Sabio Holdings — Proxy Solicitation & Information Statement 2021

Sep 15, 2021

Spirit Banner II Capital Corp.

(the “Corporation”)

VOTING INSTRUCTION FORM ("VIF")

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

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 VIF revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

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

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Voting Instructions – Guidelines and Conditions

The Corporation is providing you the enclosed proxy-related materials for their security holder Meeting. Your name, address and information about your security holdings have been obtained in accordance with applicable securities regulations from the intermediary holding them on your behalf (which is identified by name, code or identifier in the information on the top right corner on the reverse). The Voting Instruction Form (‘‘VIF’’) is to enable your vote to be submitted on the stated matters. Please complete, sign, date and return the VIF. Unless you appoint yourself or a delegate to attend the Meeting and vote, your securities can be voted only by Management Nominees in accordance with your instructions.

We are prohibited from voting these securities on any of the matters to be acted upon at the Meeting without your specific voting instructions.

Appointing yourself or someone else to vote your securities

If you want to attend the Meeting and vote in person at the Meeting or appoint another person to do so, write your name or the name of the person attending the Meeting in the space labeled “ Please print appointee name ” on the VIF and return it. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. When you or your Appointee arrives at the Meeting, they should give their name to the scrutineers and state that they are a proxy appointee. The Appointee must attend the Meeting in order for your securities to be voted.

The completed VIF should be delivered to TSX Trust Company, in the envelope provided or by fax to 416-595-9593. Alternatively, if available, you may vote online at www.voteproxyonline.com. The matters to be voted on at the Meeting are set out on the reverse.

By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

THIS VOTING INSTRUCTION FORM MUST BE READ IN CONJUNCTION WITH THE MEETING MATERIAL. YOUR VOTING INSTRUCTIONS MUST BE RECEIVED NO LATER THAN THE DEADLINE SPECIFIED ON THE REVERSE IN THE UPPER LEFT SECTION OF THE VIF OR THE EQUIVALENT TIME BEFORE THE TIME AND DATE OF ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING.

Voting Instructions and Authority - Notes

1. 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 Recommendation 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.

2. The appointment of the Management Nominees or another Appointee gives them discretion to vote on any other matters that may properly come before the Meeting.

3. If internet voting is available, you can provide your voting instructions on the website noted on the reverse.

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

5. This form does not convey any right to vote in person at the Meeting. We urge you to read the above instructions, and the Information Circular prior to completing, signing and returning the VIF so that your securities can be voted.

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

For assistance, please contact TSX Trust Company.

Mail: Telephone: Facsimile: Email:	TSX Trust Company 301 - 100 Adelaide Street West Toronto, ON M5H 4H1 416-361-0930 416-595-9593 TMXEInvestorServices@tmx.com

www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL

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