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SuperBuzz Inc. — Proxy Solicitation & Information Statement 2022
Jan 18, 2022
47944_rns_2022-01-18_45ee2f8a-d20e-4791-a5f4-37c1edec15eb.pdf
Proxy Solicitation & Information Statement
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Cross Border Capital I Inc.
(the “Corporation”)
FORM OF PROXY (“PROXY”)
Annual and Special Meeting February 7, 2022 at 10:00 a.m. (Toronto time) Suite 1600, 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5X 1G5 (the “Meeting”)
RECORD DATE: December 29, 2021 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: February 3, 2022 at 10:00 a.m. (Toronto time)
VOTING METHOD
| INTERNET | Go towww.voteproxyonline.comand enter the 12 |
|---|---|
| digit control numberabove | |
| FACSIMILE | 416-595-9593 |
| TSX Trust Company | |
| 301 - 100 Adelaide Street West | |
| Toronto,Ontario,M5H 4H1 |
The undersigned hereby appoints Jason Saltzman , whom failing Sophie Galper-Komet (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. Election | 1. Election | of Directors | of Directors | of Directors | of Directors | of Directors | of Directors | of Directors | FOR | WITHHOLD | WITHHOLD | WITHHOLD | WITHHOLD | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The election of the Directors of the Corporation that will hold office until the earlier of the next annual meeting of shareholders of the Corporation or the completion of the Corporation’s proposed qualifying transaction with Message NotifyLtd. d/b/a Superbuzz(the “Transaction”). |
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| a) Yaniv Bresler |
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| b) Sophie |
Galper-Komet | |||||||||||||||||||||||||||
| c) Jared Adelstein d) Jason Saltzman |
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| 2. Election of Post-Transaction Directors The election of the Directors of the Corporation conditional on and effective upon the completion of the Transaction, as more fully described in the management information circular in respect of the Meeting (the “Circular”). |
FOR | WITHHOLD | ||||||||||||||||||||||||||
| a) Liran |
Brenner | |||||||||||||||||||||||||||
| b) Nahum |
Segal | |||||||||||||||||||||||||||
| c) Dror Erez |
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| d) Tzafrir Peles |
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| e) Sophie |
Galper-Komet |
| 3. Appointment of Auditor | FOR | WITHHOLD | WITHHOLD | WITHHOLD | WITHHOLD | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| The appointment ofMNP LLP, as auditors of the Corporation and the | ||||||||||
| resolution to authorize the directors to fix the auditors’ remuneration. | ||||||||||
| 4. Appointment of Post-Transaction Auditors | FOR | WITHHOLD |
| 5. Removal of Consequences of Old CPC Policy | FOR | AGAINST | AGAINST | AGAINST | AGAINST | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The ordinary resolution of disinterested shareholders removing the | ||||||||||||
| consequences associated with the Corporation not completing the Transaction | ||||||||||||
| within 24 months of its listing date, as more fully described in the Circular. | ||||||||||||
| 6. Amendments to Escrow Agreement | FOR | AGAINST | ||||||||||
| The ordinary resolution of disinterested shareholders approving the | ||||||||||||
| amendments to the Corporation’s escrow agreement, as more fully described | ||||||||||||
| in the Circular. | ||||||||||||
| 7. Payment of Finder’s Fee or Commission to Non-Arm’s Length Party |
FOR | AGAINST | ||||||||||
| The ordinary resolution of disinterested shareholders authorizing the | ||||||||||||
| Corporation to pay any finders’ fee or commission to a Non-Arm’s length Party. 8. Amendments to Current Stock Option Plan |
FOR | AGAINST | ||||||||||
| The ordinary resolution of disinterested shareholders approving certain | ||||||||||||
| amendments to the current stock option plan, as more fully described in the | ||||||||||||
| Circular. | ||||||||||||
| 9. Adoption of Equity Incentive Plan for Resulting Issuer | FOR | AGAINST | ||||||||||
| The ordinary resolution of disinterested shareholders approving a new | ||||||||||||
| omnibus equity incentive plan of the Corporation conditional on and effective | ||||||||||||
| upon completion of the Transaction. | ||||||||||||
| **10. Name Change ** | FOR | AGAINST | ||||||||||
| The special resolution approving the amendment of the articles of the | ||||||||||||
| Corporation to change the name of the Corporation to “SuperBuzz Inc.” upon | ||||||||||||
| completion of the Transaction, as more fully described in the Circular. |
The appointment of Ziv Haft, Certified Public Accountants (Isr.), BDO Member Firm , as Auditors of the Corporation conditional on and effective upon the completion of the Transaction, as more fully described in the Circular.
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
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THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.
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THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
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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.
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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.
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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.
Request for Financial Statements
In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As. Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com. I am currently a security holder of the Corporation and as such request the following: [Annual Financial Statements with MD&A ] [Interim Financial Statements with MD&A ] If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If the cut-off time has passed, please fax this side to 416-595-9593
Cross Border Capital I Inc. 2022
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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.
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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.
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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.
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Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.
Investor inSite
TSX Trust Company offers at no cost to security holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable security holder forms and Frequently Asked Questions.
To register, please visit www.tsxtrust.com/investorinsite
Click on, “ Register ” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.
www.tsxtrust.com
VANCOUVER CALGARY TORONTO MONTRÉAL
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