Vertical Peak Holdings Inc. — Proxy Solicitation & Information Statement 2020

Sep 21, 2020

NUTRITIONAL HIGH INTERNATIONAL INC.

(the "Corporation")

This proxy confers discretionary authority upon the nominee with respect to amendments to, or variations of, matters identified in the notice of meeting, and any other matters which may properly come before the Meeting.

PROXY

Type of Meeting: ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Meeting Date and Time: October 22, 2020 at 10:00 a.m. (Toronto Time) Meeting Location: Suite 2905, 77 King Street West, Toronto, Ontario, M5K 1H1

Please indicate your proposal selection by placing an “X” in the appropriate space with blue or black ink only.

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Signature(s) Date

1. Election of Directors FOR WITHHOLD

1. BRIAN PRESEMENT ❑❑

2. JASON DYCK 3. ADAM SZWERAS

4. BILLY A. MORRISON 5. AARON JOHNSON 6. TOM KRUESOPON 7. JOHN DURFY

FOR WITHHOLD

2. Appointment of Davidson & Company LLP as auditors of the Corporation.

___________________________________________________________ Please print name(s)

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by October 20, 2020 at 10:00 a.m. ( Toronto time ) 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.

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

3. Vote FOR or AGAINST (or, if no specification is made, vote for) a special resolution of the Corporation approving the consolidation of the common shares of the Company on up to a twenty (20) old common shares for one (1) new common share (20:1) basis at the discretion of the board of directors, the details of which are contained under the heading " Particulars of Matters to be Acted Upon – Approval of the Consolidation " in the Information Circular accompanying this form of proxy, as such resolution may be amended or varied at the Meeting and any adjournment or postponement thereof.

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NI 51-102 REQUEST FORM

Under Canadian Securities Law, you are entitled to receive certain investor documents. If you wish to receive such material, please tick the applicable boxes below.

• ❑ I would like to receive interim financial statements and MD&A

• ❑ I would like to receive annual financial statements and MD&A

• ❑ I would like to receive future mailings by email. My email address is: _________________________________________

Appointment of Proxyholder

The undersigned shareholder of the Corporation hereby appoints Mr. Adam Szweras, Chairman of the Corporation, or failing him, Mr. John Durfy, Chief Executive Officer of the Corporation, or failing him _____________________ as proxyholder for and on behalf of the shareholder with the power of substitution to attend, act and vote for and on behalf of the shareholder in respect of all matters that may properly come before the meeting of the shareholders of the Corporation and at every adjournment thereof, to the same extent and with the same powers as if the undersigned shareholder were present at the said meeting, or any adjournment thereof.

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 FOR a matter by Management’s appointees or, if you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.

Notes to Proxy

1. A shareholder has the right to appoint as his or her proxy holder a person, who need not be a shareholder, other than those designated above to attend and vote on their behalf at the Meeting and adjournments thereof . A shareholder may do so by inserting the name of such other person in the blank space provided and striking out the other names or by completing another proper form of proxy and in either case delivering the completed form of proxy by mail, fax, email or other delivery to AST Trust Company (Canada), not later than 10:00 a.m. (Toronto time) on October 20, 2020.

How to Vote

TELEPHONE

INTERNET TELEPHONE • Go to Use any touch-tone phone, call toll www.astvotemyproxy.com free in Canada and United States • Cast your vote online 1-888-489-5760 and follow the voice instructions

• View Meeting documents

1. If this form of proxy is not dated in the space provided above, it is deemed to bear the date on which it was mailed by management of the Corporation.

2. This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

3. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy.

4. Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one proxy and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries.

5. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together the number of securities indicated on the proxy.

To vote by telephone or Internet you will need your control number. If you vote by Internet or telephone, do not return this proxy.

MAIL, FAX or EMAIL

• Complete and return your signed proxy in the envelope provided or send to:

AST Trust Company (Canada) P.O. Box 721 Agincourt, ON M1S 0A1

• You may alternatively fax your proxy to 416-368-2502 or toll free in Canada and United States to 1-866-781-3111 or scan and email to proxyvote@astfinancial.com

An undated proxy is deemed to be dated on the day it was received by AST.

To be represented at the meeting, this proxy form must be received no later than 10:00 a.m. ( Toronto Time ) on October 20, 2020 at the offices of AST Trust Company (Canada), P.O. Box 721, Agincourt, Ontario, M1S 0A1, Attention: Proxy Department or by facscimile to (416) 3682502 or 1-866-781-3111 or by email proxyvote@astfinancial.com .

All holders should refer to the information circular accompanying this proxy for further information regarding completion and use of this proxy and other information pertaining to the Meeting.