Nexoptic Technology Corp V.NXO

RE:RE:RE:Wavin’ to the crowd

[cashy]

The Rights Agreement is entered into with NexOptic’s transfer agent, Computershare Trust Company of Canada (“Computershare”), as custodial agent whereby 3DB has deposited 8.0 million shares of the Company held by Computershare and has agreed that the Company may issue “incentive rights” (the “Rights”) to acquire such shares to such persons as the Company designates at an exercise price equal to the greater of $0.25 per share or average closing price of the Company’s shares for the five days preceding the issuance of the incentive right. The Rights Agreement has an overall seven-year term (the “Term”). The overall number of Rights the Company may issue is unlimited, provided that the aggregate number of Right issued and outstanding or exercised during the Term may not exceed the 8.0 million shares so deposited. Any shares remaining deposited with Computershare at the end of the Term will be returned to 3DB. 3DB will retain voting rights and all dividends associated with the deposited shares and is permitted to tender such shares in a business combination. The Rights will be non-transferable and will expire on the earlier of the expiry date fixed by the Company at the time of issuance, the end of the Term or within a specified time of the recipient of the Rights ceasing to be an “eligible person” as defined in the Rights Agreement. A copy of the Rights Agreement will be filed on the Company’s SEDAR profile at www.sedar.com .