Lendified : Statement of Executive Compensation (Form 51-102F6V) - English

LENDIFIED HOLDINGS INC.

(FORMERLY, HAMPTON BAY CAPITAL INC.)

(the "Company")

FORM 51-102F6V

EXECUTIVE COMPENSATION - VENTURE ISSUERS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND DECEMBER 31, 2018

The following information is presented in accordance with Form 51-102F6V-Statementof Executive Compensation- Venture Issuers of Regulation 51-102respecting Continuous Disclosure Obligations (the "Form 51-102F6V"), regarding all compensation paid, payable, granted or otherwise provided to all persons acting as directors or as "Named Executive Officers", as this expression is defined in Form 51-102F6V, for the last two financial years of the Company ended December 31, 2019 and December 31, 2018.

For the purposes of this Statement of Executive Compensation:

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

1. each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer;
2. each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer;
3. in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year;
4. each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year;

During the year ended December 31, 2019, the Company had one Named Executive Officer: Jeremy Edelman, the former President, Chief Executive Officer and Chief Financial Officer.

Compensation Discussion and Analysis

The Company was a capital pool company ("CPC") pursuant to Policy 2.4 of the TSX Venture Exchange ("TSXV") during its most recently completed financial year. Due to the Company's status as a CPC during its most recently completed financial year and in accordance with Policy 2.4 of the TSXV, no compensation of any kind could be provided to the Company's directors or officers, directly or indirectly, by any means, including payment of salary, other than compensation that may be provided by way of options ("Options") to purchase common shares of the Company (the "Common Shares") pursuant to the Company's stock option plan ("Option Plan"), more particularly described below under "Stock Option Plan".

The Company issued Options to maintain a competitive position in the CPC marketplace, as Options were the only permissible form of compensation that may be awarded to its directors and officers while it is a capital pool company.

The objective and purpose of any Option reward while the Company was a CPC was to encourage the Company's officers and directors to find a Qualifying Transaction that was in the best interest of the Company and thereby its shareholders.

With respect to the grant of Options, the Chief Executive Officer recommends to the board of directors of the Company (the "Board") the individual Option grant for each executive officer and director. The Board then takes these

recommendations into consideration when making final decisions on compensation for those executive officers. The Board does not use formulas or benchmarks for each grant, but is restricted by the policies of the TSXV and the Option Plan in how many Options it may grant. Options under the Option Plan are awarded to executive officers by the Board based upon the level of responsibility and contribution of the individuals towards the Company's goals and objectives. Previous grants of Options to a particular individual will be taken into account when considering future grants of Options to that particular individual.

The Company completed its Qualifying Transaction (as such term is defined in the policies of the TSXV) on April 29, 2020. In connection with its Qualifying Transaction, the Company completed a consolidation of its Common Shares on the basis of one post-Consolidation Common Share for every 1.88 pre-Consolidation Common Shares (the "Consolidation").

Risks of Compensation Policies and Practices

The Company's compensation program is designed to provide executive officers incentives for the achievement of near-term and long-term objectives, without motivating them to take unnecessary risk. As part of its review and discussion of executive compensation, the Board noted the following facts that discourage the Company's executives from taking unnecessary or excessive risk:

• the Company's business strategy and related compensation philosophy; and

• the effective balance, in each case, between near-term and long-term focus, corporate and individual performance, and financial and non-financial performance.

Based on this review, the Board believes that the Company's total executive compensation program does not encourage executive officers to take unnecessary or excessive risk.

Financial Instruments

The Company has not implemented any policies which restrict its executive officers and directors from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds 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 executive officer or director.

Share Based and Non-Equity Incentive Plan Compensation

The Company has not at any time granted any share-based awards nor has it provided any awards pursuant to a non- equity incentive plan.

Compensation Governance

For a discussion on policies and practices by the Board to determine the compensation of the Company's directors and executive officers, see "Compensation Discussion and Analysis". The Company has not established a compensation committee.

Benefit, Contribution, Pension, Retirement, Deferred Compensation and Actuarial Plans

The Company currently has no defined benefit, defined contribution, pension, retirement, deferred compensation or actuarial plans for its Named Executive Officer (as defined below) or directors of the Company.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth the information required under Form 51-102F6V, regarding all compensation paid, payable, granted or otherwise provided during the two most recently completed financial years of the Company, to all persons acting as directors or the Named Executive Officers, for the last two financial years ended December 31, 2019

and December 31, 2018.

Due to the Company's status as a CPC during its most recently completed financial year, no compensation other than option based awards has been paid to the Company's directors.

TABLE OF COMPENSATION, EXCLUDING COMPENSATION SECURITIES

Name and Position	Year	Salary, consulting	Bonus ($)	Committee or	Value of	Value of all	Total
		fee, retainer or		meeting fees ($)	perquisites ($)	other	compensation
		commission ($)				compensation ($)	($)
Jeremy Edelman	2019	Nil	Nil	Nil	Nil	Nil	Nil
President, CEO, CFO	2018	Nil	Nil	Nil	Nil	Nil	Nil
and Director
Guy Charette	2019	Nil	Nil	Nil	Nil	Nil	Nil
Director and Corporate	2018	Nil	Nil	Nil	Nil	Nil	Nil
Secretary
David Lenigas	2019	Nil	Nil	Nil	Nil	Nil	Nil
Director	2018	Nil	Nil	Nil	Nil	Nil	Nil

Stock Options and Other Compensation Securities

Compensation securities were granted or issued to any NEO or director by the Company in the financial year ended December 31, 2019 for services provided or to be provided, directly or indirectly, to the Company, as disclosed in the following table:

COMPENSATION SECURITIES

Name	Type of	Number of	Date	Issue,	Closing price	Closing price	Expiry
and	compensation	compensation	of	conversion or	of security or	of	date
position	security	securities,	issue or	exercise price	underlying	security or
		number of	grant	($)(2)	security on	underlying
		underlying			date of grant	security at
		securities, and			($)(3)	year end
		percentage of				($)(4)
		class(1)
Jeremy Edelman	Options	527,317	March 4, 2019	$0.10	$0.10	$0.06	March 4, 2029(5)
President, CEO, CFO
and Director
David Lenigas	Options	527,317	March 4, 2019	$0.10	$0.10	$0.06	March 4, 2029(5)
Director
Guy Charette	Options	527,316	March 4, 2019	$0.10	$0.10	$0.06	March 4, 2029(5)
Director and Corporate
Secretary

Notes:

1. The number of compensation securities are represented on a pre-Consolidation basis.
2. The price of such compensation securities is representing on a pre-Consolidation basis.
3. The closing price is represented on a pre-Consolidation basis.
4. The closing price is represented on a pre-Consolidation basis.
5. Following completion of the Company's Qualifying Transaction, the exercise price of these Options accelerated to April 29, 2021 or twelve (12) months from the date of completion of the Qualifying Transaction in accordance with the Option Plan.

Compensation securities were exercised by any director or NEO during the financial year ended December 31, 2019, as disclosed in the following table:

EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOS

Name and	Type of	Number	Exercise	Date of	Closing price	Difference between	Total value
position	compensation	of	price per	exercise	per security	exercise	on exercise
	security	underlying	security ($)		on date of	price and closing	date ($)
		securities			exercise ($)	price on date of
		exercised				exercise ($)
Jeremy Edelman	N/A	N/A	N/A	N/A	N/A	N/A	N/A
President, CEO, CFO
and Director
David Lenigas	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Director
Guy Charette	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Director and
Corporate Secretary

Stock Option Plan

The Company's Option Plan was adopted on January 29, 2019 and the Option Plan was the Company's only equity compensation plan during the most recently completed financial year.

The Option Plan provides that the Board may from time to time, in its discretion, and in accordance with the, grant to directors, officers, employees and consultants of the Company, non-transferable options to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed 10% of the issued and outstanding Common Shares. The Board determines the price per Common Share which may be allotted to each director, officer, employee and consultant and all other terms and conditions of the Options, subject to the policies of the TSXV.

During the time that the Company was a CPC, the aggregate number of Common Shares issuable upon exercise of all Options granted under the Option Plan shall not exceed ten percent (10%) of the Common Shares issued and outstanding at the closing of the Company's initial public offering. Following completion of the Company's Qualifying Transaction, the aggregate number of Common Shares issuable upon exercise of all Options granted under the Option Plan shall not exceed ten percent (10%) of the issued and outstanding Common Shares at the time of Option grant. Such Options will be exercisable for a period of up to ten years from the date of grant, subject to extension in certain circumstances where the expiry date occurs within a "blackout period". In connection with the foregoing, the number of Common Shares reserved for issuance to: (i) any individual will not exceed five per cent (5%) of the Common Shares issued and outstanding; and (ii) all consultants will not exceed two percent (2%) of the Common Shares issued and outstanding. In addition, the Option Plan provides that: (i) unless approved by disinterested Shareholder, no more than five per cent (5%) of the issued and outstanding Common Shares will be granted to any individual in any 12-month period; (ii) no more than two per cent (2%) of the issued and outstanding Common Shares will be granted to any one consultant in any 12-month period; and (iii) no more than an aggregate of two per cent (2%) of the issued and outstanding Common Shares will be granted to an employee conducting investor relations activities in any 12-month period.

In the event that a director, officer, technical consultant or employee does not continue on with the Company following completion of its Qualifying Transaction, options must be exercised within the greater of 12 months after the completion of a Qualifying Transaction and 90 days following cessation of the optionee's position with the Company, provided that if the cessation of office, employment, directorship, or consulting arrangement was by reason of death, the Options may be exercised within a maximum period of one year after such death, subject to the expiry date of such Option.

Employment, Consulting and Management Agreements

The Company does not have any contract, agreement, or arrangement under which compensation was provided during

the most recently completed financial year or is payable in respect of services provided to the Company that were performed by a director or NEO, or performed by any other party but are services typically provided by a director or NEO.

Termination and Change of Control Benefits

Other than as provided for at common law, there is no contract, agreement, plan or arrangement that provides for payments to the Named Executive Officer at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in the Named Executive Officer's responsibilities.