Exhibit 4.9


 


 


 


SANGOMA
TECHNOLOGIES CORPORATION


 


 


Management
Information Circular


 


and


 


Notice
of Annual Meeting of Shareholders


 


To
be held on 

December 29, 2021


 


via
live audio webcast at 10:30 a.m. (Toronto time)


 






     


     


    

 


SANGOMA
TECHNOLOGIES CORPORATION


 


Suite 100 


100
Renfrew Drive 


Markham,
Ontario 


L3R
9R6


 


NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS


 


NOTICE IS HEREBY
GIVEN that an annual meeting (the “Meeting”) of holders (the “Shareholders”) of common shares (the
 “ Common Shares”) of Sangoma Technologies Corporation (the “Corporation”) will be held virtually
on Wednesday, December 29, 2021 at 10:30 a.m. (Toronto time) for the following purposes:


 


		a.	to
                                            receive the consolidated audited financial statements of the Corporation for the financial
                                            year ended June 30, 2021, and the auditor’s report thereon;



 


		b.	to
                                            elect the directors of the Corporation;



 


		c.	to
                                            appoint MNP LLP, Chartered Accountants, as auditors of the Corporation for the ensuing year
                                            and to authorize the directors of the Corporation to fix their remuneration; and



 


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



 


Accompanying this
Notice of Meeting is a management information circular dated November 25, 2021 (the “Information Circular”) and
a form of proxy.


 


The record date
for the determination of Shareholders entitled to receive notice of and to vote at the Meeting is November 24, 2021 (the “Record
Date”). Only Shareholders whose names have been entered in the registers of Shareholders on the close of business on the Record
Date will be entitled to receive notice of and to vote at the Meeting. To the extent a Shareholder transfers the ownership of any Common
Shares after the Record Date and the transferee of those Common Shares establishes ownership of such Common Shares and demands, not later
than ten (10) days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee
will be entitled to vote those Common Shares at the Meeting.


 


To proactively
deal with the unprecedented public health impact of the novel coronavirus outbreak, also known as COVID-19, and in an effort to mitigate
potential risks to the health and safety of our communities, Shareholders, employees and stakeholders, and consistent with the latest
guidance from public health and government authorities, the Corporation is holding the Meeting in a virtual only format which will be
conducted via live audio webcast. All Shareholders, regardless of their geographic location or equity ownership, will have an equal opportunity
to participate in the Meeting and engage with directors and management of the Corporation as well as with other shareholders. Shareholders
will not be able to attend the Meeting in person. At the Meeting, you will have the opportunity to ask questions and vote on the aforementioned
matters.


 


We
encourage you to participate in the Meeting. Registered Shareholders and duly appointed proxyholders will be able to attend, participate,
vote and ask questions at the Meeting online at https://meetnow.global/MR6VG9T. Non-registered
Shareholders (being Shareholders who hold their shares through a securities dealer or broker, bank, trust company or trustee, custodian,
nominee or other intermediary) who have not duly appointed themselves as their proxy will be able to attend the Meeting only as guests.
Guests will be able to listen to the Meeting but will not be able to vote or ask questions. You will find important information and detailed
instructions about how to participate in the Meeting in the Information Circular.


 


A
Shareholder may attend the Meeting via live audio webcast or may be represented by proxy. Shareholders who are unable to attend the Meeting
via live audio webcast or any adjournment or postponement thereof are requested to date, sign and return the accompanying form of applicable
proxy for use at the Meeting or any adjournment or postponement thereof. To be valid, the enclosed form of applicable proxy must be received
by the Corporation’s transfer agent and registrar, Computershare Investor Services Inc. (the “Transfer Agent”
or “Computershare”) at 100 University Avenue, 8th Floor, Toronto,
Ontario M5J 2Y1 or online at www.investorvote.com or by telephone at 1- 866-732-VOTE (8683) (for Shareholders within North America)
or 1-312- 588-4290 (for Shareholders outside North America), prior to 10:30 a.m. (Toronto time) on December 23, 2021 or any
postponement or adjournment thereof, or with the approval of the Chairman of the Meeting on the day of the Meeting or any adjournment
or postponement thereof prior to the time of voting.


 









     


     


    

 


Registered Shareholders
are those persons who are named as owners of Common Shares on the register of Shareholders maintained by the Transfer Agent. A significant
number of persons who beneficially own Common Shares hold those Common Shares in a brokerage account or through some other intermediary.
In almost all cases, a person whose Common Shares are held through a broker (or other intermediary) will not appear as the registered
holder of such Common Shares on the register of Shareholders. Non-registered Shareholders (i.e., persons whose Common Shares are not
held in their own name) do not have the same legal rights as registered Shareholders in respect of shareholder meetings (including the
right to vote directly at shareholder meetings and to appoint a proxyholder), and non-registered Shareholders will be required to act
through the Transfer Agent, or their broker (or other intermediary) in order to have their Common Shares voted at the Meeting.


 


DATED
at Markham, Ontario this 25th day of November, 2021.


 


	 	BY ORDER OF THE BOARD OF DIRECTORS
	 	 
	 	/s/ “Bill
    Wignall”
	 	William Wignall
	 	President and Chief Executive Officer




 






     


     


    

 


SANGOMA
TECHNOLOGIES CORPORATION


 


MANAGEMENT
INFORMATION CIRCULAR


 


Dated:
November 25, 2021


 









     


     


    

 


GENERAL
PROXY INFORMATION


 


Solicitation of Proxies


 


This management
information circular (the “Circular”) is furnished in connection with the solicitation of proxies by the management of Sangoma
Technologies Corporation (the “Corporation” or “Sangoma”) for use at the annual meeting (the “Meeting”)
of holders (the “Shareholders”) of common shares of the Corporation (the “Common Shares”) to be held at the time
and place and for the purposes set forth in the attached Notice of Meeting (the “Notice”) or at any adjournment thereof.


 


The solicitation
will be primarily by mail, but proxies may also be solicited personally or by telephone or electronic means by directors, officers or
regular employees of the Corporation. None of these individuals will receive extra compensation for such efforts. The cost of solicitation
will be borne by the Corporation. The Corporation has distributed, or made available for distribution, copies of the Notice, Circular
and form of proxy to clearing agencies, securities dealers, banks and trust companies or their nominees (“Intermediaries”)
for distribution to holders of Common Shares (“Non-Registered Shareholders”) whose shares are held by or in custody
of such Intermediaries. Such Intermediaries are required to forward such documents to Non-Registered Shareholders. The solicitation of
proxies from Non-Registered Shareholders will be carried out by the Intermediaries or by the Corporation if the names and addresses of
the Non-Registered Shareholders are provided by the Intermediaries. The Corporation will reimburse reasonable expenses incurred by the
Intermediaries in connection with the distribution of these materials.


 


The information
contained in this Circular is given as of November 25, 2021, except where otherwise indicated. Unless otherwise specified in this
Circular, numbers and price of the Common Shares and any other information on securities convertible into Common Shares are stated prior
to giving effect to the consolidation of the Common Shares (the “Consolidation”), effective as of November 2,
2021, on the basis of one new Common Share for every seven outstanding Common Shares (the “ Consolidation Ratio”).
No person is authorized to give any information or make any representation other than those contained in this Circular and, if given
or made, such information or representation should not be relied upon as having been authorized by the Corporation. The delivery of this
Circular shall not, under any circumstances, create an implication that there has not been any change in the information set forth herein
since the date of this Circular.


 


Virtual Only Meeting


 


Out of an abundance
of caution, in light of the current COVID-19 public health emergency and to protect the Corporation’s employees, Shareholders and
other stakeholders, and consistent with the latest guidance from public health and government authorities, the Corporation is holding
the Meeting in a virtual only format which will be conducted via live audio webcast. All Shareholders, regardless of their geographic
location or equity ownership, will have an equal opportunity to participate in the Meeting and engage with directors and management of
the Corporation as well as with other Shareholders.


 


Participation at the Meeting


 


Registered Shareholders
and duly appointed proxyholders who participate in the Meeting online will be able to listen to the Meeting, ask questions and vote,
all in real time, provided they are connected to the internet and comply with all of the requirements set out in the sections below entitled
 “How to Vote” and “Attendance and Participation in the Meeting”. Non-Registered Shareholders who have not duly
appointed themselves as their proxies may still attend the Meeting as guests. Guests will be able to listen to the Meeting but will not
be able to vote or ask questions at the Meeting. See the sections below entitled “How to Vote” and “Attendance and
Participation in the Meeting” below.


 









     


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Appointment, Time for Deposit and
Revocation of Proxies


 


Each
of the persons named in the enclosed form of proxy is an officer of the Corporation. A Shareholder desiring to appoint some other
person (who need not be a Shareholder) to attend and act for him, her or it at the Meeting may do so either by inserting such person’s
name in the blank space provided in the form of proxy or by completing another proper form of proxy. Such Shareholder must also register
such proxyholder once he, she or it has submitted a form of proxy. Failure to register the proxyholder will result in the proxyholder
not receiving an Invitation Code to participate in the Meeting. To register a proxyholder, Shareholders MUST visit https://www.computershare.com/Sangoma
by December 23, 2021, at 10:30 a.m. (Toronto time) and provide Computershare with their proxyholder’s contact
information, so that Computershare may provide the proxyholder with an Invitation Code via email. If a Shareholder wishes to vote
by proxy, the proxy to be used at the Meeting must be delivered to Computershare Investor Services Inc., 100 University Avenue, 8th Floor,
Toronto, Ontario M5J 2Y1 (fax: +1-866-249-7775 within North America or +1-416-263-9524 from all other countries). A proxy should be executed
by the Shareholder or his or her attorney in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer
or attorney thereof duly authorized. Proxies to be used at the Meeting must be delivered to Computershare Investor Services Inc. so as
to be received no later than 10:30 a.m. (Toronto time) on Thursday, December 23, 2021 (or at least 48 hours, excluding Saturdays,
Sundays and holidays before any adjournment or postponement of the Meeting) or delivered to the Chairman of the Meeting via email at
investorrelations@sangoma.com at least 24 hours prior to the commencement of the Meeting, or any adjournment thereof, in order
for the proxy to be voted. As an alternative to completing and submitting a proxy for use at the Meeting, a Shareholder may vote electronically
on the internet at www.investorvote.com or by telephone by contacting Computershare Investor Services Inc. at +1-866-732-8683.
Votes cast electronically or by telephone are in all respects equivalent to, and will be treated in the same manner as, votes cast via
a paper form of proxy. Shareholders who wish to vote using internet or by telephone should follow the instructions provided in the enclosed
form of proxy. Votes cast electronically or by telephone must be submitted no later than 10:30 a.m. (Toronto time) on Thursday,
December 23, 2021 or at least 48 hours, excluding Saturdays, Sundays and holidays, before any adjournment or postponement of the
Meeting.


 


Advice to Beneficial Holders of Common
Shares


 


The
information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not
hold Common Shares in their own name and thus are considered non-registered beneficial Shareholders. Only
registered holders of Common Shares or the persons they appoint as their proxyholder are permitted to vote at the Meeting. However, in
many cases, Common Shares beneficially owned by a person (a “Beneficial Holder ”) are registered either: (i) in
the name of an Intermediary that the Beneficial Holder deals with in respect of the Common Shares, or (ii) in the name of a clearing
agency (such as the Canadian Depository for Securities Limited) of which the Intermediary is a participant. Beneficial Holders should
note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Common
Shares can be recognized and acted upon at the Meeting. In accordance with the requirements of the Canadian Securities Administrators,
the Corporation will have distributed copies of the Notice of Meeting, this Information Circular and the enclosed form of proxy to the
clearing agencies and Intermediaries for onward distribution to Beneficial Holders. If you are a Beneficial Holder, your Intermediary
will be the entity legally entitled to vote your Common Shares at the Meeting. Common Shares held by an Intermediary can only be voted
upon the instructions of the Beneficial Holder. Without specific instructions, Intermediaries are prohibited from voting Common
Shares. Applicable regulatory policy requires Intermediaries to seek voting instructions from Beneficial Holders in advance of the Meeting.
Often, the form of proxy supplied to a Beneficial Holder by its Intermediary is identical to the form of proxy provided to registered
Shareholders; however, its purpose is limited to instructing the registered Shareholder how to vote on behalf of the Beneficial Holder.
The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc.
(“Broadridge”). Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. The Beneficial
Holder is requested to complete and return the voting instruction form to Broadridge by mail or facsimile. Alternatively, the Beneficial
Holder may call a toll-free telephone number or access the internet to provide instructions regarding the voting of Common Shares held
by such Beneficial Holder. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting
the voting of Common Shares to be represented at the Meeting. A Beneficial Holder receiving a voting instruction form cannot use that
voting instruction form to vote Common Shares directly at the Meeting, as the voting instruction form must be returned as directed by
Broadridge well in advance of the Meeting in order to have such Common Shares voted.


 






     


    - 3 -


    

 


Beneficial Holders
should ensure that instructions respecting the voting of their Common Shares are communicated in a timely manner and in accordance with
the instructions provided by their Intermediary or Broadridge, as applicable. Every Intermediary has its own mailing procedures and provides
its own return instructions to clients, which should be carefully followed by Beneficial Holders in order to ensure that their Common
Shares are voted at the Meeting.


 


Although
a Beneficial Holder may not be recognized directly at the Meeting for the purpose of voting Common Shares registered in the name of their
Intermediary, a Beneficial Holder may attend the Meeting as proxyholder for the Intermediary and vote the Common Shares in that capacity.
Beneficial Holders who wish to attend the Meeting and indirectly vote their Common Shares as a proxyholder, should enter their own
names in the blank space on the form of proxy or voting instruction form provided to them by their Intermediary and/or Broadridge, as
applicable, and return the same in accordance with the instructions provided by their Intermediary and/or Broadridge, as applicable,
well in advance of the Meeting. In addition, such Beneficial Holders must register himself, herself or itself as a proxyholder once he,
she or it has submitted a proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving
an Invitation Code to participate in the meeting. To register a proxyholder, the Beneficial Holder MUST visit https://www.computershare.com/Sangoma
by 10:30 a.m. (Toronto time) on Thursday, December 23,


 


2021 and provide
Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with an Invitation
Code via email.


 


In any case, the
purpose of the above noted procedures is to permit Beneficial Holders to direct the voting of the Common Shares which they beneficially
own. Beneficial Holders should carefully follow the instructions and procedures of their Intermediary or Broadridge, as applicable, including
those regarding when and where the form of proxy or voting instruction form is to be delivered.


 


Pursuant to National
Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”),
the Corporation is distributing copies of proxy-related materials in connection with the Meeting directly to non-objecting beneficial
owners of Common Shares and the Corporation intends to pay for delivery to objecting beneficial owners. The Corporation is not relying
on the notice-and-access delivery procedures set out in NI 54-101 to distribute copies of proxy-related materials in connection with
the Meeting.


 


How to Vote


 


Shareholders may vote by proxy before
the Meeting or vote at the Meeting, as described below:


 


Voting by proxy before the Meeting


 


You may vote
before the Meeting by completing your form of proxy or voting instruction form in accordance with the instructions provided therein.
Beneficial Holders should also carefully follow all instructions provided by their Intermediaries or Broadridge to ensure that their
Common Shares are voted at the Meeting. Voting by proxy is the easiest way to vote. It means you are giving someone else the
authority to attend the Meeting and vote on your behalf.


 






     


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The Corporation’s
proxyholders named in the enclosed form of proxy will vote the Common Shares in respect of which they are appointed as proxies in accordance
with your instructions, including on any ballot at the Meeting. If there are changes to the items of business or new items properly come
before the Meeting, a proxyholder can vote as he or she sees fit.


 


You can appoint
someone else to be your proxy. This person does not need to be a Shareholder. See the section below entitled “Appointment of a
Third Party as Proxy”.


 


There are three ways for registered
Shareholders to vote by proxy before the Meeting:


 


(a) Telephone
voting - You may vote by calling the toll-free telephone number 1-866-732-VOTE (8683). You will be prompted to provide your control number
printed on the form of proxy. If you vote by telephone, you may not appoint a person as your proxy other than the Sangoma proxyholders
named in the form of proxy or voting instruction form. Please follow the voice prompts that allow you to vote your Common Shares and
confirm that your instructions have been properly recorded.


 


(b) Internet
voting - You may vote by logging on to the website indicated on the form of proxy (www.investorvote.com).
Please follow the website prompts that allow you to vote your Common Shares and confirm that your instructions have been properly recorded.


 


(c) Return
your form of proxy by mail - You may vote by completing, signing and returning the form of proxy in the postage-paid envelope provided.


 


Proxies, whether
submitted through the Internet or by telephone or mail as described above, must be received by Computershare (100 University Avenue,
8th Floor, Toronto, Ontario M5J 2Y1, fax: +1-866-249-7775 within North America or +1- 416-263-9524 from all other countries) no later
than 10:30 a.m. (Toronto time) on Thursday, December 23, 2021 or at least 48 hours, excluding Saturdays, Sundays and holidays
before any adjournment or postponement of the Meeting. Your Common Shares will be voted in accordance with your instructions as indicated
on the proxy.


 


The time limit
for the deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion without notice.


 


Beneficial Holders
will receive a Notice of Meeting and notice of availability of proxy materials and voting instruction form indirectly through their Intermediary
or Broadridge. The Notice of Meeting and notice of availability of proxy materials contains instructions on how to access our proxy materials
and return your voting instructions. You should follow the voting instructions of your Intermediary or Broadridge. Intermediaries or
Broadridge may set deadlines for voting that are further in advance of the Meeting than those set out in this Information Circular. You
should contact your Intermediary or Broadridge for further details.


 


Voting at the Meeting


 


A registered
Shareholder or a Beneficial Holder who has appointed themselves or a third-party proxyholder to represent them at the Meeting, will
appear on a list of Shareholders prepared by Computershare, the transfer agent and registrar for the meeting. To have their Common
Shares voted at the Meeting, each registered Shareholder or proxyholder will be required to enter their control number or Invitation
Code, as applicable, provided by Computershare at https://meetnow.global/MR6VG9T prior to the start of the meeting. In order to
vote, Beneficial Holders who appoint themselves as a proxyholder MUST register with Computershare at
https://www.computershare.com/Sangoma after submitting their voting instruction form in order to receive an Invitation Code
(please see the information under the heading below entitled “Appointment of a Third Party as Proxy” and
 “Attendance and Participation at the Meeting”).


 






     


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It is important
that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility
to ensure connectivity for the duration of the Meeting.


 


Appointment of a Third Party as Proxy


 


The following applies
to Shareholders who wish to appoint someone as their proxy other than the Sangoma proxyholders named in the form of proxy or voting instruction
form. This includes Beneficial Holders who wish to appoint themselves as their proxy to attend, participate, vote or ask questions at
the Meeting. Shareholders who wish to appoint someone other than the Sangoma proxyholders as their proxy to attend the Meeting as their
proxy and vote their Common Shares MUST submit their form of proxy or voting instruction form, as applicable, appointing that person
as their proxy AND register that proxyholder online, as described below. Registering your proxyholder is an additional step to be completed
AFTER you have submitted your form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder
not receiving a Control Number that is required to vote at the Meeting.


 


		·	Step
                                            1: Submit your proxy or voting instruction form: To appoint someone other than the Sangoma
                                            proxyholders as your proxy, insert that person’s name in the blank space provided in
                                            the form of proxy or voting instruction form (if permitted) and follow the instructions for
                                            submitting such form of proxy or voting instruction form. This must be completed before registering
                                            such proxyholder, which is an additional step to be completed once you have submitted your
                                            form of proxy or voting instruction form. If you are a Beneficial Holder and wish to vote
                                            at the Meeting, you have to insert your own name in the space provided on the voting instruction
                                            form sent to you by your Intermediary or Broadridge, follow all of the applicable instructions
                                            provided by your Intermediary or Broadridge AND register yourself as your proxy, as described
                                            below. By doing so, you are instructing your Intermediary or Broadridge to appoint you as
                                            your proxy. It is important that you comply with the signature and return instructions provided
                                            to you by your Intermediary or Broadridge. See the section below entitled “Attendance
                                            and Participation in the Meeting”.



 


If you
are Beneficial Holder located in the United States and wish to vote at the Meeting or, if permitted, appoint a third party as your proxy,
in addition to the steps described below in the section entitled “Attendance and Participation in the Meeting”, you must
obtain a valid legal proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included
with the legal proxy form and the voting information form sent to you, or contact your Intermediary to request a legal proxy form or
a legal proxy if you have not received one. After obtaining a valid legal proxy from your broker, bank or other agent, you must then
submit such legal proxy to Computershare. Requests for registration from Beneficial Holders located in the United States that wish to
vote at the Meeting or, if permitted, appoint a third party as their proxy must be sent by e-mail to uslegalproxy@computershare.com or
by courier to: Computershare Investor Services Inc., 100 University Avenue, 8th Floor, North Tower, Toronto, Ontario, Canada M5J 2Y1,
and in both cases, must be labelled “Legal Proxy” and received no later than 10:30 a.m. (Toronto time) on Thursday,
December 23, 2021 or at least 48 hours, excluding Saturdays, Sundays and holidays before any adjournment or postponement of the
Meeting. You will receive a confirmation of your registration by email after we receive your registration materials.


 


Step
2: Register your proxyholder: To register a third party proxyholder, Shareholders must visit
https://www.computershare.com/Sangoma by 10:30 a.m. (Toronto time) on Thursday, December 23, 2021 and provide Computershare
with their proxyholder’s contact information, so that Computershare may provide the proxyholder with an Invitation Code via email.
Without an Invitation Code, proxyholders will not be able to vote or ask questions at the Meeting but will be able to attend as a guest.


 






     


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Attendance and Participation in the
Meeting


 


The Corporation
is holding the Meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will not be able to attend
the Meeting in person. Attending the Meeting online enables registered Shareholders and duly appointed proxyholders, including Beneficial
Holders who have duly appointed themselves as their proxy, to participate in the Meeting and ask questions, all in real time. Registered
Shareholders and duly appointed proxyholders can vote at the appropriate times during the Meeting. Guests, including Beneficial Holders
who have not duly appointed themselves as their proxy, can log in to the Meeting as set out below. Guests can listen to the Meeting but
are not able to vote or ask questions.


 


 • Log in online at https://meetnow.global/MR6VG9T. We recommend that you log in at least one hour before the Meeting starts.




 


 • Click “Shareholder” and then enter your control number or an Invitation Code.




 


OR


 


• Click “Guest”
and then complete the online form.


 


Registered
Shareholders: The 15-digit control number located on the form of proxy or in the email notification
you received is your control number. If you are using a 15-digit control number to login to the online meeting and you accept the terms
and conditions, you will be revoking any and all previously submitted proxies. However, in such a case, you will be provided the opportunity
to vote by ballot on the matters put forth at the Meeting. If you DO NOT wish to revoke all previously submitted proxies, do not accept
the terms and conditions, in which case you can only enter the meeting as a guest.


 


Duly
appointed proxyholders: Computershare will provide the proxyholder with an Invitation Code by
e-mail after the proxy voting deadline has passed and the proxyholder has been duly appointed AND registered as described in “Appointment
of a Third Party as Proxy” above.


 


If you attend
the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting
commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into
the Meeting online and complete the related procedure.


 


Revocation of Proxy


 


If you are a registered
Shareholder, you may change a vote you made by proxy by voting again by any of the means, and by the deadlines, described in the section
above entitled “Voting by proxy before the Meeting”. Your new instructions will revoke your earlier instructions.


 


If you are a registered
Shareholder and you voted by proxy, you can revoke your voting instructions at any time up to and including the last business day preceding
the day of the Meeting or any adjournment by (i) sending a notice in writing (from you or a person authorized to sign on your behalf)
to Computershare Investor Services Inc., 100 University Avenue, 8th Floor, North Tower, Toronto, Ontario, Canada M5J 2Y1; or (ii) any
other manner permitted by law.


 


If you have followed
the process for attending and voting at the Meeting online, voting at the Meeting online will revoke your previous proxy.


 






     


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If you are a Beneficial Holder,
contact your Intermediary or Broadridge to find out how to change or revoke your voting instructions and the timing
requirements, or for other voting questions. Intermediaries may set deadlines for the receipt of revocation notices that are farther
in advance of the Meeting than those set out above and, accordingly, any such revocation should be completed well in advance of the
deadline prescribed in the proxy card or voting instruction form to ensure it is given effect at the Meeting.


 


Voting Deadline


 


If voting by proxy,
your proxy must be received by Computershare (Computershare Investor Services Inc., 100 University Avenue, 8th Floor, North Tower, Toronto,
Ontario, Canada M5J 2Y1) no later than 10:30 a.m. (Toronto time) on Thursday, December 23, 2021 or at least 48 hours, excluding
Saturdays, Sundays and holidays before any adjournment or postponement of the Meeting.


 


The time limit
for the deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion without notice. The Corporation
reminds Shareholders that only the most recently dated voting instructions will be counted and any prior dated instructions will be disregarded.


 


Voting Questions


 


Registered Shareholders
may contact the Transfer Agent, at 1-800 564 6253 (toll free in North America) or +1 (514) 982 7555 (outside North America), for any
voting questions.


 


Exercise of Discretion by Proxies


 


All properly executed
forms of proxy, not previously revoked, will be voted or withheld from voting on any poll taken at the Meeting in accordance with the
instructions of the Shareholder contained therein. A properly executed form of proxy containing no instructions regarding the matters
to be acted upon will be voted in favour of such matters. The form of proxy also confers discretionary authority in respect of amendments
to, or variations in, all matters that may properly come before the Meeting or any postponement or adjournment thereof. At the time of
the printing of this Circular, management of the Corporation knows of no such amendments, variations or other matters to come before
the Meeting other than the matters referred to in the Notice. However, if any such amendments, variations or other matters which are
not now known to management, should properly come before the Meeting, the Common Shares represented by the proxies hereby solicited will
be voted thereon in such manner as such persons then consider proper.


 


VOTING SECURITIES AND PRINCIPAL
HOLDERS OF VOTING SECURITIES


 


The Corporation
has fixed the close of business on November 24, 2021 as the record date (the “Record Date”) for the purposes
of determining Shareholders entitled to receive the Notice and vote at the Meeting. The Corporation is authorized to issue an unlimited
number of Common Shares, of which 19,027,967 Common Shares (on a post-Consolidation basis) were issued and outstanding as at the date
of this Circular. Each Common Share entitles the holder thereof to one vote for each matter voted at the Meeting.


 


Two shareholders
constitute a quorum for the Meeting Each Common Share is entitled to one vote on each matter to be voted upon at the Meeting. A simple
majority of votes cast at the Meeting, whether in person or by proxy, will constitute approval of any matter submitted to a vote.


 


In accordance
with the provisions of the Business Corporations Act (Ontario), the Corporation will prepare a list of the Shareholders on
the Record Date. Each Shareholder named in the list will be entitled to vote the Common Shares shown opposite his, her or its name
on the list. To the knowledge of the directors and senior officers of the Corporation, and based upon the Corporation’s review
of the records maintained by the Transfer Agent and insider reports filed with the System for Electronic Disclosure by Insiders, as
at the Record Date, the only person who beneficially owns, directly or indirectly, or exercises control or direction over
voting securities of the Corporation carrying more than 10% of the voting rights of the total issued and outstanding Common Shares
is Star2Star Holdings, LLC (which is controlled by Norman A. Worthington, III, the Chairman and Chief Executive Officer of
Star2Star Holdings, LLC) which beneficially owns directly 2,163,254 Common Shares (on a post-Consolidation basis), representing
approximately 11.37% of the total number of Common Shares outstanding as at November 25, 2021.


 






     


    - 8 -


    

 


EXECUTIVE COMPENSATION


 


Compensation and Nominating Committee


 


The Compensation
and Nominating Committee is composed of Allan Brett, Al Guarino and Marc Lederman, directors of the Corporation, all of whom, are considered
 “independent”, as that term is defined in National Instrument 52-110 – Audit Committees of the Canadian Securities
Administrators. Policy 3.1 of the TSX Venture Exchange Corporate Finance Manual sets out a requirement that all employment, consulting
or other compensation arrangements between the issuer and any director or senior officer of the issuer are to be considered and approved
by independent directors. Mr. Brett acts as Chair of the Compensation and Nominating Committee.


 


Executive Compensation Discussion
and Analysis


 


The duties of the
Compensation and Nominating Committee as they relate to compensation include developing and monitoring the Corporation’s overall
approach to compensation issues and, subject to approval by the Corporation’s board of directors (“Board” or
 “Board of Directors”), implementing and administering a system of compensation which reflects superior standards of
compensation practices. Periodically, the Compensation and Nominating Committee will review the adequacy and form of the compensation
of the directors of the Corporation with a view to ensuring that such compensation realistically reflects the responsibilities and risks
of being a director.


 


Subject to any
contractual arrangements, the Compensation and Nominating Committee is responsible for setting the annual salary, bonus and other benefits,
direct and indirect, of the Chief Executive Officer (CEO). The committee reviews and approves corporate goals and objectives relevant
to the compensation of the Chief Executive Officer and evaluates the Chief Executive Officer’s performance considering these goals
and objectives. The Compensation and Nominating Committee determines the incentive compensation of the Chief Executive Officer after
the end of each financial year and makes a recommendation to the Board of Directors. The Compensation and Nominating Committee also reviews
recommendations to the Board of Directors from the CEO regarding incentive compensation for other executives. During its deliberations
the Compensation and Nominating Committee considers the implications of the risks associated with the Corporation’s compensation
policies and practices.


 


The Charter of the Compensation and
Nominating Committee includes the following duties:


 


		(a)	to
                                            develop and monitor the Corporation’s overall approach to compensation issues and,
                                            subject to approval by the Board of Directors, to implement and administer a system of compensation
                                            which reflects superior standards of compensation practices and to continue to develop the
                                            Corporation’s approach to compensation issues;



 


		(b)	to
                                            undertake an annual review of compensation issues and practices as they affect the Corporation
                                            and make a comprehensive set of recommendations to the Board of Directors during each calendar year;



 


		(c)	to advise the Board of Directors
or any committees of the Board of Directors of compensation issues which the Committee determines ought to be considered by the Board
of Directors or any such committee;



 









     


    - 9 -


    

 


		(d)	to
                                            recommend to the Board of Directors human resources and compensation policies and guidelines;



 


		(e)	to
                                            ensure that the Corporation has in place programs to attract and develop management of the
                                            highest calibre and a process to provide for the orderly succession of management, including
                                            receipt on an annual basis of any recommendations of the Chief Executive Officer in this
                                            regard;



 


		(f)	to
                                            develop a position description for the Chief Executive Officer and to ensure that policy
                                            guidelines and systems are in place to provide for a comprehensive annual review of the performance
                                            of the Chief Executive Officer;



 


		(g)	to
                                            review and approve corporate goals and objectives relevant to the compensation of the Chief
                                            Executive Officer and to evaluate the Chief Executive Officer’s performance considering
                                            these goals and objectives;



 


		(h)	subject
                                            to any contractual arrangements, to set the annual salary, bonus and other benefits, direct
                                            and indirect, of the Chief Executive Officer and to approve compensation for all other designated
                                            officers after considering the recommendations of the Chief Executive Officer, all within
                                            any human resources and compensation policies and guidelines approved by the directors;



 


		(i)	to
                                            review periodically the adequacy and form of the compensation of the directors of the Corporation
                                            with a view to ensuring that such compensation realistically reflects the responsibilities
                                            and risks of being a director;



 


		(j)	to
                                            implement and administer human resources and compensation policies approved by the directors
                                            concerning the following:



 


		i.	executive
                                            compensation, employment and related contracts, stock option plans, deferred share plans
                                            and other incentive and equity-based plans; and



 


		ii.	proposed
                                            personnel changes involving officers reporting to the Chief Executive Officer;



 


		(k)	from
                                            time to time to review with the Chief Executive Officer, the Corporation’s broad policies
                                            on compensation for all employees and overall labour relations strategies;



 


		(l)	to
                                            consider any other questions or matters of compensation referred to it by the directors;



 


		(m)	to
                                            develop and implement a process for assessing the effectiveness of the compensation policies
                                            and practices of the Corporation and to report and make recommendations to the Board of Directors
                                            thereon;



 


		(n)	to
                                            adopt a process to determine what competencies and skills the Board, as a whole, should possess
                                            given the nature of the business of the Corporation;



 


		(o)	to
                                            assess the competencies and skills of each existing director, with a view to assessing the
                                            Board of Directors collectively for the purpose of, in part, facilitating effective decision
                                            making by the Board of Directors;



 






     


    - 10 -


    

 


		(p)	to
                                            identify and recommend qualified individuals to become new members of the Board, giving due
                                            consideration to:



 


		i.	the
                                            competencies and skills that the board considers to be necessary for the board, as a whole,
                                            to possess;



 


		ii.	the
                                            competencies and skills that the board considers each existing director to possess; and



 


		iii.	the
                                            competencies and skills each new nominee will bring to the boardroom.



 


		(q)	to
                                            report annually to the Corporation’s shareholders, through the Corporation’s
                                            annual management information circular to shareholders, on the Corporation’s approach
                                            to compensation and to review executive compensation disclosure before the Corporation publicly
                                            discloses such information; and



 


		(r)	to
                                            recommend the slate of directors to be nominated for election at the annual meeting of shareholders.



 


The Compensation
and Nominating Committee also reviewed and approved the Compensation Discussion and Analysis included in this Circular.


 


For the purposes
of this Circular, the Named Executive Officers (NEO, as that term is defined in Form 51-102F6V — Statement of Executive
Compensation) are Messrs. Wignall, Moore and Tobia (each, an “NEO” and together, the “NEOs”).


 


Objectives of Compensation Strategy


 


The specific objectives of the Corporation’s
compensation program for executive officers are as follows:


 


		·	to
                                            attract and retain talented executive officers;



 


		·	to
                                            align the interests of executive officers with those of the Corporation’s shareholders;
                                            and



 


		·	to
                                            link individual executive compensation to the performance of both the Corporation and the
                                            individual executive officer.



 


The Corporation’s compensation
program is currently designed to reward executive officers for:


 


		·	superior
                                            corporate performance relative to pre-set internal objectives; and



 


		·	exceptional
                                            levels of individual performance consistent with, and contributing to, the achievement of
                                            the Corporation’s strategic goals.



 


The Compensation
and Nominating Committee is directly involved in the negotiation and settlement of the terms of the senior management executive employment
contracts. In determining the appropriate terms of the executive employment contracts, the Compensation and Nominating Committee considers,
among other matters, the following objectives: (i) retaining executives who are critical to the success of the Corporation and the
enhancement of shareholder value; (ii) providing fair and competitive compensation; and (iii) balancing the interests of management
and shareholders of the Corporation.


 


The executive compensation
programs in the totality are intended to provide executives with an appropriate and competitively balanced mix of guaranteed cash (base
salary) and performance-based (short-term – annual cash bonus; long-term – stock option awards) incentive compensation.
Short and long-term incentive awards are discretionary and are determined by the achievement of annual performance objectives
and the performance of the Corporation. These incentive awards are paid in cash or, if the NEO is eligible and elects to participate
in the long-term equity incentive compensation plan of the Corporation, a combination of both. The Corporation’s executive
compensation mix (the proportion of base salary, short and long-term incentive awards) is designed to reflect the relative impact of
the executive’s role on the Corporation’s performance and considers how the compensation mix aligns with long-term
shareholder value creation.


 






     


    - 11 -


    

 


An NEO or director
of the Corporation is not excluded from purchasing financial instruments, including prepaid variable contracts, equity swaps, collars
or units of exchange that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or
held directly or indirectly by the NEO or director. Currently there are no such financial instruments available in respect of the Corporation.


 


Structure of Compensation Strategy


 


For the fiscal
year ended June 30, 2021, payouts to NEOs were based on the Compensation and Nominating Committee’s assessment of performance
based on expected revenues, adjusted EBITDA, adjusted EBITDA as a percentage of revenue, identification and completion of acquisitions,
stock price and various other measures of individual performance throughout the year.


 


		1.	Base Salary



 


The CEO, CFO and
Executive Vice President received base annual salaries of $400,000, $300,000, and $250,000 for the period January 1, 2021 to June 30,
2021 respectively, and $360,000, $250,000, and $250,000 respectively for the period July 1, 2020 to December 31, 2020. Each
NEO’s base salary is determined by assessment of the executive’s performance and is intended to reward the skill, knowledge
and experience of the NEO and reflect the level of responsibility and the expected contribution to the Corporation from that executive.


 


		2.	Bonuses



 


The Corporation
has a discretionary annual cash bonus plan for the executive officers of the Corporation which may vary, based on the individual’s
position and contribution to the performance of the Corporation and the annual performance of the Corporation. The Chief Executive Officer
of the Corporation presents recommendations to the Compensation and Nominating Committee with respect to the award of any such cash bonuses
(other than bonuses paid to the Chief Executive Officer).


 


During the fiscal
year ended June 30, 2021, the Corporation recorded an aggregate of $1,100,000 in annual cash bonuses for payment to NEOs of the
Corporation in respect of the fiscal year ended June 30, 2021. The cash bonus to be paid to the President and Chief Executive Officer
for the year-ended June 30, 2021, was determined by the Compensation and Nominating Committee based on an assessment of the performance
of the Corporation and the individual performance of the President and Chief Executive Officer. The Compensation and Nominating Committee
also approved the CEO’s recommendation for awards of bonuses to the balance of the executive team.


 


		3.	Long Term Incentive Plan



 


The Corporation does not have any long-term
incentive plans other than the Option Plan described below.


 


		4.	Equity Compensation Plans –
Stock Option Plan



 


The
Corporation has a stock option plan (the “Option Plan”) for directors, officers, employees and consultants of the
Corporation and the number of Common Shares which are set aside for issuance under the Option Plan (and under all other management
options and employee stock option plans) is currently equal to 10% of the outstanding Common Shares on the date of grant of any
option. As a result, should the Corporation issue additional Common Shares in the future, the number of Common Shares issuable under
the Option Plan will increase accordingly. Given that the Corporation has 19,027,967 Common Shares (on a post-Consolidation basis)
issued and outstanding as at the date of this Circular, the Corporation currently has 1,902,796 Common Shares (on a
post-Consolidation basis) that have been set aside for the grant of options on this date. There are 1,782,574 options (on a
post-Consolidation basis) currently outstanding under the Option Plan, representing a dilution of approximately 9.4% to the
outstanding Common Shares of the Corporation as at the date of this Circular. As at the date of this Circular, another 120,222
options (on a post -Consolidation basis) may be granted under the Option Plan, representing a total potential dilution of 10.0%
assuming all such options are granted. The Option Plan is considered an “evergreen” plan, since the Common Shares
covered by options which have been exercised, terminated, cancelled or surrendered for cancellation shall be available for
subsequent grants under the Option Plan and the number of options available to grant increases as the number of issued and
outstanding Common Shares increases.


 






     


    - 12 -


    

 


The exercise price
(which is payable in full upon exercise) shall be set by the Board in accordance with the applicable rules of the stock exchange
upon which the Common Shares are listed at the date the option is granted and the term of any option shall not exceed five (5) years.
The Board also approves the vesting period or periods of options granted under the Option Plan. Under the rules of the Toronto Stock
Exchange (“TSX”), unallocated option entitlements under a stock option plan that does not provide for a fixed number
of shares for issuance, such as the Corporation’s Option Plan, must be specifically approved every three years by Shareholders.
Such approval was last obtained at the Corporation’s annual and special meeting of Shareholders held on December 17, 2020.
At such meeting, the Shareholders also approved an amendment to the Corporation’s then existing stock option plan to delete the
reference to “David Mandelstam, Yves Laliberté, Al Guarino and Allan Brett (the current non-management or external directors
of the Company)” as excluded persons in the definition of Eligible Persons (as defined in the plan). On June 9, 2021,
the Board amended the then existing stock option plan to reflect the following changes to ensure compliance with the policies of the
TSX Venture Exchange: (i) state that any options granted to an insider pursuant the plan or any other Share Compensation Arrangement
(as defined in the plan) shall be included for the purposes of the limits set out in Sections 6(a) and 6(b) of the plan; and
(ii) state that the exercise price for any options granted for a future date shall not be less than the greater of the “market
price”, as defined in the plan, and the Discounted Market Price as determined under the policies of the TSX Venture Exchange. Shareholder
approval was not sought with respect to the June 2021 amendments as the TSX Venture Exchange advised that given such amendments
were made to ensure the Option Plan met the minimum requirements of the policies of the TSX Venture Exchange, Shareholder approval was
not required.


 


The Corporation
does not provide financial assistance to participants under the Option Plan to facilitate payment of the exercise price of options.


 


The annual burn
rate of options granted under the Option Plan in respect of: (i) fiscal 2021 was 6.8%; (ii) fiscal 2020 was 3.3%; and (iii) fiscal
2019 was 3.3%. “Annual burn rate” is the number of options granted under the Option Plan during the applicable fiscal
year divided by the weighted average number of common shares of the Corporation outstanding for the applicable fiscal year, as required
to be calculated and disclosed pursuant to Sections 613(p) and 613(d)(iii) of the TSX Company Manual.


 


The Option Plan also has the following
terms, among others:


 


		(a)	the
                                            number of common shares of the Corporation reserved for issuance to any one person within
                                            a one-year period shall not exceed 5% of the outstanding Common Shares at the time of the
                                            grant (on a non-diluted basis);



 


		(b)	the
                                            exercise price for each option shall be fixed by the Board but cannot be less than the “market
                                            price” on the date the option is granted. The “market price” is equal to
                                            the closing price of the Common Shares as reported by the stock exchange upon which the Common
                                            Shares are listed or other published market upon which the Common Shares are quoted or traded,
                                            on the day immediately preceding the day upon which the option is granted, or if not so traded,
                                            the average between the closing bid and ask prices thereof as reported for the day immediately
                                            preceding the day upon which the option is granted. If the Board determines that an option
                                            is to be granted at a future date “market price” shall be deemed to be the greater
                                            of the weighted average trading price of the Common Shares as reported for the five (5) trading
days preceding the date of the grant and the Discounted Market Price (as defined under the policies of the TSX Venture Exchange) on the
date of the grant;



 









     


    - 13 -


    

 


		(c)	options
                                            shall expire not more than five years from the grant date;



 


		(d)	options
                                            terminate within a period of time following an optionholder ceasing to be a director,
officer, employee or consultant of the Corporation or of a subsidiary of the Corporation. However, in the event of death, options will
expire at the earlier of the end of the original option period or 180 days after the date of death;



 


		(e)	the
                                            number of Common Shares issuable to insiders of the Corporation at any time pursuant to all
                                            of the Corporation’s share compensation arrangements shall not exceed 10% of the outstanding
                                            Common Shares at the time of grant, on a non-diluted basis, and the number of Common Shares
                                            issued to insiders of the Corporation, within any one year period, pursuant to all of the
                                            Corporation’s share compensation arrangements, shall not exceed 10% of the outstanding
                                            Common Shares at the time of grant, on a non-diluted basis;



 


		(f)	the
                                            number of Common Shares issuable to any one insider of the Corporation within a one-year
                                            period pursuant to all of the Corporation’s share compensation arrangements shall not
                                            exceed 5% of the outstanding Common Shares at the time of grant, on a non-diluted basis;



 


		(g)	the
                                            number of options which may be issued to a consultant within a one-year period pursuant to
                                            all of the Corporation’s share compensation arrangements shall not exceed 2% of the
                                            outstanding Common Shares at the time of grant, on a non-diluted basis;



 


		(h)	the
                                            number of options issued to an employee of the Corporation or a subsidiary that conducts
                                            investor relation activities under the Plan within a one-year period pursuant to all of the
                                            Corporation’s share compensation arrangements shall not exceed 2% of the Common Shares
                                            outstanding at the time of grant, on a non-diluted basis;



 


		(i)	options
                                            are not transferable otherwise than by will or by the laws of descent and distribution, and
                                            options are exercisable, during the holder’s lifetime, only by the holder; and 






 


		(j)	provisions
                                            for adjustment in the number of Common Shares issuable thereunder in the event of the subdivision,
                                            consolidation, reclassification or change of the shares, a merger or other relevant changes
                                            in the Corporation’s capitalization.



 


The Board may,
with the approval of all stock exchanges and regulatory authorities having jurisdiction over the affairs of the Corporation, at any time
amend, revise or terminate the Option Plan if and when it is advisable in the discretion of the Board, except that the consent of an
optionholder is required if such amendment, revision or termination would adversely affect the rights of such optionholder under any
option granted to him, her or it.


 


Awards made under
the Option Plan are intended to reward contribution to the long-term performance of the Corporation. Option Awards serve to align participants’
interests with shareholders of the Corporation and provides additional incentive for participants to increase shareholder value by increasing
long-term equity participation. Awards of options under the Option Plan are based on performance of the Corporation and the respective
participant and determined in the discretion of the Board of Directors upon recommendation of the Compensation and Nominating Committee.
Previous awards are taken into account when the Compensation and Nominating Committee considers new option awards. There were an aggregate
of 1,102,571 options and 340,142 options (each on a post-Consolidation basis) issued to employees in the fiscal year ended June 2021
and in the fiscal year ended June 2020, respectively.


 






     


    - 14 -


    

 


Please see the tables that follow for
additional information on the option awards under the Option Plan.


 


		5.	Value of Perquisites; All Other
Compensation



 


“Value of
Perquisites” includes an automobile allowance payable to the CEO and “All other compensation” includes RRSP matching
from the Corporation for CEO and CFO. The matching is the amount that the Corporation is required to match the CEO’s and CFO’s
RRSP or IRA contribution in each year. The RRSP contribution is paid 50% in the same year and 50% two years later provided the NEO is
still employed at that time and is capped at $10,000 per year.


 


Table of compensation excluding compensation
securities for NEOs


 


The following table
sets forth all compensation for services in all capacities to the Corporation for the fiscal years ended June 30, 2021, and 2020
in respect of the NEOs.


  


	 	 	 	 	 	 	 	 	 	 	 	 	 	Value of	 	 	All other	 	 	Total	 
	Name and principal	 	 	 	Salary	 	 	Bonus	 	 	Director Fees	 	 	perquisites 3	 	 	compensation
    4	 	 	compensation	 
	position	 	Year	 	($)	 	 	($)	 	 	($)	 	 	($)	 	 	($)	 	 	($)	 
	William
    Wignall,	 	2021	 	$	425,635	 	 	$	600,000	 	 	 	     -	 	 	$	12,000	 	 	$	10,000	 	 	$	1,047,635	 
	President &
    Chief	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Executive
    Officer1 2	 	2020	 	$	360,000	 	 	$	370,000	 	 	 	-	 	 	$	12,000	 	 	$	10,000	 	 	$	752,000	 
	David
    Moore,	 	2021	 	$	296,751	 	 	$	300,000	 	 	 	-	 	 	 	-	 	 	$	10,000	 	 	$	606,751	 
	Chief
    Financial Officer2	 	2020	 	$	250,000	 	 	$	175,000	 	 	 	-	 	 	 	-	 	 	$	10,000	 	 	$	435,000	 
	John Tobia,	 	2021	 	$	259,616	 	 	$	200,000	 	 	 	-	 	 	 	-	 	 	 	-	 	 	$	459,616	 
	Executive
    Vice President,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Corporate
    Development	 	2020	 	$	250,000	 	 	$	200,000	 	 	 	-	 	 	 	-	 	 	 	-	 	 	$	450,000	 



 


		1	Mr. Wignall
                                            is also a director of the Corporation but does not receive compensation for his services
                                            as a director.



 


		2	Salary
                                            includes any unused vacation payout



 


		3	Perquisites
                                            are a monthly automobile allowance in the amount of $12,000 per year



 


		4	Other
                                            compensation includes RRSP matching from the Corporation.



 


Table of compensation securities
for NEOs


 


The following table
sets forth the compensation securities of the Corporation issued to each NEO for the fiscal year ended June 30, 2021. Effective
as of November 2, 2021, the Corporation implemented the Consolidation on the basis of the Consolidation Ratio. The numbers and prices
of Common Shares and other information on securities convertible into Common Shares provided in this section are stated prior to giving
effect to the Consolidation.


 






     


    - 15 -


    




 


	Compensation securities
for NEOs
	Name
    and position	 	Type
    of compensation

 security	 	Number
    of securities

 underlying

 unexercised options

 (#)	 	 	Date
    of issue or

 grant	 	Option
    exercise 

price 1 

($)	 	 	Closing
    price of

 security on date of

 grant ($)	 	 	Closing
    price

 of security at year end 

($)	 	 	Option
    expiration

 date
	William
    Wignall, President 
& Chief Executive Officer	 	Options	 	 	2,425,000	 	 	February 9,
    2021	 	$	4.90	 	 	$	5.20	 	 	$	3.19	 	 	February 9,
    2026
	David Moore,
    
Chief Financial Officer	 	Options	 	 	1,112,500	 	 	February 9, 2021	 	$	4.90	 	 	$	5.20	 	 	$	3.19	 	 	February 9, 2026




 


1            Option
exercise price is the closing Common Share price on the day prior to the grant on a pre-Consolidation basis.


 


Table of exercise of compensation
securities by NEOs


 


The following table
sets forth the exercise by each NEO of compensation securities during the fiscal year ended June 30, 2021. Effective as of November 2,
2021, the Corporation implemented the Consolidation on the basis of the Consolidation Ratio. The numbers and prices of Common Shares
and other information on securities convertible into Common Shares provided in this section are stated prior to giving effect to the
Consolidation.


 





	Exercise of Compensation
securities by NEOs	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Difference	 	 	 	 
	 	 		 	Number
    of

    securities	 	 		 	 	 	 		 	 	between
    exercise

    price and closing	 	 		 
	Name
    and position	 	Type
    of

    compensation

    security	 	underlying

    securities

    exercised (#)	 	 	Exercise
    Price

    per security ($)	 	 	Date
    of Exercise	 	Closing
    price of

    security on date

    of exercise ($)	 	 	price
    of security

    on date of
 exercise ($)	 	 	Total
    value on

    exercise date 1 ($)	 
	William Wignall,
    
 President & Chief
 Executive Officer	 	Options  	 	 	185,985	 	 	$	0.28	 	 	November 20
    2020	 	$	2.86	 	 	$	2.58	 	 	$	479,841	 
	David Moore, 
 Chief Financial
    Officer	 	Options	 	 	62,817	 	 	$	0.28	 	 	November 23 2020	 	$	2.82	 	 	$	2.54	 	 	$	159,555	 




  


		1	Total
                                            value on exercise date equals the number of underlying securities multiplied by the difference
                                            exercise price and closing price of security on date of exercise (all on a pre-Consolidation
                                            basis).



 


RRSP Matching Plan


 


In Canada, the
Corporation matches RRSP contributions up to $10,000 per year for Messrs. Wignall and Moore. One half of the Corporation’s
matching obligation is paid into Messrs. Wignall’s and Moore’s RRSP plans in the calendar year in which Messrs. Wignall
and Moore make their contribution and the remaining one half of the Corporation’s matching obligation is paid into their RRSP plans
in the second fiscal year after the contribution by them, provided that they are still employed by the Corporation.


 


Termination of Employment, Change
in Responsibilities and Employment Contracts


 


The Corporation
has entered into executive employment contracts, as amended, with Messrs. Wignall, Moore and Tobia (the “Executive Contracts”).
Except as set out below, the Executive Contracts are for an indefinite term but may be terminated by the Corporation or the executive
in certain circumstances and subject to certain conditions, some of which are described below.


 






     


    - 16 -


    

 


The
Corporation may terminate the Executive Contracts at any time for cause, which includes disability or death of the executive,
without notice or pay in lieu of notice and without obligation to pay any further salary, bonus or benefits following the
termination date. In addition, the Corporation may terminate Mr. Wignall at any time without cause upon payment of fifteen
months salary, bonus, and continuation of benefits. Mr. Moore may be terminated without cause upon payment of twelve months
compensation, all accrued and unpaid vacation and continuation of benefits in accordance with the Ontario Employment Standards
Act, 2000, as amended. Mr. Tobia’s contract provides that his active duties will terminate on December 31, 2021
and he will be entitled to his salary and continuation of benefits thereafter up to and including June 30, 2022, and a six
month bonus for the period ended December 31, 2021. Pursuant to the terms of the Executive Contracts, Mr. Wignall and
Mr. Moore may terminate their Executive Contracts at any time upon not less than two months written notice to the Corporation.
Mr. Wignall and Mr. Moore are also entitled to terminate their Executive Contracts for “good reason”, in which
event Mr. Wignall shall be entitled to eighteen months and Mr. Moore will be entitled to fifteen months of severance, the
full bonus due over that period and benefits continuance. “Good reason” means (a) a material change in the
aggregate in their position, responsibility, compensation program, reporting or material benefits, (b) a “change of
control” (in which case they shall each have twelve months following such change of control to terminate their Executive
Contract for good reason and (c) in Mr. Wignall’s case only a requirement for him to be based anywhere other than
within 25 km of the Corporation’s current offices in Markham, Ontario. A “change of control” means any of the
following: (i) the acquisition by an arm’s-length third party, directly or indirectly, by way of take-over bid,
amalgamation, plan of arrangement or other process, of outstanding shares of the Corporation representing more than fifty percent
(50%) of the votes attaching to all outstanding voting shares of the Corporation, or (ii) the acquisition by an
arm’s-length third party, directly or indirectly, of all or substantially all of the assets of the Corporation or
(iii) the liquidation of the Corporation, whether through the declaration of a liquidating dividend or through an amalgamation
or restructuring that leads to liquidation or otherwise.


 


The following table
sets out the estimated termination costs for each of the NEOs assuming that the termination event took place on the last business day
of the fiscal year ended June 30, 2021.


 





	Name	 	Termination Event	 	Base Salary	 	 	Bonus	 	 	Stock Options	 	 	Benefits	 	 	RRSP Matching	 	 	TOTAL	 
	William Wignall, President & Chief	 	Without Cause	 	$	500,000	 	 	$	500,000	 	 	 	-	 	 	$	5,121	 	 	$	12,500	 	 	$	1,017,621	 
	Executive Officer	 	Good Reason	 	$	600,000	 	 	$	600,000	 	 	 	-	 	 	$	6,146	 	 	$	15,000	 	 	$	1,221,146	 
	David Moore,	 	Without Cause	 	$	300,000	 	 	$	300,000	 	 	 	-	 	 	$	4,097	 	 	$	10,000	 	 	$	614,097	 
	Chief Financial Officer	 	Good Reason	 	$	375,000	 	 	$	375,000	 	 	 	-	 	 	$	5,121	 	 	$	12,500	 	 	$	767,621	 
	John Tobia, Executive Vice President,

    Corporate Development	 	Without Cause	 	$	125,000	 	 	$	100,000	 	 	 	-	 	 	$	2,049	 	 	 	-	 	 	 	227,049	 




 


The Executive Contracts
provide for annual review of base salaries and increase at the discretion of the board. For the financial year ended June 30, 2021,
the impact of COVID-19 delayed decisions on compensation and, on January 1, 2021, Mr. Wignall’s base salary was increased
from $360,000 to $400,000, Mr. Moore’s base salary was increased from $250,000 to $300,000 and Mr. Tobia received a base
salary of $250,000.


 


Pursuant to the
terms of the Executive Contracts, the executives may earn a discretionary annual cash bonus. For the financial year ended June 30,
2021, Mr. Wignall was awarded a discretionary bonus of $600,000, Mr. Moore was awarded a discretionary bonus of $300,000 and
Mr. Tobia was awarded a discretionary bonus of $200,000.


 


The long-term
incentive options of Messrs. Wignall, Moore and Tobia have a term of five years from the date of the grant. All unvested
options terminate on the date of termination of employment with the Corporation, except in the event of a change of control
(as defined above) in which case all unvested options for Mr. Wignall and Mr. Moore immediately vest.


 






     


    - 17 -


    

 


On February 9,
2021, Mr. Wignall was granted 2,425,000 options at an exercise price of $4.90 per share (each on a pre-Consolidation basis) with
vesting of 25% on February 9, 2022, and thereafter in equal installments every three months until fully vested on February 9,
2026.


 


On February 9,
2021, Mr. Moore was granted 1,112,500 options at an exercise price of $4.90 per share (each on a pre-Consolidation basis) with vesting
of 25% on February 9, 2022, and thereafter in equal installments every three months until fully vested on February 9, 2026.


 


Each of the Executive
Contracts contains certain customary provisions dealing with assignment of intellectual property and non-competition, non-solicitation,
and confidentiality provisions in favor of the Corporation.


 


Except as otherwise
disclosed herein, there are no compensatory plans, contracts or arrangements in place with the NEOs resulting from the resignation, retirement
or any other termination of employment of the NEOs with the Corporation or from a change in control of the Corporation, or a change in
the NEOs’ responsibilities following a change in control, where in respect of the NEOs the value of such compensation exceeds $150,000.


 


Compensation of Non-NEO Directors


 


During the financial
year ended June 30, 2021, an aggregate of $268,244 in cash compensation was paid to non-NEO directors of the Corporation in their
capacity as directors. Each non-NEO director, other than Mr. Mandelstam, was paid a retainer of $7,500 per quarter for the period
up to December 31, 2020 and $12,500 per quarter from January 1, 2021. During the time that Mr. Mandelstam was Chairman,
he was paid an additional $1,250 per quarter. Mr. Wignall, the President and CEO of the Corporation, does not receive compensation
for serving as a director of the Corporation. The following table sets forth all compensation provided to the Corporation’s directors
for the years ended June 30, 2021 and 2020:


 


	Name and principal

 position	 	Year	 	Salary   

($)	 	 	Bonus   

($)	 	 	Director Fees 

   ($)	 	 	Value of

 perquisites

 3  ($)	 	 	All other

 compensation 4 

($)	 	 	Total

 compensation   

($)	 
	Norm Worthington,	 	2021	 	$	94,494	 	 	 	-	 	 	$	12,500	 	 	 	-	 	 	 	-	 	 	$	106,994	 
	Chairman1 2	 	2020	 	 	-	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	-	 	 	$	0	 
	Al Guarino,	 	2021	 	 	-	 	 	 	-	 	 	$	40,000	 	 	 	-	 	 	 	-	 	 	$	40,000	 
	Director 	 	2020	 	 	-	 	 	 	-	 	 	$	30,000	 	 	 	-	 	 	 	-	 	 	$	30,000	 
	Allan Brett,	 	2021	 	 	-	 	 	 	-	 	 	$	40,000	 	 	 	-	 	 	 	-	 	 	$	40,000	 
	Director 	 	2020	 	 	-	 	 	 	-	 	 	$	30,000	 	 	 	-	 	 	 	-	 	 	$	30,000	 
	Marc Lederman,	 	2021	 	 	-	 	 	 	-	 	 	$	12,500	 	 	 	-	 	 	 	-	 	 	$	12,500	 
	Director2	 	2020	 	 	-	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	-	 	 	$	0	 
	David Mandelstam,	 	2021	 	 	-	 	 	 	-	 	 	$	31,250	 	 	 	-	 	 	$	10,000	 	 	$	41,250	 
	Ex-Chairman2 3	 	2020	 	 	-	 	 	 	-	 	 	$	35,000	 	 	 	-	 	 	$	10,000	 	 	$	45,000	 
	Yves Laliberte,	 	2021	 	 	-	 	 	 	-	 	 	$	27,500	 	 	 	-	 	 	 	-	 	 	$	27,500	 
	Director2	 	2020	 	 	-	 	 	 	-	 	 	$	30,000	 	 	 	-	 	 	 	-	 	 	$	30,000	 





  


		1	In
                                            addition to becoming Chairman on March 31, 2021, Norman A. Worthington, III held
                                            a management position to assist with the integration of Star2Star following the acquisition.



 


		2	Norman
                                            A. Worthington, III and Marc Lederman replaced David Mandelstam and Yves Laliberte as
                                            directors on March 31, 2021 in connection with the Corporation’s acquisition of
                                            StarBlue Inc. on that date.



 


		3	Mr. Mandelstam
                                            controls Entropy Control Ltd., a company that provides certain services to the Corporation,
                                            including the preparation and filing of the Corporation’s SRED tax claims. The annual
                                            fee payable to Entropy Control Ltd. was $10,000.



 


The following table
sets forth the exercise by each non-NEO director of compensation securities during the year ended June 30, 2021. Effective as of
November 2, 2021, the Corporation implemented the Consolidation on the basis of the Consolidation Ratio. The numbers and prices
of Common Shares and other information on securities convertible into Common Shares provided in this table are stated prior to giving
effect to the Consolidation.


 





	Exercise
    of Compensation securities by non-executive Directors	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Difference	 	 	 	 
	 	 		 	Number
    of

    securities	 	 		 	 	 	 		 	 	between
    exercise

    price and closing	 	 		 
	Name
    and position	 	Type
    of

    compensation

    security	 	underlying

    securities

    exercised (#)	 	 	Exercise
    Price

    per security ($)	 	 	Date
    of Exercise	 	Closing
    price of

    security on date

    of exercise ($)	 	 	price
    of security

    on date of
 exercise ($)	 	 	Total
    value on

    exercise date 1 ($)	 
	Al Guarino	 	Options	 	 	2,340	 	 	$	0.30	 	 	June 22
    2021	 	$	3.18	 	 	$	2.88	 	 	$	6,739	 
	 	 	Options	 	 	47,660	 	 	$	0.30	 	 	June 10 2021	 	$	3.60	 	 	$	3.30	 	 	$	157,278	 
	Allan Brett	 	Options	 	 	9,368	 	 	$	0.30	 	 	June 22 2021	 	$	3.18	 	 	$	2.88	 	 	$	26,980	 
	 	 	Options	 	 	60,944	 	 	$	0.30	 	 	March 17 2021	 	$	3.68	 	 	$	3.38	 	 	$	205,991	 



 


The following
table sets forth the compensation securities of the Corporation issued to each non-NEO director for the fiscal year ended
June 30, 2021. Effective as of November 2, 2021, the Corporation implemented the Consolidation on the basis of the
Consolidation Ratio. The numbers and prices of Common Shares and other information on securities convertible into Common
Shares provided in this table are stated prior to giving effect to the Consolidation.


 






     


    - 18 -


    

 





	Compensation
    securities for NEOs
	Name
    and position	 	Type
    of compensation

    security	 	Number
    of securities

    underlying

    unexercised options

    (#)	 	 	Date
    of issue or

    grant	 	Option
    exercise 

    price 1 

    ($)	 	 	Closing
    price of

    security on date of

    grant ($)	 	 	Closing
    price

    of security at year end 

    ($)	 	 	Option
    expiration

    date
	Al Guarino,
 Director	 	Options	 	 	50,000	 	 	February 9,
    2021	 	$	4.90	 	 	$	5.20	 	 	$	3.19	 	 	February 9,
    2026
	Allan Brett,
 Director	 	Options	 	 	50,000	 	 	February 9, 2021	 	$	4.90	 	 	$	5.20	 	 	$	3.19	 	 	February 9, 2026
	David Mandelstam,
 Director	 	Options	 	 	50,000	 	 	February 9, 2021	 	$	4.90	 	 	$	5.20	 	 	$	3.19	 	 	February 9, 2026
	Yves Laliberte,
 Director	 	Options	 	 	50,000	 	 	February 9, 2021	 	$	4.90	 	 	$	5.20	 	 	$	3.19	 	 	February 9, 2026




 


1            Option
exercise price is the closing Common Share price on the day prior to the grant on a pre-Consolidation basis.


 


SECURITIES AUTHORIZED FOR ISSUANCE
UNDER EQUITY COMPENSATION PLANS


 


The following table
provides information as of the date of the end of the most recently completed year end, June 30, 2021, regarding the number of Common
Shares to be issued upon the exercise of outstanding options and the weighted-average exercise price of the outstanding options in connection
with the Option Plan. The Corporation does not have any equity compensation plans that have not been approved by Shareholders. Effective
as of November 2, 2021, the Corporation implemented the Consolidation on the basis of the Consolidation Ratio. The numbers and prices
of Common Shares and other information on securities convertible into Common Shares provided in the table below are stated prior to giving
effect to the Consolidation.


 


	 	 	As at June 30, 2021 pre consolidation	 
	 	 	 	 	 	 	 	 	Number of Common	 
	 	 	 	 	 	 	 	 	Shares remaining	 
	 	 	Number of Common	 	 	 	 	 	available for future	 
	 	 	Shares to be issued	 	 	Weighted-average	 	 	issuance under	 
	 	 	upon exercise of	 	 	exercise price of	 	 	equity compensation	 
	Plan Category	 	outstanding options	 	 	outstanding options	 	 	plans	 
	Stock Option Plan	 	 	11,111,170	 	 	$	3.62	 	 	 	2,203,980	 
	Total	 	 	11,111,170	 	 	$	3.62	 	 	 	2,203,980	 



 


The numbers and prices of Common Shares
and other information on securities convertible into Common Shares provided in the table below are stated after giving effect to the
Consolidation.


 






     


    - 19 -


    




 





	 	 	As at June 30, 2021 post consolidation	 	 	As at the date of this Circular	 
	Plan Category	 	Number of Common Shares to 

be issued upon

 exercise of

 outstanding options	 	 	Weighted-average

 exercise price of

 outstanding options	 	 	Number of Common 

Shares remaining

 available for future

 issuance under

 equity compensation

 plans	 	 	Number of

 Common Shares to

 be issued upon

 exercise of

 outstanding options	 	 	Weighted-average

 exercise price of

 outstanding options	 	 	Number of

 Common Shares

 remaining available

 for future issuance

 under equity

 compensation plans	 
	Stock Option Plan	 	 	1,587,310	 	 	$	25.34	 	 	 	314,854	 	 	 	1,782,574	 	 	$	19.76	 	 	 	120,222	 
	Total	 	 	1,587,310	 	 	$	25.34	 	 	 	314,854	 	 	 	1,782,574	 	 	$	19.76	 	 	 	120,222	 




 


REPORT ON CORPORATE GOVERNANCE


 


Maintaining a high
standard of corporate governance is a top priority for the Board of Directors and the Corporation’s management as it believes that
this will help create and maintain shareholder value in the long term. The Board of Directors has carefully considered its corporate
governance practices against the corporate governance guidelines set out in National Policy 58-201 – Corporate Governance Guidelines
and believes that the Corporation is well aligned with such guidelines. The Corporation has formally adopted a set of charters and
corporate governance policies which are referred to throughout this Circular. The Chairman of the Board of Directors is Mr. Norm
Worthington.


 


Independence of Directors


 


Upon the election
of the directors put forth for nomination at the Meeting, the Board of Directors will consist of a total of five directors of which Marc
Lederman, Al Guarino and Allan Brett are considered “independent” as such term is defined in National Instrument 58-101 –
Disclosure of Corporate Governance Practices. William Wignall is not considered independent as he is an executive officer of the
Corporation and Norm Worthington is not considered independent as he is or will be the direct or indirect holder of approximately 25%
of the Company’s Common Shares.


 


The independent
board members meet independently with the auditors annually and otherwise as necessary throughout the year.


 


None of the proposed
directors serve on the board of directors of a reporting issuer or the equivalent in a foreign jurisdiction.


 


Orientation and Continuing Education


 


The Corporation
has developed a directors’ handbook, which includes Board and Committee mandates, the Code of Business Conduct for employees, insider
trading policies and other relevant information. All new directors are given this briefing upon their appointment. The material is reviewed
and updated as required. As part of the continuing education of directors, management has periodic meetings with the directors at which
executive management update the directors on key business issues.


 


Code of Business Conduct


 


The
Board has adopted a written Code of Business Conduct for its employees, officers, and directors. A copy of the Code of Business Conduct
may be found on www.sedar.com The Board will monitor compliance, including through receipt
by the Audit Committee of reports of unethical behavior.


 






     


    - 20 -


    

 


Nomination of Directors


 


The
Compensation and Nominating Committee co-ordinates and manages the process of recruiting, interviewing, and recommending candidates
to the Board of Directors. This committee has a formal written charter which outlines the committee’s responsibilities,
requisite qualifications for new directors, the appointment and removal of directors and the reporting obligations to the Board of
Directors. In addition, the Compensation and Nominating Committee is given authority to engage and compensate any outside advisor
that it determines to be necessary to carry out its duties.


 


Compensation of Directors and the
Chief Executive Officer


 


For details on
the compensation of Directors and the CEO, please see the section above entitled “Executive Compensation Discussion and Analysis.”


 


Corporate Governance Committee


 


The role of the
Corporate Governance Committee is to develop and monitor the Corporation’s approach to matters of governance. The committee has
a formal written charter which outlines the committee’s responsibilities. The duties of the Corporate Governance Committee include
developing a position description for the chairman of the Board (the “Chairman”) and assessing the performance of
the Chairman. In addition, the Corporate Governance Committee is responsible for developing and implementing the orientation and educational
program for new recruits to the Board.


 


Assessments


 


The Board of Directors,
through its Corporate Governance Committee and Compensation and Nominating Committee, will regularly assess the overall performance of
the Board of Directors, the committees, and the individual directors through a combination of formal and informal means, including the
distribution of a Board Effectiveness Survey.


 


INDEBTEDNESS
OF DIRECTORS, EXECUTIVE OFFICERS 


AND SENIOR OFFICERS


 


No director, executive
officer or senior officer of the Corporation or proposed management nominee for election as a director of the Corporation, nor each associate
of any such director, officer, or proposed management nominee, is or has been indebted to the Corporation at any time during the last
completed financial year.


 


INTEREST OF INFORMED PERSONS
IN MATERIAL TRANSACTIONS


 


Except as set out
herein, no informed person (as such term is defined in the National Instrument 52-110 – Audit Committees) or proposed nominee
for election as a director of the Corporation nor any associate or affiliate of the foregoing has any interest, direct or indirect, in
any material transactions in which the Corporation has participated since July 1, 2020 or in any proposed transaction which has
materially affected or will materially affect the Corporation or any of its associates.


 


AUDIT COMMITTEE


 


Audit Committee’s Charter


 


As a TSX listed
company (since November 1, 2021 and a TSX Venture listed company prior thereto), the Corporation is required to have an audit committee
for the purpose of monitoring and enhancing the quality of the financial information disclosed by the Corporation. The Audit Committee
charter (the “Charter”) is reproduced as Schedule “A”.






     


    - 21 -


    

 


 


Composition of Audit Committee


 


The Audit Committee
is comprised of Al Guarino (Chair), Allan Brett and Marc Lederman. None of the members of the Audit Committee are employees, Control
Persons (as defined by the rules and policies of the TSXV) or officers of the Corporation. Each of the members of the Audit Committee
is “financially literate” (within the meaning given to such term in National Instrument 51-102 Continuous Disclosure Obligations).
Al Guarino, Allan Brett, and Marc Lederman are considered “independent”.


 


Relevant Education and Experience


 


All the members
of the Audit Committee have the education and/or practical experience required to understand and evaluate financial statements that present
a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can
reasonably be expected to be raised by Corporation’s financial statements.


 


Al Guarino is Chair
of the Audit Committee and is currently CEO of Seta Enterprises Inc. and CFO of Physiomed Health in Toronto. He has previously been CFO
of Health Holdings Company and was the Managing Partner of Arthur Andersen Enterprise Practice. He is a CPA and holds a Bachelor of Commerce
from the University of Toronto.


 


Allan Brett is
a CPA, CA and CBV, and is currently the CFO at The Descartes Systems Group Inc., a public company listed on the TSX and NASDAQ. From
June 1996 until January 2014, Mr. Brett was the CFO at Aastra Technologies Limited, a TSX listed company.


 


Marc Lederman is
a co-founder of NewSpring Capital and a General Partner of the Firm’s dedicated growth equity funds. He serves as a member of the
investment committee of all NewSpring Growth and NewSpring Mezzanine funds.


 


Audit Committee Oversight


 


At no time since
the commencement of the Corporation’s most recently completed financial year have any recommendations by the Audit Committee respecting
the appointment and/or compensation of the Corporation’s external auditors not been adopted by the Board of Directors of the Corporation.


 


Reliance on Certain Exemptions


 


At no time since
the commencement of the Corporation’s most recently completed financial year has the Corporation relied on exemptions in relation
to “De Minimus Non-Audit Services” or any exemption provided by Part 8 of National Instrument 52-110 – Audit
Committee.


 


Pre-Approval Policies and Procedures


 


Pursuant to the
terms of the Charter reproduced as Schedule “A”, the Audit Committee shall pre-approve all non-audit services to be provided
to the Corporation or its subsidiary entities by the Corporation’s external auditor.


 


External Auditor Service Fees (By
Category)


 


		a.	Audit
                                            Fees - The Corporation’s external auditors billed the Corporation $671,537 for fees
                                            associated with the audit work for the financial year ended June 30, 2021, and $454,740
                                            for the audit work related to the financial year ended June 30, 2020.



 









     


    - 22 -


    

 


		b.	Audit
                                            Related Fees - The Corporation’s external auditors billed the Corporation $285,450
                                            for assurance and related services that are reasonably related to the performance of the
                                            audit or reviewing the Corporation’s financial statements and are not included under
                                            “Audit Fees” (above) for the financial year ended June 30, 2021, and $189,390
                                            for the financial year ended June 30, 2020.



 


		c.	Tax
                                            Fees – The Corporation’s external auditors billed the Corporation $267,340 during
                                            the financial year ended June 30, 2021, for services related to tax compliance, tax
                                            advice and tax planning and $170,499 for the financial year ended June 30, 2020.



 


		d.	All
                                            Other Fees – The Corporation’s external auditors billed the Corporation $216,140
                                            for other services during the year ended June 30, 2021, and $182,275 for the financial
                                            year ended June 30, 2020.



 


Exemption


 


The Corporation
is relying upon the exemption in section 6.1 of National Instrument 52-110– Audit Committee.


 


PARTICULARS OF MATTERS
TO BE ACTED UPON AT THE MEETING


 


		1.	Receipt of Financial Statements



 


The consolidated
audited financial statements of the Corporation for the financial year ended June 30, 2021, and the auditor’s report thereon,
copies of which accompany this Circular, will be presented to the Shareholders at the Meeting.


 


		2.	Election of Directors



 


Shareholders have
authorized the board of directors by special resolution to fix the number of directors by resolution and the number of directors is currently
fixed at five.


 


It is proposed
that each of the persons whose name appears below be elected as a director of the Corporation to serve until the close of the next annual
meeting of shareholders or until his successor is elected or appointed. An affirmative vote of a majority of the votes cast at the Meeting
is sufficient for the election of directors and shareholders will vote for the election of each individual director separately.


 


In the event a
nominee is unable or unwilling to serve, an event that management of the Corporation has no reason to believe will occur, the persons
named in the accompanying form of proxy reserve the right to vote for another person at their discretion, unless a Shareholder has specified
in the form of proxy that the Common Shares subject to such proxy are to be withheld from voting for the election of directors.


 






     


    - 23 -


    

 


The following
table sets forth the name and residence of each person to be nominated by management of the Corporation for election as a director,
such person’s principal occupation, including his or her present position with the Corporation, the period or periods of his
or her service as a director of the Corporation, whether each nominee is an “independent” director (as that term is
defined in National Instrument 52-110 — Audit Committees, and the approximate number of Common Shares (on a
post-Consolidation basis) beneficially owned, directly or indirectly, or subject to control or direction, by such person as at the
date of this Circular:


 





	 Name and Place of Residence	 	  Principal Occupation	 	  Director Since	 	Independent Director Yes/No	 	Number of Common Shares Beneficially Owned or Controlled1
	William Wignall

4 Ontario, Canada	 	President and Chief Executive Officer of the Corporation	 	September 2010	 	No	 	277,8775
	Al Guarino2,3 

Ontario, Canada  	 	Chief Executive Officer of Seta Enterprise Inc, and Chief Financial Officer of Physiomed Health	 	 May 2014   	 	 Yes   	 	18,000
	Allan Brett2,3 

Ontario, Canada	 	Chief Financial Officer of The Descartes Systems Group Inc.	 	January, 2017 	 	Yes 	 	17,857
	Norman A. Worthington, III4

 Florida,
USA        	 	Chairman of Sangoma Technologies April 2021 to present; Executive Chairman of StarBlue from January 2018 to March 2021; Executive Chairman of the StarBlue Subsidiary from May 2018 to March 2021; CEO of StarBlue Subsidiary from 2006 to 2018 and from January 2020 until March 31, 2021	 	March, 2021	 	No	 	2,163,2546 
	Marc Lederman 2. 3, 4

 Pennsylvania, USA	 	Co-founder and General Partner, NewSpring Capital	 	March, 2021 	 	Yes 	 	Nil7  




 


		1	Individual directors have furnished
information as to Common Shares beneficially owned, controlled or directed, directly or indirectly, by such director. The Corporation
has relied on this information for purposes of this disclosure.



 


		2	Member
                                            of the Compensation and Nominating Committee.



 


		3	Member
                                            of the Audit Committee.



 


		4	Member
                                            of the Corporate Governance Committee.



 


		5	1,044
                                            of these Common Shares (on a post-Consolidation basis) are held by Olivia Wignall, the daughter
                                            of Bill Wignall.



 


		6	Old
                                            Town Gelato, LLC (controlled by Mr. Worthington), holds approximately 59% of the membership
                                            interests of Star2Star Holdings, LLC and, as such, Mr. Worthington will beneficially
                                            hold, upon distribution of the share consideration and the deferred consideration payable
                                            by the Corporation under the stock purchase agreement entered into in connection with the
                                            acquisition of StarBlue
Inc., directly or indirectly, approximately 24.6% of the issued and outstanding Common Shares (on a pro forma basic basis) and currently
indirectly controls, prior to the distribution of the deferred consideration, 11.4% of the issued and outstanding Common Shares as of
the date hereof.



 


		7	Mr. Lederman is also the
Chief Operating Officer of the General Partner of NewSpring Growth Capital III, L.P., which has a membership interest in Star2Star Holdings,
LLC. Upon distribution of the share consideration and the deferred consideration payable by the Corporation under the stock purchase
agreement entered into in connection with the acquisition of StarBlue Inc., NewSpring Growth Capital III-A2, L.P. will hold, directly
or indirectly, approximately 6.2% of the issued and outstanding Common Shares (on a pro forma basic basis) and currently indirectly holds,
prior to the distribution of the deferred consideration, 1.5% of the issued and outstanding Common Shares as of the date hereof.



 


To the knowledge of the Corporation,
no proposed director:


 


		(a)	is,
                                            as at the date of this, or has been, within 10 years before the date of this Circular, a
                                            director, chief executive officer or chief financial officer of any company (including the
                                            Corporation) that, (i) was
subject to an order that was issued while the proposed director was acting in the capacity as director,
chief executive officer or chief financial officer; 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 director, chief executive officer or chief financial officer;



 





		(b)	is,
                                            as at the date of this, or has been within 10 years before the date of this Circular, a director
                                            or executive officer of any company (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;



 






     


    - 24 -


    

 


		(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; 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.



 


The persons
named in the form of proxy which accompanies this Circular intend to vote FOR the election of the nominees listed above as directors
of the Corporation unless the Shareholder of the Corporation has specified in the form of proxy that the Common Shares represented by
such form of proxy are to be withheld from voting in respect thereof.


 


Majority Voting for Election of Directors


 


The Board has adopted
a “majority voting” policy, pursuant to which if a nominee for election as director does not receive a greater number of
votes “for” than votes “withheld” at a meeting of shareholders, such nominee shall offer his or her resignation
as a director to the Board promptly following the meeting of shareholders at which the director was elected. Upon receiving such offer
of resignation, the Nominating and Corporate Governance Committee will consider such offer and make a recommendation to the Board as
to whether or not to accept it. Notwithstanding the foregoing, the Board shall accept the offer of resignation absent exceptional circumstances.
The Board will determine whether or not to accept the resignation within 90 days following the meeting of shareholders. The Corporation
will announce the decision of the Board in a press release with respect to whether the Board has decided to accept such director’s
resignation. If the Board determines not to accept the resignation, the press release will state the reasons for that decision. The director
who tendered such resignation will not be part of any deliberations of any Board committee (including the Nominating and Corporate Governance
Committee if such director is a member thereof) or the Board pertaining to the resignation offer. The “majority voting” policy
only applies in circumstances involving an uncontested election of directors. For the purposes of the policy, an “uncontested election
of directors” means that the number of nominees for election as a director is not more than the number of directors proposed to
be elected to the Board.


 


		3.	Appointment of Auditor



 


Shareholders are
being asked to re-appoint MNP LLP as auditor of the Corporation to hold office until the next annual meeting of shareholders. Unless
authority to do so is withheld, proxies given pursuant to this solicitation by the management of the Corporation will be voted “FOR”
the appointment of MNP LLP as auditor of the Corporation to hold office until the close of the next annual meeting of Shareholders, at
a remuneration to be fixed by the Board.


 


Additional information
on the Corporation’s audit committee, and on the Corporation’s relationship with its independent auditor, is set out in the
section “Audit Committee”, above.


 


INTEREST OF CERTAIN PERSONS
IN MATTERS TO BE ACTED UPON


 


Except in so
far as they may be Shareholders and unless otherwise disclosed in this Circular, no person who has been a director or executive
officer of the Corporation at any time since July 1, 2020 or proposed nominee for election as a director of the Corporation,
nor 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 other than the election of directors.


 






     


    - 25 -


    

 


GENERAL


 


The consolidated
financial statements of the Corporation for the financial year ended June 30, 2021, together with the report of the auditors thereon,
will be presented to Shareholders at the Meeting for their consideration.


 


ADDITIONAL INFORMATION


 


Additional information
relating to the Corporation is available on SEDAR at www.sedar.com. Financial information is provided in the Corporation’s comparative
consolidated annual financial statements and Management’s Discussion and Analysis for the year ended June 30, 2021. Shareholders
may contact the Chief Financial Officer of the Corporation at (905) 474 1990 extension 4107, or in writing at the registered address
of the Corporation, to request copies of the Corporation’s consolidated financial statements and Management’s Discussion
and Analysis.


 


APPROVAL OF BOARD OF DIRECTORS


 


The contents of
this Circular and the sending of it to each director of the Corporation, to the auditor of the Corporation, to the Shareholders and to
the applicable regulatory authorities, have been approved by the directors of the Corporation.


 


	DATED at Markham, Ontario	 	 /s/ “Bill
    Wignall ”
	this 25th day of November, 2021.	 	 William Wignall
	 	 	President and Chief Executive Officer




 









     


     


    

 


SCHEDULE “A”


 


AUDIT
COMMITTEE CHARTER 


SANGOMA TECHNOLOGIES CORPORATION.


 


(the “Corporation”)


 


(Implemented pursuant to National
Instrument 52-110)


 


National Instrument
52-110 – Audit Committees (the “Instrument”) relating to the composition and function of audit committees,
effective March 30, 2004, as amended, applies to the Corporation. The Instrument requires all affected issuers to have a written
audit committee Charter which must be disclosed, as stipulated by Form 52-110F1 - Audit Committee Information Required in an
AIF, in its annual information form.


 


This Charter has
been adopted by the board of directors in order to comply with the Instrument and to more properly define the role of the Committee in
the oversight of the financial reporting process of the Corporation. Nothing in this Charter is intended to restrict the ability of the
board of directors or Committee to alter or vary procedures in order to comply more fully with the Instrument, as amended from time to
time.


 


PART 1


 


Purpose:


 


The purpose of the Committee is to:


 


		(a)	improve
                                            the quality of the Corporation’s financial reporting;



 


		(b)	assist
                                            the board of directors to properly and fully discharge its responsibilities;



 


		(c)	provide
                                            an avenue of enhanced communication between the directors and external auditors;



 


		(d)	enhance
                                            the external auditor’s independence;



 


		(e)	increase
                                            the credibility and objectivity of financial reports;



 


		(f)	strengthen
                                            the role of the directors by facilitating in depth discussions between directors, management
                                            and external auditors; and



 


		(g)	overseeing
                                            the accounting and financial reporting processes of the Corporation and audits of the financial
                                            statements of the Corporation.



 


		1.1	Definitions



 


“accounting
principles” has the meaning ascribed to it in National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards
and Reporting Currency;


 


“Affiliate”
means a corporation that is a subsidiary of another corporation or companies that are controlled by the same entity;


 


“audit services”
means the professional services rendered by the Corporation’s external auditor for the audit and review of the Corporation’s
financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings
or engagements;


 


“Charter” means this audit
committee charter;


 






     


     


    

 


“Committee”
means the committee established by and among certain members of the board of directors for the purpose of overseeing the accounting and
financial reporting processes of the Corporation and audits of the financial statements of the Corporation;


 


“Control
Person” means any individual or company that holds or is one of a combination of individuals or companies that holds a sufficient
number of any of the securities of the Corporation so as to affect materially the control of the Corporation, or that holds more than
20% of the outstanding voting shares of the Corporation except where there is evidence showing that the holder of those securities does
not materially affect the control of the Corporation.


 


“financially literate” has
the meaning set forth in Section 1.2;


 


“immediate
family member” means a person’s spouse, parent, child, sibling, mother or father-in-law, son or daughter-in-law, brother
or sister-in-law, and anyone (other than an employee of either the person or the person’s immediate family member) who shares the
individual’s home;


 


“Instrument” means National
Instrument 52-110 – Audit Committees;


 


“MD&A” has the meaning
ascribed to it in National Instrument 51-102; “Member” means a member of the Committee;


 


“National Instrument 51-102”
means National Instrument 51-102 – Continuous Disclosure Obligations; and


 


“non-audit services” means
services other than audit services.


 


		1.2	Meaning of Financially Literate



 


For the purposes
of this Charter, 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.


 


PART 2


 


		2.1	Audit Committee



 


The board of directors has hereby established
the Committee for, among other purposes, compliance with the Instrument.


 


		2.2	Relationship with External
Auditors



 


The Corporation will require its external
auditor to report directly to the Committee and the Members shall ensure that such is the case.


 


		2.3	Committee Responsibilities



 


		1.	The
                                            Committee shall review and, if advisable, select and recommend for the board of directors
                                            and shareholder approval the appointment of the external auditors for the purpose of preparing
                                            or issuing an auditor’s report or performing other audit, review or attest services
                                            for the Corporation.



 


		2.	The
                                            Committee shall recommend to the board of directors and have ultimate authority to approve
                                            all audit engagement terms and fees, including the auditors’ audit plan.



 






     


     


    

 


		3.	The
                                            Committee shall be directly responsible for overseeing the work of the external auditor engaged for the
purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation, including
the resolution of disagreements between management and the external auditor regarding financial reporting. This responsibility shall
include:



 


		(a)	reviewing
                                            the audit plan with management and the external auditor;



 


		(b)	reviewing
                                            with management and the external auditor any proposed changes in major accounting policies,
                                            the presentation and impact of significant risks and uncertainties, and key estimates and
                                            judgements of management that may be material to financial reporting;



 


		(c)	questioning
                                            management and the external auditor regarding significant financial reporting issues discussed
                                            during the fiscal period and the method of resolution;



 


		(d)	reviewing
                                            any problems experienced by the external auditor in performing the audit, including any restrictions
                                            imposed by management or significant accounting issues on which there was a disagreement
                                            with management;



 


		(e)	reviewing
                                            audited annual financial statements, in conjunction with the report of the external auditor,
                                            and obtaining an explanation from management of all significant variances between comparative
                                            reporting periods;



 


		(f)	reviewing
                                            the post-audit or management letter, containing the recommendations of the external auditor,
                                            and management’s response and subsequent follow up to any identified weakness;



 


		(g)	reviewing
                                            interim unaudited financial statements before release to the public;



 


		(h)	reviewing
                                            all public disclosure documents containing audited or unaudited financial information before
                                            release, including any prospectus, the annual report, and management’s discussion and
                                            analysis;



 


		(i)	reviewing
                                            the evaluation of internal controls by the external auditor, together with management’s
                                            response;



 


		(j)	reviewing
                                            the terms of reference of the internal auditor, if any;



 


		(k)	reviewing
                                            the reports issued by the internal auditor, if any, and management’s response and subsequent
                                            follow up to any identified weaknesses;



 


		(l)	reviewing
                                            the appointments of the chief financial officer and any key financial executives involved
                                            in the financial reporting process, as applicable;



 


		(m)	reviewing
                                            and assessing the Committee’s performance, effectiveness and contribution, including
                                            an evaluation of whether this Charter appropriately addresses the matters that are and should
                                            be within its scope. The Committee will conduct such review and assessment in such manner
                                            as it deems appropriate and report the results thereof to the board of directors, including
                                            any recommended changes to this Charter and to the Corporation’s policies and procedures;
                                            and



 


		(n)	ensuring
                                            the Committee’s receipt from the external auditor of a formal written statement delineating
                                            all relationships between the auditor and the Corporation, actively engaging in a dialogue
                                            with the external auditor with respect to any disclosed relationships or services that may
                                            impact the objectivity and independence of the external auditor and taking, or recommending
                                            that the full board of directors take, appropriate action to oversee the independence of
                                            the outside auditor.



 


		4.	The
                                            Committee shall pre-approve all non-audit services to be provided to the Corporation or its
                                            subsidiary entities by the issuer’s external auditor.



 


		5.	The
                                            Committee shall review the Corporation’s financial statements, MD&A, and annual
                                            and interim earnings press releases before the Corporation publicly discloses this information.



 









     


     


    

 


		6.	The
                                            Committee shall ensure that adequate procedures are in place for the review of the Corporation’s
                                            public disclosure of financial information extracted or derived from the Corporation’s
                                            financial statements, and shall periodically assess the adequacy of those procedures.



 


		7.	When
                                            there is to be a change of auditor, the Committee shall review all issues related to the
                                            change, including the information to be included in the notice of change of auditor called
                                            for under National Instrument 51-102, and the planned steps for an orderly transition.



 


		8.	The
                                            Committee shall review all reportable events, including disagreements, unresolved issues
                                            and consultations, as defined in National Instrument 51-102, on a routine basis, whether
                                            or not there is to be a change of auditor.



 


		9.	The
                                            Committee shall, as applicable, establish 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.



 


		10.	As
                                            applicable, the Committee shall establish, periodically review and approve the Corporation’s
                                            hiring policies regarding partners, employees and former partners and employees of the present
                                            and former external auditor of the issuer, as applicable.



 


		11.	The
                                            responsibilities outlined in this Charter are not intended to be exhaustive. Members should
                                            consider any additional areas which may require oversight when discharging their responsibilities.



 


		2.4	De
                                            Minimus Non-Audit Services



 


The Committee shall satisfy the pre-approval
requirement in subsection 2.3(3) if:


 


		(a)	the
                                            aggregate amount of all the non-audit services that were not pre-approved is reasonably expected
                                            to constitute no more than five per cent of the total amount of fees paid by the Corporation
                                            and its subsidiary entities to the corporation’s external auditor during the financial
                                            year in which the services are provided;



 


		(b)	the
                                            Corporation or the subsidiary of the Corporation, as the case may be, did not recognize the
                                            services as non-audit services at the time of the engagement; and



 


		(c)	the
                                            services are promptly brought to the attention of the Committee and approved by the Committee
                                            or by one or more of its members to whom authority to grant such approvals has been delegated
                                            by the Committee, prior to the completion of the audit.



 


		2.5	Delegation of Pre-Approval
Function





 


		1.	The
                                            Committee may delegate to one or more independent Members the authority to pre-approve non-audit
                                            services in satisfaction of the requirement in subsection 2.3(3).



 


		2.	The
                                            pre-approval of non-audit services by any Member to whom authority has been delegated pursuant
                                            to subsection 2.5(1) must be presented to the Committee at its first scheduled meeting
                                            following such pre-approval.



 


PART 3


 


		3.1	Composition



 


		1.	The
                                            Committee shall be appointed annually by the board of directors and consist of at least three
                                            (3) members from among the directors of the Corporation, each of whom shall be independent
                                            as required by applicable securities legislation and stock exchange regulations and free
                                            from any direct or indirect relationship that, in the opinion of the board of directors,
                                            could reasonably interfere with the exercise of his or her independent judgment as a member
                                            of the Committee. Officers of the Corporation, including the Chairman of
the board of directors, may not serve as members of the Audit Committee.



 









     


     


    

 


		2.	The
                                            board of directors, at its organizational meeting held in conjunction with each annual meeting
                                            of shareholders, shall appoint the Members for the ensuing year. The board of directors may
                                            at any time remove or replace any Member and may fill any vacancy in the Committee. Any Member
                                            ceasing to be a director shall cease to be a Member. Where a vacancy occurs at any time in
                                            the membership of the Committee, it may be filled by the board of directors on the recommendation
                                            of the Committee and will be filled by the board of directors if the membership of the Committee
                                            falls below three directors.



 


		3.	The
                                            board of directors shall appoint the Chairman of the Committee.



 


		4.	Unless
                                            an exemption is provided for under the Instrument and applicable securities laws and stock
                                            exchange requirements, each audit committee member shall be financially literate.



 


PART 4


 


		4.1	Authority



 


The Committee shall have the authority
to:


 


		(a)	engage
                                            independent counsel and other advisors as it determines necessary to carry out its duties;



 


		(b)	set
                                            and pay the compensation for any advisors employed by the Committee;



 


		(c)	communicate
                                            directly with the internal and external auditors; and



 


		(d)	recommend
                                            the amendment or approval of audited and interim financial statements to the board of directors.



 


		4.2	The
                                            Corporation shall provide for appropriate funding, as determined by the Committee, in its
                                            capacity as a committee of the board of directors, for payment of (a) compensation to
                                            its external auditor engaged for the purpose of preparing or issuing an audit report or performing
                                            other audit, review or attest services for the Corporation, (b) compensation to any
                                            advisors employed by the Committee pursuant to Section 4.1(a) and (c) ordinary
                                            administrative expenses of the Committee that are necessary or appropriate in carrying out
                                            its duties.



 


PART 5


 


		5.1	Disclosure in Information Circular



 


If management of
the Corporation solicits proxies from the security holders of the Corporation for the purpose of electing directors to the board of directors,
the Corporation shall include in its management information circular a cross-reference to the sections in the Corporation’s annual
information form that contain the information required by Form 52-110F1 - Audit Committee Information Required in an AIF.


 


PART 6


 


		6.1	Meetings



 


		1.	Meetings
                                            of the Committee shall be scheduled to take place at regular intervals and, in any event,
                                            not less frequently than quarterly.



 


		2.	Opportunities
                                            shall be afforded periodically to the external auditor, the internal auditor and to members of senior management
to meet separately with the Members.



 






     


     


    

 


		3.	Notice
                                            of the time and place of every Committee meeting will be given verbally or in writing to
                                            each Member and to the Chief Executive Officer and the Chief Financial Officer at least 24
                                            hours prior to the time fixed for such meeting. The external auditor of the Corporation will
                                            be given notice of every Committee meeting and, at the expense of the Corporation, will be
                                            entitled to attend and be heard thereat.



 


		4.	If
                                            requested by a Committee member, the external auditor will attend every Committee meeting
                                            held during such external auditor’s term of office.



 


		5.	A
                                            majority of the Committee constitutes a quorum. No business may be transacted by the Committee
                                            except by resolution in writing signed by all the Members or at a Committee meeting at which
                                            a quorum of the Committee is present in person or by means of such telephonic, electronic
                                            or other communication facilities as permit all persons participating in the meeting to communicate
                                            with each other simultaneously and instantaneously. At Committee meetings, Committee actions
                                            shall require approval of a majority of the Members.



 


		6.	Minutes
                                            shall be kept of all meetings of the Committee.