Netramark Holdings Inc. — Proxy Solicitation & Information Statement 2024

Feb 26, 2024

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NetraMark Holdings Inc.

Form of Proxy – Annual and Special Meeting to be held on March 28[th] , 2024

Trader’s Bank Building 702, 67 Yonge Street Toronto ON M5E 1J8

Appointment of Proxyholder

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

I/We being the undersigned holder(s) of NetraMark Holdings Inc. hereby appoint George Achilleos, CEO, or failing him, Swapan Kakumanu, CFO, or failing him, Monita Faris. OR

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 all other matters that may properly come before the Annual General and Special Meeting of NetraMark Holdings Inc. to be held at Suite 1100- 1111 Melville Street Vancouver BC V6E 3V6 at 10:00 am (Vancouver Time) or at any adjournment or postponement thereof.

Suit	e 1100- 1111 Melville Street Vancouver BC V6E 3V6at10:00 am (Vancouver Time)or at a	ny	adjournment	or postponement thereof.
					For	Against
**1. **	Number of Directors.To set the number of directors to be elected at the Meeting at five (5).
**2. **	Election of Directors. ForWithhold For		Withhold		For	Withhold
a.	Kevin Taylor b. Sheetal Jaitly			c. Andrew Parks
d.	Joseph Geraci e. George Achilleos
**3. **	Appointment of Auditors.Appointment of MNP LLP as Auditors of the Company for the ensuing		year and authorizing the Directors to fix their		For	Withhold
	remuneration
**4. **	Special Resolution.to consider and, if deemed appropriate, to pass, with or without variation, an		ordinary resolution to ratify, confirm and approve the		For	Against
	Company’s amended and restated stock option plan and the unallocated options thereunder
5	Special Resolutionto consider and if deemed appropriate to pass with or without variation	an	ordinar re	olution to ratif confirm and approve the	For	Against

5. Special Resolution. to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to ratify, confirm and approve the Company’s amended and restated equity incentive plan and the unallocated awards thereunder

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

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, this Proxy will be voted as recommended by Management.

Interim Financial Statements – Check the box to the right if you would like to RECEIVE interim financial statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.

MM / DD / YY

Annual Financial Statements – Check the box to the right if you would like to RECEIVE the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

This form of proxy is solicited by and on behalf of Management. Proxies must be received by 10:00 am, Vancouver Time, on March 26, 2024.

Notes to Proxy

1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent them at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.

2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. 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 appears on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed to the holder.

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, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted for, against or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has 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 to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

8. This proxy should be read in conjunction with the accompanying documentation provided by the Company.

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To Vote Your Proxy Online please visit: https://vote.odysseytrust.com

You will require the CONTROL NUMBER printed with your address to the right.

If you vote by Internet, do not mail this proxy.

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at https://odysseytrust.com/ca-en/help/ .

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. A return envelope has been enclosed for voting by mail.