HEALWELL AI Inc. — Proxy Solicitation & Information Statement 2021

Jun 3, 2021

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MCI ONEHEALTH TECHNOLOGIES INC.

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OHNQ 000001

SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X CANADA

Security Class CLASS A SUB VOTING SHS Holder Account Number

C9999999999 IND

Form of Proxy - Annual and Special Meeting to be held on June 24, 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.

Proxies submitted must be received by 10:00 a.m. (Toronto time) on June 22, 2021.

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

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To Vote Using the Telephone
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• 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
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To Receive Documents
Electronically
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• Go to the following web site: • You can enroll to receive future securityholder www.investorvote.com communications electronically by visiting

• Smartphone? www.investorcentre.com. Scan the QR code to vote now.

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 23456 78901 23456

OHNQ_PRX_328363/000001/000001/i

C9999999999 C9999999999 C9999999999

SAM SAMPLE

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IND CA1

Appointment of Proxyholder

I/We being holder(s) of securities of MCI Onehealth Technologies Inc.

(the “Corporation”) hereby appoint: 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

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

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Note: If completing the appointment box above YOU MUST go to http:// www.computershare.com/onehealth and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting.

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 Annual and Special Meeting of shareholders of the Corporation 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.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

								For	Against	-------
1.Number of Directors										Fold
To set the number of directors at seven (7).
2.Election of Directors	For		Withhold		For	Withhold		For	Withhold
01. Dr. Sven Grail				02. Dr. George Christodoulou			03. Dr. Alexander Dobranowski
04. Kingsley Ward				05. Anthony Lacavera			06. Bashar Al-Rehany
07. Dr. Robert Francis

	For	Withhold
3.Appointment of Auditors
To appoint BDO Canada LLP as Auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix their
remuneration.
4.Amendment of the Articles	For	Against
			-------
			Fold
To approve a special resolution, substantially in the form set forth in the Corporation’s management information circular dated May 25, 2021,

To approve a special resolution, substantially in the form set forth in the Corporation’s management information circular dated May 25, 2021, authorizing the directors of the Corporation, in their sole discretion, to amend the Articles of the Corporation to permit the directors to appoint one or more additional directors between annual meetings of shareholders.

Signature of Proxyholder

Signature of Proxyholder Signature(s) Date 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. Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would like to receive Interim Financial Statements and NOT like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by mail. mail.

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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O H N Q

3 2 8 3 6 3

1 P D I Z

A R 2

9 9 9 9 9

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MCI ONEHEALTH TECHNOLOGIES INC.

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OHNQ 000002

SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X AUSTRALIA

Security Class CLASS A SUB VOTING SHS Holder Account Number

C9999999999 IND

Form of Proxy - Annual and Special Meeting to be held on June 24, 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.

Proxies submitted must be received by 10:00 a.m. (Toronto time) on June 22, 2021.

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

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----- Start of picture text -----

To Vote Using the Telephone
----- End of picture text -----

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

312-588-4290 Direct Dial

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----- Start of picture text -----

To Vote Using the Internet
----- End of picture text -----

==> picture [143 x 38] intentionally omitted <==

----- Start of picture text -----

To Receive Documents
Electronically
----- End of picture text -----

• Go to the following web site: • You can enroll to receive future securityholder www.investorvote.com communications electronically by visiting

• Smartphone? www.investorcentre.com. Scan the QR code to vote now.

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 23456 78901 23456

OHNQ_PRX_328363/000002/000002/i

C9999999999 C9999999999 C9999999999

SAM SAMPLE

==> picture [15 x 15] intentionally omitted <==

==> picture [15 x 15] intentionally omitted <==

IND CA1

Appointment of Proxyholder

I/We being holder(s) of securities of MCI Onehealth Technologies Inc.

(the “Corporation”) hereby appoint: 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

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

==> picture [148 x 30] intentionally omitted <==

Note: If completing the appointment box above YOU MUST go to http:// www.computershare.com/onehealth and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting.

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 Annual and Special Meeting of shareholders of the Corporation 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.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

								For	Against	-------
1.Number of Directors										Fold
To set the number of directors at seven (7).
2.Election of Directors	For		Withhold		For	Withhold		For	Withhold
01. Dr. Sven Grail				02. Dr. George Christodoulou			03. Dr. Alexander Dobranowski
04. Kingsley Ward				05. Anthony Lacavera			06. Bashar Al-Rehany
07. Dr. Robert Francis

	For	Withhold
3.Appointment of Auditors
To appoint BDO Canada LLP as Auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix their
remuneration.
4.Amendment of the Articles	For	Against
			-------
			Fold
To approve a special resolution, substantially in the form set forth in the Corporation’s management information circular dated May 25, 2021,

To approve a special resolution, substantially in the form set forth in the Corporation’s management information circular dated May 25, 2021, authorizing the directors of the Corporation, in their sole discretion, to amend the Articles of the Corporation to permit the directors to appoint one or more additional directors between annual meetings of shareholders.

Signature of Proxyholder

Signature of Proxyholder Signature(s) Date 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. Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would like to receive Interim Financial Statements and NOT like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by mail. mail.

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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O H N Q

3 2 8 3 6 3

1 P D I Z

A R 2

9 9 9 9 9