EasTower Wireless Inc. — Proxy Solicitation & Information Statement 2022

Jun 16, 2022

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EasTower Wireless Inc.

(the “ Corporation ”)

FORM OF PROXY

Annual General and Special Meeting July 8, 2022 at 11:30 a.m. (ET) 8000 N. Federal Highway Boca Raton, Florida (the “Meeting”)

RECORD DATE: June 3, 2022 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: July 6, 2022 at 11:30 a.m. (ET)

VOTING METHOD

FILING DEADLINE FOR PROXY:July 6, 2022 at 11:30 a.m. (ET)	FILING DEADLINE FOR PROXY:July 6, 2022 at 11:30 a.m. (ET)
**VOTING METHOD **
INTERNET	Go towww.voteproxyonline.comand enter the 12digit control numberabove
FACSIMILE	416-595-9593
MAIL	TSX Trust Company301 - 100 Adelaide Street WestToronto,Ontario,M5H 4H1

I/We being holder(s) of EasTower Wireless Inc. hereby appoint(s): Vlado P. Hreljanovic, President, Chief Executive Officer and Director , or failing him, Margaret Perialas, Executive Vice-President and Director , or their designees (the "Management Nominees"), or instead of either of the foregoing, print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

Please print appointee name

as my/our proxyholder with full power of substitution and to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and to vote at the discretion of the proxyholder with respect to amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting and at any adjournment or postponement thereof.

- SEE VOTING GUIDELINES ON REVERSE -

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

1. Election of Directors	1. Election of Directors	FOR	FOR	FOR	FOR	FOR	FOR	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD
	a)Vlado P. Hreljanovic
	b)Margaret Perialas
	c)John Edward(Ted)Boyle
	d)Fernando David(Fred)Buzzelli
	e)Joel Liebman
2. Appointment of Auditor		FOR						WITHHOLD
Appointment ofMcGovern Hurley LLPas Auditor of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.
3. Equity Incentive Plan		FOR						AGAINST
To consider and, if thought appropriate, to pass, with or without variation, an ordinary resolution (the text of which is disclosed in Section 10(iv) of theInformation Circular) to ratify, confirm and approve a new equity incentive plan, as more particularly described in the 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 CORPORATION.

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 Corporation.

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 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

 (Mark this box to NOT receive Annual Financial Statements and related MD&A)

Interim Financial Statements with MD&A

 (Mark this box to receive Interim Financial Statements and related 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

EasTower Wireless Inc. 2022

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

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To register, please visit

https://www.tsxtrust.com/t/investor-hub/forms/investor-insiteregistration

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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