Spectra7 Microsystems Inc. — Proxy Solicitation & Information Statement 2021

May 27, 2021

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SPECTRA7 MICROSYSTEMS INC

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Security Class

Holder Account Number

Voting Instruction Form - Annual and Special Meeting to be held on June 18, 2021

This VIF is solicited by and on behalf of Management.

Notes

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 VIF. 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 VIF with signing capacity stated.

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

4. If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed to the holder by Management.

5. The securities represented by this VIF will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees listed on the reverse, this VIF will be voted as recommended by Management.

6. The securities represented by this VIF 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 VIF 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 VIF should be read in conjunction with the accompanying documentation provided by Management.

VIFs submitted must be received by 10:00 a.m., Eastern Time, on June 16, 2021.

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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To Virtually Attend the
Meeting
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• Go to the following web site: •[You can attend the meeting virtually by visiting] www.investorvote.com the URL provided on the back of this proxy

• • Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this VIF.

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 VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

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 Spectra7 Microsystems Inc. (the “Corporation”) hereby appoint: Ronald Pasek or, failing him, Raouf Halim (the "Management Nominees")

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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Note: If completing the appointment box above YOU MUST go to http:// www.computershare.com/Spectra7 and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting.

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 online at https:// web.lumiagm.com/283863758 on June 18, 2021 at 10:00 a.m., Eastern Time, and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

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1.Election of Directors For Withhold	For	Withhold	For	Withhold	Fold
01. Roger Maggs 02. Raouf Halim		03. Ronald Pasek
			For	Withhold
2.Appointment of Auditors
To appoint MNP LLP, Chartered Accountants, as auditor of the Corporation for the ensuing year and to authorize the directors of the Corporation to
fix its remuneration.
3.Stock Option Plan and Restricted Share Unit Plan			For	Against
To consider and, if thought appropriate, pass, with or without variation, a resolution to adopt the	Corporation’s stock option plan and restricted share
unit plan, as more fully described in the accompanying management information circular.
4.Continuance Resolution			For	Against
To consider and, if thought appropriate, pass, with or without variation, a resolution to approve the continuance of the Corporation from the laws of
Canada to a corporation continued under the laws of either British Columbia or Ontario, as more fully described in the accompanying management
information circular.
5.Consolidation Resolution			For	Against
To consider and, if thought appropriate, pass, with or without variation, a special resolution approving the consolidation of the Common Shares by a					------- Fold
ratio of up to 100:1, as more fully described in the accompanying management information circular.

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Other Business

To vote in such proxyholder’s discretion on amendments or variations to the matters identified in the Notice of Annual and Special Meeting of Shareholders accompanying this proxy or on such other matters as may properly come before the Meeting or any adjournment thereof.

Signature of Proxyholder

Signature(s)

Date

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, and the VIF appoints the Management Nominees, this VIF will be voted as recommended by Management. 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.

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If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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