Charbone Hydrogen Corporation — Proxy Solicitation & Information Statement 2021

Jun 1, 2021

==> picture [54 x 27] intentionally omitted <==

ORLETTO CAPITAL II INC.

Voting Instruction Form

I/We, being holder(s) of common shares (the “ Common Shares ”) of Orletto Capital II Inc. (the “ Corporation ”), hereby appoint: Benoit Chotard, President and Chief Executive Officer, or failing this person, Octavio Soares, Chief Financial Officer, OR

FOR AGAINST

5. Amendment to the Corporation’s Escrow Agreement

An ordinary resolution of the disinterested Shareholders authorizing the Pop Corporation to make certain amendments to the Corporation’s escrow agreement in accordance with the New CPC Policy

6. Finder’s Fee or Commission to a Non-Arm’s Length Party

An ordinary resolution of the disinterested Shareholders authorizing and permitting the Corporation to pay any finder’s fee or commission to a Non-Arm’s Length to the Corporation upon completion of the Proposed Qualifying Transaction in accordance with the New CPC Policy

---

To attend the meeting or to appoint someone to attend on your behalf, print that name here

as my/our proxyholder with full power of substitution and to vote in accordance with the following instructions (or if no instructions have been given, as the proxyholder sees fit) and all other matters that may properly come before the annual general and special meeting of shareholders of the Corporation (the “ Shareholders ”) to be held by way of live webcast at https://bit.ly/3v2LjzC on Tuesday, June 22, 2021 at 10:00 a.m. (Standard Eastern Time) and at any adjournment or postponements thereof (the “ Meeting ”), in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution.

Management recommends voting FOR the following resolutions.

1. Election of Directors

7. Name Change

A special resolution of the Shareholders authorizing the board of directors of the Corporation (the “ Board ”) to amend the articles of the Corporation to effect the change of its name to “CHARBONE Corporation”, or such other name as the Board may determine, conditional to the completion of the Proposed Qualifying Transaction

8. Consolidation

A special resolution of the Shareholders authorizing the Board to amend the articles of the Corporation to effect a consolidation of all of the issued and outstanding Common Shares, on the basis of a maximum consolidation ratio to be selected by the Board of five (5) preconsolidation Common Shares for one (1) post-consolidation Common Share, conditional to the completion of the Proposed Qualifying Transaction

FOR WITHHOLD

1. Benoit Chotard

1. Octavio Soares

2. Claude Pouliot

3. Cynthia Mailloux

2. Appointment of External Auditor

9. Appointment of Additional Directors

A special resolution of the Shareholders authorizing the Board to amend the articles of the Corporation in order to allow the directors of the Corporation to appoint one (1) or more additional directors, who shall hold office for a term expiring not later than the close of the next annual meeting of Shareholders, but the total number of directors so appointed may not exceed one third (1/3) of the number of directors elected at the previous annual meeting of Shareholders

FOR WITHHOLD

Appointment of Mallette LLP as external auditor of the Corporation and to authorize the directors to set its compensation

Under Canadian Securities Law, you are entitled to receive certain investor documents. If you wish to receive such material, please tick the applicable boxes below. You may also go to AST’s website https://ca.astfinancial.com/financialstatements and input code 5450a.

3. Stock Option Plan

FOR AGAINST

An ordinary resolution of the Shareholders pertaining to the approval and confirmation of the Corporation’s proposed stock option plan, conditional to the completion of a qualifying transaction (the “ Proposed Qualifying Transaction ”), as per Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange Corporate Finance Manual (the “ New CPC Policy ”)

Pop

4. Elimination of the Consequences Associated with the Corporation not Completing a Proposed Qualifying Transaction

An ordinary resolution of the disinterested Shareholders approving the Pop elimination of the consequences associated with the Corporation not completing a Proposed Qualifying Transaction within 24 months of its listing date in accordance with the New CPC Policy

• I would like to receive interim financial statements by mail

• I would like to receive annual financial statements by mail

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any instructions previously given with respect to the Meeting. If no voting instructions are indicated above, this VIF will be voted as recommended by Management or, if you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.

_______ ______

Signature(s) Date

Please sign exactly as your name(s) appear on this voting instruction form. Please see reverse for instructions. Voting Instruction Forms must be received by 10:00 a.m. (Standard Eastern Time) on June 18, 2021.

Voting Instruction Form (“VIF”) – Annual General and Special Meeting of Shareholders of Orletto Capital II Inc. to be held on Tuesday, June 22, 2021 (the “Meeting”)

Non-registered (beneficial) shareholders

1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the 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 your proxyholder appointed above or, failing the appointment of any person, by Management, as proxyholder 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 Management 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 this VIF is not dated, 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, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

7. This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variation to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.

8. Your voting instructions will be recorded on receipt of the VIF.

9. 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.

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

11. This VIF should be read in conjunction with the accompanying Management Information Circular.

How to Vote

INTERNET TELEPHONE

• Go to www.astvotemyproxy.com Use any touch-tone phone, call toll free 1-

• Cast your vote online 888-489-7352 and follow the voice  View Meeting documents instructions

==> picture [55 x 53] intentionally omitted <==

• To vote using your smartphone, please scan this QR Code 

To vote by Internet or telephone you will need your control number. If you vote by Internet or telephone, do not return this VIF.

MAIL, FAX OR EMAIL

• Complete and return your signed VIF in the envelope provided or send to: AST Trust Company (Canada) P.O. Box 721 Agincourt, ON M1S 0A1

• You may alternatively fax your VIF toll free to 416-368-2502 or toll free in Canada and the United States to 1-866-781-3111 or scan and email to proxyvote@astfinancial.com.

VIF submitted must be received by 10:00 a.m. (Standard Eastern Time) on June 18, 2021.