Lendified : Management information circular - English

NOTICE OF ANNUAL AND SPECIAL MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

WITH RESPECT TO THE ANNUAL AND SPECIAL

MEETING OF SHAREHOLDERS OF

LENDIFIED HOLDINGS INC.

TO BE HELD ON DECEMBER 1, 2021

LENDIFIED HOLDINGS INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 1, 2021

TAKE NOTICE THAT an annual meeting (the "Meeting") of the shareholders of Lendified Holdings Inc. (formerly, Hampton Bay Capital Inc.) ("Lendified" or the "Corporation") will be held online only due to the ongoing COVID-19 pandemic at https://surl.ms/zrf or by telephone at [phone] (access code: 169 597 44#) on Wednesday, December 1, 2021 at 10:30 a.m. (Eastern time) for the following purposes:

1. to receive the consolidated financial statements of Lendified for the year ended December 31, 2020, together with the report of the auditors thereon;
2. to elect directors of Lendified to hold office until the close of business of the next annual meeting of Lendified's shareholders;
3. to appoint auditors of Lendified to hold office until the close of business of the next annual meeting of Lendified's shareholders and to authorize the directors of Lendified to fix the auditors' remuneration;
4. to consider, and if thought advisable, to approve, with or without variation, by ordinary resolution certain amendments to, the Corporation's stock option plan including the reservation for issuance thereunder of all unallocated options, rights and other entitlements, in accordance with the rules of the TSX Venture Exchange (the "TSXV"), as more specifically set out in the accompanying Management Information Circular;
5. to consider and, if deemed advisable, approve and confirm, with or without variation, by ordinary resolution of Disinterested RSU Shareholders (as defined below), the Corporation's amended and restated restricted share unit plan, including the reservation for issuance thereunder of all unallocated restricted share units, rights and other entitlements, in accordance with the rules of the TSXV; and
6. to transact such other business as may be properly brought before the Meeting or any adjournment thereof.

Information relating to the items described above is set forth in the accompanying Management Information Circular of Lendified.

Only shareholders of record as of November 1, 2021, the record date, are entitled to receive notice of and to vote at the Meeting. Shareholders who wish to vote at the Meeting must attend the Meeting via live videoconference or deposit an instrument of proxy in accordance with the instructions set forth below and in the accompanying Management Information Circular.

The novel coronavirus outbreak ("COVID-19") has affected the way many companies are currently doing business, including the Corporation. Businesses, organizations and private persons alike have had to adjust to the restrictions brought on by COVID-19. We are committed to safeguarding the health and well-being of our employees, clients, shareholders and the community. This year, out of an abundance of caution, to proactively deal with the unprecedented public health impact of a novel coronavirus disease, also known as COVID-19, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, the Corporation will hold the Meeting via videoconference at https://surl.ms/zrfrather than attending in person. You can also dial in to the Meeting by telephone at [phone] (access code: 169 597 44#). All shareholders, regardless of their geographic location and 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. The Meeting will not take place at a physical location and therefore shareholders will not be able to attend the Meeting in person. Each shareholder who is entitled to attend at shareholders' meetings is encouraged to participate in the Meeting and shareholders are urged to vote on matters to be considered via live videoconference or by proxy. Voting in advance

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of the Meeting in accordance with the instructions set out on your form of proxy or voting instruction form will ensure your votes are counted at the Meeting, and participating via videoconference or telephone will help safeguard your health and the health of the Corporation's personnel and the community generally.

We encourage you to make sure that your votes are represented at the meeting. Additional information on how to attend the virtual meeting and to vote your shares in advance of the Meeting is enclosed. Please take the time to vote using the proxy form or voting instruction form sent to you in accordance with the instructions thereon so that your shares are voted according to your instructions and represented at the Meeting.

IMPORTANT

It is desirable that as many Common Shares as possible be represented at the Meeting. You are encouraged to complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. To be valid, all instruments of proxy must be delivered to the Proxy Department of Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, Canada, M5J 2Y1 (facsimile [phone]) no later than 10:30 a.m. (Toronto time) on November 29, 2021 or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, before any adjournment or postponement of the Meeting. Late instruments of proxy may be accepted or rejected by the chair of the Meeting in his or her discretion but he or she is under no obligation to accept or reject any particular late instruments of proxy. As an alternative to completing and submitting an instrument of proxy, you may vote electronically on the internet at www.investorvote.comor by telephone by contacting Computershare Investor Services Inc. at 1-866-732-8683. Shareholders who wish to vote using the internet or by telephone should follow the instructions in the enclosed instrument of proxy.

DATED at Toronto, Ontario this 3rd day of November, 2021.

By Order of the Board of Directors

(signed) "Eoghan Bergin"

Eoghan Bergin

Chief Executive Officer

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LENDIFIED HOLDINGS INC.

Management Information Circular

for the Annual and Special Meeting of Shareholders

to be held on Wednesday, December 1, 2021

This Circular is provided in connection with the solicitation of proxies by management of Lendified Holdings Inc. (formerly, Hampton Bay Capital Inc.) ("Lendified" or the "Corporation") for use at the annual meeting (the "Meeting") of the holders ("Shareholders") of common shares of Lendified ("Shares" or "Common Shares"). The Meeting will be held on Wednesday, December 1, 2021 at 10:30 a.m. (Eastern time) in a virtual only format which will be conducted via videoconference due to the ongoing COVID-19pandemic athttps://surl.ms/zrfor by telephone at [phone](access code: 169 597 44#) or at such other time or place to which the Meeting may be postponed or adjourned, for the purposes set forth in the Notice of Meeting accompanying this Circular (the "Notice").

Information in this Management Information Circular (the "Circular") is given as of November 3, 2021, except as otherwise indicated herein. Unless otherwise indicated, dollar amounts are expressed in Canadian dollars.

MEETING ATTENDANCE AND PARTICIPATION INFORMATION

Virtual Only Meeting

The Corporation is committed to safeguarding the health and well-being of its employees, customers, shareholders and the community. In light of the novel coronavirus outbreak (COVID-19) and consistent with the latest guidance from public health and government authorities, this year's Meeting will be available to the Corporation's shareholders in a virtual format, by way of a live webcast. The Corporation strongly encourages all shareholders to vote their Common Shares (as defined below) in advance of the Meeting using the Instrument of Proxy (as defined below) and voting instruction form sent to each shareholder as part of the proxy-relatedmaterials sent to all shareholders, and to attend the Meeting via videoconference athttps://surl.ms/zrf. You can also dial in using the following numbers: In Canada dial [phone],(access code 169 597 44#) and in the United States dial [phone](access code 169 597 44#).The Board and management will address the meeting and Shareholders will be able to listen and ask questions at the meeting in real time via the Internet. Voting in advance of the Meeting using the Form of Proxy for Registered Holders (as defined below) and voting instruction form for Beneficial Holders (as defined below) in accordance with the instructions set out on your Instrument of Proxy or voting instruction form will ensure your votes are counted at the Meeting, and participating via videoconference will help safeguard your health and the health of the Corporation's personnel and the community generally.

We encourage you to make sure that your votes are represented at the meeting. Additional information on how to attend the virtual meeting and to vote your shares in advance of the Meeting is enclosed. Please take the time to vote using the Instrument of Proxy or voting instruction formsent to you in accordance with the instructions thereon so that your shares are voted according to your instructions and represented at the Meeting. As an alternative to completing and physically submitting an instrument of proxy or voting instruction form, shareholders may vote electronically via the Internet at www.investorvote.comor via telephone toll-freeat 1-866-732-8683.Please follow the directions on the instrument of proxy or voting instruction form.

Please see the information under the heading "Appointment, Time for Deposit and Revocation of Proxies" below for important details regarding voting at the Meeting.

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PROXY RELATED INFORMATION

Solicitation of Proxies

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other means of electronic communication, who will not be remunerated therefor. In accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Common Shares held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs thereof will be borne by the Corporation.

Due to the ongoing concerns related to the spread of the coronavirus (COVID-19) and in order to protect the health and safety of Shareholders, employees, other stakeholders and the community, Shareholders are strongly encouraged to listen to the Meeting via teleconference instead of attending the Meeting in person and to vote on the matters before the Meeting by proxy, appointing the person designated by management in the instrument of proxy or voting instruction form.

Please note that you will not be able to vote via teleconference. If you intend to listen to the Meeting via teleconference, you must vote on the matters prior to the Meeting.

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your securities holdings, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding such securities on your behalf.

In light of the rapidly evolving news and guidelines related to the COVID-19 pandemic, we ask that, in considering whether to attend the Meeting in person, which is strongly discouraged, Shareholders follow the instructions of any provincial, regional or other health authorities holding jurisdiction over the areas you must travel through to attend the Meeting. All Shareholders are strongly encouraged to vote by submitting their Instrument of Proxy (or voting instruction form) prior to the Meeting by one of the means described in this Management Information Circular.

The Corporation reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 pandemic and in order to ensure compliance with federal, provincial, state and local laws and orders, including without limitation: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled outside of Canada within the 14 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation's profile on SEDAR at www.sedar.com. We strongly recommend that you check the Corporation's website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID19 pandemic, the Corporation will not prepare or mail amended materials in respect of the Meeting. All time references in this Management Information Circular are in Eastern Time (Toronto time).

Appointment, Time for Deposit and Revocation of Proxies

Appointment of a Proxy

Those Shareholders who wish to be represented at the Meeting by proxy must complete and deliver a proper instrument of proxy to the Proxy Department of Computershare Investor Services Inc., 100