NurExone Biologic Inc — Proxy Solicitation & Information Statement 2023

May 29, 2023

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Security Class

Holder Account Number

Form of Proxy - Annual and Special Meeting to be held on June 28, 2023

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 10:00 am (Toronto Time), on June 26, 2023.

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

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To Vote Using the Telephone
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To Vote Using the Internet
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• Call the number listed BELOW from a touch tone telephone.

• Go to the following web site: www.investorvote.com

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• Smartphone?

• 1-866-732-VOTE (8683) Toll Free 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

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Appointment of Proxyholder

I/We being holder(s) of securities of NurExone Biologic Inc. (the “Company”) hereby appoint: Oded Orgil, director of the Company, or failing this person, Jason Saltzman, partner of Gowling WLG (Canada) LLP, counsel to the Company (the "Management Nominees")

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

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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 Annual and Special Meeting of shareholders of the Company to be held at the offices of Gowling WLG (Canada) LLP (1600 – 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5CX 1G5, Canada), on June 28, 2023 at 10:00 am (Toronto Time), and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1.Number of Directors			For	Against
To set the number of Directors at five (5).
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2.Election of Directors For Withhold	For	Withhold	For	Withhold	Fold
01. Yoram Drucker 02. Lior Shaltiel		03. Ron Mayron
04. James (Jay) Richardson 05. Oded Orgil
			For	Withhold
3.Appointment of Auditors
Appointment of Ziv Haft, CPA (Isr.), a BDO member firm, as auditors of the Company for the ensuing year and authorizing the directors to fix their
remuneration.
4.2023 Equity Incentive Plan			For	Against
To consider, and if deemed appropriate, approve, with or without variation, by ordinary resolution, the full text of which is set out in the
accompanying management information circular prepared for the purposes of the meeting, the omnibus equity incentive plan of the Company, as
supplemented by the sub-plan for participants subject to Israeli taxation.
5.Amendment of Exercise Price of Outstanding Stock Options			For	Against
To consider, and if deemed appropriate, approve, by ordinary resolution of disinterested shareholders, the full text of which is set out in the
accompanying management information circular prepared for the purposes of the meeting, the amendment to the exercise price of certain share
purchase options of the Company.					------- Fold
			For	Against

1. Approval of New By-Law of the Company

To consider, and if deemed appropriate, approve, with or without variation, by ordinary resolution, the full text of which is set out in the accompanying management information circular prepared for the purposes of the meeting, the repeal of the by-laws of the Company and the adoption of new by-laws of the Company.

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Signature of Proxyholder

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.

Signature(s) Date

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Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would like to receive Interim Financial Statements and NOT like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by mail. 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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W A L Q

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