CAE INC. - and - CORAL BLUE INVESTMENT PTE. LTD. - and - COMPUTERSHARE TRUST COMPANY OF CANADA SUBSCRIPTION RECEIPT AGREEMENT Providing for the Issue of Subscription Receipts Dated March 4, 2021

the Proceeds are to be delivered to and held by the Subscription Receipt Agent and invested in the manner set forth herein;

if the Escrow Release Conditions are satisfied and the Acquisition Closing Time occurs prior to the occurrence of a Termination Event, then: (i) each holder of Subscription Receipts shall be entitled to receive, without any further action required by such holder and without payment of additional consideration, one Common Share for each Subscription Receipt held plus any Dividend Equivalent Payment that becomes payable hereunder, less any applicable withholding taxes and (ii) the Corporation shall receive the balance of the Escrowed Funds (including any remaining Earned Interest), less any applicable withholding taxes; and

if a Termination Event occurs prior to the Acquisition Closing Time, the subscription for Common Shares represented by each Subscription Receipt shall be automatically terminated and cancelled and each holder of Subscription Receipts shall be entitled to receive an amount equal to the Subscription Price in respect of each Subscription Receipt held by such holder together with the Earned Interest, less applicable withholding taxes;

Definitions

the Escrow Release Notice is not delivered to the Subscription Receipt Agent and the Investor on or prior to 11:59 pm (Montreal time) on the Outside Date;

the Corporation delivering a notice to the Investor or announcing to the public by way of press release that it has determined not to proceed with the Acquisition; or

the Acquisition Agreement is terminated in accordance with its terms.

Headings

References

references herein to Articles, Sections and Schedules are to Articles and Sections of, and Schedules to, this Agreement;

“hereto”, “herein”, “hereby”, “hereunder”, “‘hereof” and similar expressions, without reference to a particular provision, refer to this Agreement; and

a reference to a Party refers to a party to this Agreement.

Certain Rules of Interpretation

the singular includes the plural and vice versa; and

references to any gender shall include references to all genders.

Day Not a Business Day

Applicable Law and Attornment

Conflict

Currency

Severability

Schedules

Schedule 2.2(b):

Form of Subscription Receipt Certificate

Schedule 3.1(a):

Escrow Release Notice

Schedule 3.1(d):

Irrevocable Subscription Receipt Agent and Transfer Agent Direction

Payment Acknowledgement

The Corporation acknowledges and agrees that it is a condition of Receiptholders’ payments of $31.25 per Subscription Receipt that the Escrowed Funds be held by the Subscription Receipt Agent in accordance with the provisions of Article 4 as agent and bailee on behalf of the holders of Subscription Receipts. The Corporation further acknowledges and confirms that it has and will have no interest in the Escrowed Funds or in the Earned Interest credited or received thereon until the Acquisition Closing Time. The Subscription Receipt Agent shall retain the Escrowed Funds as agent and bailee for and on behalf of the holders of Subscription Receipts and shall invest, disburse and deal with the Escrowed Funds as provided herein.

The Corporation has directed the Investor to deliver the Proceeds to the Subscription Receipt Agent on closing by way of electronic wire transfer and, upon receipt, the Subscription Receipt Agent shall immediately place such funds in a segregated account in accordance with the provisions of this Agreement. In that regard, the Subscription Receipt Agent hereby acknowledges receipt from the Investor of a wire transfer or wire transfers of funds in the aggregate amount of $225,000,000.00 in respect of the Subscription Receipts issued to the Investor pursuant to the Subscription Agreement and confirms that such funds have been deposited in a segregated account designated as the “CAE Inc. –GIC Sub. Receipts” account (the Subscription Proceeds Account), and the Subscription Receipt Agent will retain and invest such funds solely as agent and bailee on behalf of the holders of Subscription Receipts in accordance with the terms of this Agreement pending payment and release of the Escrowed Funds in accordance with the terms of this Agreement. Upon receipt of these funds, the Subscription Receipt Agent shall execute one or more separate written receipt(s) to the Investor evidencing the funds having been received.

The Corporation hereby:

acknowledges that the amount received by the Subscription Receipt Agent pursuant to Section 2.1(b) represents payment in full by the Investor to the Subscription Receipt Agent of the Subscription Price for the 7,200,000 Subscription Receipts issued on the date hereof; and

irrevocably directs the Subscription Receipt Agent to retain the amounts described in Section 2.1(b) in accordance with the terms of this Agreement pending payment of the Escrowed Funds in accordance with the terms of this Agreement.

The Investor has acknowledged by one or more separate written receipt(s), concurrently with the execution and delivery of this Agreement, receipt of the Global Subscription Receipt representing 7,200,000 Subscription Receipts registered in the name of CDS (or its nominee).

Terms and Issue of Subscription Receipts

7,200,000 Subscription Receipts are hereby created and authorized to be issued.

Any Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement) shall be substantially in the form attached hereto as Schedule 2.2(b), shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Subscription Receipt Agent and CDS, prescribe, and shall be issuable in any whole number denominations.

The Subscription Receipt Agent is hereby directed, concurrently with the execution and delivery of this Agreement, to Authenticate, issue and deliver, at the direction of the Corporation, to the Investor a definitive Subscription Receipt Certificate in the form of a Global Subscription Receipt representing 7,200,000 Subscription Receipts issued pursuant to the Subscription Agreement between the Corporation and the Investor dated February 27, 2021 registered in the name of CDS (or its nominee).

Upon the issue of the Subscription Receipts in accordance with Section 2.2(c), the Subscription Receipt Certificate shall have been executed by the Corporation and delivered to the Subscription Receipt Agent, Authenticated by the Subscription Receipt Agent upon the written direction provided for in Section 2.2(c) and delivered by the Subscription Receipt Agent to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, for and on behalf of the Investor, without any further act of or formality on the part of the Corporation.

Each Subscription Receipt shall evidence:

(a) if the Escrow Release Conditions are satisfied and the Acquisition Closing Time occurs on or prior to the occurrence of a Termination Event, the holder’s subscription for, and the right to receive, pursuant to this Agreement and the Subscription Receipt automatically at the Acquisition Closing Time, without any further action required by such holder and without payment of additional consideration, one fully paid and non-assessable Common Share, together with a Dividend Equivalent Payment, if any, less applicable withholding taxes, as set forth in Section 3.2, or (b) if a Termination Event occurs, the right of the holder to receive an amount equal to the full Subscription Price for such Subscription Receipt, together with the Earned Interest, less applicable withholding taxes, and

the holder’s ownership interest in the Escrowed Funds in accordance with the terms of this Agreement.    

If a Termination Event occurs, the Subscription Receipt Agent shall pay the balance of the Escrowed Funds and any amounts received from the Corporation pursuant to Section 3.5 in accordance with Section 3.3.

For greater certainty, the Subscription Receipt Agent shall expressly not be a trustee of the Receiptholders hereunder and the terms of this Agreement shall not create or be construed as a trust for the benefit of the Receiptholders and, except as and subject to the terms provided herein, the Escrowed Funds shall be the property of the Receiptholders, and shall not form part of the property, estate, assets, undertaking, or effects of the Subscription Receipt Agent.

Fractional Subscription Receipts

Register for Subscription Receipts

Registers Open for Inspection

Receiptholder not a Shareholder

Subscription Receipts to Rank Pari Passu

Signing of Subscription Receipt Certificates

Authentication by the Subscription Receipt Agent

The Subscription Receipt Agent shall Authenticate Subscription Receipt Certificates or Uncertificated Subscription Receipts to be issued by the Corporation upon the written direction of the Corporation. No Subscription Receipt Certificate shall be issued or, if issued, shall be valid for any purpose or entitle the holder to the benefit hereof until it has been Authenticated by or on behalf of the Subscription Receipt Agent, and such Authentication by the Subscription Receipt Agent on any Subscription Receipt Certificate or with respect to any Uncertificated Subscription Receipt shall be conclusive evidence as against the Corporation that the Subscription Receipt Certificate or Uncertificated Subscription Receipt has been duly issued hereunder and that the holder is entitled to the benefits hereof.

The Authentication of the Subscription Receipt Agent on Subscription Receipt Certificates or Uncertificated Subscription Receipts issued hereunder shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of this Agreement or the Subscription Receipt Certificates or Uncertificated Subscription Receipts (except the Authentication thereof) and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipt Certificates or

Issue in Substitution for Subscription Receipt Certificates Lost, etc.

In case any Subscription Receipt Certificate shall become mutilated or be lost, destroyed or stolen, the Corporation, subject to applicable law and compliance with Section 2.10(b), shall issue, and thereupon the Subscription Receipt Agent shall certify and deliver, a new Subscription Receipt Certificate of like tenor as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Subscription Receipt Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Subscription Receipt Certificate, and the substituted Subscription Receipt Certificate shall be in a form approved by the Subscription Receipt Agent and shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Subscription Receipts issued or to be issued hereunder.

The applicant for the issue of a new Subscription Receipt Certificate pursuant to this Section 2.10 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation and to the Subscription Receipt Agent such evidence of ownership and of the loss, destruction or theft of the Subscription Receipt Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Subscription Receipt Agent in their sole discretion, and such applicant shall also be required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and the Subscription Receipt Agent in their sole discretion and shall pay the reasonable charges of the Corporation and the Subscription Receipt Agent in connection therewith.

Exchange of Subscription Receipt Certificates

Subscription Receipt Certificates may, upon compliance with the reasonable requirements of the Subscription Receipt Agent, be exchanged for another Subscription Receipt Certificate or Subscription Receipt Certificates entitling the holder thereof to, in the aggregate, the same number of Subscription Receipts as represented by the Subscription Receipt Certificates so exchanged.

Subscription Receipt Certificates may be surrendered for exchange only at the Designated Offices during regular business hours of the Subscription Receipt Agent.

Charges for Exchange

Transfer and Ownership of Subscription Receipts

Subject to Section 2.13(d), Section 2.14, and Section 2.15 and subject to the Subscription Agreement, including Section 10.1(c) of the Subscription Agreement, there are no restrictions on the transfer of the Subscription Receipts; however, the Subscription

payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and

such reasonable requirements as the Subscription Receipt Agent may prescribe,

The Corporation and the Subscription Receipt Agent shall deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary.

The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (local time) at the Designated Office, on the earlier to occur of the Acquisition Closing Date and the Termination Date (subject to settlement).

The Subscription Receipt Agent shall promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction.

Subject to the provisions of this Agreement and applicable law and subject to Section 2.14, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth herein. Either the issue and delivery of Common Shares and the payment of any Dividend Equivalent Payment, as provided in Section 3.2, or the payment of the Subscription Price and such Receiptholder’s pro rata portion of the aggregate of any Earned Interest, as provided in Section 3.3, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire

Global Subscription Receipts

Subject to Section 2.14(b):

Subscription Receipt Certificates will only be issued in the form of a Global Subscription Receipt certificate, which will be registered in the name of and deposited with CDS or its nominee;

owners of the beneficial interests in the Subscription Receipts shall not be entitled to have Subscription Receipts registered in their names, shall not receive or be entitled to receive Subscription Receipt Certificates in definitive form and shall not be considered owners or holders thereof under this Agreement or any supplemental agreement;

beneficial interests in Global Subscription Receipts will be represented only through the Book-Entry Only System and, subject to applicable law or unless otherwise requested by CDS, will be issued in uncertificated form;

all Subscription Receipts issued electronically to CDS in uncertificated form through the uncertificated inventory system of CDS will be evidenced by a book position on the register of holders to be maintained by the Subscription Receipt Agent in accordance with Section 2.4;

transfers of Subscription Receipts between Book-Entry Participants shall occur in accordance with CDS’ rules and procedures;

all references herein to actions by, notices given or payments made to Receiptholders shall, refer to actions taken by, or notices given or payments made to, CDS on instruction from the Book-Entry Participants in accordance with CDS’ rules and procedures;

in respect of any provision hereof requiring or permitting actions with the consent of or at the direction of Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent shall be given by Beneficial Holders acting through CDS and the Book-Entry Participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts;

the rights of a Beneficial Holder whose Subscription Receipts are held through CDS shall be exercised only through CDS and the Book-Entry Participants and shall be limited to those established by law and agreements between such holders and CDS and the Book-Entry Participants upon instructions from the Book-Entry Participants;

each of the Subscription Receipt Agent and the Corporation may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Beneficial Holders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder;

if any notice or other communication is required to be given to Beneficial Holders, the Subscription Receipt Agent will give such notices and communications to CDS;

neither the Corporation nor the Subscription Receipt Agent nor any agent thereof shall have any responsibility or liability for any aspects of the records relating to or payments made by CDS on account of the beneficial interests in the Subscription Receipts or for any advice or representation made or given by CDS or any action to be taken by CDS on its own direction or at the direction of any Book-Entry Participant; and

nothing herein shall prevent Beneficial Holders from voting such Subscription Receipts using duly executed proxies in accordance with the requirements of CDS and of applicable laws.

In the event that:

CDS resigns, is removed from its responsibility as depository, or ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable or does not wish to locate a qualified successor;

the Book-Entry Only System is terminated; or

the Corporation so instructs the Subscription Receipt Agent in writing;

Resale Restrictions and Legends

Escrow Release Notice

If the Escrow Release Conditions are satisfied (or in respect of the satisfaction or waiver of the escrow release conditions under the Other Investor Subscription Receipt Agreement, are expected to be satisfied substantially concurrently therewith and the Corporation has no reason to believe they will not be satisfied) and the Acquisition Closing Time is scheduled to occur on or prior to 11:59 pm (Montreal time) on the Outside Date, the Corporation shall deliver the Escrow Release Notice to the Subscription Receipt Agent and the Investor.

Forthwith upon receipt of the Escrow Release Notice, the Subscription Receipt Agent shall release the Escrowed Funds to or at the direction of the Corporation, minus the amount required to make the aggregate payments set forth in Section 3.2(b), which amount shall be set out in the Escrow Release Notice (provided that such amount will continue to be held by the Subscription Receipt Agent pursuant to the terms of this Agreement and such retained amount shall be retained first from any Earned Interest on the Escrowed Funds and any remaining balance in respect thereof shall be retained from the Escrowed Funds).

The Escrow Release Notice may be delivered up to one (1) Business Day prior to the scheduled Acquisition Closing Time, provided that if the Escrowed Funds are released pursuant to an Escrow Release Notice and the Acquisition Closing Time does not occur within one (1) Business Day of such release, the Corporation will cause such Escrowed Funds to be returned to the Subscription Receipt Agent as soon as reasonably practicable, and in any event within two (2) Business Days, and the Escrowed Funds will continue to be held by the Subscription Receipt Agent pursuant to the terms of this Agreement, pending receipt of another Escrow Release Notice or the occurrence of a Termination Event.

If the Acquisition Closing Time occurs on or prior to the occurrence of a Termination Event, the Corporation shall forthwith cause the Irrevocable Subscription Receipt Agent and Transfer Agent Direction to be delivered to the Subscription Receipt Agent. The Corporation shall promptly issue the Common Shares issuable pursuant to the Subscription Receipts, and the Corporation shall deliver the Common Shares issuable pursuant to the Subscription Receipts in accordance with the terms of this Agreement as soon as reasonably practicable and, in any case, make such delivery within three (3) Business Days following the Acquisition Closing Date.

Any Escrow Release Notice or Irrevocable Subscription Receipt Agent and Transfer Agent Direction delivered to the Subscription Receipt Agent shall be received by the Subscription Receipt Agent no later than 9:00 a.m. (Montréal time) on the day on which the funds are to be released or shares issued. Any Escrow Release Notice or Irrevocable Subscription Receipt Agent and Transfer Agent Direction received by the Subscription Receipt Agent after 9:00 a.m. (Montréal time) or received on a non-Business Day shall be deemed to have been given prior to 9:00 a.m. (Montréal time) on the next Business Day.

On the Acquisition Closing Date, the Corporation shall issue a press release confirming the Acquisition Closing Date has occurred and setting out the date on which the transfer register for the Subscription Receipts closed, and that the underlying Common Shares have been issued through the facilities of CDS in accordance with Section 3.2.

Issue of Common Shares and Payment Thereon

If the Acquisition Closing Time occurs on or prior to the occurrence of a Termination Event and Common Shares are issued in accordance with Section 3.1(d), such Common Shares shall be and shall be deemed to be issued to the Receiptholder in accordance with the right of such holder to receive Common Shares as described in Section 2.2(e)(i) (which right shall be and shall be deemed to be irrevocably exercised on the delivery of the Irrevocable Subscription Receipt Agent and Transfer Agent Direction as provided in Section 3.1(d)) and such Common Shares shall be deemed to be issued at the Acquisition Closing Time, notwithstanding that a certificate or a Book-Entry Only System customer confirmation therefor may not yet have been issued or entered, as the case may be, and the Persons to whom such Common Shares are to be issued in accordance with the provisions of this Agreement shall be deemed to have become the holders of record of such Common Shares at the Acquisition Closing Time.

If the Acquisition Closing Time occurs on or prior to the occurrence of a Termination Event and Common Shares are issued in accordance with Section 3.1(d), a Receiptholder shall be entitled to, from and after the Acquisition Closing Time, but shall receive no earlier than on the third (3rd) Business Day following the Acquisition Closing Date, an amount in cash in respect of each of such holder’s Subscription Receipts equal to a Dividend Equivalent Payment, if any, less applicable withholding taxes, provided that to the extent that this amount, if any, includes amounts in respect of Common Share Dividends for which any Common Share Dividend Record Date has occurred but which has not yet been paid, such amount shall not be payable to holders, unless the Corporation otherwise elects, until the date such Common Share Dividends are paid to shareholders of the Corporation; and provided further that any applicable portion of a Dividend Equivalent Payment shall be satisfied by the Subscription Receipt Agent no later than the third (3rd) Business Day following the Acquisition Closing Date or the date Common Share Dividends are paid to shareholders of the Corporation, as applicable. Such Dividend Equivalent Payments shall first be paid by way of a pro rata share of any Earned Interest, and any remaining balance shall be paid out of the Escrowed Funds as a refund of a portion of the Subscription Price for each Subscription Receipt held.

Effective immediately after the Common Shares have been issued as contemplated in Sections 3.1(d) and 3.2(a), and any Dividend Equivalent Payment due has been paid to Receiptholders as contemplated in Section 3.2(b), the Subscription Receipts relating thereto shall be void and of no value or effect.

The obligation to make the payment of the amounts specified in Section 3.2(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.2(b) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three (3) Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Montréal time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to the amounts specified in Section 3.2(b), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.

The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.2(b) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.

Upon the mailing or delivery of any cheque, wire transfer or LVTS as provided in Section 3.2(d) (and provided such cheque has been honoured for payment, if presented for payment within six (6) months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.2(b) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, and in any event within three Business Days, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.

Payment on Termination

If a Termination Event occurs, then:

the Corporation shall forthwith notify the Subscription Receipt Agent thereof and shall issue a press release setting forth the occurrence of the Termination Event;

the Receiptholders’ subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription Receipt, shall be automatically terminated and cancelled and each Receiptholder shall be entitled to receive only, no later than on the third (3rd) Business Day following the Termination Event:

a payment in the amount of $31.25 in respect of each of such holder’s Subscription Receipts; and

such holder’s pro rata portion of the aggregate of any Earned Interest, less applicable withholding taxes;

if the Escrowed Funds in the Subscription Proceeds Account are not sufficient to meet the payment required by Section 3.3(a)(ii), the Subscription Receipt Agent shall only make payments under Section 3.3(a)(ii) to the extent of the monies available in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.5. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third (3rd) Business Day following the Termination Date; and

Subscription Receipt registers shall be closed at the close of business on the Termination Date.

The obligation to make the payment of the amounts specified in Section 3.3(a)(ii) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three (3) Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Montréal time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.

The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.

Upon the mailing or delivery of any cheque, wire transfer or LVTS as provided in Section 3.3(b) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.

Cancellation of Surrendered Subscription Receipt Certificates

Additional Payments by the Corporation

Claim against the Corporation

Pursuant to this Agreement, Receiptholders have a claim against the Corporation to be issued one Common Share (subject to adjustment pursuant to Article 5.1 of this Agreement) for each Subscription Receipt held plus any Dividend Equivalent Payment, less applicable withholding taxes if the Escrow Release Conditions are satisfied and the Acquisition Closing Time occurs prior to the occurrence of a Termination Event (the Issuance Right) or, if the Termination Date occurs, to be reimbursed an amount equal to the Subscription Price for each Subscription Receipt held by the Receiptholder plus an amount equal to the Earned Interest thereon less applicable withholding taxes (the Refund Right).

Until the Issuance Right or the Refund Right arises, Receiptholders will not be entitled to assert a claim against the Corporation pursuant to Section 3.6(a) unless, prior to the date on which the Issuance Right or the Refund Right, as the case may be, has been satisfied:

the Corporation makes a general assignment for the benefit of creditors or any proceeding is instituted by the Corporation seeking relief on its behalf as a debtor or to adjudicate it a bankrupt or insolvent or seeking liquidation, winding-up, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or seeking appointment of a receiver, receiver and manager, trustee, custodian or similar official for it or any substantial part of its property and assets or the Corporation takes any action to authorize any of the actions set forth above; or

the Corporation shall be declared bankrupt, or a receiver, receiver and manager, trustee, custodian or similar official shall be appointed for the Corporation or any substantial part of the property or assets of the Corporation or distress or execution of any similar process is levied or enforced on such property or assets and remains unsatisfied for such period as would permit such property or such part thereof to be sold thereunder, in which events the Refund Right shall be deemed to have occurred and the Receiptholders shall be entitled to payment of the amounts payable according to Section 3.3.

Investment of Proceeds

Until released in accordance with this Agreement, the Escrowed Funds shall be kept segregated in the records of the Subscription Receipt Agent and shall be invested in interest-bearing or discount debt obligations denominated in Canadian dollars issued or guaranteed by the Government of Canada or a province of Canada or a Canadian chartered bank provided that such obligation is rated at least R1 (middle), in respect of short-term obligations, or A, in respect of long-term obligations, by DBRS Inc. or a similar rating service or such other investments that the Subscription Receipt Agent is able to effect, and as directed jointly in writing by the Corporation and the Investor. Such written direction to the Subscription Receipt Agent shall be provided no later than 10:00 a.m. (Montréal time) on the day on which the investment is to be made. Any written direction received by the Subscription Receipt Agent after 10:00 a.m. or on a day which is not a Business Day, shall be deemed to have been given prior to 10:00 a.m. on the next succeeding Business Day. The Corporation and the Investor hereby jointly direct the

All Earned Interest received from the investment of the Escrowed Funds shall be credited to, and shall become a part of, the Escrowed Funds (and any bank charges and similar fees as well as losses, if any, on such investments shall be debited to the Escrowed Funds).

All Escrowed Funds held by the Subscription Receipt Agent pursuant to this Agreement shall be held by the Subscription Receipt Agent solely as agent and bailee on behalf of the Receiptholders, and for certainty shall not form part of the property, estate, assets, undertaking or effects of the Subscription Receipt Agent. The delivery of the Escrowed Funds to the Subscription Receipt Agent shall not give rise to a debtor-creditor or other similar relationship between the Subscription Receipt Agent and the Receiptholders.

The Escrowed Funds held by the Subscription Receipt Agent pursuant to this Agreement are the sole risk of the Receiptholders, and, without limiting the generality of the foregoing, the Subscription Receipt Agent shall have no responsibility or liability for any diminution of the Escrowed Funds which may result from any investments (including any deposits) made pursuant to this Section 4.1, and any credit or other losses on any investments liquidated or sold prior to maturity. Each of the Corporation and the Investor acknowledges and agrees that the Subscription Receipt Agent acts prudently in depositing the Escrowed Funds at the Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such bank.

The Corporation, the Investor and the Subscription Receipt Agent acknowledge and agree that for all income tax purposes the Investor shall be regarded as the owner of the Escrowed Funds at all times prior to the Acquisition Closing Date or the Termination Date, as applicable. The Corporation and the Investor agree to provide the Subscription Receipt Agent with their certified tax identification number and others forms, documents and information that the Subscription Receipt Agent may request in order to fulfill any tax reporting function. The Subscription Receipt Agent shall cause all information returns, slips and all other tax filings required to be prepared in respect to the Earned Interest as prescribed by applicable law.

Segregation of Proceeds

Third Party Interest

Adjustments

Common Share Reorganization. If, at any time after the date hereof and before the Acquisition Closing Date, the Corporation subdivides, redivides or changes its outstanding Common Shares into a greater number of Common Shares or reduces, combines or consolidates its outstanding Common Shares into a lesser number of Common Shares, or issues Common Shares to all or substantially all the holders of Common Shares by way of a stock distribution, stock dividend or otherwise (any of such events being called a Common Share Reorganization), then the number of underlying Common Shares with respect to each Subscription Receipt shall be adjusted as of the record date at which the holders of Common Shares are determined for the purpose of the Common Share Reorganization by multiplying the number of underlying Common Shares theretofore obtainable immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on the record date after giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding on the record date before giving effect to such Common Share Reorganization.

Capital Reorganization. If, at any time after the date hereof and before the Acquisition Closing Date, there is a reclassification of Common Shares at any time outstanding or a change of the Common Shares into other shares or into other securities (other than a Common Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares or into other securities), or a transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another entity, or if a record date for any of the foregoing events occurs, (any of such events being herein called a Capital Reorganization), any Receiptholder who would otherwise be entitled to receive Common Shares pursuant to Subscription Receipts then held after the record date or effective date of such Capital Reorganization will be entitled to receive, and will accept for the same aggregate consideration, in lieu of the number of Common Shares to which such Receiptholder was otherwise entitled, the aggregate number of shares, units, warrants, other securities or other property which such Receiptholder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date of such Capital Reorganization, the Receiptholder had been the registered holder of the number of Common Shares to which such Receiptholder was theretofore entitled with respect to the Subscription Receipts. If determined appropriate by the Corporation, acting reasonably, appropriate adjustments will be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Article 5 with respect to the rights and interests thereafter of the Receiptholders to the extent that the provisions set forth in this Article 5 will thereafter correspondingly be made applicable as nearly as may be reasonable in relation to any securities or property thereafter deliverable pursuant to the terms of any Subscription Receipt. Any such adjustments will be made by and set forth in terms and conditions supplemental hereto approved by the Corporation, acting reasonably, and,

Special Distributions. If at any time after the date hereof and before the Acquisition Closing Date, the Corporation issues or distributes to the holders of all or substantially all of the outstanding Common Shares, securities of the Corporation, including rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares or property or assets, including evidences of indebtedness, and other than as a result of a Common Share Reorganization or a Capital Reorganization, or a record date for any of the foregoing events occurs, there will be an appropriate adjustment in the number of Common Shares to be issued pursuant to Subscription Receipts or, at the option of the Corporation, such securities, property or assets may be issued to the Subscription Receipt Agent and delivered to the Receiptholders and, for the same aggregate consideration payable, if any, in addition to the number of Common Shares to which such Receiptholder was theretofore entitled, the Receiptholder will be entitled to receive such securities, property or assets as if on the record date at which holders of Common Shares are determined for the purpose thereof, such Receiptholder had been the registered holder of the number of Common Shares to which the Receiptholder was then entitled.

The adjustments provided for in this Section 5.1 are cumulative and shall apply (without duplication) to successive subdivisions, consolidations, changes, distributions, issues or other events resulting in adjustment under the provisions of this Section 5.1.

If the Corporation, after the date hereof, takes any action affecting the Common Shares, other than the actions described in this Section 5.1, which, in the reasonable opinion of the directors of the Corporation, would materially affect the rights of the Receiptholders or the rights attached to the Subscription Receipts, then the number of Common Shares which are to be received pursuant to the Subscription Receipts shall be adjusted in such manner, if any, and at such time as the directors of the Corporation may, in their discretion but subject, for greater certainty, to the prior approval of the TSX and the NYSE, reasonably determine to be equitable to the Receiptholders in such circumstances, taking into account, amongst other things, the position of such Receiptholders if they had been the registered holders of the Common Shares to which they were theretofore entitled.

No Adjustment

Notwithstanding anything to the contrary in this Article 5, no adjustment shall be made pursuant to this Agreement in the rights attached to the Subscription Receipts upon the issue of Common Shares pursuant to any share option plan, share purchase plan, dividend reinvestment plan, restricted share unit plan, performance share unit plan or other incentive plan in force from time to time for officers, directors, employees, consultants or shareholders of the Corporation or its subsidiaries, in connection with the Acquisition and the financing thereof (including, for greater certainty, in respect of any subscription receipts or Common Shares issued to the Other Investor), or pursuant to any agreement (including any loan agreement), share option, warrant or other right (including anti-dilution or preemptive rights) to receive or purchase Common Shares granted by the Corporation prior to the date of this Agreement and no adjustment shall be made pursuant to this Agreement in the rights attached to the Subscription Receipts further to purchases of Common Shares by the Corporation under a normal course issuer bid.

Notwithstanding anything to the contrary in this Article 5, no adjustment in the number of Common Shares to be issued pursuant to the Subscription Receipts shall be required unless the adjustment would result in a change of at least 0.01% of the number of Common Shares to be issued pursuant to the Subscription Receipts, provided, however, that any adjustments that, except for the provisions of this Section 5.2(b) would otherwise have

Notwithstanding anything to the contrary in this Article 5, no adjustment in the number of Common Shares to be issued pursuant to the Subscription Receipts shall be made in respect of any events described in Article 5 if the holders of the Subscription Receipts are entitled to participate in the events on the same terms, mutatis mutandis, as if the Common Shares issuable pursuant to the terms of their Subscription Receipts had been automatically issued immediately prior to the effective date or record date of the events. For greater certainty, any such participation by Receiptholders in situations described in this Section 5.2(c) shall be subject to the approval of the TSX and the NYSE.

If the Corporation shall set a record date to determine the holders of Common Shares for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with Article 5 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the number of Common Shares to be issued pursuant to the Subscription Receipts shall be required by reason of the setting of the record date.

Determination by Corporation’s Auditors

Proceedings Prior to any Action Requiring Adjustment

Certificate of Adjustment

Protection of Subscription Receipt Agent

shall not at any time be under any duty or responsibility to any Receiptholder to determine whether any facts exist which may require any adjustment contemplated by Section 5.1, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same;

shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of any shares or other securities or property which may at any time be issued or delivered pursuant to the terms of any Subscription Receipt; and

shall not be responsible for any failure of the Corporation to make any payment or to issue, transfer or deliver Common Shares or certificates representing Common Shares upon the surrender of any Subscription Receipts for the purpose of the issuance of Common Shares pursuant to their terms or to comply with any of the covenants contained in this Article 5.

Optional Purchases by the Corporation

General Covenants

The Corporation covenants with the Subscription Receipt Agent and the Investor that so long as any Subscription Receipts remain outstanding:

it will use its reasonable best efforts to maintain its existence;

it will make all requisite filings under applicable Canadian and United States securities legislation including those necessary to remain a reporting issuer not in default in each of the provinces of Canada;

it will promptly announce by press release the occurrence of the Acquisition Closing Date or the Termination Date, as the case may be, in accordance with Section 3.1(f) or Section 3.3(a)(i), as the case may be;

generally, it will use commercially reasonable efforts to perform and carry out all of the acts or things to be done by it as provided in this Agreement;

it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon exchange of the Subscription Receipts;

it will cause the Common Shares from time to time acquired upon exchange of the Subscription Receipts to be duly issued as fully paid and non-assessable shares and delivered in accordance with the Subscription Receipts and the terms hereof;

it will use its commercially reasonable efforts to ensure that the Common Shares continue to be listed and posted for trading on the TSX and the NYSE; and

with respect to any notices to be given or other acts to be performed or which may be given or performed by any Investor under or pursuant to this Agreement, it shall provide to the Investor in a timely manner all such information and documents as the Investor may reasonably request and is within the knowledge or control of the Corporation in order to verify the factual circumstances relating to such notices or acts and, if requested, such information shall be certified correct by the Corporation.

Subscription Receipt Agent’s Remuneration, Expenses and Indemnification

The Corporation covenants that it will pay to the Subscription Receipt Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Subscription Receipt Agent upon receipt of an invoice for all reasonable expenses, disbursements and advances incurred or made by the Subscription Receipt Agent in the administration or execution of this Agreement (including the reasonable compensation and the disbursements of its counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Subscription Receipt Agent hereunder shall be finally and fully performed, except any such expense, disbursement or advance as may arise out of or result from the Subscription Receipt Agent’s negligence, wilful misconduct or bad faith. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Subscription Receipt Agent against unpaid invoices and shall be payable on demand. This Section 6.3(a) shall survive the resignation of the Subscription Receipt Agent and/or the termination of this Agreement.

The Corporation hereby indemnifies and saves harmless the Subscription Receipt Agent and its officers, directors, employees and agents from and against any and all liabilities, losses, costs, claims, actions, demands, suits, proceedings, damages, charges, assessments, judgments and expenses (including reasonable expert consultant and legal fees and disbursements on a solicitor and client basis) whatsoever which may be brought against the Subscription Receipt Agent or which it may suffer or incur as a result or arising out of the performance of its duties and obligations under this Agreement, save only in the event of the negligence, wilful misconduct or bad faith of the Subscription Receipt Agent. It is understood and agreed that this indemnification shall survive the termination or the discharge of this Agreement or the resignation or replacement of the Subscription Receipt Agent.

Performance of Covenants by Subscription Receipt Agent

Accounting

Payments by Subscription Receipt Agent

Anti-Money Laundering and Privacy

The Subscription Receipt Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Subscription Receipt Agent, in its sole judgment, acting reasonably, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist legislation or economic sanctions legislation, regulation or guideline. Further, should the Subscription Receipt Agent, in its sole judgment, acting reasonably, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist legislation or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on 10 days prior written notice sent to the Corporation hereby provided that:

the Subscription Receipt Agent’s written notice shall describe the circumstances of such non-compliance; and

that if such circumstances are rectified to the Subscription Receipt Agent’s satisfaction within such 10 day period, then such resignation shall not be effective.

Each Party acknowledges that the Subscription Receipt Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such Parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

to provide the services required under this Agreement and other services that may be requested from time to time;

to help the Subscription Receipt Agent manage its servicing relationships with such individuals;

to meet the Subscription Receipt Agent’s legal and regulatory requirements; and

if Social Insurance Numbers are collected by the Subscription Receipt Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

Regulatory Matters

Suits by Receiptholders

Immunity of Shareholders, etc.

Limitation of Liability

Right to Convene Meetings

Notice

Chairman

Quorum

Power to Adjourn

Show of Hands

Poll and Voting

On every Extraordinary Resolution, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chairman or by one or more of the Receiptholders acting in person or by proxy and holding at least 5% of the then outstanding Subscription Receipts, a poll shall be taken in such manner as the chairman shall direct. Questions other than those required to be determined by Extraordinary Resolution shall be decided by a majority of the votes cast on the poll.

On a show of hands, every Person who is present and entitled to vote, whether as a Receiptholder or as proxy for one or more absent Receiptholders, or both, shall have one vote. On a poll, each Receiptholder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Common Share he is entitled to receive pursuant to the Subscription Receipt(s) then held or represented by him. A proxy need not be a Receiptholder. In the case of joint holders, any

Regulations

the setting of the record date for a meeting of Receiptholders for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting;

the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named Person and will remain on deposit until after the meeting, which voting certificate shall entitle the Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein;

the deposit of voting certificates and instruments appointing proxies at such place and time as the Subscription Receipt Agent, the Corporation or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct;

the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, telecopied or electronically delivered before the meeting to the Corporation or to the Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting;

the form of the instrument of proxy; and

generally for the calling of meetings of Receiptholders and the conduct of business thereat.

Corporation and Subscription Receipt Agent may be Represented

Powers Exercisable by Extraordinary Resolution

to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Receiptholders or the Subscription Receipt Agent against the Corporation or against its undertaking, property and assets or any part thereof whether such rights arise under this Agreement or the Subscription Receipt Certificates or otherwise;

to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Receiptholders;

to direct or to authorize the Subscription Receipt Agent to enforce any of the covenants on the part of the Corporation contained in this Agreement or the Subscription Receipt Certificates or to enforce any of the rights of the Receiptholders in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;

to waive, and to direct the Subscription Receipt Agent to waive, any default on the part of the Corporation in complying with any provisions of this Agreement or the Subscription Receipt Certificates either unconditionally or on any conditions specified in such Extraordinary Resolution;

to restrain any Receiptholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Agreement or the Subscription Receipt Certificates or to enforce any of the rights of the Receiptholders;

to direct any Receiptholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Receiptholder in connection therewith;

to assent to any modification of, change in or omission from the provisions contained in the Subscription Receipt Certificates and this Agreement or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission, provided that such modification, change or omission will not prejudice the rights of the Receiptholders or the Subscription Receipt Agent;

with the consent of the Corporation (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new Subscription Receipt Agent to take the place of the Subscription Receipt Agent so removed; and

to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any Common Shares or other securities of the Corporation.

Meaning of Extraordinary Resolution

The expression “Extraordinary Resolution” when used in this Agreement means, subject as hereinafter provided in this Section 8.11 and in Section 8.14, a resolution proposed at a meeting of Receiptholders duly convened for that purpose and held in accordance with the provisions of this Article 8 at which there are present in person or by proxy not less than two Receiptholders holding more than 25% of the then outstanding Subscription Receipts and passed by the affirmative votes of Receiptholders holding not less than 66²⁄₃%

If, at any meeting called for the purpose of passing an Extraordinary Resolution, not less than two Receiptholders holding more than 25% of the then outstanding Subscription Receipts are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by Receiptholders or on a Receiptholders’ Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 14 or more than 30 days later, and to such place and time as may be appointed by the chairman of the meeting. Not less than seven days prior notice shall be given of the time and place of such adjourned meeting in the manner provided for in Section 11.2. Such notice shall state that at the adjourned meeting the Receiptholders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting:

if the Extraordinary Resolution purports to exercise any of the powers conferred pursuant to Section 8.10(a), (d), (g) or (i) or purports to change the provisions of this Section 8.11 or of Section 8.14 or purports to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Receiptholders in exercise of the powers referred to in this Section 8.11(b)(i), a quorum for the transaction of business shall consist of Receiptholders holding more than 25% of the then outstanding Subscription Receipts present in person or by proxy; and

in any other case, a quorum for the transaction of business shall consist of such Receiptholders as are present in person or by proxy.

At any adjourned meeting of Receiptholders as described in this Section 8.11, any resolution passed by the requisite votes as provided in Section 8.11(a) shall be an Extraordinary Resolution within the meaning of this Agreement notwithstanding that Receiptholders holding more than 25% of the then outstanding Subscription Receipts may not be present in person or by proxy at such adjourned meeting, except in relation to the matters contemplated by Section 8.11(b)(i).

Votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

Powers Cumulative

Minutes

Instruments in Writing

Binding Effect of Resolutions

Holdings by Corporation Disregarded

Provision for Supplemental Agreements for Certain Purposes

adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstances, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;

giving effect to any Extraordinary Resolution passed as provided in Article 8;

making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;

adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;

modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and

for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.

Rights and Duties of Subscription Receipt Agent

In the exercise of the rights and duties prescribed or conferred by the terms of this Agreement, the Subscription Receipt Agent shall exercise that degree of care, diligence and skill that a reasonably prudent subscription receipt agent would exercise in comparable circumstances. No provision of this Agreement shall be construed to relieve the Subscription Receipt Agent from liability for its own negligence, wilful misconduct or bad faith.

The obligation of the Subscription Receipt Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Subscription Receipt Agent or the Receiptholders hereunder shall be conditional on the Receiptholders furnishing, when required by notice by the Subscription Receipt Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Subscription Receipt Agent to protect and to hold harmless the Subscription Receipt Agent against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Agreement shall require the Subscription Receipt Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid.

The Subscription Receipt Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Receiptholders at whose instance it is acting to deposit with the Subscription Receipt Agent the Subscription Receipts held by them, for which Subscription Receipts the Subscription Receipt Agent shall issue receipts.

Every provision of this Agreement that by its terms relieves the Subscription Receipt Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of this Section 10.1 and of Section 10.2.

The Subscription Receipt Agent shall have no duties except those expressly set forth herein, and it shall not be bound by any notice of a claim or demand with respect to, or any waiver, modification, amendment, termination or rescission of, this Agreement, unless received by it in writing and signed by the other Parties and, if its duties herein are affected, unless it shall have given its prior written consent thereto.

The Subscription Receipt Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Agreement, which documentation does not require the exercise of any discretion or independent judgment.

The Subscription Receipt Agent shall incur no liability whatsoever with respect to the delivery or non-delivery of any certificates whether delivery by hand, mail or any other means.

The Subscription Receipt Agent shall not be responsible or liable in any manner whatsoever for the deficiency, correctness, genuineness or validity of any securities deposited with it.

The Subscription Receipt Agent shall not deduct its fees or any other amount it may be entitled to claim under Section 6.3 of this Agreement from the Escrowed Funds.

In addition to the reports, certificates, opinions and other evidence required by this Agreement, the Corporation shall furnish to the Subscription Receipt Agent such additional evidence of compliance with any provision hereof, and in such form, as the Subscription Receipt Agent may reasonably require by written notice to the Corporation.

In the exercise of its rights and duties hereunder, the Subscription Receipt Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Subscription Receipt Agent pursuant to any provision hereof or pursuant to a request of the Subscription Receipt Agent.

Whenever it is provided in this Agreement that the Corporation shall deposit with the Subscription Receipt Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the trust, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Subscription Receipt Agent take the action to be based thereon.

Proof of the execution of an instrument in writing, including a Receiptholders’ Request, by any Receiptholder may be made by the certificate of a notary public, or other officer with similar powers, that the Person signing such instrument acknowledged to the officer the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Subscription Receipt Agent may consider adequate.

The Subscription Receipt Agent may employ or retain such counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Subscription Receipt Agent.

Documents, Monies, etc. Held by Subscription Receipt Agent

Actions by Subscription Receipt Agent to Protect Interest

Subscription Receipt Agent not Required to Give Security

Protection of Subscription Receipt Agent

the Subscription Receipt Agent shall not be liable for or by reason of any statements of fact or recitals in this Agreement or in the Subscription Receipt Certificates (except the representation contained in Section 10.8 or in the certificate of the Subscription Receipt Agent on the Subscription Receipt Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;

nothing herein contained shall impose any obligation on the Subscription Receipt Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Agreement or any instrument ancillary or supplemental hereto;

the Subscription Receipt Agent shall not be bound to give notice to any Person of the execution hereof; and

the Subscription Receipt Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants herein contained or of any acts of any officers, employees, agents or servants of the Corporation.

Replacement of Subscription Receipt Agent; Successor by Merger

The Subscription Receipt Agent may resign its appointment and be discharged from all other duties and liabilities hereunder, subject to this Section 10.7, by giving to the Corporation not less than 60 days prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Receiptholders by Extraordinary Resolution shall have power at any time to remove the existing Subscription Receipt Agent and to appoint a new Subscription Receipt Agent. The Corporation and the Investor together may remove the existing Subscription Receipt Agent in the event that there are any changes, events or occurrences in respect of the Subscription Receipt Agent after the date hereof which the Corporation determines, acting reasonably, individually or in the aggregate, have a material adverse effect on the creditworthiness of the Subscription Receipt Agent or on the ability of the Subscription Receipt Agent to carry out its obligations under this Agreement. In the event of the Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Investor shall forthwith appoint a new subscription receipt agent unless a new subscription receipt agent has already been appointed by the Receiptholders; failing such appointment by the Investor, the retiring Subscription Receipt Agent or any Receiptholder may apply to a justice of the Superior Court of Québec on such notice as such justice may direct, for the appointment of a new subscription receipt agent; but any new subscription receipt agent so appointed by the

Upon the appointment of a successor subscription receipt agent, the Corporation shall promptly notify the Receiptholders thereof in the manner provided for in Article 11.

Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the corporate trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the Parties, provided that such corporation would be eligible for appointment as a successor subscription receipt agent under Section 10.7(a).

Any Subscription Receipt Certificates Authenticated but not delivered by a predecessor subscription receipt agent may be delivered by the successor subscription receipt agent in the name of the predecessor or successor subscription receipt agent.

Conflict of Interest

The Subscription Receipt Agent represents to the Corporation and the Investor that, to the best of its knowledge, at the time of execution and delivery hereof no material conflict of interest exists between its role as subscription receipt agent hereunder and its role in any other capacity and agrees that in the event of a material conflict of interest arising hereafter it will, within 30 days after ascertaining that it has such a material conflict of interest, either eliminate the same or assign its appointment as subscription receipt agent hereunder to a successor subscription receipt agent approved by the Corporation and meeting the requirements set forth in Section 10.7(a). Notwithstanding the foregoing provisions of this Section 10.8(a), if any such material conflict of interest exists or hereafter shall exist, the validity and enforceability of this Agreement and the Subscription Receipt Certificates shall not be affected in any manner whatsoever by reason thereof.

Subject to Section 10.8(a), the Subscription Receipt Agent, in its personal or any other capacity, may buy, lend upon and deal in securities of the Corporation and generally may contract and enter into financial transactions with the Corporation or any affiliated entity of the Corporation without being liable to account for any profit made thereby.

Acceptance of Appointment

Subscription Receipt Agent Not to be Appointed Receiver

Notice to the Corporation, Subscription Receipt Agent and the Investor

Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation, the Investor or the Subscription Receipt Agent shall be deemed to be validly given if delivered by postage prepaid, hand courier or if transmitted by email:

if to the Corporation:

General Counsel, Chief Compliance Officer and Corporate Secretary

▇▇▇▇▇▇-▇▇▇▇▇▇▇@▇▇▇.▇▇▇;

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇;

if to the Investor:

▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ Teo ▇▇▇ ▇▇▇▇ and Ang Teck Siang

▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇.▇▇

▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇.▇▇

▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇.▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇;

if to the Subscription Receipt Agent:

Manager, Corporate Trust Department

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇,

The Corporation, each Investor, or the Subscription Receipt Agent, as the case may be, may from time to time notify the other in the manner provided in Section 11.1(a) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation, the applicable Investor or the Subscription Receipt Agent, as the case may be, for all purposes of this Agreement.

Notice to Receiptholders

Any notice to the Receiptholders under the provisions of this Agreement shall be valid and effective if delivered or sent by letter or circular through the ordinary post addressed to such holders at their post office addresses appearing on the register hereinbefore mentioned and shall be deemed to have been effectively given on the date of delivery or, if mailed, two Business Days following actual posting of the notice.

If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Receiptholders hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered personally to such Receiptholders or if delivered to the address for such Receiptholders contained in the register of Subscription Receipts maintained by the Subscription Receipt Agent.

Ownership and Transfer of Subscription Receipts

Evidence of Ownership

Upon receipt of a certificate of any bank, trust company or other depositary satisfactory to the Subscription Receipt Agent stating that the Subscription Receipts specified therein have been deposited by a named Person with such bank, trust company or other depositary and will remain so deposited until the expiry of the period specified therein, the Corporation and the Subscription Receipt Agent may treat the Person so named as the owner, and such certificate as sufficient evidence of the ownership by such Person of such Subscription Receipt during such period, for the purpose of any requisition, direction, consent, instrument or other document to be made, signed or given by the holder of the Subscription Receipt so deposited.

The Corporation and the Subscription Receipt Agent may accept as sufficient evidence of the fact and date of the signing of any requisition, direction, consent, instrument or other document by any Person:

the signature of any officer of any bank, trust company, or other depositary satisfactory to the Subscription Receipt Agent as witness of such execution;

the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded at the place where such certificate is made that the Person signing acknowledged to him the execution thereat; or

a statutory declaration of a witness of such execution.

Satisfaction and Discharge of Agreement

Upon the earlier of:

the issue of certificates or Book-Entry Only System customer confirmations representing Common Shares and the payment of all monies required as provided in Section 3.2; or

the payment of all monies required where a Termination Event occurs as provided in Section 3.3,

Other Investor Subscription Receipt Agreement

Provisions of Agreement and Subscription Receipts for the Sole Benefit of Parties and Receiptholders

Subscription Receipts Owned by the Corporation or its Subsidiaries—Certificate to be Provided

Effect of Execution

Time of Essence

Termination

Force Majeure

Notice of Issue

Counterparts

E-Sign

This is Schedule 2.2(b) to a Subscription Receipt Agreement made as of March 4, 2021 among CAE Inc., Coral Blue Investment Pte. Ltd. and Computershare Trust Company of Canada, as Subscription Receipt Agent

if the Escrow Release Conditions are satisfied and the Acquisition Closing Time occurs prior to the occurrence of a Termination Event, to receive, without any further action required by the holder hereof and without payment of additional consideration, one Common Share in the capital of the Issuer, together with the Dividend Equivalent Payment, if any, less any applicable withholding taxes; or

if a Termination Event occurs, to receive an amount equal to the sum of the Subscription Price and such holder’s pro rata portion of the aggregate of any Earned Interest;

By:

By:

Name:

Name:

Title:

Title:

By:

Name:

Title:

This is Schedule 3.1(a) to a Subscription Receipt Agreement made as of March 4, 2021 among CAE INC., Coral Blue Investment Pte. Ltd. and Computershare Trust Company of Canada, as Subscription Receipt Agent

             COMPUTERSHARE TRUST COMPANY OF CANADA

TO:     THE INVESTOR

COMPUTERSHARE TRUST COMPANY OF CANADA