Sabio Holdings — Proxy Solicitation & Information Statement 2021

Sep 15, 2021

Spirit Banner II Capital Corp.

(the “Corporation”)

FORM OF PROXY (“PROXY”)

Special Meeting October 6, 2021 at 10:00 a.m. (Toronto Time) 18 King Street East, Suite 902, Toronto, Ontario M5C 1C4 (the “Meeting”)

RECORD DATE: August 9, 2021 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: October 4, 2021 at 10:00 a.m. (Toronto Time)

VOTING METHOD

FILING DEADLINE FOR PROXY: October 4, 2021 at 10:00 a.m. (Toronto Time)	FILING DEADLINE FOR PROXY: October 4, 2021 at 10:00 a.m. (Toronto Time)
**VOTING METHOD **
INTERNET	Go towww.voteproxyonline.comand enter the 12 digit control numberabove
FACSIMILE	416-595-9593
MAIL	TSX Trust Company 301 - 100 Adelaide Street West Toronto, Ontario,M5H 4H1

The undersigned hereby appoints Ali Haji , whom failing Matthew Wood (the “Management Nominees”), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Number of Directors	FOR	FOR	FOR	FOR	FOR	FOR	AGAINST	AGAINST	AGAINST	AGAINST	AGAINST	AGAINST	**4. Name Change **	FOR	FOR	FOR	FOR	FOR	FOR	AGAINST	AGAINST	AGAINST	AGAINST	AGAINST	AGAINST
To set the size of and elect an alternate slate of directors, namely a slate set at four (4) directors of the Resulting Issuer (as defined in TSX Venture Exchange Policy 2.4), elected to replace the incumbent slate of directors immediately following the completion of a reverse takeover transaction (the “Transaction”) between the Corporation and Sabio Mobile, Inc. (“Sabio”) if, and only if, the Transaction is completed, as more fully described in the Circular.													To consider and, if thought appropriate, to pass with or without variation, a special resolution to be conditional on, and to take effect only in the event that, the Transaction is completed, authorizing and approving the change of name of the Corporation from “Spirit Banner II Capital Corp.” to “Sabio Inc.”, or such other name as may be determined by Sabio and approved by the board of the Corporation.
1b. Election of Directors	FOR						WITHHOLD						5. Consolidation	FOR						AGAINST
a) Aziz Rahimtoola													To consider and, if thought appropriate, to pass with or without variation, a special resolution authorizing and approving the consolidation of the outstanding common shares in the capital of the Corporation on the basis of one (1) post-consolidation h f 191 lidi h
b) Paula Madison														FOR AGAINST
c) Carl Farrell
d) Muizz Kheraj													common sare or up to 5. pre-consoaton common sare. 6. Ratification of New By-Laws
2. Board Authorization to Set the Number of Directors	FOR						AGAINST						To consider and, if thought appropriate, to pass with or without variation, an ordinary resolution confirming the adoption of new “
To consider, and if thought appropriate, pass, with or without variation,
a special resolution empowering the directors of the Corporation to determine the number of directors of the Corporation from time to time													By-Law No. 1 of the Corporation’s (the New By-Laws”) and repealing the Corporation’s previously adopted by-laws.
within the minimum and maximum number provided for in the articles of incorporation of the Corporation,as maybe amended from time to time.													7. Approval of Amended and Restated Share Option Plan	FOR						AGAINST
													To consider and, if thought appropriate, to pass with or without variation, an ordinary resolution of disinterested shareholders to be conditional on, and to take effect only in the event that, the Transaction is comleted arovin the amended and restated
3. Change to Capital Structure	FOR						AGAINST
To consider, and if thought appropriate, pass, with or without variation,
a special resolution to be conditional on, and to take effect only in the event that, the Transaction is completed, authorizing and approving an amendment of the articles of the Corporation to amend the rights, privileges, restrictions and conditions of the Corporation’s existing class of common shares and to create an unlimited number of a class of shares to be designated as convertible restricted voting shares, the rights, privileges, restrictions and conditions of which are more particularly described in the accompanying Circular.													p, ppg share option plan of the Corporation. 8 Approval of Legacy Option Plan	FOR AGAINST
													. To consider and, if thought appropriate, to pass with or without
													variation, an ordinary resolution to be conditional on, and to take effect only in the event that, the Transaction is completed, approving the legacy stock option plan of the Corporation.

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s) Date (MM/DD/YYYY)

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Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

4. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

5. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Corporation.

6. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Corporation.

7. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies , noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

8. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

9. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

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