INSCAPE Corporation — Proxy Solicitation & Information Statement 2020

Sep 4, 2020

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Appointment of Proxyholder

This Form of Proxy is solicited by and on behalf of management of Inscape Corporation (the “Company”) for use at the Annual and Special Meeting of holders of common shares of the Company to be held at Inscape’s Corporate Headquarters, 67 Toll Road, Holland Landing, ON L9N 1H2 on Thursday, September 17, 2020 at 4:00 pm (EDT) (the “Meeting”). I/We, being holder(s) of common shares of the Company hereby appoints Bartley Bull, or failing him, Jon Szczur, or, instead of either of the foregoing, the following appointee:

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Print the name of the person you are appointing if this person is someone other than the individuals listed above

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all of the following matters and any other matter that may properly come before the Meeting, and at any adjournments or postponements thereof 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.

NC 27512-9903

Management recommends voting FOR each director and reappointing the auditor. Please use a dark black pencil or pen.

1. Election of Directors

To elect the following directors of the Company to hold office until the next annual general meeting of the Company.

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FOR	WITHHOLD
1. Bartley Bull		
2. David LaSalle
3. Dezsö J. Horváth
4. Eric Ehgoetz
5. Quentin Kong
6. Tania Bortolotto
7. Richard D. Hossack

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FOR AGAINST

3. Approval of the Employees Share Option Plan

To ratify the Employee Share Option Plan in accordance with TSX rule requiring the plan to be ratify every three years.

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. The shares represented by this proxy will be voted for or withheld from voting in accordance with your instructions on any ballot that may be called for at the Meeting. If you specify a choice with respect to any matter to be acted upon, your shares will be voted accordingly. If no voting instructions are indicated above, this proxy will be voted FOR a matter by management’s appointees 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 or any adjournment, I/we authorize you to vote as you see fit.

_________________________________________________________ __________________ Signature(s) Date

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by 4:00 pm (EDT) on September 15, 2020.

As a registered shareholder of Inscape Corporation. (the " Corporation "), you are entitled to receive a copy of the Corporation's interim financial statements, annual financial statements/annual report, or both, as well as management's discussion and analysis (" MD&A ") related thereto. To help the Corporation control printing and postage costs and to protect the environment, we encourage our shareholders to receive and view this material electronically on our website at www.myinscape.com or on SEDAR at sedar.com instead of having printed copies mailed to them.

 I wish to receive Quarterly Reports  I wish to receive Annual Reports

FOR WITHHOLD

2. Appointment of Auditors

To reappoint Deloitte LLP as auditors of the Company for the ensuing year and to authorize the directors to fix the auditor’s remuneration.

How to Vote

Proxy Form – Annual and Special Meeting of Shareholders of Inscape Corporation to be held on September 17, 2020 at 4:00 pm (EDT).

Notes to Proxy

MAIL, FAX or EMAIL

1. You have the right to appoint a person, who need not be a shareholder of the Company, to represent you at the Meeting other than the persons named on this form of proxy. Such right may be exercised by inserting in the blank space provided the name of the person to be appointed.

1. This proxy must be signed by a shareholder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the shareholder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

2. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy.

3. Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one meeting package and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries.

• Complete and return your signed proxy and send to:

AST Trust Company (Canada) Proxy Department, P.O. Box 721 Agincourt, ON M1S 0A1

• Fax your proxy to 416-368-2502 or toll free in Canada and United States to 1-866-781-3111.

• Scan and email to proxyvote@astfinancial.com.

An undated proxy is deemed to be dated on the day it was received by AST.

All proxies must be received not later than 4:00 p.m. (EDT) on September 15, 2020, or in the case of any adjournment of the Meeting, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the adjournment of the meeting.

1. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together the number of securities indicated on the proxy.

All holders should refer to the Management Information Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

This proxy is solicited by and on behalf of management of the Company.