PLEASE DISREGARD PREVIOUS PROXY, USE THIS FORM OF PROXY

EA EDUCATION GROUP INC.

Appointment of Proxyholder

I/We, being holder(s) of common shares of EA Education Group Inc. (the “Company”), hereby appoint: Wendy Xu, Director, or, failing her, Sam Ma, Chief Financial Officer OR

FOR AGAINST

3. Change of Name

Approval of a special resolution for the change of name to “TWX Group Holding Limited ” and that the Notice of Articles of the Company, once filed, be altered accordingly and authorize the Board of Directors of the Company to revoke this resolution before it is acted on as they see fit without further approval of the shareholders.

4. Ratification and Approval of Stock Option Plan

_________

Print the name of the person you are appointing if this person is someone other than the individuals listed above.

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Special Meeting of Shareholders of the Company to be held at 11:00 a.m. (Vancouver Time) on Monday, December 16, 2019 , at Suite 1780, 400 Burrard Street, Vancouver, B.C., Canada (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution.

.CARY, NC 27512-9903

Management recommends voting FOR Resolutions. Please use a dark black pencil or pen.

FOR AGAINST

1. Continuance from the Federal Jurisdiction of Canada to the Province of British Columbia

Approval of a special resolution for the authorization of the Company to continue under the laws of the Province of British Columbia under the Business Corporations Act (British Columbia) in accordance with the provisions of the Canada Business Corporations Act, as more particularly described in the accompanying information circular (“the Continuance Resolution”).

2. Adoption of New Articles

If the Continuance Resolution is approved, to consider and, if thought fit, approve a special resolution for the adoption of a new set of articles for the Company, the full text of which special resolution is set out in the accompanying information circular.

Approval of the proposed Stock Option Plan (the “Plan”) of the Company more particularly described in the Information Circular and to authorize the Directors to make modifications thereto in accordance with the Plan and the policies of the Canadian Securities Exchange .

5 . Other Business

To approve such other business as may properly come before the meeting as the proxyholder, in his sole discretion, may see fit.

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.

____ ____ Signature(s) Date

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by Thursday, December 12, 2019 .

Control Number

Proxy Form – Special Meeting of

How to Vote

Shareholders of EA Education Group Inc. to be held on Monday, December 16, 2019 (the “Meeting”)

Notes to Proxy

1. 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.

2. 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.

3. Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one Circular 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.

4. 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.

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 [email protected].

An undated proxy is deemed to be dated on the day it was received by AST Trust Company (Canada).

If you wish to receive investor documents electronically in future, please visit https://ca.astfinancial.com/edelivery to enrol.

All proxies must be received by 11:00 a.m. (Vancouver Time) on Thursday, December 12, 2019.

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

This proxy is solicited by and on behalf of Management of the Company.