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

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Form of Proxy - Virtual Annual General and Special Meeting to be held on July 2, 2021

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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Proxies 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.

1-866-732-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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To Receive Documents Electronically

• You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.

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

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 appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

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

CONTROL NUMBER

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Appointment of Proxyholder

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

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder 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.

Signature(s)	MM /DD /YY Date

Signature of Proxyholder

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

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.

Information Circular – Mark this box if you would like to receive the Information Circular by mail for the next securityholders’ meeting.

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

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