Humanoid Global Holdings Corp. — Proxy Solicitation & Information Statement 2024

Oct 11, 2024

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NEW WAVE HOLDINGS CORP. (the “Company”)

FORM OF PROXY

Annual General and Special Meeting to be held on November 7, 2024 at 10:00 am (Pacific Time)

1500 – 1055 West Georgia Street Vancouver, BC V6E 4N7

(the “Meeting”) Proxies must be received by 10:00 am (Pacific Time) on November 5, 2024

VOTING METHOD

(the “Meeting”)Proxies must be received by10:00 am(Pacific Time) onNovember 5, 2024	(the “Meeting”)Proxies must be received by10:00 am(Pacific Time) onNovember 5, 2024
VOTING METHOD
INTERNET	Go to**https://css.olympiatrust.com/pxlogin**and enter the 12-digit control number shown on reverse.
EMAIL	proxy@olympiatrust.com
FACSIMILE	(403) 668-8307
MAIL	Olympia Trust CompanyPO Box 128, STN MCalgary, AB T2P 2H6Attn: Proxy Dept.

The undersigned hereby appoints SUNNY RAY , CEO and a Director of the Company, or failing him, GEOFFREY BALDERSON , CFO, Corporate Secretary and a Director of the Company, or failing him, ANTHONY ZELEN , a Director of the Company, or failing him, JEFF WUST, Solicitor, (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, in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT

1. Number of Directors FOR AGAINST To set the number of directors to be elected at the Meeting at three (3).   2. Election of Directors FOR WITHHOLD a) Sunny Ray   b) Geoffrey Balderson   c) Anthony Zelen   3. Appointment of Auditors FOR WITHHOLD To appoint Crowe Mackay LLP, Chartered Professional Accountants, as Auditor of the Company for the ensuing year   and authorize the Directors to determine their remuneration 4. Stock Option Plan FOR AGAINST To ratify and approve the Company’s 10% rolling stock option plan for continuation until the next annual general   meeting of the Company. 5. Restricted Share Unit Plan FOR AGAINST To ratify and approve the Company’s 10% rolling restricted share unit plan for continuation until the next annual general   meeting of the Company. 6. Share Consolidation FOR AGAINST To consider, and if deemed advisable, to approve by special resolution a consolidation of the Company’s issued and outstanding common shares at a ratio of up to ten pre-consolidation common shares for every one post-consolidation   common share, the full text of which is set out in the accompanying 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) 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.sedarplus.ca. I am currently a security holder of the Company and as such request the following: Interim Financial Statements with MD&A – Check the box to the Annual Financial Statements with MD&A – Check the box to right if you would like to RECEIVE interim financial statements and the right if you would like to RECEIVE the Annual Financial accompanying Management’s Discussion & Analysis by mail. Statements and accompanying Management’s Discussion and Analysis by mail.

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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.

1. 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.

2. 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.

3. The proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that properly come before the meeting or any adjournment or postponement thereof.

4. To be valid, this proxy should be signed in the exact manner as the name appears on 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.

5. To be valid, this proxy must be filed using one of the Voting Methods and must be received by Olympia Trust Company before the date 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.

6. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.