VersaPay Corporation — Proxy Solicitation & Information Statement 2020

Jan 17, 2020

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18 King Street East, 18th Floor Toronto, ON M5C 1C4 Phone: (647) 258-9380

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that, pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) (the “ Court ”) dated January 15, 2020 (the “ Interim Order ”), a special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (the “ Common Shares ”) of VersaPay Corporation (“ VersaPay ” or the “ Company ”) will be held at the offices of Cassels Brock & Blackwell LLP, Suite 2100, Scotia Plaza, 40 King Street West, Toronto, Ontario at 10:00 a.m. (Toronto time) on February 14, 2020, for the following purposes:

1. to consider and, if thought advisable, to pass, with or without variation, a special resolution (the “ Arrangement Resolution ”), the full text of which is set forth in Appendix A to the accompanying management information circular (the “ Circular ”), to approve a plan of arrangement (the “ Plan of Arrangement ”) under Section 192 of the Canada Business Corporations Act (the “ CBCA ”) involving VersaPay and 1233518 B.C. Ltd, an affiliate of Great Hill Partners; and

2. to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

Specific details of the matters to be put before the Meeting are set forth in the Circular. If the Arrangement Resolution is not approved by the Shareholders at the Meeting, the Arrangement cannot be completed.

THE BOARD OF DIRECTORS OF VERSAPAY UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION.

The Board of Directors of the Company has fixed the record date for determining the Shareholders entitled to receive notice of and vote at the Meeting as the close of business on January 8, 2020 (the “ Record Date ”). Only registered Shareholders as of the Record Date are entitled to receive notice of and vote at the Meeting.

A registered Shareholder may attend the Meeting in person or may be represented at the Meeting by proxy. Registered Shareholders who are unable to attend the Meeting, or any adjournment or postponement thereof, in person are encouraged to vote by completing the enclosed form of proxy and delivering it in accordance with the instructions set out in the form of proxy and the Circular. The time limit for the deposit of forms of proxy may be waived by the Chairman of the Meeting in his sole discretion without notice. A registered Shareholder may also vote through the Internet at www.investorvote.com or by telephone at 1-866-732-VOTE (8683).

If you are a non-registered Shareholder and have received these materials from your broker or other intermediary, please complete and return the form of proxy, voting instruction form or other authorization provided to you by your broker or such other intermediary in accordance with the instructions provided therein.

The Interim Order provides registered Shareholders with the right to dissent in respect of the Arrangement Resolution. If the Arrangement becomes effective, Shareholders who have validly exercised their right to dissent in accordance with the procedures set forth in Section 190 of the CBCA (as modified by the Interim Order and the Plan of Arrangement) will be entitled to be paid the fair value of their Common Shares by the Purchaser. There can be no assurance that a dissenting Shareholder will receive consideration for his, her or its Common Shares of equal or greater value to the consideration that such dissenting Shareholder would have received under the Arrangement if such Shareholder did not exercise its dissent rights in respect of such Common Shares. A summary of the dissent procedures is set out in the Circular. Failure to strictly comply with the requirements set forth

in Section 190 of the CBCA (as modified by the Interim Order and the Plan of Arrangement) may result in the loss or unavailability of any right to dissent with respect to the Arrangement Resolution.

Non-registered Shareholders that wish to dissent in respect of the Arrangement Resolution should be aware that only registered Shareholders are entitled to dissent. Accordingly, a non-registered Shareholder desiring to exercise the right of dissent must make arrangements for the Common Shares beneficially owned by such Shareholder to be registered in his, her or its name prior to the time the written notice of dissent to the Arrangement Resolution is required to be received by VersaPay or, alternatively, make arrangements for the registered Shareholder of such Common Shares to dissent on his, her or its behalf.

In order for registered Shareholders to receive the consideration to which such registered Shareholders are entitled under the Arrangement, they must complete and sign the Letter of Transmittal (printed on blue paper) enclosed with the Circular and return it, together with their share certificate(s) or direct registration system advice(s), as applicable, and such other documents and instruments referred to in the Letter of Transmittal or reasonably requested by Computershare Trust Company of Canada, the depositary in respect of the Arrangement, in accordance with the procedures set out in the Letter of Transmittal. Non-registered Shareholders should follow the instructions provided to them by their broker or other intermediary to arrange for their broker or other intermediary to complete the necessary transmittal documents and to ensure they receive the consideration to which such non-registered Shareholder is entitled under the Arrangement.

Your vote is very important, regardless of the number of Common Shares that you own. Whether or not you expect to attend the Meeting in person, we encourage you to complete and deliver your form of proxy or voting instruction form, as applicable, as promptly as possible to ensure that your vote will be counted at the Meeting.

If you have any questions or require more information with regard to the procedures for voting or completing your proxy or voting instruction form, please contact Laurel Hill Advisory Group by telephone 1-877-452-7184 (toll free in North America) or 416-304-0211 (outside North America) or by email at assistance@laurelhill.com.

DATED at Toronto, Ontario this 15[th] day of January, 2020.

BY ORDER OF THE BOARD OF DIRECTORS OF VERSAPAY CORPORATION

“Arthur Mesher” Arthur Mesher Non-Executive Chairman

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