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

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Form of Proxy - Special Meeting to be held on September 30, 2021

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies 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.
  1-866-732-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 proxy.

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 appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

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

CONTROL NUMBER

01RJWA

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Appointment of Proxyholder

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

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

For	Against

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder 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.

1. Approval of Increase in Number of Directors						For	Against
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
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.
						For	Against
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.
Signature of Proxyholder			Signature(s)		Date
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. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.					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 proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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