Ostrom Climate Solutions Inc. — Proxy Solicitation & Information Statement 2023

May 9, 2023

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OSTROM CLIMATE SOLUTIONS INC.

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Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on Friday, June 2, 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.

9. Please complete, date and sign your form of proxy and return it to our transfer agent, Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1; (facsimile numbers: within North America 1-866-249-7775; outside North America 1-416-263-9524).

Proxies submitted must be received by 11:00 a.m., Pacific Time, on Wednesday, May 31, 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:

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• www.investorvote.com

• 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 Ostrom Climate Solutions Inc. (the OR “Company”) hereby appoint: Phil Cull, the President and Chief Executive Officer of the Company, or failing him, Paula Cabral Achilles, the Interim Chief Financial Officer of the Company (the "Management Nominees")

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 General and Special Meeting of shareholders of the Company to be held at Suite 300, 948 Homer Street, Vancouver, British Columbia, and by telephone conference call, on Friday, June 2, 2023 at 11:00 a.m., Pacific 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. Phil Cull		02. Guy O’Loughnane		03. Petrina Ooi
04. Eduard Weber-Bemnet		05. Alexander Zang
					For	Withhold
3.Appointment of Auditors
Appointment of Davidson & Company LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.
4.Alteration to Articles – Chairperson’s Casting Vote					For	Against
To pass the Alteration to Articles Resolution to approve the Casting Vote, all of which is defined			and described, including the full text of the
resolution, in the Company’s Information Circular dated May 2, 2023.
5.Approval of the 2023 Stock Option Plan					For	Against
To give approval of the Company’s 2023 Stock Option Plan, the details of which are set out in the Company’s Management Information Circular
dated May 2, 2023.							-------
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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)

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Date

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