DATED AS OF MAY 4, 2020 GLOBAL CROSSING AIRLINES INC. - and - GEM YIELD BAHAMAS LIMITED - and - GEM GLOBAL YIELD LLC SCS - and - THE SHARE LENDERS SHARE SUBSCRIPTION AGREEMENT

Global Crossing Airlines Inc., a company incorporated under the laws of Delaware, having an office at ▇▇▇▇ ▇▇ ▇▇^▇▇ ▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Company”);

GEM GLOBAL YIELD LLC SCS, (together with its permitted successors and assigns), a company incorporated under the laws of Luxembourg whose registered office is at 412F, route ▇’▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the “Investor”);

GEM Yield Bahamas Limited, a company incorporated in the Bahamas whose principal place of business is at Office of ▇▇▇▇▇▇ ▇▇▇▇▇ Corporate Services Limited, Bayside Executive Park, Building ▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇-▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ of New Providence, Commonwealth of the Bahamas (“GYBL”); and

The persons whose names and addresses are set out in Schedule 2 of this Agreement (the “Share Lenders”).

The Company is contemplating an RTO (as defined below).

The Investor wishes to subscribe, on the terms and subject to the conditions set out in this Agreement, for securities of the Resulting Company (as defined below) with an aggregate purchase price of up to CDN $100,000,000.

The Share Lenders wish, on the terms set out in this Agreement, to lend Common Shares (as defined herein) to the Investor.

DEFINITIONS

The following terms used in this Agreement shall, unless the context otherwise requires, bear the following meanings:

“Acceptance Notice”

“Acceptance Period”

“Affiliate”

“Applicable Jurisdictions”

“Applicable Securities Laws”

“Applicable Securities Regulators”

“Black Scholes Value”

means the value of any Warrants (whether issued or to be issued) based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg reflecting (i) a risk-free interest rate corresponding to the treasury rate for a period equal to the term of such Warrants, (ii) an expected volatility equal to the greater of sixty per cent (60%) and the one hundred (100)-day volatility obtained from the HVT function on Bloomberg as of the date of calculation, and (iii) the underlying price per Common Share used in such calculation shall be the Closing Price on the date of calculation;

“Bloomberg”

“Business Day”

“CDN”

“Change of Control”

“Closing Date”

“Closing Price”

“Commitment Period”

“Common Shares”

“Daily Trading Volume”

“Draw Down Maximum”

the maximum number of Common Shares which can be stated in each Draw Down Notice such that:

(i)  the number does not exceed 1,000 per cent of the average Daily Trading Volume during the 15 Trading Days immediately preceding the date of the relevant Draw Down Notice; and

(ii)  the number does not exceed such amount as, when multiplied by 90 per cent of the Closing Price on the Trading Day immediately prior to the issue of the relevant Draw Down Notice, and then added to the aggregate Purchase Price of all the Common Shares subscribed for pursuant to all prior closings, would be greater than CDN $100,000,000;

“Draw Down Notice”

“Draw Down Pricing Period”

“Exchange”

“Excluded Day”

“Fee”

“Floor Price”

“Group”

“Investor’s Brokerage Account”

“Lien”

“Listing”

“Listing Rules”

“Loan”

“Loan Shares

“Market Out”

“Market Price”

“Material Adverse Event”

“Material Change in Ownership”

“Notice Date”

“Person”

“Promissory Note”

“Purchase Price”

“Rejection Notice”

“Resulting Company”

means the company resulting from the RTO, for

greater certainty, the Resulting Company may mean the Company if the Company is the surviving entity of the RTO;

“Required Approvals”

“RTO”

“Securities”

“Securities Act”

“Settlement System”

the system for electronic settlement of trades in Common Shares on the Exchange operated by CDS Canadian Clearing and Depository Services Inc. or other relevant entity with respect to a different Exchange on which the Common Shares are listed or jurisdiction in which the Common Shares are listed;

“Share Lender Purchase Notice”

“Solvent”

“Subscription Amount”

subject to the Draw Down Maximum, the aggregate number of Common Shares stated in each Draw Down Notice (which number may be different in each Draw Down Notice) that the Company wishes the Investor to subscribe for;

“Subscription Day”

“Subsidiary”

“Trading”

“Trading Day”

“Underlying Common Shares”

“United States”and “U.S. Person”

shall have the respective meanings set out in

Regulation S Rule 902(k) under the Securities Act;

“Variation”

“Warrant Agreement”

the warrant agreement in respect of Warrants to be entered into pursuant to this Agreement in the form set out in Exhibit F;

“Warrant Delivery Date”

“Warranties”

“Warrants”

“Warrants Payment”

References to clauses, Schedules and Exhibits are, save where the context otherwise requires, to clauses of and schedules and exhibits to this Agreement.

DRAW DOWN NOTICE

Delivery of Draw Down Notice

specify the Floor Price and the Subscription Amount (as inserted by the Resulting Company); and

be delivered on each occasion in the form of a duly completed Exhibit A.

Conditions Precedent to the Delivery of a Draw Down Notice

The RTO has been completed to the satisfaction of the Investor, acting reasonably;

To the satisfaction of the Investor, the Resulting Company (if it is not the Company) has intervened into this Agreement and become a party hereto;

the Company shall have delivered, and the Investor shall have received originals, of this Agreement and the Promissory Note duly executed by the Company, and those agreements remain in full force and effect, enforceable against the Company and the Resulting Company in accordance with their terms and the Share Lenders shall have delivered and the Investor shall have received an original of this Agreement duly executed by the Share Lenders, and this Agreement shall remain in full force and effect, enforceable against the Share Lenders in accordance with its terms;

the Share Lenders shall have delivered the Common Shares, free trading and unrestricted, to which the Draw Down Notice relates in electronic form into the account of the Investor;

the Promissory Note has been duly executed and delivered to the Investor;

the Resulting Company has obtained all the Required Approvals in respect of the particular placement (in a form reasonably acceptable to the Investor) and such Required Approvals are in full force and effect such that 200 per cent of the number of Common Shares contemplated by the Draw Down Notice (or, if 90 per cent of the Closing Price on the Trading Day on which a Draw Down Notice is sent when (i) multiplied by 200 per cent of the number of Common Shares contemplated by the Draw Down Notice and (ii) added to the aggregate Purchase Price of all Common Shares already issued pursuant to Closing Notices would exceed CDN $100,000,000, such smaller number of Common Shares (being not less than 50 per cent of the number of Common Shares contemplated by the Draw Down Notice) as is capable of being issued without exceeding such CDN $100,000,000 limit) may be duly allotted and issued to the Investor;

the issuance of Common Shares to the Investor will not require the Company to obtain the approval of its shareholders;

the Common Shares remain Listed on the Exchange;

the representations and warranties of the Company and the Resulting Company contained herein are true and correct in all material respects as of the relevant Subscription Day as repeated at that time by and with respect to the Company and the Resulting Company (except that representations and warranties that are expressed by their terms to be made as of a specific date need be true in all respects only as of such date);

the Company and the Resulting Company and each Share Lender, have performed, satisfied and complied in all material respects with all covenants, obligations, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company and the Resulting Company or the Share Lender (as the case may be) at or prior to the date of the Draw Down Notice;

no inquiry, investigation or other proceeding, whether formal or informal, has been commenced, announced or threatened, no order has been issued by any governmental or regulatory organisation or stock exchange and there has been no change of law or policy, or the interpretation or administration thereof, which operates or could operate to prevent, suspend, hinder, delay, restrict or otherwise have a significant adverse effect on the transactions contemplated by the Agreement or which could have a material adverse effect on the Investor;

Listing of the Common Shares has not been suspended or threatened to be suspended by the Exchange during the 20 Trading Days prior to the relevant Subscription Day;

there shall have been no reasonable allegation of fraud committed by or on the part of the Company or the Resulting Company, their officers, directors or shareholders and affiliates or their respective officers or directors;

no Material Adverse Event or Material Change in Ownership has occurred or is reasonably expected to occur; and

the Draw Down Maximum has not been reached.

Acceptance or Rejection of Draw Down Notice

Investor shall, subject to clause 2.3, within a period of either 10 Trading Days from the receipt of a Draw Down Notice from the Resulting Company, as elected by the Investor, (the period, as elected being the “Acceptance Period”) accept or, if any condition set forth in clause 2.2 has not been met or a Market Out event has occurred, reject the Draw Down Notice.

Investor will wire the required funds to the Resulting Company in accordance with particulars provided by the Resulting Company from time to time on the first Trading Day after the expiry of an Acceptance Period.

In the event that the Common Shares to which the Draw Down Notice relates exceed the Drawn Down Maximum, Investor shall not be obligated to accept the Draw Down Notice with respect to the number of shares that exceed the Draw Down Maximum (the “Excess Amount”) and the Draw Down Notice shall automatically be null and void with respect to such Excess Amount upon providing notice thereof to the Resulting Company and for greater certainty, the Acceptance Period shall be deemed to have expired in respect of such Excess Amount.

In the event that the Common Shares to which the Draw Down Notice relates do not exceed the Draw Down Maximum, and the right of Market Out does not exist, no later than the last Business Day of an Acceptance Period, the Investor shall issue an “Acceptance Notice” in the form set forth as Exhibit C hereto. The Acceptance Notice shall specify how many Common Shares the Investor is purchasing, which shall be up to 200% of the Common Shares in any Draw Down Notice (and such total shall be subject to the dilution limits under the rules and policies of the Exchange). The Investor shall not be obligated to subscribe more than 50% of the Common Shares in any Draw Down Notice.

In the circumstances in which the Market Out right exists, the Investor may deliver a “Rejection Notice” in the form set forth in Exhibit D hereto. In circumstances where the Investor has delivered a Rejection Notice to the Resulting Company, the Investor shall have the right, which right shall exist so long as this Agreement is in force, to elect to purchase Common Shares directly from the Share Lenders upon three Business Days’ notice to the Share Lenders (the “Share Lender Purchase Notice” in the form set forth as Exhibit E hereto). The Share Lender Purchase Notice shall specify how many Common Shares the Investor is purchasing, which shall be between 50 per cent and 200 per cent of the Common Shares contemplated by the Draw Down Notice less 1/15^th of the total shares for each Excluded Day. In the event that Investor elects to purchase the Common Shares directly from the Share Lenders, Investor and the Share Lenders hereby agree that, within three Business Days of the Share Lender Purchase Notice, Investor shall wire to one or more accounts designated by the Share Lenders an amount or amounts equal to the purchase price therefor. The price for the Common Shares so purchased from the Share Lenders shall be the Purchase Price.

For the purpose of calculating the obligation of the Investor during an Acceptance Period, if there has been a Material Adverse Event on any Trading Day during an Acceptance Period, the Investor shall be entitled, at its sole discretion, to elect to treat such Trading Day and any further Trading Day following such Trading Day during the relevant Acceptance Period as an Excluded Day.

In the event where there is a Excluded Day, this day shall be excluded from the average price calculation and the Investor’s purchase obligation shall be reduced by 1/15^th .

Fee

Upon completion of the RTO, the Resulting Company shall pay to GYBL a fee equal to two percent (2%) of the aggregate Purchase Price, being CDN $2,000,000 (the “Fee”). The Fee is payable, whether or not any Draw Down Notices have been delivered, as follows:

the first 25% of the Fee shall be paid within12 months from the date of this Agreement;

an additional 25% of the Fee shall be paid within 18 months from the date of this Agreement; and

the rest of 50% of the Fee shall be paid within 24 months from the date of this Agreement;

The Fee and the interest under clause 2.4(h) may be paid in cash or by the issuance of unrestricted, freely tradable Common Shares loaned pursuant to the share lending mechanism set out in this Agreement, at the five (5) day VWAP Price of the Common Shares of the Resulting Company on the Exchange;

The Company shall, on the date of this Agreement, provide a Promissory Note as evidence of its obligation to pay the Fee (in cash or in shares as set out above) and the Resulting Company shall provide a Promissory Note in replacement thereof at completion of the RTO.

The Investor shall be entitled to set off, on behalf of GYBL, subject to the provisions of clauses (a) above, such Fee against the Purchase Price for any placement which the Investor shall be obligated to pay to the Company or the Resulting Company. Any such set off or assignment shall be without prejudice to any other rights or remedies which the Investor may have against the Company or the Resulting Company.

GYBL hereby represents, warrants and covenants to the Company that all actions by the GYBL hereunder shall at all times be in compliance with applicable laws in all material respects;

If for any reason:

the Company or the Resulting Company fails to comply with its obligations to pay the Fee;

the Company or the Resulting Company has breached in any material respect any representation, warranty, covenant or agreement contained in this Agreement and (if such breach is curable) such breach is not cured within ten (10) Business Days following receipt by the Company of notice of such breach or there has been any Material Adverse Event;

the Company or the Resulting Company ceases to carry on business at any time before the Fee is paid; or

any steps are taken by any person to initiate any form of bankruptcy, insolvency, wratorship, tutorship or administration proceedings in relation to the Company or the Resulting Company before the Fee is paid,

Notwithstanding the foregoing, in the event this Agreement is terminated by the Company or the Resulting Company pursuant to clause 8.4 below or if the Investor refuses to purchase Common Shares in connection with a Draw Down Notice delivered by the Resulting Company to the Investor pursuant to the terms and conditions of this Agreement for which the right of Market Out does not apply, the outstanding balance of the Fee at such time shall cease to be due and payable by the Company or the Resulting Company, to GYBL and the Promissory Note shall be terminated and duly surrendered by GYBL to the Company or the Resulting Company.

If any sum payable under this clause 2.4(a) is not paid on the due date of payment, interest shall accrue on such sum from and including the due date for payment to but excluding the date on which payment is made at a rate of 5 per cent above the base rate of Barclays Bank PLC from time to time.

SUBSCRIPTION FOR COMMON SHARES

Delivery of Draw Down Notice & Share Lending

the total number of Common Shares which shall be offered for loan (the “Loan”) (excluding any Common Shares which have already been loaned and which have not yet been returned to the relevant Share Lender by the Investor pursuant to such loan) (the “Loan Shares”) shall be equal to 100 per cent of the Subscription Amount;

the Investor shall be deemed to accept the Offer in full unless it shall have notified the Share Lenders otherwise on or prior to the date which is three (3) Trading Days after the date of the Draw Down Notice;

the Investor’s Brokerage Account to be used for each delivery of Loan Shares shall be designated by the Investor not later than two (2) Trading Days after the delivery of a Draw Down Notice;

the Share Lenders shall together deliver the Loan Shares to the Investor’s Brokerage Account promptly upon and, in any case, no later than three (3) Business Days from, being informed of the account information as contemplated by paragraph (c) above;

the Loan Shares shall be freely transferable and unrestricted. In the event that the Loan Shares are not freely tradable and unrestricted, the Draw Down Notice shall be null and void; and

subject to the reference to nominal consideration in the Recitals to this Agreement, the Share Lenders shall receive no consideration in connection with the Offer.

Further Terms of Share Lending

Subject to clause 3.5, each Loan shall be concluded for a term commencing on the date of delivery of the Loan Shares to the Investor and ending on the day on which the Investor shall have discharged its obligations in respect thereof.

The delivery of the Loan Shares to the Investor shall constitute a “loan” of the relevant securities, not a sale or other disposition of such securities, and accordingly beneficial ownership of the Loan Shares shall not pass to the Investor upon the delivery of the Loan Shares. Notwithstanding the foregoing sentence, until the date set for return of the Loan Shares under clause 3.2(d), the Investor shall have all of the incidents of ownership of the Loan Shares, including the right to transfer or trade the Loan Shares to others, except for the voting rights attached to the Loan Shares, which rights shall remain with the Share Lenders.

Where the number of Loan Shares transferred to the Investor by the Share Lenders in connection with a Draw Down Notice is greater than the Subscription Amount specified in the corresponding Draw Down Notice, the Investor shall return to the Share Lender any Loan Shares received in excess of the Subscription Amount without undue delay, but in any case by no later than the first Business Day on which the Settlement System is in operation following the Closing Date.

Immediately upon the Investor being issued Common Shares directly by the Company pursuant to this Agreement, the Investor shall use such Common Shares towards the repayment of any balance of the relevant Loan by transferring (or instructing a third party to transfer) a number of Common Shares which is equal to the number of outstanding Loan Shares to the Share Lenders.

Where there is at any time more than one Share Lender, (i) their obligations under this Agreement are undertaken by them jointly and severally; and (ii) subject to clause 3.5, the Share Lenders shall be responsible for telling the Investor to which of them any Common Shares are to be transferred or rights to receive Common Shares are to be assigned and any Loan Shares are to be returned.

Subscription Closing

the satisfaction (or waiver in writing by the Investor) of the conditions set out in clause 2.2 as at the Subscription Day;

the subscription and payment for the Common Shares pursuant to the relevant fully completed and duly executed Draw Down Notice and the Listing of such Common Shares not being prohibited or enjoined (temporarily or permanently) by any applicable law or governmental or other regulation including the Listing Rules (other than by reason of the Investor’s breach of its representations, warranties and/or undertakings in this Agreement); and

no change having become effective between the date of this Agreement and each Closing Date, in any law or regulation (whether governmental or otherwise) which would adversely affect in any material aspect the holding or disposal of Common Shares by the Investor or the Investor’s rights in respect thereof:

Replacement of Share Lenders

Substitution of Share Lenders

Warranties of the Share Lenders

such Share Lender has the requisite power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder;

such Share Lender is the legal and beneficial owner of any Loan Shares it loans pursuant to this Agreement;

the Loan Shares are freely tradeable and not subject to any statutory or other hold period or restriction on resale applicable to the Share Lender or the Loan Shares;

such Share Lender is not required to obtain any consent, waiver, authorisation or order of, or make any filing or registration with, any court or other governmental or regulatory authority or other Person (including, without limitation, the approval of its director(s)) in connection with the execution, delivery and performance by it of this Agreement and as of the Subscription Day and as of the Closing Date any necessary consents and approvals have been obtained and remain in full force in respect of the lending of the Loan Shares;

such Share Lender is resident in the place of incorporation as set out at Schedule 2.

REPRESENTATIONS WARRANTIES AND UNDERTAKINGS OF THE COMPANY AND THE RESULTING COMPANY

The Company hereby represents, warrants and undertakes to the Investor that the Warranties are true and accurate in all respects in respect of the Company as at the date of this Agreement and in respect of the Resulting Company, as at the date it has intervened into this Agreement. The Warranties shall be deemed to have been repeated by the Resulting Company as at each Subscription Day, as at each Closing Date and as at each date on which Common Shares become issued and Listed pursuant to this Agreement with reference to the facts and circumstances existing on that date.

Organisation and Qualification

Organisation of Share Capital

Authorisation; Enforcement

The Company has, and the Resulting Company shall have, the requisite corporate power and authority to enter into this Agreement and on each Closing Date, to consummate the transactions contemplated by this Agreement that are to be consummated on that Closing Date and otherwise to carry out its obligations under this Agreement.

The execution and delivery of this Agreement and the completion by it of the transactions required hereby and thereby have been and will be duly authorised by all necessary action on the part of the Company, the Resulting Company and their directors and its shareholders.

This Agreement has been duly executed and delivered by the Company or on its behalf and the obligations assumed by the Company and the Resulting Company under this Agreement constitute and will constitute valid and binding obligations of the Company and the Resulting Company, enforceable against each of them in accordance with their terms.

Share Capital

Issue of Common Shares

No Conflicts

Consents and Approvals

Litigation; Proceedings

Exchange

Non-Public Information

No Insolvency or Bankruptcy

Public Disclosure

As at each Closing Date and as at each date on which Common Shares are to be issued pursuant to this Agreement, the Resulting Company shall be deemed to represent and warrant to the Investor that there shall have been no Material Adverse Event which occurred or became public or generally known, or which is reasonably expected to occur.

The Investor is entering into this Agreement and will subscribe for Common Shares in reliance on the representations, warranties, undertakings and covenants of the Company and the Resulting Company contained in this Agreement.

ISSUE OF WARRANTS

The Company shall issue and deliver to the Investor Warrants in accordance with this clause 5 “Issue of Warrants”, in the form set out in Exhibit F, that are exercisable within three (3) years of the date hereof to purchase up to 6% of the Common Shares of the Company on a fully-diluted basis as calculated upon the completion of the RTO. The Warrants shall have an exercise price, subject to adjustments as set out in Exibit F, equal to the greatest of (i) the Closing Price per Common Share on the first day of trading of the Resulting Company’s Common Shares, (ii) the pro-rata portion of the per share price of the common shares of the Company at an $8 million valuation and (iii) the lowest price accepted by the Exchange. Investor hereby agrees that it will not exercise any Warrants until a period of four months and one day from the date of the completion of the RTO has expired, or, if the RTO has not been completed by May     , 2020, until a period of four months and one day from the date of this Agreement has expired.

The Company shall ensure that, in connection with, as a condition to the RTO and upon completion of the RTO, the Warrants shall be exchanged for Warrants issued by the Resulting Company with the same terms and conditions as set forth in Exibit F thereto, and such Warrants of the Resulting Company shall be to purchase up to 6% of the Common Shares of the Resulting Company on a fully diluted basis as at the completion of the RTO. For greater certainty, in respect of Warrants not issued on the date of this Agreement, delivery of a Draw Down Notice and an Acceptance Notice under clause 2.3(d) and the closing of a subscription under clause 3.3 shall be deemed to be a subscription for Common Shares and Warrants for such period as Warrants are issuable pursuant to this clause 5. The foregoing is without prejudice to the rights of the Investor under clause 5.4 in relation to the Warrants Payment in circumstances where the Warrants Payment becomes payable.

After having completed the RTO and on the first anniversary of the date of issuance of Warrants, if the Market Price of the Common Shares is less than 90 per cent of the then-current exercise price of the Warrants, the exercise price of any Warrants issued shall adjust to 105 per cent of the Market Price of the Common Shares at that time, subject to the approval of the Exchange.

All Warrants shall be delivered concurrently with the execution of this Agreement. In any case, regardless of whether there is any subscription for or purchase of Common Shares under this Agreement, if the Company or Resulting Company do not issue the Warrants pursuant to clause 5, on or before ninety (90) calendar days from the date of this Agreement (the “Warrant Delivery Date”), for any reason whatsoever, excepting failure to obtain approval from the Exchange, the Company or the Resulting Company, as the case may be, shall indemnify and pay to the Investor the equivalent value of the Black Scholes Value of any unissued Warrants as calculated on any Trading Day chosen soleby by the Investor during the three-year term of the Warrant and the Investor shall notify the Company or the Resulting Company in writing of such date on or before the end of the three-year term of the Warrant (the “Warrant Payment”).

The Share Lenders hereby agree that if any Underlying Shares are subject to any restriction or hold period, they shall lend such number of Common Shares as is equal to the relevant number of Underlying Shares to the holder on the terms set out in Exibit F.

The Warrants Payment, should it be required to be paid, shall be payable in cash by the Company, at its sole option, on the first Business Day after the 90-day period referenced in clause 5.4 has elapsed (the “Warrant Payment Date”) by wire transfer (for same day value on the first Business Day after the Warrant Payment Date) to an account of which the Investor shall have given written details to the Company or the Resulting Company for this purpose. Upon payment of the Warrant Payment, The Company or the Resulting Company shall have no further obligation to issue Warrants pursuant to this clause 5.

The Warrants are assignable with the Company or the Resulting Company’s prior written consent, which shall not be unreasonably withheld.

For certainty,except if the Investor refuses to make a requested investment, as at the date of this Agreement, the Company has an obligation to the Investor (i) subject to the approval of the Exchange, to cause the Resulting Company to deliver Warrants to purchase up to 6% of the Common Shares on a fully diluted basis at the completion of the RTO and in accordance to this clause 5 or, (ii) if fewer than such number of Warrants are issued within ninety (90) calendar days from the date of the this Agreement, the Warrants Payment as calculated in accordance with clause 5.4.

Notwithstanding the foregoing, in the event the Company does not complete an RTO, or any other public transaction, but instead does complete a private transaction, including but not limited to a merger, acquisition, sale, share exchange or any other private business combination (“Non-RTO Transaction”), then the Investor will receive the Warrants calculated as follows: (i) exercise price for the Warrants shall be equal to the lesser of (a) ninety percent (90%) of the per share valuation of the Non-RTO Transaction or (b) the pro rata portion of the per share price of the common shares of the Company at an $8 million valuation; (ii) a number of Warrants to purchase 6% of the common shares of the Company on a fully diluted basis immediately prior to the Non-RTO Transaction; and (iii) the Warrants shall be exercised on a cashless basis such that the Investor shall receive consideration in the same form as the Company’s shareholders in the Non-RTO Transaction. All other provisions of clause 5 which do not conflict with this paragraph shall remain in full force and effect.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE INVESTOR

The Investor hereby represents, warrants and undertakes to the Company and the Resulting Company that the following statements are true and accurate in all respects. The warranties are deemed to be repeated on each Subscription Day, each Closing Date and each date on which Common Shares are issued pursuant to this Agreement.

Organisation Authority

Non-U.S. Person Status

No Registration in the United States

The Investor is aware that the Securities have not been, and will not be, registered under the Securities Act or the securities laws of any state, territory or district of the U.S. or any “blue sky” laws and that these Securities may not be offered or sold directly or indirectly in the U.S. without registration under the Securities Act or compliance with requirements of an exemption from registration and the Investor acknowledges that the Company and the Resulting Company have no present intention of filing a registration statement under the Securities Act in respect of such Securities and that no representations in that regard were otherwise made by the Company or the Resulting Company;

The Investor will not offer or sell the Securities in the United States unless such Securities are registered under the Securities Act and all applicable state securities or “blue sky” laws of the United States or an exemption from such registration requirements is available.

The offer to purchase Securities was not made to the Investor in the United States.

At the time of the applicable Acceptance Notice and at the time this Agreement was executed and delivered, the Investor (or the Investor’s authorized signatory) was outside of the United States.

Regulatory Filings

Sale of Common Shares

The Investor shall not at any time during the Commitment Period sell Common Shares exceeding the number of Common Shares which it owns and/or has the right to subscribe for pursuant to outstanding Draw Down Notices.

The Investor undertakes that it shall not on any Trading Day sell Common Shares exceeding such number as represent one 1/15^th of the Common Shares which it owns and/or has the right to subscribe for pursuant to an outstanding Draw Down Notice.

The Investor undertakes that during the Commitment Period it will not acquire, and the Investor shall not, notwithstanding any terms hereof, be obligated to acquire or subscribe for, any Common Shares which would in aggregate take its holding to more than 19.9 per cent of the outstanding Common Shares of the Resulting Company at any given time.

Accredited Investor

Resale of Securities

Financial Risks

Directed Selling Efforts

Short Selling Restriction

Restrictions on Resales

advertise or otherwise hold itself out as a dealer;

purchase or sell securities as principal from or to customers;

carry a dealer inventory in securities;

quote a market in securities;

extend or arrange for the extension of credit in connection with securities transactions;

run a book of repurchase and reverse repurchase agreements;

use a carrying broker for securities transactions;

lend securities to customers;

participate in a selling group; or

during an Acceptance Period, together with any affiliate, associate and subsidiaries, sell Common Shares.

Unaffiliated Dealer

Exchange Approval

No conflict

Consents and Approvals

The Investor acknowledges that the Company is entering into this Agreement and will cause the Resulting Company to issue the Common Shares and if applicable, Warrants, in reliance on the representations, warranties, undertakings and covenants of the Investor contained in this Agreement.

OTHER AGREEMENTS OF THE PARTIES

Purpose

Exclusivity

Solicitation Materials

No Endorsement or Recommendation

Resale Restrictions and Legends

Securities issued from treasury may be subject to certain resale and transfer restrictions under Applicable Securities Laws.

The Investor and each Share Lender have been advised to consult their own legal advisors with respect to applicable resale and transfer restrictions and that it is solely responsible for complying with such restrictions.

In this regard the Investor and each Share Lender acknowledges that, under certain Applicable Securities Laws, the following legend will be required on any certificates representing any Securities issued from treasury, as applicable:

TERMINATION

Automatic Termination

Termination by Mutual Consent

Termination by the Investor

Termination by the Company or the Resulting Company

Effect of Termination

MISCELLANEOUS

Fees,Expenses and Pricing

The Company or the Resulting Company shall pay:

all and any stamp duty or share transfer or registration or similar duties, taxes or fees arising under the laws of any jurisdiction in connection with the subscription by the Investor (or its designee(s)) respecting all Common Shares issued pursuant to this Agreement; and

all legal fees and expenses incurred by itself, the Investor and GYBL in connection with the negotiation and execution of this Agreement and the completion of this transaction contemplated by this Agreement up to a maximum of CDN$26,825 (exclusive of taxes and disbursements). The Company has made a deposit of CDN$10,899.65 to Fasken ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Investor and GYBL, against payment of the legal fees.

Other than as expressly set out in this Agreement, each of the Parties shall pay its own costs, fees and expenses in connection with the negotiation and execution of this Agreement and the completion of the transactions contemplated by this Agreement.

Unless otherwise indicated herein, all per share prices or indications of market or other value shall be expressed and rounded up to two decimal places.

Effectiveness of Agreement

Entire Agreement

Notices

Amendments; Waivers

Headings

Assignment

Remedies and Waiver

Survival

Counterpart Signatures

Severability

Publicity

Further Assurances

Cost of Enforcement of this Agreement

Acknowledgment by the Share Lenders

it/he/she has read and understood fully the content of this Agreement, and that it/he/she is entering into this Agreement on the basis of its own independent assessment of the risks and liabilities undertaken hereunder, without any representation having been made by the Company, the Investor or GYBL or any of their Affiliates as to the effect, operation or results of this Agreement; and

it/he/she has been advised by its own legal and financial advisers in relation to its assessment of the risks and liabilities undertaken hereunder and that none of the other Parties or any of their Affiliates has provided investment, legal or tax advice to such Share Lender in connection with the matters agreed in this Agreement

Governing Law and Jurisdiction

This Agreement (together with all documents to be entered into pursuant to its which are not expressed to be governed by another law) and any dispute or claim arising out of or in connection with it or its subject matter existence, validity or termination (including non-contractual disputes or claims) is governed by and shall be construed and take effect in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein.

Dispute Resolution

Acknowledgement

[•] WARRANTS

Each whole warrant entitling the holder to acquire one common share of GLOBAL CROSSING AIRLINES INC. subject to adjustment as set forth herein, in accordance with the terms and conditions set forth herein.

if the common shares of the Corporation have been listed on TSX Venture Exchange, a price equal to the closing price on the first day of trading, subject to adjustments as hereinafter provided, upon and subject to the following terms and conditions;

the pro-rata portion of the per share price of the common shares of the Corporation at an $8 million valuation; and

The lowest exercise price accepted by the Exchange;

“Shares” means the Shares which are issuable upon the exercise from time to time of these Warrants; and

“$” means Canadian dollars.

As and from the date that is four months and one day following the date of the RTO or, if the RTO has not been completed by May 4, 2020, the date that is four months and one day from the date that is four months and one day from the date of the Agreement dated May 4 between the Corporation and the Holder at any time and from time to time at or prior to the Expiry Time (the “Exercise Period”), the Holder may exercise all or any number of whole Warrants represented hereby, upon delivering to the Corporation at its principal office noted above, this Warrant Certificate, together with a duly completed and executed subscription notice in the form attached hereto (the “Subscription Notice”) evidencing the election of the Holder to exercise the number of Warrants set forth in the Subscription Notice (which shall not be greater than the number of Warrants represented by this Warrant Certificate) and a certified cheque, money order or bank draft payable to the Corporation for the aggregate Exercise Price of all Warrants being exercised. If the Holder is not exercising all Warrants represented by this Warrant Certificate, the Holder shall be entitled to receive, without charge, a new Warrant Certificate representing the number of Warrants which is the difference between the number of Warrants represented by the then original Warrant Certificate and the number of Warrants being so exercised.

The Holder shall be deemed to have become the holder of record of Shares on the date (the “Exercise Date”) on which the Corporation has received a duly completed Subscription Notice, delivery of the Warrant Certificate and payment of the full aggregate Exercise Price in respect of the Warrants being exercised pursuant to such Subscription Notice; provided, however, that if such date is not a business day in the City of New York, New York or in the City of Miami, Florida (a “Business Day”) then the Shares shall be deemed to have been issued and the Holder shall be deemed to have become the holder of record of the Shares on the next following Business Day. Within five (5) Business Days of the Exercise Date, the Corporation shall issue and deliver (or cause to be delivered) to the Holder, by registered mail or pre-paid courier to his, her or its address specified in the register of the Corporation, one or more certificates for the appropriate number of issued and outstanding Shares to which the Holder is entitled pursuant to the exercise of Warrants. All costs, expenses, transfer taxes and other charges payable in connection with the issue and delivery of the Shares shall be at the sole expense of the Corporation (other than withholding tax, if any).

The Corporation covenants and agrees that, until the Expiry Time, while any of the Warrants represented by this Warrant Certificate shall be outstanding, it shall reserve and there shall remain unissued out of its authorized capital a sufficient number of Shares to satisfy the right of purchase herein provided, as such right of purchase may be adjusted pursuant to Sections 4 and 6 of this Warrant Certificate. The Corporation represents and warrants that all Shares which shall be issued upon the exercise of the right to purchase herein provided for, upon payment of the aggregate Exercise Price at which Shares may at that time be purchased pursuant to the provisions hereof, shall be issued as fully paid and non-assessable shares and the holders thereof shall not be liable to the Corporation or its creditors in respect thereof. The Corporation further represents and warrants that this Warrant Certificate is a legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws effecting creditors’ rights generally and that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction. The Corporation covenants that it will make all requisite filings under applicable laws in connection with the exercise of the Warrants and issue of Shares.

In order to deliver Shares without any resale restriction to the Holder on the Exercise Date, the Corporation shall arrange for the Share Lenders to lend Common Shares to the Holder for delivery on the Exercise Date. In such cases, the loan shall be made on the following terms:

The Exercise Price (and the number of Shares purchasable upon exercise) shall be subject to adjustment from time to time in the events and in the manner provided as follows:

Share Reorganization. If during the Exercise Period the Corporation shall:

issue Shares or securities exchangeable for or convertible into Shares to holders of all or substantially all of its then outstanding Shares by way of stock dividend or other distribution, or

subdivide, redivide or change its outstanding Shares into a greater number of Shares, or

consolidate, reduce or combine its outstanding Shares into a lesser number of Shares,

Rights Offering. If and whenever during the Exercise Period the Corporation shall fix a record date for the issue or distribution of rights, options or warrants to all or substantially all of the holders of Shares under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue to subscribe for or purchase Shares or securities exchangeable for or convertible into Shares at a price per share to the holder (or having a conversion price or exchange price per Share) of less than 95% of the Current Market Price (as defined in Section 5 hereof) for the Shares on such record date (any of such events being called a “Rights Offering”), then the Exercise Price shall be adjusted effective immediately after the record date for the Rights Offering to a price determined by multiplying the Exercise Price in effect on such record date by a fraction:

the numerator of which shall be the aggregate of:

the number of Shares outstanding as of the record date for the Rights Offering, and

a number determined by dividing either

the product of the number of Shares offered under the Rights Offering and the price at which such Shares are offered,

the product of the exchange or conversion price per share of such securities offered and the maximum number of Shares for or into which the securities so offered pursuant to the Rights Offering may be exchanged or converted,

the denominator of which shall be the aggregate of the number of Shares outstanding on such record date after giving effect to the Rights Offering and including the number of Shares offered pursuant to the Rights Offering (including shares issuable upon exercise of the rights, warrants or options under the Rights Offering or upon the exercise of the exchange or conversion rights contained in such exchangeable or convertible securities under the Rights Offering).

Special Distribution. If and whenever during the Exercise Period the Corporation shall issue or distribute to all or to substantially all the holders of the Shares:

securities of the Corporation including shares, rights, options or warrants to acquire shares of any class or securities exchangeable for or convertible into or exchangeable into any such shares, or

any cash (other than cash dividends made in the ordinary course), property or other assets or evidences of its indebtedness,

the numerator of which shall be the difference between:

the amount obtained by multiplying the number of Shares outstanding on such record date by the Current Market Price of the Shares on such record date, and

the fair value (as determined by the directors of the Corporation) to the holders of such Shares of such Special Distribution; and

the denominator of which shall be the total number of Shares outstanding on such record date multiplied by such Current Market Price of the Shares on such record date.

Capital Reorganization. If and whenever during the Exercise Period there shall be a reclassification or redesignation of Shares at any time outstanding or a change of the Shares into other shares or into other securities or any other capital reorganization (other than a Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification or redesignation of the outstanding Shares or a change of the Shares into other securities), or a transfer of the undertaking or assets of the Corporation as an

If on [•] [NTD: One year from the date of the issuance of Warrants] the Current Market Price of the Shares is less than 90 % of then-current Exercise Price, the Exercise Price shall be adjusted to 105% of the Current Market Price at that time.

Subject to the approval of the TSX Venture Exchange, if applicable, if and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation takes any action affecting its Shares to which the foregoing provisions of this Section 4, in the opinion of the board of directors of the Corporation, acting reasonably and in good faith, are not strictly applicable, or if strictly applicable would not fairly adjust the rights of the Holder against dilution in accordance with the intent and purposes thereof, or would otherwise materially affect the rights of the Holder hereunder, then the Corporation shall execute and deliver to the Holder an amendment hereto providing for an adjustment in the application of such provisions so as to adjust such rights as aforesaid in such a manner as the board of directors of the Corporation may determine to be equitable in the circumstances, acting reasonably and in good faith. The failure of the taking of action by the board of directors of the Corporation to so provide for any adjustment on or prior to the effective date of any action or occurrence giving rise to such state of facts will be conclusive evidence, absent manifest error, that the board of directors has determined that it is equitable to make no adjustment in the circumstances.

The following rules and procedures shall be applicable to the adjustments made pursuant to Section 4:

The adjustments provided for in Section 4 are cumulative and shall be made successively whenever an event referred to therein shall occur, and shall, in the case of adjustments to the Exercise Price be computed to the nearest one-tenth of one cent subject to the following paragraphs of this Section 5.

No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment shall be made in the number of Shares purchasable upon exercise of this Warrant Certificate unless it would result in a change of at least one-hundredth of a Share; provided, however, that any adjustments which, except for the provisions of this Section 5(b) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding Section 4 or 5 hereof, no adjustment shall be made which would result in an increase in the Exercise Price or a decrease in the number of Shares issuable upon the exercise of this Warrant Certificate (except in respect of a consolidation of the outstanding Shares).

No adjustment in the Exercise Price or in the number of Shares purchasable upon exercise of Warrants shall be made in respect of any event described in Section 4, other than the events referred to in Sections 4(a)(ii) and (iii), if the Holder is entitled to participate in such event on the same terms, mutatis mutandis, as if it had exercised its Warrants prior to or on the effective date or record date, as the case may be, of such event. The terms of the participation of the Holder in such event shall be subject to the prior written approval, if applicable, of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading.

No adjustment in the Exercise Price shall be made pursuant to Section 4 in respect of the issue from time to time:

of Shares purchasable on exercise of the Warrants represented by this Warrant Certificate;

of Shares to holders of Shares who exercise an option or election to receive substantially equivalent dividends in Shares in lieu of receiving a cash dividend pursuant to a dividend reinvestment plan or similar plan adopted by the Corporation in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading and applicable securities laws; or

of Shares pursuant to any stock option, stock option plan, stock purchase plan or benefit plan in force at the date hereof for directors, officers, employees or consultants of the Corporation, as such option or plan is amended or superseded from time to time in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading and applicable securities laws, and such other stock option, stock option plan or stock purchase plan as may be adopted by the Corporation in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading and applicable securities laws;

If the Corporation shall set a record date to determine the holders of the Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such shareholders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Shares purchasable upon exercise of any Warrant shall be required by reason of the setting of such record date.

As a condition precedent to the taking of any action which would require any adjustment in any of the subscription rights pursuant to this Warrant Certificate, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof, the Corporation shall take any corporate action which may, in the opinion of counsel, be necessary in order that the Corporation have unissued and reserved Shares in its authorized capital, and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder of such Warrant Certificate is entitled to receive on the full exercise thereof in accordance with the provisions hereof.

For the purposes of this Warrant Certificate, “Current Market Price” of a Share at any date shall be calculated as the price per share equal to the closing price for the Shares on the principal Canadian stock exchange or, if the Shares are not listed, the over-the-counter market, on which the Shares are then listed or posted for trading on the Trading Day immediately prior to such date as reported by such exchange or market in which the Shares are then trading or quoted. If the Shares are not then traded in the over-the-counter market or on a recognized Canadian stock exchange, the Current Market Price of the Shares shall be the fair market value of the Shares as determined in good faith by a nationally or internationally recognized and independent investment dealer, investment banker or firm of chartered accountants.

In the absence of a resolution of the board of directors of the Corporation fixing a record date for any dividend or distribution referred to in Section 4(a)(i) or any Rights Offering or Special Distribution, the Corporation shall be deemed to have fixed as the record date therefor the date on which such dividend or distribution, Rights Offering or Special Distribution is effected.

Any question that at any time or from time to time arises with respect to the amount of any adjustment to the Exercise Price or other adjustments pursuant to Section 4 shall be conclusively determined by a firm of independent chartered accountants and shall be binding upon the Corporation and the Holder, absent manifest error. Notwithstanding the foregoing, such determination shall be subject to the prior written approval of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading if required by such stock exchange or over-the-counter market. In the event that any such determination is made, the Corporation shall notify the Holder in the manner contemplated in Section 16 describing such determination.

On the happening of each and every such event set out in Section 4, the applicable provisions of this Warrant Certificate, including the Exercise Price, shall, ipso facto, be deemed to be amended accordingly and the Corporation shall take all necessary action so as to comply with such provisions as so amended.

In any case in which Section 4 shall require that an adjustment shall be effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such an event:

issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event, the additional Shares issuable upon such exercise by reason of the adjustment required by such event, and

delivering to such holder any distributions declared with respect to such additional Shares after such Exercise Date and before such event;

At least 21 days prior to the effective date or record date, as the case may be, of any event which requires or might require adjustment in any of the subscription rights pursuant to this Warrant Certificate, including the Exercise Price and the number of Shares which are purchasable upon the exercise thereof, or such longer period of notice as the Corporation shall be required to provide holders of Shares in respect of any such event, the Corporation shall notify the Holder of the particulars of such event and, if determinable, the required adjustment and the computation of such adjustment. In case any adjustment for which such notice has been given is not then determinable, the Corporation shall promptly after such adjustment is determinable notify the Holder of the adjustment and the computation of such adjustment.

The Corporation shall maintain a register of holders in which shall be entered the names and addresses of the holders of the Warrants and of the number of Warrants held by them. Such register shall be open at all reasonable times for inspection by the Holder. The Corporation shall notify the Holder forthwith of any change of address of the principal office of the Corporation.

Where the Holder is entitled to receive on the exercise or partial exercise of its Warrants a fraction of a Share, such right may only be exercised in respect of such fraction in combination with another Warrant or Warrants which in the aggregate entitle the Holder to receive a whole number of Shares. If a Holder is not able to, or elects not to, combine Warrants so as to be entitled to acquire a whole number of Shares, the Holder may not exercise the right to acquire a fractional Share, and, does not have the right to receive a cash equivalent in lieu thereof equal to such fraction of a Share multiplied by the Current Market Price.

Subject as herein provided, all or any of the rights conferred upon the Holder by the terms hereof may be enforced by the Holder by appropriate legal proceedings.

The registered Holder of this Warrant Certificate may at any time up to and including the Expiry Time, upon the surrender hereof to the Corporation at its principal office, exchange this Warrant Certificate for one or more Warrant Certificates entitling the Holder to subscribe in the aggregate for the same number of Shares as is expressed in this Warrant Certificate. Any Warrant Certificate tendered for exchange shall be surrendered to the Corporation and cancelled.

If this Warrant Certificate becomes stolen, lost, mutilated or destroyed, the Corporation shall, on such terms as it may in its discretion acting reasonably impose, issue and deliver to the Holder a new Warrant Certificate of like denomination, tenor and date as the Warrant Certificate so stolen, lost, mutilated or destroyed.

Nothing contained herein shall confer any right upon the Holder hereof or any other person to subscribe for or purchase any Shares of the Corporation at any time subsequent to the Expiry Time. After the Expiry Time this Warrant Certificate and all rights hereunder shall be void and of no value.

Except as expressly set out herein, the holding of this Warrant Certificate shall not constitute a Holder hereof a holder of Shares nor entitle it to any right or interest in respect thereof.

Unless herein otherwise expressly provided, any notice to be given hereunder to the Holder shall be deemed to be validly given if such notice is given by personal delivery or registered mail to the attention of the Holder at its registered address recorded in the registers maintained by the Corporation. Any notice so given shall be deemed to be validly given, if delivered personally, on the day of delivery and if sent by post or other means, on the fifth Business Day next following the sending thereof. In determining under any provision hereof the date when notice of any event must be given, the date of giving notice shall be included and the date of the event shall be excluded.

This Warrant Certificate and the Warrants represented hereby may be assigned with prior written consent of the Corporation, which consent shall not be unreasonably withheld.

Time is of the essence hereof.

This Warrant Certificate is binding upon the Corporation and its successors and assigns, provided that it shall not be assigned by the Corporation without the prior written consent of the Holder.

This Warrant Certificate and the Warrants represented hereby shall be governed by the laws of the Province of Québec and the federal laws of Canada applicable therein.

GLOBAL CROSSING AIRLINES INC.

subscribes for Shares at a price of [•] per Share (or such adjusted price which may be in effect under the provisions of the Warrant Certificate) and in payment of the exercise price encloses a certified cheque, bank draft or money order in lawful money of Canada payable to the order of GLOBAL CROSSING AIRLINES INC. or its successor corporation; and

delivers herewith the above-mentioned Warrant Certificate entitling the undersigned to subscribe for the above-mentioned number of Shares;

Name(s) in full

Address(es)

(including Postal Code)

Number of

Shares

GLOBAL CROSSING AIRLINES INC. (the “Corporation”)

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 Common Shares and it is able to bear the economic risk of loss of its entire investment.

It has received, for informational purposes only, a copy of the Subscription Agreement relating to the offering in the United States of the Common Shares. The Corporation 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 additional information, if any, concerning the Corporation as it has considered necessary in connection with its investment decision to acquire the Common Shares.

It is acquiring the Common Shares as principal for its own account, and not with a view to any resale, distribution or other disposition of the Common Shares in violation of United States federal or state securities laws.

It understands and acknowledges the Common Shares have not been and the Common Shares will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and that the sale contemplated hereby is being made in reliance on a private placement exemption to “institutional accredited investors” (“Accredited Investors”) that satisfy one or more of the criteria set forth) in Rule 501(a)(1), (2), (3) or (7) of Regulation D (“Regulation D”) under the U.S. Securities Act in reliance on the exemption from such registration under Section 4(a)(2) of the U.S. Securities Act and Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws. The Common Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and therefore may not be offered, resold, pledged or otherwise transferred, directly or indirectly, unless they are registered under the U.S. Securities Act or unless an exemption or exclusion from registration thereunder is available.

It certifies to the Corporation that it is an Accredited Investor as defined in Rule 501(a) of Regulation D under the U.S. Securities Act because GYBL comes within any of the following categories at the time of sale of the Common Shares to that person (please initial or place a ▇▇▇▇ on the appropriate lines):

It acknowledges that it has not purchased the Common Shares as a result of any form of general solicitation or general advertising (as such terms are used in Regulation D under the U.S. Securities Act), including, without limitation, advertisements, articles, notices or other communications published on the internet or in any newspaper, magazine or similar media or broadcast over radio, television or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

If in the future it decides to offer, sell, pledge or otherwise transfer any of the Securities, it will not offer, sell, pledge or otherwise transfer any of such Securities, directly or indirectly, unless:

the transfer is to the Corporation;

the transfer is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act (“Regulation S”) and in compliance with applicable local laws and regulations;

the transfer is made pursuant to the exemption from the registration requirement of the U.S. Securities Act provided by (i) Rule 144A under the U.S. Securities Act (“Rule 144A”) to a person it reasonably believes is a qualified institutional buyer as defined in Rule 144A (“Qualified Institutional Buyer”) that purchases for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A and in compliance with any applicable state securities laws of the United States, or (ii) Rule 144 thereunder, if available, and, in either case, in accordance with any applicable state securities or “blue sky” laws; or

the Common Shares are transferred in any other transaction that does not require registration under the U.S. Securities Act or any applicable state securities or “blue sky” laws; and

Upon the original issuance of the Common Shares, until such time as it is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, the certificates representing the Common Shares (and any certificates issued in exchange or substitution for the Securities) will bear the legend set forth below:

It consents to the Corporation making a notation on its records and it understands and acknowledges that the Corporation has the right to instruct the registrar and transfer agent for the Common Shares not to record a transfer by any person without first being notified by the Corporation that it is satisfied that such transfer is exempt from or not subject to registration under the U.S. Securities Act and any applicable state securities laws.

It understands and acknowledges that Rule 144 under the U.S. Securities Act is not available for resales of securities of issuers that have ever had (i) no or nominal operations and (ii) no or nominal assets other than cash and cash equivalents. Therefore, if the Corporation were ever to be deemed to be, or to have ever been, such an issuer, Rule 144 under the U.S. Securities Act may be unavailable for resales of Common Shares, unless and until the Corporation has satisfied the applicable conditions.

It understands and acknowledges that the Corporation is not obligated to file and has no present intention of filing with the U.S. Securities and Exchange Commission (the “SEC”) or with any state securities administrator any registration statement in respect of resales of the Securities in the United States.

It understands and agrees that there may be material tax consequences to GYBL of an acquisition, holding or disposition of the Common Shares. The Corporation gives no opinion and makes no representation with respect to the tax consequences to GYBL under the United States, state, local or foreign tax law of the undersigned’s acquisition, holding or disposition of such Common Shares and GYBL acknowledges that it is solely responsible for determining the tax consequences of its investment. In particular, no determination has been made whether the Corporation is, or will be, a “passive foreign investment company” within the meaning of Section 1291 of the United States Internal Revenue Code of 1986, as amended.

It understands and agrees that the financial statements of the Corporation have been prepared in accordance with Canadian generally accepted accounting principles and are subject to Canadian auditing and auditor independence standards, each of which differ in some respects from the United States generally accepted accounting principles, auditing standards and auditor independence standards, respectively, and thus may not be comparable to financial statements of United States companies.

It is aware that its ability to enforce civil liabilities under the United States federal securities laws may be affected adversely by, among other things, the fact that: (i) the Corporation is organized under the laws of Ontario, Canada; (ii) some of the directors and officers of the Corporation are residents of countries other than the United States; and (iii) a substantial portion of the assets of the Corporation and said persons may be located outside the United States.

Upon execution of this Exhibit G by the GYBL, this Exhibit G and Schedule I hereto shall be incorporated into and form a part of the Share Subscription Agreement to which this Exhibit G is attached.

The registrar and transfer agent for the common shares of GLOBAL CROSSING AIRLINES INC. (the “Corporation”)

Sale of Common Shares represented by certificate number

Name (please print)