HEALWELL AI Inc. — Proxy Solicitation & Information Statement 2021

Jun 3, 2021

MCI ONEHEALTH TECHNOLOGIES INC.

FORM OF PROXY

THIS FORM OF PROXY is being sent to you by MCI ONEHEALTH TECHNOLOGIES INC. (the “Corporation”) for use at the annual and special meeting of holders of Class A subordinate voting shares and Class B multiple voting shares to be held on Thursday, June 24, 2021 (the “Meeting”).

THE UNDERSIGNED being a registered shareholder of Class B multiple voting shares (the “ Shares ”) of the Corporation (the “ Shareholder ”) hereby appoints, Dr. Sven Grail, or failing this person, Dr. George Christodoulou, or failing this person, Dr. Alexander Dobranowski, or failing this person, G. Scott Nirenberski (the " Management Nominees ") or _________________________ as 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 Meeting to be held online at https://web.lumiagm.com/262887493 on June 24, 2021 at 10:00 a.m. (Toronto time), and at any adjournment or postponement thereof.

Your proxy is solicited on behalf of management of the Corporation. Every shareholder has the right to appoint some other person or company of their choice, who need not be a holder of the Corporation’s shares, 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 above.

The Shareholder hereby directs the proxyholder to vote the Shares of the Corporation registered in the name of the Shareholder as specified below. (Please mark your vote on the matters below by placing an “X” in the appropriate box).

1.To set the number of directors at seven (7)2.To elect the following nominees as directors of theCorporationDr. Sven GrailDr. George ChristodoulouDr. Alexander DobranowskiKingsley WardAnthony LacaveraBashar Al-RehanyDr. Robert Francis3.To appoint BDO Canada LLP as Auditors of theCorporation for the ensuing year and to authorize thedirectors of the Corporation to fix their remuneration.4.To approve a special resolution, substantially in the formset forth in the Corporation’s management informationcircular dated May 25, 2021, authorizing the directors ofthe Corporation, in their sole discretion, to amend theArticles of the Corporation to permit the directors toappoint one or more additional directors between annualmeetings of shareholders.	**For **	AgainstWithhold	AgainstWithhold

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If the Shareholder does not date this form of proxy in the space provided below then it will be deemed to have been dated on the date it was mailed to the Shareholder. The undersigned Shareholder hereby revokes any proxy previously given to attend and vote at the Meeting.

SIGN HERE: Please Print Name:

DATE:

No. of Shares Represented by Proxy:

To be represented at the Meeting, this Proxy must be delivered to the registered office of the Corporation by no later than 10:00 a.m. (Toronto time) on June 22, 2021 or by email to Scott Nirenberski (scott@mcionehealth.com), or by mail or hand at 1 Yorkdale Road, Suite 209 Toronto, Ontario M6A 3A1, Attention: Scott Nirenberski.

NOTES:

1. 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.

2. 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, this proxy will be voted as recommended by management of the Corporation.

3. 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.

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 of the Corporation.

5. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular of the Corporation dated May 25, 2021 or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

6. This proxy should be read in conjunction with the accompanying documentation provided by management of the Corporation.

7. This proxy must be dated and signed by the Shareholder or his attorney authorized in writing. If the Shareholder is a corporation, it must be executed under its corporate seal or by an officer or attorney thereof duly authorized.

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