Tribe Property Technologies — Remuneration Information 2021

Jun 30, 2021

TRIBE PROPERTY TECHNOLOGIES INC.

(formerly Cherry Street Capital Inc.) (the “Company” or “Tribe”)

Form 51-102F6V STATEMENT OF EXECUTIVE COMPENSATION

(for the year ended December 31, 2020)

The following information is presented in accordance with Form 51-102F6V – Statement of Executive Compensation – Venture Issuers and sets forth compensation of the Company for the year ended December 31, 2020. This Statement of Executive Compensation is dated for reference June 29, 2021.

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

General

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

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

“ external management company ” includes a subsidiary, affiliate or associate of the external management company;

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

• (a) each individual, who in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer (“ CEO ”), including an individual performing functions similar to a CEO;

• (b) each individual, who in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer (“ CFO ”), including an individual performing functions similar to a CFO;

• (c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V – Statement of Executive Compensation – Venture Issuers , for that financial year, and

• (d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year;

“ plan ” includes any plan, contract, authorization or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons;

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

Qualifying Transaction

On March 15, 2021, the Company (then “Cherry Street Capital Inc.”, a capital pool company under the policies of the TSX Venture Exchange (the “ Exchange ”)) acquired all of the outstanding shares of Tribe Property Technologies Inc. (“ Tribe Private ”) by way of a three-cornered amalgamation, pursuant to which a wholly-owned subsidiary of the Company amalgamated with Tribe Private and was re-named “Tribe Property Solutions Inc.” (the “ Qualifying Transaction ”). On March 15, 2021, the Company changed its name to “Tribe Property Technologies Inc.” and on March 25, 2021, the Company

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commenced trading on the Exchange under the symbol “TRBE”. This transaction constituted the Company’s “qualifying transaction” for the purposes of the Exchange’s policies and a reverse takeover for the purposes of Canadian securities laws.

Consolidation

On March 15, 2021, the Company effected a consolidation on the basis of one post-consolidation common share in the capital of the Company (a “ Common Share ”) for 8.4488 pre-consolidation Common Shares (the “ Consolidation ”). Unless otherwise noted, all references to the number of Common Shares and stock options, as well as exercise price and price per Common Share in this Statement of Executive Compensation reflect the Consolidation.

Director and Named Executive Officer Compensation

The following table sets forth all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company or a subsidiary, to each NEO and director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or a director of the Company for services provided and for services to be provided, directly or indirectly, to the Company or its subsidiary for the years ended December 31, 2020 and 2019:

		Salary,
						Value of All
		Consulting Fee,		Committee	Value of
						Other	Total Compensation
Name and Position	Year	Retainer or	Bonus ($)	or Meeting	Perquisites
						Compensation	($)
		Commission		Fees ($)	($)
						($)
		($)
Rudy Cheddie(1) Former CEO and Director	2019 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Robert Faissal(1) Former CFO and Director	2019 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Joseph del Moral(1) Former Corporate Secretary and Director	2019 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Josh Arbuckle(1) Former Director	2019 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Notes:

(1) Ceased to be a NEO and director on March 15, 2021 in connection with the Qualifying Transaction.

Stock Options and Other Compensation Securities

No stock options or other compensation securities were granted or issued to directors or NEOs by the Company or one of its subsidiaries in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries. Subsequent to the most recently completed financial year, the following stock options were granted to NEOs and directors of the Company:

				Issue
					Market price
	Type of	Number of		conversion
			Date of issue or		at time of
Name and Position	compensation	compensation		or exercise		Expiry Date
			grant		issue or grant
	security	securities issued		price
					($)
				($)
Rudy Cheddie(2)(3) Former CEO and Director	Nil	Nil	Nil	Nil	Nil	Nil
Robert Faissal(2)(4) FormerCFO and Director	Nil	Nil	Nil	Nil	Nil	Nil
Joseph del Moral(2)(5) Former Corporate Secretary and Director	Nil	Nil	Nil	Nil	Nil	Nil
Josh Arbuckle(2)(6) Former Director	Nil	Nil	Nil	Nil	Nil	Nil
Joseph Nakhla(7)	Stock options(1)	200,000	March 24, 2021(8)	$5.00	$5.00	January 31, 2026(9)

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CEO and Director		32,700(17)	March 24, 2021(10)	$2.75	$5.00	April 30, 2025
Jim Defer(11) CFO	Stock options(1)	150,000	March 24, 2021(12)	$5.00	$5.00	February 21, 2026(13)
Fiona Therrien(14) EVP, Management Services	Stock options(1)	14,540 29,430	March 24, 2021(12) March 24, 2021(10)	$5.00 $2.75	$5.00 $5.00	February 21, 2026(13) April 30, 2025
Michael Willis(15) Director	Stock options(1)	20,000	March 24, 2021(12)	$5.00	$5.00	February 21, 2026(16)
Raymond Choy(15) Director	Stock options(1)	20,000 32,700(17)	March 24, 2021(12) March 24, 2021(10)	$5.00 $2.75	$5.00 $5.00	February 21, 2026(16) April 30, 2025
Andrew Kiguel(15) Director	Stock options(1)	20,000	March 24, 2021(12)	$5.00	$5.00	February 21, 2026(16)
Charmaine Crooks(15) Director	Stock options(1)	20,000 2,180(17)	March 24, 2021(12) March 24, 2021(10)	$5.00 $2.75	$5.00 $5.00	February 21, 2026(16) April 30, 2025

Notes:

• (1) Each stock option entitles the holder to one Common Share upon exercise.

• (2) Ceased to be a NEO and director on March 15, 2021 in connection with the Qualifying Transaction.

• (3) Mr. Cheddie held a total of 100,650 pre-Consolidation stock options as at December 31, 2020. In connection with Mr. Cheddie ceasing to be a NEO and director of the Company on March 15, 2021, these stock options will expire on March 15, 2022.

• (4) Mr. Faissal held a total of 100,650 pre-Consolidation stock options as at December 31, 2020. In connection with Mr. Faissal ceasing to be a NEO and director of the Company on March 15, 2021, these stock options will expire on March 15, 2022.

• (5) Mr. del Moral held a total of 100,650 pre-Consolidation stock options as at December 31, 2020. In connection with Mr. de Moral ceasing to be a NEO and director of the Company on March 15, 2021, these stock options will expire on March 15, 2022.

• (6) Mr. Arbuckle held a total of 3,050 pre-Consolidation stock options as at December 31, 2020. In connection with Mr. Arbuckle ceasing to be a director of the Company on March 15, 2021, these stock options will expire on March 15, 2022.

• (7) Appointed CEO and director of the Company on March 15, 2021 in connection with the Qualifying Transaction.

• (8) Granted in Tribe Private on February 1, 2021 exchanged in connection with the Qualifying Transaction for stock options in the Company.

• (9) Stock options vest 25% February 1, 2021, 25% February 1, 2022, 25% February 1, 2023 and 25% February 1, 2024.

• (10) Granted in Tribe Private on May 1, 2020 and exchanged in connection with the Qualifying Transaction for stock options in the Company.

• (11) Appointed CFO of the Company on March 15, 2021 in connection with the Qualifying Transaction.

• (12) Granted in Tribe Private on February 22, 2021 and exchanged in connection with the Qualifying Transaction for stock options in the Company.

• (13) Stock options vest 25% February 22, 2021, 25% February 22, 2022, 25% February 22, 2023 and 25% February 22, 2024.

• (14) Appointed Executive Vice President, Management Services of the Company on March 15, 2021 in connection with the Qualifying Transaction.

• (15) Appointed director of the Company on March 15, 2021 in connection with the Qualifying Transaction.

• (16) Stock options vest 25% August 22, 2021, 25% February 22, 2022, 25% August 22, 2022 and 25% February 22, 2023.

• (17) Subject to escrow under the policies of the Exchange and the release schedule set out in “Schedule B(3) – Tier 1 Surplus Security Escrow Agreement” of Exchange Form 5D.

Exercise of Compensation Securities by Directors and NEOs

During the Company’s most recently completed fiscal year ended December 31, 2020, no exercises of compensation securities were made by a director or NEO of the Company.

Stock Option Plans and Other Incentive Plans

The Company currently maintains a stock option plan, which was approved by the Board on January 12, 2018 (the “ Stock Option Plan ”) and the shareholders of the Company on January 28, 2021. Pursuant to the policies of the Exchange, the Stock Option Plan must be approved annually at the Company’s annual general meeting of shareholders.

The purpose of the Stock Option Plan is to encourage share ownership by directors, senior officers and employees, together with consultants, who are primarily responsible for the management and growth of the business of the Company. The number of Common Shares, the exercise price per Common Share, the vesting period and any other terms and conditions of options granted pursuant to the Stock Option Plan, from time to time, are determined by the Board of Directors of the Company (the “ Board ”) at the time of the grant, subject to the defined parameters of the Stock Option Plan and compliance with the policies of the Exchange.

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Subject to regulatory approvals, the maximum number of Common Shares which may be reserved and set aside for issue under the Stock Option Plan is equal to an unallocated pool of 10% of the issued and outstanding Common Shares.

The Stock Option Plan is administered by the Board, which has the authority thereunder to delegate its administration and operation to a special committee of directors appointed from time to time by the Board. Participation is limited to directors, officers, employees and consultants providing services to the Company. The number of Common Shares which can be reserved for issuance under the Stock Option Plan: (a) to any individual director or officer shall not exceed 5% of the issued and outstanding Common Shares; and (b) to all consultants shall not exceed 2% of the issued and outstanding Common Shares. The exercise price of any option cannot be less than the “Discounted Market Price” of the Common Shares at the time the option is granted. “Discounted Market Price” is a defined term under the policies of the Exchange, but generally means a discount of 25% to the market price of the Common Shares, although this discount can be less depending on a higher trading price of the Common Shares. The exercise period cannot exceed ten years. Options will terminate on the date of expiration specified, ninety days after termination of employment, or one year after the death of the grantee.

The Stock Option Plan also provides for adjustments to outstanding options in the event of any consolidation, subdivision, conversion or exchange of the Company’s Common Shares. As of June 29, 2021, stock options to acquire up to 1,209,504 Common Shares of the Company have been granted and are outstanding pursuant to the Stock Option Plan.

Employment, Consulting and Management Agreements

The Company had no employment agreements in respect of services provided to the Company or any of its subsidiaries that were performed by a director or NEO, or performed by any other party, but are services typically provided by a director or a NEO, during the most recently completed financial year.

The following details the employment agreements of the Company’s current CEO, CFO and EVP, Management Services following the closing of the Qualifying Transaction.

Joseph Nakhla, CEO

On February 1, 2021, Tribe Private entered into an employment agreement with Joseph Nakhla to act as its Chief Executive Officer. On March 15, 2021, Mr. Nakhla was appointed Chief Executive Officer of the Company. The agreement provides for a base salary of $250,000 per annum, a car allowance of $7,200 per annum and allows for Mr. Nakhla to participate in the Company’s employee benefit plans. The agreement also provides for an additional performance bonus based on the gross revenue earned by the Company in the prior fiscal year, in accordance with the following table:

Fiscal Year Revenue of TribePrivate,in Millions	AnnualSalaryBonus (asa% ofSalary)
$15.0–$25.0	15%
$25.0–$40.0	25%
$40.0–$55.0	40%
$55.0–$75.0	75%
Greater than $75.0	100%

Tribe Private also granted employee stock options to Mr. Nakhla to acquire up to an aggregate of 200,000 common shares at a purchase price of $5.00 per common share, with, 50,000 stock options vesting immediately on the execution of the employment agreement, and an additional 50,000 to vest on February 1 of each of the ensuing three years. In connection with the Qualifying Transaction these stock options were exchanged for stock options exercisable for Common Shares of the Company. Mr. Nakhla’s employment agreement also contains confidentiality, non-compete and non-solicitation provisions. Prior to entering into this employment agreement, Mr. Nakhla’s base salary was $150,000 per annum.

Jim Defer, CFO

On February 22, 2021, Tribe Private entered into an employment agreement with Jim Defer to act as Chief Financial Officer of Tribe Private. On March 15, 2021, Mr. Defer was appointed Chief Financial Officer of the Company. The agreement provides for a base salary of $240,000 per annum and allows for Mr. Defer to participate in the Company’s employee benefit

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plans. Tribe Private also granted stock options to Mr. Defer to acquire up to an aggregate of 150,000 common shares at a purchase price of $5.00 per common share, with 37,500 stock options vesting immediately on execution of the employment agreement, and an additional 37,500 stock options to vest on February 22 of each of the ensuing three years. In connection with the Qualifying Transaction these stock options were exchanged for stock options exercisable for Common Shares of the Company. Mr. Defer's employment agreement also contains confidentiality, non-compete and non-solicitation provisions.

Fiona Therrien, EVP, Management Services

On July 4, 2017, Tribe Private entered into an employment agreement Fiona Therrien to act as Executive Vice President, Management Services of Tribe Private. On March 15, 2021, the Company appointed Ms. Therrien to act as its Executive Vice President, Management Services. The agreement provides for a base salary of $150,000 per annum, a car allowance of $4,200 per annum, a cell phone allowance of $600 per annum and allows for Ms. Therrien to participate in the Company’s employee benefit plans. Ms. Therrien is entitled to an annual salary bonus of up to 16% of her base salary if all conditions set out are met. Tribe Private also granted stock options to Ms. Therrien to acquire up to an aggregate of 14,540 common shares at a purchase price of $5.00 per common share, with 3,635 stock options vesting immediately on execution of the employment agreement, and an additional 3,635 stock options to vest on February 22 of each of the ensuing three years. In connection with the Qualifying Transaction these stock options were exchanged for stock options exercisable for Common Shares of the Company. Ms. Therrien’s employment agreement also contains confidentiality, non-compete and nonsolicitation provisions.

Termination and Change of Control Benefits

The employment agreement for Mr. Nakhla, includes a termination clause which provides for eight weeks of severance for every completed year of service, commencing February 2013, up to a maximum of ninety-six weeks, in the event Mr. Nakhla is terminated without cause.

The employment agreement for Mr. Defer, includes a termination clause which provides for four weeks of severance for every completed year of service, up to a maximum of twenty-four weeks, in the event Mr. Defer is terminated without cause. In the event of a change of control, within the first six months of the occurrence of such change of control, Mr. Defer may be terminated without cause, by providing no less than six month’s written notice or pay in lieu of such notice, or any combination thereof, equal to six month’s salary. A change of control is defined in Mr. Defer’s agreement to include (i) any transaction where the holders of the Common Shares immediately prior to the transaction hold less than a majority of the Common Shares after the transaction, (ii) any transaction where any person acquires, directly or indirectly, more than 50% of the voting power attached to all of the voting securities of the Company, (iii) any transaction where any person acquires, directly or indirectly, more than 20% of the voting power attached to all of the voting securities of the Company and has material control or influence on a majority of the members of the Board, or (iv) the Company disposes of substantially all of its assets to another entity, but the definition of change of control specifically excludes the Qualifying Transaction.

With the exception of the above-referenced employment contracts, neither the Company, nor its subsidiaries, has a contract, agreement, plan or arrangement that provides for payments to a NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of the Company or its subsidiaries, or a change in responsibilities of the NEO following a change in control.

Directors Compensation Agreements

The Company compensates its non-executive directors $25,000 per annum to serve as directors of the Company, with the Chair receiving an additional $10,000 per annum. Non-executive directors also receive $5,000 per annum for serving on certain committees of the Board, with the Chair of those committees receiving an additional $2,500 per annum. In addition, directors are to be reimbursed for expenses incurred in carrying out their duties as directors.

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Oversight and Description of Director and NEO Compensation

Prior to the Qualifying Transaction, the Company was a capital pool company under the policies of the Exchange and was limited in terms of the manner in which its directors and executives could be compensated. As such, the Board, as a whole, was able to determine matters related to director and NEO compensation.

Subsequent to the Qualifying Transaction, director and NEO compensation is initially considered by the compensation committee of the Board (the “ Compensation Committee ”), which is currently comprised of Charmaine Crooks (Chair), Raymond Choy and Andrew Kiguel, and then recommended to the Board for approval.

The Compensation Committee assists the Board in fulfilling its obligations relating to compensation issues. The Compensation Committee considers the compensation of executive officers, seeking information and feedback from management of the Company, when needed. The proposed executive compensation is then presented to the Board for approval and/or ratification, as applicable. The Compensation Committee also makes recommendations to the Board respecting the Company’s incentive compensation plans, including administration of the Stock Option Plan. It also has the responsibilities of reviewing and recommending director compensation, overseeing the Company’s base compensation structure and equity-based compensation program, recommending compensation of the Company’s officers and employees to the Board, and evaluating the performance of officers generally and in light of annual goals and objectives.

The compensation of the Company’s executives is designed to provide market-competitive compensation to attract and retain executives with the management skills required to execute on the Company’s objectives and to reward executive team members for their contribution to the overall success of the Company and for achievement of planned business objectives in their own area of responsibility, while also encouraging teamwork and the building of a high performing organization. The compensation of the Company’s executive includes three major elements: (a) base salary; (b) an annual cash bonus; and (c) the Stock Option Plan. The Company does not currently have any other long-term incentive plan or pension plan in place.

Base Salary

Base salaries are intended to provide an appropriate level of fixed compensation that will assist in employee retention and recruitment. Base salaries will be based on an assessment of factors such as the executive’s performance, a consideration of competitive compensation levels in companies similar to the Company and a review of the performance of the Company as a whole and the role such executive played in such corporate performance.

Cash Bonus

The Company may award cash bonuses in order to motivate executives to achieve short-term corporate goals. The success of executives in achieving their individual objectives and their contribution to the Company in reaching its overall goals are factors in the determination of their cash bonus. To date, cash bonuses have been awarded based on revenue-focused targets.

Stock Option Plan

Tribe Private previously utilized its stock option plan to provide Tribe Private with a share related mechanism to attract, retain and motivate qualified directors, officers, employees, consultants and contractors, to provide an incentive to such individuals to contribute toward the long-term goals of Tribe Private, and to encourage such individuals to acquire shares of Tribe Private as long-term investments. In connection with the Qualifying Transaction, the Company hopes to utilize the Stock Option Plan to continue to encourage share ownership by directors, senior officers and employees, together with consultants, who are primarily responsible for the management and growth of the business of the Company. The number of Common Shares, the exercise price per Common Share, the vesting period and any other terms and conditions of options granted pursuant to the Stock Option Plan, from time to time, will be determined by the Board at the time of the grant, subject to the defined parameters of the Stock Option Plan and compliance with the policies of the Exchange.

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Pensions Plan Disclosure

The Company does not have any pension plan benefits.

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