Firan Technology Group Corporation — Proxy Solicitation & Information Statement 2020

Mar 23, 2020

FIRAN TECHNOLOGY GROUP CORPORATION

FORM OF PROXY

This proxy is solicited by or on behalf of the management of the Corporation for the Annual Meeting of Shareholders to be held on April 14, 2020, and supersedes any voting instructions contained in the Circular (as defined herein)

The undersigned shareholder of FIRAN TECHNOLOGY GROUP CORPORATION (the “ Corporation ”) hereby appoints Mr. Edward C. Hanna, Director of the Corporation or, failing that person, Mr. Bradley C. Bourne, Director, Chief Executive Officer and President of the Corporation, or instead of either of them ____ by proxy, with full power of substitution, to attend, vote the shares represented by this Proxy and otherwise act for the undersigned at the annual meeting of shareholders of the Corporation, to be held via live audio webcast online in a virtual-only format accessible at the following link https://web.lumiagm.com/168482779, at 10:30 a.m. (Toronto time) on April 14, 2020 (the “Meeting”) and at any adjournment(s) thereof . Without limiting the general powers hereby conferred, the undersigned hereby directs the said proxyholder to vote the shares represented by this Proxy in the following manner:

1.

• (a) VOTE FOR  or WITHHOLD FROM VOTING FOR  ( or, if not specified, VOTE FOR ) the election of Bradley C. Bourne as a Director of the Corporation;

• (b) VOTE FOR  or WITHHOLD FROM VOTING FOR  ( or, if not specified, VOTE FOR ) the election of Kumail Gangjee as a Director of the Corporation;

• (c) VOTE FOR  or WITHHOLD FROM VOTING FOR  ( or, if not specified, VOTE FOR ) the election of Edward C. Hanna as a Director of the Corporation;

• (d) VOTE FOR  or WITHHOLD FROM VOTING FOR  ( or, if not specified, VOTE FOR ) the election of David F. Masotti as a Director of the Corporation;

• in the discretion of the said proxyholder, to vote on amendments or variations to matters identified in the Notice of Meeting accompanying the Circular or such other matters which may properly come before the Meeting or any adjournment(s) thereof.

Shareholders who wish to appoint a person other than the management nominees identified herein (including a non-registered shareholder who wishes to appoint themselves to attend the virtual meeting) must carefully follow the instructions in Amended and Restated Notice of Meeting and in this Form of Proxy.

To be effective, the proxy must meet the following requirements :

1. be received by the President and Chief Executive Officer of the Corporation c/o AST Trust Company (Canada), Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1 (fax: 416-368-2502 or 1-866-781-3111 within North America) or by Email at proxyvote@astfinancial.com before 10:30 a.m. (Toronto time) on April 9, 2020, or in the case of any adjournment(s) of the Meeting, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the adjourned meeting his Proxy supersedes and revokes any proxy previously given in respect of the Meeting; AND

2. if the undersigned shareholder wishes to appoint any person other than the management nominees listed herein as a proxyholder, the undersigned shareholder must register the proxyholder (or itself if applicable) by calling AST at 1-866-751-6315 (within North America) or 1 (212) 235-5754 (outside of North America) by no later than 5:00 p.m. (Toronto time) on April 9, 2020. Failing to register your proxyholder will result in the proxyholder not receiving a control number, which is required to vote at the meeting. Please refer to the Online Voting Instructions included in the Amended and Restated Notice of Meeting, dated March 18, 2020.

DATED the _ day of __, 2020.

Signature of Shareholder Name of Shareholder (please print) Number of Shares Held

• (e) VOTE FOR  or WITHHOLD FROM VOTING FOR  ( or, if not specified, VOTE FOR ) the election of Mike Andrade as a Director of the Corporation;

each as more particularly described in the Management Proxy Circular dated as of March 2, 2020 (the “ Circular ”);

1. VOTE FOR  or WITHHOLD FROM VOTING FOR  ( or, if not specified, VOTE FOR ) the appointment of MNP LLP to serve as auditors of the Corporation and to hold office until the next annual meeting of shareholders or until a successor is appointed, and the authorization of the Board of Directors to fix the auditors’ remuneration; and

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Notes:

with this Proxy, satisfactory proof of such person’s authority and must indicate the capacity in which such person is signing.

1. On any online ballot that may be called for, the shares represented by this Proxy in favour of the person(s) designated by management of the Corporation named in this Proxy will be voted or withheld from voting in accordance with the instructions given on the online ballot, and if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly.

2. This Proxy will not be valid and will not be acted upon or voted unless it is completed as outlined above. The instructions contained herein supersede any instructions contained in the Circular. A proxy is valid only at the meeting in respect of which it is given or any adjournment(s) of that meeting.

3. If no choice is specified in this Proxy with respect to a particular matter identified in the Amended and Restated Notice of Meeting, the person(s) designated by management of the Corporation in this Proxy will vote the shares represented by this Proxy as specified in favour of such matters in the Circular in respect of the Meeting.

4. Each shareholder has the right to appoint as proxyholder a person (who need not be shareholder of the Corporation) other than the person(s) designated by management of the Corporation to attend and act on the shareholder’s behalf at the Meeting . Such right may be exercised by inserting the name of the person to be appointed in the blank space provided in this Proxy or by completing another proper Form of Proxy and following the instructions as described in this Form of Proxy and in the Amended and Restated Notice of Meeting.

5. This Proxy or such other Form of Proxy must be completed, dated and signed, and sent in the enclosed envelope or otherwise to the President and Chief Executive Officer of the Corporation c/o AST Trust Company (Canada), Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1 (fax: 416-368-2502 or 1-866-781-3111), or by Email at proxyvote@astfinancial.com.

6. If this proxy is used to appoint any person other than the management nominees listed herein as a proxyholder, the signing shareholder must register the proxyholder (or itself if applicable) by calling AST at 1-866-751-6315 (within North America) or 1 (212) 235-5754 (outside of North America) by no later than 5:00 p.m. (Toronto time) on April 9, 2020. Failing to register your proxyholder will result in the proxyholder not receiving a control number, which is required to vote at the meeting. Please refer to the Amended and Restated Notice of Meeting for details regarding the process of voting online.

7. This Proxy must be dated and the signature hereon should be exactly the same as the name in which the shares are registered.

8. If this Proxy is not dated in the space provided, it shall be deemed to bear that date on which it was received by or on behalf of the Corporation.

9. This Proxy must be signed by the shareholder or the shareholder’s attorney authorized in writing. If the shareholder is a corporation, this Proxy must be signed by the duly authorized officer, attorney or other authorized signatory of the shareholder. A person signing on behalf of a shareholder must provide,

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