BrandPilot AI Inc. — Proxy Solicitation & Information Statement 2020

Oct 13, 2020

SustainCo Inc.

(the “Company”)

FORM OF PROXY (“PROXY”)

Annual General and Special Meeting November 10, 2020 at 10:00 a.m. (Toronto time) 77 King St. W., Suite 2905, Toronto, ON

(the “Meeting”)

RECORD DATE: October 2, 2020 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: Nov ember 6, 2020 at 10:00 a.m. (Toronto time)

VOTING METHOD

FILING DEADLINE FOR PROXY: Nov ember 6, 2020 at 10:00 a.m. (Toronto time)	FILING DEADLINE FOR PROXY: Nov ember 6, 2020 at 10:00 a.m. (Toronto time)
VOTING METHOD
INTERNET	Go towww.v oteproxy online.comand enter the 12 digit control number abov e
FACSIMILE	416-595-9593
MAIL	TSX Trust Company 301 - 100 Adelaide Street West Toronto,Ontario,M5H 4H1

The undersigned hereby appoints Chris Hazelton, Chief Executive Officer & Director of the Company, w hom failing Keith Li, Chief Financial Officer of the Company (the “Management Nominees”), or instead of any of them, the follow ing Appointee

Please print appointee name

as proxyholder on behalf of the undersigned w ith the pow er of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and w ith the same pow er as if the undersigned w ere personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below .

- SEE VOTING GUIDELINES ON REVERSE -

- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -
	RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BYHIGHLIGHTED TEXT ABOVE THE BOXES
			FOR WITHHOLD FOR WITHHOLD FOR AGAINST FOR AGAINST FOR AGAINST
	1. Election of Directors		FOR						WITHHOLD
		a) Chris Hazelton
		b) Al Quong
		c) Daniel Cohen
	2. Appointment of Auditor		FOR						WITHHOLD
	Appointment ofMNP LLPas Auditor of the Company f or the ensuing y ear and authorizing the Directors to f ix their remuneration.
	3. Re-Approval of Stock Option Plan		FOR						AGAINST
	To re-approv e the Company 's 10% rolling stock option plan.
	4. Conversion Resolution		FOR						AGAINST
	To consider and, if deemed adv isable, to approv e an ordinary resolution approv ing the conv ersion of certain Conv ertible Debentures and Warrants, the details of which are contained under the heading "Approv al of the Conv ersion Resolution" in the accompany ing Inf ormation Circ ular.
	5. Articles Resolution		FOR						AGAINST
	To consider and, if deemed adv isable, to approv e an amendment to the Articles of the Company to change the name of SustainCo to "Univ ersal PropTech Inc.", the details of which are contained under the heading "Approv al of the Articles Resolution" in the acc ompany ing Inf ormation Circular.

This proxy rev okes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s) Date (MM/DD/YYYY)

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Proxy Voting – Guidelines and Conditions

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

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

Request for Financial Statements

In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.

Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.

I am currently a security holder of the Company and as such request the following:

Annual Financial Statements with MD&A

1. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

2. (Mark this box to NOT receive Annual Financial Statements and related MD&A)

Interim Financial Statements with MD&A

 (Mark this box to receive Interim Financial Statements and related MD&A)

If you are casting your vote online and w ish to receive financial statements, please complete the online request for financial statements follow ing your voting instructions.

If the cut-off time has passed, please fax this side to 416-595-9593

1. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

SustainCo Inc.

1. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Company.

2020

1. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Company.

2. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies , noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

3. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

4. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

Investor inSite

TSX Trust Company offers at no cost to security holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable security holder forms and Frequently Asked Questions.

To register, please visit www.tsxtrust.com/investorinsite

Click on, “ Register ” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.

www.tsxtrust.com

VANCOUVER CALGARY TORONTO MONTRÉAL

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