Spectra7 Microsystems Inc. — Proxy Solicitation & Information Statement 2025

Mar 21, 2025

SPECTRA7 MICROSYSTEMS INC.

Computershare

8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual General and Special Meeting to be held on April 17, 2025

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. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.
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.

Poxies submitted must be received by 10:00 a.m., Eastern Time, on April 15, 2025.

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

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.
• 1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

To Receive Documents Electronically

• You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.

To Virtually Attend the Meeting

• You can attend the meeting virtually by visiting the URL provided on the back of this document.

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

022C8A

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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.

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 an invite code 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 General and Special Meeting of shareholders of the Corporation to be held online at https://meetnow.global/MFSRMDN on April 17, 2025 at 10:00 a.m., Eastern Time, and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY INCONLIDENTED TEXT OVER THE BOXES.

1. Sale Transaction To consider and, if thought appropriate, pass, with or without variation a special resolution to approve the Sale Transaction (as defined in the accompanying management information circular, the "Circular"), as more fully described in the Circular.			For	Against
2. Delisting To consider and, if thought appropriate, pass, with or without variation an ordinary resolution to approve the delisting of the Corporation's common shares from the TSX Venture Exchange, conditional upon the approval and completion of the Sale Transaction, as more fully described in the Circular.			☐	☐
Control Persons 3(a). To consider and, if thought appropriate, pass, with or without variation an ordinary resolution of the disinterested shareholders approving the creation of a new Control Person (as such term is defined in the policies of the TSX Venture Exchange), being collectively, the 21 April Fund, LP and the 21 April Fund Ltd., through accounts managed by Bleichroeder LP, in connection with the exercise of outstanding pre-funded warrants of the Corporation, as more fully described in the Circular.			For	Withhold
3(b). To consider and, if thought appropriate, pass, with or without variation an ordinary resolution of the disinterested shareholders approving the creation of a new Control Person (as such term is defined in the policies of the TSX Venture Exchange), being the Lytton-Kambara Foundation, in connection with the exercise of outstanding pre-funded warrants of the Corporation, as more fully described in the Circular.			☐	☐
3(c). To consider and, if thought appropriate, pass, with or without variation an ordinary resolution of the disinterested shareholders approving the creation of a new Control Person (as such term is defined in the policies of the TSX Venture Exchange), being collectively, the Blackwell Partners LLC – Series A, NCP RFM LP and Nantahala Capital Partners Limited Partnership, through accounts managed by Nantahala Capital Management, LLC, in connection with the exercise of outstanding pre-funded warrants of the Corporation, as more fully described in the Circular.			☐	☐
4. Election of Directors	For	Against	For	Against
01. Raouf Halim	☐	☐	02. Omar Javaid	☐
04. Christopher Morgan	☐	☐	05. Ronald Pasek	☐
5. 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.				For Withhold Fold

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.

If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.

Signature(s)

Signing Capacity

Interim Financial Statements – Mark this box if you would like to receive interim financial statements and accompanying Management's Discussion and Analysis by mail.

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Annual Financial Statements – Mark this box if you would like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.

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Information Circular – Mark this box if you would like to receive the Information Circular by mail for the next securityholders' meeting.

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.

SJYQ

372576

AR1

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022C9B