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NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR

Dated: November 2, 2021

Meeting Details

Date: December 10, 2021 Time: 10:00 a.m. (Pacific Time) Place: Virtual-Only Format Conducted via ZOOM

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3168 262nd Street Aldergrove, BC, V4W 2Z6 Telephone: 604.607.4000

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “ Meeting ”) of the shareholders of Vicinity Motor Corp. (formerly Grande West Transportation Group Inc.) (the “ Corporation ”) will be held in a virtualonly format conducted via Zoom on Friday, December 10, 2021 at the hour of 10:00 a.m. (Pacific Time) for the following purposes:

To receive and consider the audited financial statements of the Corporation for the financial year ended December 31, 2020, and the auditor's report thereon;
To appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the Corporation’s auditor for the ensuing year, at a remuneration to be fixed by the Directors;
To set the number of Directors for the ensuing year at six (6);
To elect Directors to hold office for the ensuing year;
To consider an ordinary resolution to approve the Corporation’s stock option plan, as set out under the heading the “Stock Option Plan” in the attached Information Circular;
To consider an ordinary resolution of the disinterested shareholders to approve the increase in the number of common shares available for grant under the Corporation’s deferred share unit plan, as more fully described in the attached Information Circular;
1. To consider an ordinary resolution of the disinterested shareholders to increase of the number of common shares available for issuance under, the Corporation’s restricted stock unit plan, as more fully described in the attached Information Circular; and
To transact such other business as may properly be transacted at the Meeting or at any adjournment thereof.

IMPORTANT NOTICE

In light of the ongoing public health concerns related to COVID-19, and based on government recommendations to avoid large gatherings, the Corporation will not be permitting attendance in person. Shareholders are urged to vote on the matters before the Meeting by proxy and to listen to the Meeting online. Registered shareholders or proxyholders representing registered shareholders participating in the Meeting virtually will be considered to be present in person at the Meeting for the purposes of determining quorum. Non-registered shareholders who have not duly appointed themselves as a proxyholder will be able to attend the Meeting as a guest, but will not be able to vote at the Meeting.

All shareholders are entitled to attend and vote at the Meeting virtually in person or by proxy. The Board of Directors (the “Board”) requests that all shareholders who will not be attending the Meeting read, date and sign the accompanying proxy and deliver it to Computershare Investor Services Inc. (“Computershare”). If a shareholder does not deliver a proxy to Computershare, Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 by 10:00 a.m. (Vancouver, British Columbia time) on Wednesday, December 8, 2021 at 1:00 pm (Toronto Time) (or before 48 hours, excluding Saturdays, Sundays and holidays before any adjournment of the meeting at which the proxy is to be used) then the shareholder will not be entitled to vote at the Meeting by proxy. Only shareholders of record at the close of business on November 2, 2021 will be entitled to vote at the Meeting.

Shareholders will have two options to access the Meeting, being via teleconference or through the Zoom application, which requires internet connectivity. Registered shareholders wishing to vote in person and any shareholders wishing to view materials that may be presented by the Corporation’s management will need to utilize the Zoom application but any shareholder may listen to the Meeting via teleconference.

Registered shareholders participating via teleconference will not be able to vote in person at the Meeting as the Corporation’s scrutineer must take steps to verify the identity of registered shareholders using the video features.

In order to dial into the Meeting within Canada, shareholders will phone 1 778 907 2071 and enter the Meeting ID and Password noted below.

Outside of Canada, please find your local number https://us02web.zoom.us/u/kbYnydOG50

In order to access the Meeting through Zoom, shareholders will need to download the application onto their computer or smartphone and then once the application is loaded, enter the Meeting ID and Password below or open the following link:

https://us02web.zoom.us/j/83316615149?pwd=cFVWSlYrVXVJTVpJUE1aSTVubG1kQT09

Shareholders will have the option through the application to join the video and audio or simply view and listen.

Meeting ID: 833 1661 5149 Password: 879113

Meeting Material

This notice is accompanied by a management information circular (the “ Circular ”) and a form of proxy, which together provide additional information relating to the matters to be dealt with at the Meeting.

As set out in the notes to the Proxy, the enclosed proxy is solicited by management, but you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided, the name of the person you wish to represent you at the Meeting.

DATED at Vancouver, British Columbia, this 2[nd] day of November, 2021.

By order of the Board of Directors.

VICINITY MOTOR CORP.

/s/ “William Trainer”

William Trainer CEO, President and Director

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(the “Corporation”) 3168 262nd Street Aldergrove, BC, V4W 2Z6 Telephone: 604.607.4000

MANAGEMENT INFORMATION CIRCULAR

(containing information as at November 2, 2021 unless otherwise stated)

For the Annual General and Special Meeting to be held on Friday, December 10, 2021

This Information Circular (this “ Circular ”) is furnished in connection with the solicitation of proxies by the Management of Vicinity Motor Corp. (formerly Grande West Transportation Group Inc.) (the “ Corporation ”), for use at the annual general and special meeting (the “ Meeting ”) of the shareholders (“ Shareholders ”) of the Corporation to be held on Friday, December 10, 2021, at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof.

In this Information Circular, references to the “Corporation”, “we” and “our” refer to Vicinity Motor Corp. “Common Shares” means common shares without par value in the capital of the Corporation. “Beneficial Shareholders” means shareholders who do not hold Common Shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

VIRTUAL MEETING

This year to mitigate risks the health and safety of the Corporation’s shareholders, employees and other stakeholders, the Corporation will be holding its meeting in a virtual only format. Shareholders will have an equal opportunity to participate at the Meeting online regardless of geographic location. Registered shareholders and proxyholders will be able to attend the virtual meeting and vote. Non- registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual Meeting as a guest, but will not be able to vote at the Meeting. This is because the Corporation and its transfer agent, do not have a record of the non-registered shareholders, and, as a result, will have no knowledge of their shareholdings or entitlement to vote unless they appoint themselves as proxyholder. Please see “Appointment and Revocation of Proxy” below.

The Meeting will be held via the Zoom meeting platform. In order to access the Meeting, shareholders will have two options, being via teleconference or through the Zoom application, which requires internet connectivity. Registered shareholders wishing to vote in person and any shareholders wishing to view materials that may be presented by the Corporation’s management will need to utilize the Zoom application but any shareholder may listen to the Meeting via teleconference. Registered shareholders participating via teleconference will not be able to vote in person at the Meeting as the Corporation’s scrutineer must take steps to verify the identity of registered shareholders using the video features.

In order to dial into the Meeting within Canada, shareholders will phone 1 778 907 2071 and enter the Meeting ID and Password noted below.

Outside of Canada, please find your local number: https://us02web.zoom.us/u/kbYnydOG50

https: https://us02web.zoom.us/j/83316615149?pwd=cFVWSlYrVXVJTVpJUE1aSTVubG1kQT09

Shareholders will have the option through the application to join the video and audio or simply view and listen.

Meeting ID: 833 1661 5149 Password: 879113

It is the shareholders responsibility to ensure connectivity during the meeting and encourages its shareholders to allow sufficient time to log in to the Meeting before it begins.

SOLICITATION OF PROXIES

The enclosed instrument of proxy (the “ Proxy ”) is solicited by the management of the Corporation. The solicitation will be primarily by mail; however, proxies may be solicited personally or by telephone by the regular officers and employees of the Corporation. The cost of solicitation will be borne by the Corporation.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the Proxy are representatives of the Corporation.

A Shareholder entitled to vote at the Meeting has the right to appoint a person (who need not be a Shareholder) to attend and act on the Shareholder’s behalf at the Meeting other than the persons named in the accompanying form of proxy. To exercise this right, a Shareholder shall strike out the names of the persons named in the accompanying form of proxy and insert the name of the Shareholder’s nominee in the blank space provided or complete another suitable form of proxy.

VOTING BY PROXYHOLDER

Manner of Voting

The common shares represented by the Proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and, if the Shareholder specifies a choice on the Proxy with respect to any matter to be acted upon, the shares will be voted accordingly. On any poll, the persons named in the Proxy (the “ Proxyholders ”) will vote the shares in respect of which they are appointed. Where directions are given by the Shareholder in respect of voting for or against any resolution, the Proxyholder will do so in accordance with such direction.

The Proxy, when properly signed, confers discretionary authority on the Proxyholder with respect to amendments or variations to the matters which may properly be brought before the Meeting. At the time of printing this Circular, Management is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to Management should properly come before the Meeting, the proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the Proxyholder.

In the absence of instructions to the contrary, the Proxyholders intend to vote the common shares represented by each Proxy, properly executed, in favour of the motions proposed to be made at the Meeting as stated under the headings in this Circular.

Revocation of Proxy

A Shareholder who has given a Proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a Proxy may be revoked by instrument in writing executed by the Shareholder or by his or her attorney authorized in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer and deposited with the Corporation’s registrar and transfer agent, Computershare Trust Company of Canada (“ Computershare ”) at 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, or by fax within North America at 1-866-249-7775 or outside North America at 1-416-263-9524 at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the Proxy is to be used, or to the Chair of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

Voting Thresholds Required for Approval

In order to approve a motion proposed at the Meeting, a majority of not less than one-half of the votes cast will be required (an “ Ordinary Resolution ”) unless the motion requires a special resolution (a “ Special Resolution ”), in which case a majority of not less than two-thirds of the votes cast will be required. In the event a motion proposed at the Meeting requires disinterested Shareholder approval, common shares held by Shareholders of the Corporation who are also “insiders”, as such term is defined under applicable securities laws, will be excluded from the count of votes cast on such motion.

ADVICE TO REGISTERED SHAREHOLDERS

Shareholders whose names appear on the records of the Corporation as the registered holders of common shares in the capital of the Corporation (the “ Registered Shareholders ”) may choose to vote by proxy whether or not they are able to attend the Meeting in person. Registered Shareholders electing to submit a proxy may do so by:

(i) completing, dating and signing the enclosed form of proxy and returning it to the Corporation's transfer agent, Computershare Investor Services Inc. (“Computershare”), by fax within North America at 1-866-249-7775, or from outside North America at (416) 263-9524, or by mail or hand delivery at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1;
(ii) using a touch-tone phone to transmit voting choices to the toll free number given in the proxy. Registered Shareholders who choose this option must follow the instructions of the voice response system and refer to the enclosed proxy form for the toll free number, the holder’s account number and the proxy access number; or
(iii) using the internet through the website of Computershare at www.computershare.com/ca/proxy. Registered Shareholders who choose this option must follow the instructions that appear on the screen and refer to the enclosed proxy form for the holder’s account number and the proxy access number;

in all cases ensuring that the proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the proxy is to be used. The Proxy may be signed by the Shareholder or by his or her attorney in writing, or, if the Registered Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold shares in their own name.

Shareholders who do not hold their shares in their own name (the “ Beneficial Shareholders ”) should note that only proxies deposited by Registered Shareholders can be recognized and acted upon at the Meeting.

If shares are listed in an account statement provided to a Shareholder by an intermediary, such as a brokerage firm, then, in almost all cases, those shares will not be registered in the Shareholder’s name on the records of the

Corporation. Such shares will more likely be registered under the name of the Shareholder’s intermediary or an agent of that intermediary, and consequently the Shareholder will be a Beneficial Shareholder. In Canada, the vast majority of such shares are registered under the name CDS & Co. (being the registration name for the Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms). The shares held by intermediaries or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, an intermediary and its agents are prohibited from voting shares for the intermediary’s clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their shares are communicated to the appropriate person.

These proxy-related materials are being sent to both Registered Shareholders and Beneficial Shareholders of the Corporation. If you are a Beneficial Shareholder and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. In this event, by choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purpose of voting shares registered in the name of their broker, agent or nominee, a Beneficial Shareholder may attend the Meeting as a Proxyholder for a Registered Shareholder and vote their shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their shares as Proxyholder for a Registered Shareholder should contact their broker, agent or nominee well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their shares as a Proxyholder.

There are two kinds of Beneficial Shareholders, those who object to their name being made known to the issuers of securities that they own (“ OBOs ” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (“ NOBOs ” for Non-Objecting Beneficial Owners).

Non-Objecting Beneficial Owners

Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), issuers can obtain a list of their NOBOs from intermediaries for distribution of proxy-related materials directly to NOBOs. This year, the Corporation will rely on those provisions of NI 54-101 that permit it to directly deliver proxy-related materials to its NOBOs. As a result, NOBOs can expect to receive a scannable voting instruction form (“ VIF ”) from the Corporation’s transfer agent, Computershare. These VIFs are to be completed and returned to Computershare in the envelope provided or by facsimile. In addition, Computershare provides both telephone voting and internet voting as described on the VIF itself which contains complete instructions. Computershare will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.

If you are a Beneficial Shareholder and the Corporation or its agent has sent these proxy-related materials to you directly, please be advised that your name, address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding your securities on your behalf. By choosing to send these proxy-related materials to you directly, the Corporation (and not the intermediaries holding securities your behalf) has assumed responsibility for (i) delivering the proxy-related materials to you and (ii) executing your proper voting instructions as specified in the VIF.

Objecting Beneficial Owners

Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their shares are voted at the Meeting.

Applicable regulatory rules require intermediaries to seek voting instructions from OBOs in advance of Shareholders’ meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by OBOs in order to ensure that their shares are voted at the Meeting. The purpose of

the form of proxy or voting instruction form provided to an OBO by its broker, agent or nominee is limited to instructing the registered holder of the shares on how to vote such shares on behalf of the OBO.

The form of proxy provided to OBOs by intermediaries will be similar to the Proxy provided to Registered Shareholders. However, its purpose is limited to instructing the intermediary on how to vote your shares on your behalf. The majority of intermediaries now delegate responsibility for obtaining instructions from OBOs to Broadridge Investor Communications (“ Broadridge ”). Broadridge typically supplies voting instruction forms, mails those forms to OBOs, and asks those OBOs to return the forms to Broadridge or follow specific telephonic or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the shares to be represented at the meeting. An OBO receiving a voting instruction form from Broadridge cannot use that form to vote shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure that such shares are voted.

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

Except as otherwise disclosed herein, none of the directors (“ Directors ”) or officers (“ Officers ”) of the Corporation, at any time since the beginning of the Corporation’s last financial year, nor any proposed nominee for election as a Director, or any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting exclusive of the election of directors or the appointment of auditors. Directors and Officers may, however, be interested in the approval of the Corporation’s stock option plan (the “ Stock Option Plan ”) as detailed in “ Approval of Stock Option Plan ” and as such persons are entitled to receive incentive stock options (“ Options ”), deferred share units (“ DSUs ”) and restricted stock units (“ RSUs ”) under the Stock Option Plan, DSU Plan and RSU Plan, respectively.

RECORD DATE, QUORUM, VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

A Shareholder of record at the close of business on November 2, 2021 (the “ Record Date ”) who either personally attends the Meeting or who has completed and delivered a Proxy in the manner and subject to the provisions described above, shall be entitled to vote or to have such shareholder's shares voted at the Meeting, or any adjournment thereof.

Under the Corporation's current Articles the quorum for the transaction of business at the Meeting consists of at least two shareholders, or one or more proxyholders representing two members, or one member and a proxyholder representing another member. If there is only one shareholder entitled to vote at the Meeting, the quorum is one person who is, or who represents by proxy, that shareholder.

The Corporation’s authorized capital consists of an unlimited number of common shares (“ Common Shares ”) without par value,”). As at the Record Date, the Corporation has 34,892,918 Common Shares issued and outstanding, each share carrying the right to one vote.

Principal Holders of Voting Securities

To the best of the knowledge of the directors and senior officers of the Corporation, as of the date of this Circular, no person beneficially owns, or controls or directs, directly or indirectly, 10% or more of the issued and outstanding Common Shares of the Corporation.

EXECUTIVE COMPENSATION

For the purposes of this Circular, a Named Executive Officer (“ NEO ”) of the Corporation means each of the following individuals:

(a) the chief executive officer (“ CEO ”) of the Corporation;
(b) the chief financial officer (“ CFO ”) of the Corporation;

(c) the most highly compensated executive officer, other than the CEO and CFO, who was serving as an executive officer at the end of the most recently completed financial year and whose total compensation was more than $150,000; and
(d) each individual who would be a NEO under paragraph (c) above but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of the most recently completed financial year.

Statement of Executive Compensation

The following information regarding executive compensation is presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation , and sets forth compensation for each of William Trainer, Chief Executive Officer (“ CEO ”), President and a director of the Corporation, Dan Buckle, Chief Financial Officer (“ CFO ”) of the Corporation, John LaGourgue, Vice President of Corporate Development of the Corporation, Johnathan Leskewich, Former Chief Operating Officer (“ COO ”) Yue Zhong Wang, Former Vice President, (together the “ NEOs ”), and Joseph Miller, Andrew Imanse, Christopher Strong and James White, directors of the Corporation (the “ Directors ”).

Director and NEO Compensation, Excluding Compensation Securities

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Corporation to each NEO, in any capacity, and each director, during the two most recently completed financial years ended December 31, 2020 and 2019.

Table of Compensation Excluding Compensation Securities

*Table of Compensation Excluding Compensation Securities*	*Table of Compensation Excluding Compensation Securities*	*Table of Compensation Excluding Compensation Securities*	*Table of Compensation Excluding Compensation Securities*	*Table of Compensation Excluding Compensation Securities*	*Table of Compensation Excluding Compensation Securities*	*Table of Compensation Excluding Compensation Securities*	*Table of Compensation Excluding Compensation Securities*
Name and position	Year	Salary, consulting fee, retainer or commission ($)(1)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
William Trainer,(1) CEO/President/ Director	2020	410,192	Nil	Nil	Nil	Nil	410,192
	2019	291,944	Nil	Nil	Nil	Nil	291,944
Danial Buckle,(4) CFO	2020	259,615	Nil	Nil	Nil	Nil	259,615
	2019	235,898	Nil	Nil	Nil	Nil	235,898
Joseph Miller,(5) Chairman/Director	2020	Nil	Nil	25,000	Nil	Nil	25,000
	2019	Nil	Nil	25,000	Nil	Nil	25,000
John LaGourgue,(6) VP Corporate Development/ Director	2020	168,679	Nil	Nil	Nil	Nil	168,679
	2019	162,435	Nil	Nil	Nil	Nil	162,435
Andrew Imanse,(7) Director	2020	Nil	Nil	26,830(13)	Nil	Nil	26,830
	2019	Nil	Nil	26,538(12)	Nil	Nil	26,538
Christopher Strong_,(8) _Director	2020	Nil	Nil	26,830(13)	Nil	Nil	26,830
	2019	Nil	Nil	26,538(12)	Nil	Nil	26,538
James White,(10) Director	2020	Nil	Nil	25,000	Nil	Nil	25,000
	2019	Nil	Nil	6,712	Nil	Nil	6,712

Table of Compensation Excluding Compensation Securities

*Table of Compensation Excluding Compensation Securities*	*Table of Compensation Excluding Compensation Securities*	*Table of Compensation Excluding Compensation Securities*	*Table of Compensation Excluding Compensation Securities*	*Table of Compensation Excluding Compensation Securities*	*Table of Compensation Excluding Compensation Securities*	*Table of Compensation Excluding Compensation Securities*	*Table of Compensation Excluding Compensation Securities*
Name and position	Year	Salary, consulting fee, retainer or commission ($)(1)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Jonathan Leskewich (Former Chief Operating Officer)(11)	2020	205,769	Nil	Nil	Nil	Nil	205,769
	2019	n/a	n/a	n/a	n/a	n/a	n/a
Yue Zhong Wang (Former Vice President)(3)	2020	311,538	Nil	Nil	Nil	Nil	311,538
	2019	302,770	Nil	Nil	Nil	Nil	302,770
Jean-Marc Landry, (former CEO/VP Business Development)(2)	2020	n/a	n/a	n/a	n/a	n/a	n/a
	2019	316,182	Nil	Nil	Nil	Nil	316,182
Keith Parker, (former Director)(9)	2020	n/a	n/a	n/a	n/a	n/a	n/a
	2019	Nil	Nil	13,269(13)	Nil	Nil	13,269

Notes

(1) On October8, 2019, the Company adopted a DSU Plan (more particularly described herein under the heading “Stock Option Plans and Other Incentive Plans”) where Eligible Directors can opt to have their respective director’s fees, or a portion thereof, paid in Deferred Share Units (“DSUs”), rather than cash, which DSUs will vest into common shares upon their resignation. The above amounts reflect the value of compensation whether paid in cash or in DSUs.

(1) William Trainer was appointed a director on December 4, 2012 and Chief Executive Officer on August 26, 2019

(2) Jean-Marc Landry was appointed CEO on February 13, 2018 and separated with the Corporation on August 26, 2019

(3) Yue Zhong Wang was Vice-President from August 15, 2013 to December 4, 2020.

(4) Danial Buckle was appointed CFO on April 26, 2018.

(5) Joseph Miller was appointed on December 4, 2012

(6) John LaGourgue was appointed a director on June 21, 2016 and VP of Corporate Development on January 1, 2017

(7) Andrew Imanse was appointed a director on October 13, 2015

(8) Christopher Strong was appointed a director on May 29, 2018

(9) Keith Parker was appointed a director on March 12, 2018 and subsequently resigned on September 23, 2019.

(10) James White was appointed a director on September 23, 2019

(11) Jonathan Leskewich was Chief Operating Officer from April 28, 2020 to March 8, 2021.

(12) US$20,000 translated to Canadian dollars at the 2019 yearly average of 1.3269 per US$1

(13) US$10,000 translated to Canadian dollars at the 2019 yearly average of 1.3269 per US$1

(14) US$20,000 translated to Canadian dollars at the 2020 yearly average of 1.3415 per US$1

Stock Options and other Compensation Securities

The following table sets out all compensation securities granted or issued to each NEO and Director by the Corporation for the financial year ended December 31, 2020:


		*Compensation Securities*
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class(1)	Date of issue or grant (mm/dd/yy)	Issue, conversion or exercise price ($)(1)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date (mm/dd/yy)
Danial Buckle CFO	Options RSUs	50,000 150,000	05/04/2020 09/21/2020	$0.40 N/A	$0.275 N/A	$1.57 N/A	05/03/2025 N/A
John LaGourgue VP Corporate Development/ Director	DSUs RSUs DSUs Options DSUs	18,640 150,000 4,006 50,000 1,990	09/21/2020 09/21/2020 10/23/2020 11/23/2020 12/31/2020	$0.475 N/A $0.78 $2.05 $1.57	$0.48 N/A $1.21 $2.05 $1.57	$1.57 N/A $1.57 $1.57 $1.57	N/A N/A N/A 11/22/2025 N/A
Joseph Miller Chairman/Director	DSUs DSUs DSUs DSUs	13,020 37,280 8,012 3,980	01/03/2020 09/21/2020 10/23/2020 12/31/2020	$0.48 $0.475 $0.78 $1.57	$0.45 $0.48 $1.21 $1.57	$1.57 $1.57 $1.57 $1.57	N/A N/A N/A N/A
Christopher Strong Director	DSUs DSUs DSUs Options DSUs	13,533 41,265 8,550 50,000 4,054	01/03/2020 09/21/2020 10/23/2020 11/23/2020 12/31/2020	$0.48 $0.475 $0.78 $2.05 $1.57	$0.455 $0.48 $1.21 $2.05 $1.57	$1.57 $1.57 $1.57 $1.57 $1.57	N/A N/A N/A 11/22/2025 N/A
Andrew Imanse, Director	Options	50,000	11/23/2020	$2.05	$2.05	$1.57	11/22/2025
James White, Director	DSUs DSUs DSUs Options DSUs	13,984 37,280 8,012 50,000 3,980	01/03/2020 09/21/2020 10/23/2020 11/23/2020 12/31/2020	$0.48 $0.475 $0.78 $2.05 $1.57	$0.455 $0.48 $1.21 $2.05 $1.57	$1.57 $1.57 $1.57 $1.57 $1.57	N/A N/A N/A 11/22/2025 N/A
Jonathan Leskewich Former Chief Operating Officer	Options Options	50,000 100,000	05/12/2020 05/26/2020	$0.40 $0.40	$0.26 $0.28	$1.57 $1.57	05/11/2025 05/25/2025

Notes:

Subsequent to the financial year ended December 31, 2020, the Corporation completed a consolidation of it’s common shares on the basis of one (1) new post-Consolidation common share for every three (3) pre-Consolidation common shares. The numbers in the above table are shown on a pre-consolidated basis.

The following table discloses the total amount of compensation securities held by the NEOs and directors as at the Corporation’s financial year ended December 31, 2020.

Name and Position	Type of Compensation Security	Number of Options(1)	Vesting Provisions
William Trainer, CEO/President/ Director	Options Options	250,000 600,000	These options vest evenly every six months over three years. As at December 31, 2020, there were 525,002 unvested awards
Danial Buckle, CFO	Options	300,000	These options vest evenly every six months over three years. As at December 31, 2020, there were 50,000 unvested awards.
John LaGourgue, VP Corporate Development/ Director	Options Options Options DSUs	250,000 50,000 50,000 24,636	Options are fully vested. Options are fully vested. Options are fully vested. N/A
Joseph Miller Chairman/Director	Options DSUs	250,000 95,264	These options vest evenly every six months over three years. As at December 31, 2020, there were 125,002 unvested awards N/A
Christopher Strong Director	Options DSUs	300,000 102,296	Options are fully vested. N/A
Andrew Imanse, Director	Options	50,000	Options are fully vested.
James White, Director	Options Options DSUs	50,000 50,000 63,256	Options are fully vested. Options are fully vested. N/A
Jonathan Leskewich Former Chief Operating Officer	Options Options	50,000 100,000	25,000 of these options vested on November 12, 2020 the remaining balance shall vest on May 12, 2021. These options vest evenly every six months over three years. As at December 31, 2020, there were 50,002 unvested awards

Notes:

Subsequent to the financial year ended December 31, 2020, the Corporation completed a consolidation of it’s common shares on the basis of one (1) new post-Consolidation common share for every three (3) pre-Consolidation common shares. As a result, all of the compensation securities noted above were also consolidated on a 3:1 basis which will be reflected in next years annual information circular.

Exercise of Compensation Securities by Directors and NEOs

The following table sets out each exercise by a director or NEO of compensation securities during the financial year ended December 31, 2020.

	Exercise of Compensation Securities by Board and NEOs	Exercise of Compensation Securities by Board and NEOs	Exercise of Compensation Securities by Board and NEOs	Exercise of Compensation Securities by Board and NEOs	Exercise of Compensation Securities by Board and NEOs
Name and position	Type of compensation security	Number of underlying securities exercised	Exercise price per security ($)	Date of Exercise (mm/dd/yy)	Closing price per security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
Danial Buckle, CFO	RSU	150,000	N/A	09/30/2020	N/A	N/A	$100,500
John LaGourgue VP Corp. Development/ Director	RSU	150,000	N/A	09/30/2020	N/A	N/A	$100,500
Andrew Imanse, Director	Options Options	50,000 250,000	$0.52 $0.75	10/28/2020 11/26/2020	$1.12 $1.86	$0.60 $1.11	$30,000 $277,500

Stock Option Plans and Other Incentive Plans

10% Rolling Stock Option Plan

The Corporation’s existing 10% rolling Stock Option Plan was implemented to provide effective incentives to directors, senior officers, employees, consultants, consultant company or management company employees of the Corporation and its subsidiaries, or an eligible charitable organization (collectively “ Eligible Persons ”) and to provide Eligible Persons the opportunity to participate in the success of the Corporation by granting to such individuals options, exercisable over periods of up to ten years, as determined by the Board, to buy shares of the Corporation at a price equal to the Market Price (as defined in the Stock Option Plan) prevailing on the date the option is granted less applicable discount, if any, permitted by the policies of the TSX Venture Exchange (the “ TSXV ”) and approved by the Board.

Pursuant to the rules of the TSXV, a rolling stock option plan, such as the Stock Option Plan, must be re-approved by a majority of the Shareholders every year. Accordingly, the Stock Option Plan, which does not have a fixed maximum number of securities issuable there under, is being submitted to the Shareholders for approval at the Meeting.

The Stock Option Plan shall be administered by the Board and subject to approval of the granting of options by the Board, the Corporation shall grant options under the Stock Option Plan. The exercise price for the Common Shares of the Corporation under each option shall be determined by the Board on the basis of the Market Price (as set out in the Stock Option Plan). The exercise of options issued may not be less than the Market Price of the Common Shares at the time the option is granted, less any discounts allowed by the TSXV (subject to the minimum exercise price allowed by the TSXV). The expiry date for each option shall be set by the Board at the time of issue of the option and shall not be more than ten years after the grant date. Options shall not be assignable or transferable by the optionee.

The Stock Option Plan provides that the aggregate number of Common Shares of the Corporation which may be available for issuance under the Stock Option Plan will not exceed 10% of the total number of Common Shares of the Corporation issued and outstanding from time to time, less the number of Common Shares issuable pursuant to the Restricted Stock Unit Plan (the “ RSU Plan ”) and Deferred Share Unit Plan (the “ DSU Plan ”).

The number of Common Shares reserved for issuance under the Stock Option Plan and all of the Corporation's other previously established or proposed share compensation arrangements, including the RSU Plan and DSU Plan:

(a) in aggregate shall not exceed 10% of the total number of issued and outstanding Common Shares on a non-diluted basis; and
(b) to any one optionee within a 12-month period shall not exceed 5% of the total number of issued and outstanding shares on a non-diluted basis (unless otherwise approved by the disinterested shareholders of the Corporation).

The number of Common Shares which may be issuable under the Stock Option Plan and all of the Corporation's other previously established or proposed share compensation arrangements, including the RSU Plan and DSU Plan, within a one-year period:

(a) to all insiders shall not exceed 10% of the total number of issued and outstanding shares on the date of the grant on a non-diluted basis;
(b) to any one optionee, shall not exceed 5% of the total number of issued and outstanding Shares on the date of the grant on a non-diluted basis (unless otherwise approved by the disinterested shareholders of the Corporation);
(c) to any one consultant shall not exceed 2% in the aggregate of the total number of issued and outstanding Common Shares on the grant date on a non-diluted basis; and
(d) to all Eligible Persons who undertake investor relations activities shall not exceed 2% in the aggregate of the total number of issued and outstanding Common Shares on the date of the grant on

a non-diluted basis, which options are to be vested in stages over at least a one-year period and no more than one-quarter of such options may be vested in any three month period.

Options shall be granted as fully vested on the date of the grant and may be exercised to purchase any number of Common Shares up to the number of Unissued Option Shares (as defined in the Stock Option Plan) at any time after the Grant Date, provided that the Stock Option Plan has been previously approved by the shareholders of the Corporation, where such prior approval is required by TSXV Policies, up to 4:00 p.m. local time on the Expiry Date and shall not be exercisable thereafter; however, if the option is being granted to an Eligible Person who is providing investor relations activities to the Corporation, then the option must vest in stages over at least a one-year period and no more than one-quarter of such options may be vested in any three month period.

An optionee who ceases to be an Eligible Person due to his or her death or disability or, in the case of an optionee that is a Corporation, the death or disability of the person who provides management or consulting

services to the Corporation or to any entity controlled by the Corporation, the option then held by the optionee shall be exercisable to acquire any Vested Unissued Option Shares (as defined in the Stock Option Plan) at any time up to but not after the earlier of (i) 365 days after the date of death or disability and (ii) the option expiry date.

If the optionee, or in the case of a management company employee or a consultant company, the optionee's employer, ceases to be an Eligible Person as a result of termination for cause, as that term is interpreted by the courts of the jurisdiction in which the optionee, or, in the case of a management company employee or a consultant company, of the optionee's employer, is employed or engaged, any outstanding option held by such optionee on the date of such termination shall be cancelled as of that date.

If the optionee or, in the case of a management company employee or a consultant company, the optionee's employer, ceases to be an Eligible Person due to his or her retirement at the request of his or her employer earlier than the normal retirement date under the Corporation's retirement policy then in force, or due to his or her termination by the Corporation other than for cause, or due to his or her voluntary resignation, the option then held by the optionee shall be exercisable to acquire Vested Unissued Option Shares at any time up to but not after the earlier of the option expiry date and the date which is 90 days after the optionee or, in the case of a management company employee or a consultant company, the optionee's employer, ceases to be an Eligible Person.

In the event the option expiry date falls on a date during a trading black out period that has been self imposed by the Corporation, the option expiry date will be extended to the 10[th] business day following the date that the self imposed trading black out period is lifted by the Corporation.

The Stock Option Plan contains provisions for the treatment and appropriate adjustment of options in relation to capital changes and with regard to a reorganization, stock split, stock dividend, combination of shares, merger, amalgamation, consolidation or any other change in the corporate structure or shares of the Corporation. The options granted under the Stock Option Plan may contain such provisions as the Board may determine with respect to adjustments to be made in the number and kind of shares covered by such options and in the option price in the event of any such change. If the Corporation determines that, in the event of a transaction, offer or proposal which would constitute an Offer (as defined in the Stock Option Plan) the Board may, upon notifying each optionee of the full particulars of the Offer, declare all Option Shares issuable upon the exercise of options granted under the Stock Option Plan, are vested (subject to the proviso below), and declare that the option expiry date for the exercise of all unexercised options granted under the Stock Option Plan is accelerated so that all options will either be exercised or will expire prior to the date upon which Common Shares must be tendered pursuant to the Offer, provided that where an option was granted to a consultant providing investor relations activities, the Board declaration that Option Shares issuable upon the exercise of such options granted under the Stock Option Plan be vested with respect to such Option Shares, is subject to prior approval of the TSXV.

Subject to the provisions of the Stock Option Plan, the Board has full and final authority in its discretion to interpret the Stock Option Plan, to prescribe, amend and rescind rules and regulations relating to the Stock Option Plan and to make all other determinations deemed necessary or advisable in respect of the Stock Option Plan. The Board may from time to time, subject to applicable law and to the prior approval, if required, of the TSXV or any other regulatory body having authority over the Corporation or the Stock Option Plan, suspend, terminate or discontinue the Stock Option Plan at

any time, or amend or revise the terms of the Stock Option Plan or of any option granted under the Stock Option Plan and the option agreement relating thereto, provided that no such amendment, revision, suspension, termination or discontinuance shall in any manner adversely affect any option previously granted to an optionee under the Stock Option Plan without the consent of that optionee. Any amendments to the Stock Option Plan or options granted thereunder will be subject to the approval of the shareholders.

As at the date of this Information Circular, there are 1,603,323 options outstanding under the Stock Option Plan, representing 5.19% of the outstanding Common Shares, and 1,190,828 options remain available for grant, representing 3.85% of the outstanding Common Shares. Of the 1,603,323 options outstanding under the Option Plan, 793,328 are held directly or indirectly by NEOs and/or Directors.

The Stock Option Plan was last approved by Shareholders at the annual and special meeting of the Corporation held on December 4, 2020.

As at the date of this Information Circular, there are also 130,079 DSUs outstanding and 166,000 RSUs outstanding.

Summary of the RSU Plan

The following is a summary of some of the key terms of the RSU Plan. At the Meeting, Disinterested Shareholders (as defined below) will be asked to pass a resolution approving certain amendments to the RSU Plan, as further detailed below under the heading “Amendments to the RSU Plan”. A complete copy of the RSU Plan is attached hereto as Schedule “D”.

The RSU Plan is intended to enhance the Corporation’s and its Affiliates’ (as defined in the RSU Plan) ability to attract and retain highly qualified officers, directors, key employees, consultants and other persons, and to motivate such officers, directors, key employees, consultants and other persons to serve the Corporation and its Affiliates and to expend maximum effort to improve the business results and earnings of the Corporation, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Corporation. To this end, the RSU Plan provides for the grant of RSUs. Any of these awards of RSUs may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals in accordance with the terms of the RSU Plan.

The Board has full power and authority to take all actions and to make all determinations required or provided for under the RSU Plan, any Award (as defined in the RSU Plan) or any Award Agreement (as defined in the RSU Plan), and has full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of the RSU Plan that the Board deems to be necessary or appropriate to the administration of the RSU Plan, any Award or any Award Agreement. All such actions and determinations are by the affirmative vote of a majority of the members of the Board present at a meeting or by unanimous consent of the Board. The interpretation and construction by the Board of any provision of the RSU Plan, any Award or any Award Agreement is final, binding and conclusive.

The Board from time to time may delegate to the Compensation Committee such powers and authorities related to the administration and implementation of the RSU Plan as the Board determines, other than the Board’s power and authority to grant awards or to issue Common Shares to grantees upon the vesting of an Award, consistent with the articles of the Corporation and applicable law.

Subject to the other terms and conditions of the RSU Plan, the Board has full and final authority to:

(i) designate grantees;
(ii) determine the number of Common Shares to be subject to an Award;
(iii) establish the terms and conditions of each Award (including, but not limited to, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting or forfeiture of an Award and any other terms or conditions);
(iv) prescribe the form of each Award Agreement evidencing an Award;

(iv) establish performance criteria; and
(v) amend, modify, or supplement the terms of any outstanding Award. Such authority specifically includes the authority, in order to effectuate the purposes of the RSU Plan but without amending the RSU Plan, to modify Awards to eligible individuals who are foreign nationals or are individuals who are employed outside Canada to recognize differences in local law, tax policy, or custom.

As a condition to any subsequent Award, the Board has the right, at its discretion, to require grantees to return to the Corporation Awards previously made under the RSU Plan. Subject to the terms and conditions of the RSU Plan, any such new Award granted is on such terms and conditions as are specified by the Board at the time the new Award is made. The Board has the right, in its discretion, to make Awards in substitution or exchange for any other award under another plan of the Corporation, any Affiliate, or any business entity to be acquired by the Corporation or an Affiliate. The Corporation may, within 30 days, annul an Award if the grantee is an employee of the Corporation or an Affiliate thereof and is terminated for Cause (as defined in the RSU Plan). The grant of any Award is contingent upon the grantee executing the appropriate Award Agreement.

Common Shares issued or to be issued under the RSU Plan are authorized but unissued Common Shares. Subject to the RSU Plan, the maximum number of Common Shares available for issuance under the RSU Plan is 166,666. If any Common Shares covered by an Award are forfeited, or if an Award terminates without delivery of any Common Shares subject thereto, then the number of Common Shares counted against the aggregate number of Common Shares available under the RSU Plan with respect to such Award is, to the extent of any such forfeiture or termination, again available for making Awards under the RSU Plan. The Board has the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions. The number of Common Shares reserved pursuant to the RSU Plan may be increased by the corresponding number of Awards assumed and, in the case of a substitution, by the net increase in the number of Common Shares subject to Awards before and after the substitution. The Corporation is seeking shareholder approval to the increase of RSUs such that the maximum number of Common Shares available for issuance under the RSU Plan will be, subject to shareholder and TSXV approval, 300,000.

Notwithstanding the foregoing:

(i) the number of securities issuable to insiders of the Corporation under all security-based compensation arrangements, including the RSU Plan, at any time, cannot exceed 10% of the issued and outstanding Common Shares;
(ii) the number of securities issued to insiders of the Corporation pursuant to such arrangements, within any one-year period, cannot exceed 10% of the issued and outstanding Common Shares;
(iii) the number of Common Shares issuable to any one service provider or other individual pursuant to an Award within any one-year period, cannot exceed 1% of the issued and outstanding Common Shares;
(iv) the aggregate number of Common Shares issuable to all service providers pursuant to Awards within any one-year period, cannot exceed 2% of the issued and outstanding Common Shares;
(v) the aggregate number of Common Shares issuable to any one person (and companies wholly owned by that person) in a 12 month period must not exceed 5% of the issued and outstanding Common Shares, calculated on the date the RSU is granted to the person (unless the Corporation has obtained the requisite Disinterested Shareholder approval); and
(vi) the aggregate number of Common Shares issuable to any one Consultant (as defined in the policies of the TSXV) in a 12 month period must not exceed 2% of the issued and outstanding Common Shares, calculated at the date the RSU is granted to the Consultant.

The Board may, at any time and from time to time, amend, suspend, extend or terminate the RSU Plan as to any Common Shares as to which Awards have not been made. An amendment must be contingent on

approval of the Corporation’s Shareholders to the extent stated by the Board, required by applicable law or required by applicable stock exchange listing requirements. However, amendments of a housekeeping nature, changes to

vesting provisions, changes to the term of the RSU Plan or Awards made under the RSU Plan or changes to performance criteria will not require shareholder approval.

At the time a grant of RSUs is made, the Board may, in its sole discretion, establish a period of time (a “ Vesting period ”) applicable to such RSUs. Each Award of RSUs may be subject to a different Vesting period. The Board may, in its sole discretion, at the time a grant of RSUs is made, prescribe restrictions in addition to or other than the expiration of the Vesting period, including the satisfaction of corporate or individual performance objectives, which may be applicable to all or any portion of the RSUs in accordance with the RSU Plan. Notwithstanding the foregoing, (i) RSUs that vest solely by the passage of time do not vest in full in less than three (3) years from the Grant Date (as defined in the RSU Plan); (ii) any Vesting period may be waived by the Board in its sole discretion; and (iii) RSUs granted to Outside Directors (as defined in the RSU Plan) vest, (a) at the election of an Outside Director at the time the Award is granted, within a minimum of one (1) year to a maximum of three (3) years following the Grant Date, as such Outside Director may elect, and (b) if no election is made, upon the earlier of a Change of Control (as defined in the RSU Plan) in accordance with the RSU Plan or his or her resignation from the Board.

RSUs may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of (other than to the grantee’s beneficiary or estate, as the case may be, upon the death of the grantee) during the Vesting period. Upon the death of a grantee, any RSUs granted to such grantee which, prior to the grantee’s death, have not vested, immediately vest and the grantee’s estate is entitled to receive payment in accordance with the RSU Plan.

Grantees of RSUs have no rights as shareholders of the Corporation. The Board may provide in an Award Agreement evidencing a grant of RSUs that the grantee is entitled to receive, upon the Corporation’s payment of a cash dividend on its outstanding Common Shares, a cash payment for each RSU granted equal to the per-share dividend paid on the outstanding Common Shares.

Unless the Board otherwise provides in an Award Agreement or in writing after the Award Agreement is issued, upon the termination of a grantee’s service, any RSUs granted to a grantee that have not vested and will not vest within 30 days from the date of termination, or with respect to which all applicable restrictions and conditions have not lapsed, are immediately deemed forfeited. Upon forfeiture of RSUs, the grantee has no further rights with respect to such Award, including but not limited to any right to receive dividends with respect to the RSUs.

The granting and vesting of RSUs may be subject to such performance conditions as may be specified by the Board in the Award Agreement. The Board may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce the amounts payable under any Award subject to performance conditions.

The performance goals for Awards consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Compensation Committee consistent with the RSU Plan. Performance goals are objective and otherwise meet the requirements that the level or levels of performance targeted by the Compensation Committee result in the achievement of performance goals being “substantially uncertain”. The Compensation Committee may determine that Awards vest upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to the vesting of an Award. Performance goals may differ for Awards granted to any one grantee or to different grantees.

The Board, in its sole discretion, may establish business criteria for the purpose of establishing performance goals in accordance with the RSU Plan, including but not limited to, one or more of the following business criteria for the Corporation, on a consolidated basis, and/or specified subsidiaries or business units of the Corporation (except with respect to the total shareholder return and earnings per share criteria): (1) total shareholder return; (2) such total shareholder return as compared to total return

(on a comparable basis) of a publicly available index such as, but not limited to, the S&P/TSX Composite Index; (3) past service to the Corporation; (4) net income; (5) pre-tax earnings; (6) earnings before interest expense, taxes, depreciation and amortization; (7) pre-tax operating earnings after interest expense and before bonuses, service fees, and extraordinary or special items; (8) operating margin; (9) earnings per share; (10) return on equity; (11) return on capital; (12) return on investment; (13) operating earnings; (14) working capital; (15) ratio of debt to shareholders’

equity; (16) revenue; and (17) free cash flow and free cash flow per share. Business criteria may be measured on an absolute basis or on a relative basis (i.e., performance relative to peer companies) and on a GAAP or non-GAAP basis.

If the number of outstanding Common Shares is increased or decreased or the Common Shares are changed into or exchanged for a different number or kind of shares or other securities of the Corporation on account of any recapitalization, reclassification, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration by the Corporation occurring after the Effective Date (as defined in the RSU Plan), the number and kinds of shares for which Awards may be made under the RSU Plan are adjusted proportionately and accordingly by the Corporation. In addition, the number and kind of shares for which Awards are outstanding are adjusted proportionately and accordingly so that the proportionate interest of the grantee immediately following such event is, to the extent practicable, the same as immediately before such event.

No fractional shares or other securities will be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment will be eliminated in each case by rounding downward to the nearest whole Common Share.

Summary of the DSU Plan

The following is a summary of some of the key terms of the DSU Plan. At the Meeting, Disinterested Shareholders (as defined below) will be asked to pass a resolution approving certain amendments to the DSU Plan, as further detailed below under the heading “ Amendments to the DSU Plan ”. A complete copy of the DSU Plan is attached hereto as Schedule “C”.

The purpose of the DSU Plan is to strengthen the alignment of interests between the eligible directors and the shareholders of the Corporation by linking a portion of annual director compensation, as determined by the committee from time to time, to the future value of the Common Shares. In addition, the DSU Plan has been adopted for the purpose of advancing the interests of the Corporation through the motivation, attraction and retention of directors of the Corporation and its affiliates. The DSU Plan will provide the opportunity to directors to receive compensation in line with the value of the Common Shares.

The DSU Plan shall be administered by the committee and the committee shall have full discretionary authority to administer the DSU Plan including the authority to interpret and construe any provision of the DSU Plan and to adopt, amend and rescind such rules and regulations for administering the DSU Plan as the committee may deem necessary in order to comply with the requirements of the DSU Plan. All actions taken and all interpretations and determinations made by the committee in good faith shall be final and conclusive and shall be binding on the participants and the Corporation. The appropriate officers of the Corporation are authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of the DSU Plan and of the rules and regulations established for administering the DSU Plan.

Currently, the aggregate maximum number of Common Shares available for issuance from treasury under the DSU Plan, subject to the adjustment provision of the DSU Plan, shall not exceed 166,666 Common Shares, or such greater number as may be approved from time to time by the Corporation’s disinterested shareholders. Under no circumstances may the number of DSUs granted in aggregate, together with any other security based compensation arrangement (as such term is defined in the DSU Plan) of the Corporation, exceed 10% of the total number of Common Shares then outstanding, provided that if any DSUs granted under the DSU Plan are cancelled or terminated in accordance with the DSU Plan, then the Common Shares subject to those DSUs will again be available to be granted under the DSU Plan, subject to adjustments pursuant to the DSU Plan.

The maximum number of DSUs which may be granted to insiders under the DSU Plan, together with grants under any other previously established or proposed security based compensation arrangements, within any one year period shall be 10% of the total number of Common Shares then outstanding (on a non-diluted basis).

The maximum number of DSUs which may be granted to any one participant (as such term is defined in the DSU Plan ), including, for greater certainty, companies wholly owned by that participant, together with grants under any other previously established or proposed security based compensation arrangements, within any one year period shall be 5% of the total number of Common Shares then outstanding (on a non-diluted basis).

The maximum number of Common Shares issuable to any one individual, at any time, pursuant to the DSU Plan and any other security based compensation arrangements of the Corporation, is 1% of the total number of Common Shares then outstanding and in the aggregate, 2% of the total number of Common Shares in any 12-month period.

Any Common Shares and DSUs issued under the DSU Plan shall be subject to the exchange hold period (as defined in the applicable policies of the TSXV) where applicable.

The DSU Plan shall remain in effect until it is terminated by the Board, subject to the requirements of the stock exchange upon which the Common Shares of the Corporation are then listed. Upon termination of the DSU Plan, the Corporation shall issue Common Shares with respect to all remaining DSUs under Section 3.04 of the DSU Plan, as at the applicable separation date (as such term is defined in the DSU Plan) for each of the remaining participants.

Subject to the terms of the DSU Plan and the compensation policies of the Board, beginning with the calendar year 2018, each eligible director may file an election notice (as such term is defined in the DSU Plan) in respect of his or her director’s remuneration (as such term is defined in the DSU Plan) payable for the following year. If an eligible director fails to make an election, he or she will be deemed to have elected to receive up to 100% of his or her director’s remuneration in DSUs as determined by the Committee in its discretion. An election notice can be made only once annually and will apply for the full duration of the eligible director’s current term in respect of which the director’s remuneration is payable or until a replacement election notice is made for a subsequent year. The DSU Plan grant date (as such term is defined in the DSU Plan) in respect of an eligible director, at the discretion of the Committee, shall be either: (i) the date on which the elected portion of the eligible director’s remuneration would otherwise be paid in cash, or (ii) the first business day following the public release of the Corporation’s audited annual financial statements for the immediately preceding fiscal year.

Notwithstanding any of the foregoing, the Committee shall have the authority, subject to applicable securities laws, to make any special grant of deferred share units to eligible directors, in such numbers, and at any time as the Committee will deem appropriate.

The DSU Plan will at all times remain unfunded and the obligations of the Corporation under the DSU Plan shall be general unsecured obligations of the Corporation.

As soon as practicable following the separation date (as such term is defined in the DSU Plan) for each participant, the Corporation shall issue to such participant one previously unissued Common Share for each outstanding whole deferred share unit held by such participant on such relevant separation date, less withholding taxes and applicable statutory source deductions. Fractional deferred share units shall be cancelled. In all events, such issuance of Common Shares will occur during the period commencing on the business day immediately following the separation date and ending no later than the 60[th] day following the participant’s separation date.

The Committee may, from time to time in its absolute discretion, amend (without shareholder approval), modify and change the provisions of the DSU Plan, provided that any amendment, modification or change to the provisions of the DSU Plan which would:

(a) materially increase the benefits of the holder under the DSU Plan to the detriment of the Corporation and Shareholders;
(b) increase the number of Common Shares, other than by virtue of Section 5.05 of the DSU Plan, which may be issued pursuant to the DSU Plan;
(c) reduce the range of amendments requiring shareholder approval contemplated in the DSU Plan;
(d) permit DSUs to be transferred other than for normal estate settlement purposes;
(e) materially modify the requirements as to eligibility for participation in the DSU Plan;

is only effective upon such amendment, modification or change being approved by the disinterested shareholders of the Corporation, if required by the TSXV or any other stock exchange on which the Common Shares are listed, or any other regulatory authorities having jurisdiction over the Corporation. In addition, any such amendment, modification or change of any provision of the DSU Plan is subject to the approval, if required, by any regulatory authority having jurisdiction over the securities of the Corporation.

The Committee may, subject to receipt of requisite regulatory approval (where required), but not subject to Shareholder approval, in its sole discretion make all other amendments to the DSU Plan that are not of the type contemplated above, including, without limitation:

(a) amendments of a housekeeping nature;
(b) amendments to reflect changes to applicable securities laws; and
(c) amendments to ensure that the DSUs granted under the DSU Plan will comply with any provisions respecting income tax and other laws in force in any country or jurisdiction of which a Participant may from time to time be a resident, or otherwise subject to tax therein.

Except as otherwise may be expressly provided for under the DSU Plan or pursuant to a will or by the laws of descent and distribution, no DSU and no other right or interest of a participant is assignable or transferable, and any such assignment or transfer in violation of the DSU Plan shall be null and void.

In the event there is any change in the Common Shares, whether by reason of a stock dividend, stock split, reverse stock split, consolidation, subdivision, reclassification or otherwise, an appropriate proportionate adjustment shall be made by the Committee with respect to the number of DSUs then outstanding under the DSU Plan as the Committee, in its sole discretion, may determine to prevent dilution or enlargement of rights. All such adjustments, as determined by the Committee, shall be conclusive, final and binding for all purposes of the DSU Plan.

If the Board at any time by resolution declares it advisable to do so in connection with any proposed sale or conveyance of all or substantially all of the property and assets of the Corporation or any proposed change of control (as such term is defined in the DSU Plan)(collectively, the “ Proposed Transaction ”), the Committee may give written notice to all participants advising that each DSU that is outstanding on, and has not yet vested or been redeemed prior to, the record date or the effective date (as applicable) of the Proposed Transaction may fully vest and be redeemed for Common Shares only within 30 days after the date of the notice and not thereafter, and that all rights of the participants under any DSU not redeemed will terminate at the expiration of the 30-day period, provided that the Proposed Transaction is completed within 180 days after the date of the notice. If the Proposed Transaction is not completed within the 180day period, no right under any DSU will be affected by the notice, except that any unvested DSU may not be redeemed between the date of expiration of the 30-day period and the day after the expiration of the 180-day period.

The Corporation is seeking shareholder approval to the increase the DSU Plan such that the maximum number of Common Shares available for issuance under the DSU Plan will be, subject to shareholder and TSXV approval, 400,000. To be effective, the resolution approving the DSU Plan must be approved by not less than a majority of the votes cast by the applicable disinterested Shareholders present in person, or represented by proxy, at the Meeting.

Employment, Consulting and Management Agreements

Management functions of the Corporation are not, to any substantial degree, performed other than by directors or NEOs of the Corporation. There are no agreements or arrangements that provide for compensation to NEOs or directors of the Corporation, or that provide for payments to a NEO or director at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, severance, a change of control in the Corporation or a change in the NEO or director’s responsibilities, other than as follows

William R. Trainer, Chief Executive Officer, President and Director

The employment agreement dated August 23, 2019 between the Corporation and Mr. Trainer provides that if the Corporation terminates Mr. Trainer’s employment without cause within 12-months of a change of control (as defined in the employment agreement), Mr. Trainer will be entitled to an amount equal to 24 months of his base salary, in effect at the time of termination. If there is a change of control (as defined in the employment agreement), and Mr. Trainer is terminated by the Corporation due to the change of control, any and all options and other equity awards granted to Mr. Trainer will fully vest and will be exercisable pursuant to the terms of the Stock Option Plan. If Mr. Trainer terminates his employment for good reason (as defined in the employment agreement) he shall be entitled to receive the same payments and benefits as if he had been terminated by the Corporation within 12-months of a change of control. If the Corporation terminates Mr. Trainer’s employment without cause and without notice, any and all

options and other equity awards granted to Mr. Trainer will fully vest and be exercisable and he will be entitled to an amount equal to 12-months of his base salary, in effect at the time of termination, which shall increase by two months for each year of engagement to a maximum of 24 months of base salary.

Yue Zhong Wang,

The employment agreement dated August 15, 2013 between the Corporation and Mr. Wang provides that if the Corporation terminates Mr. Wang’s employment without cause within 12-months of a change of control (as defined in the employment agreement), Mr. Wang will be entitled to an amount equal to 24 months of his base salary, in effect at the time of termination. If there is a change of control (as defined in the employment agreement), and Mr. Wang is terminated by the Corporation due to the change of control, any and all options and other equity awards granted to Mr. Wang will fully vest and will be exercisable pursuant to the terms of the Stock Option Plan. If Mr. Wang terminates his employment for good reason (as defined in the employment agreement) he shall be entitled to receive the same payments and benefits as if he had been terminated by the Corporation within 12-months of a change of control. If the Corporation terminates Mr. Wang’s employment without cause and without notice, any and all options and other equity awards granted to Mr. Wang will fully vest and be exercisable and he will be entitled to an amount equal to 12months of his base salary, in effect at the time of termination, which shall increase by two months for each year of engagement to a maximum of 24 months of base salary.

Danial Buckle, Chief Financial Officer

The employment agreement dated April 16, 2019 between the Corporation and Mr. Buckle provides that if the Corporation terminates Mr. Buckle’s employment without cause within 12-months of a change of control (as defined in the employment agreement), Mr. Buckle will be entitled to an amount equal to 12 months of his base salary, in effect at the time of termination. If there is a change of control (as defined in the employment agreement), and Mr. Buckle is terminated by the Corporation due to the change of control, any and all options and other equity awards granted to Mr. Buckle will fully vest and will be exercisable pursuant to the terms of the Stock Option Plan. If Mr. Buckle terminates his employment for good reason (as defined in the employment agreement) he shall be entitled to receive the same payments and benefits as if he had been terminated by the Corporation within 12-months of a change of control or without cause. If the Corporation terminates Mr. Buckle’s employment without cause and without notice, any and all options and other equity awards granted to Mr. Buckle will fully vest and be exercisable and he will be entitled to an amount equal to 12-months of his base salary, in effect at the time of termination.

Oversight and Description of Director and NEO Compensation

Compensation of Directors

Compensation of directors of the Corporation is reviewed and determined by the Compensation Committee of the Board (the “ Compensation Committee ”). The level of compensation for directors is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources. Long-term incentives for directors will be allocated between stock options and DSUs.

Compensation of NEOs

Compensation of NEOs is reviewed and determined by the Compensation Committee. The level of compensation for NEOs is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.

Elements of NEO Compensation

As discussed above, the Corporation provides an Option Plan, RSU Plan and DSU Plan to motivate NEOs by providing them with the opportunity, through Options, to acquire an interest in the Corporation and benefit from the Corporation’s growth. The Board does not employ a prescribed methodology when determining the grant or allocation of Options to NEOs. Other than the Option Plan, the Corporation does not offer any long-term incentive plans, share compensation plans, retirement plans, pension plans, or any other such benefit programs for NEOs.

Pension Plan Benefits

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

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

The following table sets forth aggregated information as at December 31, 2020, with respect to the compensation plan of the Corporation under which equity securities of the Corporation are authorized for issuance. Pursuant to the Stock Option Plan, DSU Plan and the RSU Plan, the maximum aggregate number of Common Shares which may be subject to options is 10% of the Common Shares outstanding from time to time:

*Equity Compensation Plan Information*	*Equity Compensation Plan Information*
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)
	(a)	(b)	(c)
Equity compensation plans approved by securityholders(1)	3,520,000	$0.90	4,789,774
Equity compensation plans not approved by securityholders	Nil	N/A	Nil
TOTAL	3,520,000	$0.90	4,789,774

(1) As to 3,520,000 options, Nil Restricted Stock Units and 285,452 Deferred Share Units

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date hereof, other than indebtedness that has been entirely repaid on or before the date of this information circular or “routine indebtedness” as defined in Form 51-102F5 of National Instrument 51-102 none of:

(a) the individuals who are, or at any time since the beginning of the last financial year of the Corporation were, a director or executive officer of the Corporation;
(b) the proposed nominees for election as a director of the Corporation; or
(c) any associates of the foregoing persons,

is, or at any time since the beginning of the most recently completed financial year has been, indebted to the Corporation or any subsidiary of the Corporation, or is a person whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any subsidiary of the Corporation.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion, “Informed Person” means:

(a) a Director or Officer;
(b) a director or executive officer of a person or Corporation that is itself an Informed Person or a Subsidiary;
(c) any person or Corporation who beneficially owns, directly or indirectly, voting securities of the Corporation or who exercises control or direction over voting securities of the Corporation or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Corporation, other than the voting securities held by the person or Corporation as underwriter in the course of a distribution; and
(d) the Corporation itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Except as disclosed below, elsewhere herein or in the Notes to the Corporation's financial statements for the financial year ended December 31, 2020 none of

(a) the Informed Persons of the Corporation;
(b) the proposed nominees for election as a Director; or
(c) any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, in any transaction since the commencement of the Corporation's most recently completed financial year or in a proposed transaction which has materially affected or would materially affect the Corporation or any subsidiary of the Corporation.

APPOINTMENT OF AUDITOR

PricewaterhouseCoopers LLP, Chartered Professional Accountants, (“ PWC ”) is the Corporation’s auditor. Management is recommending the re-appointment of PWC as Auditors for the Corporation, to hold office until the next annual general meeting of the shareholders at a remuneration to be fixed by the Board of Directors. Management recommends the appointment, and the persons named in the enclosed form of Proxy intend to vote in favour of such appointment.

MANAGEMENT CONTRACTS

Except as disclosed herein, the Corporation is not a party to a Management Contract whereby management functions are to any substantial degree performed other than by the directors or executive officers of the Corporation.

PARTICULARS OF MATTERS TO BE ACTED UPON

Presentation of Financial Statements

The audited financial statements of the Corporation for the financial year ended December 31, 2020, together with the Auditor's Report of the Corporation (the “ Financial Statements ”), will be presented to Shareholders at the Meeting.

The Financial Statements, the Auditor's Report thereon together with Management Discussion and Analysis (“ MD&A ”) for the financial year ended December 31, 2020, is available on SEDAR at www.sedar.com prior to the Meeting.

The Notice of Annual General Meeting of Shareholders, Information Circular, Request for Financial Statements (NI 51-102) and form of Proxy is also available SEDAR at www.sedar.com prior to the Meeting.

Appointment and Remuneration of Auditor

Shareholders will be asked to approve the re-appointment of PWC as the auditor of the Corporation to hold office until the next Annual General Meeting of the Shareholders at remuneration to be fixed by the Board of Directors.

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR appointing PWC as the Corporation’s independent auditor for the ensuing year, and FOR authorizing the Board to fix the auditor’s pay.

Fixing the Number of Directors

Management proposes, and the persons named in the accompanying form of proxy intend to vote in favour of, fixing the number of Directors at six (6). Although Management is nominating six (6) individuals to stand for election, the names of further nominees for Directors may come from the floor at the Meeting.

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR fixing the number of Directors at six (6) for the ensuing year.

Election of Directors

The persons named in the enclosed Instrument of Proxy intend to vote in favour of fixing the number of directors at six (6). Although Management is nominating six (6) individuals to stand for election, the names of further nominees for Directors may come from the floor at the Meeting.

Each Director of the Corporation is elected annually and holds office until the next annual general meeting of Shareholders or until his successor is duly elected, unless his office is earlier vacated in accordance with the Articles of the Corporation.

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a Director.

Information Concerning Nominees Submitted by Management

The following table sets out the names of the persons proposed to be nominated by Management for election as a Director, the province or state and country in which he is ordinarily resident, the positions and offices which each presently holds with the Corporation, the period of time for which he has been a director of the Corporation, the respective principal occupations or employment during the past five years if such nominee is not presently an elected director and the number of shares of the Corporation which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular. Each of the nominees are currently directors of the Corporation.

Name, Province and Country of ordinary residence, and positions held with the Corporation(1)	Principal occupation and, IF NOT an elected Director, principal occupation during the past five years(1)	Date(s) serving as a Director	No. of shares beneficially owned or controlled(1)
William Trainer Langley, BC CEO / President / Director	Chief Executive Officer of Vicinity Motor Corp.	December 4, 2012	1,420,041
Joseph Miller(2)(3) Surrey, BC Chairman / Director	Commercial Real Estate Development	December 4, 2012	1,908,809

Name, Province and Country of ordinary residence, and positions held with the Corporation(1)	Principal occupation and, IF NOT an elected Director, principal occupation during the past five years(1)	Date(s) serving as a Director	No. of shares beneficially owned or controlled(1)
John LaGourgue(2) Surrey, BC VP Corporate Development / Director	Officer and Director of Vicinity Motor Corp.	June 21, 2016	251,874
Andrew Imanse Orange County, CA Director	Independent Corporate Advisor	October 13, 2015	91,133
Christopher Strong(2)(3) Ft. Worth, TX Director	Independent Corporate Advisor	May 29, 2018	Nil
James White Toronto, ON Director	Managing Partner, Baynes & White, Toronto, ON, since 1993	September 23, 2019	318,271

(1) The information as to ordinary residence, principal occupation and number of common shares of the Corporation beneficially owned, or controlled or directed, directly or indirectly, by the nominee director and his or her associates and affiliates, not being within the knowledge of the Corporation, has been furnished by the respective nominees. Information provided as at the Record Date.
(2) Member of Audit Committee.
(3) Member of Compensation Committee.

The Corporation does not currently have an Executive Committee of its Board of Directors.

Cease Trade Orders, Corporate and Personal Bankruptcies, Penalties and Sanctions

For purposes of the disclosure in this section, an “order” means a cease trade order, an order similar to a cease trade order, or an order that denied the relevant Corporation access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days; and for purposes of item (a)(i) below, specifically includes a management cease trade order which applies to directors or executive officers of a relevant Corporation that was in effect for a period of more than 30 consecutive days whether or not the proposed director was named in the order.

Except as set forth below, none of the proposed directors, including any personal holding Corporation of a proposed director:

(a) is, as at the date of this Circular, or has been, within the 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any Corporation (including the Corporation) that:
(i) was subject to an order that was issued while the proposed director was acting in the capacity as a director, chief executive officer or chief financial officer of the Corporation; or
(ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer of the Corporation; or
(b) is, as at the date of this Circular, or has been, within the 10 years before the date of this Circular, a director or executive officer of any Corporation (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings,

arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets;

(c) has, within the 10 years before the date of this 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;
(d) 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 since December 31, 2000, or before December 31, 2000 if the disclosure of which would likely be important to a reasonable security holder in deciding whether to vote for a proposed director, or
(e) 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 security holder in deciding whether to vote for a proposed director.

Mr. Strong, a director of the Corporation, was a director of Geokinetics Inc. (“ Geokinetics ”), a publicly trading corporation on the AMEX headquartered in Houston, Texas. In March 2013, Geokinetics filed a prepackaged reorganization. Geokinetics is in the seismic business, which is heavily exposed to oil and gas prices. Due in part to a downturn in commodity prices, budget cuts for seismic data acquisition to develop new prospects and equipment which formed a substantial portion of the Geokinetics’ assets becoming obsolete, causing its value to be impaired when wireless networks began being used in the field for data collection, the Corporation became insolvent and was not believed to be financeable. Mr. Strong resigned as director of Geokinetics in April 2013.

Approval of Stock Option Plan

In accordance with the policies of the Exchange, a plan with a rolling ten (10%) maximum must be confirmed by the Shareholders at each annual general meeting. Accordingly, Shareholders are being asked to re-approve the Option Plan which was last approved by the Shareholders on December 4, 2020. There have been no changes to the Option Plan since it was previously approved by the Shareholders. The Option Plan is subject to the approval of the TSX Venture Exchange (the “ Exchange ”).

Shareholders will be asked to pass an ordinary resolution re-approving the Corporation’s Option Plan to accommodate the Exchange’s policies governing stock option plans. The details of the Option Plan are set forth below:

“BE IT RESOLVED THAT:

(i) the Corporation’s Stock Option Plan be ratified, confirmed and approved, including reserving for issuance under the Stock Option Plan at any time of a maximum of 10% of the issued and outstanding Common Shares of the Corporation;
(ii) the Corporation is authorized to grant stock options pursuant to and subject to the terms and conditions of the Stock Option Plan to qualified directors, officers, employees and consultants or management company employees of the Corporation, or any affiliate of the Corporation; and
(iii) any one director or officer of the Corporation, for and on behalf of the Corporation, be and is hereby authorized to execute and deliver all documents and instruments and take all such other actions as may be necessary or desirable to implement this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents and instruments and the taking of any such actions.”

For further information concerning the Corporation’s stock option plan, refer Executive Compensation – Stock Option Plans and Other Incentive Plans above.

The Board recommends that Shareholders vote FOR the approval of the Option Plan Resolution . Unless authority is withheld, the Management Proxyholders intend to vote FOR the Option Plan Resolution.

Approval of the DSU Plan Amendment

On October 8 , 2019, as amended September 21, 2020, and October 28, 2021, the Board approved, subject to Shareholder and TSXV approval, certain amendments (the “ DSU Plan Amendment ”) to the DSU Plan. At the Meeting, Disinterested Shareholders (as defined below) are being asked to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution (the “ DSU Plan Resolution ”) approving the DSU Plan Amendment.

“ Disinterested Shareholders ” are the shareholders of the Corporation other than (a) directors and senior officers of the Corporation; and (b) directors and senior officers of a company that is an insider of the Corporation or subsidiary of the Corporation; to whom DSUs may be granted under the DSU Plan and their associates. As such, the votes attaching to an aggregate of approximately 4,089,428 Common Shares, which are beneficially owned or over which control or direction is exercised by the directors and senior officers of the Corporation and subsidiaries and their respective associates, representing approximately 11.72% of the Corporation’s issued Common Shares entitled to vote at the Meeting, will be withheld from voting on the DSU Plan Resolution.

The DSU Plan Amendment includes the following:

revisions to the limitations in section 3.06 to increase the maximum number of DSUs available for issuance under the DSU Plan from 500,0000 (166,666 post-consolidation) to 400,000.

Passage of the DSU Plan Resolution will require approval by a majority (50%) of the votes cast on the matter at the Meeting by Disinterested Shareholders. The Board believes the passing of the DSU Plan Resolution is in the best interests of the Corporation and recommends that Disinterested Shareholders vote FOR the Share Unit Plan Resolution. Unless authority is withheld, the Management Proxyholders intend to vote FOR the DSU Plan Resolution. If Disinterested Shareholders do not approve the amendments set out above, then the DSU Unit Plan will remain unamended in its current form.

The full text of the DSU Plan Resolution is set forth below.

“BE IT RESOLVED THAT:

(i) Section 3.06(a) of the DSU Plan is hereby amended such that the aggregate number of common shares available for issuance from treasury under the DSU Plan, subject to certain adjustments, is 400,000 share (the “ DSU Plan Amendment ”), as more particularly described in the Corporation’s management information circular dated November 2, 2021 (the “ Information Circular ”);
(i) the Board be authorized on behalf of the Corporation to make any further amendments to the DSU Plan as may be required by regulatory authorities, without further approval of the Shareholders, in order to ensure implementation of the DSU Plan Amendment; and
(ii) any one director or officer of the Corporation is hereby authorized and directed for and in the name of and on behalf of the Corporation to execute or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.”

A copy of the amended DSU Plan is attached as Schedule “C” to this Information Circular.

Approval of the RSU Plan Amendment

On October 28 , 2021, the Board approved, subject to Shareholder and TSXV approval, certain amendments (the “ RSU Plan Amendment ”) to the RSU Plan. At the Meeting, Disinterested Shareholders are being asked to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution (the “ RSU Plan Resolution ”) approving the RSU Plan Amendments and the replenishment of the number of RSUs available for issuance under the RSU Plan. On March 29, 2021, the Corporation underwent a 3 to 1 share consolidation resulting in the number of RSUs available

under the Corporation’s RSU Plan to be 166,666 on a post-consolidated basis. As at the date of this Information Circular, there are 166,000 RSUs outstanding and 666 RSUs available for future grants. Accordingly, the Corporation is seeking shareholder approval to the an increase of 133,334 RSUs, such that a total of 300,000 RSUs are available under the current RSU Plan, leaving a balance of 134,000 RSUs available for future grants.

As such, the votes attaching to an aggregate of approximately 4,089,428 Common Shares, which are beneficially owned or over which control or direction is exercised by the directors and senior officers of the Corporation and subsidiaries and their respective associates, representing approximately 11.72% of the Corporation’s issued Common Shares entitled to vote at the Meeting, will be withheld from voting on the RSU Plan Resolution.

Passage of the RSU Plan Resolution will require approval by a majority (50%) of the votes cast on the matter at the Meeting by Disinterested Shareholders. The Board believes the passing of the RSU Plan Resolution is in the best interests of the Corporation and recommends that Disinterested Shareholders vote FOR the Share Unit Plan Resolution. Unless authority is withheld, the Management Proxyholders intend to vote FOR the RSU Plan Resolution. If Disinterested Shareholders do not approve the amendments set out above, then the RSU Unit Plan will remain unamended in its current form.

The full text of the RSU Plan Resolution is set forth below.

“BE IT RESOLVED THAT:

(i) Section 4 of the RSU Plan is hereby amended such that the aggregate number of common shares available for issuance from treasury under the RSU Plan, subject to certain adjustments, is 300,000 shares;
(ii) the Board be authorized on behalf of the Corporation to make any further amendments to the RSU Plan as may be required by regulatory authorities, without further approval of the Shareholders, in order to ensure implementation of the RSU Plan Amendment; and
(iii) any one director or officer of the Corporation is hereby authorized and directed for and in the name of and on behalf of the Corporation to execute or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.”

A copy of the amended RSU Plan is attached as Schedule “D” to this Information Circular.

OTHER MATTERS

As of the date of this circular, management knows of no other matters to be acted upon at this Annual General and Special Meeting. However, should any other matters properly come before the Meeting, the shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the shares represented by the proxy.

AUDIT COMMITTEE DISCLOSURE

The Charter of the Corporation's audit committee and other information required to be disclosed by Form 52-110F2 is attached to the Information Circular as Schedule “A”.

CORPORATE GOVERNANCE DISCLOSURE

The information required to be disclosed by National Instrument 58-101 Disclosure of Corporate Governance Practices is attached to this Circular as Schedule “B”.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Copies of the Corporation's Financial Statements and Management Discussion and Analysis may be obtained without charge upon request from the Corporation’s office located at 3168 – 262[nd] Street, Aldergrove, BC, V4W 2Z6

DIRECTOR APPROVAL

The contents of this Circular and the sending thereof to the Shareholders of the Corporation have been approved by the Board of Directors.

DATED this 2[nd] day of November, 2021

VICINITY MOTOR CORP.

“William Trainer” _______ William Trainer CEO and Director

SCHEDULE “A”

FORM 52-110F2 AUDIT COMMITTEE DISCLOSURE (VENTURE ISSUERS)

Item 1: Audit Committee Charter

A. General Functions, Authority and Role

The audit committee (the “ Committee ”) is a committee of the board of directors (the “ Board” ) of Vicinity Motor Corp. (“ Vicinity ” or the “ Corporation ”). The primary purpose of the Committee is to oversee the accounting and financial reporting processes of the Corporation and the audits of the Corporation’s financial statements and to exercise the responsibilities and duties set forth below, including, but not limited to, assisting the Board in fulfilling its responsibilities of monitoring (a) the integrity of the financial statements of the Corporation, (b) compliance by the Corporation with legal and regulatory requirements related to financial reporting, (c) the performance of the Corporation’s independent auditors, (d) the integrity of the Corporation’s internal controls and financial reporting process and (e) the Corporation’s strategy with regard to risk management.
The Committee has the power to conduct or authorize investigations into any matters within its scope of responsibilities, with full access to all books, records, facilities and personnel of the Corporation, its auditors and its legal advisors. In connection with such investigations or otherwise in the course of fulfilling its responsibilities under this charter, the Committee has the authority to independently retain special legal, accounting, or other consultants to advise it, and may request any of officer or employee of the Corporation, its independent legal counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.
The Corporation’s independent auditor is accountable to the Board and to the Committee, who, as representatives of the Corporation’s shareholders, have the ultimate authority and responsibility to evaluate the independent auditor, appoint and replace the independent auditor, and to determine appropriate compensation for the independent auditor. In the course of fulfilling its specific responsibilities hereunder, the Committee must maintain free and open communication between the Corporation’s independent auditors, Board and Corporation management. The responsibilities of a member of the Committee are in addition to such member’s duties as a member of the Board.
The Committee is not responsible for: planning or conducting audits; certifying or determining the completeness or accuracy of the Corporation’s financial statements or that the financial statements are in accordance with generally accepted accounting principles or international financial reporting standards, as applicable; or guaranteeing the report of the Corporation’s external auditor. The fundamental responsibility for the Corporation’s financial statements and disclosure rests with management and the external auditor.

B. Composition and Committee Organization

The Committee shall consist of not less than three members of the Board, the majority of whom shall be free from any relationship that, in the opinion of the Board would interfere with the exercise of his or her independent judgement as a member of the Committee. At the invitation of the Committee, members of the Board, management and others may attend Committee meetings as the Committee considers necessary or desirable.
The Chair of the Committee (the “ Chair ”) shall be appointed by the Board from among the members of the Committee by a majority vote.
The Committee shall comply with all applicable securities laws, instruments, rules and policies and regulatory requirements (collectively “ Applicable Securities Laws ”), including those relating to independence and financial literacy. Accordingly, the majority of the members of the Committee shall be independent within the meaning of National Instrument 52-110 – Audit Committees , and financially literate within the meaning of Applicable Securities Laws.
The Committee shall meet all requirements of the TSX Venture Exchange and the requirements of such other securities exchange, quotation system or regulatory agencies as may from time to time apply to the Corporation.
Each member of the Committee shall be appointed by the Board on an annual basis at its first meeting following each annual shareholders meeting and shall serve at the pleasure of the Board, or until the earlier of (a) the close of the next annual meeting of the Corporation’s shareholders at which the member’s term of office expires, (b) the death of the member, or (c) the resignation, disqualification or removal of the member from the Committee or from the Board. The Board may fill a vacancy in the membership of the Committee.

C. Meetings

The members of the Committee shall hold meetings as are required to carry out this Charter, and in any case, the Committee shall meet at least quarterly in each financial year of the Corporation. The Committee shall meet otherwise at the discretion of the Chair or a majority of the members of the Committee, or as may be required by Applicable Securities Laws.
No business may be transacted by the Committee at a meeting unless a quorum of the Committee is present. A majority of the members of the Committee shall constitute a quorum.
The external auditors and non-Committee board members are entitled to receive notice of and attend and be heard at each Committee meeting. The Chair, any member of the Committee, the external auditors, the Chairman of the Board, the Chief Executive Officer (the “ CEO ”) or the Chief Financial Officer (the “ CFO ”) may call a meeting of the Committee by notifying the Corporation’s Corporate Secretary who will notify the members of the Committee.
The Chair shall chair all Committee meetings that he or she attends, and in the absence of the Chair, the members of the Committee present may appoint a chair from their number at a meeting.
The Committee shall maintain minutes or other records of meetings and activities of the Committee in sufficient detail to convey the substance of the discussions held and file a copy of the minutes with the Corporate Secretary. The Chair may report orally to the Board on any matter in his or her view requiring the immediate attention of the Board.
The Committee may invite to a meeting any officers or employees of the Corporation, legal counsel, advisors and other persons whose attendance it considers necessary or desirable in order to carry out its responsibilities.
The Committee may appoint any individual, who need not be a member, to act as the secretary at any meeting.
The procedures for calling, holding, conducting and adjourning meetings of the Committee shall be the same as those applicable to meetings of the Board.
Any matter to be determined by the Committee shall be decided by a majority of the votes cast at a meeting of the Committee called for such purpose. Any action of the Committee may also be taken by an instrument or instruments in writing signed by all of the members of the Committee (including in counterparts, by facsimile or other electronic signature) and any such action shall be as effective as if it had been decided by a majority of the votes cast at a meeting of the Committee called for such purpose.
The Committee shall report its determinations and recommendations to the Board.

D. Resources and Authority

The Committee has the authority to:
a. engage, at the expense of the Corporation, independent counsel and other experts or advisors as is considered advisable;
b. determine and authorize the payment by the Corporation of the compensation for any independent

counsel and other experts and advisors retained by the Committee;

c. communicate directly with the internal and external auditors of the Corporation;
d. conduct any investigation considered appropriate by the Committee; and
e. have unrestricted access to the books and records of the Corporation.

E. Functions and Responsibilities

The Committee shall have the functions and responsibilities set out below as well as any other functions that are specifically delegated to the Committee by the Board and that the Board is authorized to delegate by Applicable Securities Laws and regulations.

21. Financial Reports

a. General – The Committee is responsible for overseeing the Corporation’s financial statements and financial disclosure. Management is responsible for the preparation, presentation and integrity of the Corporation’s financial statements and financial disclosure and for the appropriateness of the accounting principles and the reporting policies used by the Corporation. The external auditors are responsible for auditing the Corporation’s annual consolidated financial statements.
b. Review of Annual Financial Reports – The Committee shall review the annual consolidated audited financial statements of the Corporation, the external auditors’ report thereon, the related management’s discussion and analysis of the Corporation’s financial condition and results of operation (“ MD&A ”), the financial disclosure in any earnings press release and any other public disclosure documents that are required to be reviewed by the Committee pursuant to Applicable Securities Laws. After completing its review, if advisable, the Committee shall recommend for Board approval the annual financial statements, the related MD&A, and the earnings release.
c. Review of Interim Financial Reports – The Committee shall review the interim consolidated financial statements of the Corporation, the related MD&A, the financial disclosure in any earnings press release as well as the release of significant new financial information and any other public disclosure documents that are required to be reviewed by the Committee pursuant to Applicable Securities Laws. After completing its review, if advisable the Committee shall recommend for Board approval the interim financial statements, the related MD&A, and the earnings release.
d. Review Considerations – In conducting its review of the annual financial statements or the interim financial statements, the Committee shall:
i. meet with management and the external auditors, as applicable, to discuss the financial statements and MD&A;
ii. review the disclosures in the financial statements;
iii. review the audit report prepared by the external auditors;
iv. discuss with management, the external auditors and legal counsel, if so requested, any pending or threatened litigation claims and assessments or other contingency that could have a material effect on the financial statements;
v. review critical accounting and other significant estimates and judgments underlying the financial statements as presented by management;
vi. review any material effects of regulatory accounting initiatives or off-balance sheet structures on the financial statements as presented by management;
vii. review critical accounting and other significant estimates and judgments underlying the financial statements as presented by management;
viii. review the use of any non-GAAP financial measures, including “pro forma” or “adjusted” information;
ix. review management’s report on the design and effectiveness of disclosure controls and procedures and internal controls over financial reporting;
x. review results of the Corporation’s whistleblower program;
xi. meet in private with external auditors, as applicable, and one or more senior executives;
xii. review any other matters related to the financial statements that are brought forward by the external auditors and any amendment thereof, or which are required to be communicated to the Committee under accounting policies or auditing standards; and
xiii. if the Corporation lists its securities on a stock exchange in a jurisdiction other than Canada the Committee should review the equivalent applicable documentation and procedures.
e. Approval of Other Financial Disclosures – The Committee shall review and if advisable, approve and recommend for Board approval any financial disclosure contained in a prospectus or other securities offering document, annual report, annual information form, management information circular or proxy circular of the Corporation.

22. Auditors

a. General – The Committee shall be directly responsible for oversight of the work of the external auditors, including the external auditors’ work in preparing or issuing an audit report, performing other audit review, or attest services of any other related work. The external auditors shall report directly to the Committee and the Committee shall have authority to communicate directly with the Corporation’s external auditors.
b. Appointment – The Committee shall review and recommend to the Board the appointment of the external auditors. The Committee shall review and recommend for Board approval the compensation of the external auditors.
c. Resolution of Disagreements – The Committee shall seek to resolve any disagreements between management and the external auditors as to financial reporting matters.
d. Discussions with External Auditor – At least annually, the Committee shall discuss with the external auditor such matters as are required by applicable auditing standards to be discussed by the external auditor with the Committee, including any difficulties encountered in the course of the audit work or otherwise, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management; receive from and review with the independent auditor any accounting adjustments that were noted or proposed by the auditor but that were “passed” (as immaterial or otherwise), any “management” or “internal control” letter or schedule of unadjusted differences issued, or proposed to be issued, by the auditor to the Corporation, or any other material written communication provided by the auditor to the Corporation’s management.
e. External Audit Plan – At least annually, the Committee shall review a summary of the external auditors’ annual audit plan. The Committee shall consider and review with the external auditors any material changes to the scope of the plan.
f. Independence of External Auditors – At least annually, and before the external auditors issue their report on the annual financial statements, the Committee shall:
i. obtain from the external auditors a formal written statement describing all relationships between the external auditors and the Corporation;
ii. discuss with the external auditors any disclosed relationships or services that may affect the objectivity and independence of the auditors; and
iii. obtain written confirmation from the external auditors that they are objective and independent within the meaning of the applicable Rules of Professional Conduct/Code of Ethics adopted by the provincial institute or order of chartered professional accountants to which it belongs.
g. The Committee shall take appropriate action to ensure the independence of the external auditors.
h. Evaluation and Rotation of Lead Partner – At least annually, the Committee shall review the qualifications and performance of the lead partner of the external auditors. The Committee shall obtain a report from the external auditors annually verifying that the lead partner of the external auditors has served in that capacity for no more than five fiscal years of the Corporation and that the engagement team collectively possesses the experience and competence to perform an appropriate audit.
i. Hiring of Former Employees of External Auditor – The Committee shall review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation.
j. Non-Audit Services – The Committee shall approve in advance any retainer of the external auditors to perform any non-audit service not prohibited by law, including Applicable Securities Laws, for the Corporation. The Committee may delegate preapproval authority to a member of the Committee. The decisions of any member of the Committee to whom this authority has been delegated must be presented to the full Committee at its next scheduled Committee meeting. Approval by the Committee of a non-audit service to be performed by the external auditor of the Corporation shall be disclosed in periodic reports as necessary under reporting requirements. The external auditors are prohibited from providing any of the following services: (a) financial information systems design, implementation or consulting services, (b) appraisal or valuation services, (c) fairness opinions, (d) actuarial services, (e) internal audit outsourcing, (f) investment banking or investment advisory services, (g) legal services, or (h) any management or human resources function.

23. Internal Accounting and Disclosure Controls

a. General – The Committee shall review the adequacy of the Corporation’s internal accounting and disclosure controls, its management information systems and its financial, auditing and accounting organization and systems.
b. Establishment, Review and Approval – the Committee shall require management to implement and maintain appropriate systems of internal control in accordance with Applicable Securities Laws, regulations and guidance, including internal control over maintenance of records, financial reporting and disclosure and to review, evaluate and approve these procedures. At least annually, the Committee shall consider and review with management and the external auditors:
i. the effectiveness of, or weaknesses or deficiencies in: the design or operating effectiveness of the Corporation’s internal controls the overall control environment for management business risks; and accounting, financial and disclosure controls (including without limitation, controls over financial reporting) non-financial controls, and legal and regulatory controls and the impact of any identified weaknesses in internal controls on management’s conclusions;
ii. any significant changes in internal control over financial reporting that are disclosed, or considered for disclosure, including those in the Corporation’s periodic regulatory filings;
iii. any material issues raised by any inquiry or investigation by the Corporation’s regulators;
iv. the Corporation’s fraud prevention and detection program, including deficiencies in internal controls that may impact the integrity of financial information, or that may expose the Corporation to other significant internal or external fraud losses and the extent of those losses and any disciplinary action in respect of fraud taken against management or other employees who have a significant role in financial reporting; and
v. any related significant issues and recommendations of the auditors together with management’s responses thereto, including the timetable for implementation of recommendations to correct weaknesses in internal controls over financial reporting and disclosure controls.
The Committee shall receive and review regular reports from the Corporation’s General Counsel, if any, and other management members on: legal or compliance matters that may have a, if any, material impact on the Corporation; the effectiveness of the Corporation’s compliance policies; and any material communications received from regulators. The Committee shall review management’s plans to remediate any deficiencies identified.
The Committee shall establish or oversee the establishment of procedures for (a) the receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters, and will, as necessary or appropriate, investigate the matter and will work with management, external auditors, and the General Counsel, if any, or external legal counsel to reach a satisfactory conclusion.

26. The Committee shall:

a. at least annually, review and assess the adequacy of and, if advisable, approve and recommend for Board approval, any amendments to the Corporation’s Code of Business Conduct;
b. review and, if advisable, approve the Corporation’s processes for administering the Code of Business Conduct;
c. review actions taken by management to ensure compliance with the Code of Business Conduct, the results of the confirmations and the responses to any violations of the Code of Business Conduct;
d. review with management the results of their assessment of the Corporation’s compliance with the Code of Business Conduct and their plans to remediate any deficiencies identified;
e. review the policies and procedures instituted to ensure that any departure from the Code of Business Conduct by a director or senior officer which constitutes a “material change” within the meaning of Applicable Securities Laws is appropriately disclosed in accordance with Applicable Securities Laws; and
f. review and, if advisable, approve any waiver from a provision of the Code of Business Conduct requested by a member of the Board or senior management.
The Committee shall prepare, review and approve any Committee disclosure required in the Corporation’s disclosure documents.
The Committee may designate a subcommittee to review any matter within this Charter as the Committee deems appropriate.
The Committee shall annually review and reassess the adequacy of this Charter, recommend any proposed changes to the Board for approval and provide a copy of the Charter to all directors of the Board.
The Chair shall report to the Board at its request or as deemed necessary by the Committee on matters arising at Committee meetings and, where applicable, shall present the Committee`s recommendation to the Board for its approval. The Committee shall assess and report annually to the Board on the performance of the Committee by comparing the performance of the Committee against this Charter and the Committee’s goals and objectives for the year.

F. Financial Instruments, Risk Assessment and Risk Management

The Committee shall review and monitor the management of the principal financial risks that could materially impact the reporting of the Corporation.
The Committee shall review and monitor the processes in place for identifying principal financial risks and report them to the Board.
The Committee shall review policies with respect to the management of capital and financial instrument risk management, including:
a. reviewing and periodically approving management’s financial instrument risk philosophy and management policies;
b. reviewing management reports demonstrating compliance with risk management policies; and
c. discussing with management, at least annually, the Corporation`s major financial risk exposures and the steps management has taken to monitor, control and report such risks.

G. Other Responsibilities

34. The Committee should:

a. request and obtain an annual report from the external auditor regarding the external auditor’s internal quality control procedures including foreign office oversight and the application of such control procedures to the Corporation;
b. review and consider any issues raised by the external auditor’s report on its internal quality control procedures and any audit quality concerns raised by any regulators in respect of any review of the external auditor in any applicable jurisdiction; and
c. perform any other activities consistent with this Charter and Applicable Securities Laws as the Committee or the Board considers advisable.

Item 2: Composition of the Audit Committee

National Instrument 52-110 Audit Committees, (“ NI 52-110 ”) provides that a member of an audit committee is "independent" if the member has no direct or indirect material relationship with the Corporation, which could, in the view of the Corporation's Board, reasonably interfere with the exercise of the member's independent judgment.

NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation's financial statements. The following sets out the members of the audit committee and their education and experience that is relevant to the performance of his responsibilities as an audit committee member.

The current members of the Audit Committee are Christopher Strong (Chair), Joseph Miller and John LaGourgue, two of whom are independent (Messrs. Strong and Miller) and all of whom are financially literate as defined by NI 52-110.

Item 3: Relevant Education And Experience

The education and experience of each current Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member is set out below.

Christopher Strong (Chair)

Mr. Strong is a senior executive with over thirty years of experience with startups, acquisitions, initial public offerings, turnarounds and sales. In addition to previous roles as Chief Executive Officer, he has also served as audit committee

chair, Chief Financial Officer and held numerous other finance-related positions earlier in his career. Mr. Strong is a former U.S. Navy Officer and received his MBA in finance from the Wharton School of Business.

Joseph Miller

Mr. Miller has been a director of the Corporation since December 4, 2012. Mr. Miller has over 30 years’ experience in the construction field and manages a diverse construction Corporation based in British Columbia that has projects across North America and the South Pacific, through which Mr. Miller has a developed a broad base of skills and experience in management.

John LaGourgue

John LaGourgue has over 25 years of management, sales, financial and investment experience in public and private companies. He has served in senior management and directors’ roles for public companies since 2009. Mr. LaGourgue manages the Corporation's capital markets strategies and corporate communications. Mr. LaGourgue gained financial literacy by earning a Bachelor’s degree in Finance, assisting in the preparation and review of public companies’ audited financial statements, as well as by serving as a director and/or officer of a number of listed companies.

Item 4: Audit Committee Oversight

At no time during the Corporation’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor (currently, PricewaterhouseCoopers LLP, Chartered Professional Accountants) not adopted by the Board.

Item 5: Reliance on Certain Exemptions

During the most recently completed financial year, the Corporation has not relied on certain exemptions set out in NI 52-110, namely section 2.4 ( De Minimus Non-audit Services ), subsection 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer ), subsection 6.1.1(5) ( Events Outside Control of Member ), subsection 6.1.1(6) ( Death, Incapacity or Resignation ), and any exemption, in whole or in part, in Part 8 ( Exemptions ).

Item 6: Pre-Approval Policies and Procedures

The Audit Committee has not adopted formal policies and procedures for the engagement of non-audit services. Subject to the requirements of the NI 52-110, the engagement of non-audit services is considered by, as applicable, the Board and the Audit Committee, on a case by case basis.

Item 7: External Auditor Service Fees (By Category)

The following table sets out the aggregate fees charged to the Corporation by the external auditor in each of the last two financial years for the category of fees described.

	December 31, 2020	December 31, 2019
Audit Fees(1)	$162,000	$179,869
Audit-Related Fees(2)	Nil	Nil
Tax fees(3)	23,850	18,725
All Other Fees(4)	Nil	Nil
Total Fees:	$138,150	$198,595

(1) “Audit fees” include aggregate fees billed by the Corporation’s external auditor in each of the last two fiscal years for audit fees.

(2) “Audited related fees” include the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Corporation's external auditor that are reasonably related to the performance of the audit or review of the Corporation's financial statements and are not reported under “Audit fees” above. The services provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) “Tax fees” include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Corporation's external auditor for tax compliance, tax advice and tax planning. The services provided include tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) “All other fees” include the aggregate fees billed in each of the last two fiscal years for products and services provided by the Corporation's external auditor, other than “Audit fees”, “Audit related fees” and “Tax fees” above

Item 8: Exemption

During the most recently completed financial year, the Corporation relied on the exemption set out in section 6.1 of NI 52-110 with respect to compliance with the requirements of Part 3 ( Composition of the Audit Committee ) and Part 5 ( Reporting Obligations ).

{INTENTIONALLY LEFT BLANK}

SCHEDULE “B”

FORM 58-101F2 CORPORATE GOVERNANCE DISCLOSURE (VENTURE ISSUERS)

Item 1: Board Of Directors

The board of directors of the Corporation (the “ Board ”) discharges its responsibility for overseeing the management of the Corporation’s business by delegating to the Corporation’s senior officers (the “ Management ”) the responsibility for day-to-day management of the Corporation. The Board discharges its responsibilities both directly and through its standing committees; namely, the Audit Committee and Compensation Committee.

Director	Independence
Joseph Miller William Trainer Andrew Imanse Christopher Strong John LaGourgue James White	Independent Not independent, as he is the CEO, President of the Corporation Independent Independent Not independent, as he is the VP, Corporate Development of the Corporation Independent

Item 2: Directorships

The following director of the Corporation is currently a director of the following other reporting issuer:

Name	Other Reporting Issuer
Joseph Miller John LaGourgue James White	Genesis Acquisition Corp. Leis Industries Ltd. Minnova Corp.

Item 3: Orientation and Continuing Education

The Board does not have a formal process for the orientation of new Board members. Orientation is done on an informal basis. New Board members are provided with such information as is considered necessary to ensure that they are familiar with the Corporation’s business and understand the responsibilities of the Board.

The Board does not have a formal program for the continuing education of its directors. The Corporation expects and encourages its directors to pursue such continuing education opportunities as may be required to ensure that they maintain the skill and knowledge necessary to fulfill their duties as members of the Board. Directors can consult with the Corporation’s professional advisors regarding their duties and responsibilities, as well as recent developments relevant to the Corporation and the Board.

Item 4: Ethical Business Conduct

The Board expects Management to operate the business of the Corporation in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Corporation’s business plan and to meet performance goals and objectives according to the highest ethical standards. To this end, the Board has adopted a Code of Business Conduct and Ethics (the “ Code ”) for its directors, officers, employees, consultants and contractors.

Employees are encouraged to report any violations under the Code or the Corporation’s corporate governance policies in accordance with the Corporation’s Whistleblower Policy, which provides that an individual may report any concerns or complaints regarding accounting, internal accounting controls, audit-related matters or fraud to the Chair of the Audit Committee. Such concerns and/or complaints will be kept confidential and may be communicated

anonymously if desired. Following the receipt of any complaints, the Chair of the Audit Committee shall promptly investigate each matter so reported.

The Board monitors compliance with the Code and Management provides an annual report to the Board regarding issues, if any, arising under the Code and the Corporation’s corporate governance policies.

Item 5: Nomination of Directors

The Board as a whole is responsible for reviewing the composition and contribution of the Board and its members and recommending Board nominees.

While there are no explicit criteria for Board membership, the Board attempts to attract and maintain directors with relevant business knowledge in areas such as transportation, accounting, finance and capital markets. Nominations tend to be the result of recruitment efforts by Management or individual directors and discussions among the members of the Board prior to the consideration of the Board as a whole.

Item 6: Diversity on the Board of Directors and among Executive Officers

The Company does not currently have a formal diversity policy in place regarding gender representation on the Board or in executive officer positions. The Company believes in retaining the most qualified candidate for any position irrespective of gender, and recruitment efforts will continue to be governed by the principles set forth below.

The Company does not discriminate on the basis of race, national or ethnic origin, colour, religion, sex, age or mental or physical disability, or any other prohibited grounds of discrimination set forth in applicable federal or provincial law or guidelines. Directors, officers, contractors, consultants and employees are retained on the basis of their background, skills, relevant experience, education and potential to contribute to the success of the Company. In addition, candidates for Board membership are evaluated based upon their independence, qualifications to act as directors and other qualities which the board as a whole feels are appropriate to assist it in operating in an effective manner, with due regard for the benefits of diversity. Taken together, these diverse skills and backgrounds help to create a business environment that encourages a range of perspectives and fosters excellence in corporate governance, including the creation of shareholder value. Candidates for Board membership who are selected for nomination by the Board (or any committee of the Board established for such purpose from time to time) based on the foregoing criteria will be presented to shareholders for consideration without discrimination.

Item 7: Compensation

The compensation of directors and the Chief Executive Officer is determined by the Compensation Committee and the Board as a whole. Such compensation is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.

The Compensation Committee is currently comprised of Messrs. Christopher Strong (Chair) and Joseph Miller, both of whom are independent. The Compensation Committee is responsible for reviewing and making recommendations to the Board, as appropriate, in connection with the Corporation’s succession planning with respect to the Chief Executive Officer and other senior executive officers and ensuring that the structure, design and application of the Corporation’s material compensation programs meet the Corporation’s principles, objectives and risk profile and do not encourage excessive risk taking.

Item 8: Other Board Committees

The Board does not have any standing committees other than the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee.

Item 9: Assessments

The Board does not have any formal process for assessing the effectiveness of the Board, its committees, or individual directors. Led by the independent Chair, the Board as a whole is expected to evaluate the effectiveness of the Board, its committees and individual directors on an annual basis.

SCHEDULE “C”

VICINITY MOTOR CORP.

DEFERRED SHARE UNIT PLAN

(As approved by the Corporation’s Board on October 8, 2019, as amended September 21, 2020 and October 28, 2021, and the Corporation’s shareholders on November 8, 2019, as amended December 4, 2020

ARTICLE ONE DEFINITIONS AND INTERPRETATION

Section 1.01 Definitions : For the purposes of this deferred share unit plan, the following capitalized terms shall have the following meanings, unless the context in which such word or term is used herein otherwise requires:

(a) “ Beneficiary ” means an individual or the Participant’s estate who, on the date of a Participant’s death, has been designated in accordance with the Plan to receive the Common Shares to which the Participant is entitled under the Deferred Share Units standing to the credit of the Participant on the date of death;
(b) “ Board ” means the board of directors of the Corporation;
(c) “ Change of Control ” means the occurrence of any one or more of the following events:
(i) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Corporation or any of its affiliates and another corporation or other entity, as a result of which the holders of Common Shares prior to the completion of the transaction hold less than 50% of the outstanding Common Shares of the successor corporation or entity after completion of the transaction;
(ii) the sale, lease, exchange or other disposition, in a single transaction or a series of related transactions, of assets, rights or properties of the Corporation and/or any of its subsidiaries which have an aggregate book value greater than 50% of the book value of the assets, rights and properties of the Corporation and its subsidiaries on a consolidated basis to any other person or entity, other than a disposition to a wholly-owned subsidiary of the Corporation in the course of a reorganization of the assets of the Corporation and its subsidiaries;
(iii) a resolution is adopted to wind-up, dissolve or liquidate the Corporation;
(iv) any person, entity or group of persons or entities acting jointly or in concert (an “Acquiror”) acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities (defined below) of the Corporation which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror (as such terms are defined in the Act) to cast or to direct the casting of 50% or more of the votes attached to all of the Corporation’s outstanding Voting Securities which may be cast to elect directors of the Corporation or the successor corporation (regardless of whether a meeting has been called to elect directors);
(v) as a result of or in connection with: (A) a contested election of directors, or; (B) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisitions involving the Corporation or any of its affiliates and another corporation or other entity, the nominees named in the most recent management information circular of the Corporation for election to the Board shall not constitute a majority of the Board; or
(vi) the Board adopts a resolution to the effect that:
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(A) a Change of Control has occurred; or
(B) a Change of Control is imminent, and that a Change of Control will be deemed to have occurred upon the happening of stated events.

For the purposes of the foregoing, “Voting Securities” means Common Shares and any other shares entitled to vote for the election of directors and shall include any security, whether or not issued by the Corporation, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors including any options or rights to purchase such shares or securities;

(d)
“ Code ” means the United States Internal Revenue Code of 1986, as amended.
(e) “ Committee ” means the Board or if the Directors so determine in accordance with Section 2.03 of the Plan, the committee of the Directors authorized to administer the Plan which may include any compensation committee of the Board;
(f)
“ Common Shares ” means the common shares without par value of the Corporation;
(g) “ Corporation ” means Vicinity Motor Corp., a corporation incorporated under the laws of the Province of British Columbia;
(h) “ Deferred Share Unit ” means a notional unit, equivalent in value to a Common Share, credited by the Corporation to the account of an Eligible Director, evidenced by way of book-keeping entry in the books of the Corporation and administrated pursuant to this Plan;
(i)
“ Director ” means a member of the Board from time to time;
(j) “ Director’s Remuneration ” means all amounts payable to an Eligible Director by the Corporation in respect of the services provided to the Corporation by the Eligible Director as a member of the Board (or the board of directors of an affiliate) each year, including:
(i) the annual base retainer fee for serving as a director;
(ii) the annual retainer fee for serving as a member of a Board committee; and
(iii) the annual retainer fee for chairing the Board or a Board committee;

but, for greater certainty, excluding amounts received by an Eligible Director as a reimbursement for expenses incurred in attending meetings;

(k) “ DSU Grant Date ” means the date of grant of Deferred Share Units as recommended by the Committee and confirmed by the Board in accordance with Section 3.02;
(l)
“ DSU Grant Letter ” has the meaning ascribed thereto in Section 3.03;
(m) “ DSU Payment ” means, subject to any adjustment in accordance with Section 5.05, the issuance to a Participant of one previously unissued Common Share for each whole Deferred Share Unit credited to such Participant;
(n) “ Election Notice ” means an annual written notice to the Board, in substantially the form of Schedule A, by an Eligible Director, no later than December 15 prior to the start of a year, or, for the 2018 financial year, within 30 days of the effective date of this Plan, confirming an Eligible Director’s election to receive a percentage of his or her Director’s Remuneration in respect of such year in the form of Deferred Share Units under the Plan;
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(o) “ Eligible Director ” means a person who is a Director or a member of the board of directors of any affiliate of the Corporation and who, at the relevant time, is not otherwise an employee or a consultant of the Corporation or of any affiliate, and such person shall continue to be an Eligible Director for so long as such person continues to be a member of such board(s) of directors and is not otherwise an employee or a consultant of the Corporation or of any affiliate;
(p) “ Market Value ” means the closing trading price of the Common Shares on the DSU Grant Date, as reported by the TSXV. If the Common Shares are not trading on the TSXV, then the Market Value shall be determined based on the trading price on such stock exchange or over-the-counter market on which the Common Shares are listed and posted for trading as may be selected for such purpose by the Committee. In the event that the Common Shares are not listed and posted for trading on any stock exchange or over-the-counter market, the Market Value shall be the fair market value of such Common Shares as determined by the Committee in its sole discretion;
(q) “ Participant ” means each Eligible Director to whom Deferred Share Units are issued;
(r) “ Plan ” means this Deferred Share Unit Plan;
(s) “ Security Based Compensation Arrangement ” means: (i) stock option plans for the benefit of employees, insiders, service providers or any one of such groups; (ii) individual stock options granted to employees, service providers or insiders if not granted pursuant to a plan previously approved by the Corporation’s security holders; (iii) stock purchase plans where the Corporation provides financial assistance or where the Corporation matches the whole or a portion of the securities being purchased; (iv) stock appreciation rights involving issuances of securities from treasury; (v) any other compensation or incentive mechanism involving the issuance or potential issuances of securities of the Corporation; and (vi) security purchases from treasury by an employee, insider or service provider which is financially assisted by the Corporation by any means whatsoever;
(t) “ Separation Date ” means the date on which the Participant ceases to be an Eligible Director for any reason whatsoever and is not an employee of the Corporation or any affiliate;
(u) “ TSXV ” means the TSX Venture Exchange; and
(v) “ year ” means a calendar year unless otherwise specified.

Section 1.02 Headings : The headings of all articles, Sections, and paragraphs in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of this Plan.

Section 1.03 Context, Construction : Whenever the singular or masculine are used in the Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires.

Section 1.04 References to this Deferred Share Unit Plan : The words “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions mean or refer to this Plan as a whole and not to any particular article, Section, paragraph or other part hereof.

Section 1.05 Canadian Funds : Unless otherwise specifically provided, all references to dollar amounts in the Plan are references to Canadian dollars.

ARTICLE TWO PURPOSE AND ADMINISTRATION OF THE DEFERRED SHARE UNIT PLAN

Section 2.01 Purpose of the Deferred Share Unit Plan : The purpose of this Plan is to strengthen the alignment of interests between the Eligible Directors and the shareholders of the Corporation by linking annual director compensation, or a portion thereof, as determined by the Committee from time to time, to the future value of the Common Shares. In addition, the Plan has been adopted for the purpose of advancing the interests of the Corporation through the motivation,

attraction and retention of directors of the Corporation and any of its affiliates, it being generally recognized that the Plan aids in attracting, retaining and encouraging director commitment and performance due to the opportunity offered to them to receive compensation in line with the value of the Common Shares.

Section 2.02 Administration of the Deferred Share Unit Plan : The Plan shall be administered by the Committee and the Committee shall have full discretionary authority to administer the Plan, including the authority to interpret and construe any provision of the Plan and to adopt, amend and rescind such rules and regulations for administering the Plan as the Committee may deem necessary in order to comply with the requirements of the Plan. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and conclusive and shall be binding on the Participants and the Corporation. No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with the Plan and all members of the Committee shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Corporation with respect to any such action taken or determination or interpretation made. The appropriate officers of the Corporation are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of the Plan and of the rules and regulations established for administering the Plan. All costs incurred in connection with the Plan shall be for the account of the Corporation.

Section 2.03 Delegation to Committee : All of the powers exercisable hereunder by the Directors may, to the extent permitted by applicable law and as determined by resolution of the Directors, be exercised by the Committee.

Section 2.04 Record Keeping : The Corporation shall maintain a register in which shall be recorded:

(a) the name and address of each Participant in the Plan;
(b) the number of Deferred Share Units granted to each Participant under the Plan;
(c) the number of Deferred Share Units credited to a Participant pursuant to Section 3.04 hereof;
(d) the date on which Deferred Share Units were granted or credited to a Participant; and
(e) the date of redemption of Deferred Shares Units.

Section 2.05 Compliance with Income Tax Act (Canada) : Notwithstanding any other provisions of the Plan, all actions of the Board, the Committee and the Corporation shall be such that the Plan continuously meets the conditions in paragraph 6801(d) of the regulations under the Income Tax Act (Canada), or any successor provision, in order for the Plan to qualify as a “prescribed plan or arrangement” for the purposes of the definition of a “salary deferral arrangement” contained in subsection 248(1) of the Income Tax Act (Canada).

Section 2.05 Compliance with Code Section 409A : The Deferred Share Units are intended to be exempt from Code Section 409A as “short-term deferrals” and this Plan and all DSU Grant Letters shall be interpreted and administered accordingly. Notwithstanding the foregoing, in no event shall the Corporation or any of its affiliates have any liability to any Participant for taxes, penalties or interest that may be assessed as a result of the application of Code Section 409A to any Deferred Share Units granted hereunder.

ARTICLE THREE DEFERRED SHARE UNIT PLAN

Section 3.01 Deferred Share Unit Plan : A Deferred Share Unit Plan is hereby established for Eligible Directors.

Section 3.02 Issuance of Deferred Share Units : Subject to the terms of this Plan and the compensation policies of the Board, beginning with the calendar year 2018, each Eligible Director may file an Election Notice in respect of his or her Director’s Remuneration payable for the following year. An Eligible Director may elect to receive his or her Director’s Remuneration entirely in cash, or to receive any portion of his or her Director’s Remuneration in a combination of cash and Deferred Share Units at his or her discretion. If an Eligible Director fails to make an election, he or she will be

deemed to have elected to receive up to 100% of his or her Director’s Remuneration in Deferred Share Units as determined by the Committee in its discretion. An Election Notice can be made only once annually and will apply for the full duration of the Eligible Director’s current term in respect of which the Director’s Remuneration is payable or until a replacement Election Notice is made for a subsequent year. The DSU Grant Date in respect of an Eligible Director, at the discretion of the Committee, shall be either: (i) the date on which the Eligible Director’s elected portion of the Director’s Remuneration would otherwise be paid in cash, or (ii) the first business day following the public release of the Corporation’s audited annual financial statements for the immediately preceding fiscal year.

The Committee shall grant and issue to each Eligible Director on each DSU Grant Date, the Deferred Share Units calculated according to the following formula:

(a) the Director’s Remuneration payable to such Eligible Director;

multiplied by:

(b) the percentage of the Director’s Remuneration the Eligible Director elected to receive in Deferred Share Units in his or her most recent Election Notice;

divided by

Notwithstanding any of the foregoing, the Committee shall have the authority, subject to applicable securities laws, to make any special grant of Deferred Share Units to Eligible Directors, in such numbers, and at any time as the Committee will deem appropriate.

The Plan will at all times remain unfunded and the obligations of the Corporation under the Plan shall be general unsecured obligations of the Corporation.

Section 3.03 Deferred Share Unit Letter : Each grant of Deferred Share Units under the Plan shall be evidenced by a letter of the Corporation (a “ DSU Grant Letter ”). Such Deferred Share Units shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a DSU Grant Letter. The provisions of the various DSU Grant Letters entered into under the Plan need not be identical, and may vary from Participant to Participant.

Section 3.04 Dividends : In the event that a dividend (other than stock dividend) is declared and paid by the Corporation on Common Shares, a Participant will be credited with additional Deferred Share Units. The number of such additional Deferred Share Units will be calculated by dividing (a) the total amount of the dividends that would have been paid to the Participant if the Deferred Share Units standing to the Participant’s account on the dividend record date had been outstanding Common Shares (and the Participant held no other Common Shares), by (b) the Market Value of a Common Share on the date on which such dividends were paid.

Section 3.05 Redemption of Deferred Share Units and Issuance of Common Shares : As soon as practicable following the Separation Date for each Participant, the Corporation shall issue to such Participant (or after the Participant’s death, to a Beneficiary) one previously unissued Common Share for each outstanding whole Deferred Share Unit held by such Participant on such relevant Separation Date, less any applicable withholding taxes deducted or remitted in accordance with Section 4.01. Fractional Deferred Share Units shall be cancelled. In all events, such issuance of Common Shares will occur during the period commencing on the business day immediately following the Separation Date and ending no later than the 60[th] day following the Participant’s Separation Date.

Where Deferred Share Units have been granted to a Participant with reference to his or her Director’s Remuneration for a year, in the event the Participant resigns or is otherwise no longer an Eligible Director during such year, only a pro rata portion of the Deferred Share Units granted for such a year will vest and the Participant will only be entitled to a DSU Payment in respect of such Deferred Share Units.

Section 3.06 Maximum Number of Shares :

(a) The aggregate maximum number of Common Shares available for issuance from treasury under this Plan, subject to adjustment pursuant to Section 5.05 hereof, shall not exceed 400,000, or such greater number as may be approved from time to time by the Corporation’s disinterested shareholders. Under no circumstances may the number of Deferred Share Units granted in aggregate, together with any other Security Based Compensation Arrangements of the Corporation exceed 10% of the total number of Common Shares then outstanding, provided that if any Deferred Share Units granted under the Plan are cancelled or terminated in accordance with the Plan then the Common Shares subject to those Deferred Share Units will again be available to be granted under the Plan, subject to adjustments pursuant to Section 5.05 hereof.
(b) The maximum number of Deferred Share Units which may be granted to insiders under this Plan, together with grants under any other previously established or proposed Security Based Compensation Arrangements, within any one year period shall be 10% of the total number of Common Shares then outstanding (on a non-diluted basis).
(c) The maximum number of Deferred Share Units which may be granted to any one Participant (including, for greater certainty, companies wholly owned by that Participant), together with grants under any other previously established or proposed Security Based Compensation Arrangements, within any one year period shall be 5% of the total number of Common Shares then outstanding (on a non-diluted basis).
(d) The maximum number of Common Shares issuable to any one individual, at any time, pursuant to this Plan and any other Security Based Compensation Arrangements of the Corporation, is 1% of the total number of Common Shares then outstanding and in the aggregate, 2% of the total number of Common Shares in any 12-month period.
(e) Any Common Shares and Deferred Share Units issued hereunder shall be subject to the Exchange Hold Period (as defined in the applicable policies of the TSXV) where applicable.

Section 3.07 Term of the Deferred Share Unit Plan : The Plan is effective as of July 9, 2018 and shall commence in respect of Director’s Remuneration for the 2018 financial year. The Plan shall remain in effect until it is terminated by the Board, subject to the requirements of the stock exchange upon which the Common Shares of the Corporation are then listed. Upon termination of the Plan, the Corporation shall issue Common Shares with respect to all remaining Deferred Share Units under Section 3.04 above, as at the applicable Separation Date for each of the remaining Participants.

Section 3.08 Designation of Beneficiary: An Eligible Director may designate in writing a Beneficiary to receive the Common Shares to which he or she is entitled under the Deferred Share Units standing to the credit of the Participant under the Plan upon the death of such Eligible Director. The Eligible Director may, subject to applicable law, change such designation from time to time. Such designation or change shall be in such written form as may be determined by the Corporation from time to time. Where no such designation is made, the Participant’s estate is deemed to be the Participant’s Beneficiary.

Section 3.09 Death of Eligible Director: In the event of an Eligible Director’s death prior to his or her Separation Date, any and all Common Shares issuable under the Deferred Share Units then credited to the Eligible Director’s account shall be issued to the Eligible Director’s Beneficiary in accordance with Section 3.08 and, for greater certainty, the date of death shall be deemed to be the Eligible Director’s Separation Date.

ARTICLE FOUR WITHHOLDING TAXES

Section 4.01 Withholding Taxes : The Corporation or any of its affiliates may take such steps as are considered necessary or appropriate for the withholding of any taxes which the Corporation or any of its affiliates is required by any law or regulation of any governmental authority whatsoever to withhold in connection with any delivery of Common Shares under this Plan including, without limitation, the withholding of the issue of Common Shares to be issued under

the Plan, until such time as the Participant has paid the Corporation or an affiliate of the Corporation for any amount which the Corporation and any of its affiliates are required to withhold with respect to such taxes. For greater certainty, immediately upon delivery of any Common Shares, the Corporation shall have the right to require that a Participant sell a given number of Common Shares to the Corporation or an affiliate of the Corporation sufficient to cover any applicable withholding taxes and any other source deductions to be withheld by the Corporation in connection with payments made in satisfaction of the Participant’s vested Deferred Share Units.

ARTICLE FIVE GENERAL

Section 5.01 Amendment of Deferred Share Unit Plan : The Committee may, from time to time in its absolute discretion, amend (without shareholder approval), modify and change the provisions of the Plan, provided that any amendment, modification or change to the provisions of the Plan which would:

(a) materially increase the benefits of the holder under the Plan to the detriment of the Corporation and its shareholders;
(b) increase the number of Common Shares, other than by virtue of Section 5.05 of the Plan, which may be issued pursuant to the Plan;
(c) reduce the range of amendments requiring shareholder approval contemplated in this Section;
(d) permit Deferred Share Units to be transferred other than for normal estate settlement purposes;
(e) materially modify the requirements as to eligibility for participation in the Plan;

shall only be effective upon such amendment, modification or change being approved by the disinterested shareholders of the Corporation, if required by the TSXV or any other stock exchange on which the Common Shares are listed, or any other regulatory authorities having jurisdiction over the Corporation. In addition, any such amendment, modification or change of any provision of the Plan shall be subject to the approval, if required, by any regulatory authority having jurisdiction over the securities of the Corporation. Any amendment of this Plan shall be such that this Plan continuously meets the requirements of paragraph 6801(d) of the Regulations to the Income Tax Act (Canada) or any successor provision thereto.

The Committee may, subject to receipt of requisite regulatory approval (where required), but not subject to shareholder approval, in its sole discretion make all other amendments to the Plan that are not of the type contemplated above, including, without limitation:

(a) amendments of a housekeeping nature;
(b) a change to the termination provisions of a Deferred Share Unit or the Plan;
(c) amendments to reflect changes to applicable securities laws; and
(d) amendments to ensure that the Deferred Share Units granted under the Plan will comply with any provisions respecting income tax and other laws in force in any country or jurisdiction of which a Participant may from time to time be a resident, or otherwise subject to tax therein.

Section 5.02 Non-Assignable : Except as otherwise may be expressly provided for under this Plan or pursuant to a will or by the laws of descent and distribution, no Deferred Share Unit and no other right or interest of a Participant is assignable or transferable, and any such assignment or transfer in violation of this Plan shall be null and void.

Section 5.03 Rights as a Shareholder and Director : No holder of any Deferred Share Units shall have any rights as a shareholder of the Corporation at any time. Nothing in the Plan shall confer on any Eligible Director the right to continue as a Director of the Corporation or as a director of any affiliate of the Corporation or interfere with right to remove such director.

Section 5.04 No Contract of Employment. Nothing contained in the Plan shall confer or be deemed to confer upon any Participant the right to continue in the employment of, or to provide services to, the Corporation or any of its affiliates nor interfere or be deemed to interfere in any way with any right of the Corporation or any of its affiliates to discharge any Participant at any time for any reason whatsoever, with or without cause.

Section 5.05 Adjustment in Number of Payments Subject to the Deferred Share Unit Plan : In the event there is any change in the Common Shares, whether by reason of a stock dividend, stock split, reverse stock split, consolidation, subdivision, reclassification or otherwise, an appropriate proportionate adjustment shall be made by the Committee with respect to the number of Deferred Share Units then outstanding under the Plan as the Committee, in its sole discretion, may determine to prevent dilution or enlargement of rights. All such adjustments, as determined by the Committee, shall be conclusive, final and binding for all purposes of the Plan.

If the Board at any time by resolution declares it advisable to do so in connection with any proposed sale or conveyance of all or substantially all of the property and assets of the Corporation or any proposed Change of Control (collectively, the “ Proposed Transaction ”), the Committee may give written notice to all Participants advising that each Deferred Share Unit that is outstanding on, and has not yet vested or been redeemed prior to, the record date or the effective date (as applicable) of the Proposed Transaction may fully vest and be redeemed for Common Shares only within 30 days after the date of the notice and not thereafter, and that all rights of the Participants under any Deferred Share Unit not redeemed will terminate at the expiration of the 30-day period, provided that the Proposed Transaction is completed within 180 days after the date of the notice. If the Proposed Transaction is not completed within the 180-day period, no right under any Deferred Share Unit will be affected by the notice, except that any unvested Deferred Share Unit may not be redeemed between the date of expiration of the 30-day period and the day after the expiration of the 180-day period.

Section 5.06 No Representation or Warranty : The Corporation makes no representation or warranty as to the future value of any Deferred Share Units issued in accordance with the provisions of the Plan. No amount will be paid to, or in respect of, a Participant under this Plan or pursuant to any other arrangement, and no additional Deferred Share Units will be granted to such Participant to compensate for a downward fluctuation in the price of the Common Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

Section 5.07 Compliance with Applicable Law : If any provision of the Plan contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith. For greater certainty, the Plan is also subject to TSXV Corporate Finance Manual Policy 4.4 – Incentive Stock Options , or any successor policy.

Section 5.08 Interpretation : This Plan shall be governed by and construed in accordance with the laws of the Province of British Columbia.

SCHEDULE A

VICINITY MOTOR CORP.

ELECTION FORM

THIS ELECTION FORM MUST BE RETURNED TO VICINITY MOTOR CORP. (THE “CORPORATION”) (AT ONE OF THE FOLLOWING EMAIL ADDRESSES: BY 5:00 P.M. (PACIFIC TIME)) BEFORE DECEMBER 15, 20[●] [OR FOR NEW DIRECTORS: WITHIN 30 DAYS OF ELIGIBILITY TO PARTICIPATE]

ELECTION FORM

Note: All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Deferred Share Unit Plan (the “Plan”) of Vicinity Motor Corp.

Part A: General

I, , acknowledge that:

I have received and reviewed a copy of the Plan of the Corporation and agree to be bound by it.
The value of a Deferred Share Unit is based on the trading price of a Common Share and is thus not guaranteed. The eventual value of a Deferred Share Unit on the applicable redemption date may be higher or lower than the value of the Deferred Share Unit at the time it was allocated to my account in the Plan.
I will be liable for income tax when Deferred Share Units vest or are redeemed in accordance with the Plan. I understand that the Corporation is making no representation to me regarding taxes applicable to me under this Plan and I will confirm the tax treatment with my own tax advisor.
I acknowledge and agree (and shall be conclusively deemed to have so acknowledged and agreed by participating in the Plan) that I shall, at all times, act in strict compliance with the Plan and all applicable laws, including, without limitation, those governing “insiders” of “reporting issuers” as those terms are construed for the purposes of applicable securities laws, regulations and rules.
I agree to provide the Corporation with all information and undertakings that the Corporation requires in order to administer the Plan and comply with applicable laws.
I understand that:
(a) All capitalized terms shall have the meanings attributed to them under the Plan; and
(b) All DSU Payments, if any, will be net of any applicable withholding taxes.
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Part B: Director’s Retainer

I am an Eligible Director and I hereby elect irrevocably to have my Director’s Remuneration for the [  ] calendar year payable as follows:
(a) ____ % in Deferred Share Units; and
(b) ____ % in cash.

The total amount of A and B must equal 100% of your Director’s Remuneration. You must elect in increments of [10%] under A and B. The percentage allocated to Deferred Share Units may be limited by the Board of Directors of Vicinity Motor Corp. at its discretion.

DATED this _ day of ________, [  ].

Participant Signature Date

Participant Name (please print)

SCHEDULE “D”

VICINITY MOTOR CORP.

RESTRICTED STOCK UNIT PLAN

Vicinity Motor Corp., a company incorporated under the laws of the Province of British Columbia (the “ Company ”), sets forth herein the terms of its Restricted Stock Unit Incentive Plan (the “ Plan ”), as follows:

1. PURPOSE

The Plan is intended to enhance the Company’s and its Affiliates’ (as defined herein) ability to attract and retain highly qualified officers, directors, key employees, consultants and other persons, and to motivate such officers, directors, key employees, consultants and other persons to serve the Company and its Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for the grant of restricted stock units. Any of these awards of restricted stock units may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals in accordance with the terms hereof (as such performance goals are specified in the Award Agreement).

2. DEFINITIONS

For purposes of interpreting the Plan and related documents, including Award Agreements (as defined herein), the following definitions shall apply:

2.1 “ Affiliate ” means, with respect to the Company, any person or company if it is a Subsidiary entity of the other or if both are Subsidiary entities of the same person or company within the meaning of Multi-lateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions .

2.2 “ Award ” means a grant of Restricted Stock Units under the Plan.

2.3 “ Award Agreement ” means the written agreement between the Company and a Grantee that evidences and sets out the terms and conditions of an Award.

2.4 “ Board ” means the Board of Directors of the Company.

2.5 “ Cause ” means, as determined by the Board and unless otherwise provided in an applicable agreement with the Company or an Affiliate, (i) gross negligence or willful misconduct in connection with the performance of duties; (ii) conviction of a criminal offense; or (iii) material breach of any term of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreements, if any, between the Service Provider and the Company or an Affiliate.

2.6 “ Change of Control ” means (i) a takeover bid for a sufficient number of Shares such that if such number of Shares are tendered into the bid and the bid closes, the bidder and all parties acting jointly or in concert with the bidder (the “ bid group ”) would have direction or control over more than 50% of the outstanding common shares of the Company, excluding the shares subject to the Plan, unless parties exercising control or direction over a blocking number of common shares of the Company have provided by the date (the “ blocking date ”) which is five business days before the initial expiry date of the bid, their written undertaking to all Grantees under the Plan not to tender into the bid, in the aggregate, at least a blocking number of Shares; “ blocking number ” means that number of common shares of the Company which, if withheld from being tendered into the bid and assuming no increase in the number of outstanding common shares of the Company, would result in the bidder not acquiring direction or control over more than 50% of the outstanding common shares of the Company immediately following closing of the bid; (ii) a merger, consolidation, combination, reorganization or other transaction pursuant to which a party, or parties acting jointly and in concert, would acquire direction or control over more than 50% of the outstanding common shares of the Company or more than 50% of the votes attaching to all of the voting securities of any successor entity resulting from such transaction; (iii) a sale of all or substantially all of the assets of the Company determined on either a consolidated or a non-consolidated basis; or (iv) the election or appointment to the Board of

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a number of persons who represent a majority of the Board and who were not proposed or approved by a majority of the Board as previously constituted.

The effective date of a Change of Control is (a) for the purposes of (i), the date immediately following the blocking date; (b) for the purposes of (ii) and (iii), the date of the latest of shareholder, other stakeholder, Court or other required approval of the transaction; and for the purposes of (iv), the date of the shareholder resolution or other corporate action approving the election or appointment.

2.7 “ Committee ” means the compensation committee of the Board, as designated from time to time by resolution of the Board, which shall be constituted as provided in Section 3.2.

2.8 “ Company ” means Vicinity Motor Corp.

2.9 “ Effective Date ” means June 8, 2015, the date the Plan is approved by the Board.

2.10 “ Fair Market Value ” means the value of a Share, determined as follows: if on the Grant Date or other determination date the Shares are listed on the TSX Venture Exchange or another established national or regional stock exchange or is publicly traded on an established securities market, the Fair Market Value of the Company’s Shares shall be the closing price of the Shares on such exchange or in such market (if there is more than one such exchange or market the Board shall determine the appropriate exchange or market) on the Grant Date or such other determination date (or if there is no such reported closing price, the Fair Market Value shall be the mean between the highest bid and lowest asked prices or between the high and low sale prices on such trading day) or, if no sale of Shares is reported for such trading day, on the next preceding day on which any sale shall have been reported. If the Shares are not listed on such an exchange, quoted on such system or traded on such a market, Fair Market Value shall be the value of a Share as determined by the Board in good faith.

2.11 “ GAAP ” means, at any time, accounting principles generally accepted in Canada applying IFRS, including those set out in the Handbook of the Chartered Professional Accountants of Canada, at the relevant time applied on a consistent basis.

2.12 “ Grant Date ” means, as determined by the Board, the latest to occur of (i) the date as of which the Board approves an Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 6 hereof, or (iii) such other date as may be specified by the Board.

2.13 “ Grantee ” means a person who receives or holds an Award under the Plan.

2.14 “ IFRS ” means International Financial Reporting Standards adopted by the International Accounting Standards Board from time to time.

2.15 “ Outside Director ” means a member of the Board who is not an officer or employee of the Company.

2.16 “ Plan ” means this Vicinity Motor Corp. Restricted Stock Unit Incentive Plan.

2.17 “ Restricted Stock Unit ” or “ RSU ” means a bookkeeping entry representing the right to receive one Share, subject to the restrictions and vesting provisions provided herein, and awarded to a Grantee pursuant to Section 8 hereof.

2.18 “ Securities Act ” means the Securities Act (British Columbia), as now in effect or as hereafter amended.

2.19 “ Security Based Compensation Arrangement ” means: (i) stock option plans for the benefit of employees, insiders, service providers or any one of such groups; (ii) individual stock options granted to employees, service providers or insiders if not granted pursuant to a plan previously approved by the Company’s security holders; (iii) stock purchase plans where the Company provides financial assistance or where the Company matches the whole or a portion of the securities being purchased; (iv) stock appreciation rights involving issuances of securities from treasury; (v) any other compensation or incentive mechanism involving the issuance or potential issuances of securities of the Company; and (vi) security purchases from treasury by an employee, insider or service provider which is financially assisted by the Company by any means whatsoever.

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2.20 “ Service ” means service of a Service Provider to the Company or an Affiliate. Unless otherwise stated in the applicable Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be a Service Provider to the Company or an Affiliate. Subject to the preceding sentence, whether a termination of Service shall have occurred for purposes of the Plan shall be determined by the Board, which determination shall be final, binding and conclusive.

2.21 “ Service Provider ” means an employee, officer, director, consultant, Outside Director of the Company or an Affiliate and any other individual whose participation in the Plan is determined to be in the best interests of the Company by the Board.

2.22 “ Share(s) ” means the issued and outstanding common shares of the Company.

2.23 “ Subsidiary ” means any “subsidiary entity” of the Company within the meaning of Multi-lateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions .

3. ADMINISTRATION OF THE PLAN

3.1 Board

The Board shall have such powers and authorities related to the administration of the Plan as are consistent with the Company’s notice of articles, articles and applicable law. The Board shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award or any Award Agreement, and shall have full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the Board deems to be necessary or appropriate to the administration of the Plan, any Award or any Award Agreement. All such actions and determinations shall be by the affirmative vote of a majority of the members of the Board present at a meeting or by unanimous consent of the Board executed in writing in accordance with the Company’s articles and applicable law. The interpretation and construction by the Board of any provision of the Plan, any Award or any Award Agreement shall be final, binding and conclusive.

3.2 Committee

The Board from time to time may delegate to the Committee such powers and authorities related to the administration and implementation of the Plan, as set forth in Section 3.1 above and other applicable provisions, as the Board shall determine, other than the Board’s power and authority to grant awards or to issue Shares to Grantees upon the vesting of an Award, consistent with the articles of the Company and applicable law.

Except as set out below and except as the Board may otherwise determine, the Committee, if any, appointed by the Board to administer the Plan shall consist of two or more Outside Directors of the Company who meet such requirements as may be established from time to time by the securities regulatory authorities for such incentive plans and who comply with the independence requirements of applicable securities regulatory policies.

The Board may also appoint one or more separate committees of the Board, each composed of one or more directors of the Company who need not be Outside Directors, who may administer the Plan and may determine all terms of such Awards.

Notwithstanding the foregoing, the Board may not delegate its authority to grant Awards or to issue Shares to Grantees upon the vesting of an Award.

In the event that the Plan, any Award or any Award Agreement entered into hereunder provides for any action to be taken by or determination to be made by the Board, such action may be taken or such determination may be made by the Committee if the power and authority to do so has been delegated to the Committee by the Board as provided for in this Section. Unless otherwise expressly determined by the Board, any such action or determination by the Committee shall be final, binding and conclusive. To the extent permitted by law, the Committee may delegate its authority under the Plan to a member of the Board.

3.3 Terms of Awards

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4 - Subject to the other terms and conditions of the Plan, the Board shall have full and final authority to:
(i) designate Grantees;
(ii) determine the number of Shares to be subject to an Award;
(iii) establish the terms and conditions of each Award (including, but not limited to, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting or forfeiture of an Award and any other terms or conditions);
(iv) prescribe the form of each Award Agreement evidencing an Award;
(iv) establish performance criteria; and
(v) amend, modify, or supplement the terms of any outstanding Award. Such authority specifically includes the authority, in order to effectuate the purposes of the Plan but without amending the Plan, to modify Awards to eligible individuals who are foreign nationals or are individuals who are employed outside Canada to recognize differences in local law, tax policy, or custom.

As a condition to any subsequent Award, the Board shall have the right, at its discretion, to require Grantees to return to the Company Awards previously made under the Plan. Subject to the terms and conditions of the Plan, any such new Award shall be upon such terms and conditions as are specified by the Board at the time the new Award is made. The Board shall have the right, in its discretion, to make Awards in substitution or exchange for any other award under another plan of the Company, any Affiliate, or any business entity to be acquired by the Company or an Affiliate. The Company may retain the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee on account of actions taken by the Grantee in violation or breach of or in conflict with any employment agreement, non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof or otherwise in competition with the Company or any Affiliate thereof, to the extent specified in such Award Agreement applicable to the Grantee. Furthermore, the Company may, within 30 days, annul an Award if the Grantee is an employee of the Company or an Affiliate thereof and is terminated for Cause. The grant of any Award shall be contingent upon the Grantee executing the appropriate Award Agreement.

3.4 No Liability

No member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award or Award Agreement.

3.5 Book Entry

Notwithstanding any other provision of this Plan to the contrary, the Company may elect to satisfy any requirement under this Plan f or the delivery of share certificates through the use of book-entry.

4. SHARES SUBJECT TO THE PLAN

Shares issued or to be issued under the Plan shall be authorized but unissued shares. Subject to adjustment as provided in Section 11 hereof, the maximum number of Shares available for issuance under the Plan shall not exceed 300,000, or such greater number as may be approved from time to time by the Company’s disinterested shareholders. If any Shares covered by an Award are forfeited, or if an Award terminates without delivery of any Shares subject thereto, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award shall, to the extent of any such forfeiture or termination, again be available for making Awards under the Plan (and other Security Based Compensation Arrangements). The Board shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions. The number of Shares reserved pursuant to this Section 4 may be increased by the corresponding number of Awards assumed and, in the case of a substitution, by the net increase in the number of Shares subject to Awards before and after the substitution.

Notwithstanding the foregoing:

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(i) the number of securities issuable to insiders of the Company under all Security Based Compensation Arrangement, including the Plan, at any time, cannot exceed 10% of the issued and outstanding Shares;
(ii) the number of securities issued to insiders of the Company pursuant to such arrangements, within any one-year period, cannot exceed 10% of the issued and outstanding Shares;
(iii) the number of Shares issuable to any one Service Provider or other individual pursuant to an Award within any one-year period, cannot exceed 1% of the issued and outstanding Shares;
(iv) the aggregate number of Shares issuable to all Service Providers pursuant to Awards within any one-year period, cannot exceed 2% of the issued and outstanding Shares;
(v) the aggregate number of Shares issuable to any one person (and companies wholly owned by that person) in a 12 month period must not exceed 5% of the issued and outstanding Shares, calculated on the date the RSU is granted to the person (unless the Company has obtained the requisite disinterested Shareholder approval); and
(vi) the aggregate number of Shares issuable to any one Consultant (as defined in TSX Venture Exchange Policies) in a 12 month period must not exceed 2% of the issued and outstanding Shares, calculated at the date the RSU is granted to the Consultant.

5. EFFECTIVE DATE, DURATION AND AMENDMENTS

5.1 Term

The Plan is effective as of the Effective Date. The Plan shall remain in effect until it is terminated by the Board, subject to the requirements of the stock exchange upon which the Shares of the Company are then listed. The Plan shall terminate automatically ten (10) years after the Effective Date and may be terminated on any earlier date or extended as provided in Section 5.2.

5.2 Amendment and Termination of the Plan

The Board may, at any time and from time to time, amend, suspend, extend or terminate the Plan. An amendment shall be contingent on approval of the Company’s shareholders to the extent stated by the Board, required by applicable law or required by applicable stock exchange listing requirements. However, amendments of a housekeeping nature, changes to vesting provisions, changes to the term of the Plan or Awards made hereunder or changes to performance criteria will not require shareholder approval, subject to the requirements of the stock exchange upon which the Shares of the Company are then listed.

6. AWARD ELIGIBILITY AND LIMITATIONS

6.1 Service Providers

Subject to this Section 6, Awards may be made under the Plan to any Service Provider, as the Board shall determine and designate from time to time.

6.2 Successive Awards

An eligible person may receive more than one Award, subject to such restrictions as are provided herein.

6.3 Stand-Alone, Additional, Tandem, and Substitute Awards

Awards granted under the Plan may, in the discretion of the Board, be granted either alone or in addition

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to, in tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of the Company, any Affiliate, or any business entity to be acquired by the Company or an Affiliate, or any other right of a Grantee to receive payment from the Company or any Affiliate. Such additional, tandem, and substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, the Board shall require the surrender of such other Award in consideration for the grant of the new Award.

7. AWARD AGREEMENT

Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, in such form or forms as the Board shall from time to time determine. Award Agreements granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan.

8. TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

8.1 Grant of Restricted Stock Units

Awards shall be in the form of Restricted Stock Units. Subject to the restrictions and vesting provisions provided in Section 8.2, each RSU shall entitle the Grantee to receive one Share.

8.2 Restrictions and Vesting

At the time a grant of Restricted Stock Units is made, the Board may, in its sole discretion, establish a period of time (a “ Vesting period ”) applicable to such Restricted Stock Units. Each Award of Restricted Stock Units may be subject to a different Vesting period. The Board may, in its sole discretion, at the time a grant of Restricted Stock Units is made, prescribe restrictions in addition to or other than the expiration of the Vesting period, including the satisfaction of corporate or individual performance objectives, which may be applicable to all or any portion of the Restricted Stock Units in accordance with Section 9.1 Notwithstanding the foregoing, (i) Restricted Stock Units that vest solely by the passage of time shall not vest in full in less than three (3) years from the Grant Date; (ii) any Vesting period may be waived by the Board in its sole discretion; and (iii) Restricted Stock Units granted to Outside Directors vest, (a) at the election of an Outside Director at the time the Award is granted, within a minimum of one (1) year to a maximum of three (3) years following the Grant Date, as such Outside Director may elect, and (b) if no election is made, upon the earlier of a Change of Control in accordance with Section 11.2 or his or her resignation from the Board.

Restricted Stock Units may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of (other than to the Grantee’s beneficiary or estate, as the case may be, upon the death of the Grantee) during the Vesting period.

Upon the death of a Grantee, any RSUs granted to such Grantee which, prior to the Grantee’s death, have not vested, will immediately vest and the Grantee’s estate shall be entitled to receive payment in accordance with Section 8.6 hereof.

8.3 Restricted Stock Unit Accounts

An account will be maintained by the Secretary of the Company, or such other officer of the Company as the Board may designate, in the name and for the benefit of the Grantee, in which will be recorded the number of RSUs granted to the Grantee, the Grant Date and expiry date of the RSUs.

8.4 Rights of Holders of Restricted Stock Units

8.4.1 Voting and Dividend Rights

Grantees of Restricted Stock Units shall have no rights as shareholders of the Company. The Board may provide in an Award Agreement evidencing a grant of Restricted Stock Units that the Grantee shall be entitled to receive, upon the Company’s payment of a cash dividend on its outstanding Shares, a cash payment for each Restricted Stock Unit granted equal to the per-share dividend paid on the outstanding Shares. Such Award Agreement may also provide that such cash payment will be deemed reinvested in additional Restricted Stock Units at a price per unit equal to the Fair Market Value of the Shares on the date that such dividend is paid.

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8.4.2 Creditor’s Rights

A Grantee shall have no rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award Agreement.

8.5 Termination of Service

Unless the Board otherwise provides in an Award Agreement or in writing after the Award Agreement is issued, upon the termination of a Grantee’s Service, any Restricted Stock Units granted to a Grantee that have not vested and will not vest within 30 days from the date of termination, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of Restricted Stock Units, the Grantee shall have no further rights with respect to such Award, including but not limited to any right to receive dividends with respect to the Restricted Stock Units.

8.6 Delivery of Shares

Upon the expiration or termination of the Vesting period and the satisfaction of any other restrictions prescribed by the Board, the Restricted Stock Units shall vest and shall be settled in Shares issued by the Company from treasury and, unless otherwise provided in the Award Agreement, a share certificate for that number of Shares equal to the number of vested RSUs shall be delivered, free of all such restrictions, to the Grantee or the Grantee’s beneficiary or estate, as the case may be.

Settlement of RSUs shall be in Shares issued by the Company from treasury. The Committee shall specify the circumstances in which Awards shall be made or forfeited in the event of termination of Service by the Grantee prior to vesting.

8.7 Exchange Hold Period

If the Award is granted to a director, officer, promoter or other insider of the Company, then the Award will bear an Exchange Hold Period (as defined in TSX Venture Exchange Policies), and the following legend will be inserted onto the first page of the Award Agreement:

Without prior written approval of the TSX Venture Exchange and compliance with all applicable securities legislation, the Shares represented by this agreement when vested and issued thereunder 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 , 20 , [i.e., four months and one day after the date of Award grant].

9. TERMS AND CONDITIONS OF AWARDS

9.1 Performance Conditions

9.1.1 Performance Goals Generally

The performance goals for Awards shall consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 9.1. Performance goals shall be objective and shall otherwise meet the requirements that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain”. The Committee may determine that Awards shall vest upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to the vesting of an Award. Performance goals may differ for Awards granted to any one Grantee or to different Grantees.

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9.1.2 Business Criteria

The Board, in its sole discretion, may establish business criteria for the purpose of establishing performance goals in accordance with Section 9.1, including but not limited to, one or more of the following business criteria for the Company, on a consolidated basis, and/or specified Subsidiaries or business units of the Company (except with respect to the total shareholder return and earnings per share criteria): (1) total shareholder return; (2) such total shareholder return as compared to total return (on a comparable basis) of a publicly available index such as, but not limited to, the S&P/TSX Composite Index; (3) past service to the Company; (4) net income; (5) pre-tax earnings; (6) earnings before interest expense, taxes, depreciation and amortization; (7) pre-tax operating earnings after interest expense and before bonuses, service fees, and extraordinary or special items; (8) operating margin; (9) earnings per share; (10) return on equity; (11) return on capital; (12) return on investment; (13) operating earnings; (14) working capital; (15) ratio of debt to shareholders’ equity; (16) revenue; and (17) free cash flow and free cash flow per share. Business criteria may be measured on an absolute basis or on a relative basis (i.e., performance relative to peer companies) and on a GAAP or non-GAAP basis.

9.1.3 Timing For Establishing Performance Goals

Performance goals shall be established not later than 90 days after the beginning of any performance period applicable to such Awards, or at such other date as may be determined by the Board.

9.2 Written Determinations

All determinations by the Committee as to the establishment of performance goals, the amount of any Award and as to the achievement of performance goals relating to Awards, and the amount of any final Awards, shall be made in writing.

10. REQUIREMENTS OF LAW

10.1 General

The Plan shall comply with the provisions of any applicable law or regulation of any governmental authority, including without limitation any federal, state or provincial securities laws or regulations and the requirements of any stock exchange having jurisdiction. The failure to comply with such laws or regulations, including, without limitation, the Securities Act , may result in a termination of the Plan and/or the forfeiture of previously granted RSUs.

11. EFFECT OF CHANGES IN CAPITALIZATION

11.1 Changes in Shares

If the number of outstanding Shares is increased or decreased or the Shares are changed into or exchanged for a different number or kind of shares or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration by the Company occurring after the Effective Date, the number and kinds of shares for which Awards may be made under the Plan shall be adjusted proportionately and accordingly by the Company. In addition, the number and kind of shares for which Awards are outstanding shall be adjusted proportionately and accordingly so that the proportionate interest of the Grantee immediately following such event shall, to the extent practicable, be the same as immediately before such event. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary cash dividend but excluding a non-extraordinary dividend payable in cash or in shares of the Company) without receipt of consideration by the Company, the Company may, in such manner as the Company deems appropriate, adjust the number and kind of shares subject to outstanding Awards.

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11.2 Change of Control

Upon the occurrence of a Change of Control, all outstanding Restricted Stock Units shall be deemed to have vested, and all restrictions and conditions applicable to such Restricted Stock Units shall be deemed to have lapsed and the Shares subject to such Restricted Stock Units shall be issued and delivered, immediately prior to the occurrence of such Change of Control.

11.3 Adjustments

Adjustments under Section 11.1 relating to Shares or securities of the Company shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole Share. The Board may provide in the Award Agreement at the time of grant, or any time thereafter with the consent of the Grantee, for different provisions to apply to an Award in place of those described in Sections 11.1 and 11.3.

11.4 No Limitations on Company

The making of Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets.

12. GENERAL PROVISIONS

12.1 Disclaimer of Rights

No provision in the Plan or in any Award or Award Agreement shall be construed to confer upon any individual the right to remain in the employ or service of the Company or any Affiliate, or to interfere in any way with any contractual or other right or authority of the Company either to increase or decrease the compensation or other payments to any individual at any time, or to terminate any employment or other relationship between any individual and the Company. In addition, notwithstanding anything contained in the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, no Award granted under the Plan shall be affected by any change of duties or position of the Grantee, so long as such Grantee continues to be a director, officer, consultant or employee of the Company or an Affiliate. The obligation of the Company to issue Shares or pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation only in respect of those amounts described herein, in the manner and under the conditions prescribed herein. The Plan shall in no way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or beneficiary under the terms of the Plan.

12.2 Non-exclusivity of the Plan

Neither the adoption of the Plan nor the submission of the Plan to the shareholders of the Company for approval shall be construed as creating any limitations upon the right and authority of the Board to adopt such other Security Based Compensation Arrangement (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular individuals) as the Board in its discretion determines desirable.

12.3 Withholding Taxes

The Company or an Affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, provincial, state, or local taxes of any kind required by law to be withheld with respect to the vesting of an Award or upon the issuance of any Shares upon the vesting of an Award. At the time of such vesting, lapse, or exercise, the Grantee shall pay to the Company or the Affiliate, as the case may be, any amount that the Company or the Affiliate may reasonably determine to be necessary to satisfy such withholding obligation.

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12.4 Captions

The use of captions in this Plan or any Award Agreement is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or such Award Agreement.

12.5 Other Provisions

Each Award granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Board, in its sole discretion.

12.6 Number and Gender

With respect to words used in this Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the context requires.

12.7 Severability

If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

12.8 Governing Law

The validity and construction of this Plan and the instruments evidencing the Award hereunder shall be governed by the laws of the Province of British Columbia, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan and the instruments evidencing the Awards granted hereunder to the substantive laws of any other jurisdiction.

12.9 No Representation or Warranty

The Company makes no representation or warranty as to the future market value of any Shares issued in accordance with the provisions of the Plan.

12.10 Conflict

In the event of any conflict between the provisions of this Plan and an Award Agreement, the provisions of this Plan shall govern.

12.11 Time of Essence

Time is of the essence of this Plan and of each Award Agreement. No extension of time will be deemed to be or to operate as a waiver of the essentiality of time.

Approved by the Board of Directors on June 8, 2015, as amended January 16, 2019, October 8, 2019 and October 28, 2021.

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AI assistant

Vicinity Motor Corporation — AGM Information 2021

47163_rns_2021-11-10_b59b5ae3-8efd-462f-9046-b04e0e8cc654.pdf

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR

Meeting Details

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

IMPORTANT NOTICE

Meeting Material

VICINITY MOTOR CORP.

/s/ “William Trainer”

MANAGEMENT INFORMATION CIRCULAR

For the Annual General and Special Meeting to be held on Friday, December 10, 2021

VIRTUAL MEETING

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXIES

VOTING BY PROXYHOLDER

Manner of Voting

Revocation of Proxy

Voting Thresholds Required for Approval

ADVICE TO REGISTERED SHAREHOLDERS

ADVICE TO BENEFICIAL SHAREHOLDERS

Non-Objecting Beneficial Owners

Objecting Beneficial Owners

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

RECORD DATE, QUORUM, VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Principal Holders of Voting Securities

EXECUTIVE COMPENSATION

Statement of Executive Compensation

Director and NEO Compensation, Excluding Compensation Securities

Table of Compensation Excluding Compensation Securities

Stock Options and other Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Stock Option Plans and Other Incentive Plans

10% Rolling Stock Option Plan

Summary of the RSU Plan

Summary of the DSU Plan

Employment, Consulting and Management Agreements

William R. Trainer, Chief Executive Officer, President and Director

Yue Zhong Wang,

Danial Buckle, Chief Financial Officer

Oversight and Description of Director and NEO Compensation

Compensation of Directors

Compensation of NEOs

Elements of NEO Compensation

Pension Plan Benefits

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

APPOINTMENT OF AUDITOR

MANAGEMENT CONTRACTS

PARTICULARS OF MATTERS TO BE ACTED UPON

Presentation of Financial Statements

Appointment and Remuneration of Auditor

Fixing the Number of Directors

Election of Directors

Information Concerning Nominees Submitted by Management

Cease Trade Orders, Corporate and Personal Bankruptcies, Penalties and Sanctions

Approval of Stock Option Plan

“BE IT RESOLVED THAT:

Approval of the DSU Plan Amendment

Approval of the RSU Plan Amendment

OTHER MATTERS

AUDIT COMMITTEE DISCLOSURE

CORPORATE GOVERNANCE DISCLOSURE

ADDITIONAL INFORMATION

DIRECTOR APPROVAL

VICINITY MOTOR CORP.

SCHEDULE “A”

FORM 52-110F2 AUDIT COMMITTEE DISCLOSURE (VENTURE ISSUERS)

Item 1: Audit Committee Charter

A. General Functions, Authority and Role

B. Composition and Committee Organization

C. Meetings

D. Resources and Authority

E. Functions and Responsibilities

21. Financial Reports

22. Auditors

23. Internal Accounting and Disclosure Controls

26. The Committee shall:

F. Financial Instruments, Risk Assessment and Risk Management

Vicinity Motor Corporation AGM Information 2021