Pond Technologies Holdings — Proxy Solicitation & Information Statement 2022

Jun 7, 2022

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POND TECHNOLOGIES HOLDINGS INC.

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Security Class

Holder Account Number

Form of Proxy - Annual and Special Meeting to be held on Tuesday, June 28, 2022

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, Eastern Time, on Friday, June 24, 2022.

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

1-866-732-VOTE (8683) Toll Free

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To Vote Using the Internet
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• 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

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Appointment of Proxyholder

I/We being holder(s) of securities of Pond Technologies Holdings Inc. (the “Corporation”) hereby appoint: Grant Smith, of the City of Markham, in the Province of Ontario, President & Chief Executive Officer of the Corporation, or failing him, Robert McLeese, of the City of Toronto, in the Province of Ontario, a Director of the Corporation

OR

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 Corporation to be held at 250 Shields Court, Unit 8, Markham, Ontario L3R 9W7 on Tuesday, June 28, 2022 at 10:00 am, Eastern Time and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

	For	Against
1.Number of Directors
Fixing the number of directors to be elected at five (5).
2.Election of Directors For Withhold For Withhold	For	Withhold	------- Fold
01. Robert McLeese 02. J. William Asselstine 03. Jacob Gamble
04. John M. Farah, Jr. 05. Grant Smith
	For	Withhold
3.Appointment of Auditors
The re-appointment of Baker Tilly WM LLP as auditors of the Corporation and authorizing the directors to fix their remuneration as such.
4.Stock Option Plan	For	Against
Passing an ordinary resolution, the full text of which is set forth in the accompanying information circular of the Corporation (the “Information
Circular”), approving the Corporation’s Stock Option Plan, all as more particularly described in the Information Circular.
5.Omnibus Incentive Plan	For	Against
Pass an ordinary resolution subject to the approval by the TSX Venture Exchange, the full text of which is set forth in the accompanying Information
Circular, approving the Corporation's omnibus incentive plan, all as more particularly described in the Information Circular.
6.Incentive Securities	For	Against	-------
Pass an ordinary resolution of disinterested shareholders, the full text of which is set forth in the accompanying Information Circular, approving: (i)			Fold
the cancellation of up to 4,340,000 stock options under the Corporation's stock option plan; (ii) the issuance of up to 1,847,400 restricted share
units and 35,000 deferred share units both under the Corporation's omnibus incentive plan; and (iii) the deferred share units issued under the
Corporation's deferred share unit plan, ceasing to be governed by the Corporation's deferred share unit plan and instead being governed by the
Corporation's omnibus incentive plan, all as more particularly described in the Information Circular.

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Upon any other business which may properly come before the Meeting or any adjournment(s) thereof, in such manner as the said proxyholder sees fit.

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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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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I B T Q

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