Tantalus Systems Holding Inc. — Proxy Solicitation & Information Statement 2020

Nov 27, 2020

RiseTech Capital Corp.

(the “Company”)

FORM OF PROXY (“PROXY”)

Annual General and Special Meeting December 18, 2020 at 10:00 a.m. PST Virtually from Vancouver, BC via Zoom https://us02web.zoom.us/j/88265175433?pwd=N2tUTFN CdXB0cUt2NHZXVThCZ3BXQT09 (the “Meeting”)

RECORD DATE: November 17, 2020 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: December 16, 2020, 2020 at 10:00 a.m. PST

VOTING METHOD

FILING DEADLINE FOR PROXY: December 16, 2020, 2020 at 10:00 a.m. PST	FILING DEADLINE FOR PROXY: December 16, 2020, 2020 at 10:00 a.m. PST
**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 Manny Padda , whom failing Tom Liston (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	1. Number of Directors		FOR		AGAINST	AGAINST	AGAINST		6. Change of Name		FOR		AGAINST	AGAINST	AGAINST
To Set the Number of Directors at 5.									To consider and, if thought fit, to pass, a special
									resolution changing the name of the Company, the full
2. Election of Directors			FOR		WITHHOLD				text of which is set forth in the accompanying
a) b) c)	ManroopPadda JeffreyD. Booth Keith Spencer								management information circular. 7. Consolidation of Common Shares To consider and, if thought fit, to pass, a special resolution approving the consolidation of the Company's		FOR		AGAINST
d) e)	Hamed Shahbazi Tom Liston								issued and outstanding common shares, the full text of which is set forth in the accompanying management information circular.
3. Appointment of Auditor			FOR		WITHHOLD				8. Amendment to the Articles of the Company		FOR		AGAINST
To appointBaker Tilly WM LLPas Auditor of the Company for the ensuing year and authorizing the Directors to fix their remuneration.									To consider and, if thought fit, to pass, a special resolution approving an amendment to the articles of the Company to: (A) revise provisions relating to alterations
4. September 8, 2018 Stock Option Plan To consider and, if thought fit, to pass an ordinary resolution to approve the Company’s stock option plan, the full text of which is in the accompanying management information circular. 5. 2020 Long-Term Incentive Plan			FOR FOR		AGAINST AGAINST				to the articles; (B) revise provisions relating to voting at meetings of directors of the Company; (C) create a new class of preferred shares; and (D) amend the terms of the common shares in the capital of the Company, the full text of which is set out in the accompanying management proxy circular.
To consider and, if thought fit, to pass an ordinary
resolution	ratifying the adoption of the Company’s
2020 equity incentive plan, the full text of which is set
forth in the accompanying management information
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

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3. 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.

4. 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.

5. 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 Company.

6. 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 Company.

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 Company 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

 Check this box if you wish to receive the selected financial statements electronically and print your email address below

E-mail (optional)

By providing my email address, I hereby acknowledge and consent to all provisions outlined in the following: https://www.tsxtrust.com/consent-to-electronicdelivery?lang=en

RiseTech Capital Corp. 2020

1. 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.

2. 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.

3. 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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