Jaxsta : Notice of Extraordinary General Meeting/Proxy Form

For personal use only

25 May 2022

Dear Shareholder,

On behalf of the Directors of Jaxsta Ltd ACN 106 513 580 (Jaxsta or Company), I am pleased to invite you to attend an Extraordinary General Meeting (EGM) of Jaxsta. Enclosed is the Notice of Meeting setting out the business of the EGM (which includes the Explanatory Memorandum and Attachments).

Jaxsta's Extraordinary General Meeting will be held at the ofices of Maddocks at Angel Place, Level 27, 123 Pitt Street, Sydney NSW 2000 on Friday, 24 June 2022 at 1:00pm (Sydney time).

https://us06web.zoom.us/j/85349716862?pwd=NzlPRHVFc1BqTGcxSndEcE9PR2NWZz09

SONGTRADR TRANSACTION

The EGM is required in order to approve the proposal presented by Songtradr. Jaxsta has reached an infection point and the Board and the Executive team have worked tirelessly over the past few months to secure the critical funding and long term meaningful relationship with Songtradr on the table now. This process has resulted in signifcant changes to the Jaxsta business plan, product roadmap, executive team, including change of CEO, and reshaping of the Board.

Welcome to Jaxsta 2.0.

The company has undertaken to complete a transformation, initially with its commitment to signifcant cost cutting and leadership changes while embracing a hyper-focus on revenue, growth and proftability. These changes have enabled Songtradr to frmly support their proposed additional investment into Jaxsta and to commit to the collaborative efforts required to move Jaxsta to revenue growth and proftability.

To support this transformation, the existing remaining non-executive Jaxsta Board Members and Key Executives will forgo cash fees in lieu of options, as have both of the highly experienced Songtradr nominated new Directors. The new Board composition is well balanced and excited to drive the newly refned and expanded direction of the Company with a very strong ambition to deliver to you, our shareholders, signifcant results. We thank our executives and team for their efforts in supporting this transaction and acknowledge and appreciate the sacrifces some of them have made in order to do so, particularly Jacqui, Brett and Jorge.

Each of the resolutions presented for approval are necessary for this transaction to proceed and I trust you will support myself and the Board, subject to the Directors' abstentions, who unanimously recommend that shareholders vote in favour of all resolutions.

Should all the resolutions put forth not be approved the Songtradr transaction will not proceed resulting in the Company having to repay the Songtradr loan leaving Jaxsta with no immediate cash reserves, necessitating the appointment of administrators and winding up operations.

Jaxsta Ltd.

Level 1, 113-115 Oxford Street, DARLINGHURST, NSW, 2010 , AUSTRALIA

Ph: [phone]

Jaxsta.com

ABN 15 106 513 580

For personal use only

Subject to the Directors' abstentions, the Directors of Jaxsta otherwise unanimously recommend that shareholders vote in favour of all resolutions.

The Board encourages shareholders to monitor the Company's website and ASX page for any updates in relation to the EGM that may need to be provided.

If you are attending the EGM online, please submit your Proxy Form by no later than 1:00pm Wednesday, 22 June 2022 to facilitate a faster registration. If you are unable to attend the EGM, you must complete and return the enclosed Proxy Form by no later than 1:00pm (Sydney time) on Wednesday, 22 June 2022 in one of the ways specified in the Notice of Meeting and Proxy Form.

I also encourage you to read the enclosed Notice of Meeting (including the Explanatory Memorandum and Attachments) and the Proxy Form and consider directing your proxy on how to vote on each Resolution by marking either the "for" box, the "against" box or the "abstain" box on the Proxy Form.

Thank you for your support of Jaxsta and I look forward to your attendance and the opportunity to answer questions for you.

Yours faithfully,

Linda Jenkinson

Chairman

JAXSTA LTD

ACN 106 513 580

Jaxsta Limited | Notice of Annual General Meeting | page 2 of 10

For personal use only

Notice of 2022 Extraordinary General Meeting

Notice is given that the Extraordinary General Meeting (EGM or Meeting) of the shareholders of Jaxsta Ltd (Jaxsta or the Company) will be held:

Date: Friday, 24 June 2022

Time: 1:00pm (Sydney time)

Venue: The ofices of Maddocks at Angel Place, Level 27, 123 Pitt Street, Sydney NSW 2000

In addition, the Meeting will be held as an Online Meeting via Zoom: https://us06web.zoom.us/j/85349716862?pwd=NzlPRHVFc1BqTGcxSndEcE9PR2NWZz09

The Explanatory Memorandum accompanying this Notice of Meeting (Explanatory Memorandum) provides additional information on matters to be considered at the EGM. The Explanatory Memorandum, Entitlement to Attend and Vote section, Proxy Form and Attachments are part of this Notice of Meeting and should be read in their entirety. If shareholders of the Company (Shareholders) are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss the matters in this Notice of Meeting, please do not hesitate to contact Jorge Nigaglioni (Company Secretary) by email at [e-mail].

Items for approval

Resolution 1: Issue of securities (Convertible Note)

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution of the Company:

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue a secured convertible note to Songtradr Inc. in an aggregate amount of $3.0 million and the issue of the maximum number of 142,857,143 fully paid ordinary shares in Jaxsta Ltd at an issue price of 2.1 cents per share, on the terms and conditions set out in the Explanatory Memorandum."

Resolution 2: Issue of securities (Options)

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution of the Company:

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 142,857,143 options to Songtradr Inc. with an exercise price of 2.1 cents, on the terms and conditions set out in the Explanatory Memorandum."

Jaxsta Limited | Notice of Annual General Meeting | page 3 of 10

For personal use only

Voting Exclusion Statement - Resolutions 1 and 2

The Company will disregard any votes cast in favour of Resolutions 1 and 2 by or on behalf of:

1. any persons who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being the holder of ordinary shares in the Company); or
2. an associate of those persons.

However, votes will not be disregarded if they are cast:

1. as proxy or attorney for a person entitled to vote on the resolution in accordance with a direction given to the proxy or attorney to vote on the resolution in that way; or
2. by the Chairman of the meeting as proxy for a person entitled to vote on the resolution, in accordance with an express authorisation to exercise undirected proxies as the Chairman decides; or
3. by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
   2. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 3: Election of Director - Stephen Gledden

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

"That Stephen Gledden, in accordance with clause 14.3 of the Company's Constitution, and being eligible for election and consenting to act, is elected as a Director of the Company, with efect from the passing of this resolution."

Resolution 4: Election of Director - Ben Katovsky

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

"That Ben Katovsky, in accordance with clause 14.3 of the Company's Constitution, and being eligible for election and consenting to act, is elected as a Director of the Company, with efect from the passing of this resolution."

Jaxsta Limited | Notice of Annual General Meeting | page 4 of 10

For personal use only

Resolution 5: Issue of options - Stephen Gledden

If resolution 3 is passed, to consider and, if thought ft, to pass, with or without amendment, the following as an ordinary resolution of the Company:

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to:

1. issue 10,000,000 unlisted options to Stephen Gledden, being a Director of the Company, or his nominee on the terms and conditions set out in the Explanatory Memorandum; and
2. issue up to 10,000,000 fully paid ordinary shares in the Company to Stephen Gledden upon the exercise of any such unlisted options in accordance with the unlisted options terms set out in the Explanatory Memorandum."

Resolution 6: Issue of options - Ben Katovsky

If resolution 4 is passed, to consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution of the Company:

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to:

1. issue 10,000,000 unlisted options to Ben Katovsky, being a Director of the Company, or his nominee on the terms and conditions set out in the Explanatory Memorandum; and

1. issue up to 10,000,000 fully paid ordinary shares in the Company to Ben Katovsky upon the exercise of any such unlisted options in accordance with the unlisted options terms set out in the Explanatory Memorandum."

Resolution 7: Issue of options - Linda Jenkinson

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution of the Company:

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to:

1. issue 10,000,000 unlisted options to Linda Jenkinson, being a Director of the Company, or her nominee on the terms and conditions set out in the Explanatory Memorandum; and
2. issue up to 10,000,000 fully paid ordinary shares in the Company to Linda Jenkinson upon the exercise of any such unlisted options in accordance with the unlisted options terms set out in the Explanatory Memorandum."

Jaxsta Limited | Notice of Annual General Meeting | page 5 of 10