Jack Nathan Medical Corp. — Proxy Solicitation & Information Statement 2023

Jun 29, 2023

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Jack Nathan Medical Corp.

(the “Corporation”)

FORM OF PROXY (“PROXY”)

Annual and Special Meeting of Shareholders Wednesday, July 19, 2023 at 10:00 a.m. (Toronto Time) Offices of Dickinson Wright LLP, 199 Bay Street, Suite 2200, Commerce Court West, Toronto, Ontario, Canada (the “Meeting”)

RECORD DATE: June 19, 2023 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY:

Monday, July 17, 2023 at 10:00 a.m. (Toronto Time)

VOTING METHOD

FILING DEADLINE FOR PROXY: Monday, July 17, 2023 at 10:00 a.m. (Toronto Time)	FILING DEADLINE FOR PROXY: Monday, July 17, 2023 at 10:00 a.m. (Toronto Time)
**VOTING METHOD **
INTERNET	Go towww.voteproxyonline.comand enter the 12 digit control numberabove
FACSIMILE	416-595-9593
MAIL	TSX Trust Company 301 - 100 Adelaide Street West Toronto, Ontario,M5H 4H1

The undersigned hereby appoints Michael Marchelletta , whom failing Dr. Glenn Copeland (the “Management Nominees”), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Election of Directors	1. Election of Directors	FOR	FOR	FOR	FOR	FOR	FOR	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD
	a) Michael Marchelletta
	b) Mark Redinger
	c) AnthonyDeCristofaro
	d) Blake D. Lyon
	e) Glenn Copeland
2. Appointment of Auditor		FOR						WITHHOLD
ReappointingMNP LLP, Chartered Professional Accountants and Licensed Public Accountants, as auditors of the Corporation and authorizing the directors of the Corporation to fix the auditors’ remuneration and the terms of their engagement.
3. Reapproval of Omnibus Equity Incentive Plan		FOR						AGAINST
The resolution reapproving the Corporation’s Omnibus Equity Incentive Plan, as required pursuant to the rules of the TSX Venture Exchange.
4. Approval of Convertible Debenture Financing with Walmart		FOR						AGAINST
The resolution (a) approving, confirming and ratifying the entering into by the Corporation as borrower of an Cdn$8,000,000 convertible debenture ( the
“Convertible Debenture”) in favour of Wal-Mart Canada Corp. as lender, as such Convertible Debenture is described in the accompanying management information circular of the Corporation (the “Circular”), and (b) authorizing and approving the entering into by the Corporation with Wal-Mart Canada Corp. of an investor rights agreement as required by the terms of the Convertible Debenture and as such agreement is described in the Circular.

1. Election of Directors	1. Election of Directors	FOR	FOR	FOR	FOR	FOR	FOR	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD
	a) Michael Marchelletta
	b) Mark Redinger
	c) AnthonyDeCristofaro
	d) Blake D. Lyon
	e) Glenn Copeland
2. Appointment of Auditor		FOR						WITHHOLD
ReappointingMNP LLP, Chartered Professional Accountants and Licensed Public Accountants, as auditors of the Corporation and authorizing the directors of the Corporation to fix the auditors’ remuneration and the terms of their engagement.
3. Reapproval of Omnibus Equity Incentive Plan		FOR						AGAINST
The resolution reapproving the Corporation’s Omnibus Equity Incentive Plan, as required pursuant to the rules of the TSX Venture Exchange.
4. Approval of Convertible Debenture Financing with Walmart		FOR						AGAINST
The resolution (a) approving, confirming and ratifying the entering into by the Corporation as borrower of an Cdn$8,000,000 convertible debenture ( the
“Convertible Debenture”) in favour of Wal-Mart Canada Corp. as lender, as such Convertible Debenture is described in the accompanying management information circular of the Corporation (the “Circular”), and (b) authorizing and approving the entering into by the Corporation with Wal-Mart Canada Corp. of an investor rights agreement as required by the terms of the Convertible Debenture and as such agreement is described in the Circular.

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s) Date (MM/DD/YYYY)

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Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

Request for Financial Statements In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As. Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com. I am currently a security holder of the Corporation and as such request the following:  [Annual Financial Statements with MD&A ]  [Interim Financial Statements with MD&A ] If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If the cut-off time has passed, please fax this side to 416-595-9593

1. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

2. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Corporation.

Jack Nathan Medical Corp. 2023

1. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Corporation.

2. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies , noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

3. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

4. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

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