GLOBAL CROSSING AIRLINES GROUP INC. (the “Issuer”) PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT FOR DEBENTURES INSTRUCTIONS TO PURCHASER

You must review this entire agreement.

You must complete all the information in the boxes on page 2 and sign where indicated with an “X”.

Canadian Subscribers: You must complete and sign Exhibit A “Canadian Investor Questionnaire”. The purpose of this form is to determine whether you meet the standards for participation in a private placement under applicable Canadian securities laws. In order for the Issuer to satisfy its obligations under applicable Canadian securities laws, you may be required to provide additional evidence to verify the information you have provided in Exhibit A.

United States Subscribers: If you are a “U.S. Purchaser”, as defined in Exhibit B, you must complete and sign Exhibit B “United States Accredited Investor Questionnaire”.

International Subscribers: If you are resident outside of Canada or the United States, you must complete and sign Exhibit E “Offshore Subscriber’s Certificate.”

Unless you are subscribing through a person registered as a registered firm, registered individual or an exempt market dealer (each as defined in National Instrument 31-103 – Registration Requirements and Exemptions), or you are subscribing directly from the Issuer without the involvement of a finder, you must complete and sign Exhibit C “Risk Acknowledgement Form”.

If you are paying for your subscription with funds drawn from a Canadian bank, you may pay in United States dollars by a certified check or bank draft or by wire transfer to the Issuer pursuant to the wiring instructions set out in Exhibit F.

Subscriber Information

X

X

(Signature of Authorized Signatory – if the Subscriber is not an Individual)

(Name and Title of Authorized Signatory – if the Subscriber is not an Individual)

(SSN, or other Tax Identification Number of the Subscriber)

(Subscriber’s Address, including Postal Code or Zip Code)

(Telephone Number)                                              (Email Address)

Register the Debentures as set forth below:

(Name to Appear on Share and Warrant Certificate)

(Account Reference, if applicable)

(Address, including Postal Code or Zip Code)

Deliver the Debentures as set forth below:

(Attention - Name)

(Account Reference, if applicable)

(Street Address, including Postal Code or Zip Code) (No PO Boxes)

(Telephone Number)

Number and kind of securities of the Issuer held, directly or indirectly, or over which control or direction is exercised by the Subscriber, if any:

1.  State whether the Subscriber is an Insider of the Issuer:

Yes  ☐                No   ☐

2.  State whether the Subscriber is a registrant:

Yes  ☐            No  ☐

Subscription

Payment

Documents Required from Subscriber

this Agreement;

if the Subscriber is resident of Canada, the Canadian Investor Questionnaire (the “Canadian Questionnaire”) attached as Exhibit A, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the “U.S. Questionnaire”) attached as Exhibit B and the Canadian Questionnaire along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire;

if the Subscriber is resident outside of Canada and is not a U.S Purchaser (as defined in Exhibit B), the Offshore Subscriber’s Certificate attached as Exhibit E (the “Offshore Subscriber’s Certificate”) and the Canadian Questionnaire, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Offshore Subscriber’s Certificate or the Canadian Questionnaire;

unless the Subscriber is subscribing through a person registered as a broker or an exempt market dealer (as defined in National Instrument 31-103 – Registration Requirements and Exemptions), or unless the Subscriber is acquiring the Securities directly from the Issuer without involvement of a finder, the “Risk Acknowledgement Form” attached as Exhibit C; and

such other supporting documentation that the Issuer may request to establish the Subscriber’s qualification as a qualified investor,

Conditions and Closing

the Issuer having obtained all necessary approvals and consents for the Offering, including without limitation the conditional approval of the Exchange and approval of the board of directors of the Issuer;

the issue and sale of the Debentures being exempt from the requirement to file a prospectus and the requirement to deliver an offering memorandum under applicable securities legislation relating to the sale of the Debentures;

the Issuer and Alterna having executed a lease arrangement for aircraft MSN 2662 A319 (the “Alterna Lease”);

the Subscriber having obtained all necessary internal approvals and consents for the Subscription, including without limitation business, compliance and legal approvals;

no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) exists or would result from the transaction contemplated at the Closing;

the Subscriber having received, in form and substance satisfactory to the Subscriber, acting reasonably, (i) executed copies of (A) this Agreement, (B) the Debenture Certificate, (C) the Warrants, (D) the Registration Rights Agreement, (E) a Guaranty from each Credit Party, (F) the Stock Pledge Agreement, (ii) certificates of good standing for each of the Credit Parties, (iii) the order issuing foreign certificate issued to Global Crossing Airlines Inc. by the United States of America Department of Transportation, and (iii) such other documents or certificates relating to the transactions contemplated by this Agreement and the Transaction Documents as the Subscriber may deem necessary or appropriate, acting reasonably;

the Issuer’s delivery of the Pledged Shares (as defined in the Stock Pledge Agreement) to Alterna, acting as collateral agent, together with a duly executed undated irrevocable stock power in blank;

the Issuer’s payment of up to $50,000 of the out-of-pocket costs and expenses (including fees and expenses of legal counsel, auditors or other specialists) incurred by Alterna and its affiliates in connection with the preparation, negotiation, execution, delivery of the Transaction Documents;

there has been no change in the business, assets, operations, financial condition or prospects of the Credit Parties which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;

there has been no actual or threatened litigation, arbitration or administrative proceedings, or investigations by any Governmental Authority which could reasonably be expected to have a Material Adverse Effect on the business or operations of the Credit Parties;

the representations and warranties of the Credit Parties shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such specific date), and the Credit Parties shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Credit Parties at or prior to the Closing Date; and

the Subscriber shall have received certificates, executed by the Chief Executive Officer of the Credit Parties, dated the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Subscriber.

Acknowledgements and Agreements of the Subscriber

none of the Securities have been or will be registered under the United States Securities Act of 1933, as amended, (the “1933 Act”), or under any securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to any U.S. Person (as defined in Section 6.2), except in accordance with the provisions of Regulation S under the 1933 Act (“Regulation S”), pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state, provincial and foreign securities laws;

the Issuer has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act or any other applicable securities laws;

the Issuer will refuse to register the transfer of any of the Securities to a U.S. Person not made pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable laws;

the decision to execute this Agreement and to acquire the Securities has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer and such decision is based entirely upon the terms and conditions of this Agreement and a review of any public information which has been filed by the Issuer with any Canadian provincial securities commissions (collectively, the “Public Record”);

the Issuer and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements of the Subscriber contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber will promptly notify the Issuer;

there are risks associated with the purchase of the Securities, as more fully described in the Public Record;

the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of, and receive answers from, the Issuer in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Issuer;

a portion of this Offering may be sold pursuant to an agreement between the Issuer and one or more agents registered in accordance with applicable securities laws, in which case the Issuer will pay a fee and/or compensation securities on terms as set out in such agreement;

finder’s fees or broker’s commissions may be payable by the Issuer to finders who introduce subscribers to the Issuer;

the books and records of the Issuer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, its legal counsel and/or its advisor(s);

all of the information which the Subscriber has provided to the Issuer is correct and complete and if there should be any change in such information prior to the Closing, the Subscriber will immediately notify the Issuer, in writing, of the details of any such change;

the Issuer is entitled to rely on the representations and warranties of the Subscriber contained in this Agreement and the Canadian Questionnaire, U.S. Questionnaire or Offshore Subscriber’s Certificate, as applicable, and the Subscriber will hold harmless the Issuer from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Agreement or the Canadian Questionnaire, U.S. Questionnaire or Offshore Subscriber’s Certificate, as applicable;

any resale of the Securities by the Subscriber will be subject to resale restrictions contained in the securities laws applicable to the Issuer, the Subscriber and any proposed transferee, and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with such restrictions before selling any of the Securities;

the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Issuer is not in any way responsible) for compliance with:

any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and

applicable resale restrictions;

there may be material tax consequences to the Subscriber of an acquisition or disposition of the Securities and the Issuer gives no opinion and makes no representation to the Subscriber with respect to the tax consequences to the Subscriber under federal, state, provincial, local or foreign tax laws that may apply to the Subscriber’s acquisition or disposition of the Securities;

the Subscriber consents to the placement of a legend or legends on any certificate or other document evidencing any of the Securities setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement, with such legend(s) to be substantially as follows:

the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus under applicable securities laws, and, as a consequence of acquiring the Securities pursuant to such exemption, certain protections, rights and remedies provided by applicable securities laws, including statutory rights of rescission or damages, will not be available to the Subscriber;

no securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Securities;

there is no government or other insurance covering any of the Securities; and

this Agreement is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Issuer reserves the right to reject this Subscription for any reason.

Representations and Warranties of the Subscriber

unless the Subscriber has completed Exhibit B, the Subscriber is not a U.S. Person (as defined in Section 6.2);

the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;

the Subscriber is acquiring the Securities for its own account for investment purposes only and not with a view to any resale, distribution or other disposition;

if the Subscriber is resident outside of Canada, the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident which would apply to the offer and sale of the Securities,

the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is an entity, it is duly organized and validly subsisting under the laws of its jurisdiction of formation and all necessary approvals have been obtained to authorize execution and performance of this Agreement on behalf of the Subscriber;

the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the governing documents of, the Subscriber or of any agreement to which the Subscriber may be a party or by which the Subscriber is or may be bound;

the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies;

the Subscriber has received and carefully read this Agreement;

the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Principal Amount;

the Subscriber has made an independent examination and investigation of an investment in the Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Securities and the Issuer;

the Subscriber is not an underwriter of, or dealer in, any of the Securities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;

the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and

no person has made to the Subscriber any written or oral representations:

that any person will resell or repurchase any of the Securities,

that any person will refund the purchase price of any of the Securities, or

as to the future price or value of any of the Securities.

Representations and Warranties will be Relied Upon

Representations and Warranties of the Issuer

it is duly incorporated, amalgamated, formed, merged or continued, as the case may be, and validly existing as a corporation, company or partnership, under the laws of its jurisdiction of formation and is duly qualified, licensed or registered to carry on business under the laws applicable to it in all jurisdictions in which the nature of its property or business makes such qualification necessary except where failure to be so qualified, licensed or registered could not reasonably be expected to have a Material Adverse Effect,

it has all requisite corporate or other power and authority to (i) own and operate its property and to carry on the Business carried on by it; and (ii) enter into and perform its obligations under this Agreement and the other Transaction Documents;

the execution, delivery and performance by the Issuer of each of this Agreement, the Debenture, and the Warrant, including, without limitation, the reservation for issuance and the issuance of the Warrants Shares issuable upon exercise of the Warrant, and all other Transaction Documents to which it is a party, has been duly authorized by all corporate and other actions required, and each such document has been duly executed and delivered by it, and constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to the availability of equitable remedies and the effect of bankruptcy, insolvency and similar laws affecting the rights of creditors generally;

the execution and delivery of this Agreement, the Debenture, the Warrant, and the delivery of the Warrant Shares issuable upon exercise of the Warrant, and the performance of its obligations hereunder and thereunder and compliance with the terms, conditions and provisions hereof and thereof, did not and will not conflict with or result in a breach of any of the terms, conditions or provisions of (i) its constating documents or by laws, or (ii) any Applicable Law, or (iii) any other contractual restriction binding on or affecting its or its property;

the entering into and the performance by the Issuer of this Agreement, the Debenture, and the Warrant, including, without limitation, the reservation for issuance and the issuance of the Warrants Shares issuable upon exercise of the Warrant, and all other Transaction Documents to which it is a party, do not require any filing, notice, consent, approval, authorization or order of any Governmental Authority, except those that have been made or obtained, as applicable;

it has no contingent liabilities in excess of the liabilities that are either reflected or reserved against in the Issuer’s audited financial statements and interim financial statements which would reasonably be expected to be material to the financial condition of the Issuer on a consolidated basis;

there are no litigation, arbitration or administrative proceedings, or investigations by any Governmental Authority outstanding and there are no proceedings pending or, to its knowledge, threatened, against it, its officers or directors, or in respect of its property, which, if determined adversely to it could have a Material Adverse Effect;

there are no expropriation or similar proceedings, actual or threatened, of which the Issuer has notice, or reason to believe such notice is pending or threatened, against its assets, or any material part thereof;

it is conducting its Business in compliance in all material respects with all Applicable Laws of each jurisdiction in which it carries on its business;

the Issuer is not in default in any material respect under any Material Contract;

its property is owned by it as the beneficial owner thereof with good and marketable title thereto, free and clear of all Liens (other than Permitted Liens), encumbrances and defects, and any property leased by it is held under a valid, subsisting and enforceable lease;

there has been no voluntary or involuntary action taken either by or against the Issuer or any of its Affiliates for winding-up, dissolution, liquidation, bankruptcy, receivership, administration or similar or analogous events in respect of any such Person or all or any material part of its assets or revenues;

the Issuer maintains insurance policies with reputable insurers against risks of loss or damage to the properties, assets and business of the Issuer of such types as are customary in the case of Persons engaged in the same or similar businesses to the full insurable value of their respective properties;

the audited consolidated financial statements and the related notes thereto of the Issuer for the year ended December 31, 2020 and interim consolidated financial statements and the related notes thereto of the Parent for the nine (9) months ended September 30, 2021 comply in all material respects with the applicable requirements of Applicable Laws and present fairly, in all material respects, the consolidated financial position of the Issuer as of the dates indicated and the results of its operations and the changes in its cash flows for the periods specified, and have been prepared in conformity with GAAP, applied on a consistent basis throughout the periods covered thereby;

since December 31, 2020, no event or circumstance has occurred or is contemplated that has had or could reasonably be expected to have a Material Adverse Effect;

it is not necessary that this Agreement, the Debenture or the Warrant be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the documents or the transactions contemplated by the documents;

any secured and unsubordinated claims of a holder against the Issuer under the Debenture will rank at least pari passu with the claims of all of the Issuer’s other secured creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies;

there are no off-balance sheet transactions arrangements, obligations (including contingent obligations) or other relationships of the Issuer with unconsolidated entities or other Persons that may have a material current or future effect on the financial condition, changes in financial condition, results of operations, earnings, cash flow, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses of the Issuer on a consolidated basis or that would reasonably be expected to be material to an investor;

all information which has been provided by or on behalf of the Issuer to the Subscriber and its representatives prior to the date hereof was and remains true and correct in all material respects as at the time provided and does not, as of such time, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make such information not misleading;

the Issuer shall use the proceeds of the Offering in accordance with the Use of Proceeds;

it is in compliance in all material respects with all Applicable Laws respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours;

it is not party to any collective bargaining agreement, does not employ any member of a union, believes that its relations with its employees are good and no executive officer has notified it that such officer intends to leave the Issuer or otherwise terminate such officer’s employment with the Issuer;

it (i) owns the capital stock or other comparable equity interests of each of its subsidiaries free and clear of any liens and all of the issued and outstanding shares of such capital stock or comparable equity interests are validly issued and are fully paid, non-assessable and free of preemptive and similar rights, and (ii) has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital stock or other comparable equity interests owned;

it is not, and for so long the Subscriber holds any Securities will be, an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended;

it has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject; has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith; has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply; and there are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Issuer know of no basis for any such claim; and

none of the Issuer, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Issuer participating in the Offering, any beneficial owner of 20% or more of the Issuer’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Issuer in any capacity at the time of sale is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act.

Acknowledgement

Collection of Personal Information

the Issuer may deliver to any securities commission having jurisdiction over the Issuer, the Subscriber or this Subscription, including any Canadian provincial securities commissions and/or the SEC (collectively, the “Commissions”) certain personal information pertaining to the Subscriber, including such Subscriber’s full name, address and telephone number, the number of shares or other securities of the Issuer owned by the Subscriber, the number of Securities purchased by the Subscriber and the total purchase price paid for such Securities, the prospectus exemption relied on by the Issuer and the date of distribution of the Securities;

such information is being collected indirectly by the Commissions under the authority granted to them in securities legislation;

such information is being collected for the purposes of the administration and enforcement of the securities laws; and

in the event the Subscriber has any questions with respect to the indirect collection of such information, the Subscriber should contact the applicable securities regulatory authority at the contact details provided in Exhibit G.

Costs

Governing Law

Survival

Assignment

Severability

Entire Agreement

Notices

Execution of Subscription Agreement

Counterparts and Electronic Means

Indemnity

Definitions

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Applicable Laws” means applicable: (i) laws, constitutions, treaties, statutes, codes, ordinances, statutory rules, principles of common and civil law and equity, terms and conditions of any grants of approval, permissions, orders, decrees, rules, regulations and municipal by-laws, whether domestic, foreign or international, (ii) judicial, arbitral, administrative, ministerial, departmental and regulatory judgments, orders, writs, injunctions, decisions, rulings, licences, decrees and awards of any Governmental Authority, and (iii) policies, practices and guidelines of any Governmental Authority, which, although not actually having the force of law, are considered by such Governmental Authority as requiring compliance as if having the force of law, in each case binding on or affecting a Person, or the assets of a Person, referred to in the context in which such word is used;

“Business” means the business of operating a US 121 domestic flag and supplemental charter airline and a cargo service airline;

“Business Day” means any day except Saturday, Sunday and any day which is a statutory holiday in the City of New York or a day on which banking institutions in the City of New York are authorized or required by Applicable Laws to close;

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have corresponding meanings;

“Event of Default” has the meaning set forth in the Debenture;

“Exchange” means the Neo Exchange Inc., OTCQB or such other stock exchange as the securities of the Issuer are listed on;

“GAAP” means generally accepted accounting principles in the United States applied on a consistent basis;

“Governmental Authority” means: (i) any international, multinational, national, federal, provincial, state, municipal, local or other governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the foregoing, and (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, including any Securities Regulatory Authority;

“Material Adverse Effect” means any event, circumstance, occurrence, fact or state of facts, change or effect that, when taken individually or in aggregate: has or is reasonably expected to have a material adverse effect on (A) the financial condition of the Credit Parties (taken as a whole) on the value of any material Collateral (as defined in the Debenture), on the enforceability of any Transaction Documents, or on the validity or priority of Subscriber Liens (as defined in the Debenture) on any Collateral, (B) the ability of the Issuer to operate its business in all material respects in accordance with the operating plan in effect at the time of the occurrence of such event, circumstance, occurrence, fact or state of facts, change or effect, (C) the ability of the Issuer to perform or comply with its material obligations under the Transaction Documents, including repayment of the Obligations (as defined in the Debenture), or (D) the rights and remedies of the Subscriber under the Transaction Documents;

“Material Contract” means at any time any written agreement entered into by the Issuer which if not complied with or if terminated other than at scheduled maturity, would have a Material Adverse Effect;

“Permitted Liens” has the meaning set forth in the Debenture;

“Person” means an individual, partnership, corporation, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Authority;

“Securities Regulatory Authorities” means collectively, the Securities and Exchange Commission, the state securities regulatory authorities in each State of the United States, the provincial and territorial securities regulatory authorities in each of the provinces and territories of Canada, and the Exchange;

“Taxes” means all taxes (including for certainty, real property taxes), assessments, levies, imposts, stamp taxes, duties, deductions, charges and similar impositions payable, levied, collected or assessed as of the date of this Agreement or at any time in the future, and “Tax” shall have a corresponding meaning.

GLOBAL CROSSING AIRLINES GROUP INC. (the “Issuer”)

Purchase of Debentures and Warrants (the “Securities”) of the Issuer

is purchasing the Securities as principal (or deemed principal under the terms of National Instrument 45-106 – Prospectus Exemptions as adopted by the Canadian Securities Administrators (“NI 45-106”));

(A) is resident in or is subject to the laws of one of the following (check one):

☐ is resident in a country other than Canada or the United States; and

has not been provided with any offering memorandum in connection with the purchase of the Securities.

I.   SUBSCRIBERS PURCHASING UNDER THE “ACCREDITED INVESTOR” EXEMPTION

an investment fund that distributes or has distributed its securities only to

(i) a person that is or was an accredited investor at the time of the distribution,

(ii)  a person that acquires or acquired securities in the circumstances referred to in Sections 2.10 [Minimum amount investment] or 2.19 [Additional investment in investment funds] of NI 45-106, or

(iii)  a person described in paragraph (i) or (ii) that acquires or acquired securities under Section 2.18 [Investment fund reinvestment] of NI 45-106,

II.   SUBSCRIBERS PURCHASING UNDER THE “FAMILY, FRIENDS AND BUSINESS ASSOCIATES” EXEMPTION

if the Subscriber is resident in the Province of Ontario or is subject to the securities laws of the Province of Ontario, the Subscriber has provided the Issuer with a signed risk acknowledgement form (to be provided by the Issuer on request), and

if the Subscriber is resident in the Province of Saskatchewan or is subject to the securities laws of the Province of Saskatchewan, and the Subscriber is relying on the indicated criterion as set out in subsections II(a)(iv), II(a)(v) or II(a)(viii) or II(a)(ix), if the distribution is based in whole or in part on a close personal friendship or a close business association, the Subscriber has provided the Issuer with a signed risk acknowledgement form (to be provided by the Issuer on request); or

the Subscriber is not an “individual” as that term is defined in applicable Canadian securities laws,

the Subscriber is purchasing the Securities as principal for its own account and not for the benefit of any other person,

the Securities have an acquisition cost to the Subscriber of not less than C$150,000, payable in cash at the Closing, and

the Subscriber was not created and is not being used solely to purchase or hold securities in reliance on the prospectus exemption provided under Section 2.10 of NI 45-106, it pre-existed the Offering and has a bona fide purpose other than investment in the Securities.

an issuer is “affiliated” with another issuer if:

one of them is the subsidiary of the other, or

each of them is controlled by the same person;

“control person” means:

a person who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, or

each person in a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, which holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer,

“director” means:

a member of the board of directors of a company or an individual who performs similar functions for a company, and

with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company;

“eligibility adviser” means:

a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and

in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant

have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or control persons, and

have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;

“executive officer” means, for an issuer, an individual who is:

a chair, vice-chair or president,

a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

performing a policy-making function in respect of the issuer;

“financial assets” means:

cash,

securities, or

a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

“foreign jurisdiction” means a country other than Canada or a political subdivision of a country other than Canada;

“founder” means, in respect of an issuer, a person who,

acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and

at the time of the distribution or trade is actively involved in the business of the issuer;

“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;

“individual” means a natural person, but does not include

a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or trust, or

a natural person in the person’s capacity as a trustee, executor, administrator or personal or other legal representative;

“investment fund” means a mutual fund or a non-redeemable investment fund, and, for great certainty in British Columbia, includes an employee venture capital corporation and a venture capital corporation as such terms are defined in National Instrument 81-106 Investment Fund Continuous Disclosure;

“jurisdiction” or “jurisdiction of Canada” means a province or territory of Canada except when used in the term “foreign jurisdiction”;

“non-redeemable investment fund” means an issuer:

whose primary purpose is to invest money provided by its securityholders,

that does not invest

for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, or

for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund, and

that is not a mutual fund;

“person” includes:

an individual,

a corporation,

a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

“related liabilities” means:

liabilities that are secured by financial assets; and

“spouse” means, an individual who:

is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,

is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or

in Alberta, is an individual referred to in paragraph (i) or (ii), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta).

who, either alone or with a spouse, beneficially owns financial assets (please see the guidance below regarding what financial assets are) having an aggregate realizable value that. before taxes but net of any related liabilities (please see the guidance below regarding what related liabilities are), exceeds C$1,000,000;

whose net income before taxes exceeded C$200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded C$300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;

who, either alone or with a spouse, has net assets (please see the guidance below regarding calculating net assets) of at least C$5,000,000; and

who beneficially owns financial assets (please see the guidance below regarding what financial assets are) having an aggregate realizable value that, before taxes but net of any related liabilities (please see the guidance below regarding what related liabilities are), exceeds C$5,000,000.

physical or constructive possession of evidence of ownership of the financial asset;

entitlement to receipt of any income generated by the financial asset;

risk of loss of the value of the financial asset; and

the ability to dispose of the financial asset or otherwise deal with it as the individual sees fit.

a corporation, trust or other entity, other than an investment fund, that has net assets (please see the guidance below regarding calculating net assets) of at least C$5,000,000 as shown on its most recently prepared financial statements in accordance with applicable generally accepted accounting principles and that has not been created or used solely to purchase or hold securities as an accredited investor;

a corporation, trust or other entity in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors; and

a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.

the length of time the individual has known the director, executive officer, founder or control person,

the nature of the relationship between the individual and the director, executive officer, founder or control person including such matters as the frequency of contacts between them and the level of trust and reliance in the other circumstances, and

the number of “close personal friends” of the director, executive officer, founder or control person to whom securities have been distributed in reliance on the private issuer exemption or the family, friends and business associates exemption.

a relative,

a member of the same club, organization, association or religious group,

a co-worker, colleague or associate at the same workplace,

a client, customer, former client or former customer,

a mere acquaintance, or

connected through some form of social media, such as Facebook, Twitter or LinkedIn.

the length of time the individual has known the director, executive officer, founder or control person,

the nature of any specific business relationships between the individual and the director, executive officer, founder or control person, including, for each relationship, when it began, the frequency of contact between them and when it terminated if it is not ongoing, and the level of trust and reliance in the other circumstances,

the nature and number of any business dealings between the individual and the director, executive officer, founder or control person, the length of the period during which they occurred, and the nature and date of the most recent business dealing, and

the number of “close business associates” of the director, executive officer, founder or control person to whom securities have been distributed in reliance on the private issuer exemption or the family, friends and business associates exemption.

a member of the same club, organization, association or religious group,

a co-worker, colleague or associate at the same workplace,

a client, customer, former client or former customer,

a mere acquaintance, or

connected through some form of social media, such as Facebook, Twitter or LinkedIn.

WARNING!

This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.

Your

initials

Your

initials

•  Your net income before taxes was more than C$200,000 in each of the 2 most recent calendar years, and you expect it to be more than C$200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)

•  Your net income before taxes combined with your spouse’s was more than C$300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than C$300,000 in the current calendar year.

•  Either alone or with your spouse, you own more than C$1 million in cash and securities, after subtracting any debt related to the cash and securities.

•  Either alone or with your spouse, you have net assets worth more than C$5 million. (Your net assets are your total assets (including real estate) minus your total debt.)

▇▇▇▇. ▇▇, Miami Int’l Airport | 4th floor

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GLOBAL CROSSING AIRLINES GROUP INC. (the “Issuer”)

Purchase of Debentures and Warrants (the “Securities”) of the Issuer

it is not resident in Canada;

it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and it is able to bear the economic risk of loss of its entire investment;

the Issuer has provided to it the opportunity to ask questions and receive answers concerning the terms and conditions of the Offering and it has had access to such information concerning the Issuer as it has considered necessary or appropriate in connection with its investment decision to acquire the Securities;

it is acquiring the Securities for its own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the Securities in violation of the United States securities laws;

it (a) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (b) has no need for liquidity in an investment in the Securities, and (c) is able to bear the economic risks of an investment in the Securities for an indefinite period of time;

if the Subscriber is an individual (that is, a natural person and not a corporation, partnership, trust or other entity), then it satisfies one or more of the categories indicated below (please place an “X” on the appropriate lines):

if the Subscriber is a corporation, partnership, trust or other entity), then it satisfies one or more of the categories indicated below (please place an “X” on the appropriate lines):

it has not purchased the Securities as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, internet, television or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

if the Subscriber decides to offer, sell or otherwise transfer any of the Securities, it will not offer, sell or otherwise transfer any of such Securities, directly or indirectly, unless:

the sale is to the Issuer,

the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the 1933 Act and in compliance with applicable local laws and regulations in which such sale is made;

the sale is made pursuant to the exemption from the registration requirements under the 1933 Act provided by Rule 144 thereunder and in accordance with any applicable state securities or “blue sky” laws, or

the Securities are sold in a transaction that does not require registration under the 1933 Act or any applicable state laws and regulations governing the offer and sale of securities, and

it has, prior to such sale pursuant to subsection (c) or (d), furnished to the Issuer an opinion of counsel of recognized standing reasonably satisfactory to the Issuer, to such effect;

it understands and acknowledges that, upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable U.S. state laws and regulations, the certificates representing the Securities, and all securities issued in exchange therefor or in substitution thereof, will bear a legend (in addition to the legends required by Canadian securities laws) in substantially the following form:

it understands and agrees that there may be material tax consequences to the Subscriber of an acquisition or disposition of the Securities. The Issuer gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of the Subscriber’s acquisition or disposition of the Securities. In particular, no determination has been made whether the Issuer will be a “passive Foreign investment company” within the meaning of Section 1291 of the United States Internal Revenue Code;

it understands and agrees that the financial statements of the Issuer have been prepared in accordance with International Financial Reporting Standards, which differ from United States generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies;

it consents to the Issuer making a notation on its records or giving instructions to any transfer agent of the Issuer in order to implement the restrictions on transfer set forth and described in this Questionnaire and the Subscription Agreement;

it is resident in the United States of America, its territories and possessions or any state of the United States or the District of Columbia (collectively the “United States”), is a “U.S. Person” as such term is defined in Regulation S or was in the United States at the time the Securities were offered or the Subscription Agreement was executed;

it understands and acknowledges that (i) if the Issuer is ever deemed to be, or to have been at any time previously, an issuer with no or nominal operations and no or nominal assets other than cash and cash equivalents, Rule 144 under the 1933 Act may not be available for resales of the Securities, and (ii) the Issuer is not obligated to take, and have no present intention of taking, any action to make Rule 144 under the U.S. Securities Act (or any other exemption) available for resales of the Securities;

it understands and acknowledges that the Issuer is not obligated to remain a “foreign issuer”;

(a) the funds representing the Principal Amount which will be advanced by it to the Issuer will not represent proceeds of crime for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, as may be amended from time to time (the “PATRIOT Act”), and it acknowledges that the Issuer may in the future be required by law to disclose its name and other information relating to the Offering and its subscription hereunder, on a confidential basis, pursuant to the PATRIOT Act, and (b) no portion of the Principal Amount to be provided by it (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity that has not been identified to or by it, and it shall promptly notify the Issuer if it discovers that any of such representations ceases to be true and provide the Issuer with appropriate information in connection therewith.

Neo Exchange Inc. and its affiliates, authorized agents, subsidiaries and divisions, including the Neo Exchange (collectively referred to as the “Exchange”) collect Personal Information in certain Forms that are submitted by the individual and/or by an Issuer or Applicant and use it for the following purposes:

to conduct background checks;

to verify the Personal Information that has been provided about each individual;

to consider the suitability of the individual to act as an officer, director, insider, promoter, investor relations provider or, as applicable, an employee or consultant, of the Issuer or Applicant;

to consider the eligibility of the Issuer or Applicant to list on the Exchange;

to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the Issuer, or its associates or affiliates;

to conduct enforcement proceedings; and

to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the Exchange, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada.

to the agencies and organizations in the preceding paragraph, or as otherwise permitted or required by law, and they may use it in their own investigations for the purposes described above; and

on the Exchange’s website or through printed materials published by or pursuant to the directions of the Exchange.

The Commissions may indirectly collect the Personal Information under the authority granted to them by securities legislation. The Personal Information is being collected for the purposes of the administration and enforcement of the securities legislation of the jurisdiction of each such Commission.

is purchasing the Securities as principal or deemed under applicable Securities Laws in Canada to be purchasing as principal;

the Subscriber is not a resident of Canada or the United States or subject to applicable Securities Laws in Canada, and the decision to purchase the Securities was taken in the Subscriber’s jurisdiction of residence;

the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the Securities;

the Subscriber is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Securities under applicable securities laws of the International Jurisdiction without the need to rely on any exemptions;

the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Securities;

the purchase of the Securities by the Subscriber does not trigger:

any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or

any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction;

the Subscriber will not sell, transfer, exercise or dispose of the Securities except in accordance with all applicable laws, including applicable securities laws of Canada, and the Subscriber acknowledges that the Issuer will have no obligation to register any such purported sale, transfer, exercise or disposition which violates applicable Canadian securities laws; and

the Subscriber will provide such evidence of compliance with all such matters as the Issuer, or the counsel of the Issuer may request.

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Government of Nunavut

Department of Justice

Public official contact regarding indirect collection of

information: Director

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Financial and Consumer Services Commission (New Brunswick)

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Public official contact regarding indirect collection of information: Superintendent of Securities

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