QYOU Media Inc. — Proxy Solicitation & Information Statement 2020

Jan 30, 2020

------Fold

------Fold

QYOU MEDIA INC.

==> picture [106 x 59] intentionally omitted <==

Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on Thursday, March 5, 2020

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 persons 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 must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management 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 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 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 or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

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

Proxies submitted must be received by 5:00 pm (Toronto time), on Tuesday, March 3, 2020

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

==> picture [180 x 38] intentionally omitted <==

----- Start of picture text -----

To Vote Using the Telephone
----- End of picture text -----

==> picture [179 x 38] intentionally omitted <==

----- Start of picture text -----

To Vote Using the Internet
----- End of picture text -----

==> picture [43 x 44] intentionally omitted <==

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

• Go to the following web site: 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

==> picture [15 x 15] intentionally omitted <==

==> picture [15 x 15] intentionally omitted <==

Appointment of Proxyholder

I/We being holder(s) of QYOU Media Inc. hereby appoint(s): Curt Marvis, or failing him, G. Scott Paterson

OR

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

==> picture [148 x 30] intentionally omitted <==

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder 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 shareholders of QYOU Media Inc. to be held at the offices of Wildeboer Dellelce LLP, Wildeboer Dellelce Place, Suite 800, 365 Bay Street, Toronto, Ontario on Thursday, March 5, 2020 at 11:00 am (Toronto time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

==> picture [557 x 8] intentionally omitted <==

1.Election of Directors For Withhold For Withhold	For	Withhold
01. G. Scott Paterson 02. Curt Marvis 03. Catherine Warren
04. Damian Lee 05. Amory B. Schwartz 06. Steven Beeks			------- Fold
07. Vikas Ranjan
	For	Withhold
2.Appointment of Auditor
Appointment of MNP LLP as auditors of the Corporation for the ensuing year and authorizing the directors to fix their remuneration.
3.Approval of Stock Option Plan	For	Against
To consider and, if deemed advisable, approve and re-confirm, by ordinary resolution, the Corporation’s current stock option plan. See the section
entitled “Particulars of Matters to be Acted Upon – Approval of the Corporation’s Stock Option Plan” in the Corporation's management
information circular sent in connection with the meeting (the "Circular") for details concerning this matter.
4.Approval of Restricted Share Unit Plan	For	Against
To consider and, if deemed advisable, to approve and confirm by ordinary resolution of Disinterested RSU Shareholders (as such term is defined in
the Circular) of the Corporation, the Corporation’s amended and restated restricted share unit plan. See the section entitled “Particulars of Matters
to be Acted Upon – Approval of the Corporation’s Restricted Share Unit Plan” in the Circular for details concerning this matter.
5.Approval of Issuance of Shares for Debt	For	Against
To consider and, if deemed advisable, pass an ordinary resolution regarding share compensation to be granted to the non-management directors of			-------
the Cororation who have not received an cash remuneration for their services as directors of the Cororation since the Cororation’s shares			Fold

To consider and, if deemed advisable, pass an ordinary resolution regarding share compensation to be granted to the non-management directors of the Corporation, who have not received any cash remuneration for their services as directors of the Corporation since the Corporation’s shares began trading on the TSX Venture Exchange following its reverse take-over transaction on March 31, 2017. Such ordinary resolution would need to be passed by Disinterested Debt Shareholders (as such term is defined in the Circular), approving the issuance of 4,315,832 common shares (representing an aggregate market value of $275,124 at the times when such shares were earned) in the capital of the Corporation to the nonmanagement directors of the Corporation to settle $431,583 of debt of the Corporation in respect of compensation owing to such directors for their services to the Corporation during calendar 2019. See the section entitled “ Particulars of Matters to be Acted Upon – Approval of the Issuance of Shares for Debt ” in the Circular for details concerning this matter.

==> picture [15 x 16] intentionally omitted <==

==> picture [15 x 16] intentionally omitted <==

Authorized Signature(s) - This section must be completed for your instructions 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.

Signature(s)

==> picture [148 x 29] intentionally omitted <==

Date

==> picture [94 x 20] intentionally omitted <==

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 like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by mail. mail.

==> picture [15 x 15] intentionally omitted <==

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.

==> picture [15 x 15] intentionally omitted <==

==> picture [15 x 15] intentionally omitted <==

Q Y M Q

3 0 4 0 1 7

A R 1