Mayfair Acquisition Corporation — Proxy Solicitation & Information Statement 2023

Feb 21, 2023

MAYFAIR ACQUISITION CORP.

PROXY

FOR USE AT THE

ANNUAL & SPECIAL MEETING OF SHAREHOLDERS

MARCH 14, 2023

This proxy is solicited on behalf of the management of MAYFAIR ACQUISITION CORP. (the “Company”). The undersigned, being a shareholder of the Company, hereby appoints Arthur Regan, Director of the Company or failing him, Peter Shaerf, Director of the Company, or instead of either of them, Charles Walensky, Chief Executive Officer and Director of the Company, or instead of all three of them, Bart Kelleher, Director of the Company, or instead of all four of them, ___________, as proxyholder for and 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 annual & special meeting of the shareholders of the Company to be held virtually (shareholders can access the meeting via the Zoom link details provided in the accompanying management information circular of the Company), on Tuesday, March 14, 2023 at 10:00 AM Eastern Standard Time (the “Meeting”), and at any adjournment or adjournments thereof, to the same extent and with the same power as if the undersigned were personally present at the Meeting or such adjournment or adjournments thereof. The undersigned hereby directs the proxyholder to vote the securities of the Company recorded in the name of the undersigned as specified herein.

| FOR

WITHHOLD	☐ The election of Arthur Regan as a director of the Company.
FOR
WITHHOLD	☐ The election of Peter Shaerf as a director of the Company.
FOR
WITHHOLD	☐ The election of Charles Walensky as a director of the Company.
FOR
WITHHOLD	☐ The election of Bart Kelleher as a director of the Company.
FOR
WITHHOLD	☐ To approve the re-appointment of Davidson and Company LLP, Chartered Professional Accountants as auditors of the Company for the ensuing year and to authorize the directors to fix the remuneration of the auditors.
FOR
WITHHOLD	☐ To re-approve the Company’s stock option plan in accordance with the requirements of the TSX Venture Exchange.

If any amendments or variations to the matters referred to above or to any other matters identified in the notice of meeting are proposed at the Meeting or any adjournment or adjournments thereof, or if any other matters which are not now known to management should properly come before the Meeting or any adjournment or adjournments thereof, this proxy confers discretionary authority on the person voting the proxy to vote on such amendments or variations or such other matters in accordance with the best judgment of such person. To be valid, this proxy must be received by the Company’s transfer agent, Capital Transfer Agency ULC, 390 Bay Street, Suite 920, Toronto, Ontario M5H 2Y2, Fax Number: 416.350.5008, not later than 48 hours, excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario, prior to the Meeting or any adjournment thereof. 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.

DATED this ______ day of ______________, 2023.

Signature of Shareholder

Name of Shareholder (Please Print)

(See Reverse)

Number of Shares Held

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NOTES AND INSTRUCTIONS

THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.

1. The shares represented by this proxy will be voted. Where a choice is specified, the proxy will be voted as directed. Where no choice is specified, this proxy will be voted in favour of the matters listed on the proxy. The proxy confers discretionary authority on the above named person to vote in his or her discretion with respect to amendments or variations to the matters identified in the notice of meeting accompanying the proxy or such other matters which may properly come before the Meeting.

2. Each shareholder has the right to appoint a person other than management designees specified above to represent them at the Meeting. Such right may be exercised by inserting in the space provided the name of the person to be appointed, who need not be a shareholder of the Company.

3. Each shareholder must sign this proxy. Please date the proxy. If the shareholder is a Company, the proxy must be executed by an officer or attorney thereof duly authorized.

4. If the proxy is not dated in the space provided, it is deemed to bear the date of its mailing to the shareholders of the Company.

5. If the shareholder appoints any of the persons designated above, including persons other than Management Designees, as proxy to attend and act at the Meeting:

(a) the shares represented by the proxy will be voted in accordance with the instructions of the shareholder on any ballot that may be called for;

(b) where the shareholder specifies a choice in the proxy with respect to any matter to be acted upon, the shares represented by the proxy shall be voted accordingly; and

(c) IF NO CHOICE IS SPECIFIED WITH RESPECT TO THE MATTERS LISTED ABOVE, THE PROXY WILL BE VOTED FOR SUCH MATTERS.

| VOTING BY FACSIMILE: (416) 350-5008 VOTING BY MAIL, HAND DELIVERY or EMAIL: Capital Transfer Agency ULC 390 Bay Street, Suite 920 Toronto, Ontario M5H 2Y2 voteproxy@capitaltransferagency.com | INTERNET VOTING: Sign on to: https://shareholderaccountingsoftware.com/cap/pxlogin and on the sign-on page enter the control number which is displayed on the proxy above the holder’s name and address as displayed below: Control # 999 999 999 JOHN DOE 123 ANYWHERE STREET ANYWHERE, AW X1Y 2Z3 | | --- | --- |