StateHouse Holdings Inc. — Proxy Solicitation & Information Statement 2020

Oct 23, 2020

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Form of Proxy – Annual and Special Meeting to be held on November 24, 2020

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702, 67 Yonge Street Toronto, ON M5E 1J8

APPOINTMENT OF PROXYHOLDER

I/We being the undersigned shareholder(s) of Harborside Inc. (the “Corporation”) hereby appoint OR Peter Bilodeau , or failing him, John H. “Jack” Nichols (the “Management Nominees”)

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

as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the undersigned 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 and Special Meeting of the Corporation to be held virtually at https://web.lumiagm.com/225002665 on November 24, 2020, at 11 A.M. (Toronto time) or at any adjournment thereof.

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

1.	Election of DirectorsForWithholdForWithholdFor	Election of DirectorsForWithholdForWithholdFor	Withhold
	a.Peter Bilodeaub.Sherri Altshulerc.Tracy Geldert
	d.Matthew Hawkinse.Peter Kampianf.Nayir Munoz
	g.Adam Szweras
2.	Appointment of AuditorTo appoint MNP LLP as auditor of the Corporation and to authorize the directors to fix their remuneration.For		Withhold
3.	Approval of Equity Incentive PlanTo consider and, if thought appropriate, pass, with or without variation, a resolution approving the Corporation’sFor		Against
	equity incentive plan, in the form set out as Schedule “B” to the information circular of the Corporation dated October 15, 2020 (the “Circular”).
4	Approval of Articles of AmendmentTo consider and if thought appropriate pass with or without variation a special resolution approving certainFor		Against

4. Approval of Articles of Amendment To consider and, if thought appropriate, pass, with or without variation, a special resolution approving certain housekeeping amendments to the articles of the Corporation by the filing of articles of amendment in the forms set out as Schedule “D” to the Circular.

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):	Date
					/		/
			MM	/	DD	/	YY

Request for Financial Statements – In accordance with securities regulations, securityholders may elect to receive the audited financial statements of the Corporation for the years ended December 31, 2019 and 2018 (the “Annual Financial Statements”) and related management’s discussion and analysis (“MD&A”) by mail. Instead of receiving the Annual Financial Statements and MD&A by mail, you may choose to view these documents on SEDAR at www.sedar.com. Check the box to the right if you would like to RECEIVE the Annual Financial Statements and accompanying MD&A by mail.

This form of proxy is solicited by and on behalf of Management of the Corporation.

Proxies must be received by 11 A.M. (Toronto time) on November 20, 2020.

Notes to Proxy

1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Annual and Special Meeting. Each holder may appoint a proxy holder other than any of the Management Nominees to attend and act on the holder’s behalf at the meeting. If you wish to appoint a person other than the Management Nominees, please insert the name of your chosen proxyholder in the space provided on the reverse.

2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. 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.

3. This proxy should be signed in the exact manner as the name appears 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 or withheld from voting, 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 to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

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

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

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To Vote Your Proxy Online please visit : https://login.odysseytrust.com/pxlogin and click on VOTE. You will require the CONTROL NUMBER printed with your address to the right.

If you vote online, do not mail this proxy.

To Virtually Attend the Meeting :

Shareholder Address and Control Number Here

You can attend the meeting virtually by visiting https://web.lumiagm.com and entering the meeting ID 225-002-665. The Password for the meeting is “harborside2020”. For further information on how to attend the meeting, please view the Circular.

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at www.odysseycontact.com .

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. A return envelope has been enclosed for voting by mail.