Cargojet Inc. — Capital/Financing Update 2021

Jan 18, 2021

UNDERWRITING AGREEMENT

January 18, 2021

Cargojet Inc. 2281 North Sheridan Way Mississauga, ON L5K 2S3

Dear Sirs and Mesdames:

Re: Offering of Voting Shares of Cargojet Inc.

Scotia Capital Inc., CIBC World Markets Inc., RBC Dominion Securities Inc., J.P. Morgan Securities Canada Inc., Morgan Stanley Canada Limited and BMO Nesbitt Burns Inc., as lead underwriters (collectively, the "Lead Underwriters"), and National Bank Financial Inc., Laurentian Bank Securities Inc., Canaccord Genuity Corp., Acumen Capital Finance Partners Limited, ATB Capital Markets Inc., Beacon Securities Limited, Cormark Securities Inc. and Raymond James Ltd. (collectively with the Lead Underwriters, the "Underwriters"), understand that Cargojet Inc. (the "Company") proposes to issue and sell to the Underwriters an aggregate of 1,642,000 Voting Shares (as herein defined) of the Company (the "Firm Shares") for a price of $213.25 per Firm Share (the "Offer Price") on the Closing Date (as herein defined).

In consideration of the Underwriters' agreement to purchase the Firm Shares, the Company hereby grants to the Underwriters an over-allotment option (the "Option") to purchase from the Company on or before 30 days from the Closing Date, up to an additional 246,300 Voting Shares, which Option is exercisable in whole or in part by notice given at any time not later than two Business Days (as herein defined) prior to the proposed Option Closing Date (as herein defined) (Voting Shares in respect of which the Option is exercised, the "Option Shares" and, together with the Firm Shares, the "Purchased Shares"). The notice exercising the Option shall be delivered to the Company and shall specify the number of Option Shares to be purchased by the Underwriters under the Option and the date (the "Option Closing Date") for the closing of the purchase thereof. Upon the furnishing of such notice, the Underwriters shall be committed, severally and not jointly, to purchase in the respective percentages set forth in section 19.1, the Option Shares specified in such notice and the Company shall be obligated to issue and sell to the Underwriters all, but not less than all, of such Option Shares at a purchase price per Option Share equal to the Offer Price, which shall be payable by the Underwriters at the Option Closing Time (as herein defined), all in accordance with the provisions hereof.

The Underwriters propose to distribute the Purchased Shares (i) in the Qualifying Jurisdictions (as herein defined); (ii) in the United States through certain of the Underwriters that are U.S. broker-dealers and through U.S. broker-dealer affiliates of the Underwriters to Qualified Institutional Buyers (as herein defined), pursuant to the Rule 144A (as herein defined) exemption from the registration requirements of the U.S. Securities Act (as herein defined); and (iii) subject to applicable law, including applicable Securities Laws (as herein defined) and the terms of this

Agreement, outside of Canada and the United States where they may be lawfully sold on a basis exempt from the prospectus, registration and similar requirements of any jurisdiction, in each case in the manner contemplated herein.

The Underwriters understand that the Company intends to use the net proceeds of the sale of the Purchased Shares in the manner described in the Preliminary Prospectus (as herein defined).

The undersigned further understand that the Company will prepare and file, without delay, a preliminary short form prospectus (the "Preliminary Prospectus") relating to the sale of the Purchased Shares with the securities regulatory authority in each province and territory of Canada (collectively, the "Qualifying Jurisdictions"). We also understand that the Company intends to take all steps and proceedings necessary, including the obtaining of any necessary rulings or orders, to complete and file, without delay, a (final) short form prospectus (the "Prospectus") with such authorities, in accordance with their requirements in order to qualify the Purchased Shares for Distribution (as herein defined) in each of the Qualifying Jurisdictions.

Based upon the foregoing and subject to the terms, conditions, representations and warranties contained herein, the Underwriters hereby severally and not jointly, in the respective percentages set forth in section 19.1, offer to purchase from the Company and, by its acceptance hereof, the Company agrees to sell to the Underwriters at the Closing Time (as herein defined) all, but not less than all, of the Firm Shares for an aggregate purchase price of $350,156,500, which shall be payable by the Underwriters at the Closing Time.

In consideration of the Underwriters' agreement to purchase the Firm Shares and Option Shares, if applicable, and in consideration of the services to be rendered by the Underwriters in connection therewith, the Company shall pay to the Underwriters a commission of $8.53 per Purchased Share sold to the Underwriters by the Company pursuant to this Agreement against receipt of the purchase price therefor, such commission in respect of the Firm Shares, being, in aggregate, $14,006,260 to be paid by the Company to the Underwriters at the Closing Time and such commission in respect of Option Shares, if any, to be paid by the Company to the Underwriters at the Option Closing Time. Such commission is referred to, collectively, as the "Commission".

In accordance with and subject to the terms of the Common Voting Shares and the Variable Voting Shares (as each such term is herein defined), purchasers of Purchased Shares who are Canadians for the purposes of the Canada Transportation Act ("Qualified Canadians") will receive Common Voting Shares and purchasers of Purchased Shares who are not Qualified Canadians will receive Variable Voting Shares.

For greater certainty, the services provided by the Underwriters in connection herewith will not be subject to the Goods and Services Tax and/or Harmonized Sales Tax provided for in the Excise Tax Act (Canada) and taxable supplies provided will be incidental to the exempt financial services provided. However, in the event that the Canada Revenue Agency determines that Goods and Services Tax and/or Harmonized Sales Tax provided for in the Excise Tax Act (Canada) is exigible on the fees paid to the Underwriters, the Company agrees to pay the

amount of Goods and Services Tax and/or Harmonized Sales Tax forthwith upon the request of the Underwriters.

The Underwriters may, at their sole discretion, engage sub-agents to act on their behalf and offer such agents any part of the Commission. The Underwriters shall not be under any obligation to engage any sub-agent. To the extent that the Underwriters engage sub-agents to act on their behalf, the Underwriters shall obtain undertakings from such sub-agents to offer the Purchased Shares for sale to the public only as permitted by the Securities Laws, upon the terms and conditions set forth in the Prospectus and as set forth herein.

The terms and conditions of the agreement among the Company and the Underwriters are as set forth below.

1. Definitions and Interpretation.

1.1 In this Agreement, unless the context otherwise requires:

"2422311 Ontario" means 2422311 Ontario Inc., a corporation established under the OBCA;

"Aeroship Handling" means Aeroship Handling Ltd., a corporation established under the OBCA;

"Affiliate" shall have the meaning ascribed thereto in NI 51-102;

"Agreement", "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions mean and refer to, respectively, the agreement among the Company and the Underwriters, including Schedule A hereto, resulting from the acceptance by the Company of the offer made by the Underwriters by this Agreement and not to any particular section, paragraph or other part of this Agreement;

"AIF" means the annual information form of the Company dated February 20, 2020;

"Airways" means Cargojet Airways Ltd., a corporation established under the OBCA;

"Business Day" means a day when banks are generally open for the transaction of business in Toronto, Ontario;

"Cargojet Entities" means, collectively, the Company, Airways, 2422311 Ontario and Aeroship Handling;

"Circular" means the Company's management information circular dated February 26, 2020;

"Claim" shall have the meaning ascribed thereto in section 12.3;

"Closing" means the completion of the sale by the Company of the Firm Shares and the Option Shares, as applicable, and the purchase thereof by the Underwriters pursuant to this Agreement;

"Closing Date" means February 1, 2021 or such other date as the Company and the Lead Underwriters may mutually agree upon in writing, provided that in no event shall the Closing occur later than February 15, 2021;

"Closing Time" means 8:30 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Company and the Lead Underwriters may mutually agree upon in writing;

"Common Voting Shares" means the common voting shares in the capital of the Company;

"Company" means Cargojet Inc., a corporation incorporated under the OBCA;

"Condition" in respect of a person means the assets, liabilities (contingent or otherwise), financial condition, properties, business, affairs, operations, results of operations, income, cash flow or capital of such person;

"Contract" shall have the meaning ascribed thereto in section 6.1(u);

"COVID-19 Outbreak" means the novel coronavirus disease (COVID-19) outbreak;

"Credit Facility" means the senior secured revolving credit facility in favour of Airways, as borrower, with certain lenders in the aggregate principal amount of $600 million, as may be amended or amended and restated from time to time;

"Current Documents" shall have the meaning ascribed thereto in section 4.3;

"Development" shall have the meaning ascribed thereto in section 4.3;

"Distribution" means "distribution" or "distribution to the public", as the case may be, as those terms are defined under relevant Securities Laws in any of the Qualifying Jurisdictions, and "Distribute" has a corresponding meaning;

"Distribution Period" means the period commencing on the date of this Agreement and ending on the earlier of (i) the date on which the Distribution of the Purchased Shares has been completed and (ii) 30 days after the Closing Date;

"Financial Information" means:

• (a) the audited consolidated financial statements of the Company as at and for the years ended December 31, 2019 and 2018, together with the notes thereto and the auditors' report thereon,

• (b) the management's discussion and analysis of the Company relating to the audited consolidated financial statements referred to in paragraph (a) above,

• (c) the unaudited condensed consolidated interim financial statements of the Company as at and for the three- and nine-month periods ended September 30, 2020 and 2019, together with the notes thereto,

• (d) the management's discussion and analysis of the Company relating to the unaudited condensed consolidated interim financial statements referred to in paragraph (c) above, and

• (e) if any, financial information set forth in the Prospectuses under the heading "Consolidated Capitalization"

"Financial Statements" means the information referred to in clauses (a) and (c) of the definition of Financial Information;

"Governmental Authority" means any (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, arbitrator, board, bureau, agency or instrumentality, domestic or foreign, (b) any subdivision, agent, commission, board, or authority of any of the foregoing, or (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, and any stock exchange or self-regulatory authority and, for greater certainty, includes the Regulatory Authorities;

"IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board;

"Indemnified Parties" has the meaning ascribed thereto in section 12.1;

"Laws" means Securities Laws, U.S. Securities Laws and all other statutes, regulations, statutory rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or licence, or any judgment, order, decision, ruling, award, policy or guideline (to the extent that it has the force of Law), of any Governmental Authority, and the term "applicable" with respect to such Laws and in the context that refers to one or more persons, means that such Laws apply to such person or persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority having jurisdiction over the person or persons or its or their business, undertaking, property or securities;

"Lead Underwriters" means Scotia Capital Inc., CIBC World Markets Inc., RBC Dominion Securities Inc., J.P. Morgan Securities Canada Inc., Morgan Stanley Canada Limited and BMO Nesbitt Burns Inc.;

"Lien" means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature, or any other arrangement or condition which, in substance, secures payment or performance of an obligation;

"Marketing Materials" has the meaning ascribed thereto in NI 41-101;

"material change" has the meaning given under the Securities Laws;

"material fact" has the meaning given under the Securities Laws;

"misrepresentation" means, with respect to circumstances in which the Securities Laws of a particular province or territory are applicable, a misrepresentation as defined under the Securities Laws of that province or territory and, if not so defined, or in circumstances in which no particular jurisdiction is applicable, a misrepresentation as defined under the Securities Act (Ontario);

"MSA" means the Amended and Restated Master Services Agreement between Canada Post Corporation, Purolator Inc. and Airways dated April 1, 2017, as may be amended from time to time;

"NI 41-101" means National Instrument 41-101 – General Prospectus Requirements;

"NI 44-101" means National Instrument 44-101 – Short Form Prospectus Distributions;

"NI 51-102" means National Instrument 51-102 – Continuous Disclosure Obligations;

"OBCA" means the Business Corporations Act (Ontario), as amended, including the regulations promulgated thereunder;

"Offering Term Sheet" means the following written document that constitutes the Template Version of Marketing Materials that is required to be filed with the Regulatory Authorities in accordance with NI 44-101: the document dated January 12, 2021 entitled "Cargojet Inc. Treasury Offering of Common Voting Shares and/or Variable Voting Shares";

"Option Closing Date" means the date on which the Option Shares, if any, will be purchased pursuant to this Agreement, which date shall be within 30 days following the Closing Date;

"Option Closing Time" means 8:30 a.m. (Toronto time) on the Option Closing Date or such other time as the Company and the Lead Underwriters may mutually agree upon in writing;

"OSC" means Ontario Securities Commission;

"Passport Procedures" shall have the meaning ascribed thereto in section 2.1(b);

"Permitted Liens" means (i) Liens for taxes and other obligations owing to Governmental Authorities and assessments not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (ii) Liens imposed by Law and incurred in the ordinary course for obligations not yet due or delinquent, (iii) Liens in respect of pledges or deposits under workers' compensation, social security or similar Laws, (iv) easements, restrictions and reservations of record, if any, that do not materially detract from the value of or materially impair the use of the property affected, (v) building and zoning by-laws, Laws, ordinances and regulations that do not materially detract from the value of or materially impair the use of the property affected, (vi) Liens securing indebtedness reflected in the Financial Information and Liens incurred pursuant to the Credit Facility, (vii) Liens made or incurred in the ordinary course of business to secure the performance of bids, tenders, contracts (other than contracts for the borrowing of money), leases, statutory obligations or surety and performance bonds, and (viii) other Liens or imperfections on property which are not material in amount and do not materially detract from

the value of or materially impair that existing use of the property affected by such Lien or imperfections;

"person" means any individual, partnership, limited partnership, limited liability company, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted;

"Preferred Shares" means the preferred shares of the Company;

"Preliminary Prospectus" means the preliminary short form prospectus of the Company to be dated the date hereof relating to the offering of the Purchased Shares, including information incorporated therein by reference (in both the English and French languages unless the context otherwise indicates), which will be filed with the Regulatory Authority in each of the Qualifying Jurisdictions;

"Preliminary U.S. Offering Memorandum" means the preliminary U.S. offering memorandum of the Company, including the Preliminary Prospectus, prepared for use in connection with the offering of the Purchased Shares in the United States, if requested by the Underwriters;

"Prospectus" means the (final) short form prospectus of the Company to be dated not later than January 25, 2021 relating to the offering of the Purchased Shares, including information incorporated therein by reference (in both the English and French languages unless the context otherwise indicates), to be filed with the Regulatory Authority in each of the Qualifying Jurisdictions;

"Prospectuses" means, together, the Preliminary Prospectus and the Prospectus;

"Public Record" means all information filed since January 1, 2020 by or on behalf of the Company with the Regulatory Authorities, including without limitation the Prospectuses and any other information filed with any Regulatory Authority in compliance, or intended compliance, with any applicable Securities Laws;

"Purchased Shares" has the meaning ascribed thereto in the second paragraph hereof;

"PwC" means PricewaterhouseCoopers LLP, Chartered Professional Accountants;

"Qualified Canadians" has the meaning ascribed thereto in the eighth paragraph hereof;

"Qualified Institutional Buyer" means a "qualified institutional buyer" as that term is defined in Rule 144A;

"Qualifying Jurisdictions" has the meaning ascribed thereto in the fifth paragraph hereof;

"Regulatory Authorities" means, collectively, the applicable securities commissions or similar securities regulatory authorities in each of the Qualifying Jurisdictions;

"Relevant Documents" means:

• (a) this Agreement,
• (b) the MSA,
• (c) the Credit Facility, and
• (d) the Warrant Certificate;

"Rule 144A" means Rule 144A promulgated under the U.S. Securities Act;

"Securities Laws" means, collectively, all applicable securities laws of each of the Qualifying Jurisdictions and the respective regulations, rules, policies and orders thereunder together with all applicable published orders and rulings of the Regulatory Authorities;

"Selling Firms" shall have the meaning ascribed thereto in section 10.1;

"Short Form Prospectus System" means the system described in NI 44-101;

"Supplementary Material" means, collectively, any amendment or supplement to the Prospectuses;

"Tax Act" means the Income Tax Act (Canada) and the rules and regulations thereunder, in each case, as amended;

"Template Version" has the meaning ascribed thereto in NI 41-101;

"to the best of the knowledge, information and belief of" means, unless otherwise expressly stated, a statement of the declarant's knowledge of the facts or circumstances to which such phrase relates, after having made reasonable inquiries and investigations in connection with such facts and circumstances;

"TSX" means the Toronto Stock Exchange;

"U.S. Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

"U.S. Offering Memorandum" means the U.S. offering memorandum of the Company, including the Prospectus, prepared for use in connection with the offering of the Purchased Shares in the United States, if requested by the Underwriters;

"U.S. Securities Act" means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

"U.S. Securities Laws" means all U.S. federal and state securities laws, including, without limitation, the U.S. Securities Act and the U.S. Exchange Act;

"Underwriter Information" means, in respect of the Prospectuses, any statements contained therein relating solely to and furnished in writing by the Underwriters;

"Underwriters" has the meaning ascribed thereto in the first paragraph hereof;

"United States" means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

"Variable Voting Shares" means the variable voting shares in the capital of the Company;

"Voting Shares" means the Common Voting Shares and the Variable Voting Shares; and

"Warrant Certificate" means the warrant certificate issued by the Company on August 23, 2019 to Amazon.com NV Investment Holdings LLC, an affiliate of Amazon.com.ca, Inc.

• 1.2 Unless otherwise stated, any reference in this Agreement to any section or paragraph shall refer to a section or paragraph of this Agreement.
• 1.3 Words importing the singular number only shall include the plural and vice versa, and words importing the use of any gender shall include all genders.

2. Qualification and Offering for Sale.

• 2.1

• (a) The Company shall, not later than the times and dates set forth below in this section 2.1, fulfill, to the satisfaction of counsel to the Underwriters, acting reasonably, all legal requirements to be fulfilled by the Company to qualify the Purchased Shares for Distribution in the Qualifying Jurisdictions by or through the Underwriters and other investment dealers or brokers registered in the Qualifying Jurisdictions. Without limiting the generality of the foregoing, these legal requirements include (i) the filing of the Preliminary Prospectus, the Prospectus and other related documents and the obtaining of appropriate receipts therefor and advising the Lead Underwriters and counsel for the Underwriters that such receipts have been obtained and using reasonable commercial efforts to respond to any comments of the Regulatory Authorities concerning the Preliminary Prospectus or any other matter raised by any Regulatory Authority, and (ii) the filing of the Offering Term Sheet and the Template Version of any other Marketing Materials that have been approved by the Company and the Lead Underwriters in the manner required under Securities Laws and section 15.3. The Prospectuses shall incorporate by reference the Offering Term Sheet, the AIF, the Financial Statements, the management's discussion and analysis of the Company relating to each of the Financial Statements and the Circular. During the Distribution Period, the Company shall promptly take or cause to be taken all additional steps and proceedings that, from time to time, may be required under the applicable Laws of each of the Qualifying Jurisdictions to continue to qualify the Purchased Shares for Distribution therein.

• (b) The Company shall elect and comply in all respects with the review system and procedures (the "Passport Procedures") provided for under National Policy 11- 202 – Process for Prospectus Reviews in Multiple Jurisdictions. The Company shall select the Province of Ontario as the principal jurisdiction under the Passport Procedures. Such compliance shall be made within the following time limits:

  • (i) the Preliminary Prospectus and related documents shall be filed with the OSC, as principal regulator, no later than 2:00 p.m. (Toronto time) on January 18, 2021 and a "receipt" (as such term is defined in the Passport Procedures) from the OSC evidencing receipt of the Preliminary Prospectus by each of the Regulatory Authorities shall be obtained no later than 10:00 a.m. (Toronto time) on January 19, 2021; and
  • (ii) the Prospectus and related documents shall be filed with the OSC, as principal regulator, and a "receipt" (as such term is defined in the Passport Procedures) from the OSC dated January 25, 2021 evidencing receipt of the Prospectus by each of the Regulatory Authorities shall be obtained, no later than 10:00 a.m. (Toronto time) on January 26, 2021.

• (c) The Company represents and warrants that the Company is qualified to file a prospectus under the Short Form Prospectus System in each of the Qualifying Jurisdictions for the Distribution of the Purchased Shares.

• 2.2 The Company shall cooperate in all respects with the Underwriters to allow them to participate fully in the preparation of the documentation required for the Distribution of the Purchased Shares and shall allow the Underwriters to conduct all "due diligence" investigations which they may reasonably require to fulfill their obligations as underwriters, to enable the Underwriters to avail themselves of a defence to any claim for misrepresentation in the Prospectus, the U.S. Offering Memorandum and any Supplementary Material and to enable the Underwriters to responsibly sign any certificate required to be signed by the Underwriters in such documentation. The Company shall furnish to the Underwriters all the information relating to each of the Cargojet Entities and its business and affairs as required for the preparation of the Preliminary Prospectus, the Prospectus and other documentation to be filed in connection with the Distribution of the Purchased Shares in order to satisfy disclosure requirements under the Securities Laws.

• 2.3 The Underwriters shall deliver to, or as directed by, the Company or its counsel within two Business Days of the date of filing the Prospectus duly completed and executed SEDAR Form 6's for each person who has executed the Prospectus on behalf of the Underwriters.

• 2.4 Any offer or sale of the Purchased Shares will be made in accordance with all applicable Laws and with Schedule A hereto. The representations, warranties and covenants contained in Schedule A hereto are hereby incorporated by reference herein and made a part of this Agreement, and each party to this Agreement agrees that the other parties to this Agreement are relying on such representations, warranties and covenants.

3. Deliveries of Prospectuses and Related Documents.

• 3.1 The Company shall use its best efforts to deliver or cause to be delivered to the Underwriters the documents set out below at the respective times indicated:
  • (a) as soon as possible, and in any event not later than the date hereof, copies in the English and French languages of the Preliminary Prospectus signed as required by the laws of the Qualifying Jurisdictions and, if requested by the Underwriters, the Preliminary U.S. Offering Memorandum;
  • (b) as soon as they are available, and in any event no later than on January 25, 2021, copies in the English and French languages of the Prospectus, signed as required by the laws of the Qualifying Jurisdictions and, if requested by the Underwriters, the U.S. Offering Memorandum, including, in each case, copies of any Supplementary Material which have not previously been delivered to the Underwriters (in the English or French language, as applicable);
  • (c) as soon as they are available, copies in the English and French languages of any Supplementary Material, signed as required by the laws of the Qualifying Jurisdictions and including, in each case, copies of any documents or information incorporated or deemed to be incorporated by reference therein which have not been previously delivered to the Underwriters;
  • (d) at the time of delivery to the Underwriters pursuant to this section 3.1 of the Prospectus, a comfort letter from PwC, dated the date of the Prospectus, reasonably satisfactory in form and substance to the Underwriters and their counsel and addressed to the Underwriters, with respect to the Financial Information contained or incorporated by reference in the Prospectus, which comfort letter shall be based on reviews by PwC having a cut-off date not more than two Business Days prior to the date of the comfort letter and shall be in addition to any comfort letter which must be filed with the Regulatory Authorities pursuant to the Securities Laws;
  • (e) at the time of the filing of the Preliminary Prospectus and the Prospectus, an opinion of the Company's counsel in Québec, dated the date of such document, reasonably satisfactory in form and substance to the Underwriters and their counsel, that except for the Financial Information contained in such document, or incorporated by reference therein, the Preliminary Prospectus and the Prospectus in the French language is, in all material respects, a complete and proper translation of the English language version thereof;
  • (f) at the time of the filing of the Preliminary Prospectus and the Prospectus, an opinion of PwC, dated the date of such document, reasonably satisfactory in form and substance to the Underwriters and their counsel, that the Financial Information in the Preliminary Prospectus and the Prospectus, or incorporated by reference therein, in the French language includes the same information and, in all

material respects, carries the same meaning as the English language version thereof; and

• (g) at the time of the filing of the Prospectus, a letter of the TSX advising the Company that the Purchased Shares have been conditionally approved for listing on the TSX.
• 3.2 A comfort letter, opinion of the Company's counsel in Québec and an opinion of PwC similar to the foregoing shall be provided to the Underwriters with respect to any Supplementary Material at the time the same is presented to the Underwriters for their signature or, if the Underwriters' signatures are not required, at the time the same is filed. Such comfort letter and opinions shall be in form and substance satisfactory to the Underwriters and their counsel, acting reasonably.

4. Representations Relating to the Prospectuses and Other Deliveries.

• 4.1 The delivery to the Underwriters of the Preliminary Prospectus, the Preliminary U.S. Offering Memorandum and the documents referred to in sections 3.1(b) and 3.1(c) shall constitute, on the part of the Company a representation and warranty to, and covenant and agreement with, the Underwriters that, at the respective times of such delivery:
  • (a) the information and statements contained therein (except any information and statements which constitute Underwriters' Information, or which are modified by or superseded by information or statements contained in the Prospectus or any Supplementary Material, as the case may be) at the respective dates of delivery thereof are true and correct in all material respects and contain no misrepresentation, and that the Preliminary Prospectus, the Preliminary U.S. Offering Memorandum, the Prospectus, the U.S. Offering Memorandum or any Supplementary Material, as the case may be, constitutes full, true and plain disclosure of all material facts relating to the Cargojet Entities and the Purchased Shares, as of the date of delivery, and that no fact or information has been omitted therefrom which is required to be stated therein or necessary to make the statements or information therein not misleading in light of the circumstances in which they were made and that such documents contain in all material respects the disclosure required by, and fully comply and conform in all material respects to the requirements of, the Securities Laws and the U.S. Securities Laws, as applicable; and
  • (b) except as has been publicly disclosed, there has been no intervening material change (actual, proposed or prospective, whether financial or otherwise), from the date of the Preliminary Prospectus, the Prospectus and any Supplementary Material to the time of delivery thereof, in the affairs, operations, assets, liabilities (contingent or otherwise), or ownership of the Cargojet Entities or relating to the Purchased Shares.
• 4.2 The Company consents to the Underwriters' use of the Preliminary Prospectus, the Preliminary U.S. Offering Memorandum, the Prospectus, the U.S. Offering

Memorandum and any Supplementary Material for the offering and Distribution of the Purchased Shares in compliance with the provisions of this Agreement, including Schedule A hereto.

• 4.3 At any time during the Distribution Period, the Company will promptly notify the Lead Underwriters, on behalf of the Underwriters, in writing of the full particulars of any of the following (each, a "Development"):
  • (a) any material change, occurrence or development (whether actual, or, to the best of the knowledge, information and belief of the Company, anticipated, contemplated or threatened) in or affecting the business, financial condition, affairs, assets, liabilities (contingent or otherwise), operations, revenue, control or capital of any Cargojet Entity;
  • (b) any material change, occurrence or development (whether actual, anticipated, contemplated or threatened) in any matter contained or referred to in the Preliminary Prospectus, the Preliminary U.S. Offering Memorandum, the Prospectus, the U.S. Offering Memorandum or any Supplementary Material, as they exist immediately prior to such change, occurrence or development; or
  • (c) any material fact or matter which has arisen or has been discovered and would have been required to have been stated in the Prospectus, the U.S. Offering Memorandum or any Supplementary Material had the fact arisen or been discovered on or prior to the date of the Prospectus or any Supplementary Material, respectively,

which Development, in any such case, is, or may be, of such a nature as to render either or both of the Prospectuses, the Preliminary U.S. Offering Memorandum, the U.S. Offering Memorandum and any Supplementary Material, as they exist taken together in their entirety immediately prior to any such Development (collectively, at such time, "Current Documents"), untrue or misleading in any material respect or which would result in the Current Documents containing a misrepresentation or which would result in any of the Current Documents not complying with Securities Laws or which Development would reasonably be expected to have a significant effect on the market price or value of the Purchased Shares or Voting Shares.

• 4.4 In any case described in section 4.3, the Company will promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Underwriters and their counsel, acting reasonably, with all applicable filing and other requirements arising as a result of a Development under the Securities Laws in the Qualifying Jurisdictions, if any, and under the rules of the TSX necessary to continue to qualify the Purchased Shares for Distribution.
• 4.5 Subject to compliance with applicable Laws, the Company will not file any Supplementary Material without first obtaining the written approval thereto of the Underwriters (not to be unreasonably withheld and to be evidenced by their signatures thereon, if applicable) and consulting with the Underwriters and their counsel as to the form and content thereof.

4.7 As soon as practicable and in any event prior to making any filing referred to in sections 4.4 and 4.6, the Company shall in good faith discuss with the Underwriters any development or change in circumstances (whether actual, anticipated, contemplated or threatened) or misstatement which is of such a nature that there may be reasonable doubt whether written notice needs to be given to the Underwriters under the provisions of section 4.3.

5. Commercial Copies.

• 5.1 The Company shall, as soon as possible but in any event not later than 12:00 p.m. (local time) for each delivery on the Business Day after obtaining the receipt for the Preliminary Prospectus and within 48 hours after the execution of any Supplementary Material in connection with the Preliminary Prospectus (in the English and French languages), cause to be delivered to the Underwriters without charge commercial copies of the Preliminary Prospectus, the Preliminary U.S. Offering Memorandum and such Supplementary Material (in the English and French languages) in such numbers and in such cities as the Underwriters may reasonably request by written instructions given to the Company or the printer thereof not later than the time of filing of the Preliminary Prospectus or any Supplementary Material, as the case may be.
• 5.2 The Company shall, as soon as possible but in any event not later than 12:00 p.m. (local time) for each delivery on the Business Day after filing the Prospectus and within 48 hours after the execution of any Supplementary Material in connection with the Prospectus, cause to be delivered to the Underwriters without charge commercial copies of the Prospectus (in the English and French languages), the U.S. Offering Memorandum and such Supplementary Material (in the English and French languages) in such numbers and in such cities as the Underwriters may reasonably request by written instructions given to the Company or the printer not later than the time of filing of the Prospectus or any Supplementary Material, as the case may be.
• 5.3 The Company shall cause to be provided to the Underwriters such number of copies of any Supplementary Material (in the English or French language, as applicable) as the Underwriters may reasonably request for use in connection with the Distribution of the Purchased Shares. The Underwriters agree that they will not, directly or indirectly, use or distribute the Preliminary Prospectus, the Preliminary U.S. Offering Memorandum, the Prospectus, the U.S. Offering Memorandum or any Supplementary Material, nor offer, sell or deliver any of the Purchased Shares in any country or jurisdiction except under circumstances that will result in compliance with the applicable Laws and regulations thereof and this Agreement, including Schedule A hereto.

6. Representations, Warranties and Covenants.

• 6.1 The Company represents, warrants and covenants to and with the Underwriters (and acknowledges that the Underwriters are relying on such representations, warranties and covenants) as follows:
  • (a) Status. Each of the Cargojet Entities is a corporation duly incorporated and existing in good standing under the laws of its jurisdiction of incorporation and has the power and authority to own, lease and operate its property and assets, carry on its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and each of the Relevant Documents to which it is a party. Each of the Cargojet Entities is duly qualified, licensed or registered to carry on business in all jurisdictions where the failure to be so registered, licensed or qualified would result in a material adverse effect on the Condition of the Cargojet Entities, taken as a whole.
  • (b) Material Subsidiaries. Except as disclosed in the Prospectus or Supplementary Material, as applicable, the Cargojet Entities have no material direct or indirect subsidiaries.
  • (c) Capitalization. The Company is authorized to issue an unlimited number of Common Voting Shares, an unlimited number of Variable Voting Shares and an unlimited number of Preferred Shares. As of the close of business on January 15, 2021, 15,597,068 Voting Shares are issued and outstanding as fully paid and nonassessable shares. No Preferred Shares are issued and outstanding.
  • (d) Ownership.
    • (i) The Company is the sole registered and beneficial owner of all the issued and outstanding common shares of Airways free and clear of all Liens (other than Permitted Liens).
    • (ii) Airways is the registered and beneficial owner of all of the issued and outstanding common shares of each of Aeroship Handling and 2422311 Ontario free and clear of all Liens (other than Permitted Liens).
  • (e) Authority. All necessary action has been taken by each of the Cargojet Entities to authorize the execution and delivery by the Cargojet Entities of the Relevant Documents to which it is a party and the performance by it of its obligations thereunder, and each of the Relevant Documents has been duly executed and delivered and constitutes a valid and legally binding obligation of each of the Cargojet Entities which are parties to it, enforceable against it in accordance with its terms.
  • (f) Prospectuses. The Company has all requisite power, capacity and authority to execute and deliver the Prospectuses and any Supplementary Material and to file the English language versions of such documents with the Regulatory Authorities and French language versions of such documents in the Province of Québec and

such other Qualifying Jurisdictions as may be required under Securities Laws, and all necessary action has been taken by the Company to authorize the execution and delivery of the Prospectuses and any Supplementary Material and the filing of such documents with the Regulatory Authorities.

• (g) Financial Information.
  • (i) Financial Statements. The Financial Statements:
    • (A) are in accordance with the books, records and accounts of the Company;
    • (B) are complete and correct in all material respects and present fairly, in all material respects, the assets, liabilities and financial position of the Company as at the date indicated and the results of operations and changes in financial position of the Company for the periods indicated; and
    • (C) have been prepared in accordance with IFRS.
  • (ii) Other Financial Information. The Financial Information is correct in all material respects and none of the Cargojet Entities is aware of any fact or circumstance presently existing which would render the Financial Information materially incorrect.
• (h) No Undisclosed Relationships. Other than as disclosed in the Financial Information, there are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of any of the Cargojet Entities with unconsolidated entities or other persons that may have a material current or future effect on the Condition of such persons or that would reasonably be expected to be material to an investor in making a decision to purchase the Purchased Shares.
• (i) Liabilities. Except as disclosed in the Prospectus, none of the Cargojet Entities have any contingent liabilities in excess of the liabilities that are either reflected or reserved against in the Financial Information which would reasonably be expected to be material to the Condition of the Cargojet Entities, taken as a whole.
• (j) Relevant Documents. The terms and provisions of the Relevant Documents are consistent in all material respects with the descriptions thereof in the Prospectus.
• (k) Internal Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to the Company's assets is permitted only in accordance with management's general or specific authorization; (iv) the recorded accountability

for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to differences; (v) material information relating to each of the Cargojet Entities is made known to those within the Cargojet Entity responsible for the preparation of the financial statements during the period in which the financial statements have been prepared and that such material information is disclosed to the public within the time periods required by applicable Laws; and (vi) all significant deficiencies and material weaknesses in the design or operation of such internal controls that could adversely affect the Company's ability to disclose to the public information required to be disclosed by it in accordance with applicable Law and all fraud, whether or not material, that involves management or employees that have a significant role in the Company's internal controls have been disclosed to the audit committee of the Company.

• (l) Transfer Agent. Computershare Investor Services Inc. at its principal offices in the city of Toronto is the duly appointed registrar and transfer agent of the Company with respect to its Voting Shares.

• (m) Securities Laws Consents. Under the Securities Laws or the U.S. Securities Laws, no consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental agency or body or regulatory authority is required, except such as shall have been made or obtained at or before the Closing Time, for the execution, delivery and performance by the Company of this Agreement and the sale of the Purchased Shares in accordance with this Agreement and the consummation by the Company of the transactions contemplated therein.

• (n) No Material Change in Cargojet Entities. Except as disclosed in the Prospectus, or the Supplementary Material, as applicable, subsequent to December 31, 2019, there has not been any material change (financial or otherwise) in the business, affairs, assets or liabilities (absolute, accrued, contingent or otherwise), capital or prospects of any of the Cargojet Entities and no event has occurred or circumstance exists which could reasonably be expected to result in such a material change.

• (o) No Significant Acquisitions. The Company has not made any significant acquisition as such term is defined in Part 8 of NI 51-102 in the current financial year or prior financial years in respect of which historical and/or pro forma financial statements would be required to be included or incorporated by reference into the Prospectus, and the Company has not entered into any agreement or arrangement in respect of a transaction that would be a proposed significant acquisition (as such term is defined in NI 44-101).

• (p) Issuance of Securities.

  • (i) The Company has full corporate power and authority to issue the Purchased Shares and to grant the Option.

• (ii) At the Closing Time or the Option Closing Time, as applicable, the Purchased Shares will be duly and validly created and authorized for issuance.

• (iii) Upon receipt of the purchase price therefor, the Purchased Shares will be duly issued as fully paid and non-assessable.

• (iv) The attributes and characteristics of the Purchased Shares and the Voting Shares conform in all material respects to the attributes and characteristics thereof described in the Prospectuses.

• (v) The forms of the Voting Share certificates have been duly approved and adopted by the Company and comply with all legal requirements (including all applicable requirements of TSX) relating thereto.

• (q) Listing of Voting Shares and Purchased Shares. The issued and outstanding Voting Shares are listed and posted for trading on the TSX and the Company has applied to the TSX to list the Purchased Shares and will use its reasonable commercial efforts to ensure such listing.

• (r) Options. Except as disclosed in or contemplated by the Prospectus or the Relevant Documents, no person now has, or will immediately following the Closing Time or Option Closing Time, as applicable, have, any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option (including convertible or exchangeable securities or warrants) for the purchase, subscription for or issuance of Voting Shares or any other issued or unissued securities of any kind (including debt) of any of the Cargojet Entities.

• (s) Control of Securities. Other than as set out in the Prospectus, there is no agreement in force or effect which in any manner affects or will affect the voting or control of any of the securities of any of the Cargojet Entities.

• (t) Sale by Insiders. Except as publicly disclosed on SEDI, none of the "reporting insiders" (as defined under the Securities Act (Ontario)) of the Company have sold any securities of the Company or otherwise have engaged in any transaction to reduce such insider's financial exposure to the price or value of any securities of the Company within the 15 day period prior to the date hereof.

• (u) No Defaults. The execution and delivery of this Agreement, the fulfillment of the terms hereof by each of the Cargojet Entities, and the issuance, sale and delivery of the Purchased Shares in accordance with this Agreement do not and will not:

  • (i) require the consent, approval, authorization, registration or qualification of or with any Governmental Authority or Regulatory Authority, except those that are required under Securities Laws or applicable TSX rules and regulations, all of which have been obtained (or will be obtained prior to the Closing Time; or

• (A) any of the provisions of the constating documents or, if applicable, by-laws of any of the Cargojet Entities or any resolution of the directors or shareholders of the Cargojet Entities or any committee of any of them;

• (B) any indenture, agreement or other instrument to which any of the Cargojet Entities is a party or by which it or any of them are contractually bound;

• (C) any statute, rule, regulation or law applicable to any of the Cargojet Entities including, without limitation, the Securities Laws and the U.S. Securities Laws, or any judgment, order, decree or decision of any governmental or regulatory body, agency, commission, tribunal, court or exchange having jurisdiction over any of the Cargojet Entities; or

• (D) any of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) by any of the Cargojet Entities under, or give rise to any right to accelerate the maturity or require the prepayment of any indebtedness under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Cargojet Entities under, any contract, indenture, mortgage, hypothec, deed of trust, loan agreement, note, lease, licence, franchise agreement, authorization, permit, certificate or other agreement or document to which any of the Cargojet Entities is a party or by which any of them is bound, or to which any of them or any of their respective assets or businesses is subject (each, a "Contract"),

which individually or in the aggregate would (1) have or result in a material adverse effect on the Condition of any of the Cargojet Entities, taken as a whole, (2) materially impair any of the Cargojet Entities' ability to perform the obligations contemplated in this Agreement, the Prospectus, the U.S. Offering Memorandum or any Supplementary Material, or (3) materially affect or impair the consummation of the transactions contemplated in this Agreement, the Prospectus, the U.S. Offering Memorandum or any Supplementary Material.

(v) No Restrictions on Distributions. At the Closing Date, except as otherwise described in the Prospectus or in the Credit Facility and subject to applicable Laws, none of the Cargojet Entities is currently prohibited, directly or indirectly, from paying dividends, from making distributions on its capital stock, units or

other securities, or from paying interest or repaying any loans, advances or other indebtedness of any Cargojet Entities as contemplated by the Prospectus.

• (w) Compliance with Environmental and Health Laws. Each of the Cargojet Entities has been and is in material compliance with all, and has not received any notice of, or been prosecuted for an offence alleging, non-compliance with any, applicable Laws, rules and regulations, including without limitation those of the country, province and municipality in which such entity carries on business or conducts its activities (collectively, the "Environmental and Health Laws"), relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance.
• (x) Permits. The Cargojet Entities hold, or will hold at the Closing Time, all permits, by-laws, licences, waivers, exemptions, consents, certificates, registrations, authorizations, approvals, rights, rights of way and entitlements and the like (including as required under Environmental and Health Laws) which are required from any governmental or regulatory authority or any other person necessary to conduct its business and activities as currently conducted or as the Prospectus discloses they will be conducted, the lack of which would have a material adverse effect, and all such permits, by-laws, licences, waivers, exemptions, consents, certificates, registrations, authorizations, approvals, rights, rights of way and entitlements and the like are in full force and effect in all material respects or will be in full force and effect in all material respects at the Closing Time, and with no default thereunder other than that which would, individually or in the aggregate, not have a material adverse effect on the Condition of the Cargojet Entities, taken as a whole.
• (y) Compliance with other Laws. Each of the Cargojet Entities has conducted and is conducting its activities or business in compliance with all applicable Laws, including without limitation those of the country, province and municipality in which such entity carries on business or conducts its activities, and is not in violation of or in default in the performance of any Contract to which it is a party or by which it is bound or to which its property or assets or any of them is subject, but only to the extent that such non-compliance, violation or default has had or would reasonably be expected to have a material adverse effect on the Condition of the Cargojet Entities, taken as a whole.
• (z) No Claims. To the best of the knowledge, information and belief of the Cargojet Entities, except as described in the Prospectus, there is no claim, action, suit, proceeding or investigation (whether or not purportedly on behalf of any of the Cargojet Entities) commenced or threatened against or affecting any of the Cargojet Entities or any of their properties, or to which any of the Cargojet Entities is a party or to which any property of any of the Cargojet Entities is subject, at Law or in equity, or before or by any federal, provincial, state, municipal or other governmental or regulatory department, commission, board or

agency, domestic or foreign, which is, or could reasonably be expected to, individually or in aggregate, result in a material adverse effect on the Condition of the Cargojet Entities, taken as a whole.

• (aa) No Labour Disputes. No general labour dispute with the employees of the Cargojet Entities exists or, to the best of the knowledge, information and belief of the Cargojet Entities is imminent.
• (bb) No Defaults. No default exists under and no event has occurred which, after notice or lapse of time or both, or otherwise, would constitute a default under or breach of, by any of the Cargojet Entities of any obligation, covenant or condition contained in any Contract (including, without limitation, any Relevant Document) or any of the constating documents or, if applicable, by-laws of any such entity, other than that which would, individually or in the aggregate, not have a material adverse effect on the Condition of the Cargojet Entities, taken as a whole.
• (cc) No Cease Trade Orders. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Voting Shares or any other securities of the Cargojet Entities has been issued or made by any Regulatory Authority or exchange or any other regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the best of the knowledge, information and belief of the Cargojet Entities, are contemplated or threatened by any such authority or under any Securities Laws.
• (dd) Reporting Issuer and Compliance with Securities Laws. The Company is a reporting issuer or the equivalent thereof in each Qualifying Jurisdiction where such concept exists and is not in default of any requirement under the Securities Laws.
• (ee) Intellectual Property Rights. None of the Cargojet Entities is aware of any claim of any infringement or breach by any of the Cargojet Entities of any intellectual property rights of any other person, nor has any of the Cargojet Entities received any notice and none of the Cargojet Entities is aware that the use of the business names, trademarks, service marks or other intellectual property of any of the foregoing infringes upon or breaches any intellectual property rights of any other person other than that which would, individually or in the aggregate, not have a material adverse effect on the Condition of the Cargojet Entities, taken as a whole.
• (ff) Data Security. The Company and each of its subsidiaries have taken all commercially reasonable and customary technical and organizational measures necessary to protect the information technology systems and data used in connection with the operation of the Company's and its subsidiaries' businesses. Without limiting the foregoing, the Company and its subsidiaries have used reasonable efforts to establish and maintain, and have established, maintained, implemented and complied with, reasonable information technology, information security, cyber security and data protection controls, policies and procedures,

including oversight, access controls, encryption, technological and physical safeguards and business continuity/disaster recovery and security plans that are designed to protect against and prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of or relating to any information technology system or data used in connection with the operation of the Company's and its subsidiaries' businesses (a "Breach"). There has been no Breach with a material impact on the Company's business, and the Company and its subsidiaries have not been notified of and have no knowledge of any event or condition that would reasonably be expected to result in, any such Breach.

• (gg) Minute Books. The minute books and corporate records of the Cargojet Entities made available to the Underwriters' counsel contain true and correct copies, in all material respects, of the constating documents of the Cargojet Entities as applicable, and the minutes and resolutions of the directors and shareholders of the Cargojet Entities.
• (hh) Public Record. The Company has not filed any confidential material change reports still maintained on a confidential basis and there are no undisclosed material facts with respect to the Cargojet Entities.
• (ii) No Material Interest. Except as disclosed in the Prospectus and pursuant to the Relevant Documents or employment, option and similar arrangements, none of the directors, officers or employees of any of the Cargojet Entities, any person who owns, directly or indirectly, more than 10% of any class of securities of any of the Cargojet Entities, or any associate or affiliate of any of the foregoing, had or has any material interest, direct or indirect, in any material transaction or any proposed material transaction with any of the Cargojet Entities which, as the case may be, materially affects, is material to or will materially affect the Condition of the Cargojet Entities, taken as a whole.
• (jj) Auditors. There has not been any reportable event (within the meaning of NI 51- 102) with the auditors of any of the Cargojet Entities.
• (kk) Tax Matters. With such exceptions as would, individually or in the aggregate, not have a material adverse effect on the Condition of the Cargojet Entities, taken as a whole: (i) each of the Cargojet Entities has duly and on a timely basis filed all tax returns required to be filed by it, has paid all taxes due and payable by it and has paid all assessments and reassessments and all other taxes, governmental charges, penalties, interest and other fines due and payable by it and which were claimed by any Governmental Authority to be due and owing and adequate provision has been made for taxes payable for any completed fiscal period for which tax returns are not yet required and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return or payment of any tax, governmental charge or deficiency by the Cargojet Entities and to the best of the knowledge, information and belief of the Cargojet Entities there are no actions, suits, proceedings, investigations or claims threatened or

pending against the Cargojet Entities in respect of taxes, governmental charges or assessments or any matters under discussion with any Governmental Authority relating to taxes, governmental charges or assessments asserted by any such authority; (ii) each of the Cargojet Entities has made installments of taxes as and when required; and (iii) each of the Cargojet Entities have duly and timely withheld from any amount paid or credited by it to or for the account or benefit of any person, including any employee, officer, director, or non-resident person, the amount of all taxes and other deductions required by applicable Law to be withheld and has duly and timely remitted the withheld amount to the appropriate taxing or other authority and has duly and timely issued tax reporting slips or returns in respect of any amount so paid or credited by it as required by applicable Law.

• (ll) COVID-19 Outbreak. Except as mandated by an applicable Governmental Authority, which mandates have not materially affected the Cargojet Entities, as at the date of this Agreement, and except as disclosed in the Public Record and the Prospectuses, there has been no closure or suspension to the operations of the Cargojet Entities as a result of the COVID-19 Outbreak. The Company has been monitoring the COVID-19 Outbreak and the potential impact at all of its operations and has put reasonable measures in place to support the health of all of its employees.
• (mm) Anti-Corruption Laws. Over the last five years, neither the Company nor any of its subsidiaries or controlled affiliates, nor, to the knowledge of the Company, any director, officer, employee or agent of the Company or any of its subsidiaries or affiliates (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or provided any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; (iii) has violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada) or the U.K. Bribery Act 2010 or, to the knowledge of the Company, any other applicable anti-bribery or anti-corruption law; or (iv) has made or provided any bribe, rebate, payoff, influence payment, kickback or other unlawful payment or unlawful benefit. The Company, its subsidiaries and controlled affiliates have instituted, maintain and enforce and intend to continue to maintain and enforce policies designed to promote and achieve compliance with all applicable antibribery and anti-corruption laws.
• (nn) Anti-Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of all applicable laws, rules and regulations including, without limitation, the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the anti-money laundering statutes of all jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar

rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the "Anti-Money Laundering Laws") and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

• (oo) Sanctions. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director or officer of the Company or any of its subsidiaries, is a person that is, or is owned 50% or more or controlled by a person that is:
  • (i) the subject or target of any trade or economic sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty's Treasury (collectively, "Sanctions"), nor
  • (ii) located, organized or resident in Crimea, Cuba, Iran, North Korea or Syria, and
• (pp) the Company is not obligated to and does not intend to, directly or indirectly, use the proceeds of the offering of the Purchased Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person to finance any activities or business of or with any person or in any country or territory that, at the time of such financing, is the subject or target of Sanctions contrary to any Sanctions laws.

7. Closing and Conditions of Closing.

• 7.1 The Closing of the purchase and sale of the Firm Shares herein provided for shall be completed at the offices of Stikeman Elliott LLP, Toronto, Ontario at the Closing Time.

• 7.2 The obligation of the Underwriters to purchase the Firm Shares shall be conditional on delivery to the Underwriters at such time of:

  • (a) evidence of an electronic deposit pursuant to the non-certificated inventory system maintained by CDS Clearing & Depository Services Inc. representing, in the aggregate, the Firm Shares registered in the name of CDS & Co. or its nominee;
  • (b) the opinions contemplated by section 8;
  • (c) a comfort letter of PwC dated the Closing Date and addressed to the Underwriters in form and content satisfactory to the Underwriters and their counsel, acting reasonably, bringing the information contained in the comfort letter referred to in section 3.1(d) forward to the Closing Time provided that such comfort letter shall be based on reviews by PwC having a cut-off date not more than two Business Days prior to the Closing Date;

• (d) written confirmation in form and substance satisfactory to the Underwriters that the Firm Shares have been conditionally approved for listing on the TSX and that the Firm Shares are to be listed and posted for trading on the TSX at the open of trading on the Closing Date, subject to fulfillment of customary conditions;

• (e) a certificate dated the Closing Date addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Company in form and content satisfactory to the Underwriters and counsel to the Underwriters, acting reasonably, certifying with respect to:

  • (i) the currently effective constating documents of the Company;
  • (ii) the necessary corporate approvals of the Company relevant to the Preliminary Prospectus, the Preliminary U.S. Offering Memorandum, the Prospectus, the U.S. Offering Memorandum, any Supplementary Material, if applicable, and the offering of the Firm Shares;
  • (iii) the incumbency and signatures of signing persons of authority and officers of the Company; and
  • (iv) with respect to such other matters as the Underwriters may reasonably request;

• (f) the officer's certificate contemplated by section 9.1;

• (g) a receipt for the Preliminary Prospectus and the Prospectus under the Passport Procedures from or on behalf of each of the Regulatory Authorities and fulfillment by the Company of all legal requirements to enable the Firm Shares to be offered and sold to the public in each of the Qualifying Jurisdictions through the Underwriters or any other investment dealer or broker registered in the applicable Qualifying Jurisdictions; and

• (h) the requisite legal opinions, letters and certificates as contemplated herein and such further documentation as may be contemplated herein or as counsel to the Underwriters may reasonably require;

against payment of the amount of the aggregate of the purchase price of $350,156,500 for the Firm Shares, net of the Commission of $14,006,260 (and it is hereby acknowledged and agreed that the Underwriters shall be entitled to receive the Commission at the Closing Time in consideration of the services to be rendered by the Underwriters in connection with the sale of the Firm Shares including, without limitation, acting as financial advisors in the preparation of relevant documentation, acting as underwriters in connection with the sale of the Firm Shares and performing administrative work in connection with these matters), by delivery of payments by certified cheque, bank draft or wire or electronic funds transfer in immediately available Canadian dollars payable on a same day basis at par in the City of Toronto to the Company or as it may otherwise direct the Underwriters in writing not less than 24 hours prior to the Closing Time.

7.3 If the Option is exercised, in respect of the issuance of Option Shares pursuant to this Agreement at the Option Closing Time, sections 7.1, 7.2, 9.1, 17.1, 17.2, 17.3, 17.4, 17.6, 19.1, 19.2 and 19.3 will apply as though Firm Shares is read as Option Shares, Closing Date is read as Option Closing Date and Closing Time is read as Option Closing Time; provided, however, that if the Option Closing Date is the Closing Date then there will be one closing for all of the Purchased Shares and sections 7.1, 7.2, 9.1, 17.1, 17.2, 17.3, 17.4, 17.6, 19.1, 19.2 and 19.3 will apply as though Firm Shares is read as Purchased Shares.

8. Legal Opinions.

• 8.1 At the Closing Time, the Company shall have caused favourable legal opinions dated the Closing Date to be delivered (in sufficient copies for each of the Underwriters and their counsel) to the Underwriters, by their counsel, Stikeman Elliott LLP and local counsel in the Qualifying Jurisdictions (other than British Columbia, Alberta, Ontario and Québec) (acceptable to them and to counsel for the Underwriters) as to the qualification of the Firm Shares for sale to the public in, and as to other matters governed by the laws of, the Qualifying Jurisdictions, it being understood that counsel may rely, to the extent appropriate in the circumstances and solely as to matters of fact not independently established, on certificates or statutory declarations of officers of the Cargojet Entities, and of public and stock exchange officials with respect to such matters as the Underwriters may reasonably request relating to the offering of the Firm Shares and the Cargojet Entities in form and substance acceptable to counsel to the Underwriters, acting reasonably, including without limitation opinions substantially to the effect that:

  • (a) the Company is a corporation incorporated under the laws of the Province of Ontario, has not been dissolved and has the corporate power and capacity to carry on business as described in the Prospectus;
  • (b) each of Airways, 2422311 Ontario and Aeroship Handling is a corporation incorporated under the laws of the Province of Ontario and has not been dissolved;
  • (c) the attributes and characteristics of the Purchased Shares and the Voting Shares conform in all material respects with the descriptions thereof in the Prospectuses and Supplementary Material, if any;
  • (d) the TSX has conditionally approved the listing and posting for trading of the Purchased Shares, subject to the fulfillment of customary conditions;
  • (e) the Company is a "reporting issuer" in Ontario and is not included in a list of defaulting reporting issuers maintained by the OSC pursuant to the Securities Act (Ontario) and has a similar status under the Securities Laws of each of the Qualifying Jurisdictions where such a concept exists;
  • (f) Computershare Investor Services Inc. has been duly appointed as the transfer agent and registrar for the Purchased Shares at its principal office in Toronto, Ontario;

• (g) upon payment of the purchase price therefor, the Purchased Shares will be validly created, authorized and issued;

• (h) the Company has the necessary corporate power and authority to execute and deliver the Prospectus and any Supplementary Material and to file such documents with the Regulatory Authorities and all necessary action has been taken by the Company to authorize the execution and delivery by it of the Prospectus and any Supplementary Material and the filing thereof in each of the Qualifying Jurisdictions under applicable Securities Laws;

• (i) the Company has the necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to carry out the transactions contemplated hereby and by the Prospectus and this Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding obligation of the Company and enforceable in accordance with its terms (subject to customary assumptions, exceptions and qualifications);

• (j) the execution and delivery by the Company of this Agreement, the fulfillment of the terms hereof by the Company and the completion of the transactions contemplated herein and the issuance, sale and delivery of Purchased Shares as contemplated by the Prospectus will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with:

  • (A) any of the provisions of the constating documents or by-laws of the Company;
  • (B) the laws of general application in the Province of Ontario or the federal laws of Canada applicable therein to which the Company is subject; or
  • (C) to counsel's knowledge, will not give rise to the acceleration of or the maturity of the Credit Facility;

• (k) the statements in the Prospectus under the heading "Eligibility for Investment", in so far as such statements constitute statements of law, have been reviewed by counsel to the Company and accurately summarize such law applicable to the Firm Shares, subject to the assumptions, qualifications, limitations and restrictions set out therein;

• (l) all the laws of the Province of Québec relating to the use of the French language (other than those relating to verbal communications) will have been complied with in connection with the Distribution of the Firm Shares to purchasers in such province if such purchasers received a copy of the Prospectuses, Supplementary Material, the Offering Term Sheet and forms of order and confirmation in the French language only or a copy of each of such documents in the French language and in the English language, provided that such documents in the English language may be delivered, without delivery of the French language versions

thereof, to physical persons in the province of Québec who have expressly requested them in writing;

• (m) all necessary documents have been filed, all necessary proceedings have been taken and all other legal requirements have been fulfilled under the laws of each of the Qualifying Jurisdictions in order to qualify the Distribution of the Firm Shares to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered under applicable legislation of the Qualifying Jurisdictions in categories permitting them to distribute the Firm Shares and who have complied with the relevant provisions of such legislation and the terms and conditions of their registration provided that the applicable fees are paid within the prescribed time periods; and
• (n) the statements in the Prospectus under the heading "Certain Canadian Federal Income Tax Considerations", in so far as such statements constitute statements of law, have been reviewed by counsel to the Company and accurately summarize the Canadian federal income tax provisions applicable to the Firm Shares, subject to the assumptions, qualifications, limitations and restrictions set out therein.
• 8.2 At the Closing Time, the Underwriters shall have received from their counsel (who may rely on the opinions of counsel to the Company and on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than the Provinces of Ontario and Alberta) such opinions with respect to the offering of the Firm Shares as the Underwriters may reasonably require and are customary in transactions of this kind.
• 8.3 In the event that a purchaser in the United States has agreed to purchase Purchased Shares, a favourable legal opinion, dated the Closing Date, from the Company's United States counsel to the effect that no registration of the Purchased Shares will be required under the U.S. Securities Act in connection with (i) the offer, sale and delivery of the Purchased Shares in the United States, or (ii) the initial re-offer and resale of the Purchased Shares by the Underwriters through their U.S. Affiliates (as such term is defined in Schedule A hereto) in the United States, provided, in each case, that the sale of the Purchased Shares in the United States is made in accordance with the terms set out in Schedule A hereto, it being understood that such counsel need not express its opinion with respect to any subsequent resales of the Purchased Shares.

9. Officers' Certificates.

9.1 The Underwriters shall have received, at the Closing Time, a certificate dated the Closing Date addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Company which certificate shall certify, to the best of the knowledge, information and belief of the persons signing such certificate after having made due enquiries and examined the Prospectus and, if applicable, any Supplementary Material, that:

• (a) the Company has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time;
• (b) since the respective dates as of which information is given in the Prospectus and except as may have been the subject of Supplementary Material filed with the relevant Regulatory Authorities, there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise), and no change of any material fact or new material fact, in the business, financial condition, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company from that disclosed in the Prospectus;
• (c) the representations and warranties of the Company contained herein including those arising by delivery of documents hereunder are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time;
• (d) no order, ruling or determination having the effect of ceasing, suspending or restricting trading in any Voting Shares or the sale of the Firm Shares has been issued and no proceedings, investigations or inquiry for such purpose are commenced or, to the best of the knowledge, information and belief of the declarants, contemplated or threatened;
• (e) except as disclosed in the Prospectus or Supplementary Material, if any, there are no actions, suits, proceedings, inquiries, compliance orders or directives commenced or, to the best of the knowledge, information and belief of the declarants, threatened in respect of the transactions contemplated hereunder;
• (f) except as disclosed in the Prospectus or Supplementary Material, if any, no material default exists, or as a result of the sale of the Firm Shares will exist, under any instrument or agreement securing any indebtedness of or otherwise relating to the Company and no event which, with the giving of notice, the passage of time or the making of any determination, would constitute an event of default under any such instrument or agreement has occurred and is continuing which would be material to the Company;
• (g) except as disclosed to the Underwriters, none of the Relevant Documents have been amended (and no amendments are contemplated) in any material respect and no material conditions therein have been waived or are unsatisfied by any of the parties thereto; and
• (h) since the respective dates as of which information is given in the Prospectus and Supplementary Material, no transaction material to the Cargojet Entities has been entered into or is pending by any of such entities which is not disclosed therein,

and as to such other matters as the Underwriters may reasonably request.

10. Sales Restrictions.

10.1 The Underwriters shall offer the Purchased Shares for sale to the public, directly and through other duly qualified investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the "Selling Firms"), only as permitted by Securities Laws and U.S. Securities Laws, and upon the terms and conditions set forth in the Prospectuses, the Preliminary U.S. Offering Memorandum, the U.S. Offering Memorandum and in this Agreement, including Schedule A hereto, at an offering price not exceeding the offering price set forth on the cover page of the Prospectus. The Underwriters will not solicit offers to purchase or sell the Purchased Shares so as to require registration of the Purchased Shares or filing of a prospectus with respect to the Purchased Shares under the laws of any jurisdiction other than the Qualifying Jurisdictions. For the purposes of this paragraph, the Underwriters shall be entitled to assume that the Purchased Shares are qualified or registered for distribution by duly qualified investment dealers and brokers under the Securities Laws of those Qualifying Jurisdictions where a receipt or similar document for the Prospectus shall have been obtained from the applicable Regulatory Authority (including a decision document under the Passport Procedures) following the filing of the Prospectus, unless otherwise notified in writing.

11. Market Stabilization.

11.1 The Underwriters agree among themselves and will require each of the other Selling Firms and their respective affiliates to agree, in connection with the offer and sale of the Purchased Shares, to comply with all applicable Securities Laws. In connection with the Distribution, the Underwriters and members of the other Selling Firms (if any) may effect transactions which stabilize or maintain the market price of the Voting Shares at levels above those which might otherwise prevail in the open market, in compliance with Securities Laws. Those stabilizing transactions, if any, may be discontinued at any time.

12. Indemnification by the Company.

12.1 The Company hereby covenants and agrees to indemnify and hold harmless each of the Underwriters and their respective affiliates and each of their respective directors, officers, employees, partners, shareholders, agents (collectively, the "Indemnified Parties" and, individually, an "Indemnified Party") from and against all liabilities, claims (including shareholder actions, derivative or otherwise), actions, complaints, losses (other than loss of profits), costs (including without limitation legal fees and disbursements on a solicitor and his own client basis), fines, penalties, taxes, interest, damages and expenses (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims) to which any Indemnified Party may be subject or which any Indemnified Party may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused by or arising directly or indirectly by reason, or in consequence, of:

• (a) any breach of, default under or failure to perform or fulfill any representation, warranty or covenant or agreement of the Company in this Agreement, including Schedule A hereto, or any other document to be delivered pursuant hereto;
• (b) any information or statement that does not constitute Underwriter Information contained in the Preliminary Prospectus, the Preliminary U.S. Offering Memorandum, the Prospectus, the U.S. Offering Memorandum, any Supplementary Material or any other material or document filed under any Securities Laws or delivered by the Company thereunder or pursuant to this Agreement, including Schedule A hereto, which at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or is, or is alleged to be, untrue or misleading;
• (c) any omission or alleged omission to state in the Preliminary Prospectus, the Preliminary U.S. Offering Memorandum, the Prospectus, the U.S. Offering Memorandum, any Supplementary Material, or any other material or document filed under any Securities Laws or delivered by the Company thereunder or pursuant to this Agreement, including Schedule A hereto, any fact or information other than Underwriter Information, whether material or not, required to be stated therein or necessary to make any statement therein not misleading in light of the circumstances under which it was made;
• (d) any order made or any inquiry, investigation or proceeding commenced or threatened by any Governmental Authority or Regulatory Authority, based upon any actual or alleged untrue statement, omission or misrepresentation (not relating solely to Underwriter Information) in the Preliminary Prospectus, the Preliminary U.S. Offering Memorandum, the Prospectus, the U.S. Offering Memorandum, any Supplementary Material or any other material or document filed or delivered by the Company under any Securities Laws or U.S. Securities Laws or pursuant to this Agreement (except any material or document delivered or filed solely by the Underwriters), including Schedule A hereto, or based upon any failure to comply with Securities Laws or U.S. Securities Laws (other than any failure or alleged failure to comply solely by the Underwriters) which prevents or restricts the trading in or the sale or distribution of the Purchased Shares or any of them or any other securities of the Company in any of the Qualifying Jurisdictions or in the United States; or
• (e) the non-compliance or alleged non-compliance by any of the Cargojet Entities with any requirements of the Securities Laws, the U.S. Securities Laws or the rules and regulations of TSX.
• 12.2 Notwithstanding the foregoing provisions of section 12.1, no party who has been determined by a court of competent jurisdiction in a final non-appealable judgment to have engaged in any fraud, fraudulent misrepresentation, willful default or gross negligence shall be entitled, to the extent that the liabilities, claims, losses, costs, damages or expenses were caused by such activity, to claim indemnification from any person who has not been so determined to have engaged in such fraud, fraudulent

misrepresentation, willful default or gross negligence. For greater certainty, the Company and the Underwriters agree that they do not intend that any failure by the Underwriters to conduct such reasonable investigation as necessary to provide the Underwriters with reasonable grounds for believing the Prospectuses contained no misrepresentation shall constitute "fraud", "fraudulent misrepresentation", "willful misconduct" or "gross negligence" for purposes of this Section 12.2 or otherwise disentitle the Underwriters from indemnification hereunder.

• 12.3 If any matter or thing contemplated by this section 12 (any such matter or thing being hereinafter referred to as a "Claim") is asserted against any of the Indemnified Parties, or if any potential Claim contemplated by this section 12 shall come to the knowledge of any Indemnified Party, the Indemnified Party concerned shall notify the Company as soon as possible of the nature of such Claim (provided that any failure to so notify shall not affect the Company's liability under this section 12 except and only to the extent that the Company demonstrates that any failure to so notify in respect to an actual Claim materially prejudiced the defence of such Claim by the Company) and the Company shall, subject as hereinafter provided, be entitled (but not required) at their expense to assume the defence of any suit brought to enforce such Claim; provided, however, that the defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, and that no admission of liability or settlement of any such Claim may be made by the Company or the Indemnified Party without, in each case, the prior written consent of all the affected parties hereto, such consent not to be unreasonably withheld.
• 12.4 In respect of any such Claim, an Indemnified Party shall have the right to retain separate or additional counsel to act on his, her or its behalf and participate in the defence thereof, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless:
  • (a) the Company does not assume the defence of such suit on behalf of the Indemnified Party within ten Business Days of the Company receiving notice of such Claim;
  • (b) the Company and the Indemnified Party shall have mutually agreed to the retention of the other counsel; or
  • (c) the named parties to any such Claim (including any added third or interpleaded party) include both the Indemnified Party, on the one hand, and the Company, on the other hand, and the Indemnified Party shall have been advised by its counsel that representation of both parties by the same counsel would be inappropriate due to the actual or potential differing interests between them (in which case the Company shall not have the right to assume the defence of such Claim but shall be liable to pay the reasonable fees and expenses of counsel for the Indemnified Party),

provided that the Company shall not, in connection with any one such action or separate but substantially similar related actions in the same jurisdiction arising out of the same

general allegations or circumstances, be liable for the fees and expenses of more than one separate law firm (in addition to any local counsel) for all such Indemnified Parties.

• 12.5 If any legal proceedings shall be instituted against the Company or if any Regulatory Authority or stock exchange shall carry out an investigation of the Company and, in either case, any Indemnified Party is required to testify, or respond to procedures designed to discover information, in connection with or by reason of the services performed by the Underwriters hereunder, the Indemnified Parties may employ their own legal counsel and the Company shall pay and reimburse the Indemnified Parties for the reasonable fees, charges and disbursements (on a full indemnity basis) of such legal counsel, the other expenses reasonably incurred by the Indemnified Parties in connection with such proceedings or investigation and a fee at the normal per diem rate for any director, officer or employee of the Underwriters involved in the preparation for or attendance at such proceedings or investigation.
• 12.6 With respect to any of their respective related Indemnified Parties who are not parties to this Agreement, the Underwriters shall obtain and hold the rights and benefits of this section 12 and section 13 in trust for and on behalf of such Indemnified Parties and the Underwriters agree to accept such trust and to hold the benefit of and enforce performance of such covenants on behalf of such persons.
• 12.7 The rights of indemnity contained in this section 12 in respect of a Claim based on a misrepresentation or omission or alleged misrepresentation or omission in the Prospectus or the U.S. Offering Memorandum shall not apply to an Underwriter if the Company has complied with sections 4 and 5 and the person asserting such Claim for which indemnity would otherwise be available was not provided with a copy of the Supplementary Material (if required under the Securities Laws to have been so delivered to such person by such Underwriter) which corrects such misrepresentation or omission or alleged misrepresentation or omission, if such Claim would have no basis had such delivery been made.
• 12.8 The rights and remedies of the Underwriters set forth in sections 12, 13 and 17 are, to the fullest extent possible in law, cumulative and not alternative and the election by any Underwriter to exercise any such right or remedy shall not be, and shall not be deemed to be, a waiver of any of the other of such rights and remedies.

13. Contribution.

13.1 In order to provide for just and equitable contribution in circumstances in which the indemnity provided in section 12 would otherwise be available in accordance with its terms but are, for any reason, held to be unavailable to or unenforceable by the Underwriters or any Indemnified Party or enforceable otherwise than in accordance with its terms, the Company shall contribute to the aggregate of all liabilities, claims, actions, complaints, losses (other than loss of profits), costs (including without limitation legal fees and disbursements on a solicitor and his own client basis), fines, penalties, taxes, interest, damages or expenses of the nature contemplated in section 12 and suffered or incurred by the Indemnified Parties in such proportions so that the Underwriters are

responsible for the proportion represented by the percentage that the Commission bears to the aggregate purchase price for the Purchased Shares and the Company is responsible for the balance. However, no party who has engaged in any fraud, fraudulent misrepresentation, willful default or gross negligence shall be entitled, to the extent that the liabilities, claims, losses, costs, damages or expenses were caused by such activity, to claim contribution from any person who has not engaged in such fraud, fraudulent misrepresentation, willful default or gross negligence.

• 13.2 The rights to contribution provided in this section 13 shall be in addition to and not in derogation of any other right to contribution which the Underwriters may have by statute or otherwise at Law, and shall remain operative and in full force and effect regardless of:
  • (a) any investigation made by or on behalf of any Underwriter;
  • (b) acceptance of any Purchased Shares and payment therefor; or
  • (c) any termination of this Agreement.
• 13.3 In the event that the Company may be held to be entitled to contribution from the Underwriters pursuant to section 13.1 or under the provisions of any statute or at Law, the Company shall be limited to receiving contribution in an aggregate amount not exceeding the lesser of:
  • (a) the portion of the full amount of the loss or liability giving rise to such contribution for which the Underwriters are responsible, as determined in section 13.1; and
  • (b) the amount of the Commission actually received by the Underwriters hereunder minus the aggregate of any amounts paid or payable by the Underwriters by way of contribution to any other person hereunder.
• 13.4 If an Indemnified Party has reason to believe that a claim for contribution may arise, it shall give the Company notice thereof in writing as soon as reasonably possible, but failure to notify the Company shall not relieve the Company of any obligation it may have to the Underwriters under this section 13 except and only to the extent that the failure materially prejudices the Company.
• 13.5 The Company hereby irrevocably waives its right, whether by statute, common law or otherwise, to recover contribution from any Indemnified Party with respect to any liability of the Company by reason of or arising from any misrepresentation contained in the Preliminary Prospectus, the Preliminary U.S. Offering Memorandum, the Prospectus, the U.S. Offering Memorandum or any Supplementary Material, provided however that such waiver shall not apply in respect of liability caused or incurred by reason of or arising from:
  • (a) any misrepresentation which is based upon or results from Underwriter Information contained in such document; or

(b) any failure by the Underwriters to provide to prospective purchasers of the Purchased Shares any document which the Company is required to provide to such prospective purchasers and which the Company has provided to the Underwriters in sufficient numbers to provide to such prospective purchasers.

14. Expenses.

14.1 Whether or not the public offering of the Purchased Shares is completed, the Company will be responsible for all expenses in connection with or incidental to the proposed public offering, including without limitation the fees and expenses of counsel to the Company (including fees and expenses incurred by such counsel in connection with discussions with and opinions to the Underwriters and their counsel as part of the Underwriters' due diligence investigations), PwC, transfer agents, trustees and outside consultants, CDS Clearing and Depository Services Inc., filing fees, listing fees, the costs and expenses of qualifying the Prospectuses in each of the Qualifying Jurisdictions (including translation expenses), printing, the preparation of audio-visual or other material for marketing presentations and information meetings, out-of-pocket costs related to travel and accommodations for the Company's executives attending such presentations and meetings and due diligence and drafting meetings and the cost of preparing record books for all of the parties to this Agreement and their respective counsel; provided, however, that the Underwriters will be responsible for all of their outof-pocket expenses together with the fees and disbursements of Underwriters' legal counsel. Notwithstanding the foregoing, if the public offering of the Purchased Shares is not completed, other than by reason of default by the Underwriters, the Company shall reimburse the Underwriters for any and all expenses reasonably incurred by the Underwriters, including fees and disbursements of the Underwriters' legal counsel, in connection with the offering of the Purchased Shares.

15. Covenants of the Underwriters.

• 15.1 The Underwriters shall:
  • (a) give prompt notice to the Company, when, in the opinion of the Underwriters, the Distribution of the Purchased Shares has ceased; and
  • (b) as soon as practicable and, in any event, within 30 days of the end of the Distribution Period, provide to the Company a breakdown of the number of Purchased Shares sold in each jurisdiction where such information is required for the purpose of calculating filing fees payable.
• 15.2 The Underwriters will not make use of any "bluesheet", "greensheet" or "standard term sheet" (within the meaning of NI 41-101) in respect of the Company and the offering of the Purchased Shares without the approval of the Company, acting reasonably.
• 15.3 From the date of commencement of distribution of the Purchased Shares to the date such distribution ceases, the Underwriters will: (i) not provide to any potential investors of the Purchased Shares any Marketing Materials in respect of the Purchased Shares that are or would be required to be incorporated by reference into the Preliminary Prospectus or the

Prospectus without the prior approval by the Company of the Template Version of such Marketing Materials, such approval to be evidenced by a written agreement between the Company and the Lead Underwriters; provided, for greater certainty, that the Offering Term Sheet was approved by the Company and the Lead Underwriters pursuant to a written agreement dated January 12, 2021; and (ii) provide a copy of the Preliminary Prospectus and the Prospectus to each potential investor in the Purchased Shares who receives any Marketing Materials referred to in this paragraph 15.3.

• 15.4 Provide purchasers of Purchased Shares with forms for their completion or otherwise make appropriate verifications necessary to satisfy itself with respect to the Canadian status (as defined in the Canada Transportation Act) of such purchasers, and deliver a declaration to the Company at Closing, in the form provided by the Company, provided such form is acceptable to the Underwriters, acting reasonably, confirming the foregoing.
• 15.5 The obligations of the Underwriters under this Agreement, including, without limitation, this section 15 are several and not joint or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by another Underwriter.

16. Nature and Survival of Representations, Warranties, Covenants and Indemnity.

16.1 All representations, warranties, covenants, obligations and agreements of the Company herein contained or contained in documents submitted or delivered pursuant to this Agreement shall survive the purchase by the Underwriters of the Purchased Shares and shall continue in full force and effect for a period of three years after the Closing Date unaffected by any subsequent disposition by the Underwriters of the Purchased Shares or any of them and regardless of any examination or investigation which the Underwriters may carry out or which may be carried out on their behalf. The Underwriters will be entitled to rely on the representations and warranties of the Company herein contained or contained in documents submitted or delivered pursuant to this Agreement regardless of any examination or investigation which the Underwriters may carry out or which may be carried out on their behalf.

17. Termination Rights.

• 17.1 The obligation of the Underwriters to purchase the Firm Shares shall be subject to the accuracy as of the Closing Time of the representations and warranties of the Company contained herein or in any certificate or document delivered pursuant to or contemplated by this Agreement and the due fulfillment and compliance by the Company of and with its covenants herein and therein contained.
• 17.2 All representations, warranties, terms and conditions of this Agreement, including Schedule A hereto, other than those which expressly provide for an obligation of the Underwriters, shall be construed as conditions inserted for the benefit of the Underwriters. Any breach of, default under or non-compliance with any such representation, warranty, term or condition by the Company, as applicable, shall entitle any of the Underwriters, without limitation of any other remedies of the Underwriters, to

terminate such Underwriter's obligation to purchase the Firm Shares by giving written notice to that effect to the Company at or prior to the Closing Time. The Underwriters may waive, in whole or in part, or extend the time for compliance with, any such representation, warranty, term or condition without prejudice to the rights of the Underwriters in respect of any other such representation, warranty, term or condition or any other or subsequent breach, default or non-compliance with that or any other representation, warranty, term or condition, provided that to be binding on an Underwriter any such waiver or extension must be in writing and signed by such Underwriter. No act of the Underwriters in offering the Firm Shares or in preparing or joining in the execution of the Preliminary Prospectus, the Preliminary U.S. Offering Memorandum, the Prospectus, the U.S. Offering Memorandum or any Supplementary Material shall constitute a waiver of, or estoppel against, the Underwriters.

• 17.3 In addition to any other remedies which may be available to the Underwriters, any Underwriter shall be entitled, at the Underwriter's option, to terminate and cancel, without any liability on the Underwriter's part, the Underwriter's obligations under this Agreement if, during the period from the date of this Agreement to the Closing Time:
  • (a) any order to cease or suspend trading in any securities of the Company, or prohibiting or restricting the Distribution of the Firm Shares is made, or any proceeding is announced or commenced for the making of any such order, by any securities regulatory authority, any stock exchange or by any other competent authority, and has not been rescinded, revoked or withdrawn;
  • (b) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, threatened or announced or any order or ruling is issued under or pursuant to any statute of Canada or any of the Qualifying Jurisdictions, or of the United States or any state thereof, or by any official of any stock exchange or by any other regulatory authority having jurisdiction over a material portion of the business and affairs of any Cargojet Entities (on a consolidated basis) or otherwise, or there is any change of law, or the interpretation, pronouncement or administration thereof or in respect thereof, which in the opinion of the Underwriter, acting reasonably, may prevent or operates to prevent or restrict the Distribution of, trading in, or the market price or value of, the Firm Shares or the trading in any other securities of the Company;
  • (c) there should develop, occur or come into effect or existence any event, action, state, condition or occurrence of national or international consequence, acts of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including as a result of the COVID-19 Outbreak only to the extent that there are material adverse developments related thereto after January 12, 2021, or any action, law, regulation, inquiry or other occurrence of any nature which, in the reasonable opinion of such Underwriter, materially adversely affects or may materially adversely affect the Canadian financial markets generally or the business, operations or affairs of the Company and the

Cargojet Entities, taken as a whole, or the market price or value of the Firm Shares or any other securities of the Company; or

(d) there shall occur any material change (actual, imminent or reasonably expected), or change in material fact which in the reasonable opinion of the Underwriters (or any of them), acting reasonably, could be expected to have a material adverse effect on the market price or value of the Firm Shares or any other securities of the Company, or the Underwriters shall become aware of any material information with respect to the Company which had not been publicly disclosed or disclosed in writing to the Underwriters at or prior to the date hereof and which in the sole opinion of the Underwriters or any one of them, acting reasonably, could be expected to have a material adverse effect on the market price or value of the Firm Shares or any other securities of the Company;

by giving the Company written notice to that effect at or prior to the Closing Time.

• 17.4 If any Underwriter shall elect to terminate its obligation to purchase the Firm Shares as aforesaid, whether the reason for such termination is within or beyond the control of the Company, the liability of the Company hereunder with respect to such Underwriter shall be limited to the indemnity referred to in section 12, the contribution rights referred to in section 13 and, if applicable, the payment of expenses referred to in section 14.
• 17.5 The rights of termination contained in this section 17 may be exercised by any Underwriter acting alone and are in addition to any other rights or remedies the Underwriters or any of them may have in respect of any of the matters contemplated by this Agreement or otherwise. Any such termination shall not discharge or otherwise affect any obligation or liability of the Company provided herein or prejudice any other rights or remedies any party may have as a result of any breach, default or noncompliance by any other party. A notice of termination given by an Underwriter under this section 17 shall not be binding upon any other Underwriter. In the event that one or more but not all of the Underwriters shall exercise its rights of termination herein, then the provisions of section 19.2 shall apply.
• 17.6 The execution of any Supplementary Material (including without limitation an amendment to the Preliminary Prospectus or the Prospectus) in respect of any material change and the continued offering of the Firm Shares thereafter by the Underwriters shall not constitute a waiver of the Underwriters' rights under this section 17.

18. Notification.

18.1 The Company shall advise the Lead Underwriters promptly of any request made at any time prior to the end of the Distribution Period by any Regulatory Authority or TSX for any Supplementary Material or for any additional material information, of the issuance by any such Regulatory Authority or TSX of any cease trading or stop order relating to the Purchased Shares or any other securities of any Cargojet Entity or order preventing or suspending the use of the Prospectuses relating to the Purchased Shares or the qualification of the Purchased Shares for offering or sale, in any jurisdiction, or of the institution or threat to its knowledge of institution of any proceedings for that purpose or of the receipt by the Company of any material written communication from any such Regulatory Authority or TSX relating to the Prospectuses, any Supplementary Material or the offering or sale of Purchased Shares. The Company shall use all commercially reasonable efforts to prevent the issuance of any such cease trading or stop order or other order and, if issued, to obtain the withdrawal or lifting thereof as soon as possible.

18.2 During the Distribution Period, the Company shall provide to the Underwriters on a timely basis, for review by the Underwriters and their counsel prior to filing, any proposed document, including without limitation any Supplementary Material and any annual information form, material change report or information circular, which may be required to be filed by any Regulatory Authority or TSX.

19. Obligations of the Underwriters.

19.1 Subject to the terms and conditions of this Agreement, the obligations of the Underwriters to purchase the Firm Shares at the Closing Time shall be several and not joint in that each Underwriter shall be obligated to purchase only the percentage of the Firm Shares respectively set out opposite its name below:

Scotia Capital Inc.	20.0%
CIBC World Markets Inc.	19.0%
RBC Dominion Securities Inc.	19.0%
J.P. Morgan Securities Canada Inc.	10.0%
Morgan Stanley Canada Limited	10.0%
BMO Nesbitt Burns Inc.	6.0%
National Bank Financial Inc.	4.5%
Laurentian Bank Securities Inc.	3.5%
Canaccord Genuity Corp.	3.0%
Acumen Capital Finance Partners Limited	1.0%
ATB Capital Markets Inc.	1.0%
Beacon Securities Limited	1.0%
Cormark Securities Inc.	1.0%
Raymond James Ltd.	1.0%

19.2 If at the Closing Time any one or more of the Underwriters fails or refuses to purchase its respective percentage of the Firm Shares, the remaining Underwriters shall be obligated severally to purchase such Firm Shares which the defaulting Underwriter or Underwriters have failed to purchase, in the proportion that the percentage set forth opposite the name of each of the remaining Underwriters bears to the aggregate of such percentages; provided, however, that in the event that the percentage of the total number of Firm Shares which one or more of the Underwriters has failed to purchase exceeds 10% of the total number of Firm Shares which the Underwriters have agreed to purchase, the other Underwriters shall have the right, but not the obligation, to purchase severally, on a pro rata basis as between themselves or in such other proportions as they may agree upon,

all, but not less than all, of the Firm Shares which would otherwise have been purchased by the Underwriters which fail to purchase. In any such case, any of the non-defaulting Underwriters and the Company shall have the right to postpone the Closing Time for a period, not exceeding five Business Days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. If any nondefaulting Underwriter elects not to exercise such right and no other non-defaulting Underwriter elects to exercise such right so as to assume the entire obligations of the defaulting Underwriters and arrangements satisfactory to the Lead Underwriters (on behalf of the Underwriters) and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, then (i) each non-defaulting Underwriter shall be entitled, by notice to the Company to terminate, without liability (except under section 13, if applicable), its obligation to purchase its original percentage of the Firm Shares and (ii) the Company shall have the right to terminate its obligations hereunder. Any action taken under this section 19.2 shall not relieve any defaulting Underwriter from liability in respect of any default by such Underwriter under this Agreement.

19.3 Nothing in this section 19 shall obligate the Company to sell to one or more of the Underwriters less than all of the Firm Shares or shall relieve any Underwriter in default from liability to the Company or to any non-defaulting Underwriter in respect of its default hereunder. If all of the Firm Shares are not purchased, the Company shall have the right to terminate its obligations under this Agreement and there shall be no further liability on the part of the Company to the Underwriters except in respect of any liability which may have arisen or may thereafter arise under sections 12, 13 and 14.

20. Notices.

20.1 Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered:

in the case of the Cargojet Entities:

2281 North Sheridan Way Mississauga, ON L5K 2S3

Attention: Chief Financial Officer Email: jkim@cargojet.com

in the case of the Underwriters, to:

Scotia Capital Inc. 40 King St. West Scotia Plaza, 64th Floor Toronto, ON M5H 3Y2

Attention: Michael Mahoney Email: michael.mahoney@scotiabank.com CIBC World Markets Inc. 161 Bay Street Brookfield Place, 7th Floor Toronto, ON M5J 2S8

Attention: Jason Stefanson Email: jason.stefanson@cibc.com

RBC Dominion Securities Inc. P.O. Box 50, Royal Bank Plaza South Tower, 4th Floor Toronto, ON M5J 2W7

Attention: Claire Sturgess Email: claire.sturgess@rbccm.com

J.P. Morgan Securities Canada Inc. Suite 4500, TD Bank Tower 66 Wellington Street West Toronto, ON M5K 1E7

Attention: David Rawlings Email: David.Rawlings@jpmorgan.com

Morgan Stanley Canada Limited Suite 3700, Brookfield Place 181 Bay Street Toronto, ON M5J 2T3

Attention: Dougal MacDonald Email: dougal.macdonald@morganstanley.com

BMO Nesbitt Burns Inc. 1 First Canadian Place, 4th Floor 100 King Street West Toronto, ON M5X 1H3

Attention: Craig King Email: craig.king@bmo.com

National Bank Financial Inc. 130 King Street West, Suite 3200 Toronto, ON M5X 1J9

Attention: Saad Rawra Email: saad.rawra@nbc.ca

Laurentian Bank Securities Inc. 1360, Boul. René-Lévesque Ouest, bureau 600 Montréal, QC H3G 0E5

Attention: Cameron Baker Email: bakerc@vmbl.ca

Canaccord Genuity Corp. Brookfield Place 161 Bay Street, Suite 3100 Toronto, ON M5J 2S1

Attention: Jason Robertson Email: jrobertson@canaccordgenuity.com

Acumen Capital Finance Partners Limited 800, 500 – 4th Avenue S.W. Calgary, AB T2P 0R9

Attention: Kelly Hughes Email: khughes@acumencapital.com

ATB Capital Markets Inc. Eighth Avenue Place Suite 410, 585 - 8th Avenue SW Calgary, AB T2P 1G1

Attention: Timothy J. Hart Email: thart@atb.com

Beacon Securities Limited 66 Wellington Street West, Suite 4050 Toronto, ON M5K 1H1

Attention: Mario Maruzzo Email: mmaruzzo@beaconsecurities.ca Cormark Securities Inc. Royal Bank Plaza, 200 Bay Street North Tower, Suite 1800 Toronto, ON M5J 2J2 Attention: Alfred Avanessy Email: aavanessy@cormark.com Raymond James Ltd. 40 King Street W., 54th Floor Toronto, ON M5H 3Y2 Attention: Glenn Gatcliffe Email: glenn.gatcliffe@raymondjames.ca

and, in the case of notice to any one Underwriter, at such address as may be provided by the Underwriter from time to time upon request by any of the other parties. Each of the Company and the Underwriters may change their respective addresses for notices by notice given in the manner aforesaid. Any such notice or other communication shall be in writing, and unless delivered to a responsible person of the addressee, shall be given by courier service or by facsimile or other electronic transmission, and shall be deemed to have been received, if given by facsimile or other electronic transmission, on the day of sending (with written confirmation of receipt from the sending machine) if prior to 4:00 p.m. (local time at place of receipt) on a Business Day and, otherwise, on the next Business Day following the sending thereof and, if given by courier service when delivered.

21. Lead Underwriters.

21.1 The Company shall be entitled to and shall act on any notice or other communication given by or on behalf of the Underwriters by the Lead Underwriters which shall represent the Underwriters and which have the authority to bind the Underwriters except in respect of a notice of termination, waiver or extension given pursuant to section 17, which notices may be given by any Underwriter, an agreement of settlement given under section 12, which may be given only by the Underwriter affected thereby or a notice or election by a non-defaulting Underwriter pursuant to section 19, which may be given or made only by the Underwriter affected thereby. Each Underwriter giving a notice shall consult fully with any other Underwriter with respect to any such notice or other communication. Acceptance of this offer by the Company shall constitute its authority for accepting notification of any such matters from the Lead Underwriters, and for delivering the Purchased Shares to or to the order of the Lead Underwriters.

22. Further Offerings.

22.1 The Company agrees that, without the prior consent of Scotia Capital Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc., on behalf of the Underwriters, such consent not to be unreasonably withheld, it will not, during the period ending 90 days after the Closing Date, other than for purposes of directors', officers' or employee incentive plans, including the Company's long term incentive plan; to satisfy existing instruments already issued at the date hereof (including, for greater certainty, the Warrant Certificate); securities issued, sold, transferred or distributed in connection with an arms' length acquisition, merger, consolidation or amalgamation with any person; provided that the Company shall require each party to whom such securities may be issued in connection with an acquisition, merger, amalgamation or business combinations to agree to not, for the balance of such period, do any of the following: offer, issue, pledge, sell, contract to sell, announce an intention to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise lend, transfer or dispose of, directly or indirectly, any Voting Shares or securities convertible into or exchangeable for Voting Shares.

23. TMX Group

23.1 The Company hereby acknowledges that each of CIBC World Markets Inc. and National Bank Financial Inc. or an affiliate thereof, may own or control an equity interest in TMX Group Limited ("TMX Group") and may have a nominee director serving on the TMX Group's board of directors. As such, each such investment dealer may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the TSX, the TSX Venture Exchange and the Alpha Exchange. No person or company is required to obtain products or services from TMX Group or its affiliates as a condition of any such dealer supplying or continuing to supply a product or service.

24. Recognition of the U.S. Special Resolution Regimes

• 24.1 In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

• 24.2 In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

• 24.3 For purposes of this section:

  • (a) "BHC Act Affiliate" has the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k);
  • (b) "Covered Entity" means any of the following: (i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);
  • (c) "Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and
  • (d) "U.S. Special Resolution Regime" means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

25. Miscellaneous.

• 25.1 If any provision of this Agreement, including Schedule A hereto, is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect. The invalidity or unenforceability of any provision in any particular jurisdiction shall not affect its validity or enforceability in any other jurisdiction where it is valid or enforceable.
• 25.2 The Company hereby acknowledges that (i) the purchase and sale of the Purchased Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and each of the Underwriters and any affiliate through which it may be acting, on the other, (ii) each of the Underwriters is acting as principal and not as an agent or fiduciary of the Company, (iii) the engagement by the Company of each of the Underwriters in connection with the offering and sale of the Purchased Shares and the process leading up to the offering and sale thereof is as independent contractors and not in any other capacity, (iv) the Underwriters and their respective affiliates may be engaged in broad range of transactions that involve interests that differ from those of the Company, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Purchased Shares and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering and sale of the Purchased Shares irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters and no Underwriter has any obligation to the Company with respect to the offering of the Purchased Shares except the obligations expressly set forth in this Agreement. The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect or owes an agency,

fiduciary or similar duty to the Company in connection with the offering and sale of the Purchased Shares.

• 25.3 This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without reference to the conflicts of laws provisions thereof. Each of the parties irrevocably attorns to the jurisdiction of the courts of the Province of Ontario with respect to all matters arising out of this Agreement, including Schedule A hereto, and the transactions contemplated herein.
• 25.4 Time shall be of the essence hereof.
• 25.5 Unless otherwise indicated, all references herein to currency shall be to the lawful money of Canada.
• 25.6 In exercising rights or making decisions under this Agreement, including Schedule A hereto, all parties shall act in a commercially reasonable manner consistent with practice in the Canadian securities industry.
• 25.7 This Agreement may be executed in several counterparts and by facsimile or electronic signature, each of which when so executed shall be deemed to be an original and such counterparts, taken together, shall constitute one and the same instrument. A signed counterpart of this Agreement provided by way of facsimile, electronic signature or other electronic transmission shall be as binding upon the parties as an originally signed counterpart.
• 25.8 The terms and conditions of this Agreement, including Schedule A hereto, supersede any previous verbal or written agreement between the Underwriters (or any of them) and the Company with respect to the subject matter hereof, including the letter agreement dated as of January 12, 2021.
• 25.9 Each of the parties hereto shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party hereto may reasonably require from time to time for the purposes of giving effect to this Agreement, including Schedule A hereto, and shall use reasonable commercial efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement, including Schedule A hereto.
• 25.10 If this Agreement, including Schedule A hereto, accurately reflects the terms of the agreement which we are to enter into and if such terms are agreed to by the Company please signify acceptance by executing the enclosed copies of this letter where indicated below and returning them to the Lead Underwriters.

[The Remainder of this Page Intentionally Left Blank]

Yours very truly,

By: "Michael Mahoney" By: "Jason Stefanson" Michael Mahoney Managing Director

By: "Claire Sturgess" By: "David Rawlings" Claire Sturgess Managing Director

MORGAN STANLEY CANADA LIMITED BMO NESBITT BURNS INC.

By: "Dougal MacDonald" By: "Craig King" Dougal MacDonald Managing Director

By: "Saad Rawra" By: "Frederic Belisle" Saad Rawra Managing Director

By: "Jason Robertson" By: "Kelly Hughes" Jason Robertson Managing Director

By: "Timothy J. Hart" By: "Mario Maruzzo" Timothy J. Hart Managing Director

SCOTIA CAPITAL INC. CIBC WORLD MARKETS INC.

Jason Stefanson Vice Chairman and Managing Director

RBC DOMINION SECURITIES INC. J.P. MORGAN SECURITIES CANADA INC.

David Rawlings Managing Director

Craig King Managing Director

NATIONAL BANK FINANCIAL INC. LAURENTIAN BANK SECURITIES INC.

Frederic Belisle Director, Investment Banking

CANACCORD GENUITY CORP. ACUMEN CAPITAL FINANCE PARTNERS LIMITED

Kelly Hughes Head of Investment Banking

ATB CAPITAL MARKETS INC. BEACON SECURITIES LIMITED

Mario Maruzzo Managing Director, Investment Banking

CORMARK SECURITIES INC. RAYMOND JAMES LTD.

By: "Alfred Avanessy" By: "Russell Green" Alfred Avanessy Managing Director, Head of Investment Banking

Russell Green Managing Director The foregoing agreement is hereby accepted and agreed to as of the date first written above.

CARGOJET INC.

By: "John Kim"

John Kim Authorized Signatory

SCHEDULE A UNITED STATES OFFERS AND SALES

As used in this Schedule A, the following terms shall have the meanings indicated:

"Directed Selling Efforts" means "directed selling efforts" as that term is defined in Regulation S;

"Foreign Issuer" means a "foreign issuer" as that term is defined in Regulation S;

"General Solicitation" and "General Advertising" mean "general solicitation" and "general advertising", respectively, as used in Rule 502(c) promulgated under the U.S. Securities Act, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising or in any other manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;

"Offshore Transaction" means an "offshore transaction" as that term is defined in Regulation S;

"Qualified Institutional Buyer" means a "qualified institutional buyer" as that term is defined in Rule 144A;

"Regulation S" means Regulation S promulgated under the U.S. Securities Act;

"Representation Letter" means the form of U.S. investment letter attached to the U.S. Offering Memorandum as Exhibit A;

"Rule 144A" means Rule 144A promulgated under the U.S. Securities Act;

"Substantial U.S. Market Interest" means "substantial U.S. market interest" as that term is defined in Regulation S;

"U.S. Affiliate" of any Underwriter means the U.S. registered broker-dealer affiliate of such Underwriter; and

"U.S. Investment Company Act" means the United States Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

All other capitalized terms used but not otherwise defined in this Schedule A shall have the meanings assigned to them in the Underwriting Agreement to which this Schedule A is attached.

Representations, Warranties and Covenants of the Underwriters

Each Underwriter, severally and not jointly, acknowledges that the Purchased Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any U.S. state, and may not be offered or sold within the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, each Underwriter, severally but not jointly, represents, warrants, covenants and agrees to and with the Company that:

• 1. The Underwriter has offered and sold, and will offer and sell, Purchased Shares only (a) in an Offshore Transaction and otherwise in accordance with Rule 903 of Regulation S or (b) in the United States in accordance with Rule 144A as provided herein. Accordingly, none of the Underwriters, their Affiliates (including their U.S. Affiliates) nor any persons acting on their behalf, have engaged or will engage in, have made or will make or have facilitated or will facilitate the making of (except as permitted herein) (i) any offer to sell, or any solicitation of an offer to buy, any Purchased Shares to any person in the United States; (ii) any sale of Purchased Shares to any purchaser in the United States unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or such Underwriter, Affiliate or person acting on their behalf reasonably believed that such purchaser was outside the United States; or (iii) any Directed Selling Efforts in connection with the offer and sale of the Purchased Shares.
• 1. All offers and sales of the Purchased Shares in the United States have been and will be effected by or through a U.S. Affiliate of the Underwriter, duly registered under the U.S. Exchange Act and applicable state securities laws and a member in good standing with the Financial Industry Regulatory Authority, Inc., and have been and will be effected in accordance with all applicable U.S. broker dealer requirements. All such offers and sales have been and will be made in compliance with an exemption from the registration or qualification requirements of all applicable state securities laws. Each U.S. Affiliate of the Underwriter offering and selling Purchased Shares in the United States is a Qualified Institutional Buyer.
• 1. The Underwriter and its U.S. Affiliate are Qualified Institutional Buyers.
• 1. Any offer, sale or solicitation of an offer to buy Purchased Shares that has been made or will be made in the United States by it through its U.S. Affiliate was or will be made in accordance with Rule 144A only to persons it reasonably believes to be Qualified Institutional Buyers.
• 1. In connection with the offer and sale of the Purchased Shares in the United States, neither the Underwriter nor its Affiliates (including its U.S. Affiliates) or any person acting on their behalf have engaged or will engage in any General Solicitation or General Advertising or in any conduct involving a public offering within the meaning of Section 4(a)(2) under the U.S. Securities Act.
• 1. At Closing, it, together with its U.S. Affiliate offering or selling Purchased Shares in the United States, will provide a certificate, substantially in the form of Exhibit A to this Schedule A relating to the manner of the offer and sale of the Purchased Shares in the United States.
• 1. The Underwriter shall inform (and shall cause its U.S. Affiliate to inform) any or all purchasers to whom its U.S. Affiliate offers or sells Purchased Shares in the United States that such securities have not been and will not be registered under the U.S. Securities Act and are being sold to it in reliance on the exemption from registration under the U.S. Securities Act provided by Rule 144A.
• 1. The Underwriter shall cause its U.S. Affiliate to deliver a copy of the U.S. Offering Memorandum to each of its offerees in the United States at or prior to the time of purchase of Purchased Shares. Other than the U.S. Offering Memorandum and Offering Term Sheet, no written material will be used by the Underwriter or its U.S. Affiliate in connection with the offer or sale of the Purchased Shares in the United States.
• 1. It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Purchased Shares, except with its U.S. Affiliate, and Selling Firms or with the prior written consent of the Company. The Underwriter shall cause its U.S. Affiliate and Selling Firms who may offer to sell Purchased Shares to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that each Selling Firm and its U.S. Affiliate complies with, the same provisions of this Schedule A as are applicable to the Underwriter.
• 1. It will provide the Company, at least one Business Day prior to the Closing Date, the aggregate number of Purchased Shares sold in the United States.
• 1. All offers, sales and solicitations of offers to buy Purchased Shares that have been made or will be made by it in the United States, through a U.S. Affiliate, were or will be made only to a person it or its U.S. Affiliate reasonably believed and believes, immediately prior to making such offer, sale or solicitation, to be a Qualified Institutional Buyer who is acquiring the Purchased Shares (i) for its own account or (ii) for the account of a Qualified Institutional Buyer with respect to which it exercises sole investment discretion, in a transaction that is exempt from registration under the U.S. Securities Act and applicable state securities laws.
• 1. Prior to completion of any sale of Purchased Shares, it will cause each such purchaser to sign and deliver a Representation Letter.
• 1. Neither the Underwriter nor its U.S. Affiliate has taken or will take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in the stabilization or manipulation of the price of any of the Company's securities or the Purchased Shares to facilitate the sale or resale of the Purchased Shares in violation of any applicable law.

Representations, Warranties and Covenants of the Company

The Company represents, warrants, covenants and agrees to and with the Underwriters that:

• 1. The Company is, and as of the Closing Date and any Option Closing Date will be, a Foreign Issuer and reasonably believes, and as of the Closing Date and any Option Closing Date will reasonably believe, that there is no Substantial U.S. Market Interest in the Voting Shares.
• 1. For so long as any Purchased Shares are outstanding and "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and if the Company is neither (i) subject to and in compliance with the reporting requirements of Section 13 or 15(d) of

the U.S. Exchange Act nor (ii) exempt from such reporting requirements pursuant to Rule 12g3-2(b) under the U.S. Exchange Act, the Company shall provide to any holders of such Purchased Shares or to any prospective purchasers of such Purchased Shares designated by such holders, upon request of such holders or prospective purchasers, at or prior to the time of resale, the information required to be provided by Rule 144A(d)(4) under the U.S. Securities Act (so long as such requirement is necessary in order to permit such holders to effect resales under Rule 144A).

• 1. Neither the Company nor any of its Affiliates, nor any person acting on its or their behalf (other than the Underwriters, their Affiliates, the Selling Firms and any person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made) has engaged or will engage in any Directed Selling Efforts in connection with the offer and sale of the Purchased Shares.
• 1. Neither the Company nor any of its Affiliates, nor any person acting on its or their behalf (other than the Underwriters, their Affiliates, the Selling Firms and any person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made), has taken or will take any action that would cause the exclusion afforded by Rule 903 of Regulation S or the exemption afforded by Rule 144A to be unavailable for offers and sales of the Purchased Shares pursuant to this Schedule A and the Agreement to which it is annexed.
• 1. The Purchased Shares are not, and as of the Closing Date and any Option Closing Date will not be, and no securities of the same class as the Purchased Shares are or as of the Closing Date or any Option Closing Date will be (i) listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act; (ii) quoted in an "automated inter dealer quotation system" (as such term is used for purposes of Rule 144A); or (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than ten percent for securities so listed or quoted.
• 1. The Company is not now registered or required to be registered, and as a result of the sale of the Purchased Shares contemplated hereby will not be required to be registered, under the U.S. Investment Company Act.
• 1. All offers and sales of Purchased Shares made outside the United States by the Company, its Affiliates or any person acting on their behalf (other than the Underwriters, their Affiliates, the Selling Firms and any person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made) have been and will be made in Offshore Transactions and otherwise in accordance with Rule 903 of Regulation S.
• 1. In connection with the offer and sale of the Purchased Shares in the United States, neither the Company nor any of its Affiliates, nor any person acting on its or their behalf (other than the Underwriters, their Affiliates, the Selling Firms and any person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made) have engaged or will engage in any General Solicitation or General Advertising or in any

conduct involving a public offering in the United States within the meaning of Section 4(a)(2) under the U.S. Securities Act.

1. Other than through the Underwriters and their U.S. Affiliates, neither the Company nor any of its Affiliates, nor any person acting on its or their behalf, has made or will make any offer or sale of Purchased Shares in the United States.

EXHIBIT A TO SCHEDULE A

UNDERWRITERS' CERTIFICATE

In connection with the offering in the United States of the Purchased Shares pursuant to the Underwriting Agreement, dated January 18, 2021 among the Company and the Underwriters named therein (the "Underwriting Agreement"), each of the undersigned does hereby certify as follows:

• 1. [Name of U.S. Affiliate] (the "U.S. Affiliate") is and was at all relevant times a duly registered broker or dealer under the U.S. Exchange Act and under all applicable state securities laws, and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.;
• 1. all offers of Purchased Shares in the United States were effected by the U.S. Affiliate in accordance with all U.S. federal and state securities law, including laws and regulations governing the registration and conduct of brokers and dealers;
• 1. each purchaser from us in the United States or that was offered Purchased Shares in the United States by us was provided with a copy of the U.S. Offering Memorandum prior to the time of such offeree's purchase of Purchased Shares, and no other written material (except the Preliminary U.S. Offering Memorandum and a Representation Letter) was used in connection with the offer or sale of Purchased Shares in the United States;
• 1. immediately prior to transmitting the Preliminary U.S. Offering Memorandum or the U.S. Offering Memorandum to each offeree in the United States, we had reasonable grounds to believe and did believe that each such offeree was, and we continue to believe that each such offeree purchasing Purchased Shares from us that is in the United States or that was offered Purchased Shares in the United States is, a Qualified Institutional Buyer;
• 1. no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of the Purchased Shares in the United States;
• 1. prior to any sale of Purchased Shares to a Qualified Institutional Buyer in the United States, we caused such purchaser to sign a Representation Letter; and
• 1. the offering of the Purchased Shares in the United States has been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule A thereto.
• 1. neither it nor its affiliates nor any person acting on its or their behalf have taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Purchased Shares in the United States.

Terms used in this certificate have the meanings given to them in the Underwriting Agreement unless otherwise defined herein.

DATED this ◼ day of ◼, 2021.

[UNDERWRITER] [U.S. AFFILIATE]

Per:

Per:

Name: Title:

Name: Title: