Baylin Technologies Inc. — Proxy Solicitation & Information Statement 2021

Mar 15, 2021

BAYLIN TECHNOLOGIES INC.

FORM OF PROXY

This form of proxy is being solicited by management of Baylin Technologies Inc. (the “Corporation”) and will be used in connection with the extraordinary meeting (the “Meeting”) of the holders (the “Debentureholders”) of 6.5% Extendible Convertible Unsecured Debentures due July 10, 2023 (the “Debentures”) of the Corporation to be held at 10:00 am (Toronto time) on April 8, 2021 at Novotel – The Johnson Room, 3 Park Home Avenue, Toronto, Ontario M2N 6L3.

Please date and sign this form of proxy and return it in the enclosed envelope addressed to Computershare Trust Company of Canada, Attention: Proxy Department, at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, or by fax at 1 (866) 249-7775 or (416) 263-9524, so that it is received no later than 10:00 am (Toronto time) on April 6, 2021.

Debentureholders have the right to appoint a person, who need not be a Debentureholder, to represent them at the Meeting other than the proxyholder designated below and may exercise such right by inserting the name of their nominee in the blank space provided below for that purpose.

The undersigned Debentureholder hereby appoints Philip Mohtadi, General Counsel and Secretary of the Corporation, or, failing him, Randy Dewey, President and CEO of the Corporation, or instead of either of them, ____________________________, as proxy of the undersigned to attend and vote at the extraordinary meeting of the Debentureholders of the Corporation to be held at 10:00 am (Toronto time) on April 8, 2021 and at any adjournment thereof, upon the following matters:

• (1) FOR or AGAINST or, if no specification is made, FOR, the extraordinary resolution (the “Extraordinary Resolution”), in the form attached as Schedule A to the Management Information Circular (the “Circular”) accompanying this Form of Proxy, approving an amendment (the “Amendment”) to the Convertible Debenture Indenture (the “Indenture”) dated as of July 10, 2018 between Baylin Technologies Inc. (the “Company”) and Computershare Trust Company of Canada (the “Trustee”), which governs the terms of the Debentures, to reduce, for a period of 30 days, the conversion price of the Debentures from $3.85 to a current market price of the common shares of the Company at the time the Amendment becomes effective; and

• (2) such further and other business as may properly come before the Meeting (including any amendment or variation of the Extraordinary Resolution) or any adjournment or postponement thereof.

This instrument supersedes and revokes any prior appointment of proxy made by the undersigned with respect to voting of the Debentures below at the Meeting.

Dated: , 2021.

Aggregate Principal Amount of Debentures (Cdn$)

Signature of Debentureholder

Name of Debentureholder (Please print clearly)

Name and Title of Authorized Signatory (for non-individual Debentureholders) (Please print clearly)

NOTES:

• (1) The Debentures represented by this proxy will be voted in accordance with the instructions of the Debentureholder on any ballot that may be called for and, if the Debentureholder specifies a choice with respect to any matter to be acted upon, the Debentures will be voted accordingly. If no instructions are given for a particular item, the Debentures will be voted for that item.

• (2) This proxy should be completed, signed and dated by Debentureholders. If this proxy is not dated in the space provided, it will be deemed to bear the date on which it was mailed to you by or on behalf of management.

• (3) If the Debentureholder is not an individual, this proxy must be executed by a duly authorized officer or attorney of the Debentureholder . If you are voting on behalf of another individual or a Debentureholder that is not an individual, you may require documentation evidencing your power to sign the proxy with signing capacity stated.

• (4) If a Debenture is held by two or more persons, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote in respect thereof, but if more than one of them are present or represented by proxy, they shall vote together in respect of each Debenture so held.

• (5) Please see the Information Circular for a full explanation of the rights of Debentureholders regarding completion and use of this proxy and other information pertaining to the Meeting.