KnightHawk Inc. — Proxy Solicitation & Information Statement 2020

Sep 22, 2020

Form of Proxy

Resolutions (For full details of each item, please see the enclosed Notice of Meeting and Management Information Circular):

SPECIAL MEETING OF SHAREHOLDERS OF

Rend	solutions(For full details of each item, pleasManagement Information Circular):	e see the	enclosed No	tice of Meeti
		For	Against	Withhold
1.	To remove all current members of the Board ofDirectors of the Company.			N/A
2.	Fix the number of directors for the ensuing yearat four (4).			N/A
3.	To elect Adam Thomas as a Director.		N/A	
4.	To elect Arthur Kwan as a Director.		N/A	
5.	To elect Catherine Butler as a Director.		N/A	
6.	To elect John D. Wright as a Director.		N/A	

KNIGHTHAWK INC.

TO BE HELD AT Suite 800 – 543 Granville Street, Vancouver, British Columbia V6C 1X8

ON Friday, October 30, 2020, AT 3:00 P.M. (Pacific Daylight Savings Time)

The undersigned shareholder (“Registered Shareholder”) of Knighthawk Inc., (the “Company”) hereby appoints, Kenneth Fitzgerald, a Director of the Company, or failing this 4. person, John Howe, a Director of the Company, or in the place of the foregoing, ___________________________( print the name ), as proxyholder for and on behalf of the 5. Registered Shareholder with the power of substitution to attend, act and vote for and on behalf of the Registered Shareholder in respect of all matters that may properly come before the aforesaid 6. meeting of the Registered Shareholders of the Company (the “Meeting”) and at every adjournment thereof, to the same extent and with the same powers as if the undersigned Registered Shareholder were present at the said Meeting, or any adjournment thereof.

The Registered Shareholder hereby directs the proxyholder to vote the securities of the Company recorded in the name of the Registered Shareholder as specified herein.

REGISTERED SHAREHOLDER SIGN HERE: ____________________________________

DATE SIGNED: ___________________________

THIS PROXY MUST BE SIGNED AND DATED.

SEE IMPORTANT INSTRUCTIONS ON REVERSE.

INSTRUCTIONS FOR COMPLETION OF PROXY

1. This Proxy is solicited by the Management of the Company.

2. This form of proxy (“Instrument of Proxy”) must be signed by you, the Registered Shareholder, or by your attorney duly authorized by you in writing, or, in the case of a corporation, by a duly authorized officer or representative of the corporation; and if executed by an attorney, officer, or other duly appointed representative , the original or a notarial copy of the instrument so empowering such person, or such other documentation in support as shall be acceptable to the Chairman of the Meeting, must accompany the Instrument of Proxy.

3. If this Instrument of Proxy is not dated in the space provided, authority is hereby given by you, the Registered Shareholder, for the proxyholder to date this proxy seven (7) calendar days after the date on which it was mailed to you, the Registered Shareholder, by AST Trust Company (Canada).

4. A Registered Shareholder who wishes to vote on the resolutions , must do the following:

(a) appoint one of the management proxyholders named on the Instrument of Proxy, by leaving the wording appointing a nominee as is (i.e. do not strike out the management proxyholders shown and do not complete the blank space provided for the appointment of an alternate proxyholder). Where no choice is specified by a Registered Shareholder with respect to a resolution set out in the Instrument of Proxy, a management appointee acting as a proxyholder will vote the resolution as if the Registered Shareholder had specified an against, withheld or for vote as indicated in the Management Information Circular;

OR

(b) appoint another proxyholder, who need not be a Registered Shareholder of the Company, to vote according to the Registered Shareholder’s instructions, by striking out the management proxyholder names shown and inserting the name of the person you wish to represent you at the meeting in the space provided for an alternate proxyholder. If no choice is specified, the proxyholder has discretionary authority to vote as the proxyholder sees fit.

1. The securities represented by this Instrument of Proxy will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any poll of a resolution that may be called for and, if the Registered Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. Further, if so authorized by this Instrument of Proxy, the securities will be voted by the appointed proxyholder with respect to any amendments or variations of any of the resolutions set out on the Instrument of Proxy or matters which may properly come before the Meeting as the proxyholder in its sole discretion sees fit.

To be represented at the Meeting, voting instructions must be DEPOSITED or faxed to the office of "AST TRUST COMPANY (CANADA)" no later than forty eight (“48”) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment thereof.

The mailing address of AST Trust Company (Canada) is Suite 1600 – 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1 The fax number is 1-604-235-3705