Compass Venture Inc. — Proxy Solicitation & Information Statement 2020

Oct 27, 2020

GLOBAL CROSSING AIRLINES INC.

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Mr A Sample Designation (if any) Add1 Add2 add3 add4 add5 add6

000001

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1

www.computershare.com

Security Class 123 Holder Account Number

C1234567890 IND

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Form of Proxy - Special Meeting to be held on December 1, 2020

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 persons 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 must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

3. This proxy should be signed in the exact manner as the name(s) appear(s) 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 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 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 or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

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

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Proxies submitted must be received by 10:00 a.m., Pacific Standard Time on November 27, 2020.

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

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To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

• 1-866-732-VOTE (8683) Toll Free

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To Vote Using the Internet

• Go to the following web site: www.investorvote.com

• Smartphone?

• Scan the QR code to vote now.

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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 123456789012345

CPUQC01.E.INT/000001/i1234

01NLPA

C1234567890

MR SAM SAMPLE

XXX 123

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Appointment of Proxyholder

I/We being holder(s) of Global Crossing Airlines Inc. hereby appoint: Print the name of the person you are Sheila Paine, or failing her, Ryan Goepel, OR appointing if this person is someone other than the Appointees listed.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder 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 Special Meeting of shareholders of Global Crossing Airlines Inc. to be held at Suite 2400, 1055 West Georgia Street, Vancouver, B.C. V6E 3P3, on Tuesday, December 1, 2020 at 10:00 a.m. Pacific Standard Time and at any adjournment or postponement thereof.

1. Approval of Continuation into Delaware

To consider and, if thought appropriate, pass a special resolution approving the Continuance Resolution as more particularly described in the Information Circular accompanying this Proxy. 2. Approval of Amended Stock Option Plan To consider and, if thought ft, to pass, with or without variation, an ordinary resolution approving the Company’s Amended Stock Option Plan, as more particularly described in the Information Circular accompanying this proxy. 3. Approval of Amended Restricted Share Unit Plan To consider and, if thought ft, to pass, with or without variation, an ordinary resolution approving the Company’s Amended Restricted Share Unit Plan, as more particularly described in the Information Circular accompanying this proxy. 4. Approval of Amended Performance Share Unit Plan To consider and, if thought ft, to pass, with or without variation, an ordinary resolution approving the Company’s Amended Performance Share Unit Plan, as more particularly described in the Information Circular accompanying this proxy. Vote Against Vote For Vote Against Vote For Vote Against Vote For Vote Against Vote For No Yes 5. Declaration of Ownership and Control The undersigned certifes that it has made reasonable inquiries as to the U.S. Citizen(2)status of the registered holder and the benefcial owner of the shares represented by this proxy and has read the defnitions found below so as to make an accurate Declaration of Ownership and Control. The undersigned hereby certifes that the shares represented by this proxy areowned andControlled(1)by aU.S. Citizen(2).		Vote Against

IF A DECLARATION IS NOT DULY COMPLETED, EXECUTED AND DELIVERED TO THE The requirement for this declaration is pursuant to authority under the articles of CORPORATION THROUGH ITS TRANSFER AGENT, THE VOTE ATTACHED TO SUCH incorporation, by-laws and procedures of the Corporation and in furtherance of DECLARANT’S SHARES MAY NOT BE TABULATED.[(3)] compliance with applicable laws relating to ownership and control of United States (1) See definition of “Control” below. licensed air carriers. Further declarations may be required and the Corporation may take (2) See definition of “U.S. Citizen” below. See definition of “U.S. Citizen” below. other appropriate actions to ensure compliance with applicable ownership restrictions.

• (2) See definition of “U.S. Citizen” below. See definition of “U.S. Citizen” below.

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(3) Under applicable laws, this declaration has the same value as if made under the Canada Evidence Act .

Definitions:

“Control”

• (a) A corporation is controlled by a Person if: (i) more than fifty percent of the voting shares of the corporation are held by the Person and by another Person, if any, who is associated with that person;

• (ii) the voting rights attached to any shares of the corporation held by the Person and by another Person, if any, who is associated with that person, are sufficient, if exercised, to elect a majority of the directors of the corporation; and

• (b) A partnership or unincorporated organization is controlled by a Person if any ownership interest therein representing more than fifty percent (50%) of the assets of the partnership or organization is held, otherwise than by way of security only, by or for the benefit of that Person.

“U.S. Citizen” is defined on page 4 of the Information Circular.

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(iii) the Person has, in relation to the corporation, any direct or indirect influence which, if exercised, would result in control in fact of the corporation;

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)	MM /DD /YY Date

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