BuildDirect.com Technologies Inc. — Proxy Solicitation & Information Statement 2021

Jun 4, 2021

VLCTY CAPITAL INC.

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

Intermediary

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Voting Instruction Form (“VIF”) - Virtual Annual General and Special Meeting to be held on July 2, 2021

NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS

1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.

2. We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.

3. If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.

4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

5. If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed by management to you.

6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

7. Unless prohibited by law, this VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.

8. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

9. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

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1. This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.

VIFs submitted must be received by 10:00 am (Vancouver time), on June 29, 2021.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

1-866-734-VOTE (8683) Toll Free

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To Vote Using the Internet

• Go to the following web site:

• www.investorvote.com

• Smartphone? Scan the QR code to vote now.

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If you vote by telephone or the Internet, DO NOT mail back this VIF.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

01QY3A

Appointee(s)

I/We being holder(s) of securities of VLCTY Capital Inc. (the “Corporation”) hereby appoint: Andrew Elbaz, Chairperson, Director and CEO of VLCTY Capital Inc., or failing this person, John Farlinger, Director and CFO of VLCTY Capital Inc. (the “Management Nominees”)

OR

If you wish to attend in person or appoint someone else to attend on your behalf, print your name or the name of your appointee in this space (see Note #3 on reverse).

as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and on all other matters that may properly come before the Virtual Annual General and Special Meeting of shareholders of the Corporation to be held on July 2, 2021 at 10:00 am (Vancouver Time), and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors

	For	Withhold		For	Withhold		For	Withhold
01. Andrew Elbaz			02. John Farlinger			03. Alexander Katznelson
04. Elyssia Patterson			05. Michael Silver			06. Michael Isenberg

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2. Election of Post-Qualifying Transaction Directors

Conditional on and effective upon the completion of the Corporation’s proposed qualifying transaction with BuildDirect.com Technologies Inc. (the “ Qualifying Transaction ”), to elect the directors of the Corporation, as more fully described in the Corporation’s management information circular (the “ Information Circular ”).

	For	Withhold	Withhold	Withhold		For	Withhold	Withhold		For	Withhold
01. Dan Park					02. Tim Howley				03. Milan Roy
04. Julie Todaro					05. Andrew Elbaz				06. John Farlinger
										For	Withhold
3. Appointment of Auditors
Re-appointment of Segal LLP, Chartered Professional Accountants, as the auditors of the Corporation and to authorize the board of directors of the Corporation to fx their remuneration, until the earlier of the next annual general meeting of the Corporation or the completion of the Qualifying Transaction, as more fully described in the Information Circular.
										For	Against

4. Appointment of Post-Qualifying Transaction Auditors

Conditional on and effective upon the completion of the Qualifying Transaction, to appoint KPMG LLP as the auditors for the Corporation and to authorize the board of directors of the Corporation to fix their remuneration, as more fully described in the Information Circular.

5. Ratification of Legacy Option Plan

To consider and, if deemed appropriate, to pass, with or without variation, ordinary resolution ratifying the Corporation’s ten percent (10%) rolling stock option plan (the “ Legacy Option Plan ”), the full text of which is set out in the Information Circular.

6. Resulting Issuer Omnibus Plan

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Conditional on and effective upon the completion of the Qualifying Transaction, to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving a new omnibus equity incentive plan of the Corporation to take effect and replace the Legacy Option Plan immediately upon completion of the Qualifying Transaction, the full text of which is set out in the Information Circular.

7. Consolidation of Common Shares

An ordinary resolution to approve a consolidation of all of the outstanding common shares of the Corporation (“ Common Shares ”) on the basis of one (1) post-consolidation Common Share for every 26.538 pre-consolidation Common Shares, as determined by the board of directors of the Corporation, the full text of which is set out in the Information Circular.

Authorized Signature(s) – This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, and the VIF appoints the Management Nominees, this VIF will be voted as recommended by Management.

Signature(s) Date

MM / DD / YY

Annual Financial Statements – Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.

If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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