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4Front Ventures Corp. Proxy Solicitation & Information Statement 2023

Jun 9, 2023

47823_rns_2023-06-08_78c1984d-c5e6-45a5-8cfe-ee6654b36f74.pdf

Proxy Solicitation & Information Statement

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4FRONT VENTURES CORP.
FORM OF PROXY
FOR MULTIPLE VOTING SHARES

This form of proxy is solicited by management ("Management") and will be used at the annual general and special meeting (the "Meeting") of the holders (the "Shareholders") of subordinate voting shares and multiple voting shares ("Multiple Voting Shares") of 4Front Ventures Corp. (the "Company") to be held at 29 Everett Street, Holliston, Massachusetts, 02138, on July 14, 2023 at 12:00 p.m. Eastern Standard Time and any and all adjournments and postponements thereof.

The undersigned holder of Multiple Voting Shares, hereby appoints Robert Hunt, Chair of the board of directors of the Company, or failing him, Christopher Wimmer, General Counsel of the Company, or instead of either of them, __ of __ as proxyholder, with power of substitution, to attend and vote for and act on behalf of the undersigned at the Meeting, and at any poll(s) which may take place in consequence thereof, with the same powers that the undersigned would have if the undersigned were present at the Meeting, and without limiting the foregoing, the said proxy is hereby instructed to vote at the said Meeting as follows:

MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY BOLDED TEXT
1. to set the number of directors of the Company at six (6) ☐ FOR
☐ AGAINST
2. to elect the nominees proposed by Management in the management information circular of the Company dated June 2, 2023 (the "Circular") as directors of the Company for the ensuing year
i) David Daily ☐ FOR
☐ WITHHOLD FROM VOTING
ii) Leonid Gontmakher ☐ FOR
☐ WITHHOLD FROM VOTING
iii) Chetan Gulati ☐ FOR
☐ WITHHOLD FROM VOTING
iv) Robert Hunt ☐ FOR
☐ WITHHOLD FROM VOTING
v) Kristopher Krane ☐ FOR
☐ WITHHOLD FROM VOTING
vi) Roman Tkachenko ☐ FOR
☐ WITHHOLD FROM VOTING
3. to appoint Davidson & Company LLP as auditor of the Company for the ensuing year and to authorize the directors to fix their remuneration ☐ FOR
☐ WITHHOLD FROM VOTING
4. to consider, and if thought fit, to pass, with or without variation, an ordinary resolution ratifying, confirming and approving the Company's stock option plans and the unallocated options thereunder ☐ FOR
☐ AGAINST

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2

The undersigned hereby revokes any proxies previously given for the Meeting referred to herein.

Dated this __ day of ______, 2023.

Name of Shareholder (Please Print)

Signature of Shareholder

Number of Multiple Voting Shares being voted

Notes:

(1) THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.

(2) THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE CIRCULAR PRIOR TO VOTING.

(1) All Multiple Voting Shares represented by properly executed and deposited proxies will be voted or withheld from voting in accordance with your instructions contained herein. Unless otherwise indicated, the persons named above, if appointed as proxyholder, will vote 'FOR' each of the above matters. If any amendments or variations to matters identified in the notice of meeting are proposed at the Meeting, or if any other business properly comes before the Meeting, discretionary authority is hereby conferred with respect thereto.

(2) Each registered Shareholder or an intermediary holding shares on behalf of a registered Shareholder has the right to appoint a person or company, who need not be a Shareholder of the Company, to attend and to act for him or her and on his or her behalf at the Meeting or any adjournment or postponement thereof, other than the persons designated above. To exercise such rights, the names of the persons designated by Management to act should be crossed out and the name of the Shareholder's or intermediary's nominee should be legibly printed in the blank space provided.

(3) To be valid, this proxy must be dated and must be executed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a body corporate, under its corporate seal or by an officer or attorney thereof duly authorized. A notarized copy of such authorization should accompany this proxy. Persons signing as executors, administrators, trustees, etc. should so indicate. If the proxy is not dated, it shall be deemed to bear the date on which it was mailed to the Shareholder by the Company.

(4) To be effective, this proxy must be deposited at the office of the Company's agent, Alliance Trust Company, 1010, 407 - 2nd Street S.W., Calgary, Alberta, T2P 2Y3, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any adjournment or postponement thereof. You can also fax your proxy to fax: +1 403-237-6181 In order to be valid, proxies voted via the internet or by fax must be received not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any adjournment or postponement thereof.