MiniLuxe Holding — M&A Activity 2021

Dec 6, 2021

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Issuer:
   MiniLuxe Holding Corp. (formerly, Rise Capital Corp.) (the "Company")
   One Faneuil Hall Square, 7th Floor
   Boston, Massachusetts, 02109

2. Date of Material Change:
   December 1, 2021.

3. News Release:
   The news release attached hereto as Schedule "A" was disseminated on December 6, 2021 and subsequently filed on SEDAR.

4. Summary of Material Change:
   On December 1, 2021, the Company completed a business combination with MiniLuxe, Inc. ("MiniLuxe") pursuant to the terms of an agreement and plan of reorganization dated November 5, 2021 (the "Transaction"). The Transaction was an arm's length transaction and constituted a reverse takeover of the Company by MiniLuxe.

5. 5.1 – Full Description of Material Change:
   On December 1, 2021, the Company completed a business combination with MiniLuxe pursuant to the terms of the Merger Agreement. The Transaction was an arm's length transaction and constituted a reverse takeover of the Company by MiniLuxe. In connection with the completion of the Transaction, the Company: (i) consolidated its common shares on a 4:1 basis; (ii) re-designated its common shares as Class A subordinate voting shares; (iii) created the Class B proportionate voting shares; (iv) issued to holders of subscription receipts of MiniLuxe FinCo Corp. ("FinCo") an aggregate of 8,438,566 Class A subordinate voting shares of the Company in connection with the amalgamation of FinCo and a wholly-owned subsidiary of the Company in accordance with the terms of the subscription receipt financing completed by FinCo on October 15, 2021; and (v) issued an aggregate of 32,784,148 Class A subordinate voting shares and 91,065 Class B proportionate voting shares of the Company to former holders of outstanding stock of MiniLuxe. The terms of the Class A subordinate voting shares and the Class B proportionate voting shares of the Company can be found in the management information circular of Company dated August 20, 2021, which is available on the Company's SEDAR profile at www.sedar.com.

Effective as of the completion of the Transaction, the directors of the Company are Anthony Tjan, Stefanie Jay, Mats Lederhausen, Zoe Krislock and Vernon Lobo. Zoe Krislock, the current Chief Executive Officer of MiniLuxe, was appointed as the Chief Executive Officer of the Company, and Elizabeth Lorber the current Chief Financial Officer of MiniLuxe, was appointed as the Chief Financial Officer of the Company.

Upon completion of the Transaction, there were 54,972,714 Class A subordinate voting shares (inclusive of Class A subordinate voting shares issued to former holders of subscription receipts of FinCo) and 91,065 Class B proportionate voting shares of the Company outstanding. Further

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information regarding the Transaction can be found in the filing statement of the Company dated November 9, 2021, which is available on the Company's SEDAR profile at www.sedar.com.

1. Reliance on subsection 7.1(2) of National Instrument 51-102:
   Not applicable.

2. Omitted Information:
   No significant facts remain confidential in, and no information has been omitted from, this report.

3. Executive Officer:
   For further information, please contact Anthony Tjan, Chairman, at (617) 684-2731.

4. Date of Report:
   December 6, 2021.

12403003-00748155.DOC: