MiniLuxe Holding — Proxy Solicitation & Information Statement 2021

Aug 26, 2021

RISE CAPITAL CORP.

Computershare

8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

Intermediary

"Fold"

Voting Instruction Form ("VIF") - Special Meeting to be held on September 30, 2021

NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS

1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.
2. We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.
3. If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.
4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.
5. If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed by management to you.
6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.
7. Unless prohibited by law, this VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.
8. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.
9. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.
10. This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.

VIFs submitted must be received by not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any postponement or adjournment thereof.

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

To Vote Using the Telephone

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

1-866-734-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this VIF.

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 choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

01RJYA

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Appointee(s)

I/We being holder(s) of securities of Rise Capital Corp. (the "Corporation") hereby appoint: Vernon Lobo, or failing this person, Michael Zych (the "Management Nominees")

OR

If you wish to attend in person or appoint someone else to attend on your behalf, print your name or the name of your appointee in this space (see Note #3 on reverse).

as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and on all other matters that may properly come before the Special Meeting of shareholders of the Corporation to be held at 20 Holly Street, Suite 300, Toronto, Ontario on September 30, 2021 at 1:00 pm, EDT and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

	For	Against
1. Approval of Increase in Number of Directors
To approve, with or without amendment a special resolution authorizing the Corporation to increase the number of directors of the Corporation from four (4) to five (5) immediately prior to the Effective Time (as that term is defined in the information circular in respect of the Meeting) (the "Circular") and authorizing the directors to set the number of directors within the minimum and maximum numbers provided for in the articles of the Corporation by way of resolution from time to time.	☐	☐

2. Election of Directors

To elect, conditional on and effective in connection with the completion of the Transaction (as that term is defined in the Circular) with MiniLuxe, Inc. ("MiniLuxe"), the following individuals as the new directors of the Corporation as it exists immediately following the completion of the Transaction (the "Resulting Issuer"):

	For	Withhold		For	Withhold		For	Withhold
01. Zoe Krislock	☐	☐	02. Anthony Tjan	☐	☐	03. Vernon Lobo	☐	☐
04. Mats Lederhausen	☐	☐	05. Stefanie Jay	☐	☐
	For	Withhold
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3. Appointment of Auditor
To re-appoint the auditor of the Corporation for the ensuing year and, conditional on and effective in connection with the completion of the Transaction, to appoint RSM US LLP as the auditor of the Resulting Issuer to hold office from the Effective Time until the next annual meeting of shareholders, and to authorize the directors to fix the remuneration of the auditor.	☐	☐
4. Approval of Omnibus Equity Incentive Compensation Plan
To approve, with or without amendment, conditional on and effective in connection with the completion of the Transaction, an ordinary resolution approving the omnibus equity incentive compensation plan of the Resulting Issuer, as more particularly described in the Circular.	☐	☐
5. Approval of Name Change
To consider and, if thought appropriate, approve with or without amendment, conditional on and effective in connection with the completion of the Transaction, a special resolution approving the amendment of the articles of the Corporation to change the name of the Corporation to "MiniLuxe Holdings Corp." or such other name as may be agreed by MiniLuxe and the Corporation, or as required by applicable regulatory authorities.	☐	☐
6. Approval of Share Reorganization
To approve, with or without amendment, conditional on and effective in connection with the completion of the Transaction, a special resolution approving the amendment of the articles of the Corporation to create a new class of Class B proportionate voting shares of the Corporation and to amend the rights and restrictions of the common shares of the Corporation (the "Common Shares") and to re-designate the Common Shares as Class A subordinate voting shares of the Corporation, as more particularly described in the Circular.	☐	☐
7. Approval of Consolidation
To approve, with or without amendment, conditional on and effective in connection with the completion of the Transaction, a special resolution authorizing the board of directors to determine, in its sole discretion, a consolidation ratio within the range of one (1) of the Corporation's post-consolidation Common Share for between every two (2) to ten (10) of the Corporation's pre-consolidation Common Shares (the "Consolidation Ratio"), and to effect a share consolidation of all of the Corporation's issued and outstanding Common Shares on the basis of such Consolidation Ratio (the "Consolidation"), as more particularly described in the Circular.	☐	☐
8. Approval of By-Law Amendment
To approve, with or without amendment, an ordinary resolution ratifying, confirming and approving an amendment to By-law No. 1 of the Corporation to reflect the repeal on July 5, 2021 of subsection 118(3) of the Business Corporations Act (Ontario), as more particularly described in the Circular.	☐	☐

Authorized Signature(s) - This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, and the VIF appoints the Management Nominees, this VIF will be voted as recommended by Management.

Signature(s)

Date

MM/DD/YY

Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.

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Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.

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If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

RZKQ

322892

AR1

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01RJZC