Equibles

8-K

Global Crossing Airlines Group Inc. (JETMF)

8-K 2022-03-23 For: 2022-03-17
View Original
Added on April 09, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENTREPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 17, 2022

GLOBAL CROSSING AIRLINES GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware 001-41262 98-1350261
(State or Other Jurisdiction<br><br><br>of Incorporation) (Commission<br><br><br>File Number) (I.R.S. Employer<br><br><br>Identification No.)

4200 NW 36^th^ Street, Building 5A

Miami International Airport

Miami, FL 33166

(Addressof Principal Executive Office) (Zip Code)

(786) 751-8503

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17<br>CFR 240.14a-12)
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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01 Entry into a Material Definitive Agreement

On March 17, 2022, Global Crossing Airlines Group Inc. (the “Company”) entered into agreements (each a “Subscription Agreement”), pursuant to which the Company has agreed to sell up to US$6.0 million of its securities (the “Financing”).

The securities sold in the Financing will consist of (1) non-convertible debentures (each, a “Debenture”) and (2) one common stock purchase warrant (each, a “Warrant”) for every US$1.24 of principal of the Debentures purchased for gross proceeds of up to US$6,000,000. Each Warrant is exercisable into one share of common stock (each, a “Warrant Share”) at an exercise price of US$1.24 per Warrant Share with an exercise period of 24 months from the date of closing.

The terms of the Debentures include:

• a maturity date of 24 months from the date of issuance (the “Maturity Date”) and the principal amount<br>of the Debentures, together with any accrued and unpaid interest, will be payable on the Maturity Date;
• the Debentures bear interest (the “Interest”) at the rate of 15% per annum, which Interest will be<br>payable in cash quarterly in arears;
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• the Company has the option to prepay the principal amount of the Debentures on 30 business days’ notice,<br>provided that if repaid in the first year, the Company must provide a payment such that the holders of the Debentures receive at least 10% premium on the principal amount, after deducting any prior Interest payments from such premium; and<br>
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• it is intended that repayment by the Company of amounts owing under the Debentures will be secured by a secured<br>lien on the tangible fixed assets of the Company.
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The closing of the Financing is subject to certain customary closing conditions including, among other things, stock exchange approval for the Financing and the receipt of all other necessary consents, approvals and authorizations required by either party.

The foregoing description of the Financing is a summary and is qualified in its entirety by reference to the Subscription Agreement, Warrant and Debenture, copies of which are attached to this Current Report as Exhibits 10.1, 10.2 and 10.3, respectively, which are incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities

The information included in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 3.02. The issuances of the Debenture, the Warrant and the Warrant Shares will, when issued, be exempt from registration pursuant to the provisions Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D, as promulgated by the Commission. The Debentures, the Warrants and the Warrant Shares will, when issued, constitute restricted securities that may not be offered or sold absent their registration for resale or the availability of an exemption therefrom.

Item 7.01 Regulation FD

On March 17, 2022, the Company issued a press release announcing the Financing. A copy of the press release is attached to this report as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press releases are deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Exhibits
Exhibit No. Name
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10.1 Form of Subscription Agreement
10.2 Form of Common Stock Purchase Warrant
10.3 Form of Debenture
99.1 Press release dated March 17, 2022 announcing the Company’s $6 million financing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GLOBAL CROSSING AIRLINES GROUP INC.
Date: March 23, 2022 By: /s/ Edward J. Wegel
Name: Edward J. Wegel
Title: Chief Executive Officer

EX-10.1

Exhibit 10.1

GLOBAL CROSSING AIRLINES GROUP INC.

(the “Issuer”)

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT FOR

DEBENTURES

INSTRUCTIONSTO PURCHASER

1. You must review this entire agreement.
2. You must complete all the information in the boxes on page 2 and sign where indicated with an<br>“X”.
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3. Canadian Subscribers : You must complete and sign Exhibit A “Canadian Investor<br>Questionnaire”. The purpose of this form is to determine whether you meet the standards for participation in a private placement under applicable Canadian securities laws. In order for the Issuer to satisfy its obligations under applicable<br>Canadian securities laws, you may be required to provide additional evidence to verify the information you have provided in Exhibit A.
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4. United States Subscribers: If you are a “U.S. Purchaser”, as defined in Exhibit B, you<br>must complete and sign Exhibit B “United States Accredited Investor Questionnaire”.
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5. International Subscribers: If you are resident outside of Canada or the United States, you must<br>complete and sign Exhibit E “Offshore Subscriber’s Certificate.”
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6. Unless you are subscribing through a person registered as a registered firm, registered individual or an exempt<br>market dealer (each as defined in National Instrument 31-103 – Registration Requirements and Exemptions), or you are subscribing directly from the Issuer without the involvement of a finder, you<br>must complete and sign Exhibit C “Risk Acknowledgement Form”.
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7. If you are paying for your subscription with funds drawn from a Canadian bank, you may pay in United<br>States dollars by a certified check or bank draft or by wire transfer to the Issuer pursuant to the wiring instructions set out in Exhibit F.
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GLOBAL CROSSING AIRLINES GROUP INC.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

Subject to the terms and conditions set forth herein, the undersigned (the “Subscriber”) hereby subscribes for and agrees to purchase from Global Crossing Airlines Group Inc., a Delaware corporation (the “Issuer”) debentures of the Issuer (the “Debentures”) in the Principal Amount (as defined below). For every $1.24 principal amount of Debentures (“Principal Amount”) subscribed for, the holder shall be issued one (1) purchase warrant of the Issuer (each, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one share of common stock of the Issuer (each, a “Warrant Share”) at the Warrant Exercise Price (defined below) until 5:00 p.m. (Eastern time) on the date of expiration of the Warrant, which is two years following the Closing Date (as defined herein). The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Debenture” (the “Terms and Conditions”). ****

Subscriber Information Debentures to be Purchased (In $1,000 Increments)
(Name of Subscriber) Principal Amount of Debentures:<br>US$
(the “Principal Amount”, plus wire fees if applicable)
Account Reference (if<br>applicable):
X
(Signature of Subscriber – if the Subscriber is an Individual)
X
(Signature of Authorized Signatory – if the Subscriber is not an Individual)<br><br><br><br> <br><br><br><br>(Name and Title of Authorized Signatory – if the Subscriber is not an Individual)<br><br><br><br> <br><br><br><br>(SSN, or other Tax Identification Number of the Subscriber)<br> <br><br><br><br>(Subscriber’s Address, including Postal Code or Zip Code)<br> <br><br><br><br><br><br><br>(Telephone<br>Number)                                        <br>     (Email Address)
Register the Debentures as set forth below:<br><br><br><br> <br><br><br><br>(Name to Appear on Share and Warrant Certificate)<br> <br><br><br><br><br><br><br>(Account Reference, if applicable)<br> <br><br><br><br><br><br><br>(Address, including Postal Code or Zip Code) Deliver the Debentures as set forth below:<br><br><br><br> <br>(Attention - Name)<br><br><br><br> <br>(Account Reference, if applicable)<br><br><br><br> <br>(Street Address, including Postal Code or Zip Code) (No POBoxes)<br> <br><br> <br>(Telephone<br>Number)
Number and kind of securities of the Issuer held, directly or indirectly, or over which control or direction is exercised by theSubscriber, if any: 1.  State whether the Subscriber is an Insider of the Issuer:<br><br><br><br><br><br>Yes  ☐                No  <br>☐<br> <br><br> <br>2.  State whether theSubscriber is a registrant:<br><br><br>Yes  ☐            No  ☐

ACCEPTANCE

The Issuer hereby accepts the Subscription (as defined herein) on the terms and conditions contained in this private placement subscription agreement (this “Agreement”) as of the              day of , 2022.

GLOBAL CROSSING AIRLINES GROUP INC.
Per:
Authorized Signatory
Address: Bldg. 5A, Miami Int’l Airport, 4^th^ Floor.
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4200 NW 36^th^ Street, Miami, FL, 33166
Email: ryan.goepel@globalxair.com
Attention: Ryan Goepel, EVP/Chief Financial Officer

TERMS AND CONDITIONS OF SUBSCRIPTION

FOR DEBENTURE

1. Subscription

1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth in this Agreement and in the form of certificate representing the Debentures (the “Debenture Certificate”), the Subscriber hereby subscribes for and agrees to purchase the Debentures in the Principal Amount as shown on page 2 of this Agreement (such subscription and agreement to purchase the Debentures being, the “Subscription”), and the Issuer agrees to sell the Debentures to the Subscriber, effective upon the Closing Date (as defined herein).

1.2 The Principal Amount, and any accrued but unpaid interest thereon, will mature on the date that is two years after the Closing Date **** (the “Maturity Date”).

1.3 The Principal Amount will accrue simple interest in accordance with the terms of the Debenture from the Closing Date at the rate of 15.00% per annum (the “Interest”) until the Maturity Date, which Interest will be payable quarterly.

1.4 The Debenture will be issued pursuant to the terms set out in the Debenture Certificate containing such additional terms and conditions as are agreed between the Issuer and the Subscriber, which will be issued to the Subscriber by the Issuer on the closing of the Offering (the “Closing”).

1.5 Each Warrant will entitle the holder thereof to acquire one Warrant Share at a price per Warrant Share equal to $1.24 per Warrant Share (the “Warrant Exercise Price”) until 5:00 p.m. (Eastern time) on the date of expiration of the Warrant, which is two years following the Closing Date.

1.6 The Debentures, the Warrants and the Warrant Shares are collectively referred to herein as the “Securities”. The shares of common stock of the Issuer are referred to herein as the “Shares”. This Agreement, the Debenture, the Debenture Certificate, the Warrants, the registration rights agreement entered into by and between the Issuer and Subscriber (the “Registration Rights Agreement”) with respect to the Warrant Shares, the stock pledge agreement entered into by and between the Issuer and Subscriber (the “Stock Pledge Agreement”), the guaranty (the “Guaranty”) entered into with Global Crossing Airlines Inc. and Global Crossing Airlines Operations LLC (each a “Guarantor” and together with the Issuer, the “Credit Parties”), and, with the exception of the Alterna Lease, each of the other agreements, documents and certificates to be entered into in connection with the transactions contemplated by this Agreement, together with all exhibits, schedules, annexes and other attachments thereto, are collectively referred to herein as the “Transaction Documents.”

1.7 The Subscriber acknowledges that the Debentures have been offered as part of a larger offering by the Issuer of additional Debentures to other subscribers for gross proceeds of up to $7,500,000 (the “Offering”). Members of management and the Board of Directors of the Issuer, or an existing shareholder, shall subscribe for a minimum of $500,000 of the Offering.

1.8 Unless otherwise provided, all dollar amounts referred to in this Agreement are in lawful money of the United States. Canadian dollar amount shall be converted into United States dollars using the most recent daily exchange rate posted by the Bank of Canada for the day prior the relevant date and rounded down to two decimal places.

1.9 The proceeds of the Offering shall be used by the Issuer to (a) secure three passenger A320 aircraft for charter operations, to be delivered by June 30, 2022, in addition to the six passenger aircraft currently used in charter operations; (b) fund deposits for four A321F aircraft for cargo operations by December 31, 2022; and (c) for general business purposes (collectively, the “Use of Proceeds”).

2. Payment

2.1 The Principal Amount shall be payable three Business Days following the Closing and must be paid in United States dollars by a certified check or bank draft or by wire transfer to the Issuer pursuant to the wiring instructions set out in Exhibit F.

3. Documents Required from Subscriber

3.1 The Subscriber must complete, sign and return to the Issuer the following documents:

(a) this Agreement;
(b) if the Subscriber is resident of Canada, the Canadian Investor Questionnaire (the “CanadianQuestionnaire”) attached as Exhibit A, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; if the Subscriber is a U.S. Purchaser (as defined in Exhibit B),<br>the United States Accredited Investor Questionnaire (the “U.S. Questionnaire”) attached as Exhibit B and the Canadian Questionnaire along with any additional evidence that may be requested by the Issuer to verify the information<br>provided in the U.S. Questionnaire;
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(c) if the Subscriber is resident outside of Canada and is not a U.S Purchaser (as defined in Exhibit B), the<br>Offshore Subscriber’s Certificate attached as Exhibit E (the “Offshore Subscriber’s Certificate”) and the Canadian Questionnaire, along with any additional evidence that may be requested by the Issuer to verify the<br>information provided in the Offshore Subscriber’s Certificate or the Canadian Questionnaire;
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(d) unless the Subscriber is subscribing through a person registered as a broker or an exempt market dealer (as<br>defined in National Instrument 31-103 – Registration Requirements and Exemptions), or unless the Subscriber is acquiring the Securities directly from the Issuer without involvement of a finder, the<br>“Risk Acknowledgement Form” attached as Exhibit C; and
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and
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(e) such other supporting documentation that the Issuer may request to establish the Subscriber’s<br>qualification as a qualified investor,
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and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer.

3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws.

3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer’s legal counsel (“Issuer’s Counsel”) has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

4. Conditions and Closing

4.1 The Closing will occur on such date as may be mutually agreed upon by Alterna Aircraft Leasing LLC, a Delaware limited liability company (“Alterna”) and the Issuer (the “Closing Date”). The Issuer may, at its discretion, elect to close the Offering in one or more closings.

4.2 The Closing is conditional upon and subject to:

(a) the Issuer having obtained all necessary approvals and consents for the Offering, including without limitation<br>the conditional approval of the Exchange and approval of the board of directors of the Issuer;
(b) the issue and sale of the Debentures being exempt from the requirement to file a prospectus and the requirement<br>to deliver an offering memorandum under applicable securities legislation relating to the sale of the Debentures;
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(c) the Issuer and Alterna having executed a lease arrangement for aircraft MSN 2662 A319 (the “AlternaLease”);
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(d) the Subscriber having obtained all necessary internal approvals and consents for the Subscription, including<br>without limitation business, compliance and legal approvals;
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(e) no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both,<br>would become an Event of Default) exists or would result from the transaction contemplated at the Closing;
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(f) the Subscriber having received, in form and substance satisfactory to the Subscriber, acting reasonably,<br>(i) executed copies of (A) this Agreement, (B) the Debenture Certificate, (C) the Warrants, (D) the Registration Rights Agreement, (E) a Guaranty from each Credit Party, (F) the Stock Pledge Agreement,<br>(ii) certificates of good standing for each of the Credit Parties, (iii) the order issuing foreign certificate issued to Global Crossing Airlines Inc. by the United States of America Department of Transportation, and (iii) such other<br>documents or certificates relating to the transactions contemplated by this Agreement and the Transaction Documents as the Subscriber may deem necessary or appropriate, acting reasonably;
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(g) the Issuer’s delivery of the Pledged Shares (as defined in the Stock Pledge Agreement) to Alterna, acting<br>as collateral agent, together with a duly executed undated irrevocable stock power in blank;
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(h) the Issuer’s payment of up to $50,000 of the out-of-pocket costs and expenses (including fees and expenses of legal counsel, auditors or other specialists) incurred by Alterna and its affiliates in connection with the preparation, negotiation,<br>execution, delivery of the Transaction Documents;
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(i) there has been no change in the business, assets, operations, financial condition or prospects of the Credit<br>Parties which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;
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(j) there has been no actual or threatened litigation, arbitration or administrative proceedings, or investigations<br>by any Governmental Authority which could reasonably be expected to have a Material Adverse Effect on the business or operations of the Credit Parties;
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(k) the representations and warranties of the Credit Parties shall be true and correct in all material respects<br>(without duplication of any materiality qualifiers) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all<br>material respects (without duplication of any materiality qualifiers) as of such specific date), and the Credit Parties shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the<br>Transaction Documents to be performed, satisfied or complied with by the Credit Parties at or prior to the Closing Date; and
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(l) the Subscriber shall have received certificates, executed by the Chief Executive Officer of the Credit Parties,<br>dated the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Subscriber.
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4.3 The Subscriber acknowledges that the certificates representing the Debentures will be available for delivery within two business days of the Closing Date, provided that the Subscriber has satisfied the requirements of Section 3 hereof and the Issuer has accepted this Agreement.

5. Acknowledgements and Agreements of the Subscriber

5.1 The Subscriber acknowledges and agrees that:

(a) none of the Securities have been or will be registered under the United States Securities Act of 1933,<br>as amended, (the “1933 Act”), or under any securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to any U.S.<br>Person (as defined in Section 6.2), except in accordance with the provisions of Regulation S under the 1933 Act (“Regulation S”), pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption<br>from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state, provincial and foreign securities laws;
(b) the Issuer has not undertaken, and will have no obligation, to register any of the Securities under the 1933<br>Act or any other applicable securities laws;
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(c) the Issuer will refuse to register the transfer of any of the Securities to a U.S. Person not made pursuant to<br>an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable laws;
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(d) the decision to execute this Agreement and to acquire the Securities has not been based upon any oral or<br>written representation as to fact or otherwise made by or on behalf of the Issuer and such decision is based entirely upon the terms and conditions of this Agreement and a review of any public information which has been filed by the Issuer with any<br>Canadian provincial securities commissions (collectively, the “Public Record”);
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(e) the Issuer and others will rely upon the truth and accuracy of the acknowledgements, representations,<br>warranties, covenants and agreements of the Subscriber contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber will promptly notify the<br>Issuer;
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(f) there are risks associated with the purchase of the Securities, as more fully described in the Public Record;<br>
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(g) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of, and<br>receive answers from, the Issuer in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of<br>the information about the Issuer;
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(h) a portion of this Offering may be sold pursuant to an agreement between the Issuer and one or more agents<br>registered in accordance with applicable securities laws, in which case the Issuer will pay a fee and/or compensation securities on terms as set out in such agreement;
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(i) finder’s fees or broker’s commissions may be payable by the Issuer to finders who introduce<br>subscribers to the Issuer;
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(j) the books and records of the Issuer were available upon reasonable notice for inspection, subject to certain<br>confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for<br>inspection by the Subscriber, its legal counsel and/or its advisor(s);
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(k) all of the information which the Subscriber has provided to the Issuer is correct and complete and if there<br>should be any change in such information prior to the Closing, the Subscriber will immediately notify the Issuer, in writing, of the details of any such change;
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(l) the Issuer is entitled to rely on the representations and warranties of the Subscriber contained in this<br>Agreement and the Canadian Questionnaire, U.S. Questionnaire or Offshore Subscriber’s Certificate, as applicable, and the Subscriber will hold harmless the Issuer from any loss or damage it or they may suffer as a result of the<br>Subscriber’s failure to correctly complete this Agreement or the Canadian Questionnaire, U.S. Questionnaire or Offshore Subscriber’s Certificate, as applicable;
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(m) any resale of the Securities by the Subscriber will be subject to resale restrictions contained in the<br>securities laws applicable to the Issuer, the Subscriber and any proposed transferee, and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with such restrictions before selling any of the Securities;<br>
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(n) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect<br>to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Issuer is not in any way responsible) for compliance with:
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(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution<br>of the Securities hereunder, and
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(ii) applicable resale restrictions;
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(o) there may be material tax consequences to the Subscriber of an acquisition or disposition of the Securities and<br>the Issuer gives no opinion and makes no representation to the Subscriber with respect to the tax consequences to the Subscriber under federal, state, provincial, local or foreign tax laws that may apply to the Subscriber’s acquisition or<br>disposition of the Securities;
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(p) the Subscriber consents to the placement of a legend or legends on any certificate or other document evidencing<br>any of the Securities setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement, with such legend(s) to be substantially as follows:
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UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [four months and oneday from the Closing Date.]

(q) the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to<br>provide the Subscriber with a prospectus under applicable securities laws, and, as a consequence of acquiring the Securities pursuant to such exemption, certain protections, rights and remedies provided by applicable securities laws, including<br>statutory rights of rescission or damages, will not be available to the Subscriber;
(r) no securities commission or similar regulatory authority has reviewed or passed on the merits of any of the<br>Securities;
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(s) there is no government or other insurance covering any of the Securities; and
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(t) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Issuer<br>reserves the right to reject this Subscription for any reason.
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6. Representations and Warranties of the Subscriber
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6.1 The Subscriber hereby represents and warrants to the Issuer (which representations and warranties will survive the Closing) that:

(a) unless the Subscriber has completed Exhibit B, the Subscriber is not a U.S. Person (as defined in<br>Section 6.2);
(b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
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(c) the Subscriber is acquiring the Securities for its own account for investment purposes only and not with a view<br>to any resale, distribution or other disposition;
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(d) if the Subscriber is resident outside of Canada, the Subscriber is knowledgeable of, or has been independently<br>advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident which would apply to the offer and sale of the Securities,
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(e) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all<br>actions required pursuant hereto and, if the Subscriber is an entity, it is duly organized and validly subsisting under the laws of its jurisdiction of formation and all necessary approvals have been obtained to authorize execution and performance<br>of this Agreement on behalf of the Subscriber;
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(f) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of<br>any of the terms and provisions of any law applicable to, or, if applicable, the governing documents of, the Subscriber or of any agreement to which the Subscriber may be a party or by which the Subscriber is or may be bound;
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(g) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement<br>of the Subscriber enforceable against the Subscriber, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or<br>affecting generally, the enforcement of applicable creditors’ rights and remedies;
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(h) the Subscriber has received and carefully read this Agreement;
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(i) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including<br>those risks disclosed in the Public Record and the possible loss of the entire Principal Amount;
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(j) the Subscriber has made an independent examination and investigation of an investment in the Securities and the<br>Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Securities and the Issuer;
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(k) the Subscriber is not an underwriter of, or dealer in, any of the Securities, nor is the Subscriber<br>participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
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(l) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Securities<br>as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar<br>or meeting whose attendees have been invited by general solicitation or general advertising; and
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(m) no person has made to the Subscriber any written or oral representations:
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(i) that any person will resell or repurchase any of the Securities,
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(ii) that any person will refund the purchase price of any of the Securities, or
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(iii) as to the future price or value of any of the Securities.
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6.2 In this Agreement, the term “U.S. Person” will have the meaning ascribed thereto in Regulation S, and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or corporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts; or (e) any estate or trust of which any executor or administrator or trustee is a U.S. Person.

7. Representations and Warranties will be Relied Upon

7.1 The Subscriber acknowledges that its representations and warranties contained herein are made by it with the intention that such representations and warranties will be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase the Securities under applicable laws, or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery the certificates representing the Debentures, it will be representing and warranting that its representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of the Securities.

8. Representations and Warranties of the Issuer

8.1 The Issuer hereby represents and warrants to the Subscriber (which representations and warranties will survive the Closing for so long as any Obligations remain outstanding under the terms of the Debenture) that:

(a) it is duly incorporated, amalgamated, formed, merged or continued, as the case may be, and validly existing as<br>a corporation, company or partnership, under the laws of its jurisdiction of formation and is duly qualified, licensed or registered to carry on business under the laws applicable to it in all jurisdictions in which the nature of its property or<br>business makes such qualification necessary except where failure to be so qualified, licensed or registered could not reasonably be expected to have a Material Adverse Effect,
(b) it has all requisite corporate or other power and authority to (i) own and operate its property and to<br>carry on the Business carried on by it; and (ii) enter into and perform its obligations under this Agreement and the other Transaction Documents;
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(c) the execution, delivery and performance by the Issuer of each of this Agreement, the Debenture, and the<br>Warrant, including, without limitation, the reservation for issuance and the issuance of the Warrants Shares issuable upon exercise of the Warrant, and all other Transaction Documents to which it is a party, has been duly authorized by all corporate<br>and other actions required, and each such document has been duly executed and delivered by it, and constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to the availability of equitable<br>remedies and the effect of bankruptcy, insolvency and similar laws affecting the rights of creditors generally;
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(d) the execution and delivery of this Agreement, the Debenture, the Warrant, and the delivery of the Warrant<br>Shares issuable upon exercise of the Warrant, and the performance of its obligations hereunder and thereunder and compliance with the terms, conditions and provisions hereof and thereof, did not and will not conflict with or result in a breach of<br>any of the terms, conditions or provisions of (i) its constating documents or by laws, or (ii) any Applicable Law, or (iii) any other contractual restriction binding on or affecting its or its property;
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(e) the entering into and the performance by the Issuer of this Agreement, the Debenture, and the Warrant,<br>including, without limitation, the reservation for issuance and the issuance of the Warrants Shares issuable upon exercise of the Warrant, and all other Transaction Documents to which it is a party, do not require any filing, notice, consent,<br>approval, authorization or order of any Governmental Authority, except those that have been made or obtained, as applicable;
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(f) it has no contingent liabilities in excess of the liabilities that are either reflected or reserved against in<br>the Issuer’s audited financial statements and interim financial statements which would reasonably be expected to be material to the financial condition of the Issuer on a consolidated basis;
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(g) there are no litigation, arbitration or administrative proceedings, or investigations by any Governmental<br>Authority outstanding and there are no proceedings pending or, to its knowledge, threatened, against it, its officers or directors, or in respect of its property, which, if determined adversely to it could have a Material Adverse Effect;<br>
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(h) there are no expropriation or similar proceedings, actual or threatened, of which the Issuer has notice, or<br>reason to believe such notice is pending or threatened, against its assets, or any material part thereof;
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(i) it is conducting its Business in compliance in all material respects with all Applicable Laws of each<br>jurisdiction in which it carries on its business;
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(j) the Issuer is not in default in any material respect under any Material Contract;
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(k) its property is owned by it as the beneficial owner thereof with good and marketable title thereto, free and<br>clear of all Liens (other than Permitted Liens), encumbrances and defects, and any property leased by it is held under a valid, subsisting and enforceable lease;
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(l) there has been no voluntary or involuntary action taken either by or against the Issuer or any of its<br>Affiliates for winding-up, dissolution, liquidation, bankruptcy, receivership, administration or similar or analogous events in respect of any such Person or all or any material part of its assets or revenues;<br>
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(m) the Issuer maintains insurance policies with reputable insurers against risks of loss or damage to the<br>properties, assets and business of the Issuer of such types as are customary in the case of Persons engaged in the same or similar businesses to the full insurable value of their respective properties;
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(n) the audited consolidated financial statements and the related notes thereto of the Issuer for the year ended<br>December 31, 2020 and interim consolidated financial statements and the related notes thereto of the Parent for the nine (9) months ended September 30, 2021 comply in all material respects with the applicable requirements of<br>Applicable Laws and present fairly, in all material respects, the consolidated financial position of the Issuer as of the dates indicated and the results of its operations and the changes in its cash flows for the periods specified, and have been<br>prepared in conformity with GAAP, applied on a consistent basis throughout the periods covered thereby;
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(o) since December 31, 2020, no event or circumstance has occurred or is contemplated that has had or could<br>reasonably be expected to have a Material Adverse Effect;
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(p) it is not necessary that this Agreement, the Debenture or the Warrant be filed, recorded or enrolled with any<br>court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the documents or the transactions contemplated by the documents;
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(q) any secured and unsubordinated claims of a holder against the Issuer under the Debenture will rank at least<br>pari passu with the claims of all of the Issuer’s other secured creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies;
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(r) there are no off-balance sheet transactions arrangements, obligations<br>(including contingent obligations) or other relationships of the Issuer with unconsolidated entities or other Persons that may have a material current or future effect on the financial condition, changes in financial condition, results of<br>operations, earnings, cash flow, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses of the Issuer on a consolidated basis or that would reasonably be expected to be material to an investor;<br>
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(s) all information which has been provided by or on behalf of the Issuer to the Subscriber and its representatives<br>prior to the date hereof was and remains true and correct in all material respects as at the time provided and does not, as of such time, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein<br>or necessary in order to make such information not misleading;
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(t) the Issuer shall use the proceeds of the Offering in accordance with the Use of Proceeds;<br>
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(u) it is in compliance in all material respects with all Applicable Laws respecting labor, employment and<br>employment practices and benefits, terms and conditions of employment and wages and hours;
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(v) it is not party to any collective bargaining agreement, does not employ any member of a union, believes that<br>its relations with its employees are good and no executive officer has notified it that such officer intends to leave the Issuer or otherwise terminate such officer’s employment with the Issuer;
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(w) it (i) owns the capital stock or other comparable equity interests of each of its subsidiaries free and<br>clear of any liens and all of the issued and outstanding shares of such capital stock or comparable equity interests are validly issued and are fully paid, non-assessable and free of preemptive and similar<br>rights, and (ii) has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital stock or other comparable equity interests owned;
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(x) it is not, and for so long the Subscriber holds any Securities will be, an “investment company,” a<br>company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company<br>Act of 1940, as amended;
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(y) it has made or filed all federal, state and foreign income and all other tax returns, reports and declarations<br>required by any jurisdiction to which it is subject; has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested<br>in good faith; has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply; and there are no unpaid taxes in any material amount<br>claimed to be due by the taxing authority of any jurisdiction, and the officers of the Issuer know of no basis for any such claim; and
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(z) none of the Issuer, any of its predecessors, any affiliated issuer, any director, executive officer, other<br>officer of the Issuer participating in the Offering, any beneficial owner of 20% or more of the Issuer’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under<br>the Securities Act) connected with the Issuer in any capacity at the time of sale is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act.
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9. Acknowledgement
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9.1 The Subscriber acknowledges that the decision to acquire the Securities was solely made on the basis of the Public Record.

10. Collection of Personal Information

10.1 The Subscriber acknowledges and consents to the fact that the Issuer is collecting the Subscriber’s personal information for the purpose of fulfilling this Agreement and completing the Offering. The Subscriber’s personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) may be disclosed by the Issuer to (a) stock exchanges or Securities Regulatory Authorities, (b) the Issuer’s registrar and transfer agent, (c) Canadian tax authorities, (d) authorities pursuant to the Proceeds of Crime (Money Laundering) and TerroristFinancing Act (Canada) and (e) any of the other parties involved in the Offering, including the Issuer’s Counsel, and may be included in record books in connection with the Offering. By executing this Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber’s personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) for the foregoing purposes and to the retention of such personal information for as long as permitted or required by law or business practice. Notwithstanding that the Subscriber may be purchasing the Securities as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the nature and identity of such undisclosed principal, and any interest that such undisclosed principal has in the Issuer, all as may be required by the Issuer in order to comply with the foregoing.

10.2 The Issuer hereby notifies the Subscriber, and the Subscriber agrees, that:

(a) the Issuer may deliver to any securities commission having jurisdiction over the Issuer, the Subscriber or this<br>Subscription, including any Canadian provincial securities commissions and/or the SEC (collectively, the “ Commissions ”) certain personal information pertaining to the Subscriber, including such Subscriber’s full<br>name, address and telephone number, the number of shares or other securities of the Issuer owned by the Subscriber, the number of Securities purchased by the Subscriber and the total purchase price paid for such Securities, the prospectus exemption<br>relied on by the Issuer and the date of distribution of the Securities;
(b) such information is being collected indirectly by the Commissions under the authority granted to them in<br>securities legislation;
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(c) such information is being collected for the purposes of the administration and enforcement of the securities<br>laws; and
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(d) in the event the Subscriber has any questions with respect to the indirect collection of such information, the<br>Subscriber should contact the applicable securities regulatory authority at the contact details provided in Exhibit G.
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11. Costs
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11.1 Except as set out in section 11.2, the Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Securities will be borne by the Subscriber.

11.2 The Issuer agrees to reimburse the Subscriber and its affiliates upon demand for all reasonable out-of-pocket costs and expenses (including fees and expenses of legal counsel, auditors or other specialists) reasonably incurred by Subscriber and its affiliates in connection with the preparation, negotiation, execution, delivery of this Agreement and any related documents, provided that the total amount that the Issuer shall pay for the out-of-pocket costs and expenses of the Subscriber and its affiliates shall be capped at a maximum of $50,000.

12. Governing Law

12.1 All matters relating to the Agreement shall be governed by, construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts of law rules of the State of New York, or any other jurisdiction that would cause the laws of a jurisdiction other than the State of New York, to apply, and each of the parties hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the federal and state courts of sitting in the City of New York, Borough of Manhattan, State of New York, United States of America for adjudication of any dispute arising hereunder, the transactions contemplated hereby, or the agreements entered into in connection herewith (waiving right to trial by jury and agreeing not to commence any litigation relating thereto except in such courts).

13. Survival

13.1 This Agreement, including, without limitation, the representations, warranties and covenants contained herein will survive and continue in full force and effect and be binding upon the parties hereto.

14. Assignment

14.1 This Agreement is not transferable or assignable by Issuer. The Subscriber may freely transfer, assign, any of its rights and delegate any of its obligations under this Agreement to any Affiliate.

15. Severability

15.1 The invalidity or unenforceability of any particular provision of this Agreement will not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

16. Entire Agreement

16.1 Except as expressly provided in this Agreement, the Debenture or the Warrant and in the exhibits, schedules, agreements, instruments and other documents attached hereto or thereto, or contemplated or provided for herein or therein, this Agreement contains the entire agreement between the Issuer and the Subscriber with respect to the sale of the Securities, and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Issuer, Subscriber or by anyone else.

17. Notices

17.1 All notices and other communications hereunder will be in writing and will be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication, including facsimile, electronic mail or other means of electronic communication capable of producing a printed copy. Notices to the Subscriber will be directed to the address of the Subscriber set forth on page 2 of this Agreement and notices to the Issuer will be directed to it at the address of the Issuer set forth on page 3 of this Agreement.

18. Execution of Subscription Agreement

18.1 The Issuer and the Issuer’s Counsel will be entitled to rely on delivery by email or other means of electronic communication capable of producing a printed copy of an executed copy of this Agreement, and acceptance by the Issuer of such email or other form of electronic copy will be equally effective to create a valid and binding agreement between the Subscriber and the Issuer in accordance with the terms hereof. If less than a complete copy of this Agreement is delivered to the Issuer or the Issuer’s Counsel prior to or at the Closing, the Issuer and the Issuer’s Counsel are entitled to assume that the Subscriber accepts and agrees to all of the terms and conditions of the pages not delivered prior to or at the Closing (without any alterations to such page).

19. Counterparts and Electronic Means

19.1 This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, will constitute an original and all of which together will constitute one instrument. Delivery of an executed copy of this Agreement by email, facsimile transmission or other means of electronic communication capable of producing a printed copy, will be deemed to be execution and delivery of this Agreement as of the Closing Date.

20. Indemnity

20.1 Each party will indemnify and hold the other harmless, and, where applicable, their respective directors, officers, members, partners, employees, agents, advisors and equity holders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of such indemnifying party contained in this Agreement or in any document furnished by the indemnifying party in connection herewith being untrue in any material respect or any breach or failure by such indemnifying party to comply with any covenant or agreement made in connection therewith.

21. Definitions

21.1 In the Debenture, capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Subscription Agreement (as defined herein), and the following terms will have the following meanings:

(a) “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly<br>through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
(b) “Applicable Laws” means applicable: (i) laws, constitutions, treaties, statutes, codes,<br>ordinances, statutory rules, principles of common and civil law and equity, terms and conditions of any grants of approval, permissions, orders, decrees, rules, regulations and municipal by-laws, whether<br>domestic, foreign or international, (ii) judicial, arbitral, administrative, ministerial, departmental and regulatory judgments, orders, writs, injunctions, decisions, rulings, licences, decrees and awards of any Governmental Authority, and<br>(iii) policies, practices and guidelines of any Governmental Authority, which, although not actually having the force of law, are considered by such Governmental Authority as requiring compliance as if having the force of law, in each case<br>binding on or affecting a Person, or the assets of a Person, referred to in the context in which such word is used;
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(c) “Business” means the business of operating a US 121 domestic flag and supplemental charter airline<br>and a cargo service airline;
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(d) “Business Day” means any day except Saturday, Sunday and any day which is a statutory holiday in the<br>City of New York or a day on which banking institutions in the City of New York are authorized or required by Applicable Laws to close;
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(e) “Control” means the possession, directly or indirectly, of the power to direct or cause the direction<br>of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have corresponding meanings;
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(f) “Event of Default” has the meaning set forth in the Debenture;
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(g) “Exchange” means the Neo Exchange Inc., OTCQB or such other stock exchange as the securities of the<br>Issuer are listed on;
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(h) “GAAP” means generally accepted accounting principles in the United States applied on a consistent<br>basis;
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(i) “Governmental Authority” means: (i) any international, multinational, national, federal,<br>provincial, state, municipal, local or other governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the foregoing, and<br>(iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, including any Securities Regulatory Authority;
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(j) “Material Adverse Effect” means any event, circumstance, occurrence, fact or state of facts, change<br>or effect that, when taken individually or in aggregate: has or is reasonably expected to have a material adverse effect on (A) the financial condition of the Credit Parties (taken as a whole) on the value of any material Collateral (as defined<br>in the Debenture), on the enforceability of any Transaction Documents, or on the validity or priority of Subscriber Liens (as defined in the Debenture) on any Collateral, (B) the ability of the Issuer to operate its business in all material<br>respects in accordance with the operating plan in effect at the time of the occurrence of such event, circumstance, occurrence, fact or state of facts, change or effect, (C) the ability of the Issuer to perform or comply with its material<br>obligations under the Transaction Documents, including repayment of the Obligations (as defined in the Debenture), or (D) the rights and remedies of the Subscriber under the Transaction Documents;
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(k) “Material Contract” means at any time any written agreement entered into by the Issuer which if not<br>complied with or if terminated other than at scheduled maturity, would have a Material Adverse Effect;
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(l) “Permitted Liens” has the meaning set forth in the Debenture;
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(m) “Person” means an individual, partnership, corporation, joint stock company, trust, unincorporated<br>association, joint venture or other entity or Governmental Authority;
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(n) “Securities Regulatory Authorities” means collectively, the Securities and Exchange Commission, the<br>state securities regulatory authorities in each State of the United States, the provincial and territorial securities regulatory authorities in each of the provinces and territories of Canada, and the Exchange;
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(o) “Taxes” means all taxes (including for certainty, real property taxes), assessments, levies, imposts,<br>stamp taxes, duties, deductions, charges and similar impositions payable, levied, collected or assessed as of the date of this Agreement or at any time in the future, and “Tax” shall have a corresponding meaning.
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EXHIBIT A

CANADIAN INVESTOR QUESTIONNAIRE

TO: GLOBAL CROSSING AIRLINES GROUP INC. (the “Issuer”)
RE: Purchase of Debentures and Warrants (the “Securities”) of the Issuer
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Capitalized terms used in this Canadian Investor Questionnaire (this “Questionnaire”) and not specifically defined have the meaning ascribed to them in the Private Placement Subscription Agreement between the Subscriber and the Issuer to which this Exhibit A is attached.

In connection with the purchase of the Securities by the undersigned (the “Subscriber”), the Subscriber hereby represents, warrants and certifies to the Issuer that the Subscriber:

(i) is purchasing the Securities as principal (or deemed principal under the terms of National Instrument 45-106 – Prospectus Exemptions as adopted by the Canadian Securities Administrators (“NI 45-106”));
(ii) (A) is resident in or is subject to the laws of one of the following (check one):
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☐ Alberta ☐ New Brunswick ☐ Prince Edward Island
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☐ British Columbia ☐ Nova Scotia ☐ Quebec
☐ Manitoba ☐ Ontario ☐ Saskatchewan
☐ Newfoundland and Labrador ☐ Yukon
☐ Northwest Territories ☐ Nunavut
☐ United States: _________________________ (List State of Residence)

or

(B) ☐ is resident in a country other than Canada or the United States; and
(iii) has not been provided with any offering memorandum in connection with the purchase of the Securities.<br>
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In connection with the purchase of the Securities, the Subscriber hereby represents, warrants and certifies to, and covenants and agrees with, the Issuer that the Subscriber meets one or more of the following criteria:

I.   SUBSCRIBERS PURCHASING UNDER THE “ACCREDITEDINVESTOR” EXEMPTION
(a) the Subscriber is not a trust company or trust company registered under the laws of Prince Edward Island that is not registered or authorized under the Trust and Loan Companies Act (Canada) or under comparable<br>legislation in another jurisdiction of Canada, and
(b) the Subscriber is an “accredited investor” within the meaning of NI<br>45-106, by virtue of satisfying the indicated criterion below (YOU MUST INITIAL OR PLACE A CHECK-MARK IN THE APPROPRIATE BOX(ES)) (see certain guidance with respect to accredited investorsbelow):
☐ (i) a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer,
☐ (ii) an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (i),
☐ (iii) an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the<br>Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador),
☐ (iv) an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds C$1,000,000 (YOU MUST ALSO COMPLETE AND SIGNAPPENDIX “A” TO THIS CERTIFICATE),
☐ (v) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds C$5,000,000 (YOU MUST ALSO COMPLETE AND SIGN APPENDIX “A” TO THISCERTIFICATE),
☐ (vi) an individual whose net income before taxes exceeded C$200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded C$300,000 in each of the 2 most recent calendar<br>years and who, in either case, reasonably expects to exceed that net income level in the current calendar year (YOU MUST ALSO COMPLETE AND SIGN APPENDIX “A” TO THIS CERTIFICATE),
☐ (vii) an individual who, either alone or with a spouse, has net assets of at least C$5,000,000 (YOU MUST ALSO COMPLETE AND SIGN APPENDIX “A” TO THIS CERTIFICATE),
☐ (viii) a person, other than an individual or investment fund, that has net assets of at least C$5,000,000 as shown on its most recently prepared financial statements and that has not been created or used solely to purchase or holdsecurities as an accredited investor as defined in this paragraph (viii),
☐ (ix) an investment fund that distributes or has distributed its securities only to<br><br><br><br> <br>(i) a person that is or was an accredited<br>investor at the time of the distribution,<br> <br><br><br><br>(ii)  a person that acquires or acquired securities in the circumstances referred to in Sections 2.10<br>[Minimum amount investment] or 2.19 [Additional investment in investment funds] of NI 45-106, or<br> <br><br><br><br>(iii)  a person described in paragraph (i) or (ii) that acquires or acquired securities under<br>Section 2.18 [Investment fund reinvestment] of NI 45-106,
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☐ (x) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of<br>Canada or a foreign jurisdiction,
☐ (xi) an entity organized in a foreign jurisdiction that is analogous to the entity referred to in paragraph (i) in form and function, or
☐ (xii) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;
☐ (xiii) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;
II.   SUBSCRIBERS PURCHASING UNDER THE “FAMILY, FRIENDS ANDBUSINESS ASSOCIATES” EXEMPTION
(a) the Subscriber is (YOU MUST INITIAL OR PLACE A CHECK-MARK IN THE APPROPRIATE BOX(ES)):
☐ (i) a director, executive officer or control person of the Issuer, or of an affiliate of the Issuer,
☐ (ii) a spouse, parent, grandparent, brother, sister, child or grandchild of _________________________________ (print name of person), who is a director, executive officer or control person of the Issuer or of an affiliate of the<br>Issuer,
☐ (iii) a parent, grandparent, brother, sister, child or grandchild of the spouse of ___________________________________ (print name of person), who is a director, executive officer or control person of the Issuer or of an affiliate<br>of the Issuer,
☐ (iv) a close personal friend (see guidance on making this determination below) of ___________________________________<br>(print name of person), who is a director, executive officer, founder or control person of the Issuer, or of an affiliate of the Issuer, and has been for _____________ (print number) years based on the following<br>factors:
_________________________________________________________________________ (explain the nature of the close personal friendship),
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☐ (v) a close business associate (see guidance on making this determination below) of ___________________________________ (print name of person), who is a director, executive officer, founder or control person of the Issuer,<br>or of an affiliate of the Issuer, and has been for _____________ (print number) years based on the following factors:
________________________________________________________________ (explain the nature of the close business association),
☐ (vi) a founder of the Issuer or a spouse, parent, grandparent, brother, sister, child, grandchild, close personal friend or close business associate (see guidance on making these determinations below) of<br>________________________________ (print name of person), who is a founder of the Issuer, and, if a close personal friend or close business associate of such person, has been for _____________ (print number) years based on the following<br>factors:
________________________________________________________________ (explain the nature of the close personal friendship or business association),
☐ (vii) a parent, grandparent, brother, sister, child or grandchild of the spouse of ______________________________ (print name of person), who is a founder of the Issuer,
☐ (viii) a company of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons or companies described in subsections II(a)(i) to II(a)(vii) above, or
☐ (ix) a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons or companies described in subsections II(a)(i) to II(a)(viii) above;
(b) if the Subscriber is resident in the Province of Ontario or is subject to the securities laws of the Province<br>of Ontario, the Subscriber has provided the Issuer with a signed risk acknowledgement form (to be provided by the Issuer on request), and
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(c) if the Subscriber is resident in the Province of Saskatchewan or is subject to the securities laws of the<br>Province of Saskatchewan, and the Subscriber is relying on the indicated criterion as set out in subsections II(a)(iv), II(a)(v) or II(a)(viii) or II(a)(ix), if the distribution is based in whole or in part on a close personal friendship or a close<br>business association, the Subscriber has provided the Issuer with a signed risk acknowledgement form (to be provided by the Issuer on request); or
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III. SUBSCRIBERS PURCHASING UNDER THE MINIMUM AMOUNT INVESTMENT

(a) the Subscriber is not an “individual” as that term is defined in applicable Canadian securities laws,<br>
(b) the Subscriber is purchasing the Securities as principal for its own account and not for the benefit of any<br>other person,
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(c) the Securities have an acquisition cost to the Subscriber of not less than C$150,000, payable in cash at the<br>Closing, and
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(d) the Subscriber was not created and is not being used solely to purchase or hold securities in reliance on the<br>prospectus exemption provided under Section 2.10 of NI 45-106, it pre-existed the Offering and has a bona fide purpose other than investment in the Securities.<br>
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Definitions

For the purposes of this Canadian Investor Questionnaire and Appendix “A” attached to this Canadian Investor Questionnaire:

(a) an issuer is “affiliated” with another issuer if:
(i) one of them is the subsidiary of the other, or
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(ii) each of them is controlled by the same person;
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(b) “control person” means:
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(i) a person who holds a sufficient number of the voting rights attached to all outstanding voting securities of an<br>issuer to affect materially the control of the issuer, or
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(ii) each person in a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment<br>or understanding, which holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer,
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and, if a person or combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person or combination of persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;

(c) “director” means:
(i) a member of the board of directors of a company or an individual who performs similar functions for a company,<br>and
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(ii) with respect to a person that is not a company, an individual who performs functions similar to those of a<br>director of a company;
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(d) “eligibility adviser” means:
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(i) a person that is registered as an investment dealer and authorized to give advice with respect to the type of<br>security being distributed, and
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(ii) in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society<br>of a jurisdiction of Canada or a public accountant
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who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not:

(A) have a professional, business or personal relationship with the issuer, or any of its directors, executive<br>officers, founders or control persons, and
(B) have acted for or been retained personally or otherwise as an employee, executive officer, director, associate<br>or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;
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(e) “executive officer” means, for an issuer, an individual who is:
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(i) a chair, vice-chair or president,
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(ii) a vice-president in charge of a principal business unit, division or function including sales, finance or<br>production, or
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(iii) performing a policy-making function in respect of the issuer;
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(f) “financial assets” means:
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(i) cash,
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(ii) securities, or
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(iii) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of<br>securities legislation;
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(g) “foreign jurisdiction” means a country other than Canada or a political subdivision of a<br>country other than Canada;
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(h) “founder” means, in respect of an issuer, a person who,
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(i) acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the<br>initiative in founding, organizing or substantially reorganizing the business of the issuer, and
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(ii) at the time of the distribution or trade is actively involved in the business of the issuer;<br>
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(i) “fully managed account” means an account of a client for which a person makes the investment<br>decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;
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(j) “individual” means a natural person, but does not include
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(i) a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or trust, or<br>
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(ii) a natural person in the person’s capacity as a trustee, executor, administrator or personal or other legal<br>representative;
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(k) “investment fund” means a mutual fund or a<br>non-redeemable investment fund, and, for great certainty in British Columbia, includes an employee venture capital corporation and a venture capital corporation as such terms are defined in National Instrument<br>81-106 Investment Fund Continuous Disclosure;
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(l) “jurisdiction” or “jurisdiction of Canada” means a province or territory of<br>Canada except when used in the term “foreign jurisdiction”;
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(m) “non-redeemable investment fund” means an issuer:<br>
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(i) whose primary purpose is to invest money provided by its securityholders,
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(ii) that does not invest
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(A) for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a<br>mutual fund or a non-redeemable investment fund, or
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(B) for the purpose of being actively involved in the management of any issuer in which it invests, other than an<br>issuer that is a mutual fund or a non-redeemable investment fund, and
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(iii) that is not a mutual fund;
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(n) “person” includes:
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(i) an individual,
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(ii) a corporation,
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(iii) a partnership, trust, fund and an association, syndicate, organization or other organized group of persons,<br>whether incorporated or not, and
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(iv) an individual or other person in that person’s capacity as a trustee, executor, administrator or personal<br>or other legal representative;
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(o) “related liabilities” means:
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(i) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or

(ii) liabilities that are secured by financial assets; and
(p) “spouse” means, an individual who:
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(i) is married to another individual and is not living separate and apart within the meaning of the DivorceAct (Canada), from the other individual,
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(ii) is living with another individual in a marriage-like relationship, including a marriage-like relationship<br>between individuals of the same gender, or
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(iii) in Alberta, is an individual referred to in paragraph (i) or (ii), or is an adult interdependent partner<br>within the meaning of the Adult Interdependent Relationships Act (Alberta).
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Guidance On Accredited Investor Exemptions forIndividuals

An individual accredited investor is an individual:

(a) who, either alone or with a spouse, beneficially owns financial assets (please see the guidance below regarding<br>what financial assets are) having an aggregate realizable value that. before taxes but net of any related liabilities (please see the guidance below regarding what related liabilities are), exceeds C$1,000,000;
(b) whose net income before taxes exceeded C$200,000 in each of the 2 most recent calendar years or whose net<br>income before taxes combined with that of a spouse exceeded C$300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;
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(c) who, either alone or with a spouse, has net assets (please see the guidance below regarding calculating net<br>assets) of at least C$5,000,000; and
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(d) who beneficially owns financial assets (please see the guidance below regarding what financial assets are)<br>having an aggregate realizable value that, before taxes but net of any related liabilities (please see the guidance below regarding what related liabilities are), exceeds C$5,000,000.
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The monetary thresholds above are intended to create bright-line standards. Subscribers who do not satisfy these monetary thresholds do not qualify as accredited investors.

Spouses

Sections (a), (b) and (c) above are designed to treat spouses as a single investing unit, so that either spouse qualifies as an accredited investor if the combined financial assets of both spouses exceed C$1,000,000, the combined net income of both spouses exceeds C$300,000, or the combined net assets of both spouses exceed C$5,000,000. Section (d) above does not treat spouses as a single investing unit.

If the combined net income of both spouses does not exceed C$300,000, but the net income of one of the spouses exceeds C$200,000, only the spouse whose net income exceeds C$200,000 qualifies as an accredited investor.

Financial Assets and Related Liabilities

For the purposes of Sections (a) and (d) above, “financial assets” means: (1) cash, (2) securities, or (3) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation. These financial assets are generally liquid or relatively easy to liquidate. The value of a subscriber’s personal residence is not included in a calculation of financial assets.

The calculation of financial assets must exclude “related liabilities”, meaning: (1) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or (2) liabilities that are secured by financial assets.

As a general matter, it should not be difficult to determine whether financial assets are beneficially owned by an individual, an individual’s spouse, or both, in any particular instance. However, in the case where financial assets are held in a trust or in another type of investment vehicle for the benefit of an individual, there may be questions as to whether the individual beneficially owns the financial assets. The following factors are indicative of beneficial ownership of financial assets:

• physical or constructive possession of evidence of ownership of the financial asset;
• entitlement to receipt of any income generated by the financial asset;
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• risk of loss of the value of the financial asset; and
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• the ability to dispose of the financial asset or otherwise deal with it as the individual sees fit.<br>
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For example, securities held in a self-directed RRSP for the sole benefit of an individual are beneficially owned by that individual.

In general, financial assets in a spousal RRSP can be included for the purposes of the C$1,000,000 financial asset test in Section (a) above because Section (a) takes into account financial assets owned beneficially by a spouse. However, financial assets in a spousal RRSP cannot be included for purposes of the C$5,000,000 financial asset test in Section (d) above.

Financial assets held in a group RRSP under which the individual does not have the ability to acquire the financial assets and deal with them directly do not meet the beneficial ownership requirements in either Sections (a) or (d) above.

Net Assets

For the purposes of Section (c) above, “net assets” means all of a subscriber’s total assets minus all of the subscriber’s total liabilities. Accordingly, for the purposes of the net asset test, the calculation of total assets includes the value of a subscriber’s personal residence, and the calculation of total liabilities includes the amount of any liability (such as a mortgage) in respect of the subscriber’s personal residence.

To calculate a subscriber’s net assets under the net asset test, subtract the subscriber’s total liabilities from the subscriber’s total assets. The value attributed to assets should reasonably reflect their estimated fair value. Income tax is considered a liability if the obligation to pay it is outstanding at the time of the distribution of the security to the subscriber by the Issuer.

Guidance On Accredited Investor Exemptions forCorporations, Trusts and Other Entities

Accredited investors that are corporations, trusts or other entities include:

(a) a corporation, trust or other entity, other than an investment fund, that has net assets (please see the<br>guidance below regarding calculating net assets) of at least C$5,000,000 as shown on its most recently prepared financial statements in accordance with applicable generally accepted accounting principles and that has not been created or used solely<br>to purchase or hold securities as an accredited investor;
(b) a corporation, trust or other entity in respect of which all of the owners of interests, direct, indirect or<br>beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors; and
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(c) a trust established by an accredited investor for the benefit of the accredited investor’s family members<br>of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that<br>accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.
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Net Assets

For the purposes of Section (a) above, “net assets” means all of the subscriber’s total assets minus all of the subscriber’s total liabilities. The minimum net asset threshold of C$5,000,000 specified in Section (a) above must be shown on the entity’s most recently prepared financial statements. The financial statements must be prepared in accordance with applicable generally accepted accounting principles.

Guidance on Close Personal Friend and Close Business Associate Determination

A “close personal friend” of a director, executive officer, founder or control person of an issuer is an individual who knows the director, executive officer, founder or control person well enough and has known them for a sufficient period of time to be in a position to assess their capabilities and trustworthiness and to obtain information from them with respect to the investment.

The following factors are relevant to this determination:

(a) the length of time the individual has known the director, executive officer, founder or control person,<br>
(b) the nature of the relationship between the individual and the director, executive officer, founder or control<br>person including such matters as the frequency of contacts between them and the level of trust and reliance in the other circumstances, and
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(c) the number of “close personal friends” of the director, executive officer, founder or control person<br>to whom securities have been distributed in reliance on the private issuer exemption or the family, friends and business associates exemption.
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An individual is not a close personal friend solely because the individual is:

(a) a relative,
(b) a member of the same club, organization, association or religious group,
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(c) a co-worker, colleague or associate at the same workplace,<br>
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(d) a client, customer, former client or former customer,
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(e) a mere acquaintance, or
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(f) connected through some form of social media, such as Facebook, Twitter or LinkedIn.
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The relationship between the individual and the director, executive officer, founder or control person must be direct. For example, the exemption is not available to a close personal friend of a close personal friend of a director of the issuer. Further, a relationship that is primarily founded on participation in an internet forum is not considered to be that of a close personal friend.

A “close business associate” is an individual who has had sufficient prior business dealings with a director, executive officer, founder or control person of the issuer to be in a position to assess their capabilities and trustworthiness and to obtain information from them with respect to the investment.

The following factors are relevant to this determination:

(a) the length of time the individual has known the director, executive officer, founder or control person,<br>
(b) the nature of any specific business relationships between the individual and the director, executive officer,<br>founder or control person, including, for each relationship, when it began, the frequency of contact between them and when it terminated if it is not ongoing, and the level of trust and reliance in the other circumstances,
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(c) the nature and number of any business dealings between the individual and the director, executive officer,<br>founder or control person, the length of the period during which they occurred, and the nature and date of the most recent business dealing, and
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(d) the number of “close business associates” of the director, executive officer, founder or control<br>person to whom securities have been distributed in reliance on the private issuer exemption or the family, friends and business associates exemption.
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An individual is not a close business associate solely because the individual is:

(a) a member of the same club, organization, association or religious group,
(b) a co-worker, colleague or associate at the same workplace,<br>
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(c) a client, customer, former client or former customer,
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(d) a mere acquaintance, or
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(e) connected through some form of social media, such as Facebook, Twitter or LinkedIn.
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The relationship between the individual and the director, executive officer, founder or control person must be direct. For example, the exemptions are not available for a close business associate of a close business associate of a director of the issuer. Further, a relationship that is primarily founded on participation in an internet forum is not considered to be that of a close business associate.

General

The Subscriber agrees that the above representations and warranties will be true and correct both as of the execution of this Questionnaire and as of the Closing and acknowledges that they will survive the completion of the issue of the Securities.

The Subscriber acknowledges that the foregoing representations and warranties are made by the Subscriber with the intent that they be relied upon in determining the suitability of the Subscriber to acquire the Securities and that this Questionnaire is incorporated into and forms part of the Agreement and the undersigned undertakes to immediately notify the Issuer of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the closing time of the purchase and sale of the Securities.

The Subscriber undertakes to immediately notify the Issuer of any change in any statement or other information relating to the Subscriber set forth in the Agreement or in this Questionnaire which takes place prior to the Closing.

By completing this Questionnaire, the Subscriber authorizes the indirect collection of this informationby each applicable regulatory authority and acknowledges that such information may be made available to the public under applicable laws.

DATED as of the _______ day of __________________, 2022.

Print Name of Subscriber (or person signing as agent of the Subscriber)
By:
Signature of Subscriber (or Authorized Signatory)
Print Name and Title of Authorized
Signatory (if Subscriber is not an individual)

APPENDIX “A”

TO CANADIAN INVESTOR QUESTIONNAIRE

Form 45-106F9

Form for Individual Accredited Investors

WARNING!<br><br><br>This investment is risky. Don’t invest unless you can afford to lose all the money you pay for thisinvestment.
SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
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1. About your investment
Type of securities: Debentures and Warrants Issuer: GLOBAL CROSSING AIRLINES GROUP INC. (the “Issuer”)
Purchased from: The Issuer.
SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER
2. Risk acknowledgement
This investment is risky. Initial that you understand that:
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Risk of loss – You could lose your entire investment of US__________. [Instruction: Insert the total dollar amount of the investment.]
Liquidity risk – You may not be able to sell your investment quickly – or at all.
Lack of information – You may receive little or no information about your investment.
Lack of advice – You will not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or provides<br>information to, you about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca.
3. Accredited investor status
You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for<br>ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria.
•  Your net income before taxes was more than C200,000 in each of the 2 most<br>recent calendar years, and you expect it to be more than C200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)
•  Your net income before taxes combined with your spouse’s was more than<br>C300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than C300,000 in the current calendar year.

All values are in US Dollars.

•  Either alone or with your spouse, you own more than<br>C1 million in cash and securities, after subtracting any debt related to the cash and securities.
•  Either alone or with your spouse, you have net assets worth more<br>than C5 million. (Your net assets are your total assets (including real estate) minus your total debt.)
4. Your name and signature
By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form.
First and last name (please print):
Signature:
SECTION 5 TO BE COMPLETED BY THE SALESPERSON
5. Salesperson information
[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer or selling security<br>holder, a registrant or a person who is exempt from the registration requirement.]
First and last name of salesperson (please print):
Telephone:
Name of firm (if registered):
SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
6. For more information about this investment
For investment in a non-investment fund
Global Crossing Airlines Group Inc.
Bldg. 5A, Miami Int’l Airport 4th floor<br>4200 NW 36th Street Miami, FL 33166 Telephone: (786) 751-8503 (Attn: Ryan Goepel)
Email: ryan.goepel@globalxair.com

All values are in US Dollars.

EXHIBIT B

UNITED STATES ACCREDITED INVESTOR QUESTIONNAIRE

TO: GLOBAL CROSSING AIRLINES GROUP INC. (the “Issuer”)
RE: Purchase of Debentures and Warrants (the “Securities”) of the Issuer
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Capitalized terms used in this U.S. Questionnaire (this “Questionnaire”) and not specifically defined have the meaning ascribed to them in the Private Placement Subscription Agreement (the “Subscription Agreement”) between the undersigned (the “Subscriber”) and the Issuer to which this Exhibit B is attached.

This Questionnaire applies only to persons that are U.S. Purchasers. A “U.S. Purchaser” is: (a) any U.S. Person, (b) any person purchasing the Securities on behalf of any U.S. Person, (c) any person that receives or received an offer of the Securities while in the United States, or (d) any person that is in the United States at the time the Subscriber’s buy order was made or the Subscription Agreement was executed or delivered.

The Subscriber understands and agrees that none of the Securities have been or will be registered under the 1933 Act, or applicable state, provincial or foreign securities laws, and the Securities are being offered and sold to the Subscriber in reliance upon the exemption provided in Section 4(a)(2) of the 1933 Act and Rule 506 of Regulation D under the 1933 Act for non-public offerings. The Securities are being offered and sold within the United States only to “accredited investors” as defined in Rule 501(a) of Regulation D. The Securities offered hereby are not transferable except in accordance with the restrictions described herein.

The Subscriber represents, warrants, and certifies to, and covenants and agrees with, the Issuer (which representations, warranties, covenants, agreements and certifications will survive the Closing), and acknowledges that the Issuer is relying thereon, that:

1. it is not resident in Canada;
2. it has such knowledge and experience in financial and business matters as to be capable of evaluating the<br>merits and risks of an investment in the Securities and it is able to bear the economic risk of loss of its entire investment;
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3. the Issuer has provided to it the opportunity to ask questions and receive answers concerning the terms and<br>conditions of the Offering and it has had access to such information concerning the Issuer as it has considered necessary or appropriate in connection with its investment decision to acquire the Securities;
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4. it is acquiring the Securities for its own account, for investment purposes only and not with a view to any<br>resale, distribution or other disposition of the Securities in violation of the United States securities laws;
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5. it (a) has adequate net worth and means of providing for its current financial needs and possible personal<br>contingencies, (b) has no need for liquidity in an investment in the Securities, and (c) is able to bear the economic risks of an investment in the Securities for an indefinite period of time;
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6. if the Subscriber is an individual (that is, a natural person and not a corporation, partnership, trust or<br>other entity), then it satisfies one or more of the categories indicated below (please place an “X” on the appropriate lines):
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a natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, exceeds US$1,000,000. For purposes of this category, “net worth” means the excess of total assets at<br>fair market value (including personal and real property, but excluding the estimated fair market value of a person’s primary home) over total liabilities. Total liabilities excludes any mortgage on the primary home in an amount of up to the<br>home’s estimated fair market value as long as the mortgage was incurred more than 60 days before the Securities are purchased, but includes (a) any mortgage amount in excess of the home’s fair market value and (b) any mortgage<br>amount that was borrowed during the 60 day period before the Closing Date for the purpose of investing in the Securities,
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a natural person who had an individual income in excess of US$200,000 in each of the two most recent years, or joint income with their spouse or spousal equivalent in excess of US$300,000 in each of those years and has a reasonable<br>expectation of reaching the same income level in the current year,
a director, executive officer, or general partner of the Issuer;
an individual holding in good standing any of the general securities representative license (Series 7), the investment adviser representative license (Series 65), or the private securities offerings representative license (Series<br>82); or
Any natural person who is a “knowledgeable employee,” as defined in rule 3c5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities<br>being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;
7. if the Subscriber is a corporation, partnership, trust or other entity), then it satisfies one or more of the<br>categories indicated below (please place an “X” on the appropriate lines):
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an organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the<br>Securities, with total assets in excess of US$5,000,000;
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a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United States) (“Advisers Act”);
a “family office,” as defined in rule 202(a)(11)(G)-1 under the Advisers Act: (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific<br>purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and<br>risks of the prospective investment;
a “family client,” as defined in rule 202(a)(11)(G)-1 under the Advisers Act), of a family office meeting the requirements for a “family office” above and whose prospective<br>investment is directed by a person who has such knowledge and experience in financial and business matters that such family client is capable of evaluating the merits and risks of the prospective investment;
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a trust with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933<br>Act;
an entity in which all of the equity owners satisfy the requirements of one or more of the categories set forth in Section 6 of this Questionnaire;
any bank as defined in Section 3(a)(2) of the 1933 Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act whether acting in its individual or fiduciary<br>capacity;
any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;
any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission<br>under section 203(l) or (m) of the Investment Advisers Act of 1940;
any insurance company as defined in Section 2(a)(13) of the 1933 Act;
any investment company registered under the Investment Company Act of 1940, as amended, or a business development company as defined in Section 2(a)(48) of that Act;
any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;
any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act;
any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of<br>US$5,000,000; or
any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank,<br>savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are<br>U.S. Accredited Investors;
8. it has not purchased the Securities as a result of any form of general solicitation or general advertising,<br>including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, internet, television or other form of telecommunications, or any seminar or meeting whose attendees<br>have been invited by general solicitation or general advertising;
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9. if the Subscriber decides to offer, sell or otherwise transfer any of the Securities, it will not offer, sell<br>or otherwise transfer any of such Securities, directly or indirectly, unless:
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(a) the sale is to the Issuer,
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(b) the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation<br>S under the 1933 Act and in compliance with applicable local laws and regulations in which such sale is made;
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(c) the sale is made pursuant to the exemption from the registration requirements under the 1933 Act provided by<br>Rule 144 thereunder and in accordance with any applicable state securities or “blue sky” laws, or
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(d) the Securities are sold in a transaction that does not require registration under the 1933 Act or any<br>applicable state laws and regulations governing the offer and sale of securities, and
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(e) it has, prior to such sale pursuant to subsection (c) or (d), furnished to the Issuer an opinion of<br>counsel of recognized standing reasonably satisfactory to the Issuer, to such effect;
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10. it understands and acknowledges that, upon the issuance thereof, and until such time as the same is no longer<br>required under the applicable requirements of the 1933 Act or applicable U.S. state laws and regulations, the certificates representing the Securities, and all securities issued in exchange therefor or in substitution thereof, will bear a legend (in<br>addition to the legends required by Canadian securities laws) in substantially the following form:
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“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF GLOBAL CROSSING AIRLINES GROUP INC. (THE “ISSUER”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE ISSUER, UPON ITS REQUEST, AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

provided, that if any of the **** Securities are being sold pursuant to Rule 144 under the 1933 Act and in compliance with any applicable state securities laws, the legend may be removed by delivery to the Issuer’s registrar and transfer agent of an opinion satisfactory to the Issuer and its registrar and transfer agent to the effect that the legend is no longer required under applicable requirements of the 1933 Act or applicable state securities laws;

11. it understands and agrees that there may be material tax consequences to the Subscriber of an acquisition or<br>disposition of the Securities. The Issuer gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of the Subscriber’s acquisition or disposition of<br>the Securities. In particular, no determination has been made whether the Issuer will be a “passive Foreign investment company” within the meaning of Section 1291 of the United States Internal Revenue Code;<br>
12. it understands and agrees that the financial statements of the Issuer have been prepared in accordance with<br>International Financial Reporting Standards, which differ from United States generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies;
--- ---
13. it consents to the Issuer making a notation on its records or giving instructions to any transfer agent of the<br>Issuer in order to implement the restrictions on transfer set forth and described in this Questionnaire and the Subscription Agreement;
--- ---
14. it is resident in the United States of America, its territories and possessions or any state of the United<br>States or the District of Columbia (collectively the “United States”), is a “U.S. Person” as such term is defined in Regulation S or was in the United States at the time the Securities were offered or the Subscription<br>Agreement was executed;
--- ---
15. it understands and acknowledges that (i) if the Issuer is ever deemed to be, or to have been at any time<br>previously, an issuer with no or nominal operations and no or nominal assets other than cash and cash equivalents, Rule 144 under the 1933 Act may not be available for resales of the Securities, and (ii) the Issuer is not obligated to take, and<br>have no present intention of taking, any action to make Rule 144 under the U.S. Securities Act (or any other exemption) available for resales of the Securities;
--- ---
16. it understands and acknowledges that the Issuer is not obligated to remain a “foreign issuer”;<br>
--- ---
17. (a) the funds representing the Principal Amount which will be advanced by it to the Issuer will not represent<br>proceeds of crime for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, as may be amended from time to time (the “PATRIOTAct”), and it acknowledges that the Issuer may in the future be required by law to disclose its name and other information relating to the Offering and its subscription hereunder, on a confidential basis, pursuant to the PATRIOT Act, and<br>(b) no portion of the Principal Amount to be provided by it (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America or any other jurisdiction, or (ii) is<br>being tendered on behalf of a person or entity that has not been identified to or by it, and it shall promptly notify the Issuer if it discovers that any of such representations ceases to be true and provide the Issuer with appropriate information<br>in connection therewith.
--- ---

The Subscriber agrees that the above representations and warranties will be true and correct both as of the execution of this Questionnaire and as of the Closing and acknowledges that they will survive the completion of the issue of the Securities.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

The Subscriber acknowledges that the foregoing representations and warranties are made by the Subscriber with the intent that they be relied upon in determining the suitability of the Subscriber to acquire the Securities and that this Questionnaire is incorporated into and forms part of the Agreement. The Subscriber undertakes to immediately notify the Issuer of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the Closing.

Bycompleting this Questionnaire, the Subscriber authorizes the indirect collection of this information by each applicable regulatory authority and acknowledges that such information may be made available to the public under applicable laws.

Dated _____________________________, 2022.

X
Signature of individual (if Subscriber is an individual)
X
Authorized signatory (if Subscriber is not an individual)
Name of Subscriber (please print)
Name of authorized signatory (please print)

EXHIBIT C

RISK ACKNOWLEDGEMENT FORM

Risk Acknowledgement under BCI 32-513

Registration Exemption for Trades

in Connection with Certain Prospectus-Exempt Distributions

Name of Issuer: GLOBAL CROSSING AIRLINES GROUP INC.

Name of Seller:

I acknowledge that

• the person selling me these securities is not registered with a securities regulatory authority and is prohibited<br>from telling me that this investment is suitable for me;
• the person selling me these securities does not act for me;
--- ---
• this is a risky investment and I could lose all my money; and
--- ---
• I am investing entirely at my own risk.
--- ---

Date

Signature of Subscriber
Print name of Subscriber
Name of salesperson acting on behalf of seller

Sign two copies of this document. Keep one copy for your records.

National Instrument 45-106 Prospectus Exemptions may require you to sign an additional risk acknowledgement form. If you want advice about the merits of this investment and whether these securities are a suitable investment for you, contact a registered adviser or dealer.

EXHIBIT D

ACKNOWLEDGEMENT – PERSONAL INFORMATION

1. Neo Exchange Inc. and its affiliates, authorized agents, subsidiaries and divisions, including the Neo Exchange<br>(collectively referred to as the “Exchange”) collect Personal Information in certain Forms that are submitted by the individual and/or by an Issuer or Applicant and use it for the following purposes:
(a) to conduct background checks;
--- ---
(b) to verify the Personal Information that has been provided about each individual;
--- ---
(c) to consider the suitability of the individual to act as an officer, director, insider, promoter, investor<br>relations provider or, as applicable, an employee or consultant, of the Issuer or Applicant;
--- ---
(d) to consider the eligibility of the Issuer or Applicant to list on the Exchange;
--- ---
(e) to provide disclosure to market participants as to the security holdings of directors, officers, other insiders<br>and promoters of the Issuer, or its associates or affiliates;
--- ---
(f) to conduct enforcement proceedings; and
--- ---
(g) to perform other investigations as required by and to ensure compliance with all applicable rules, policies,<br>rulings and regulations of the Exchange, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada.
--- ---

As part of this process, the Exchange also collects additional Personal Information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, regulations service providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished.

The Personal Information the Exchange collects may also be disclosed:

(a) to the agencies and organizations in the preceding paragraph, or as otherwise permitted or required by law, and<br>they may use it in their own investigations for the purposes described above; and
(b) on the Exchange’s website or through printed materials published by or pursuant to the directions of the<br>Exchange.
--- ---

The Exchange may from time to time use third parties to process information and/or provide other administrative services. In this regard, the Exchange may share the information with such third party service providers.

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

For questions about the collection of Personal Information by the British Columbia Securities Commission, please contact the Administrative Assistant to the Director of Corporate Finance, 12th Floor, 701 West Georgia Street, Box 10142, Vancouver, BC V7Y 1L2, phone: (604) 899-6854.

EXHIBIT E

OFFSHORE SUBSCRIBER’S CERTIFICATE

TO BE COMPLETED BY SUBSCRIBERS RESIDENT IN A JURISDICTION OUTSIDE OF CANADA AND THE UNITED STATES.

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

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

Capitalized terms used but not defined in this schedule have the meaning ascribed to them in the subscription agreement to which this Exhibit is attached.

The undersigned subscriber (the “Subscriber”) hereby represents, covenants and certifies to the Issuer that:

A. is purchasing the Securities as principal or deemed under applicable Securities Laws in Canada to be purchasing<br>as principal;
B. the Subscriber is not a resident of Canada or the United States or subject to applicable Securities Laws in<br>Canada, and the decision to purchase the Securities was taken in the Subscriber’s jurisdiction of residence;
--- ---
C. the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws<br>having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the Securities;
--- ---
D. the Subscriber is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements<br>under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Securities under applicable securities laws of the International Jurisdiction without the need to rely on any exemptions;
--- ---
E. the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings<br>or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Securities;
--- ---
F. the purchase of the Securities by the Subscriber does not trigger:
--- ---
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such<br>purchase in the International Jurisdiction, or
--- ---
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction;<br>
--- ---
G. the Subscriber will not sell, transfer, exercise or dispose of the Securities except in accordance with all<br>applicable laws, including applicable securities laws of Canada, and the Subscriber acknowledges that the Issuer will have no obligation to register any such purported sale, transfer, exercise or disposition which violates applicable Canadian<br>securities laws; and
--- ---
H. the Subscriber will provide such evidence of compliance with all such matters as the Issuer, or the counsel of<br>the Issuer may request.
--- ---

The Subscriber acknowledges that the Issuer is relying on this certificate to determine the Subscriber’s suitability as a purchaser of securities of the Issuer. The Subscriber agrees that the representations, covenants and certifications contained in this certificate will survive the issuance of the Securities the Subscriber. The foregoing representations contained in this certificate are true and accurate as of the date of this certificate and will be true and accurate as of the Closing Date and the Subscriber acknowledges that this Offshore Subscriber’s Certificate is incorporated into and forms a part of the subscription agreement to which it is attached. If any such representation is not true and accurate prior to the Closing Date, the undersigned will give immediate written notice of such fact to the Issuer prior to the Closing Date.

Dated _____________________________, 2022.

X
Signature of individual (if Subscriber is an individual)
X
Authorized signatory (if Subscriber is not an individual)
Name of Subscriber (please<br>print)
Name of authorized signatory (please<br>print)

EXHIBIT F

US DOLLAR WIRE INSTRUCTIONS

INSTRUCTIONS FOR WIRING FUNDS TO GLOBAL CROSSING AIRLINES.

BENEFICIARY: GLOBAL CROSSING AIRLINES LLC
4200 NW 36^th^ St.
Miami, FL 33166
BENEFICIARY BANK: Fifth Third Bank
200 East Las Olas Blvd #130
Ft. Lauderdale, FL 33301
ABA: 067091719
ROUTING: 042000314 (Domestic Wires)
ACCOUNT NUMBER: 7435324640
SWIFT CODE: FTBCUS3CXXX
CURRENCY: USD

PLEASE ALSO INSTRUCT YOUR BANKER TO QUOTE

YOUR NAME AND OUR FILE NUMBER GLOBALX2022

PLEASE ENSURE THAT APPLICABLE WIRE FUNDS FOR YOUR BANK AND US$25.00 FOR THE RECEIVING BANK’S WIRE CHARGES ARE ADDED TO YOUR WIREDPRINCIPAL AMOUNT.

EXHIBIT G

CONTACT INFORMATION FOR CANADIAN SECURITIES ADMINISTRATORS

Alberta Securities Commission Public official contact regarding indirect collection of
Suite 600, 250 – 5th Street SW information: Superintendent of Securities
Calgary, Alberta T2P 0R4
Telephone: 403-297-6454 Government of the Northwest Territories
Toll free in Canada: 1-877-355-0585 Office of the Superintendent of Securities
Facsimile: 403-297-2082 P.O. Box 1320
Public official contact regarding indirect collection of Yellowknife, Northwest Territories X1A 2L9
information: FOIP Coordinator Telephone: 867-767-9305
Facsimile: 867-873-0243
British Columbia Securities Commission Public official contact regarding indirect collection of
P.O. Box 10142, Pacific Centre information: Superintendent of Securities
701 West Georgia Street
Vancouver, British Columbia V7Y 1L2 Nova Scotia Securities Commission
Inquiries: 604-899-6854 Suite 400, 5251 Duke Street
Toll free in Canada: 1-800-373-6393 Duke Tower
Facsimile: 604-899-6581 P.O. Box 458
Email: FOI-privacy@bcsc.bc.ca Halifax, Nova Scotia B3J 2P8
Public official contact regarding indirect collection of Telephone: 902-424-7768
information: FOI Inquiries Facsimile: 902-424-4625
Public official contact regarding indirect collection of
The Manitoba Securities Commission information: Executive Director
500 – 400 St. Mary Avenue
Winnipeg, Manitoba R3C 4K5<br> <br>Telephone:<br>204-945-2561 Government of Nunavut<br><br><br>Department of Justice
Toll free in Manitoba: 1-800-655-5244 Legal Registries Division
Facsimile: 204-945-0330 P.O. Box 1000, Station 570
Public official contact regarding indirect collection of<br><br><br>information: Director 1st Floor, Brown Building<br> <br>Iqaluit, Nunavut X0A<br>0H0
Telephone: 867-975-6590
Financial and Consumer Services Commission (New Brunswick)<br><br><br>85 Charlotte Street, Suite 300 Facsimile: 867-975-6594<br> <br>Public official contact<br>regarding indirect collection of information: Superintendent of Securities
Saint John, New Brunswick E2L 2J2
Telephone: 506-658-3060 Ontario Securities Commission
Toll free in Canada: 1-866-933-2222 20 Queen Street West, 22nd Floor
Facsimile: 506-658-3059 Toronto, Ontario M5H 3S8
Email: info@fcnb.ca Telephone: 416-593-8314
Public official contact regarding indirect collection of Toll free in Canada: 1-877-785-1555
information: Chief Executive Officer and Privacy Facsimile: 416-593-8122
Officer Email: exemptmarketfilings@osc.gov.on.ca
Government of Newfoundland and Labrador Financial Services Regulation Division Public official contact regarding indirect collection of information: Inquiries Officer
P.O. Box 8700 Prince Edward Island Securities Office
Confederation Building 95 Rochford Street, 4th Floor Shaw Building
2nd Floor, West Block P.O. Box 2000
Prince Philip Drive Charlottetown, Prince Edward Island C1A 7N8
St. John’s, Newfoundland and Labrador A1B 4J6 Telephone: 902-368-4569
Attention: Director of Securities Facsimile: 902-368-5283
Telephone: 709-729-4189 Public official contact regarding indirect collection of
Facsimile: 709-729-6187 information: Superintendent of Securities
Autorité des marchés financiers Financial and Consumer Affairs Authority of
--- ---
800, rue du Square-Victoria, 22e étage Saskatchewan
C.P. 246, tour de la Bourse Suite 601 - 1919 Saskatchewan Drive
Montréal, Québec H4Z 1G3 Regina, Saskatchewan S4P 4H2
Telephone: 514-395-0337 or 1-877-525-0337 Telephone: 306-787-5842
Facsimile: 514-873-6155 (For filing purposes only) Facsimile: 306-787-5899
Facsimile: 514-864-6381 (For privacy requests only) Public official contact regarding indirect collection of
Email: financementdessocietes@lautorite.qc.ca (For information: Director
corporate finance issuers);
fonds_dinvestissement@lautorite.qc.ca (For Office of the Superintendent of Securities
investment fund issuers) Government of Yukon
Public official contact regarding indirect collection of Department of Community Services
information: Corporate Secretary 307 Black Street, 1st Floor
P.O. Box 2703, C-6
Whitehorse, Yukon Y1A 2C6
Telephone: 867-667-5466
Facsimile: 867-393-6251
Email: securities@gov.yk.ca
Public official contact regarding indirect collection of
information: Superintendent of Securities

EX-10.2

Exhibit 10.2

[For Canadians Only] UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED HEREBY, AND ANY SECURITIES ISSUABLE UPONEXERCISE OF SUCH SECURITIES, WILL NOT TRADE THE SECURITIES BEFORE [•].

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THEUNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF GLOBAL CROSSING AIRLINES INC. (THE “ISSUER”) THAT SUCH SECURITIES MAY BEOFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THEU.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATESECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO SUCH EFFECT; OR (E) PURSUANT TO AN EFFECTIVEREGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

Warrant Certificate<br><br><br>Number: 2022-[•] Number of<br> <br>Warrants: [•]

ISIN: US37960G5009

COMMON STOCK PURCHASE WARRANT

For the Purchase of [•] Shares of Common Stock

of

GLOBAL CROSSING AIRLINES GROUP INC.

  1. Purchase Warrant. THIS CERTIFIES THAT, in consideration of [•] [Name and Address of Subscriber] (“Holder”) subscription of Units pursuant to the Subscription Agreement to which this Purchase Warrant is attached (the “Subscription Agreement”), Holder is entitled, at any time or from time to time from the date of the closing of Holder’s subscription of Units pursuant to the Subscription Agreement (the “Effective Date”), and at or before 11:59 p.m., Eastern time, twenty four (24) months from the Effective Date (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [•] shares of common stock of Global Crossing Airlines Group Inc., a Delaware corporation (the “Company”), par value $0.001 per share (the “Shares”), subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at US $1.24 per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context.

  2. Exercise.

2.1 Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and delivered to the Company, together with this Purchase Warrant and, at the option of the Holder, payment of the Exercise Price for the Shares being purchased or by notifying the Company that this Purchase Warrant is being exercised pursuant to a cashless exercise, by the following methods:

i. in cash by wire transfer of immediately available funds to an account designated by the Company or by certified<br>check or official bank check;
ii. by instructing the Company to issue Shares then issuable upon exercise of all or any part of this Purchase<br>Warrant on a net basis such that, without payment of any cash consideration or other immediately available funds, the Holder shall surrender this Purchase Warrant in exchange for the number of Shares as is computed using the following formula:<br>
--- ---

X = Y(A - B) ÷ A.

Where:

X = the number of Shares to be issued to the Holder.

Y = the total number of Shares for which the Holder has elected to exercise.

2

A = the fair market value of one Share as of the applicable Exercise Date.

B = the Exercise Price in effect under this Purchase Warrant as of the applicable Exercise Date.

For purposes of this Section 2.1, the fair market value of a Share is defined as follows:

(i) if the Company’s common stock is traded on a securities exchange in the United States, the fair market value shall be deemed to be the closing price on such exchange on the trading day immediately prior to the date the exercise form is submitted to the Company in connection with the exercise of the Purchase Warrant; or

(ii) if (i) is not applicable but the Company’s common stock is traded on a securities exchange in Canada, the fair market value shall be deemed to be the closing price on such exchange on the trading day immediately prior to the date the exercise form is submitted to the Company in connection with the exercise of the Purchase Warrant, with such price converted into United States dollars using the average rate Canadian/US dollar exchange rate reported by the Bank of Canada on the trading day immediately prior to the date the exercise form is submitted to the Company in connection with the exercise of the Purchase Warrant; or

(iii) if (i) and (ii) are not applicable but is actively traded over-the-counter in the United States, the fair market value shall be deemed to be the closing bid price on the trading day immediately prior to the date the exercise form is submitted to the Company in connection with the exercise of the Purchase Warrant; or

(iv) if (i), (ii) and (iii) are not applicable and there is no active public market, the value shall be the fair market value thereof, as agree to in good faith between the Holder and the Company’s Board of Directors.

If the subscription rights represented hereby shall not be exercised at or before 11:59 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.

2.2 ValidIssuance of Purchase Warrant and Shares; Payment of Taxes. With respect to the exercise of this Purchase Warrant, the Company hereby represents, covenants and agrees:

i. This Purchase Warrant is, and any Purchase Warrant issued in substitution for or replacement of this Purchase<br>Warrant shall be, upon issuance, duly authorized and validly issued.
i. All Shares issuable upon the exercise of this Purchase Warrant pursuant to the terms hereof shall be, upon<br>issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Shares are, validly issued, fully paid and non-assessable, issued without violation of any preemptive<br>or similar rights of any stockholder of the Company and free and clear of all taxes, liens and charges.
--- ---

3

ii. The Company shall take all such actions as may be necessary to ensure that all such Shares are issued without<br>violation by the Company of any applicable law or governmental regulation or any requirements of any securities exchange upon which the Shares may be listed at the time of such exercise.
iii. The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be<br>imposed on the Company with respect to, the issuance or delivery of Shares upon exercise of this Purchase Warrant.
--- ---

2.3 Legend. Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (the “Act”):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE.”

[For Canadians Only] In addition, until the date that is four months and one day after the issuance of this Purchase Warrant, each certificate for the securities purchased under this Purchase Warrant shall bear legends as follows:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [•].”

  1. Transfer.

3.1 General Restrictions. In order to make any permitted assignment or transfer, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within two (2) business days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.

3.2 Restrictions Imposed by theSecurities Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Saul Ewing Arnstein & Lehr, LLP or Baker & Hostetler LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.

4

  1. New Purchase Warrants to be Issued.

4.1 Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price if exercised pursuant to Section 2.1.i hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.

4.2 Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant and of reasonably satisfactory indemnification, the Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.

  1. Adjustments.

5.1 Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall be subject to adjustment from time to time as hereinafter set forth:

5.1.1 Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 5.3 below, the number of outstanding Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the Exercise Price shall be proportionately decreased.

5.1.2 Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 5.3 below, the number of outstanding Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the Exercise Price shall be proportionately increased.

5.1.3 Replacement of Securities uponReorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than a change covered by Section 5.1.1 or 5.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share reconstruction or amalgamation or consolidation of the Company with or into another corporation or other entity (other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification or

5

reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares covered by Section 5.1.1 or 5.1.2, then such adjustment shall be made pursuant to Sections 5.1.1, 5.1.2 and this Section 5.1.3. The provisions of this Section 5.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.

5.1.4 Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section 5.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in the Purchase Warrants initially issued pursuant to the Subscription Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Effective Date or the computation thereof.

5.1.5 Issuance of Additional Securities. If, after the date hereof, the Company shall, at any time or from time to time, issue or sell, or is deemed to have issued or sold, any Shares or securities convertible into or exercisable or exchangeable for Shares, without consideration or for consideration of less than $0.75 per Share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then immediately upon such issuance or sale (or deemed issuance or sale), the Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale) shall be reduced (and in no event increased) to an Exercise Price equal to the quotient obtained by dividing:

i. the sum of (A) the product obtained by multiplying the Shares, Class A<br>Non-Voting Shares and Class B Non-Voting Shares outstanding immediately prior to such issuance or sale (or deemed issuance or sale) by the Exercise Price then in<br>effect plus (B) the aggregate consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale); by
ii. the sum of (A) the Shares, Class A Non-Voting Shares and<br>Class B Non-Voting Shares outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (B) the aggregate number of Shares issued or sold (or deemed issued or sold) by the<br>Company in such issuance or sale (or deemed issuance or sale), provided that in no event may the reduced Exercise Price be less than any minimum price threshold required by the rules of the securities exchange where the Shares of the Company are<br>listed.
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This Section 5.1.5 shall not be applicable to issuances pursuant to the Company’s stock option plan, restricted share unit plan, performance share unit plan or employee share purchase plan in effect on the Closing Date (and as may be amended in accordance with the rules of the securities exchange where the Shares of the Company are traded) or any other currently outstanding securities convertible into Shares or other securities of the Company provided that the terms of such outstanding securities are not amended or otherwise modified after the date hereof.

5.1.6 Rights Offering. If, after the date hereof, the Company fixes a record date for the issue or distribution of rights, options or warrants to the holders of all or substantially all of the outstanding Shares pursuant to which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (such period being the “Rights Period”), to subscribe for or purchase Shares or securities exchangeable for or convertible into Shares at a price per Share (or in the case of securities exchangeable for or convertible into Shares at an exchange or conversion price per share at the date of issue of such securities) of less than 95% of the Current Market Price of the Shares on such record date (any of such events being herein called a “Rights Offering”), the Exercise Price will be adjusted effective immediately after the record date for the Rights Offering to the amount determined by multiplying the Exercise Price in effect on such record date by a fraction:

i. the numerator of which will be the aggregate of

(A) the number of Shares outstanding on the record date for the Rights Offering; and

(B) the quotient determined by dividing

(1) either (a) the product of the number of Shares offered during the Rights Period pursuant to the Rights Offering and the price at which such Shares are offered, or, (b) the product of the exchange or conversion price of the securities so offered and the number of Shares for or into which the securities offered pursuant to the Rights Offering may be exchanged or converted, as the case may be, by

(2) the Current Market Price of the Shares as of the record date for the Rights Offering; and

ii. the denominator of which will be the aggregate of the number of Shares outstanding on such record date and the<br>number of Shares offered pursuant to the Rights Offering (including in the case of the issue or distribution of securities exchangeable for or convertible into Shares the number of Shares for or into which such securities may be exchanged or<br>converted).

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If by the terms of the rights, options, or warrants referred to in this Section 5.1.6, there is more than one purchase, conversion or exchange price per Share, the aggregate price of the total number of additional Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered, will be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Share, as the case may be. Any Shares owned by or held for the account of the Company will be deemed not to be outstanding for the purpose of any such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this Section 5.1.6 as a result of the fixing by the Company of a record date for the issue or distribution of rights, options or warrants referred to in this Section 5.1.6, the Exercise Price will be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Shares actually issued and remaining issuable after such expiry and will be further readjusted in such manner upon the expiry of any further such right.

“Current Market Price” of a Share at any date means the volume weighted average trading price on the securities exchange set out in Section 2.1(i) or (ii), as applicable, for the twenty (20) consecutive trading days ending one (1) trading day prior to the relevant date or, if the Shares are not listed on any securities exchange, then on the over-the-counter market set out in Section 2.1(iii) with the volume weighted average price per Share being determined by dividing the aggregate sale price of all Shares sold on the said exchange or market, as the case may be, during the said twenty (20) consecutive trading days by the aggregate number of Shares so sold or, if the Shares are not listed or quoted on any stock exchange or over-the-counter market, such price as agreed to in good faith between the Holders and the Company’s Board of Directors.

5.1.7 Other Events. If any event occurs of the type contemplated by the provisions of this Section 5.1 but not expressly provided for by such provisions(including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s Board of Directors will make an appropriate adjustment in the Exercise Price and the number of Warrant Shares, as mutually determined by the Company’s Board of Directors and the Holder, so as to protect the rights of the Holder; provided that no such adjustment pursuant to this Section 5.1.7 will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 5.1.

5.1.8 Statement of Adjustment. Whenever the Exercise Price or the Warrant Shares into which this Purchase Warrant is exercisable shall be adjusted as provided in this Section 5.1, the Company shall forthwith prepare a statement showing in reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in effect and the Warrant Shares into which this Purchase Warrant shall be exercisable after such adjustment, and cause a copy of such statement to be delivered to the Holder as promptly as practicable.

5.1.9 Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section 8.6.

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5.2 Substitute Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into, another corporation or other entity (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification or change of the outstanding Shares), the corporation or other entity formed by such consolidation or share reconstruction or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 5. The above provision of this Section 5 shall similarly apply to successive consolidations or share reconstructions or amalgamations.

5.3 Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of Shares or other securities, properties or rights.

5.4 Purchase Rights. In addition to any adjustments pursuant to Section 5.1 above, if at any time on or after the Effective Date and on or prior to the Expiration Date the Company grants, issues or sells any options, convertible securities or rights to purchase stock, warrants, securities or other property, in each case pro rata to the record holders of the common stock (the “Purchase Rights”), then the Holder will be entitled, and the Company shall reserve the Holder’s pro rata share of the Purchase Rights pending the complete exercise of this Purchase Warrant, to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of common stock acquirable upon complete exercise of this Purchase Warrant (without regard to any limitations or restrictions on exercise of this Purchase Warrant) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of common stock are to be determined for the grant, issuance or sale of such Purchase Rights.

6. Noncircumvention; Reservation and Listing.

6.1 The Company hereby covenants and agrees that the Company will not, by amendment of its certificate of incorporation or bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Purchase Warrant, and will at all times in good faith carry out all of the provisions of this Purchase Warrant and take all action as may be required to protect the rights of the Holder.

6.2 The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder.

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6.3 The Company hereby covenants and agrees that as long as the Purchase Warrants shall be outstanding, the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of the Purchase Warrants to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTCQB or OTCQX or any successor trading market) on which the Shares may then be listed or quoted.

  1. Certain Notice Requirements.

7.1 Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive notice as a shareholder for the election of directors or any other matter, or, subject to Section 5.4, as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section 7.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the shareholders.

7.2 Events Requiring Notice. The Company shall be required to give the notice described in this Section 7 upon one or more of the following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.

7.3 Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 5 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial Officer.

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7.4 Transmittal of Notices. Any notice required or permitted to be given to the Company or the Holder will be in writing and may be given by prepaid registered post, email transmission (return receipt requested) or other means of electronic communication capable of producing a printed copy to the address of the party set forth below or such other address as such party may specify by notice in writing to the other party, and any such notice will be deemed to have been given and received by the party to whom it was addressed if mailed, on the third day following the mailing thereof, if by facsimile or other electronic communication, on the date sent, or, if delivered, on delivery if sent or delivered during normal business hours of the recipient, and on the next business day if sent or delivered after normal business hours of the recipient: (i) if to the registered Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following address or to such other address as the Company may designate by notice to the Holders:

Global Crossing Airlines Group

Bldg. 5A, Miami Int’l Airport, 4th Floor.

4200 NW 36th Street, Miami, FL, 33166

Attention: Ryan Goepel, EVP/Chief Financial Office

Email: ryan.goepel@globalxair.com

8. Miscellaneous.

8.1 Amendments. Except as otherwise provided herein, this Purchase Warrant may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Purchase Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

8.2 Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Purchase Warrant.

8.3 Entire Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

8.4 Binding Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.

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8.5 Governing Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to conflict of laws principles thereof. Each of the parties hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the federal and state courts sitting in the City of New York, Borough of Manhattan, State of New York, for adjudication of any dispute arising hereunder, the transactions contemplated hereby, or the agreements entered into in connection herewith. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 7.4 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

8.6 Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

8.7 Execution inCounterparts. This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission.

8.8 Electronic Signature. This Warrant Certificate may be electronically signed on behalf of the Corporation by the Authorized Signing Officer of the Company and such electronic signature shall be deemed an original signature.

8.9 Severability. If any provision of this Purchase Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Purchase Warrant so long as this Purchase Warrant as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the

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prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the [•] day of [•], 2022.

GLOBAL CROSSING AIRLINES GROUP INC.
By:
Name: Sheila Paine
Title: Corporate Secretary

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[Form to be used to exercise Purchase Warrant]

Date: _______________, 20___

The undersigned hereby elects irrevocably to exercise the Purchase Warrant for                     shares of common stock, par value $0.001 per share (the “Shares”), of Global Crossing Airlines Group Inc., a Delaware corporation (the “Company”), and hereby makes payment of $                    (at the rate of $                    per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which the Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.

or

The undersigned hereby elects irrevocably to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for ______ Shares, as determined in accordance with the following formula:

Y(A-B)

X    =                  A

Where,

X = The number of Shares to be issued to Holder;

Y = The number of Shares for which the Purchase Warrant is being exercised;

A = The fair market value of one Share as of the applicable Exercise Date, which is equal to $_____; and

B = The Exercise Price in effect under the Purchase Warrant as of the applicable Exercise Date, which is equal to $______ per share

The undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with respect to the calculation shall be resolved pursuant to Section 8.5 of the Purchase Warrant.

Signature

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INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name:

(Print in Block Letters)

Address:

__________ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:

DTC Participant:    ______________________________________________________

DTC Number:    ____________________________________________________________

Account Number:    ______________________________________________________

NOTICE: The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever.

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[Form to be used to assign Purchase Warrant]

ASSIGNMENT

(To be executed by the registered Holder to effect a transfer of the within Purchase Warrant):

FOR VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto the right to purchase shares of common stock, par value $0.001 per share, of Global Crossing Airlines Group Inc., a Delaware corporation (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company.

Dated: __________, 20__

Signature

NOTICE: The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever.

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EX-10.3

Exhibit 10.3

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE SUCH SECURITIES BEFORE [•], 2022.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF GLOBAL CROSSING AIRLINES GROUP INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THECOMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IFAVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR(D), THE SELLER FURNISHES TO THE COMPANY, UPON ITS REQUEST, AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY INSETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

DEBENTURE

Issue Date: [•], 2022 ISIN: US37960GAB05

FOR VALUE RECEIVED, GLOBAL CROSSING AIRLINES GROUP INC. (the “Company”) **** promises to pay to [NAME], [ADDRESS], [EMAIL] or its registered assigns (the ”Holder”), the principal sum of [ • ] ($[ • ]) in lawful currency of the United States (the “PrincipalAmount”), together with all Obligations accrued thereon, on the date that is not later than two years after the Issue Date (the “Maturity Date”), subject to the terms and conditions hereof. This Debenture will bear Interest (as defined herein) calculated per annum at the Interest Rate (as defined herein).

This Debenture is subject to the following additional terms and conditions:

1. Definitions

1.1 In this Debenture, capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Subscription Agreement (as defined herein), and the following terms will have the following meanings:

(a) “Account Debtor” means any Person who is or who may become obligated to the Credit Parties<br>under, with respect to, or on account of an Account Receivable or other Collateral;
(b) “Accounts Receivable” mean any and all accounts (as such term is defined in the UCC) of Credit<br>Parties and each and every right of the Credit Parties to (i) the payment of money, or (ii) the receipt or disbursement of products, goods, services or other valuable consideration, whether such right now exists or hereafter arises,<br>whether such right arises out of a sale, lease or other disposition of Inventory, or out of a rendering of services, or out of a policy of insurance issued or to be issued, or from a secondary obligation or arising out of the use of a credit or<br>charge card or information contained on or for use with such card, incurred or to be incurred, or any other transaction or event, whether such right is created, generated or earned by Credit Parties or by some other Person who subsequently transfers<br>its interest to Credit Parties, whether such right is or is not already earned by performance, and howsoever such right may be evidenced, together with all other rights and interests (including all liens and security interests) which Credit Parties<br>may at any time have by law or agreement against any Account Debtor or other Person obligated to make any such payment or against any property of such Account Debtor or other Person;
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(c) “Affiliate” means, with respect to a specified Person, another Person that directly, or<br>indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified;
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(d) “Alterna Lease” means the lease arrangement for aircraft MSN 2662 A319;
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(e) “Applicable Laws” means applicable: (i) laws, constitutions, treaties, statutes,<br>codes, ordinances, statutory rules, principles of common and civil law and equity, terms and conditions of any grants of approval, permissions, orders, decrees, rules, regulations and municipal by-laws,<br>whether domestic, foreign or international, (ii) judicial, arbitral, administrative, ministerial, departmental and regulatory judgments, orders, writs, injunctions, decisions, rulings, licences, decrees and awards of any Governmental Authority,<br>and (iii) policies, practices and guidelines of any Governmental Authority, which, although not actually having the force of law, are considered by such Governmental Authority as requiring compliance as if having the force of law, in each case<br>binding on or affecting a Person, or the assets of a Person, referred to in the context in which such word is used;
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(f) “Annual Forecast” has the meaning given to such term in Section 5.1(c);<br>
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(g) “Business” means the business of operating a US 121 domestic flag and supplemental charter<br>airline and a cargo service airline;
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(h) “Business Day” means any day except Saturday, Sunday and any day which is a statutory holiday<br>in the City or New York or a day on which banking institutions in the City of New York are authorized or required by Applicable Laws to close;
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(i) “Capital Stock” means (i) in the case of a corporation, corporate stock;<br>(ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (iii) in the case of a partnership or limited liability company,<br>partnership interests (whether general or limited) or membership interests; and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the<br>issuing Person, but excluding from all of the foregoing any debt securities convertible into, or exchangeable for, Capital Stock, whether or not such debt securities include any right of participation with Capital Stock;
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(j) “Capitalized Lease Obligation” means, for any Person, any payment obligation of such Person<br>under an agreement for the lease, license or rental of, or providing such Person with the right to use, property that, in accordance with GAAP, would be treated as a balance sheet liability;
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“Change of Control” means (i) one or more related transactions in which a Credit Party shall, directly or indirectly, (a) consolidate or merge with or into another Person (whether or not such Credit Party is the surviving entity), (b) sell, assign, transfer, lease, license, convey or otherwise dispose of all or substantially all of the properties or assets of a Credit Party to another Person, (c) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than fifty percent (50%) of the outstanding shares of Shares or other Equity Interests (not including any Shares or other Equity Interests held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), (d) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than fifty percent (50%) of the outstanding shares of Shares or Equity Interests of a Credit Party, or (E) reorganize, recapitalize or reclassify its Shares or other Equity Interests, (ii) one or more related transactions in which any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of fifty percent (50%) of the aggregate ordinary voting power represented by the Company’s issued and outstanding Shares, or (iii) the entering into of any other instrument or one or more related transactions structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction; provided, however, that the occurrence of any of the foregoing events shall not be deemed a Change of Control if, prior to the occurrence of the transaction which would otherwise trigger a Change of Control, the Company obtained the prior written approval to such transaction from the Holder;

(k) “Collateral”^^means all of the Credit<br>Parties’ tangible fixed assets, howsoever arising, wherever located and whether now owned or existing or hereafter existing or acquired, including, but not limited to, the following: (i) all Equipment; (ii) all Accounts Receivable;<br>(iii) all Inventory; (iv) any and all monies, reserves, deposits, deposit accounts, securities, cash, cash equivalents, balances, credits, and interest and dividends on any of the above, of or in the name of Credit Parties, now or<br>hereafter with any financial institution, and any and all other Property of any kind and description of or in the name of Credit Parties, now or hereafter, for any reason or purpose whatsoever, in the possession or control of, or in transit to, the<br>Holder or any agent or bailee for the Holder; (v) all investment Property; (vi) all furniture and fixtures; (vii) all documents of title and receipts, including, without limitation, all Vehicle Titles, whether negotiable or<br>nonnegotiable, including all goods covered by such documents; and (viii) all contracts, plans, specifications, documents and records of any kind relating to, and any and all substitutions, renewals, improvements, replacements, additions and<br>proceeds of, (i) through (vii) above, including, without limitation, proceeds of insurance policies;
(l) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent<br>or otherwise, of that Person with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to<br>the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect<br>thereto;
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(m) “Control” means the possession, directly or indirectly, of the power to direct or cause the<br>direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have corresponding meanings;
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  • 3 -
(n) “Credit Party” means the Company, Global Opco and Global LLC;
(o) “Debenture” means this debenture;
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(p) “Debt” of any Person means, without duplication (i) all indebtedness for borrowed money,<br>(ii) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP) (other than trade payables entered into in the<br>ordinary course of business), (iii) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced by notes, bonds, notes or similar instruments whether<br>convertible or not, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (v) all indebtedness created or arising under any conditional sale or other title retention agreement, or<br>incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to<br>repossession or sale of such property), (vi) all indebtedness referred to in clauses (i) through (v) above secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage,<br>lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable<br>for the payment of such indebtedness, (vii) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (i) through (vi) above; (viii) banker’s acceptances; (ix) the<br>balance deferred and unpaid of the purchase price of any property or services due more than three months after such property is acquired or such services are completed; (x) Hedging Obligations; and (xi) obligations under convertible<br>securities of a Credit Party. In addition, the term “Debt” of a Credit Party includes (a) all Debt of others secured by a Lien on any assets of a Credit Party or their respective Subsidiaries (whether or not such Debt is assumed by a<br>Credit Party or their respective Subsidiaries), and (b) to the extent not otherwise included, the guarantee by a Credit Party of any Debt of any other Person;
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(q) “Disposition” means any sale, assignment, transfer, conveyance, lease, license, granting of an<br>option, demolition, abandonment or other disposition (or agreement to dispose) of any nature or kind whatsoever of any property or of any right, title or interest in or to any property, and the verb “Dispose” has a correlative<br>meaning;
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(r) “EBITDAR” means earnings before interest, taxes, depreciation, amortization, and restructuring<br>or rent costs, as calculated by the Company, in each case in accordance with GAAP;
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(s) “Equipment” means all machinery and equipment owned by the Credit Parties, wherever located,<br>whether now owned or hereafter existing or acquired by the Credit Parties, any embedded software thereon, any additions thereon, accessions thereto or replacements of parts thereof;
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(t) “Equity Financing” means the sale of any Shares or securities convertible into or exchangeable<br>for Shares for cash proceeds to the Company (other than issuances pursuant to the Company’s stock option plan, restricted share unit plan, performance share unit plan or employee share purchase plan in effect on the Closing Date (and as may be<br>amended in accordance with the rules of the Exchange) or any other currently outstanding securities convertible into Shares or other securities of the Company);
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  • 4 -
(u) “Equity Interests” means Capital Stock and all warrants, options and other rights to acquire<br>Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock, whether or not such debt security includes the right of participation with Capital Stock).
(v) “Event of Default” has the meaning set forth in Section 6.1;
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(w) “Exchange” means the Neo Exchange Inc., OTCQB or such other stock exchange as the securities<br>of the Company are listed on;
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(x) “GAAP” means generally accepted accounting principles in the United States applied on a<br>consistent basis;
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(y) “Global LLC” means Global Crossing Operations LLC;
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(z) “Global Opco” means Global Crossing Airlines Inc.;
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(aa) “Governmental Authority” means: (i) any international, multinational, national, federal,<br>provincial, state, municipal, local or other governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the foregoing, and<br>(iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, including any Securities Regulatory Authority;
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(bb) “Guarantor” means Global Opco, Global LLC and each other Person which guarantees all or any<br>part of the Obligations;
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(cc) “Hedge Instrument” means, with respect to any Person, any interest rate, foreign exchange or<br>commodity price risk management agreement or product, including interest rate, currency or commodity exchange or swap agreements, futures contracts, forward rate agreements, interest rate cap agreements and interest rate collar agreements, options<br>and all other agreements or arrangements designed primarily to protect such Person against fluctuations in interest rates, currency exchange rates or commodity prices;
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(dd) “Hedging Obligations” means, with respect to any Person, the Person’s payment obligations<br>under Hedge Instruments calculated on a mark to market basis at the date of determination;
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(ee) “Interest” means any accrued but unpaid interest with respect to the Principal Amount;<br>
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(ff) “Interest Rate” means 15% per annum;
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(gg) “Inventory” means any and all goods, finished goods, whole goods, materials, raw materials, work-in-progress, components or supplies, wheresoever located and whether now owned or hereinafter acquired and owned by the Credit Parties, including, without limitation,<br>goods, finished goods, whole goods, materials, raw materials, work-in-process, components or supplies in transit, wheresoever located, whether now owned or hereafter<br>acquired by the Credit Parties, which are held for demonstration, illustration, sale or lease, furnished under any contract of service or held as raw materials,<br>work-in-
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  • 5 -
process for manufacturing or processing or supplies for manufacturing or processing, and all materials used or consumed in the business of the Credit Parties, and shall include such other<br>Property, the sale or disposition of which has given rise to an Accounts Receivable and which has been returned to or repossessed or stopped in transit by or on behalf of the Credit Parties, but shall not include Property owned by third parties in<br>the possession of the Credit Parties;
(hh) “Issue Date” means the date set out as the issue date on the first page of this Debenture;<br>
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(ii) “Lien” means any mortgage, charge, hypothec, assignment, pledge, lien, vendor’s<br>privilege, supplier’s right of reclamation or other security interest or encumbrance or adverse claim of whatever kind or nature, regardless of form and whether consensual or arising by law (statutory or otherwise), that secures the payment of<br>any indebtedness or liability or the observance or performance of any obligation;
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(jj) “Make-Whole Premium” has the meaning given to such term in Section 4.3;<br>
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(kk) “Material Adverse Effect” means any event, circumstance, occurrence, fact or state of facts,<br>change or effect that, when taken individually or in aggregate: has or is reasonably expected to have a material adverse effect on (A) the financial condition of the Credit Parties (taken as a whole), on the value of any material Collateral, on<br>the enforceability of any Transaction Documents, or on the validity or priority of Holder Liens on any Collateral, (B) the ability of the Company to operate its business in all material respects in accordance with the operating plan in effect<br>at the time of the occurrence of such event, circumstance, occurrence, fact or state of facts, change or effect, (C) the ability of the Company to perform or comply with its material obligations under the Transaction Documents, including<br>repayment of the Obligations, or (D) the rights and remedies of the Holder under the Transaction Documents;
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(ll) “Obligations” ” means any and all obligations, liabilities and indebtedness, including<br>without limitation, principal, interest (including, but not limited to, any interest calculated at a default rate and post-petition interest in any proceeding under any under any bankruptcy, insolvency or other similar law), preferences and other<br>fees, costs, expenses and other charges and obligations under, relating to or arising out of this Debenture, the Subscription Agreement (for so long as this Debenture remains outstanding), the Warrant (for so long as this Debenture remains<br>outstanding), the Registration Rights Agreement (for so long as this Debenture remains outstanding) or any of the other agreements of the Credit Parties to the Holder (with the exception of the Alterna Lease) of any and every kind and nature,<br>howsoever created, arising or evidenced and howsoever owned, held or acquired, whether now or hereafter existing, whether now due or to become due, whether primary, secondary, direct, indirect, absolute, contingent or otherwise (including, without<br>limitation, obligations of performance), whether several, joint or joint and several, and whether arising or existing under written or oral agreement or by operation of law, in all such cases, arising under this Debenture, the Subscription<br>Agreement, the Warrant, the Registration Rights Agreement and any of the other Transaction Documents;
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(mm) “Offering” means the offering by the Company of Debentures for gross proceeds of up to<br>$7,500,000;
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(nn) “Offering Principal Amount” means the aggregate Principal Amount of all Debentures issued in<br>the Offering that is outstanding at the relevant time;
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  • 6 -
(oo) “Permitted Asset Disposition” means so long as no Event of Default exists (i) a sale,<br>transfer or other Disposition of tangible property that is worn out, obsolete or no longer required in the conduct of the Business, (ii) a sale, transfer or other Disposition by the Company of tangible property that is not and has not been used<br>and is not reasonably required for carrying out the Business, provided that the Company receives fair market value for such property, (iii) a sale, transfer or other Disposition of property by the Company to the extent such Disposition is<br>required by health and safety Applicable Law or rulings by any Governmental Authority, (iv) a sale, transfer or other Disposition of inventory in the ordinary course of business, or (v) any Disposition as otherwise approved in writing by<br>the Holder;
(pp) “Permitted Liens” means, in respect of any property of any Person, any of the following:<br>
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(i) liens for Taxes not yet due or for which installments have been paid based on reasonable estimates pending<br>final assessments, or if due, the validity of which is being contested diligently and in good faith by appropriate proceedings by the Person and for which reasonable reserves under GAAP are maintained;
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(ii) undetermined or inchoate liens, rights of distress and charges incidental to current operations which have not<br>at such time been filed or exercised, or which relate to obligations not due or payable, or if due, the validity of which is being contested diligently and in good faith by appropriate proceedings by the Person;
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(iii) reservations, limitations, provisos and conditions expressed in any original grants from applicable<br>Governmental Authorities or other grants of real or immovable property, or interests therein, which do not materially affect the use of the affected land for the purpose for which it is used by the Person;
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(iv) zoning, land use and building restrictions, by laws, regulations and ordinances of federal, provincial, state,<br>municipal and other Governmental Authorities, licences, easements, rights of way, servitudes and rights in the nature of easements (including, without limiting the generality of the foregoing, licences, easements, rights of way and rights in the<br>nature of easements for railways, sidewalks, public ways, sewers, drains, gas, steam and water mains or electric light and power, or telephone and telegraph conduits, poles, wires and cables) which do not materially impair the use of the affected<br>land for the purpose for which it is used by the Person;
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(v) title defects, encroachments or irregularities or other matters relating to title which are of a minor nature<br>and which in the aggregate do not materially impair the use of the affected property for the purpose for which it is used by the Person;
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(vi) the right reserved to or vested in any Governmental Authority which is conferred or reserved by or in any<br>statute of the United States of America or the State of Florida, by the terms of any lease, licence, franchise, grant or permit acquired by the Person or by any statutory provision to terminate any such lease, licence, franchise, grant or permit, or<br>to require annual or other periodic payments as a condition to the continuance thereof;
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(vii) Liens resulting from the deposit of cash or securities (A) in connection with contracts, tenders,<br>expropriation proceedings, surety or appeal bonds and other similar Liens arising in connection with court proceedings when required by law, (B) in connection with workmen’s compensation and employment insurance obligations, (C) in<br>connection with the discharge of Liens and claims incidental to construction, mechanics’, warehousemen’s, carriers’, suppliers, repairers, storage and other similar Liens, and (D) in connection with public, statutory and other<br>like obligations incurred in the ordinary course of business; in each case, provided the obligations secured by such Liens are not yet due and payable, or are being contested diligently and in good faith;
(viii) security given to a public utility or any municipality or Governmental Authority when required by such utility<br>or Governmental Authority in connection with the operations of the Person in the ordinary course of its business;
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(ix) applicable municipal and other governmental restrictions, including municipal by laws and regulations,<br>affecting the use of land or the nature of any structures which may be erected thereon, provided that the Person in compliance therewith in all material respects and such restrictions do not materially reduce the value of the assets of the Person or<br>materially interfere with the use of such assets in the operation of the business of the Person;
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(x) Liens or any rights of distress that are reserved in or exercisable under any lease or sublease to which the<br>Person is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease, provided that such rent is not then overdue and the Person is then in compliance in all material respects with such terms and provided<br>further that any such Liens are limited to property located at the premises subject to the applicable lease or sublease;
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(xi) the Lien created by a judgment of a court of competent jurisdiction, as long as the judgment is being contested<br>diligently and in good faith by appropriate proceedings by the Person;
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(xii) Liens securing Purchase Money Obligations and Capitalized Lease Obligations;
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(xiii) cash collateral required by, and deposited with, financial institutions and bonding/surety companies as<br>security for letters of credit, letters of guarantee, performance bonds and surety bonds posted by or on behalf of the Company in the ordinary course of business; and
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(xiv) the extension, renewal or refinancing of any Permitted Lien provided that the principal amount is not increased<br>or the terms modified to impose more burdensome terms upon the Credit Parties;
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(qq) “Person” means an individual, partnership, corporation, joint stock company, trust,<br>unincorporated association, joint venture or other entity or Governmental Authority;
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(rr) “Purchase Money Obligations” means the outstanding balance of the purchase price of real<br>and/or personal property, title to which has been acquired or will be acquired upon payment of such purchase price, or indebtedness to non vendor third parties incurred to finance the acquisition of new (and not replacement) real and/or personal<br>property, or any refinancing of such indebtedness or outstanding balance (provided the outstanding principal amount thereof is not increased) provided such indebtedness does not exceed 100% of the fair market value of such real and/or personal<br>property;
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(ss) “Principal Amount” means the principal amount as may be due and owing by the Company to the<br>Holder from time to time under this Debenture;
(tt) “Property” means all types of real, personal, or tangible property;
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(uu) “Securities Regulatory Authorities” means collectively, the Securities and Exchange<br>Commission, the state securities regulatory authorities in each Sate of the United States, the provincial and territorial securities regulatory authorities in each of the provinces and territories of Canada, and the Exchange;
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(vv) “Shares” means collectively the shares of Common Stock, Class A Non-Voting Common Stock and Class B Non-Voting Common Stock of the Company;
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(ww) “Subscription Agreement” means the Subscription Agreement to which the Company and the Holder<br>are parties and pursuant to which the Holder agreed to purchase this Debenture;
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(xx) “Subsidiary” or “Subsidiaries” means, with respect to any Person (the<br>“Parent”), any corporation, limited liability company, partnership, association or other entity of which Capital Stock or other Equity Interests representing 50% or more of the ordinary voting power or, in the case of a partnership,<br>50% or more of the general partnership interests are, owned, Controlled or held by the Parent or one or more Subsidiaries of the Parent, or by the Parent and one or more Subsidiaries of the Parent;
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(yy) “Taxes” means all taxes (including for certainty, real property taxes), assessments, levies,<br>imposts, stamp taxes, duties, deductions, charges and similar impositions payable, levied, collected or assessed as of the date of this Agreement or at any time in the future, and “Tax” shall have a corresponding meaning; and<br>
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(zz) “UCC” means the Uniform Commercial Code as in effect in the State of New York; provided, in<br>the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, the Lender’s security interest in the Collateral is governed by the Uniform Commercial Code as in<br>effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Agreement and the other Transaction Documents<br>relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions; provided further, that to the extent that the UCC is used to define any term herein and such term is defined differently in<br>different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern.
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1.2 Unless otherwise provided, all dollar amounts referred to in this Debenture are in lawful money of the United States.

2. Subscription Agreement

2.1 This Debenture has been issued pursuant to the Subscription Agreement, is subject in all respects to the terms of the Subscription Agreement, and incorporates the terms of the Subscription Agreement to the extent that they do not conflict with the terms of this Debenture. The Company may not be assign, transfer, novate or dispose of any of its interest in or rights and Obligations under this Debenture without the prior written consent of the Holder. The Holder may freely transfer or assign, novate or sup-participate any or all of its interest in or rights and Obligations under this Debenture, subject to its compliance with Applicable Laws.

  • 9 -
3. Interest

3.1 The Principal Amount will bear simple Interest before the Maturity Date until the date of repayment in full of the Principal Amount and any Interest. The Interest will be calculated and payable quarterly (March 31, June 30, September 30 and December 31) and on the Maturity Date, on the basis of a year of 365 days. Following the Maturity Date, Interest will be calculated and compounded monthly until repayment in full of the Principal Amount together with all outstanding Obligations as provided.

4. Prepayments

4.1 The Principal Amount may be prepaid at any time at the Company’s option, in whole but not in part, and on not less than 30 Business Days’ prior written notice to the Holder. At the expiry of such notice period, the Company will pay to the Holder the Principal Amount together with all outstanding Obligations as provided herein.

4.2 The Principal Amount must be prepaid in whole or in part, as applicable, by the Company upon the occurrence of any of the foregoing events:

(a) If the Company receives written notice from the Holder of any Applicable Law coming into force after the Issue<br>Date, or of any change in any existing Applicable Law or in the interpretation or application thereof by any court or Governmental Authority, now or hereafter, that makes it unlawful for the Holder to have advanced the Principal Amount under the<br>Debenture or to give effect to its obligations in respect thereof, the Holder’s obligations under the Debenture shall immediately terminate and the Company shall pay to the Holder the Principal Amount together with all outstanding Obligations<br>as provided herein within the time required by such law, but in no event later than the Maturity Date.
(b) If the Company incurs Debt other than Debt permitted by Section 5.2(b), then not later than five<br>(5) Business Days after the incurrence of such Debt, an amount equal to the net proceeds of such Debt shall be paid by the Company to the Holder as a mandatory prepayment and shall be applied against the Principal Amount together with all<br>outstanding Obligations as provided herein.
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(c) If the Company completes an Equity Financing, then not later than five (5) Business Days after the closing<br>of such Equity Financing, an amount equal to the net proceeds of such Equity Financing shall be paid by the Company to the Holder as a mandatory prepayment and shall be applied against the Principal Amount together with all outstanding Obligations<br>as provided herein.
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(d) The Company shall provide the Holder with not less than 15 Business Days’ prior written notice of the<br>closing date of any Change of Control, and the Holder may, upon not less than 10 Business Days’ written notice in advance of such closing date, elect to require the Company to prepay the Principal Amount of the Debenture at a rate of 105% of<br>the Principal Amount, together with all outstanding Obligations as provided herein, on or prior to the closing date of such Change of Control.
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(e) In the event that the Company completes a listing on any NASDAQ market that includes a concurrent equity<br>offering (the “Nasdaq Listing”), then not later than five (5) Business Days after the completion of the Nasdaq Listing, the Company shall prepay the Principal Amount of the Debenture, together with all outstanding Obligations<br>as provided herein.
(f) If there shall be an Event of Default the Company shall immediately prepay in full the Principal Amount<br>together with all outstanding Obligations as provided herein.
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4.3 If the Company prepays all or any portion of the Principal Amount, the Company shall pay to the Holder a make-whole premium (the “Make-Whole Premium”) equal to:

(10% x P) – I

Where:

I = the aggregate amount of Interest received by the Holder on the prepaid Principal Amount as at the date of prepayment; and

P = the prepaid Principal Amount.

If the formula generates a negative number, the Make-Whole Premium is nil.

4.4 No Principal Amount prepaid under the terms of this Debenture may be reborrowed by the Company.

5. Covenants

5.1 So long as any Obligations remain outstanding, the Credit Parties will (except as otherwise consented to by the Holders representing at least 80% of the Offering Principal Amount):

(a) preserve and maintain its corporate existence;
(b) prohibit the Issuer’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer from<br>transferring any of their Shares. The foregoing prohibition shall not apply to:
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(i) transfers upon the death of the individual to his or her executors, legatees or beneficiaries, including by<br>will or other testamentary document or intestacy, or a bona fide gift, including to a charitable organization or educational institution, or for bona fide estate planning purposes;
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(ii) transfers of Shares or any security convertible into or exercisable or exchangeable/redeemable for Shares that<br>occurs by operation of law pursuant to a qualified domestic order in connection with a divorce settlement, separation agreement or other court order;
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(iii) the transfer of Shares or any security convertible into or exercisable or exchangeable/redeemable for Shares<br>pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the board of directors of the Company, made to all holders of Shares and if consummated would constitute a Change of Control,<br>provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Shares owned by the undersigned shall remain subject to the restrictions; or
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  • 11 -
(iv) the transfer of Shares in connection with the vesting, redemption, settlement, or exercise of restricted share<br>units, stock options, warrants or other rights or awards to receive or purchase Shares (including, in each case, by way of “net” or “cashless” exercise/redemption), including for the payment of the exercise or redemption price,<br>transaction fees and/or tax withholdings or remittance payments due as a result of the vesting, redemption, settlement, or exercise of such securities.
(c) deliver to the Holder (with such delivery being satisfied by uploading the required documents to an online<br>dataroom that the Holder has access to):
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(i) on or before January 30^th^, an annual budget and forecast<br>for the current fiscal year (the “Annual Forecast”);
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(ii) within 30 days of month end, provide to the Holder monthly financial statements (balance sheet and income<br>statement) prepared from the Company’s accounting system. Such monthly financial statements will not be audited or reviewed by accountants and will not include footnotes or other items generally completed for the Company’s regulatory<br>financial reporting;
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(iii) as soon as available and in any event within forty-five (45) days after the end of each of the first,<br>second and third fiscal quarters of each fiscal year, unaudited consolidated statements of income, retained earnings and cash flows of the Company for such period and for the period from the beginning of the respective fiscal year to the end of such<br>period, and the related consolidated balance sheet of the Company, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding period in the preceding fiscal year;
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(iv) as soon as available and in any event within ninety (90) days after the end of each fiscal year, audited<br>consolidated statements of income, retained earnings and cash flows of the Company for such fiscal year and the related consolidated balance sheet of the Company as at the end of such fiscal year, setting forth in each case in comparative form the<br>corresponding consolidated figures for the preceding fiscal year, and accompanied by an audit report in customary form from auditors of recognized standing;
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(v) as soon as practicable after becoming aware, notice of the occurrence of any litigation, dispute, arbitration,<br>proceeding or other circumstance affecting which could reasonably be expected to have a Material Adverse Effect, and from time to time provide the Holder with all information reasonably requested by the Holder concerning the status thereof;<br>
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(vi) as soon as practicable after becoming aware, notice of any Event of Default;
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(vii) as soon as practicable after becoming aware, notice of any material information with respect to the Company<br>which has not been publicly disclosed and which could be expected to have a Material Adverse Effect; and
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(viii) as soon as practicable following a request therefor from the Holder, such information as is required by Holder<br>to complete “Know Your Customer” due diligence required by Governmental Authorities;
(ix) as soon as practicable following a request therefor from the Holder, such other information as the Holder may<br>reasonably request from time to time
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(x) as soon as practicable after the filing thereof copies of all filings with any Commission on EDGAR or SEDAR.<br>
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(d) conduct its business in such a manner so as to comply in all material respects with all Applicable Laws;<br>
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(e) keep insured with financially sound and reputable insurance companies all of its property, in amounts and<br>against losses, including property damage and public liability, to the extent that such property is usually insured by businesses comparable to its business;
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(f) pay all Taxes as they become due and payable unless they are being contested in good faith by appropriate legal<br>proceedings, arrangements have been made regarding adequate provision for their payment and any resulting Lien is a Permitted Lien pursuant to such definition;
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(g) keep proper books of record and account, in which full and correct entries of all transactions in relation to<br>its business are made;
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(h) at Holder’s reasonable request, upon ten days’ notice but not more than once per quarter, key<br>personnel of the Company will make themselves available to Holder to discuss the business, operations, condition (financial or otherwise), assets, liabilities and prospects of Company and its Affiliates. The Company and its Affiliates shall not<br>provide the Holder with any material nonpublic information without obtaining written confirmation from the Holder that it wishes to receive material nonpublic information. Such discussions and information that includes<br>non-public information will be subject to SEC Reg FD. Credit Parties will maintain and comply with policies and procedures reasonably acceptable to Holder to allow Holder to have reasonable access to the<br>property, books and records and operations of, which policies and procedures will be reviewed at Holder’s request. Upon the occurrence and continuation of an Event of Default, notification time will be reduced to one Business Day.<br>
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(i) ensure that EBITDAR is not less than 80% of the forecasted EBITDAR set out in the Annual Forecast for any two<br>consecutive fiscal quarters; and
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(j) promptly cure or cause to be cured any defects in the execution and delivery of the Transaction Documents or<br>any defects in the validity or enforceability of the Transaction Documents.
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5.2 So long as any Obligations remain outstanding, the Credit Parties will not, without the consent of Holders representing at least 80% of the Offering Principal Amount:

(a) Pay any dividends to its shareholders, unless the Principal Amount of this Debenture has been reduced to 25% or<br>less of the original Principal Amount;
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(b) Create, incur, assume, or otherwise become directly or indirectly liable upon or in respect of, or suffer to<br>exist, any Debt other than:
(i) the Obligations;
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(ii) Debt secured by Liens permitted pursuant to clause (xii) of the definition of Permitted Liens;<br>
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(iii) Debt owing pursuant to intercompany loans between the Company and any of its Affiliates, or Debt owing pursuant<br>to intercompany loans between the Company’s Affiliates;
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(iv) unsecured short-term (tenor of less than one year) financing of insurance premiums;
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(v) Debt in respect of performance and surety bonds, letters of credit and letters of guarantee in favour of a<br>public utility or any other Governmental Authority;
--- ---
(vi) Debt that is incurred to repay the outstanding Principal Amount together with all outstanding Obligations as<br>provided herein;
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(vii) Debt that is first offered to the Holder at least 10 Business Days prior to being offered to any other Persons<br>(the “ROFO”), on such terms and subject to such conditions as is to be offered to such other Persons, provided that, if there is any material change to the terms or conditions of such Debt when offered to such other Persons, the<br>Holder shall again have a ROFO hereunder; or
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(viii) Hedging Obligations.
--- ---
(c) enter into any transaction or series of related transactions that will result in Change of Control, unless,<br>concurrently with the consummation of such transaction or series of related transactions, the Principal Amount will be repaid in full, together with all other Obligations then due and owing hereunder, in accordance with Section 4.2;<br>
--- ---
(d) dispose of all or any part of its property, except pursuant to a Permitted Asset Disposition;<br>
--- ---
(e) change in any material respect the nature of its business or operations from the Business;<br>
--- ---
(f) directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or otherwise Dispose of<br>any property to, or otherwise deal or enter into any agreement with, any Affiliate, except in the ordinary course of and pursuant to the reasonable requirements of business and upon fair and reasonable terms that are no less favourable than those<br>that could be obtained in an arm’s length transaction with an unrelated third party;
--- ---
(g) change its auditor.
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6. Events of Default
--- ---

6.1 The occurrence of any of the following will constitute an “Event of Default” under this Debenture:

  • 14 -
(a) the Company failing to pay the Principal Amount on the Maturity Date, or the Company failing to pay the<br>Interest quarterly, on the Maturity Date or when otherwise due, or the Company failing to pay any other Obligation hereunder or under the terms of the Transaction Documents as and when otherwise due, unless such<br>non-payment is caused by (i) administrative or technical error, and (ii) payment is made within two (2) Business Days of its due date;
(b) except as set out in section 6.1(a), a Credit Party failing to observe or perform any covenant or agreement<br>contained in any of the Transaction Documents which failure is not cured, if possible to cure, within 15 days after the Chief Executive Officer, Chief Financial Officer or Chief Operating Officer has notice thereof or after notice of such default is<br>sent by the Holder to the Company;
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(c) this Debenture or any Guaranty ceases to be in full force and effect, or is invalidated by any act, regulation<br>or governmental action or is determined to be invalid by a court or other judicial entity;
--- ---
(d) a lienor or any other Person takes possession of any substantial part of the property of the Company or any<br>Affiliate by appointment of a receiver, receiver and manager, by expropriation or otherwise;
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(e) any representation or warranty made by a Credit Party under any Transaction Documents is in any material<br>respect (or in any respect, in the case of representations and warranties that are qualified by materiality, including by the occurrence of a Material Adverse Effect) incorrect, incomplete or misleading when made and, if capable of remedy, the facts<br>or circumstances which make such representation or warranty incorrect or incomplete are not remedied within 20 days after the earlier of (i) the Company becoming aware that such representation or warranty is incorrect or incomplete and<br>(ii) the Holder notifying the Company of the same;
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(f) any judgment or order for the payment of money in excess of $200,000 (or the equivalent amount in any other<br>currency), net of any amounts available for the satisfaction of such judgment or order pursuant to an enforceable contract of insurance, shall be rendered against a Credit Party and either (i) the same shall remain undischarged, unvacated,<br>unstayed and unbonded pending appeal for a period of 30 days from the entry thereof or (ii) enforcement proceedings shall have been commenced by any creditor upon such judgment;
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(g) the occurrence of any event or circumstance that has a Material Adverse Effect;
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(h) the occurrence of any litigation, dispute, arbitration, proceeding or other circumstance affecting which could<br>reasonably be expected to have a Material Adverse Effect
--- ---
(i) an event of default has occurred under any other agreement between a Credit Party and the Holder;<br>
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(j) the Credit Parties are enjoined, restrained or in any way prevented by any Governmental Authority from<br>conducting any material part of its Business; a Credit Party suffers the loss, revocation or termination of any material license, permit, lease or agreement necessary to its business; there is a cessation of any material part of a Credit<br>Party’s business for a material period of time; any material Collateral or property of a Credit Party is taken or impaired through condemnation, seizure, expropriation or nationalisation;
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(k) EBITDAR falls below 80% of the forecasted EBITDAR set out in the Annual Forecast for more than two consecutive<br>fiscal quarters;
(l) beginning with the fiscal year ended December 31, 2022 and any fiscal year thereafter, the auditors of the<br>Company qualify the annual financial statements of the Company;
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(m) the Company ceases to carry on all or a material part of its Business where such cessation is reasonably likely<br>to have a Material Adverse Effect; or
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(n) the Company is unable to pay its debts (including trade debts) as they become due or otherwise becomes<br>insolvent, or enters into any proceeding for the appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the property thereof, or an involuntary case or other proceeding seeking liquidation,<br>reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect is commenced and an order for relief is not entered or such proceeding is not dismissed<br>or discharged within thirty (30) Business Days of commencement.
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6.2 Upon the occurrence or existence of any Event of Default, and following the expiry of any applicable grace periods, and at any time thereafter during the continuance of such Event of Default, the Holder may, without notice or demand to the Company, do any or all of the following:

(a) declare the Debenture, all interest thereon, and all other Obligations payable under the Transaction Documents<br>to be forthwith due and payable, whereupon the Debenture, all such interest, and all such Obligations shall become and be forthwith due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby<br>expressly waived by the Company (but if an Event of Default described in Section 6.1(m) occurs all Obligations are immediately due and payable without any action by the Holder);
(b) Make any payments and do any acts it considers necessary or reasonable to protect its security interest in the<br>Collateral. The Company shall assemble the Collateral if the Holder requests and make it available as the Holder designates. The Holder may enter premises where the Collateral is located, take and maintain possession of any part of the Collateral,<br>and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. The Company grants the Holder a license to enter and occupy any of its premises, without charge, to<br>exercise any of the Holder’s rights or remedies; and
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(c) Exercise all rights and remedies available to the Holder under the Transaction Documents or at law or equity,<br>including all remedies provided by the UCC (including disposal of the Collateral pursuant to the terms thereof).
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6.3 Many of the rights of the Holder under this Agreement, whether arising from an Event of Default or otherwise, relate to unique assets and to restrictive covenants, including the right to preclude the Company from taking various actions. The Company and the Holder recognize that the Holder will not obtain the full benefit of its bargain through the receipt of money damages but must receive specific performance of the terms of this Agreement. Accordingly, the Company and the Holder hereby express their intention that a court award equitable relief and enforce specifically the rights of the Holder under this Agreement.

  • 16 -

6.4 The Holder’s failure, at any time or times, to require strict performance by the Company of any provision of this Agreement or any other Transaction Document shall not waive, affect, or diminish any right of the Holder thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by the Holder and then is only effective for the specific instance and purpose for which it is given. The Holder’s rights and remedies under this Agreement and the other Transaction Documents are cumulative. The Holder has all rights and remedies provided under the UCC, by law, or in equity. The Holder’s exercise of one right or remedy is not an election, and the Holder’s waiver of any Event of Default is not a continuing waiver. The Holder’s delay in exercising any remedy is not a waiver, election, or acquiescence.

6.5 Application of Collateral Proceeds. The Holder will apply the proceeds of sale, to the extent actually received in cash, in the manner and order it determines in its sole discretion, and as prescribed by Applicable Law.

7. Security Interest
7.1 Grant of Security Interest.
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(a) The Company grants and pledges to the Holder a continuing security interest in the Collateral to secure prompt<br>repayment of any and all Obligations and to secure prompt performance by the Company of each of its covenants and duties under the Transaction Documents. Such security interest shall constitute a valid and, subject to any Permitted Liens, first<br>priority, security interest in all then-existing Collateral, and shall constitute a valid and, subject to any Permitted Liens, first priority security interest in all later-acquired Collateral.
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(b) Except as expressly permitted herein, Company hereby agrees not to sell, transfer, assign, mortgage, pledge,<br>lease, grant a security interest in, or otherwise encumber any of the Collateral.
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(c) The Holder’s Lien on the Collateral pursuant to this Section 7 shall remain in effect for so long as<br>any Obligations remain outstanding.
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7.2 Perfection of Security Interest.
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(a) The Company authorizes the Holder to (i) file, at any time, financing statements, continuation statements,<br>and amendments thereto that (A) either specifically describe the Collateral or describe the Collateral as all assets of Company of the kind pledged hereunder, and (B) contain any other information required by the UCC for the sufficiency of<br>filing office acceptance of any financing statement, continuation statement, or amendment, as applicable, and (ii) file, at any time, such other filings, or take such other actions for the purpose of perfecting, affording first and exclusive<br>priority to or otherwise relating to the Holder’s Lien under this Agreement or the other Transaction Documents.
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  • 17 -
(b) The Company shall have possession of the Collateral, except where expressly otherwise provided in this<br>Agreement or where the Holder reasonably chooses to perfect its security interest by possession in addition to the filing of a financing statement. Where Collateral is in possession of a third party bailee, the Company shall take such steps as the<br>Holder reasonably requests for Holder to (i) obtain an acknowledgment, in form and substance satisfactory to the Holder in its sole reasonable discretion, of the bailee that the bailee holds such Collateral for the benefit of the Holder, and<br>(ii) obtain “control” of any Collateral consisting of investment property, deposit accounts, letter-of-credit rights or electronic chattel paper (as such<br>items and the term “control” are defined in Article 9 of the UCC) by causing the securities intermediary or depositary institution or issuing bank to execute a control agreement in form and substance reasonably satisfactory to the Holder.<br>
(c) The Company shall take such other actions as the Holder reasonably requests from time to time in order to<br>perfect, and, as applicable, maintain the first priority status of, the Holder’s security interests granted under this Agreement.
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(d) The Company does hereby constitute and appoint the Holder as the Company’s true and lawful attorney,<br>irrevocably, with full power (in the name of the Company or otherwise), upon the occurrence of any Event of Default under this Agreement to file any claims or take any action at law or in equity or as the Holder may otherwise deem appropriate or to<br>be necessary or advisable in respect of the Collateral. This power of attorney is coupled with an interest and shall be irrevocable.
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8. Notices
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8.1 Any notice required or permitted to be given to the Company or the Holder will be in writing and may be given by prepaid registered post, email transmission (return receipt requested) or other means of electronic communication capable of producing a printed copy to the address of the party set forth below or such other address as such party may specify by notice in writing to the other party, and any such notice will be deemed to have been given and received by the party to whom it was addressed if mailed, on the third day following the mailing thereof, if by facsimile or other electronic communication, on the date sent, or, if delivered, on delivery if sent or delivered during normal business hours of the recipient, and on the next business day if sent or delivered after normal business hours of the recipient:

(a) to the Company:

Global Crossing Airlines Group Inc.

Bldg. 5A, Miami Int’l Airport, 4th Floor

4200 NW 36th Street, Miami, FL, 33166

Attention: Chief Financial Officer

Email: ryan.goepel@globalxair.com

(b) to the Holder at the address set forth on the first page of this Debenture.
9. Exchange or Replacement of Debenture
--- ---

9.1 The Holder may, at its option, in person or by duly authorized attorney, surrender this Debenture for exchange at the principal business office of the Company and receive in exchange therefore a new Debenture in the same Principal Amount as the unpaid Principal Amount of this Debenture and bearing Interest at the same annual rate as this Debenture, each such new Debenture to be dated as of the date of this Debenture and to be in respect of such Principal Amount and Interest as remains unpaid and payable to such Holder.

  • 18 -

9.2 Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, or mutilation of this Debenture and (in the case of loss, theft or destruction) of an indemnity reasonably satisfactory to the Company, or upon surrender and cancellation of this Debenture if mutilated, the Company will deliver a new Debenture of like tenor in lieu of this Debenture. Any Debenture delivered in accordance with the provisions of this Section 9.2 will be dated as of the date of this Debenture.

10. Governing Law

10.1 All matters relating to the Debenture shall be governed by, construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts of law rules of the State of New York, or any other jurisdiction that would cause the laws of a jurisdiction other than the State of New York, to apply, and each of the parties hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the federal and state courts of sitting in the City of New York, Borough of Manhattan, State of New York, United States of America for adjudication of any dispute arising hereunder, the transactions contemplated hereby, or the agreements entered into in connection herewith (waiving right to trial by jury and agreeing not to commence any litigation relating thereto except in such courts).

11. Waiver

11.1 No delay in exercising any power or right hereunder will operate as a waiver of any other power or right, nor will any single or partial exercise of any power or right preclude other or further exercise thereof, or the exercise thereof, or the exercise of any other power or right hereunder or otherwise; and no waiver whatsoever or modification of the terms hereof will be valid unless set forth in writing by the waiving party, and then only to the extent set forth therein.

12. Amendments

12.1 This Debenture may not be amended without the express written consent of both the Company and the Holders representing at least 80% of the Offering Principal Amount.

13. Severability

13.1 If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture will remain in effect, and if any provision is inapplicable to any Person or circumstance, it will nevertheless remain applicable to all other Persons and circumstances.

14. Confidentiality

14.1 The Holder agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to it, its Affiliates and its and its Affiliates’ respective partners, directors, officers, employees, managers, administrators, trustees, agents, auditors, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority) or any rating agency in connection with any financing the Holder may obtain, (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or any other Transaction Document or any action or proceeding relating to a Transaction Document or the enforcement of rights hereunder or thereunder, (f) with the consent of the Company, or (g) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Holder on a non-confidential basis.

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14.2 For purposes of this Section, “Information” means all information of a confidential nature received in connection with this Debenture from the Company or its Affiliates relating to the Company or any of its Affiliates or any of their respective businesses, other than any such information that is available to the Holder on a non-confidential basis prior to such receipt. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

15. Assignment

15.1 This Debenture shall enure to the benefit of and be binding upon the parties hereto and thereto, their respective successors and any permitted assignee of some or all of the parties’ rights or obligations under this Debenture as permitted under this Section.

15.2 The Company shall not assign all or any part of its rights, benefits or obligations under this Debenture without the prior written consent of the Holder.

15.3 The Holder may assign or transfer its rights in respect of the Obligations, and this Debenture and to or in favour of any Person and have its corresponding obligations hereunder and thereunder assumed by such Person at any time without the consent of the Company.

15.4 Notwithstanding any other provision of this Debenture, the consent of the Company shall not be required in the case of an assignment by the Holder to or in favour of any of its Affiliates.

15.5 Any assignment made hereunder shall become effective when the Company has been notified by the Holder that it has received an acknowledgement from the assignee Holder that it is bound by this Debenture. Any such assignee shall be treated as a party to this Debenture for all purposes of this Debenture and shall be entitled to the full benefit hereof and thereof and shall be subject to the obligations of the Holder to the same extent as if it were an original party, in each case, in respect of the rights assigned to it and obligations assumed by it and the assignor Holder shall be released and discharged accordingly.

16. Next Business Day

16.1 Whenever any payment or other obligation hereunder will be due on a day other than a Business Day, such payment will be made on the next succeeding Business Day.

17. Time of the Essence

17.1 Time will be of the essence of this Debenture.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK – SIGNATURE PAGE TO FOLLOW]

  • 20 -

IN WITNESS WHEREOF, the Company has caused this Debenture to be duly executed by a duly authorized officer as of the date first above indicated.

GLOBAL CROSSING AIRLINES GROUP INC.

Per:
Authorized Signatory
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EX-99.1

Exhibit 99.1

LOGO

NEWS RELEASE

Global Crossing Airlines Announces US$6.0 million Financing

MIAMI, March 17, 2022 (GLOBE NEWSWIRE) — Global Crossing Airlines Group, Inc. (JET: NEO; JET.B: NEO; JETMF: OTCQB) (the “Company” or “GlobalX”) is pleased to announce a US$6.0 million Financing of non-convertible debentures (the “Financing”). The lead investor in the Financing is Alterna Capital Partners LLC (“Alterna”), through an affiliate of Alterna Core Capital Assets Fund II, L.P., with a US$2.5 million commitment. Alterna is a real asset investor with a specific focus on transportation assets. The investment represents Alterna’s commitment to support GlobalX with its growth strategy and is made in conjunction with various leasing partnerships. Alterna was founded in 2007 and currently manages over US$600 million across two private equity funds, one credit fund and co-investments.

The Financing will consist of non-convertible debentures (each, a “Debenture”) and one warrant (each, a “Warrant”) for every US$1.24 of principal of the Debentures for gross proceeds of up to US$6,000,000. Each Warrant is exercisable into one share of common stock (each, a “Warrant Share”) at an exercise price of US$1.24 per Warrant Share for a period of 24 months from the date of closing.

The terms of the Debentures include:

• a maturity date of 24 months from the date of issuance (the “Maturity Date”) and the principal amount<br>of the Debentures, together with any accrued and unpaid interest, will be payable on the Maturity Date;
• the Debentures bear interest (the “Interest”) at the rate of 15% per annum, which Interest will be<br>payable in cash quarterly;
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• the Company has the option to prepay the principal amount of the Debentures on 30 business days notice, provided<br>that if repaid in the first year the Company must provide a payment such that the holders of the Debentures receive at least 10% Interest on the principal amount, after deducting any prior Interest payments; and
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• it is intended that repayment by the Company of amounts owing under the Debentures will be secured by a charge<br>over the tangible fixed assets of the Company.
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The net proceeds of the Financing will be used to further the business objectives of the Company and to secure three additional passenger A320 Aircraft for charter operations to be delivered by the second quarter of 2022. Funds will also be used to fund deposits for the first four A321F Aircraft for cargo operations by Q4 2022.

The closing of the Financing is subject to certain customary closing conditions including, among other things, stock exchange approval for the Financingand the receipt of all other necessary consents, approvals and authorizations required by either party.

This news release does not constitute anoffer of securities for sale or solicitation of offers to buy securities in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securitiesmay not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

AboutGlobal Crossing Airlines

GlobalX is a US 121 domestic flag and supplemental Airline flying the Airbus A320 family aircraft. GlobalX flies as a passenger ACMI and charter airline serving the US, Caribbean, and Latin American markets. In 2022, GlobalX will enter ACMI cargo service flying the A321 freighter, subject to DOT and FAA approvals. For more information, please visit www.globalxair.com.

For more information, please contact:

Ryan Goepel, Chief Financial Officer

Email: ryan.goepel@globalxair.com

Tel: 786.751.8503

Cautionary Note Regarding Forward-Looking Information

This news release contains “forward-looking information” concerning anticipated developments and events that may occur in the future.Forward-looking information contained in this news release includes, but is not limited to, statements with respect to the Company’s intention to fly as an ACMI and wet lease charter airline, Company’s projected aircraft fleet size anddelivery dates, details of future charter operations, the destinations that the Company intends to service, the terms of the Financing and the use of proceeds of the Financing.

In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects”, “budget”,“scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”,“would”, “might” or “will be taken”, “occur” or “be achieved” suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future eventsor performance. Forward-looking information contained in this news release is based on certain factors and assumptions regarding, among other things, the receipt of financing to continue airline operations, the execution of definitive agreements forthe Financing, the accuracy, reliability and success of GlobalX’s business model; the timely receipt of governmental approvals; the success of airline operations of GlobalX; the legislative and regulatory environments of the jurisdictions whereGlobalX will carry on business or have operations; the impact of competition and the competitive response to GlobalX’s business strategy; and the availability of aircraft. While the Company considers these assumptions to be reasonable based oninformation currently available to it, they may prove to be incorrect.

Forward-looking information involves known and unknown risks, uncertaintiesand other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factorsinclude risks related to, the ability to obtain financing at acceptable terms, the impact of general economic conditions, domestic and international airline industry conditions, the impact of the global uncertainty created by COVID-19, future relations with shareholders, volatility of fuel prices, increases in operating costs, terrorism, pandemics, natural disasters, currency fluctuations, interest rates, risks specific to the airlineindustry, the ability of management to implement GlobalX’s operational strategy, the ability to attract qualified management and staff, labour disputes, regulatory risks, including risks relating to the acquisition of the necessary licenses andpermits; and the additional risks identified in the “Risk Factors” section of the Company’s reports and filings with applicable U.S. and Canadian securities regulators. Although the Company has attempted to identify important factorsthat could cause actual results to differ materially from those described in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place unduereliance on forward-looking information. The forward-looking information is made as of the date of this news release. Except as required by applicable securities laws, the Company does not undertake any obligation to publicly update anyforward-looking information.

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