, age 40, is a partner at Dentons Canada LLP and a member of its national tax group. Mr. Nevsky regularly advises both domestic and international clients with respect to income and indirect tax matters arising from mergers and acquisitions, corporate reorganizations, with a particular focus on corporate finance transactions. Mr. Nevsky is also a Chartered Accountant, having received his CPA, CA designation from the Institute of Chartered Accountants of Ontario, and he is a member of the Chartered Professional Accountants of Canada.

Craig Graham, age 71, was a director of Wow Unlimited Media Inc. and previously served as Executive Chairman and Chief Executive Officer of Rainmaker Entertainment Inc. Mr. Graham consults with various private and public companies on financing and transaction related engagements. Mr. Graham has had a lengthy and successful career as an owner/operator in a wide variety of industries, and has been a board director on many public and private companies, and is a former Chairman of the Special Committee for Entertainment One and a former director of Diamond Estates Wines & Spirits Ltd.

Promoters

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

Audit Committee Oversight

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

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Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial period has the Corporation relied on the exemption in Section 2.4 of NI 52-110 ( De Minimis Non-audit Services ), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110. The Corporation is relying on the exemption provided in Section 6.1 of NI 52-110 as the Corporation is a “venture issuer”.

Audit Committee Charter

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

External Auditor Service Fees

The aggregate fees billed for professional services rendered by DMCL LLP for the fiscal year ended May 31, 2020 are as follows:

Fee Category	Year Ended May 31, 2020
Audit fees(1)	$7,000
Audit-related(2)	$3,500
Tax	Nil
All other fees	Nil
Total(3)	$10,500

Notes:

(1) Audit fees were for professional services rendered by the auditors for the audit of the Corporation's annual consolidated financial statements as well as services provided in connection with statutory and regulatory filings.

• (2) Audit-related fees are for services related to performance of limited procedures performed by the Corporation's auditors.

• (3) These fees only represent professional services rendered and do not include any out-of-pocket disbursements or fees associated with filings made on the Corporation's behalf. These additional costs are not material as compared to the total professional services fees for each year.

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

Other than as set forth herein, management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation's last financial year, or of any nominee for election as a director, or of any associate or affiliate of any such persons, in any matter to be acted upon at the Meeting other than the election of directors or the appointment of auditors. Certain directors and officers of the Corporation, and their affiliates, own or control, directly or indirectly, Common Shares. See “ Matters to be Acted Upon at the Meeting – Election of Directors ”. All of the directors and officers may receive options pursuant to the Legacy Option Plan. See “ Matters to be Acted Upon at the Meeting – Ratification of Legacy Stock Option Plan ”.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person or any proposed director of the Corporation, or any of the associates or affiliates of those persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which has, in either case, materially affected or would materially affect the Corporation or any of its subsidiaries.

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For the purposes of the above, “informed person” means: (a) a director or executive officer of the Corporation; (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Corporation; (c) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Corporation or a combination of both carrying more than ten percent (10%) of the voting rights attached to all outstanding voting securities of the Corporation other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Corporation after having purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

REGISTRAR AND TRANSFER AGENT

Computershare is the transfer agent and registrar of the Corporation at its principal offices in Vancouver, British Columbia and Toronto, Ontario.

MANAGEMENT CONTRACTS

Management functions of the Corporation are performed by the directors and executive officers of the Corporation and are not to any substantial degree performed by any other person. The Corporation has not entered into employment and consulting agreements with certain of their respective officers. In the event that the Qualifying Transaction is completed, please see the Filing Statement for more information.

GENERAL

All matters referred to herein for approval by the Shareholders require a majority of the votes cast by Shareholders at the Meeting, through the teleconference platform or represented by proxy at the Meeting. The contents and the sending of this Information Circular have been approved by the Board of the Corporation.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is filed under the Corporation’s profile on SEDAR at www.sedar.com. Financial information relating to the Corporation is provided in the Corporation's annual Financial Statements for the fiscal year ended May 31, 2020, the report of the auditors thereon and the accompanying management's discussion and analysis (“ MD&A ”). Securityholders of the Corporation may request a copy of such Financial Statements and MD&A by contacting the Corporation by email at monica.wong@nortonrosefulbright.com or by telephone number: 416 863-4384. Copies of documents will be provided free of charge to securityholders of the Corporation who request copies of such documents. The Corporation may require the payment of a reasonable charge from any person or company who is not a securityholder of the Corporation, who requests a copy of any such document.

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SCHEDULE “A”

LEGACY OPTION PLAN

(Please see attached)

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STOCK OPTION PLAN OF BRACHIUM CAPITAL CORP.

1. Purpose

The purpose of the Stock Option Plan (the “ Plan ”) of Brachium Capital Corp., a corporation incorporated under the Business Corporations Act (British Columbia) (the “ Corporation ”) is to advance the interests of the Corporation by encouraging the directors, officers, employees and consultants of the Corporation, and of its subsidiaries and affiliates, if any, to acquire common shares in the share capital of the Corporation (the “ Shares ”), thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs.

2. Administration

The Plan shall be administered by the Board of Directors of the Corporation or by a special committee of the directors appointed from time to time by the Board of Directors of the Corporation pursuant to rules of procedure fixed by the Board of Directors (such committee or, if no such committee is appointed, the Board of Directors of the Corporation, is hereinafter referred to as the “ Board ”). A majority of the Board shall constitute a quorum, and the acts of a majority of the directors present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the directors.

Subject to the provisions of the Plan, the Board shall have authority to construe and interpret the Plan and all option agreements entered into thereunder, to define the terms used in the Plan and in all option agreements entered into thereunder, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations necessary or advisable for the administration of the Plan. All determinations and interpretations made by the Board shall be binding and conclusive on all participants in the Plan and on their legal personal representatives and beneficiaries.

Each option granted hereunder may be evidenced by an agreement in writing, signed on behalf of the Corporation and by the optionee, in such form as the Board shall approve. Each such agreement shall recite that it is subject to the provisions of this Plan.

3. Stock Exchange Rules

All options granted pursuant to this Plan shall be subject to rules and policies of any stock exchange or exchanges on which the common shares of the Corporation are then listed and any other regulatory body having jurisdiction hereinafter (hereinafter collectively referred to as, the “ Exchange ”). It is the intention of the Corporation that this Plan will at all times be in compliance with the policies of the TSX Venture Exchange (the “ Policies ”) and any inconsistencies between this Plan and the Policies will be resolved in favour of the latter.

4. Shares Subject to Plan

Subject to adjustment as provided in Section 15 hereof, the shares to be offered under the Plan (the “ Shares ”) shall consist of common shares of the Corporation’s authorized but unissued common shares. Prior to completion of a “Qualifying Transaction” (as defined in the Policies) or otherwise accepted by the TSX Venture Exchange, during the time that the Corporation is a “Capital Pool Company” (as defined in

40963205_1|NATDOCS

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Policy 2.4 of the Exchange), the aggregate number of Shares issuable upon the exercise of all options granted under the Plan shall not exceed 10% of the common shares of the Corporation issued and outstanding at the closing of the Corporation’s initial public offering. Upon completion of a Qualifying Transaction, the aggregate number of Shares issuable upon the exercise of all options granted under the Plan shall not exceed 10% of the issued and outstanding common shares of the Corporation from time to time. If any option granted hereunder shall expire or terminate for any reason in accordance with the terms of the Plan without being exercised, the unpurchased Shares subject thereto shall again be available for the purpose of this Plan.

5. Maintenance of Sufficient Capital

The Corporation shall at all times during the term of the Plan reserve and keep available such numbers of Shares as will be sufficient to satisfy the requirements of the Plan.

6. Eligibility and Participation

• (a) Prior to the closing of the Qualifying Transaction, directors and officers of the Corporation and where permitted by Securities Laws (as such term is defined in the policies of the TSXV Venture Exchange (the “ Policies ”)), a technical consultant whose particular industry expertise in relation to the business of the Vendors or the Target Company (as such terms are defined in the Policies), as the case may be, is required to evaluate the proposed Qualifying Transaction shall be eligible for selection to participate in the Plan

• (b) Following the closing of the Qualifying Transaction, directors, officers, consultants, employees of the Corporation or its subsidiaries, and employees of a person or company which provides management services to the Corporation or its subsidiaries (“ Management Company Employees ”) shall be eligible for selection to participate in the Plan.

(collectively, such persons hereinafter collectively referred to as “ Participants ”).

Subject to compliance with applicable requirements of the Exchange, Participants may elect to hold options granted to them in an incorporated entity wholly owned by them and such entity shall be bound by the Plan in the same manner as if the options were held by the Participant.

Subject to the terms hereof, the Board shall determine to whom options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted and vested, and the number of Shares to be subject to each option. In the case of employees or consultants of the Corporation or Management Company Employees, the option agreements to which they are party must contain a representation of the Corporation that such employee, consultant or Management Company Employee, as the case may be, is a bona fide employee, consultant or Management Company Employee of the Corporation or its subsidiaries.

A Participant who has been granted an option may, if such Participant is otherwise eligible, and if permitted under the policies of the Exchange, be granted an additional option or options if the Board shall so determine.

No options granted under the Plan may be exercised before the completion of the Qualifying Transaction unless the optionee agrees in writing to deposit the Shares acquired into escrow until the issuance of the Final Exchange Bulletin (as defined in the Policies).

• 3 -

7. Exercise Price

• (a) The exercise price of the Shares subject to each option shall be determined by the Board, subject to applicable Exchange approval, at the time any option is granted. In no event shall such exercise price be lower than the exercise price permitted by the Exchange. For certainty, prior to the completion of the Qualifying Transaction, the exercise price per Share cannot be less than the greater of: (i) the price per share in the Corporation’s initial public offering; and (ii) the Discounted Market Price (as defined in the Policies).

• (b) The Corporation will be required to obtain approval by a majority of the votes cast by all of the Corporation’s shareholders at a duly constituted meeting, excluding votes attached to the common shares of the Corporation beneficially owned by Insiders (as such term is defined in the Policies) or as defined in securities legislation applicable to the Corporation) who are Participants (“ Disinterested Shareholder Approval ”) prior to any reduction in the exercise price of any option to purchase Shares previously granted to an Insider.

8. Number of Optioned Shares

• (a) The number of Shares subject to an option granted to any one Participant shall be determined by the Board, but no one Participant shall be granted an option which exceeds the maximum number permitted by the Exchange.

• (b) (i) Prior to the completion of the Qualifying transaction, (A) no single Participant may be granted options to purchase a number of Shares equalling more than 5%; and (B) no Participant who is a technical consultants may be granted options to purchase a number of Shares equalling more than 2%, of the common shares of the Corporation issued and outstanding at the closing of the Corporation’s initial public offering; and (ii) following the completion of the Qualifying Transaction, no single Participant may be granted options to purchase a number of Shares equalling more than 5% of the issued common shares of the Corporation in any twelve-month period unless the Corporation has obtained disinterested shareholder approval in respect of such grant and meets applicable Exchange requirements.

• (c) Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares of the Corporation in any twelve-month period to any one consultant of the Corporation (or any of its subsidiaries).

• (d) Prior to the completion of the Qualifying Transaction, no Options may be granted to any persons providing investors relations activities, promotional or market-making services. Following completion of the Qualifying Transaction, Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares of the Corporation in any twelve month period to persons employed to provide investor relation activities. Options granted to consultants performing investor relations activities will contain vesting provisions such that vesting occurs over at least 12 months with no more than ¼ of the options vesting in any 3 month period.

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9. Duration of Option

Each option and all rights thereunder shall be expressed to expire on the date set out in the option agreement and shall be subject to earlier termination as provided in Sections 11 and 12, provided that in no circumstances shall the duration of an option exceed the maximum term permitted by the Exchange, being 10 years for the TSX Venture Exchange.

10. Option Period, Consideration and Payment

• (a) The option period shall be a period of time fixed by the Board not to exceed the maximum term permitted by the Exchange, provided that the option period shall be reduced with respect to any option as provided in Sections 11 and 12 covering cessation as a director, officer, consultant, employee or Management Company Employee of the Corporation or its subsidiaries, or death of the Participant.

• (b) Subject to any vesting restrictions imposed by the Exchange, the Board may, in its sole discretion, determine the time during which options shall vest and the method of vesting, or that no vesting restriction shall exist.

• (c) Subject to any vesting restrictions imposed by the Board, options may be exercised in whole or in part at any time and from time to time during the option period.

• (d) Except as set forth in Sections 11 and 12, no option may be exercised unless the Participant is at the time of such exercise a director, officer, consultant, or employee of the Corporation or any of its subsidiaries, or a Management Company Employee of the Corporation or any of its subsidiaries.

• (e) The exercise of any option will be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Shares with respect to which the option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Shares with respect to which the option is exercised. No Participant or his, her or its legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any common shares of the Corporation unless and until the certificates for Shares issuable pursuant to options under the Plan are issued to him, her or it under the terms of the Plan.

11. Ceasing To Be a Director, Officer, Consultant or Employee

• (a) Subject to subsection (b), if a Participant shall cease to be a director, officer, consultant, employee of the Corporation, or its subsidiaries, or ceases to be a Management Company Employee, for any reason (other than death), such Participant may exercise his, her or its option to the extent that the Participant was entitled to exercise it at the date of such cessation, provided that such exercise must occur within 90 days after the Participant ceases to be a director, officer, consultant, employee or a Management Company Employee, unless such Participant was engaged in investor relations activities, in which case such exercise must occur within 30 days after the cessation of the Participant’s services to the Corporation.

• (b) If the Participant does not continue to be a director, officer, consultant, employee of the Resulting Issuer (as such term is defined in the Policy) upon completion of the

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Corporation’s Qualifying Transaction (as such terms are defined in the policies of the Exchange), the options granted hereunder must be exercised by the Participant within the later of (i) 12 months after completion of the Qualifying Transaction; and (ii) 90 days after the Participant ceases to be a director, officer, consultant or employee of the Resulting Issuer.

• (c) Nothing contained in the Plan, nor in any option granted pursuant to the Plan, shall as such confer upon any Participant any right with respect to continuance as a director, officer, consultant, employee or Management Company Employee of the Corporation or of any of its subsidiaries or affiliates.

12. Death of Participant

Notwithstanding section 11, in the event of the death of a Participant, the option previously granted to him or her shall be exercisable only within the one (1) year after such death and then only:

• (a) by the person or persons to whom the Participant's rights under the option shall pass by the Participant’s will or the laws of descent and distribution; and

• (b) if and to the extent that such Participant was entitled to exercise the option at the date of his or her death.

13. Rights of Optionee

No person entitled to exercise any option granted under the Plan shall have any of the rights or privileges of a shareholder of the Corporation in respect of any Shares issuable upon exercise of such option until such exercised Shares are recorded on the Corporation’s register as being issued and outstanding.

14. Extension of Options Expiring During Blackout Period

Should the expiry date for an Option fall within a blackout period, or within nine (9) business days following the expiration of a blackout period, such expiry date shall be automatically extended without any further act or formality to that day which is the tenth (10th) business day after the end of the blackout period, such tenth business day to be considered the expiry date for such Option for all purposes under the Plan. Notwithstanding Section 2, the tenth business day period may not be extended by the Board.

15. Adjustments

If the outstanding common shares of the Corporation are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Corporation or another corporation or entity through re-organization, merger, re-capitalization, re-classification, stock dividend, subdivision or consolidation, any adjustments relating to the Shares optioned or issued on exercise of options and the exercise price per Share as set forth in the respective stock option agreements shall be made in accordance to the terms of such agreements.

Adjustments under this Section shall be made by the Board whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional Share shall be required to be issued under the Plan on any such adjustment.

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16. Transferability

All benefits, rights and options accruing to any Participant in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein or the extent, if any, permitted by the Exchange. During the lifetime of a Participant any benefits, rights and options may only be exercised by the Participant.

17. Amendment and Termination of Plan

Subject to the policies, rules and regulations of any lawful authority having jurisdiction (including any exchange on which the Common Shares are listed for trading), the Board may at any time, without further action by the shareholders, amend the Plan or any option granted hereunder in such respects as it may consider advisable and, without limiting the generality of the foregoing, it may do so to ensure that options granted hereunder will comply with any provisions respecting stock options in the income tax or other laws in force in any country or jurisdiction of which a person to whom an option has been granted may from time to time be resident or citizen or the Board may at any time, without action by shareholders, terminate the Plan. The Board may not, however, without the consent of the option holder, alter or impair any of the rights or obligations under any option theretofore granted.

18. Necessary Approvals

The ability of a Participant to exercise options and the obligation of the Corporation to issue and deliver Shares in accordance with the Plan is subject to any approvals which may be required from shareholders of the Corporation and any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If any Shares cannot be issued to any Participant for whatever reason, the obligation of the Corporation to issue such Shares shall terminate and any option exercise price paid to the Corporation will be returned to the Participant.

19. Withholding Taxes

The Corporation’s obligation to deliver Shares issuable on the exercise of an option shall be subject to a Participant’s satisfaction of all applicable income, employment and non-resident withholding tax obligations. Without limiting the generality of the foregoing, if the Corporation determines in its sole discretion that under the requirements of applicable taxation laws or regulations of any governmental authority whatsoever it is obliged to withhold for remittance to a taxing authority any amount upon exercise of an option, the Corporation may take any steps it considers necessary or appropriate in the circumstances to withhold in connection with any option or other benefit under the Plan including, without limiting the generality of the foregoing:

• (a) requiring the Participant exercising the option to pay the Corporation, in the same manner as the exercise price for the Shares issuable on exercise of an option, such amount as the Corporation is obliged to remit to such taxing authority in respect of the exercise of the option, with any such additional payment, in any event, being due no later than the date as of which any amount with respect to the option exercised first becomes included in the gross income of the Participant for tax purposes;

• (b) issuing the Shares issuable on the exercise of an option to an agent on behalf of the Participant and directing the agent to sell a sufficient number of such Shares on behalf of

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the Participant to satisfy the amount of any such withholding obligation, with the agent paying the proceeds of any such sale to the Corporation for this purpose; and

• (c) to the extent permitted by law, deducting the amount of any such withholding obligation from any payment of any kind otherwise due to the Participant.

20. Effective Date of Plan

The Plan has been adopted by the Board of the Corporation subject to the approval of the Exchange and, if so approved, subject to the discretion of the Board, the Plan shall become effective upon such approvals being obtained.

21. Interpretation

The Plan will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

SCHEDULE “B”

RESULTING ISSUER STOCK OPTION PLAN

(Please see attached)

CAN_DMS: \136063744\7

WECOMMERCE HOLDINGS LTD.

STOCK OPTION PLAN

STOCK OPTION PLAN

ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

As used herein, unless there is something in the subject matter or context inconsistent therewith, the following terms will have the meanings set forth below:

• (a) “ Administrator ” means, initially, the Chief Financial Officer of the Company and thereafter will mean such director or other senior officer or employee of the Company as may be designated as Administrator by the Board from time to time.

• (b) “ Affiliate ” has the meaning given to such term in Business Corporations Act (British Columbia).

• (c) “ Award Date ” means the date on which the Board awards a particular Option.

• (d) “ Blackout Period ” means that period during which a trading black-out is imposed by the Company to restrict trades in the Company’s securities.

• (e) “ Board ” means the board of directors of the Company, or any committee thereof to which the board of directors of the Company has delegated the power to administer and grant Options under the Plan.

• (f) “ Cause ” means:

• (i) in the case of an Employee (1) cause as such term is defined in the written employment agreement with the Employee or if there is no written employment agreement or cause is not defined therein, the usual meaning of just cause under the common law or the laws of the jurisdiction in which the employee is employed; or (2) the termination of employment as a result of an order made by any Regulatory Authority having jurisdiction to so order;

• (ii) in the case of a Consultant (1) the occurrence of any event which, under the written consulting contract with the Consultant or the common law or the laws of the jurisdiction in which the consultant provides services, gives the Company or any of its affiliates the right to immediately terminate the consulting contract; or (2) the termination of the consulting contract as a result of an order made by any Regulatory Authority having jurisdiction to so order;

• (iii) in the case of a Director, ceasing to be a Director as a result of (1) ceasing to be qualified to act as a director of a company under section 128 of the Business Corporations Act (British Columbia) or equivalent provisions in any replacement legislation; (2) a resolution having been passed under

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section 128(3) of the Business Corporations Act (British Columbia) or equivalent provisions in any replacement legislation; or (3) an order made by any Regulatory Authority having jurisdiction to so order; or

• (iv) in the case of an Officer, ceasing to be an Officer as a result of an order made by any Regulatory Authority having jurisdiction to so order.

• (g) “ Change of Control ” means the occurrence of any of the following events:

• (i) the Company sells, leases or otherwise disposes of all or substantially all of its assets and undertaking to a Person or a combination of Persons at arm's length to the Company and its affiliates, whether pursuant to one or more transactions;

• (ii) the Company amalgamates or enters into a plan of arrangement with another company at arm's length to the Company and its affiliates, other than an amalgamation or plan of arrangement that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or resulting entity) more than 50% of the combined voting power of the surviving or resulting entity outstanding immediately after such amalgamation or plan of arrangement;

• (iii) any Person or combination of Persons at arm's length to the Company and its affiliates acquires or becomes the beneficial owner of, directly or indirectly, more than 50% of the voting securities of the Company, whether through the acquisition of previously issued and outstanding voting securities, or of voting securities that have not been previously issued, or any combination thereof, or any other transaction having a similar effect; or

• (iv) any resolution is passed or any action or proceeding is taken with respect to the liquidation, dissolution or winding-up of the Company.

• (h) “ Code ” has the meaning given to that term under Section 3.12.

• (i) “ Common Share ” or “ Common Shares ” means, as the case may be, one or more common shares in the capital of the Company.

• (j) “ Company ” means WeCommerce Holdings Ltd., a company incorporated under the laws of the Province of British Columbia.

• (k) “ Consultant ” means an individual or Company, other than an Employee, a Director or an Officer of the Company, that:

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• (i) is engaged to provide on a bona fide basis, consulting, technical, management or other services to the Company or an Affiliate, other than services provided in relation to a distribution;

• (ii) provides the services under a written contract between the Company or an Affiliate of the Company and the individual or the Consultant Company;

• (iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention to the affairs and business of the Company or an Affiliate; and

• (iv) has a relationship with the Company or an Affiliate that enables the individual to be knowledgeable about the business and affairs of the Company.

• (l) “ Consultant Company ” means for an individual Consultant, a company or partnership of which the individual is an employee or shareholder.

• (m) “ Director ” means any individual holding the office of director of the Company.

• (n) “ Disability ” means a medically determinable physical or mental impairment expected to result in death or to last for a continuous period of not less than 12 months which causes an individual to be unable to engage in any substantial gainful activity.

• (o) “ Disinterested Shareholder Approval ” means approval by a majority of the votes cast by the Company’s shareholders at a duly constituted shareholders meeting, excluding votes attached to the Common Shares beneficially owned by Insiders to whom Options may be granted under the Plan and their associates and affiliates;

• (p) “ Employee ” means

• (i) an individual who is considered an employee of the Company or its subsidiary under the Income Tax Act (Canada);

• (ii) an individual who works full-time for the Company or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source;

• (iii) an individual who works for the Company or its subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source; or

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• (iv) a Management Company Employee.

(q) “ Equity Securities ” means:

• (i) shares or any other security of the Company that carries the residual right to participate in the earnings of the Company and, on liquidation, dissolution or winding-up, in the assets of the Company, whether or not the security carries voting rights;

• (ii) any warrants, options or rights entitling the holders thereof to purchase or acquire any such securities; or

• (iii) any securities issued by the Company which are convertible or exchangeable into such securities.

• (r) “ Exchange ” means a stock exchange, inter-dealer quotation network or other organized trading facilities on which the Common Shares are listed and may include the TSXV or TSX, as applicable.

• (s) “ Exercise Notice ” means the notice respecting the exercise of an Option, in the form set out as Schedule B hereto, duly executed by the Optionee.

• (t) “ Exercise Period ” means the period during which a particular Option may be exercised and is the period from and including the Award Date through to and including the Expiry Date.

• (u) “ Exercise Price ” means the price at which an Option may be exercised as determined in accordance with Section 3.6.

• (v) “ Expiry Date ” means the expiry date of an Option as specified in the Option Certificate.

• (w)

• “ Guardian ” means the guardian, if any, appointed for an Optionee.

• (x) “ Insider ” has the meaning given to that term in the Securities Act (British Columbia).

• (y) “ Investor Relations Activities ” means any activities or oral or written communications, by or on behalf of the Company or shareholder of the Company, that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include:

• (i) the dissemination of information provided, or records prepared, in the ordinary course of business of the Company:

  • A. to promote the sale of products or services of the Company; or

  • B. to raise public awareness of the Company;

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that cannot reasonably be considered to promote the purchase or sale of securities of the Company;

• (ii) activities or communications necessary to comply with the requirements of:

  • A. applicable securities laws; and

  • B. Exchange requirements or the by-laws, rules or other regulatory instruments of any other self-regulatory body or Exchange having jurisdiction over the Company;

• (iii) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if:

  • A. the communication is only through the newspaper, magazine or publication; and

  • B. the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or

• (iv) activities or communications that may be otherwise specified by an Exchange.

• (z) “ ISO ” has the meaning given to that term under Section 3.12.

• (aa) “ Management Company Employee ” means an individual employed by a Person providing services to the Company, which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a Person engaged in Investor Relations Activities.

• (bb) “ Market Price ” of the Common Shares for a particular Award Date shall be determined as follows:

• (i) if the Common Shares are then listed on the Exchange, then the Market Price shall be the last daily closing price per Common Share on the Exchange on the trading day immediately preceding the Award Date and if there was no sale on the Exchange on such date, then the last sale prior thereto; and

• (ii) if the Common Shares are not listed on the Exchange, then the Market Price shall be, subject to the necessary approvals of the applicable Regulatory Authorities, the fair market value of the Common Shares on the Award Date as determined by the Board in its discretion, provided that with respect to establishing the Exercise Price of Options awarded to U.S.

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Participants, such determination by the Board of the fair market value will be made in accordance with the requirements of Section 409A of the Code.

• (cc) “ Offer ” has the meaning given to such term in Section 3.10(e).

• (dd) “ Officer ” means any individual who is serving as a duly appointed officer of the Company.

• (ee) “ Option ” means an option to acquire Common Shares, awarded to a Director, Officer, Employee or Consultant, including all options granted under the Plan or any prior version of the Plan or pursuant to individual option agreements.

• (ff) “ Option Certificate ” means the certificate, in the form set out as Schedule A hereto, evidencing an Option.

• (gg) “ Optionee ” means a Person to whom an Option has been granted hereunder.

• (hh) “ Person ” means any individual, partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, trust, trustee, executor, administrator, or other legal personal representatives, regulatory body or agency, government or governmental agency, authority or entity howsoever designated or constituted.

• (ii) “ Personal Representative ” means:

• (i) in the case of a deceased Optionee, the executor or administrator of the deceased duly appointed by law or by a court or public authority having jurisdiction to do so; and

• (ii) in the case of an Optionee who for any reason is unable to manage his or her affairs, the person entitled by law to act on behalf of such Optionee.

• (jj) “ Plan ” means this stock option plan.

• (kk) “ Qualified Successor ” means a Person who is entitled to ownership of an Option upon the death of an Optionee, pursuant to a will or the applicable laws of descent and distribution upon death.

• (ll) “ Regulatory Authorities ” means all stock exchanges, inter-dealer quotation networks and other organized trading facilities on which the Common Shares are listed and all securities commissions or similar securities regulatory bodies having jurisdiction over the Company.

(mm) “ Termination Date ” means:

• (i) in the case of the resignation of the Optionee’s employment or the termination of the Optionee’s consulting or service contract by the

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Optionee, the date that the Optionee provides notice of such resignation or termination to the Company; or

• (ii) in the case of the termination of the Optionee’s employment or consulting or service contract by the Company for any reason other than death or disability, the date that the Company delivers written notice of termination of the Optionee’s employment or consulting or service contract to the Optionee; or

• (iii) in the case of the expiry of a fixed-term employment or consulting or service contract that is not renewed or extended, the last day of the term.

• (nn) “ Transfer ” includes any sale, exchange, assignment, gift, bequest, disposition, mortgage, charge, pledge, encumbrance, grant of a security interest or other arrangement by which possession, legal title or beneficial ownership passes from one Person to another, or to the same Person in a different capacity, whether or not voluntarily and whether or not for value, and any agreement to effect any of the foregoing, including any sale or exchange pursuant to a plan of arrangement, merger, consolidation, acquisition or similar transaction; and the words “ Transferred ”, “ Transferring ” and similar words have corresponding meanings.

• (oo) “ TSX ” means the Toronto Stock Exchange.

• (pp) “ TSXV ” means the TSX Venture Exchange.

• (qq) “ U.S. Participant ” has the meaning given to that term under Section 3.12.

• (rr) “ Voting Securities ” shall mean any securities of the Company ordinarily carrying the right to vote at elections of directors and any securities immediately convertible into or exchangeable for such securities.

1.2 Choice of Law

The Plan is established under, and the provisions of the Plan will be subject to and interpreted and construed in accordance with, the laws of the Province of British Columbia.

1.3 Headings

The headings used herein are for convenience only and are not to affect the interpretation of the Plan.

ARTICLE 2

PURPOSE AND PARTICIPATION

2.1 Purpose

The purpose of the Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified Directors, Officers, Employees and Consultants, to reward such of

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those Directors, Officers, Employees and Consultants as may be awarded Options under the Plan by the Board from time to time for their contributions toward creating shareholder value through achievement of the short and long term goals of the Company.

2.2 Eligibility

The Board will, from time to time and in its sole discretion, determine those Directors, Officers, Employees and Consultants, if any, to whom Options are to be awarded. Further:

• (a) Options may be granted to any Employee, Officer, Director or Consultant of the Company or any Affiliate.

• (b) No Option shall be granted to any Optionee, and no Common Shares shall be issued upon the exercise of an Option, unless the Board has determined that the grant of such Option and the exercise thereof by the Optionee will not violate the applicable securities laws, including those of the jurisdiction in which the Optionee resides.

• (c) If the Company is subject to the policies of the TSXV, the number of grants which may be issuable under the Plan and all of the Company’s other securitybased compensation arrangements in existence from time to time on and after the effective date of the Plan, within any one-year period:

• (i) to any one Person, shall be no more than 5% of the issued and outstanding share capital of the Company, with the exception of a Consultant who may not receive grants of more than 2% of the issued and outstanding share capital of the Company; and

• (ii) to all Persons employed to conduct Investor Relations Activities, shall be no more than an aggregate of 2% of the number of issued and outstanding Common Shares in the capital of the Company at any one time.

• (d) If the Company is subject to the policies of the TSX, then the maximum number of Common Shares:

• (i) issued to Insiders of the Company, within any one year period; and

• (ii) issuable to Insiders of the Company, at any time,

under the Plan, or when combined with all of the Company’s other security based compensation arrangements, cannot exceed 10% of the Company’s total issued and outstanding securities.

2.3 Notification of Award

Following the approval by the Board of the awarding of an Option, the Administrator will notify the Optionee in writing of the award and will enclose with such notice the Option Certificate representing the Option so awarded.

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2.4 Copy of Plan

Each Optionee, concurrently with the notice of the award of the Option, will be provided with a copy of the Plan. A copy of any amendment to the Plan will be promptly provided by the Administrator to each Optionee.

2.5 Limitation

The Plan does not give any Optionee that is a Director or Officer the right to serve or continue to serve as a Director or Officer of the Company nor does it give any Optionee that is an Employee the right to be or to continue to be employed with the Company, nor does it give any Optionee that is a Consultant the right to have a consulting relationship with the Company or provide services to the Company.

ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS

3.1 Board to Issue Common Shares

The Common Shares to be issued to Optionees upon the exercise of Options will be authorized and unissued Common Shares the issuance of which will have been authorized by the Board. Upon the exercise of Options in accordance with the terms hereof, the Company will issue Common Shares to the applicable Optionees.

3.2 Number of Common Shares

Subject to adjustment as provided for in Section 3.10 hereof, the maximum number of Common Shares that will be available for Directors, Officers, Employees and Consultants to acquire pursuant to Options granted under this Plan will be 10% Common Shares of the Common Shares issued and outstanding on a non-diluted basis at the Award Date of the Options of which no more than 800,000 will be available for Employees to acquire pursuant to ISOs. Options which have expired, were exercised, cancelled or otherwise terminated for any reason shall be available for subsequent grants under the Plan.

3.3 Option Details

With respect to each Option to be granted to an Optionee, the Board shall specify the following terms in the Option between the Company and the Optionee:

• (a) the Award Date;

• (b) subject to Section 3.9, the term of the Option, provided that the Exercise Period shall in no event be greater than ten (10) years following the Award Date; however, if the Exercise Period is terminated during a Blackout Period, the Exercise Period shall be extended to the date that is ten (10) business days following the end of such Blackout Period (the “ Extension Period ”), provided that, if an additional Blackout Period is subsequently imposed by the Company during the Extension Period, then such Extension Period shall be deemed to

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commence following the end of such additional Blackout Period to enable the exercise of such Option within ten (10) business days following the end of the last imposed Blackout Period;

• (c) If Options are issued with an Exercise Price less than the Market Price, any share certificates issued pursuant to an exercise of the Option [within four months and one day after Award Date] will contain the following legend:

“Without prior written approval of TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until [four months and one day after the distribution date of the common shares].”

• (d) any vesting schedule contained in the Option Certificate upon which the exercise of the Option is contingent; provided that, subject to compliance with the rules and policies of all applicable Regulatory Authorities, the Board shall have complete discretion with respect to the terms of any such vesting schedule, including, without limitation, discretion to:

• (i) permit partial vesting in stated percentage amounts based on the term of such Option; and

• (ii) permit full vesting after a stated period of time has passed from the Award Date;

• (e) if the Optionee in respect of an Option grant is an Employee, Consultant or Management Company Employee a representation by the Company that the Optionee is a bona fide Employee, Consultant or Management Company Employee; and

• (f) such other terms and conditions as the Board deems advisable and are consistent with the purposes of this Plan.

3.4 Term of Option

An Optionee may exercise an Option in whole or in part at any time or from time to time during the Exercise Period. Any Option or part thereof not exercised within the Exercise Period will terminate and become null, void and of no effect as of 5:00 p.m. local time in Vancouver, British Columbia on the Expiry Date; provided that, if the Expiry Date occurs during a Blackout Period, the Expiry Date shall be extended to the date that is ten (10) business days following the end of such Blackout Period, provided that, if an additional Blackout Period is subsequently imposed by the Company during the Extension Period, then such Extension Period shall be deemed to commence following the end of such additional Blackout Period to enable the exercise of such Option within ten (10) business days following the end of the last imposed Blackout Period.

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3.5 Termination of Options

To the extent not earlier exercised or terminated in accordance with Section 3.9 hereof, an Option shall terminate at the earliest of the following dates:

• (a) the termination date specified for such Option in the Option Certificate; provided that, if the termination date occurs during a Blackout Period, such termination date shall be extended to the date that is ten (10) business days following the end of such Blackout Period, provided that, if an additional Blackout Period is subsequently imposed by the Company during the Extension Period, then such Extension Period shall be deemed to commence following the end of such additional Blackout Period to enable the exercise of such Option within ten (10) business days following the end of the last imposed Blackout Period;

• (b) where the Optionee's position as an Employee, Consultant, Director or Officer of the Company or any Affiliate is terminated for just cause, the date of such termination for just cause;

• (c) unless determined otherwise by the Board, where the Optionee's position as an Employee, Consultant, Officer or Director of the Company or any Affiliate terminates for a reason other than the Optionee's Disability, death, or termination for just cause, (i) on the Termination Date with respect to Options that have not vested as at such Termination Date, and (ii) 90 days after the Termination Date with respect to Options that have vested as at such Termination Date, provided that if an Optionee’s position with the Company changes from one of the said categories to another category, such change shall not constitute termination for the purpose of this subsection Error! Reference source not found. ; and

• (d) the date of any sale, Transfer, assignment or hypothecation, or any attempted sale, Transfer, assignment or hypothecation, of such Option in violation of Section 3.9 hereof.

3.6 Exercise Price

The price at which an Optionee may purchase a Common Share upon the exercise of an Option will be as set forth in the Option Certificate issued in respect of such Option and in any event will not be less than the Market Price. An Option shall not establish a minimum Exercise Price until such Option has been allocated to a Particular Person.

3.7 Reduction in Exercise Price

Disinterested Shareholder Approval will be obtained for any reduction in the Exercise Price of Options granted to Insiders, if the Optionee is an Insider of the Company at the time of such proposed reduction in Exercise Price.

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3.8 Additional Terms

Notwithstanding the foregoing sections of this Article 3, and subject to all applicable securities laws and regulations and the rules and policies of all applicable Regulatory Authorities, the Board may attach other terms and conditions to the grant of a particular Option, such terms and conditions to be referred to in a schedule attached to the Option Certificate. These terms and conditions may include, but are not necessarily limited to, the following:

• (a) providing that an Option expires on a date other than as provided for herein, provided that in no case will an Option be exercisable later than the tenth anniversary of the Award Date of the Option; however, if the Expiry Date occurs during a Blackout Period, the Expiry Date shall be extended to the date that is ten (10) business days following the end of such Blackout Period, provided that, if an additional Blackout Period is subsequently imposed by the Company during the Extension Period, then such Extension Period shall be deemed to commence following the end of such additional Blackout Period to enable the exercise of such Option within ten (10) business days following the end of the last imposed Blackout Period;

• (b) providing that a portion or portions of an Option vest after certain periods of time or upon the occurrence of certain events, or expire after certain periods of time or upon the occurrence of certain events other than as provided for herein; and

• (c) providing that an Option be exercisable immediately, in full, notwithstanding that it has vesting provisions, upon the occurrence of certain events, such as a friendly or hostile takeover bid for the Company.

3.9

Assignment of Options

Subject to this Section 3.9, Options are non-assignable and non-transferable.

• (a) Death of Optionee – If the employment of an Optionee as an Employee or Consultant of the Company or any Affiliate, or the position of an Optionee as a Director or Officer of the Company or any Affiliate, terminates as a result of his or her death, any Options held by such Optionee shall pass to the Qualified Successor of the Optionee, and shall be exercisable by the Qualified Successor for a period of one year following such death, provided that in no case shall the Exercise Period of the Option extend beyond ten years from the Award Date.

• (b) Disability of Optionee - If the employment of an Optionee as an Employee or Consultant of the Company or any Affiliate, or the position of an Optionee as a Director or Officer of the Company or any Affiliate, is terminated by the Company or any Affiliate by reason of such Optionee's Disability, any Option held by such Optionee that could have been exercised immediately prior to such termination of service shall be exercisable by such Optionee, or by his Guardian, for a period of one year following the termination of service of such Optionee.

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• (c) Disability and Death of Optionee - If an Optionee who has ceased to be employed by the Company or any Affiliate by reason of such Optionee's Disability dies within 30 days after the termination of such employment, any Option held by such Optionee that could have been exercised immediately prior to his or her death shall pass to the Qualified Successor of such Optionee, and shall be exercisable by the Qualified Successor for a period of one year following the death of such Optionee, provided that in no case shall the Exercise Period of the Option extend beyond five years from the Award Date.

• (d) Vesting - Options held by a Qualified Successor or exercisable by a Guardian shall, during the period prior to their termination, continue to vest in accordance with any vesting schedule to which such Options are subject.

• (e) Deemed Non-Interruption of Employment - Employment shall be deemed to continue intact during any military or sick leave or other bona fide leave of absence if the period of such leave does not exceed 90 days or, if longer, for so long as the Optionee's right to reemployment with the Company or any Affiliate is guaranteed either by statute or by contract. If the period of such leave exceeds 90 days and the Optionee's reemployment is not so guaranteed, then his or her employment shall be deemed to have terminated on the ninety-first day of such leave.

• (f) Retirement - In the event of the termination of employment of an Optionee who is an Employee at any time during the term of an Option by reason of the deemed retirement of such Employee, as may be determined by the Board, in its sole discretion, then the rights to purchase Common Shares under the Option which have accrued to the Optionee and remain unexercised at, or which accrue subsequent to, the date of his retirement shall remain exercisable by the Optionee (or by the Optionee's legal personal representative or representatives if the Optionee dies before the last date of exercise of the Option) for a period of one year following the retirement of such Optionee in accordance with the terms of the Option.

3.10 Adjustment of Options

• (a) Alteration in Capital Structure – If there is any change in the Common Shares through or by means of a declaration of reorganization, recapitalization, stock dividends of the Common Shares or consolidations, subdivisions or reclassifications of the Common Shares, spin-off or otherwise, the number of Common Shares available under the Plan, the Common Shares subject to any Option and the Exercise Price therefor shall be adjusted in number and kind that may be issued under the Plan, proportionately by the Board and, if required, approved by the Regulatory Authorities having authority over the Company or the Plan, and such adjustment shall be effective and binding for all purposes of the Plan. In connection with an adjustment in accordance with this Section 3.10(a), the Board shall have the discretion to permit a holder of Options to purchase (at the times, for the consideration, and subject to the terms and conditions set out in

• 14 -

this Plan) and the holder will then accept on the exercise of such Option, in lieu of the Common Shares that such holder would otherwise have been entitled to purchase, the kind and amount of shares or other securities or property that such holder would have been entitled to receive as a result of a transaction specified in this Section 3.10(a) if, on the effective date thereof, that holder had owned all Common Shares that were subject to the Option.

• (b) Effect of Amalgamation, Merger or Arrangement – If the Company amalgamates, merges or enters into a plan of arrangement with or into another corporation that does not constitute a Change of Control, any Common Shares receivable on the exercise of an Option shall be converted into the securities, property or cash which the Optionee would have received upon such amalgamation, merger or arrangement if the Optionee had exercised his Option immediately prior to the record date applicable to such amalgamation, merger or arrangement, and the exercise price shall be adjusted proportionately by the Board and such adjustment shall be binding for all purposes of the Plan.

• (c) Acceleration on Change of Control – In the event of a Change of Control or impending Change of Control, the Board may, in its sole discretion, deal with outstanding Options in the manner it deems fair and reasonable in light of the circumstances. Without limiting the generality of the foregoing, the Board may, without any action or consent required on the part of any Option Holder:

• (i) subject to Exchange approval, deliver a notice to the Option Holder advising the Option Holder that the unvested portion of the Option held by the Option Holder, if any, shall immediately vest;

• (ii) deliver a notice to an Option Holder advising the Option Holder that the Expiry Date for any vested portion or portions of the Option shall be the earlier of the Fixed Expiry Date and the 10th day following the date of the notice and the Expiry Date for any unvested portion of the Option shall be the date of the notice; or

• (iii) take such other actions, and combinations of the foregoing actions, as it deems fair and reasonable under the circumstances.

• (d) Acceleration of Date of Expiry or Vesting – The Board shall have the right to accelerate the date of expiry of any portion of any Option or the vesting of any portion of any Option which remains unvested, subject to the necessary approvals of the applicable Regulatory Authorities.

• (e) Effect of a Take-over - If a bona fide offer (the “ Offer ”) for Common Shares is made to an Optionee or to shareholders generally or to a class of shareholders which includes the Optionee, which Offer constitutes a take-over bid within the meaning of Section 92 of the British Columbia Securities Act , as amended from time to time, the Company shall, immediately upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, whereupon any Option held

• 15 -

by an Optionee may be exercised in whole or in part by the Optionee so as to permit the Optionee to tender the Common Shares received upon such exercise (the “ Optioned Shares ”) to the Offer. If:

• (i) the Offer is not completed within the time specified therein; or

• (ii) all of the Optioned Shares tendered by the Optionee pursuant to the Offer are not taken up and paid for by the offeror pursuant thereto;

the Optioned Shares or, in the case of clause (b) above, the Optioned Shares that are not taken up and paid for, may be returned by the Optionee to the Company and reinstated as authorized but unissued Common Shares and with respect to such returned Optioned Shares, the Option shall be reinstated as if it had not been exercised. If any Optioned Shares are returned to the Company under this Section, the Company shall refund the Exercise Price to the Optionee for such Optioned Shares.

• (f) No Fractional Common Shares – No fractional Common Shares will be issued upon the exercise of an Option. Accordingly, if, as a result of a consolidation, subdivision, conversion, exchange or reclassification of Common Shares, an Optionee would become entitled to a fractional Common Share, such Optionee will have the right to purchase only the next lowest whole number of Common Shares and no payment or other adjustment will be made with respect to the fractional interest so disregarded.

• (g) Determinations to be made by Board – Adjustments and determinations under this Section 3.10 shall be made by the Board, whose decisions as to the adjustments or determination which shall be made, and the extent thereof, shall be final, binding, and conclusive.

3.11 Option Grant and Vesting Terms

Unless otherwise determined by the Board in accordance with the terms and conditions of this Plan, Options will be granted by the Board. The Board may determine and impose terms upon which each Option shall become vested, provided that, if the Common Shares are listed on the TSXV, Options granted to Persons employed to conduct Investor Relations Activities, must vest in stages over 12 months with no more than 25% of the Options vesting in any three month period.

3.12 U.S. Participants

Any adjustment, amendment or termination of outstanding Options awarded to U.S. Participants will occur only if such actions are undertaken in accordance with Code Section 409A on a basis consistent with the regulations thereunder, and with respect to ISOs, in accordane with Code Section 424(a) to the extent applicable.

Any Option granted under the Plan to an Optionee who (i) is a citizen or resident of the United States (including its territories, possessions and all areas subject to the jurisdiction) (a “ U.S.

• 16 -

Participant ”) and (ii) is an employee of the Company, or a Subsidiary of the Company as defined in Code Section 424(f), may, at the sole discretion of the Company, be an incentive stock option (an “ ISO ”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, of the United States (the “ Code ”), but only if so designated by the Company in the Option Certificate evidencing such Option. No provision of this Plan, as it may be applied to a U.S. Participant with respect to Options which are designated as ISOs, shall be construed so as to be inconsistent with any provision of Section 422 of the Code or the Treasury Regulations thereunder. Grants of Options to U.S. Participants which are not designated as or otherwise do not qualify as ISOs will be treated as nonstatutory stock options for U.S. federal tax purposes. Notwithstanding anything in this Plan contained to the contrary, the following provisions shall apply to ISOs granted to each U.S. Participant:

• (a) ISOs shall only be granted to individual U.S. Participants who are, at the time of grant, employees of the Company or a Subsidiary within the meaning of the Code;

• (b) the aggregate fair market value (determined as of the time an ISO is granted) of the Common Shares subject to ISOs exercisable for the first time by a U.S. Participant during any calendar year under this Plan and all other stock option plans, within the meaning of Section 422 of the Code, of the Company shall not exceed One Hundred Thousand Dollars in U.S. funds (U.S.$100,000);

• (c) the Exercise Price for Common Shares under each ISO granted to a U.S. Participant pursuant to this Plan shall be not less than fair market value of such Common Shares at the time the Option is granted, as determined in good faith by the Board at such time (unless such ISO is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code);

• (d) notwithstanding any other provisions to the contrary in the Plan, the Exercise Period under each ISO granted to a U.S. Participant shall not be extended beyond the tenth anniversary of the date of grant (regardless of whether such date occurs during a Blackout Period). Further, if any U.S. Participant to whom an ISO is to be granted under the Plan at the time of the grant of such ISO is the owner of shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company, then the following special provisions shall be applicable to the ISO granted to such individual:

• (i) the Exercise Price (per share) subject to such ISO shall not be less than one hundred ten percent (110%) of the fair market value of one Common Share at the time of grant; and

• (ii) for the purposes of this Section 3.12 only, the Exercise Period shall not exceed five (5) years from the date of grant (regardless of whether such date occurs during a Blackout Period);

• (e) no ISO may be granted hereunder to a U.S. Participant following the expiration of ten (10) years after the date on which this Plan is adopted by the Company or the

• 17 -

date on which the Plan is approved by the shareholders of the Company, whichever is earlier; and

• (f) no ISO granted to a U.S. Participant under the Plan shall become exercisable unless and until the Plan shall have been approved by the shareholders of the Company.

• (g) in order to obtain certain U.S. federal tax benefits afforded to the ISO under Code Section 422, an ISO must be exercised within 3 months following a U.S. Participant’s termination of employment, except in the case of death, or in the case disability as defined in Code Section 22(e) in which case exercise must occur within one year following the date of such disability.

• (h) in order to obtain certain U.S. federal tax benefits afforded to the ISO under Code Section 422, a U.S. Participant must hold the Shares issued upon the exercise of an ISO until the later of two years following the date of grant of the ISO and one year following the date of exercise of the ISO. A U.S. Participant will give the Company prompt notice of any disposition of Shares acquired by the exercise of an ISO that occurs prior to the expiration of such holding periods.

• (i) An ISO granted to a U.S. Participant may be exercised during such U.S. Participant’s lifetime only by such U.S. Participant.

• (j) an ISO granted to a U.S. Participant may not be transferred, assigned or pledged by such U.S. Participant except by will or the laws of descent and distribution.

ARTICLE 4 EXERCISE OF OPTION

4.1 Exercise of Option

Except as provided pursuant to Sections 3.5, 3.9, and 3.10 hereof, no Option may be exercised unless the Optionee is, at the time of such exercise, a bona fide Employee, Officer, Director or Consultant of the Company or any of its Affiliates or the Personal Representative of the Optionee, and shall have been continuously such a bona fide Employee, Officer, Director or Consultant, as the case may be. An Optionee or the Personal Representative of the Optionee may exercise the vested portion or portions of an Option in whole or in part at any time or from time to time during the Exercise Period up to 5:00 p.m. local time in Vancouver, British Columbia on the Expiry Date by delivering to the Administrator an Exercise Notice, the applicable Option Certificate and a wire transfer, certified cheque or bank draft payable to “ WeCommerce Holdings Ltd. ” in an amount equal to the aggregate Exercise Price of the Common Shares to be purchased pursuant to the exercise of the Option.

4.2 Issue of Share Certificates

As soon as practicable following the receipt of the Exercise Notice, the Administrator will, in his sole discretion, either cause to be delivered to the Optionee a certificate for the Common Shares purchased by the Optionee or cause to be delivered to the Optionee a copy of such certificate and

• 18 -

the original of such certificate will be placed in the minute book of the Company. If the number of Common Shares in respect of which the Option was exercised is less than the number of Common Shares subject to the Option Certificate surrendered, the Administrator will forward a new Option Certificate to the Optionee concurrently with delivery of the share certificate for the balance of the Common Shares available under the Option.

4.3 Condition of Issue

The Options and the issue of Common Shares by the Company pursuant to the exercise of Options are subject to the terms and conditions of the Plan and compliance with the rules and policies of all applicable Regulatory Authorities with respect to the granting of such Options and the issuance and distribution of such Common Shares, and to all applicable securities laws and regulations. The Optionee agrees to comply with all such laws, regulations, rules and policies and agrees to furnish to the Company any information, reports or undertakings required to comply with, and to fully cooperate with, the Company in complying with such laws, regulations, rules and policies.

4.4 Tax Withholding and Procedures

Notwithstanding anything else contained in this Plan, the Company may, from time to time, implement such procedures and conditions as it determines appropriate with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law. Without limiting the generality of the foregoing, an Optionee who wishes to exercise an Option must, in addition to following the procedures set out in this Article 4 and elsewhere in this Plan, and as a condition of exercise:

• (a) deliver a certified cheque, wire transfer or bank draft payable to the Company for the amount determined by the Company to be the appropriate amount on account of such taxes or related amounts; or

• (b) otherwise ensure, in a manner acceptable to the Company (if at all) in its sole and unfettered discretion, that the amount will be securely funded; or

• (c) direct a portion of the Common Shares acquired to be sold by a broker, the funds from such sale paid to the Company and the Company directed to remit the funds received to the Canada Revenue Agency and/or such other applicable provincial taxation authority in satisfaction of the applicable withholding requirements;

and must in all other respects follow any related procedures and conditions imposed by the Company.

ARTICLE 5

ADMINISTRATION

5.1 Administration

The Plan will be administered by the Administrator on the instructions of the Board. The Board may make, amend and repeal at any time and from time to time such policies not inconsistent

• 19 -

with the Plan as it may deem necessary or advisable for the proper administration and operation of the Plan and such policies will form part of the Plan. The Board may delegate to the Administrator or any director, officer or employee of the Company such administrative duties and powers as it may see fit.

5.2 Interpretation

The interpretation by the Board of any of the provisions of the Plan and any determination by it pursuant thereto will be final and conclusive and will not be subject to any dispute by any Optionee. No member of the Board or any person acting pursuant to authority delegated by it hereunder will be liable for any action or determination in connection with the Plan made or taken in good faith and each member of the Board and each such person will be entitled to indemnification with respect to any such action or determination in the manner provided for by the Company.

ARTICLE 6 AMENDMENT, TERMINATION AND NOTICE

6.1 Termination and Amendment of Plan

• (a) Power of the Board to Terminate or Amend Plan - Subject to the acceptance of the Exchange and any other applicable Regulatory Authorities, the Board may terminate, suspend or amend the terms of the Plan; provided, however, that, the Board may not do any of the following without obtaining, within 12 months either before or after the Board’s adoption of a resolution authorizing such action, approval by the affirmative votes of the holders of a majority of the voting securities of the Company present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable corporate laws, and, where required, by way of Disinterested Shareholder Approval:

• (i) increase the maximum number of Common Shares that may be reserved under the Plan for issuance pursuant the exercise of Options (other than pursuant to Section 3.10);

• (ii) place limitations under the Plan on the number of Options that may be granted to any one Person or any category of Persons;

• (iii) reduce the exercise price of Options (other than pursuant to Section 3.10);

• (iv) grant to Insiders (as a group), within a 12 month period, an aggregate number of options exceeding 10% of the Company’s issued Common Shares, calculated at the date the Option is granted to the Insider;

• (v) issue to any one Optionee, within a 12 month period, a number of Common Shares exceeding 5% of the Company’s Common Shares;

• (vi) reserve for issuance Common Shares under the Plan and all of the Company’s other security based security-based compensation

• 20 -

arrangements in existence from time to time on and after the effective date of the Plan, where such reservation could result in the aggregate number of Common Shares granted to Insiders (as a group) exceeding 10% of the Company’s issued Common Shares;

• (vii) materially modify the requirements as to eligibility for participation in the Plan;

• (viii) materially increase the benefits accruing to participants under the Plan;

• (ix) modify the method for determining the exercise price of the Options;

• (x) modify the maximum term of the Options;

• (xi) modify the expiry and termination provisions applicable to Options;

• (xii) expand the types of awards which may be granted under the Plan;

• (xiii) extend the duration of the Plan; or

• (xiv) modify the provisions of this Section 6.1

however, the Board may, without shareholder approval:

• (i) make any amendment of a typographical, grammatical, clerical or administrative nature or clarification correcting or rectifying any ambiguity, immaterial inconsistency, defective provision, mistake, or error or omission in this Plan or any Option;

• (ii) make any addition to, deletion from or alteration of the provisions of this Plan or any Option that are necessary to comply with applicable law or the requirements of any regulatory or governmental agency or applicable stock exchange and to avoid unanticipated consequences deemed by the Board to be inconsistent with the purpose of this Plan; or

• (iii) make any amendments to clarify existing provisions of this Plan or any Option provided that such changes do not have the effect of altering the scope, nature and intent of this Plan or any Option.

• (b) No Grant During Suspension of Plan - No Option may be granted during any suspension, or after termination, of the Plan. Amendment, suspension or termination of the Plan shall not, without the consent of the Optionee, alter or impair any rights or obligations under any Option previously granted.

6.2 Approvals

The Plan and any amendments hereto are subject to all necessary approvals of the applicable Regulatory Authorities.

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6.3 Agreement

The Company and every Option awarded hereunder will be bound by and subject to the terms and conditions of the Plan. By accepting an Option granted hereunder, the Optionee has expressly agreed with the Company to be bound by the terms and conditions of the Plan.

6.4 Notice

Any notice or other communication contemplated under the Plan to be given by the Company to an Optionee will be given by the Company delivering or faxing the notice to the Optionee at the last address for the Optionee in the Company’s records. Any such notice will be deemed to have been given on the date on which it was delivered, or in the case of fax, the next business day after transmission. An Optionee may, at any time, advise the Company of a change in the Optionee’s address or fax number.

SCHEDULE “A”

WECOMMERCE HOLDINGS LTD. STOCK OPTION PLAN

OPTION CERTIFICATE

This Certificate is issued pursuant to the provisions of the WeCommerce Holdings Ltd. (the “ Company ”) stock option plan (the “ Plan ”) and evidences that  is the holder (the “ Optionee ”) of an option (the “ Option ”) to purchase up to  Common Shares Without Par Value (the “ Common Shares ”) in the capital stock of the Company. The Exercise Price of the Option is  per Common Share.

Subject to the provisions of the Plan:

• (a) the Award Date of the Option is  , 

• (b) the Expiry Date of the Option is  ,  ; and

• (c) the Option shall vest in accordance with the following schedule:

• (i)  ; and

• (ii)  .

The vested portion or portions of the Option may be exercised at any time and from time to time from and including the Award Date through to 5:00 p.m. local time in Vancouver, British Columbia on the Expiry Date by delivering to the Administrator of the Plan an Exercise Notice, in the form provided in the Plan, together with this Certificate and a wire transfer, certified cheque or bank draft payable to “WeCommerce Holdings Ltd.” in an amount equal to the aggregate of the Exercise Price of the Common Shares in respect of which the Option is being exercised.

This Certificate and the Option evidenced hereby are not assignable, transferable or negotiable and are subject to the detailed terms and conditions contained in the Plan, the terms and conditions of which the Optionee hereby expressly agrees with the Company to be bound by. This Certificate is issued for convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions of the Plan and the records of the Company will prevail.

The Option is also subject to the terms and conditions contained in the schedules, if any, attached hereto. All terms not otherwise defined in this Certificate will have the meanings given to them under the Plan.

• A-2 -

Dated this  day of  ,  .

WECOMMERCE HOLDINGS LTD.

Per:

Administrator, Stock Option Plan WeCommerce Holdings Ltd.

• A-3 -

WECOMMERCE HOLDINGS LTD. OPTION CERTIFICATE – SCHEDULE

The additional terms and conditions attached to the Option represented by this Certificate are as follows:

WECOMMERCE HOLDINGS LTD.

Per:

Administrator, Stock Option Plan WeCommerce Holdings Ltd.

SCHEDULE “B”

WECOMMERCE HOLDINGS LTD.

STOCK OPTION PLAN NOTICE OF EXERCISE OF OPTION

TO: The Administrator, Stock Option Plan WeCommerce Holdings Ltd. 2900-550 Burrard Street Vancouver, BC V6C 0A3

The undersigned hereby irrevocably gives notice, pursuant to the WeCommerce Holdings Ltd. (the “ Company ”) stock option plan (the “ Plan ”), of the exercise of the Option to acquire and hereby subscribes for (cross out inapplicable item):

• (a) all of the Common Shares; or

• (b) _______ of the Common Shares,

which are the subject of the Option Certificate attached hereto.

The undersigned tenders herewith a wire transfer, certified cheque or bank draft (circle one) payable to “ WeCommerce Holdings Ltd. ” in an amount equal to the aggregate Exercise Price of the aforesaid Common Shares and directs the Company to issue the certificate evidencing said Common Shares in the name of the undersigned to be mailed to the undersigned at the following address:

---

---

---

By executing this Notice of Exercise of Option, the Optionee hereby represents and warrants for the benefit of the Company as follows:

[CROSS OUT ONE OF THE FOLLOWING (A) or (B):]

• (A) the Optionee is (i) not in the United States of America, any state of the United States, the District of Columbia or any of the territories or possessions of the United States (the “United States”), (ii) not a resident of the United States, and (iii) not executing this Certificate or otherwise placing its order to acquire the Option, while in the United States; or

• (B)

• if the Optionee is a Consultant, the Optionee is either (i) an individual and not a consultant company, or (ii) has provided to the Company evidence reasonably satisfactory to the Company to the effect that the exercise of the

• A-2 -

Option by the Optionee is not required to be registered under the United States Securities Act of 1933, as amended (the “ Securities Act ”), or applicable state securities laws;

• the Optionee understands and acknowledges that the Common Shares issuable upon exercise of of the Option have not been and will not be registered under the Securities Act or the securities laws of any state of the United States, and that the offer and sale of the Common Shares is being and will be made in reliance upon a private placement exemption provided by Rule 701 under the Securities Act and exemptions under applicable state securities laws;

• the Optionee is acquiring, and will acquire, the Common Shares for its own account as principal, for investment purposes only, and not with a view to any resale, distribution or other disposition of the Common Shares in violation of United States federal or state securities laws;

• the Optionee has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment and the Optionee is able to bear the economic loss of its investment in the Common Shares;

• the Optionee understands and acknowledges that the Common Shares will be “restricted securities” within the meaning of Rule 144 under the Securities Act (“Rule 144”), and the Optionee understands and agrees that the Common Shares may be offered, sold or otherwise transferred by the Optionee only in transactions exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws, and that prior to any transfer of Common Shares, the Company may require the delivery of an opinion of counsel of recognized standing, or other evidence, reasonably satisfactory to the Company, to the effect that the proposed transfer may be effected without registration under the Securities Act or applicable state securities laws;

• the Optionee understands and acknowledges that certificates representing any Common Shares, and all certificates issued in exchange for or in substitution of such certificates, will bear, upon the original issuance of the Common Shares and until the legend is no longer required under applicable requirements of the Securities Act or applicable state securities laws, a legend with respect to the transfer restrictions described in the foregoing paragraph;

• the Optionee consents to the Company making a notation on its records or giving instructions to the transfer agent for the Common Shares in order to implement the transfer restrictions described herein;

• the Optionee understands and acknowledges that the Company is not obligated to file and has no present intention of filing with the United States

• A-3 -

Securities and Exchange Commission or with any state securities administrator any registration statement in respect of resales of the Common Shares;

• the Optionee acknowledges that the Optionee has been afforded the opportunity (i) to ask such questions as the Optionee deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Common Shares, and (ii) to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that the Optionee considered necessary in connection with your decision to acquire the Common Shares; and

• the Optionee understands and acknowledges that there may be United States tax consequences related to acquisition and disposition of the Common Shares, and that the Optionee is solely responsible for determining such tax consequences. In particular, the Optionee understands and acknowledges that if the Company were to be deemed to be a “passive foreign investment company” within the meaning of the United States Internal Revenue Code in respect of any year in which the Optionee owns Common Shares, the Optionee may face adverse tax consequences, and it is solely the Optionee’s responsibility to determine such tax consequences. No determination by the Company has been made as to whether or not it is, or expects to be in respect of any fiscal year, a passive foreign investment company.

By executing this Notice of Exercise of Option the undersigned hereby confirms that the undersigned has read the Plan and agrees to be bound by the provisions of the Plan. All terms not otherwise defined in this Notice of Exercise of Option will have the meanings given to them under the Option Certificate.

DATED the _ day of ____, _.

Signature of Optionee

SCHEDULE “C”

AUDIT COMMITTEE CHARTER

The Audit Committee (the " Committee ”) is a committee of the board of directors (the “ Board ”) of Brachium Capital Corp. (the “ Corporation ”). The role of the Committee is to provide oversight of the Corporation’s financial management and of the design and implementation of an effective system of internal financial controls as well as to review and report to the Board on the integrity of the financial statements of the Corporation, its subsidiaries and associated companies. This includes helping directors meet their responsibilities, facilitating better communication between directors and the external auditor, enhancing the independence of the external auditor, increasing the credibility and objectivity of financial reports and strengthening the role of the directors by facilitating in-depth discussions among directors, management and the external auditor. Management is responsible for establishing and maintaining those controls, procedures and processes and the Committee is appointed by the Board to review and monitor them. The Corporation’s external auditor is ultimately accountable to the Board and the Committee as representatives of the Corporation’s shareholders.

(i) Duties and Responsibilities

External Auditor

• To recommend to the Board, for shareholder approval, an external auditor to examine the Corporation’s accounts, controls and financial statements on the basis that the external auditor is accountable to the Board and the Committee as representatives of the shareholders of the Corporation.

• To oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditor regarding financial reporting.

• To evaluate the audit services provided by the external auditor, pre-approve all audit fees and recommend to the Board, if necessary, the replacement of the external auditor.

• To pre-approve any non-audit services to be provided to the Corporation by the external auditor and the fees for those services.

• To obtain and review, at least annually, a written report by the external auditor setting out the auditor’s internal quality-control procedures, any material issues raised by the auditor’s internal quality-control reviews and the steps taken to resolve those issues.

• To review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation. The Committee has adopted the following guidelines regarding the hiring of any partner, employee, reviewing tax professional or other person providing audit assurance to the external auditor of the Corporation on any aspect of its certification of the Corporation’s financial statements:

• (1) no member of the audit team that is auditing a business of the Corporation can be hired into that business or into a position to which that business reports for a period of three years after the audit;

• (2) no former partner or employee of the external auditor may be made an officer of the Corporation or any of its subsidiaries for three years following the end of the individual’s association with the external auditor;

CAN_DMS: \136063744\7

• (3) the Chief Financial Officer (the “ CFO ”) must approve all office hires from the external auditor; and

• (4) the CFO must report annually to the Committee on any hires within these guidelines during the preceding year.

• To ensure that the head audit partner assigned by the external auditor to the Corporation, as well as the audit partner charged with reviewing the audit of the Corporation, are changed at least every five (5) years.

• To review, at least annually, the relationships between the Corporation and the external auditor in order to establish the independence of the external auditor.

Financial Information and Reporting

• To review the Corporation’s annual audited financial statements with the Chief Executive Officer (the “ CEO ”) and CFO, and then the full Board. The Committee will review the interim financial statements with the CEO and CFO.

• To review and discuss with management and the external auditor, as appropriate:

• (1) the annual audited financial statements and the interim financial statements, including the accompanying management discussion and analysis; and

• (2) earnings guidance and other releases containing information taken from the Corporation’s financial statements prior to their release.

• To review the quality and not just the acceptability of the Corporation’s financial reporting and accounting standards and principles and any proposed material changes to them or their application.

• To review with the CFO any earnings guidance to be issued by the Corporation and any news release containing financial information taken from the Corporation’s financial statements prior to the release of the financial statements to the public. In addition, the CEO or CFO must review with the Committee the substance of any presentations to analysts, investors or rating agencies that contain a change in strategy or outlook.

Oversight

• To review the internal audit staff functions, including:

• (1) the purpose, authority and organizational reporting lines;

• (2) the annual audit plan, budget and staffing; and

• (3) the appointment and compensation of the controller, if any.

• To review, with the CFO and others, as appropriate, the Corporation’s internal system of audit controls.

• To review and monitor the Corporation’s major financial risks and risk management policies and the steps taken by management to mitigate those risks.

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• To meet at least annually with management (including the CFO), and the external auditor in separate executive sessions and review issues and matters of concern respecting audits and financial reporting.

• In connection with its review of the annual audited financial statements and interim financial statements, the Committee will also review the process for the CEO and CFO certifications (if required by law or regulation) with respect to the financial statements and the Corporation’s disclosure and internal controls, including any material deficiencies or changes in those controls.

Whistleblower Policy

• To establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

(ii) Membership

• The Committee shall consist solely of three (3) or more persons, each of whom the Board has determined has no material relationship with the Corporation and is otherwise “unrelated” or “independent” as required under applicable securities rules or applicable stock exchange rules.

• Any member may be removed from office or replaced at any time by the Board and shall cease to be a member upon ceasing to be a director. Each member of the Committee shall hold office until the close of the next annual meeting of shareholders of the Corporation or until the member ceases to be a director, resigns or is replaced, whichever first occurs.

• The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may from time to time determine.

• All members of the Committee must be “financially literate” (i.e., have the ability to read and understand a set of financial statements such as a balance sheet, an income statement and a cash flow statement).

(iii) Procedures

• The Board shall appoint one of the members of the Committee as the Chair of the Committee (the “ Chair ”). In the absence of the appointed Chair from any meeting of the Committee, the members shall elect a Chair from those in attendance to act as Chair of the meeting.

• The Chair will appoint a secretary (the “ Secretary ”) who will keep minutes of all meetings. The Secretary does not have to be a member of the Committee or a director and can be changed by simple notice from the Chair.

• No business may be transacted by the Committee except at a meeting of its members at which a quorum of the Committee is present or by resolution in writing signed by all of the members of the Committee. A majority of the members of the Committee shall constitute a quorum, provided that if the number of members of the Committee is an even number, one-half of the number of members plus one shall constitute a quorum.

• The Committee will meet as many times as is necessary to carry out its responsibilities. Any member of the Committee or the external auditor may call meetings.

• The time and place of the meetings of the Committee, the calling of meetings and the procedure in all respects of such meetings shall be determined by the Committee, unless otherwise provided for

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in the Articles of Amalgamation of the Corporation or otherwise determined by resolution of the Board.

• The Committee shall have the resources and authority necessary to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms (including termination) of special counsel, advisors or other experts or consultants, as it deems appropriate.

• The Committee shall have access to any and all books and records of the Corporation necessary for the execution of the Committee’s obligations and shall discuss with the CEO or the CFO such records and other matters considered appropriate.

• The Committee has the authority to communicate directly with the external auditors.

• (iv) Reports

The Committee shall produce the following reports and provide them to the Board:

• (1) An annual performance evaluation of the Committee, which evaluation must compare the performance of the Committee with the requirements of this Charter. The performance evaluation should also recommend to the Board any improvements to this Charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board may take the form of an oral report by the Chair or any other member of the Committee designated by the Committee to make this report; and

• (2) A summary of the actions taken at each Committee meeting, which shall be presented to the Board at the next Board meeting.

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