Cargojet Inc.

SEDAR COPY

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.

THE WARRANT REPRESENTED BY THIS CERTIFICATE IS NOT TRANSFERABLE OR ASSIGNABLE EXCEPT IN ACCORDANCE WITH THE TERMS HEREOF AND SUBJECT TO COMPLIANCE WITH APPLICABLE SECURITIES LAWS.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS INSTRUMENT MUST NOT TRADE THIS INSTRUMENT OR THE SECURITIES REPRESENTED BY THIS INSTRUMENT BEFORE JULY 29, 2022.

WARRANT CERTIFICATE

Certificate Number: DW-1

(incorporated under the laws of Ontario)

Right to Purchase 1,645,000 Variable Voting Shares

WARRANT TO PURCHASE VARIABLE VOTING SHARES

Issue Date: March 28, 2022

Definitions. Unless the context otherwise requires, when used herein the following terms shall have the meanings indicated.
(a) "2024 Debentures" mean the 5.75% listed senior unsecured hybrid debentures issued by the Company in the aggregate principal amount of $86,250,000 and due April 30, 2024.
(b) "2025 Debentures" mean the 5.75% listed senior unsecured hybrid debentures issued by the Company in the aggregate principal amount of $115,000,000 and due April 30, 2025.
(c) "2026 Debentures" mean the 5.25% listed senior unsecured hybrid debentures issued by the Company in the aggregate principal amount of $115,000,000 and due June 30, 2026.
(d) "20-day VWAP" of the Shares means the volume weighted average trading price of the Shares on the TSX (or, if the Shares are not listed and posted for trading on the TSX, such other recognized stock exchange or over-the-counter market on which the Company has applied to list the Shares) for the immediately preceding 20 consecutive Trading Days calculated by dividing the aggregate sale price of all such Shares sold on such stock exchange during such 20-day period by the total number of such Shares so sold using the historical closing price of such Shares for each of the days in such period provided that: (i) if such volume weighted average trading price is below the minimum price permitted under the rules and policies of the TSX, then the "20-day VWAP" of the Shares shall be such minimum price; or (b) if the Shares are not then traded on the TSX, another recognized stock exchange or over-the-counter market, the 20-day VWAP of a Share shall be the Fair Market Value of a Share.
(e) "Acquisition Proposal" has the meaning set forth in Section 10(e).
(f) "Actual Knowledge" has the meaning set forth in Section 9(b).
(g) "Affiliates" means, with respect to any Person, any other Person (for all purposes hereunder, including any entities or individuals) that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person; it is expressly agreed that, for purposes of this definition, none of the Company or any of its subsidiaries is an Affiliate of DHL or any of its subsidiaries (and vice versa).
(h) "Annual Financial Statements" has the meaning set forth in Section 1(f)(i) of Annex C.
(i) "Annual Shareholder Matters" means any of the following matters or proposals submitted to Shareholders at any duly called meeting of Shareholders from time to time: (i) a proposal to fix the number of directors of the Company; (ii) a proposal to elect directors; or (iii) the appointment of the Company's auditors and authority to fix its remuneration.
(j) "Applicable Law" means, with respect to any Person, any federal, provincial, national, state, local, municipal, international, multinational, or Governmental Entity statute, law, ordinance, secondary and subordinate legislation, directives, rule (including rules of common law), regulation, ordinance, treaty, Order, permit, authorization, constitution, convention, by-law, code, award, ruling or other requirement, whether domestic or foreign, applicable to such Person, its assets, properties, operations or business.
(k) "Base Shelf Prospectus" has the meaning ascribed thereto in National Instrument 44-102 - Shelf Distributions .
(l) "Beneficial Owner", "Beneficially Own" or "Beneficial Ownership" means, with respect to any Person or group of Persons "acting jointly or in concert" (where such phrase has the meaning ascribed thereto in applicable Securities Laws), any security (i) which such Person directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares (A) voting power which includes the power to vote, or to direct the voting of, such securities, and/or (B) investment power which includes the power to dispose, or to direct the disposition of, such securities, or (ii) which such Person would be deemed to beneficially own within the meaning of Securities Laws, including Section 1.8 of National Instrument 62-104 – Take-over Bids and Issuer Bids . Except as otherwise specified herein, the Beneficial Ownership calculations as of any time for purposes of this Warrant, and not for purposes of Securities Laws, shall be made inclusive of all vested Warrant Shares at such time under this Warrant and the Warrantholder and its Affiliates shall not be deemed to Beneficially Own any Warrant Shares which have not vested (or may not vest because the conditions to such vesting are incapable of being satisfied) or which may not be issued because the Warrantholder is otherwise indefinitely prohibited from acquiring such Warrant Shares (for example, if the Warrant has been cancelled or terminated).
(m) "Board" means the board of directors of the Company.
(n) "Burdensome Action" has the meaning set forth in Section 8(b).
(o) "Business Combination" has the meaning ascribed thereto in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions .
(p) "Business Day" means any day, other than a Saturday, a Sunday or any other day on which commercial banks in the City of Toronto and the City of New York are authorized or required by Applicable Law to be closed.
(q) [Redacted – Commercially Sensitive Information – Vesting Event].

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(r) [Redacted – Commercially Sensitive Information – Vesting Event].
"
(s) Cashless Exercise" has the meaning set forth in Section 4(m).
(t) "Cashless Exercise Ratio" with respect to any exercise of this Warrant means a fraction, (i) the numerator of which is the excess of (x) the Market Price of the Shares as of the day immediately preceding the applicable exercise date over (y) the applicable Exercise Price, and (ii) the denominator of which is the Market Price of the Shares as of the day immediately preceding the applicable exercise date; it being understood that the foregoing calculation shall take into account any adjustments set forth in this Warrant, including, without limitation, as set forth in Section 23.
(u) "CFPOA" has the meaning set forth in Section 1(m) of Annex C.
(v) "Change of Control Transaction" means (i) any transaction or series of related transactions as a result of which any Person or group of Persons "acting jointly or in concert" (where such phrase has the meaning ascribed thereto in applicable Securities Laws) (excluding the Warrantholder or any of its Affiliates) becomes the Beneficial Owner, directly or indirectly, of 35% or more of the Equity Interests (measured by either voting power or economic interests) of the Company, (ii) any transaction or series of related transactions in which the Shareholders immediately prior to such transaction or series of related transactions cease to Beneficially Own, directly or indirectly, at least 65% of the outstanding Equity Interests (measured by either voting power or economic interests) of the Company; provided that this clause (ii) shall not apply if such transaction or series of related transactions is an acquisition by the Company that is approved by the Board and effected, in whole or in part, through the issuance of Equity Interests of the Company, (iii) any Business Combination, as a result of which at least 35% ownership of the Company is transferred to another Person or group of Persons "acting jointly or in concert" (where such phrase has the meaning ascribed thereto in applicable Securities Laws) (excluding the Warrantholder or any of its Affiliates), (iv) the election at a meeting of Shareholders of that number of individuals that would represent a majority of the Board, who are not included in the slate for election as directors proposed to Shareholders by management of the Company or a transaction or series of transactions as a result of which a majority of the directors of the Company are removed from office at any annual or special meeting of Shareholders or as a result of a transaction referred to in clause (i), (ii) or (iii) herein, or a majority of the directors of the Company resign from office over a period of 60 days or less, and the vacancies created thereby are filled by nominees proposed by any Person other than the directors or management of the Company in place immediately prior to the removal or resignation of the directors; or (v) any sale or lease or exchange, transfer, license or disposition of a business or assets that constitute 35% or more of the consolidated assets or revenues of the Company (other than to any wholly-owned subsidiaries of the Company).
(w) "Commercial Agreement" means the Consolidated Charter Agreement between DHL Network Operations (USA), Inc., and Cargojet Airways Ltd. [Redacted – Commercially Sensitive Information – Definition of Commercial Agreement] .
(x) "Common Voting Shares" means the common voting shares in the capital of the Company.
(y) "Company" means Cargojet Inc., an Ontario corporation, or its successors or assigns, as applicable.
(z) "Company Benefit Plan" has the meaning set forth in Section 1(e)(iii) of Annex C. (aa) "Company Filings" means all documents publicly filed by or on behalf of the Company on SEDAR since December 31, 2020 through the date hereof.
(bb) "Confidential Information" means any information relating to the Company or its Affiliates or any of their respective businesses, operations, assets, liabilities, plans, prospects, properties or affairs,

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which has been or is disclosed to or acquired by the Warrantholder or its Personnel regardless of whether such information is in oral, visual, electronic, written or other form and whether or not it is identified as "confidential"; and any notes, analyses, reports, compilations, forecasts, data, studies, interpretations, or other documents prepared by or on behalf of the Warrantholder or for its benefit that contain, reflect, summarize, analyze, discuss, review or are based on, wholly or partly, such information. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of disclosure directly or indirectly by the Warrantholder or its Personnel; (b) is or becomes available to the Warrantholder on a nonconfidential basis from a source other than the Company or its Affiliates unless the Warrantholder knows after reasonable inquiry that such source is prohibited from disclosing the information by a contractual obligation; or (c) the Warrantholder can show was independently acquired or developed by itd without the use of any Confidential Information.

(cc) "conversion" has the meaning set forth in Section 1(pp).
"
(dd) Convertible Securities" has the meaning set forth in Section 1(pp).
(ee) "Demand Distribution" has the meaning set forth in Section 1(a) of Annex D.
(ff) "Demand Shareholders" means the Warrantholder (including any Permitted Transferee) or any Affiliate of the Warrantholder, in either case that holds Registrable Securities.
(gg) "DHL" means DHL Aviation (Netherlands) B.V. and its Affiliates.
(hh) "DHL Payments" means the aggregate amount of any and all fees and other payments (excluding applicable taxes) made by or on behalf of DHL or any of its Affiliates to the Company or any of its Affiliates pursuant to the Commercial Agreement prior to the Vesting Expiration Time. [Redacted – Commercially Sensitive Information – Definition of DHL Payments] .
"
(ii) Disclosable Agreement" has the meaning set forth in Section 7(b)(ii).
(jj) "Disclosure Agency" has the meaning set forth in Section 7(b)(ii).
(kk) "Dispute Notice" has the meaning set forth in Section 4(i).
"
(ll) Dispute Resolution Period" has the meaning set forth in Section 4(j).
(mm) "Distribution" means a distribution of Registrable Securities to the public by way of a prospectus under applicable Securities Laws, and the term "Distribute" has a similar meaning.
(nn) "Dividend Distribution" means a declaration by or distribution of any Extraordinary Dividend by the Company or a distribution by the Company to holders of Shares (and not to the Warrantholder, in its capacity as such) of evidences of the Company's indebtedness or assets (including cash and cash dividends or property) or rights or warrants to subscribe for or purchase any security (including, without limitation, any distribution on Shares of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, plan of arrangement or other similar transaction), and excluding in all cases Ordinary Dividends.
(oo) "Effect" has the meaning set forth in the definition "Material Adverse Effect".
(pp) "Equity Interests" means any and all (i) shares, interests, participations or other equivalents (however designated) in the capital of a corporation or other voting securities of a corporation, any and all equivalent or analogous ownership (or profit) or voting interests in a Person (other than a corporation), (ii) securities convertible into or exchangeable for shares, interests, participations or

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other equivalents (however designated) in the capital of a corporation or voting securities of (or other ownership or profit or voting interests in) such Person, and (iii) any and all warrants, rights or options to purchase any of the foregoing, whether voting or nonvoting, and, in each case, whether or not such shares, interests, participations, equivalents, securities, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination (clauses (ii) and (iii), collectively "Convertible Securities" and any conversion, exchange or exercise of any Convertible Securities, a "conversion").

(qq) "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(rr) "Exchange Ratio" means the Warrant Shares issuable per each right to purchase a Warrant Share hereunder, which, as of the Issue Date, is one, subject to adjustment as set forth in Section 22(b).
(ss) "Exercise Price" means $158.92 per Variable Voting Share.
(tt) [Redacted – Commercially Sensitive Information – Vesting Event].
(uu) "Existing Warrant Certificate" has the meaning set forth in Section 1(c) of Annex C.
(vv) "Expiration Time" has the meaning set forth in Section 4(m).
(ww) "Extraordinary Dividend" means any dividend declared by the Company that is not an Ordinary Dividend.
(xx) "Fair Market Value" means, with respect to a Share, the fair market value of such Share as determined by the Board, acting in good faith and in accordance with its fiduciary duties, and evidenced by a written notice delivered promptly to the Warrantholder. If the Warrantholder objects in writing to the Board's calculation of Fair Market Value within ten (10) Business Days after receipt of written notice thereof, and the Warrantholder and the Company are unable to agree on the Fair Market Value during the ten (10) Business Day period following the delivery of the Warrantholder objection, the Company and the Warrantholder may engage an independent valuator acceptable to both the Company and the Warrantholder, each acting reasonably and in good faith in order to determine such Fair Market Value, failing which an independent valuator shall be appointed by the Warrantholder, provided that such independent valuator shall be an internationally recognized investment banking, accounting or valuation firm which is independent of the Warrantholder and its Affiliates. Each of the Company and the Warrantholder shall be responsible for half of the costs and expenses of the valuator.
(yy) [Redacted – Commercially Sensitive Information – Vesting Event].
(zz) "Freight Credits" means an amount of net proceeds in cash realized by the Warrantholder on the sale of any Warrant Shares in accordance with the terms of this Warrant and remitted to the Company or its Affiliates to be applied to any future DHL Payments (and for greater certainty, such DHL Payments shall continue to be eligible for purposes of determining whether a Vesting Event has occured).
(aaa) "Fully Diluted Basis" means as of any date of determination, all issued and outstanding Shares and Shares issuable upon the conversion, exchange or exercise, as applicable, of vested RSUs, vested Options and any other vested security convertible or exchangeable into Shares or giving the right to acquire Shares in accordance with their respective terms, and assuming issuance of vested Warrant Shares and any Shares vested in accordance with the terms of the Existing Warrant Certificate.

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(bbb) "Fundamental Representations" means those representations and warranties set out in Sections 1(a), 1(b), 1(c), 1(d), 1(e), 1(h)(i), 1(h)(ii) and 1(h)(iii) of Annex C.
(ccc) "Government Official" has the meaning set forth in Section 1(m) of Annex C.
(ddd) "Governmental Entity" has the meaning set forth in Section 1(d)(iv) of Annex C.
(eee) [Redacted – Commercially Sensitive Information – Vesting Event].
(fff) "IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board.
(ggg) "Indemnified Party" has the meaning set forth in Section 8(c) of Annex D.
(hhh) "Indemnifying Party" has the meaning set forth in Section 8(c) of Annex D.
(iii) "Independent Accountant" means KPMG LLP (provided it is independent of each of DHL and its Affiliates, on the one hand, and the Company and its Affiliates, on the other hand), or such other internationally recognized independent accounting firm that the Warrantholder and the Company may agree to (acting reasonably and in good faith).
(jjj) "Initial Announcement" has the meaning set forth in Section 7(b)(i).
(kkk) "Initial Standstill Period" means the period of time commencing on the Issue Date and ending on the date the Warrantholder (directly or indirectly through any of its Affiliates) initially acquires Beneficial Ownership of five percent (5%) on a Fully Diluted Basis.
(lll) "Initial Vesting Event" has the meaning set forth in Section 4(c).
(mmm) "Issue Date" means March 28, 2022.
(nnn) "Market Price" of a Share means, on any given date, the price per Share equal to the 20-day VWAP.
(ooo) "Material Adverse Effect" means any change, effect, event, development, circumstance or occurrence (each, an "Effect") that, taken individually or when taken together with all other applicable Effects, has been, is or would reasonably be expected to be, materially adverse to the business, assets, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, provided, however, that in no event shall any Effect, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been, or is or would reasonably be expected to be, a Material Adverse Effect to the extent resulting from: (A) any change in the U.S. and Canadian economies generally including general political, financial or economic conditions or securities or currency markets in general; (B) any change in IFRS or Applicable Law to the extent such change is generally applicable and not specifically directed at the Company or its subsidiaries; (C) any act of war (whether or not declared), armed hostilities, sabotage or terrorism, or any material escalation or worsening of any such events, or any national disaster or any national or international calamity and any epidemic, pandemic or outbreaks of illness (including COVID-19 (Coronavirus)) or other health crisis or public health event, including any material adverse developments related thereto after the date hereof; (D) any failure, in and of itself, by the Company to meet internal or published projections, forecasts, targets or revenue or earnings predictions for any period, as well as any change, in and of itself, by the Company in any projections, forecasts, targets or revenue or earnings predictions for any period (provided that the underlying causes of such failures (to the extent not otherwise falling within one of the other exceptions in this proviso) may constitute or be taken into account in determining whether there has been, is, or would reasonably be expected to be, a Material Adverse Effect); (E)

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any change in the price or trading volume of the Shares (provided that the underlying causes of such change (to the extent not otherwise falling within one of the other exceptions in this proviso) may constitute or be taken into account in determining whether there has been, is or would reasonably be expected to be a Material Adverse Effect); or (F) solely attributable to the announcement of the issuance of this Warrant and the transactions contemplated hereby; provided, further, however, that any Effect referred to in clauses (A) through (C) may be taken into account in determining whether or not there has been, is, or would be, a Material Adverse Effect if such Effect has a disproportionate effect on the Company and its subsidiaries, taken as a whole, as compared to other similarly situated participants in the industries and jurisdictions in which the Company and its subsidiaries operate.

(ppp) "Misrepresentation" has the meaning ascribed thereto under Securities Laws.
(qqq) "More Favorable Agreement" has the meaning set forth in Section 10(e).
(rrr) "Non-Fundamental Representations" means those representations and warranties set out in Section 1 of Annex C that are not Fundamental Representations.
(sss) "Notice of Exercise" means the Notice of Exercise in form attached hereto as Annex B.
(ttt) "Notice of Vesting Event" means the Notice of Vesting Event in form attached hereto as Annex A.
(uuu) "Offered Shares" has the meaning set forth in Section 5(a) of Annex D.
(vvv) "Open-Market Transfer" has the meaning set for in Section 9(c).
(www) "Option Plan" has the meaning set forth in Section 1(c) of Annex C.
(xxx) "Order" means any judgment, decision, decree, order, settlement, injunction, writ, stipulation, determination or award issued by any Governmental Entity.
(yyy) "Ordinary Dividend" means a periodic dividend expressly declared by the Board and paid by the Company to Shareholders in the ordinary course and consistent with past practice, as described in the Company's public filings in accordance with applicable Securities Laws; provided, however, that a dividend shall not be deemed to be an Ordinary Dividend to the extent the Company has increased the dividend rate on its Shares in respect of any particular fiscal quarter from the dividend rate declared in respect of the immediately prior fiscal quarter where the amount, if any, by which all distributions made during such prior fiscal quarter and the three immediately preceding fiscal quarters would exceed 75% of the aggregate amount of free cash flow for such period of four fiscal quarters.
(zzz) "Other Demanding Sellers" has the meaning set forth in Section 2(a)(i) of Annex D.
(aaaa) "Parties" means the Warrantholder and the Company and each individually, a "Party".
(bbbb) "Permitted Transferee" has the meaning set forth in Section 9(a)(i).
(cccc) "Permitted Transfers" has the meaning set forth in Section 9(a).
(dddd) "Person" means an individual, company, corporation, partnership, limited liability company, trust, body corporate (wherever located) or other entity, organization or unincorporated association, including any Governmental Entity.
(eeee) "Personnel" means any of the Warrantholder's directors, officers, employees, contractors, agents and advisors (including legal counsel and accountants) who (i) have a need to know Confidential
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Information, (ii) are informed of the confidential nature of the Confidential Information, and (iii) have obligations with respect to the Confidential Information that are consistent with the confidentiality provisions of this Warrant.

(ffff) "Piggyback Notice" has the meaning set forth in Section 2(a) of Annex D.
(gggg) "Piggyback Registration" has the meaning set forth in Section 2(a) of Annex D.
(hhhh) "Piggyback Seller" has the meaning set forth in Section 2(a) of Annex D.
(iiii) "Piggyback Shares" has the meaning set forth in Section 2(a) of Annex D.
(jjjj) "Principal Trading Market" means the trading market on which the Company has applied to list the Shares, or any successor security thereto, or the trading market on which the Shares are primarily listed on or quoted for trading, and which, as of the Issue Date, is the TSX.
(kkkk) "Proposed Transferee" has the meaning set forth in Section 9(b).
(llll) "Qualifying Shares" has the meaning set forth in Section 1(a) of Annex D.
(mmmm) "Registrable Securities" means any and all (i) Warrant Shares, (ii) other Shares or securities of the Company that the Warrantholder (including any Permitted Transferee) or any of its Affiliates may be entitled to receive, or will have received, pursuant to its ownership of the Warrant or Warrant Shares, in lieu of or in addition to Shares, and (iii) Equity Interests issued or issuable directly or indirectly with respect to the securities referred to in the foregoing clause (i) or (ii) by way of conversion or exchange thereof or share dividend or share split or in connection with a combination of shares, recapitalization, reclassification, merger, amalgamation, arrangement, consolidation or other reorganization. As to any particular securities constituting Registrable Securities, such securities shall cease to be Registrable Securities when they have been distributed pursuant to a Distribution or have been otherwise transferred by the Warrantholder or a Permitted Transferee to a non-Permitted Transferee. For purposes of this Warrant, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to acquire, directly or indirectly, such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected.
(nnnn) "Registration Period" has the meaning set forth in Section 9 of Annex D.
(oooo) "Requested Information" has the meaning set forth in Section 7(a) of Annex D.
(pppp) "Requesting Shareholders" has the meaning set forth in Section 1(a) of Annex D.
(qqqq) "ROFO Period" has the meaning set forth in Section 9(d).
(rrrr) "RSU Plan" has the meaning set forth in Section 1(c) of Annex C.
(ssss) "SEC" has the meaning set forth in Section 1(f)(iii)of Annex D.
(tttt) "Securities Laws" means the Securities Act (Ontario) together with all other applicable securities laws, rules and regulations and published policies thereunder or under the securities laws of any other province of Canada as now in effect and as they may be promulgated or amended from time to time.

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(uuuu) "Security Authorities" or "Securities Authorities" or "Securities Authority" means the applicable securities commission or securities regulatory authority of a province or territory of Canada.
(vvvv) "SEDAR" means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators, the electronic filing system for the disclosure of documents of reporting issuers in Canada.
(wwww)"SEDI" means the System for Electronic Disclosure by Insiders, the electronic for the filing and viewing of insider reports as required by various provincial securities rules and regulations.

(xxxx) "Selling Shareholders" has the meaning set forth in Section 5(a) of Annex D.

(yyyy) "Shareholder Indemnified Parties" has the meaning set forth in Section 8(a) of Annex D.
(zzzz) "Shareholders" means the holders of Shares.
(aaaaa) "Shares" mean collectively the Variable Voting Shares and Common Voting Shares, but excluding any other class of shares including preferred shares of the Company.
(bbbbb) "Shelf Prospectus Supplement" has the meaning ascribed thereto in National Instrument 44-102 - Shelf Distributions .
(ccccc) "Standstill Period" means the period commencing on the Issue Date and continuing until the earlier to occur of (i) the Expiration Time; and (ii) 5:00 p.m. (Toronto time) on the date following the Initial Standstill Period on which the Warrantholder Beneficially Owns (directly or through any of its Affiliates) less than five percent (5%) on a Fully Diluted Basis, provided, for greater certainty, that the Standstill Period shall also include the Initial Standstill Period.

(ddddd) "Subject Adjustment" has the meaning set forth in Section 22(g).

(eeeee) "Subject Record Date" has the meaning set forth in Section 22(g).

(fffff) "subsidiaries" means, with respect to a Person, any foreign or domestic entity, whether incorporated or unincorporated, of which (i) such Person or any other subsidiary of such Person is a general partner, (ii) at least a majority of the voting power to elect a majority of the directors or others performing similar functions with respect to such other entity is directly or indirectly owned or controlled by such Person or by any one or more of such Person's subsidiaries, or (iii) at least fifty percent (50%) of the Equity Interests of which are directly or indirectly owned or controlled by such Person or by any one or more of such Person's subsidiaries.
(ggggg) "Tax" or "Taxes" means all federal, state, provincial, territorial, county, municipal, local or foreign taxes, duties, imposts, levies, assessments, tariffs and other charges imposed, assessed or collected by a Governmental Entity including, (i) any gross income, net income, gross receipts, business, royalty, capital, capital gains, goods and services, value added, severance, stamp, franchise, occupation, premium, capital stock, sales, sales and use, real or immovable property, land transfer, personal or movable property, ad valorem, transfer, licence, profits, windfall profits, environmental, payroll, employment, employer health, pension plan, anti-dumping, countervail, excise, severance, stamp, occupation, or premium tax, (ii) all withholdings on amounts paid to or by the relevant person, and (iii) all employment insurance premiums, Canada Pension Plan contributions, Québec Pension Plan contributions, including any fine, penalty, interest, or addition to such taxes.
(hhhhh) "Tax Return" means a return, information return, withholding statement, report, election, designation, estimate, claim for refund or other information, form or statement required to be filed in accordance with Applicable Laws in connection with, the calculation, determination, assessment,

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collection or payment of any Taxes, including, where permitted or required, combined or consolidated returns for a group of entities and including any amendment thereof, including any schedule or attachment thereto.

(iiiii) "Trading Day" means a day on which the Principal Trading Market is open for trading.
(jjjjj) "Transaction Documents" refers collectively to this Warrant and any other agreement entered into by and among the Parties and/or their Affiliates on the date hereof in connection with the transactions contemplated hereby, in each case, as amended, modified or supplemented from time to time in accordance with their respective terms.
(kkkkk) "Transfer" means: (i) any direct or indirect offer, sale, disposition or other transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any contract, option or other arrangement or understanding with respect to any offer, sale, assignment, disposition or other transfer (by operation of law or otherwise), of all or any portion of shares or interest in all or any portion of shares, or (ii) in respect of all or any portion of shares or any interest in all or any portion of shares, the entry into any swap or any other agreement, transaction or series of transactions that hedges or transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of such shares or interest in shares, whether any such swap, agreement, transaction or series of transaction is to be settled by delivery of securities, in cash or otherwise, and in each case, includes an agreement to commit to do any of the foregoing, whether or not subject to conditions.
(lllll) "Transferee Threshold" has the meaning set forth in Section 9(b).
(mmmmm) "TSX" means the Toronto Stock Exchange.
(nnnnn) "Underwritten Offering" means a sale of Shares of the Company to an underwriter or underwriters for reoffering to the public.
(ooooo) "unvested Warrant Shares" means any Warrant Shares with respect to which a Vesting Event has not yet occurred.
(ppppp) "U.S. Securities Act" means the U.S. Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

(qqqqq) "Valid Business Reason" has the meaning set forth in Section 1(f)(ii) of Annex D.

(rrrrr) "Variable Voting Shares" means the variable voting shares in the capital of the Company.
(sssss) "vested Warrant Shares" means any Warrant Shares with respect to which a Vesting Event has occurred.
(ttttt) "Vesting Event" has the meaning set forth in Section 4(b).

(uuuuu) "Vesting Expiration Time" means March 31, 2029.

(vvvvv) "Warrant" means this warrant providing for the Warrant Issuance.
(wwwww) "Warrant Issuance" means the issuance of this Warrant by the Company and the acquisition of the Warrant by the Warrantholder.
(xxxxx) "Warrant Shares" means fully paid and non-assessable Variable Voting Shares issuable upon the exercise of this Warrant.

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(yyyyy) "Warrantholder" means DHL Aviation (Netherlands) B.V.

(zzzzz) [Redacted – Commercially Sensitive Information – Definition related to Section 11].

(aaaaaa) [Redacted – Commercially Sensitive Information – Definition related to Section 11].

(bbbbbb) [Redacted – Commercially Sensitive Information – Definition related to Section 11].

2.

Warrant Issuance. On the terms and subject to the conditions set forth in this Warrant, the Company hereby issues to the Warrantholder, and the Warrantholder hereby acquires from the Company, this Warrant to purchase up to an aggregate of 1,645,000 Warrant Shares, subject to adjustment in accordance with the terms contained herein, including, without limitation, as set forth in Section 23.

Number of Warrant Shares; Exercise Price. This certifies that, for value received, the Warrantholder, or a Permitted Transferee, is entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire from the Company, in whole or in part, up to an aggregate of 1,645,000 Warrant Shares, at a purchase price per Variable Voting Share equal to the Exercise Price with respect to each such Warrant Share. Each of the Warrant Shares and Exercise Price are subject to adjustment as provided herein, and all references to such terms herein, including "Warrant Shares" and "Exercise Price", shall be deemed to include any such adjustment or series of adjustments in accordance with the terms of this Warrant, including, without limitation as set forth in Section 23.

4. Exercise of Warrant; Vesting; Term; Expiry.

(a) The Warrantholder will be immediately entitled to exercise this Warrant for up to 346,000 Warrant Shares (the "Initial Vesting Event").
(b) Following the Initial Vesting Event, the Warrant shall continue to vest until the Vesting Expiration Time, and the Warrantholder shall be entitled to exercise the Warrant as follows:
(i) [Redacted – Commercially Sensitive Information – Vesting Event]; and
(ii) [Redacted – Commercially Sensitive Information – Vesting Event].
(c) Following the Initial Vesting Event and subject to Section 4(b), [Redacted – Commercially Sensitive Information – Vesting Event] :
- [Redacted – Commercially Sensitive Information – Vesting Event]
(d) For the purposes of determining whether a Vesting Event has occurred (other than in connection with a Change of Control Transaction), the Company shall prepare and deliver a Notice of Vesting Event in the form attached as Annex A hereto to the Warrantholder on or before the date that is fifteen (15) days following the end of each calendar quarter or the date that is two (2) Business Days prior to the Expiration Time, provided that neither the delivery, nor the failure of the Company to deliver, such Notice of Vesting Event or other notice shall affect or impair the Warrantholder's rights or the Company's obligations hereunder, [Redacted – Commercially Sensitive Information – Vesting Event] .
(e) For greater certainty, only Warrant Shares vested in accordance with terms set forth in this Warrant will be exercisable into Variable Voting Shares under this Warrant and until an applicable Vesting Event occurs, the Warrantholder shall have no right to acquire any Variable Voting Shares in respect of unvested Warrant Shares under this Warrant.

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(f) The Company shall, at its own expense, prepare and maintain complete and accurate records and books of account containing all information required for the computation and verification of the DHL Payments.
(g) The Company shall periodically, and in any event no less frequently than it delivers invoices to any other customers, deliver to the Warrantholder an itemized invoice supporting the calculation of DHL Payments.
(h) For the sole purpose of verifying information required to determine the actual sum of any DHL Payments, the Warrantholder may request the Company to provide a certificate, within ten (10) Business Days' of such request, signed by the Company's Chief Financial Officer, certifying that the he/she has reviewed records and books of account containing information required for the computation and verification of the DHL Payments and such DHL Payments accurately reflect such records and books of account.
(i) If the Warrantholder determines to dispute the amount of the DHL Payments calculated by the Company and certified by its Chief Financial Officer, then the Warrantholder shall provide to the Company a notice of dispute (a "Dispute Notice"), which notice shall be delivered within ten (10) Business Days following delivery of the certification by the Company's Chief Financial Officer.
(j) In the event the Warrantholder delivers a Dispute Notice, the Company and the Warrantholder shall make a good faith effort to resolve the dispute, and the Company will provide, subject to the terms of this Warrant, the Warrantholder and the Warrantholder's Personnel reasonable access to the records solely relating to the subject of the Dispute Notice, and except as set forth herein, the Warrantholder shall be permitted to review such records, and the Company and the Warrantholder will engage in good faith discussions in an attempt to resolve the dispute set out in the Dispute Notice within twenty (20) Business Days following the delivery of the Dispute Notice by the Warrantholder (the "Dispute Resolution Period").
(k) In the event that the Parties cannot resolve a dispute during the Dispute Resolution Period, the Company and the Warrantholder shall jointly engage an Independent Accountant and instruct the Independent Accountant that: (i) it shall act as an expert in accounting, and not as an arbitrator, to resolve the unresolved disputed items in the Dispute Notices(s) in accordance with the terms hereof; (ii) it may not assign a dollar value to any disputed item greater than the highest amount or less than the lowest amount claimed by the Company or the Warrantholder, as applicable; and (iii) it shall deliver to the Company and the Warrantholder its written decision setting forth its determination of the unresolved disputed items in the Dispute Notice(s) as promptly as practicable (but in no event later than thirty (30) days) after the submission of the unresolved disputed items to the accounting firm, which written decision shall be final, binding and conclusive on the Parties. For purposes of the engagement of the Independent Accountant, the Company shall provide to the Independent Accountant any supporting documentation, information, and calculations reasonably requested by the Independent Accountant. Each of the Company and the Warrantholder shall be responsible for half of the costs and expenses in connection of the engagement of the Independent Accountant with respect to such dispute.
(l) Once any disputed components of a Dispute Notice are resolved, the Notice(s) of Vesting Event, if applicable, shall be revised by the Company as necessary to reflect such resolution. Such Notice(s) of Vesting Event shall be deemed to have been (i) amended to reflect the agreed upon or determined amount of DHL Payments, and (ii) delivered to the Warrantholder, in each case, on the date of the applicable Notice of Vesting Event was originally delivered to the Warrantholder (and, for greater certainty, the occurrence of a Vesting Event in respect of any Warrant Shares resulting from any such recalculation of the DHL Payments shall be retroactively effective as of the date of the Notice of Vesting Event).

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(m) Subject to Section 2 and Section 23, as well as any approvals required pursuant to the applicable rules of the TSX, the Warrantholder may exercise its right to purchase Variable Voting Shares upon the exercise of this Warrant, in whole or in part, at any time or from time to time from and after a Vesting Event in respect of the applicable Warrant Shares (and only to the extent that the applicable Warrant Shares have become vested Warrant Shares and exercisable in connection with such Vesting Event), but in no event later than 5:00 p.m., Toronto time, on April 30, 2029 (such time, the "Expiration Time") by (i) the surrender of this Warrant and the Notice of Exercise attached as Annex B hereto, duly completed and executed on behalf of the Warrantholder, to the Company in accordance with Section 28 (or such other office or agency of the Company as it may designate by notice in writing to the Warrantholder), and (ii) payment of the Exercise Price in respect of the applicable vested Warrant Shares. The Warrantholder, in its sole discretion, may elect to make the payment in the foregoing clause (ii) without payment of cash, by reducing the number of Variable Voting Shares obtainable upon the exercise of this Warrant in respect of such vested Warrant Shares and payment of the applicable Exercise Price in cash so as to yield a number of Variable Voting Shares obtainable upon the exercise of this Warrant in respect of such vested Warrant Shares equal to the product of (x) the number of Variable Voting Shares obtainable upon the exercise of this Warrant in respect of such vested Warrant Shares (as if payment of the applicable Exercise Price were being made in cash) and (y) the Cashless Exercise Ratio (such manner of exercise, a "Cashless Exercise"). In addition, the Warranthoder may remit any net proceeds in cash realized on the sale of any Warrant Shares in accordance with the terms of this Warrant to the Company on account of Freight Credits; provided that such product shall be rounded down to the nearest whole Warrant Share.
(n) If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder shall be entitled to exchange this Warrant and receive from the Company, upon request, a new warrant of like tenor and identical in form for the purchase of that number of Warrant Shares equal to the difference between the number of Warrant Shares subject to this Warrant and the number of Warrant Shares as to which this Warrant is so exercised.
Issuance of Variable Voting Shares; Authorization; Listing. Subject to Section 4(m), the Company shall issue a certificate or certificates for, or deliver other evidence reflecting the issuance of, Variable Voting Shares issued upon the exercise of this Warrant on or before the third Business Day following receipt of the Notice of Exercise in accordance with Section 23(a) and shall deliver such certificate or certificates or other evidence to the Warrantholder. Such certificate or certificates shall bear such restrictive legend as may be reasonably necessary in order to ensure compliance with applicable Securities Laws. The Company hereby represents and warrants that any Warrant Shares issued upon the exercise of this Warrant in accordance with the provisions of Section 4 will be validly issued, fully paid and non-assessable and free of any liens or encumbrances (other than liens, encumbrances or transfer restrictions created by the Transaction Documents or arising as a matter of Securities Laws or created by or at the direction of the Warrantholder or any of its Affiliates). The Company shall, at its sole expense, procure, subject to issuance or notice of issuance, the listing of any Variable Voting Shares issuable upon exercise of this Warrant on the Principal Trading Market; provided that such obligation shall terminate when the Variable Voting Shares cease to be listed for trading on a nationally recognized stock exchange in Canada.

6. Representations and Warranties.

(a) Each of the Company and the Warrantholder represents and warrants (and acknowledges and agrees that the other Party is relying upon such representations and warranties) that the representations and warranties in Annex C hereof are all true and correct as of the date hereof (except for any representations and warranties that are made as of a particular date or period which are hereby made only as of such particular date or period), as they apply to the Company or the Warrantholder, as the case may be.

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(b) In addition, the Fundamental Representations will be true and correct in all material respects as at the issuance date of any Warrant Shares hereunder, and the Company shall provide a certificate of an officer of the Company confirming that the Fundamental Representations (other than the representation and warranties set out in Section 1(e) of Annex C) are true and correct in all material respects as at the date of issuance of the Warrant Shares, provided that the Fundamental Representation set out in Section 1(c) of Annex C may be modified in such certificate to accurately reflect the capitalization of the Company as at the date of such certificate.
Covenants.
(a) Efforts.
- (i) Subject to the terms and conditions hereof (including the remainder of this Section 7(a)) and the Transaction Documents, each Party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the Parties shall (i) subject to the provisions of this Section 7(a), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable all exemptions, authorizations, consents or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Warrant and the other Transaction Documents, which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other Party in promptly seeking to obtain all such exemptions, authorizations, consents or approvals and to make all such filings and give such notices.
- (ii) During the term of this Warrant, the Company shall adopt such amendments and take such further actions and do or cause to be done all things necessary, proper or advisable under Applicable Law, to prevent the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby from constituting a "change in control," "change of control" or other similar term under any Company Benefit Plan.
- (iii) Notwithstanding anything herein to the contrary, from and after the earlier of (A) the exercise of the Warrant in full and (B) the expiration, termination or cancellation of the Warrant without the Warrant having been exercised in full, no Party shall have any further obligations under this Section 7(a); provided, that this Section 7(a)(iii) shall in no way relieve any Party with respect to any breach by such Party of this Section 7(a) prior to such time.
(b) Public Announcements.
- (i) The Parties acknowledge that the Company's and the Warrantholder's initial announcement of the transactions contemplated by this Warrant, the Commercial Agreement and any other Transaction Documents to investors (the "Initial Announcement") has been agreed to between the Parties and is attached as Annex E. After the transmission of the Initial Announcement, except as required by Applicable Law, including filing of a material change report and a redacted copy of this Warrant on SEDAR, if required, pursuant to National Instrument 51-102 - Continuous Disclosure Obligations , or by the rules or requirements of any stock exchange on which the securities of a Party are listed, no Party shall make, or cause to be made, or permit any of its Affiliates to make, any press release or public announcement or other similar communications in respect of the Transaction

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Documents or the transactions contemplated thereby without the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the other Party, to the extent such release, announcement or communication relates to the transactions contemplated hereby or by any of the other Transaction Documents. Notwithstanding the foregoing, no Party shall be required to receive the consent of the other Party to any release, announcement or communication to customers, suppliers, investors, employees or otherwise (including any filing required to be made under Securities Laws or other securities laws applicable to the Warrantholder) to the extent such release, announcement or communication includes information (A) with respect to the transactions contemplated hereby or by any of the other Transaction Documents that is consistent with the Initial Announcement; (B) that is consistent with releases, announcements or other communications previously consented to by the other Party in accordance with this Section 7(b)(i), (C) that is required to be disclosed under IFRS; (D) that has previously been made publicly available by either of the Parties hereto in respect of the transactions contemplated hereby or the Transaction Documents without any violation of the terms of this Warrant; or (E) as may be required in connection with any Securities Laws or other foreign securities laws applicable to the Warrantholder, or other disclosure required by the Securities Authorities or a Governmental Entity to be made by the Warrantholder or the Company in connection with the transactions contemplated by this Warrant. Notwithstanding the preceding sentence, to the extent any disclosure (including communications with investors and analysts) relates to the transactions contemplated hereby or by any of the other Transaction Documents and contains any information inconsistent with the Initial Announcement or releases, announcements or other communications previously consented to by the other Party in accordance with this Section 7(b)(i), such disclosure shall be subject to the prior written consent of the other Party (unless it is required to be in such form under Applicable Law), which shall not be unreasonably withheld, conditioned or delayed.

(ii) Without limiting the foregoing, in recognition of the importance to the Company and the Warrantholder of taking appropriate steps to maintain the confidentiality of agreements between the Parties from the Parties' customers, competitors and suppliers, in the event that the Company is legally required to file or otherwise submit any agreement to which the Warrantholder or any of its Affiliates is a party (each a "Disclosable Agreement") or any excerpt from, summary of or information relating to any Disclosable Agreement with or to any Securities Authority or any other regulatory body or stock exchange (each, a "Disclosure Agency") the filing or submission of which involves or could result in public disclosure of such Disclosable Agreement or excerpt therefrom, summary thereof or information relating thereto, the Company will, unless prohibited by law, (A) promptly notify the Warrantholder of such requirement to file or otherwise submit the Disclosable Agreement or any excerpt therefrom, summary thereof or information relating thereto and any applicable deadline for making such filing or submission, (B) provide the Warrantholder with a reasonable opportunity to request a redaction of any competitively sensitive information in the Disclosable Agreement or excerpt therefrom, summary thereof or information relating thereto, as requested by the Warrantholder (in addition to any redactions proposed by the Company) prior to filing or submitting such Disclosable Agreement, excerpt therefrom, summary thereof or information relating thereto, (C) provide the Warrantholder (x) with copies of any comments and all other communications received from any Securities Authority or the applicable Disclosure Agency with respect to the Disclosable Agreement or confidential treatment thereof (including a reasonable summary of any oral communications or other comments received other than in writing) as promptly as reasonably practicable and (y) with the Company's proposed response to such comments at least three (3) Business Days before such response is submitted to any Securities Authority or the applicable Disclosure Agency, and (D) provide the Warrantholder with a reasonable opportunity to propose revisions within such three (3) Business Day-period to the Company's proposed response; which revisions the Company

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shall make absent a reasonable basis for objection (and shall provide the Warrantholder prompt notice of any such objection, the basis therefor and a reasonable opportunity to consider and discuss such objection with the Company), and, as applicable, use its commercially reasonable efforts in responding to any such comments in order to pursue assurance that confidential treatment will be granted. The Company will not file any Disclosable Agreement, any excerpt therefrom, summary or portion thereof or information relating thereto with any Governmental Entity or regulatory body, including any Securities Authority or any Disclosure Agency, except to the extent (F) permitted by this Section 7(b)(ii), or (G) the Company determines in good faith based on the written advice of external counsel that making such disclosure filing or submission without adhering to the requirements set forth above is necessary to comply with Applicable Law (including Securities Laws). The provisions of this Section 7(b)(ii) will survive for so long as this Warrant or other Transaction Documents, the Commercial Agreement or any other future commercial agreement between the Company or any of its Affiliates, on the one hand, and the Warrantholder or any of its Affiliates, on the other hand, remains in effect.

(c) Expenses. Unless otherwise provided in any Transaction Document, each of the Parties shall bear and pay all costs and expenses incurred by it or on its behalf in connection with the transactions contemplated under the Transaction Documents, including fees and expenses of its own financial or other consultants, investment bankers, accountants and counsel.

8. Additional Agreements.

(a) Acquisition for Investment. The Warrantholder acknowledges and agrees that:
(i) an investment in the Warrant Shares is not without risk and the Warrantholder may lose its entire investment;
(ii) the Warrant and the Warrant Shares are being issued by the Company pursuant to an exemption from the prospectus requirements of Securities Laws and, as a result: (A) the Warrantholder may not receive information that would otherwise be required under Securities Laws or be contained in a prospectus prepared in accordance with Securities Laws, (B) the Warrantholder is restricted from using most of the protections, rights and remedies available under Securities Laws, including statutory rights of rescission or damages, and (C) the Company is relieved from certain obligations that would otherwise apply under Securities Laws;
(iii) the Warrants and the Warrant Shares are being offered hereunder in reliance upon the "accredited investor" exemption contained in section 2.3 of National Instrument 45-106 – Prospectus Exemptions and the Warrant and the Warrant Shares will bear the appropriate legend as required by Securities Laws;
(iv) the Warrant and the Warrant Shares will be subject to restrictions on resale under Securities Laws until such time that: (A) the statutory hold period has expired; (B) a further statutory exemption may be relied upon by the Warrantholder, or (C) an appropriate discretionary order is obtained pursuant to Securities Laws;
(v) no prospectus has been filed with any Securities Authority in connection with the Warrant and Warrant Shares and no Securities Authority has made any finding or determination as to the merit for investment in, or made any recommendation or endorsement with respect to, the Warrant and Warrant Shares;
(vi) neither the Warrant Shares nor the Shares have been and such securities are not as of the date hereof, and may never be, registered under the U.S. Securities Act or under applicable

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state or foreign securities laws and such securities may not be offered or sold, directly or indirectly, in the United States or another foreign jurisdiction without registration or compliance with requirements of an exemption from registration and the applicable laws of all applicable states and foreign jurisdictions, and that the Company has no present intention of filing, and is not presently required to file, a registration statement under the U.S. Securities Act or in a foreign jurisdiction in respect of the Warrant Shares or the Shares;

  - (vii) the Warrantholder undertakes and agrees that it will not offer or sell the Warrant Shares in the United States or another foreign jurisdiction unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states in the United States or foreign jurisdiction or an exemption from such registration requirements is available;

  - (viii) the Company is required to file a report of trade with all applicable Securities Authorities containing personal information about the Warrantholder and, if applicable, its Affiliates; and

  - (ix) subject to redaction permitted by applicable Securities Laws, a copy of the Warrant may be filed on SEDAR in accordance with applicable Securities Laws.

(b) Anti-Takeover Provisions. The Company shall not take any action that would prevent the Warrantholder or a Permitted Transferee from exercising any of its rights under this Warrant or any of the other Transaction Documents, or any of the transactions contemplated hereby or thereby (a "Burdensome Action"), including by causing this Warrant or any of the other Transaction Documents, or any of the transactions contemplated hereby or thereby, to be subject to any requirements imposed by any anti-takeover provisions or laws or subject in any manner to any "poison pill" or similar shareholder rights plan, in each case, the result of which would be to cause a Burdensome Action to occur, and shall take all necessary steps within its control to exempt (or ensure the continued exemption of) the transactions contemplated by the Transaction Documents from any applicable anti-takeover provisions or laws, as now or hereafter in effect.
(c) Right of First Notice. If at any time the Company receives an Acquisition Proposal, the Company shall promptly, and in any event no later than twenty (20) days prior to entering into any definitive agreement regarding such Change of Control Transaction, provide written notice to the Warrantholder, which notice shall contain a summary of the terms of such proposed Change of Control Transaction as well as all material information or draft documentation which may impact the Warrantholder (including any Permitted Transferee) in its capacity as a holder of the Warrant.
(d) Registration Rights. The Company hereby grants to the Warrantholder the rights contained in Annex D to this Warrant.
Transfer Restrictions.
(a) The Warrantholder shall not Transfer the Warrant at any time except pursuant to the following Transfers or with prior written notice to the Company, and for so long as such Transfer is completed in accordance with Applicable Law and the provisions of the Company's articles of incorporation and bylaws in effect from time to time (the following Transfers, collectively the "Permitted Transfers"):
- (i) a Transfer of the Warrant to an Affiliate of the Warrantholder (a "Permitted Transferee"), provided that (A) upon the acceptance of such Transfer to an Affiliate, except in the case of a Transfer to an Affiliate by way of an amalgamation, merger, reorganization or arrangement or Transfer by operation of law, such Affiliate executes a joinder to this Warrant in substantially the form attached as Annex F, in which such Affiliate agrees to be

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subject to all covenants and agreements of Warrantholder under this Warrant, and (B) a Permitted Transferee shall become immediately subject to all covenants and agreements of the Warrantholder under this Warrant and make all the representations and warranties and/or acknowledgements set forth in Section 2 of Annex C (although the representation and warranty in Section 2(a) of Annex C shall be made with respect to the applicable jurisdiction of incorporation and to the extent the concept is applicable in that jurisdiction) and Section 8(a) at the time of such Transfer;

(ii) a Transfer of the Warrant in connection with a Change of Control Transaction approved by the Board;
(iii) a Transfer of the Warrant if required by, or reasonably necessary in order for, the Warrantholder or any of its Affiliates to obtain approval of a Governmental Entity for any acquisition of any assets, entity or business (whether direct or indirect, including by way of merger, share exchange, share purchase, consolidation or any similar transaction), provided that such acquisition is not being undertaken by the Warrantholder or any of its Affiliates for the purpose of evading or avoiding the Transfer restrictions imposed by this Section 9);
(iv) a Transfer of the Warrant to the extent required under Applicable Law; and
(v) a Transfer of the Warrant with the prior written consent of the Company, in its sole discretion.
(b) Subject to Section 9(d), for so long as the Warrantholder or its Permitted Transferees Beneficially Own Warrant Shares, the Warrantholder shall not, without the prior written consent of the Company, Transfer or agree to Transfer (directly or indirectly, or pursuant to any series of related transactions structured to circumvent the provisions of this Section 9), except for Permitted Transfers, all or any portion of the Warrant Shares to any Person or group of Persons "acting jointly or in concert" (where such phrase has the meaning ascribed thereto in applicable Securities Laws) (the "Proposed Transferee") whom, to the actual knowledge of the Warrantholder, after making good faith inquiry, Beneficially Owns and/or exercises control or direction over, or who would, after giving effect to such Transfer, Beneficially Own and/or exercise control or direction over, together with its Affiliates or joint actors, more than 10% of the issued and outstanding Shares (the "Transferee Threshold"), provided that the Warrantholder shall have satisfied such actual knowledge and good faith inquiry standards ("Actual Knowledge") if it: (i) consults SEDI to confirm that the Proposed Transferee is not listed as a 10% securityholder of the Company; and (ii) obtains a representation from the Proposed Transferee that the Proposed Transferee does not exceed the Transferee Threshold after giving effect such Transfer.
(c) Subject to Section 9(d), neither the Warrantholder nor its Permitted Transferees shall be restricted from selling to any Person any Equity Interest in the Company, including for greater certainty any or all of their Warrant Shares, on the TSX, any other recognized stock exchange or any over-thecounter market through a broker, however, excluding sales to a transferee that, to the actual knowledge of the Warrantholder or its broker, without due inquiry, exceeds the Transferee Threshold after giving effect to such Transfer ("Open-Market Transfer"), provided for the purposes of any Open-Market Transfer, the ROFO Period set out in Section 9(d) shall be reduced to three (3) Business Days.
(d) Prior to any Transfer (other than a Permitted Transfer) of all or any part of the Warrant Shares, the Warrantholder covenants and agrees to provide at least five (5) Business Days prior notice to the Company of its intention to Transfer such Warrant Shares (the "ROFO Period"), and during such ROFO Period, the Company may elect to purchase the Warrant Shares proposed to be Transferred or to facilitate (including through investment banks) one or more third party sales of such Warrant

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Shares proposed to be Transferred at a price acceptable to the Warrantholder, and the Warrantholder shall reasonably cooperate with the Company in respect of any sale to the Company or one or more third parties; provided, that following expiration of the ROFO Period, the Warrantholder shall not Transfer the Warrant Shares set out in its notice at a price equal to or lower than proposed by the Company or one or more third parties and if following the thirty (30) Business Days following the expiration of the ROFO Period, the Warrantholder has not Transferred the Warrant Shares set out in its notice at a price greater than proposed by the Company or one or more third parties, the Warrantholder shall, before the Transfer of any such Warrant Shares, be required to offer such Warrant Shares again to the Company pursuant to this Section 9(d).

(e) Any Transfer or attempted Transfer of the Warrant in violation of this Section 9 shall, to the fullest extent permitted by law, be null and void ab initio , and the Company shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported transaction on the share register or other books and records of the Company.
(f) For greater certainty, the rights of the Warrantholder under this Warrant are not Transferrable, except pursuant to a Permitted Transfer in compliance with this Section 9.

10. Standstill Provisions.

(a) The Warrantholder agrees that during the Standstill Period, the Warrantholder shall not, directly or indirectly, whether individually or by "acting jointly or in concert" (where such phrase has the meaning ascribed thereto in applicable Securities Laws) with any other Person, and shall cause its Affiliates not to, without the prior written approval of the Company:
(i) acquire, agree to acquire, propose or offer to acquire directly or indirectly, any Equity Interest of the Company (or any of its Affiliates) or any rights or options to acquire any Equity Interest of the Company (or any of its Affiliates), or a material portion of the consolidated assets of the Company and its subsidiaries, taken as a whole, other than:
- I. the Warrant Shares acquired in accordance with this Warrant;
- II. as a result of any stock split, stock dividend or distribution, other subdivision, reorganization, reclassification or similar capital transaction involving any Equity Interests of the Company; or
- III. pursuant to and in accordance with the terms of this Warrant, including in connection with a Permitted Transfer;
(ii) engage in the "solicitation" of any "proxies" (as such terms are defined in National Instrument 51-102 - Continuous Disclosure Obligations ) (whether or not relating to the election or removal of directors), or become a participant in or knowingly assist any third party in any such solicitation of any proxy, to vote any Equity Interest of the Company, or publicly disclose how the Warrantholder intends to vote its Equity Interests on any contested election of directors or any contested proposal relating to a Change of Control Transaction unless such disclosure is determined by the Warrantholder in good faith and upon the advice of legal counsel to be reasonably required by Applicable Law;
(iii) requisition or seek to requisition a meeting of the Shareholders of the Company or initiate any Shareholder proposal for action by Shareholders, other than as may be necessary to give effect to the rights of the Warrantholder or its Affiliates pursuant to the terms of this Warrant;

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(iv) nominate or seek to nominate, directly or indirectly, any person to the Board, except in accordance with the terms of this Warrant;
(v) deposit any Equity Interests of the Company in a voting trust or similar agreement or subject any Equity Interests of the Company to any voting agreement (other than in accordance with the terms of this Warrant), pooling arrangement or similar arrangement, or grant any proxy, consent or other authority to vote with respect to any Equity Interests of the Company (in each case other than to a representative, employee or agent of the Warrantholder or any of its Affiliates, the Company or a Person specified by the Company in a proxy card or voting instruction form (paper or electronic) provided to Shareholders by or on behalf of the Company);
(vi) enter, agree to enter, propose or offer to enter into any merger, Business Combination, public offer, tender offer or exchange offer, recapitalization, restructuring, arrangement, amalgamation, liquidation, Change of Control Transaction or other similar extraordinary transaction involving the Company, or purchase of a material portion of the consolidated assets of the Company and its subsidiaries, other than acquisitions of Equity Interests as follows:
I. as a result of any stock split, stock dividend or distribution, other subdivision, reorganization, reclassification or similar capital transaction involving any Equity Interests of the Company;
II. Warrant Shares pursuant to and in accordance with the terms of this Warrant, including in connection with a Permitted Transfer; or
III. Equity Interests of the Company representing less than five percent (5%) of the issued and outstanding Shares of the Company that are held by a Person acquired by the Warrantholder or any of its Affiliates;
(vii) otherwise act, alone or in concert with others, to seek to control or influence the management or the policies of the Company (for the avoidance of doubt, excluding (A) any such act to the extent in its capacity as a commercial counterparty, customer, supplier, industry participant or the like and (B) [ Redacted – Commercially Sensitive Information – Related to Section 11] );
(viii) take any action (for the avoidance of doubt, excluding (A) any such act to the extent in its capacity as a commercial counterparty, customer, supplier, industry participant or the like and (B) [ Redacted – Commercially Sensitive Information – Related to Section 11] ) that would reasonably be expected to require the Company to make a public announcement regarding any of the events described above;
(ix) advise or knowingly assist or knowingly encourage any other Persons to enter into any discussions, negotiations, agreements or arrangements in connection with any of the foregoing (for the avoidance of doubt, excluding (A) any such act to the extent in its capacity as a commercial counterparty, customer, supplier, industry participant or the like and (B) [ Redacted – Commercially Sensitive Information – Related to Section 11] ); or
(x) publicly disclose any intention, plan or proposal with respect to any of the foregoing.

in addition, if, prior to the Expiration Time but subsequent to the Standstill Period terminating in accordance with Section 1(ccccc)(ii), the Warrantholder obtains Beneficial Ownership (directly or through any of its Affiliates) of five percent (5%) or more on a Fully Diluted Basis, the Standstill Period and the related provisions of this Section 11 shall again apply mutatis mutandis .

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(b) For the avoidance of doubt, this Section 10 shall not prohibit the Warrantholder from exercising any rights or taking any action under the Commercial Agreement, any other commercial agreement with the Company or any of its Affiliates, or otherwise, in its capacity as a customer or commercial partner of the Company or any of its Affiliates or an industry participant.
(c) Notwithstanding anything to the contrary contained herein or in any of the other Transaction Documents, including Section 10 hereof, the Warrantholder and its Affiliates shall not be prohibited or restricted from taking any of the actions set forth in Section 10(a), including, but not limited to, (i) making and submitting to the Company and/or the Board, any proposal, inquiry or indication of interest with respect to any transaction involving the Company or the Equity Interests of the Company, in each case so long as the Warrantholder does not, and such action does not require (under Applicable Law) the Company to, make public disclosure thereof; (ii) entering into any agreement with the Company providing for the consummation of any such proposal, inquiry or indication of interest; or (iii) making and submitting to the Company and/or the Board any confidential request for the Company and/or the Board to waive, amend or provide a release of any provision of this Section 10 (whether or not in connection with any such proposal, inquiry or indication of interest), so long as the Warrantholder does not, and such action does not require (under Applicable Law) the Company to, make public disclosure thereof.
(d) Notwithstanding anything to the contrary herein, the provisions of this Section 10 shall become void and of no further force and effect upon the public announcement by the Company that it has entered into a definitive agreement with a Person other than the Warrantholder or any of its Affiliates or any wholly-owned subsidiary of the Company for a Change of Control Transaction.
(e) If the Company or any of its Affiliates is or becomes party to any agreement, arrangement or undertaking (or any amendment or waiver thereof) whereby the Company has (i) agreed to issue Shares or Convertible Securities to a third party that is a customer, supplier or other commercial counterparty of the Company, whereby after giving effect to such issuance of Shares or Convertible Securities (including any Shares underlying such Convertible Securities), such third party would Beneficially Own and/or exercise control or direction over, together with its Affiliates or joint actors, less than 10% of the issued and outstanding Shares, with the number of issued and outstanding Shares calculated on a post-issuance basis, and (ii) contains any provision that is more favorable to the other party to such agreement than this Section 10 (a "More Favorable Agreement"), including (without limitation) with respect to the nature and scope of the restrictions on such party, the duration of such restrictions and any exceptions to such nature, scope or duration, the Company shall promptly provide the Warrantholder notice thereof and a copy of such provision (which need not identify such other party), and upon such notice this Agreement shall be deemed to be amended to conform this Section 10, as applicable, with such more favorable provision. The Company represents and warrants that, as of the Issue Date, it has not entered into any More Favorable Agreement.
(f) [Redacted – Commercially Sensitive Information – Information Rights].
(g) During the Standstill Period, the Warrantholder and its Affiliates shall cause all of the Warrant Shares Beneficially Owned, or over which control or direction is exercised, by the Warrantholder and its Affiliates to be present and/or represented for quorum purposes at each and every meeting of Shareholders and either vote "for" or abstain from voting on (but not withholding) on each Annual Shareholder Matter recommended for Shareholder approval by the Board.
(h) Except as may be required by the Applicable Law, none of the parties hereto shall issue a press release or public announcement or otherwise make any public disclosure concerning this Section 10 without the prior approval by the other Party hereto; provided, however, that nothing in this Agreement shall restrict any of the Parties from disclosing information (i) that is already publicly available, (ii) that may be required or appropriate in response to any summons or subpoena or in

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connection with any litigation or arbitration, provided that the Company will use reasonable efforts to notify the Warrantholder in advance of such disclosure so as to permit the Warrantholder to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Warrantholder, with the Warrantholder in pursuing any such protective order, (iii) to the extent that the Company has been advised by its legal counsel in writing that it appropriate or in order to comply with any requirement of the Applicable Law, (iv) to the Company's or the Warrantholder's respective officers, directors, shareholders, investors, advisors, employees, members, partners, controlling persons, auditors or counsel, (v) to any Person that is reasonably necessary in connection with the transactions contemplated herein, (vi) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to any requirement of the Applicable Law. If any disclosure or announcement is required by any requirement of the Applicable Law to be made by any Party hereto, prior to making such announcement such Party will deliver a draft of such announcement to the other Party and shall give the other Party reasonable opportunity to comment thereon.

11. [Redacted – Commercially Sensitive Information – Information Rights].

12. Tax Reporting Requirements.

(a) The Company will provide the Warrantholder with any necessary information reasonably requested by the Warrantholder and within the Company's possession or that can be provided with the use of commercially reasonable efforts, to allow the Warrantholder to comply with Applicable Law related to taxes or to avail itself of any provision of Applicable Law related to taxes.
(b) In connection with its obligations in Sections 12(a), the Company shall, acting reasonably, have discretion as to whether or not to impose restrictions on the Warrantholder and its Affiliates, with respect to the types or categories of Personnel or Persons to whom any competitively sensitive information may be disclosed (including, for example, requiring that any such information be disclosed only to individuals responsible for the Warrantholder's tax, accounting or other reporting or compliance functions, and not to Personnel or Persons with operational responsibility with respect to the subject matter of the Commercial Agreement), in each case, in light of the nature of the request and the facts and circumstances at the time and subject to the terms of this Warrant.
[Redacted – Commercially Sensitive Information – Information Rights].
[Redacted – Commercially Sensitive Information – Information Rights].
No Fractional Shares. No fractional Variable Voting Shares or other Equity Interests shall be issued upon any exercise of this Warrant. In lieu of any fractional Variable Voting Share to which a Warrantholder would otherwise be entitled to upon exercise of this Warrant, the fractional Variable Voting Shares or other Equity Interests shall be rounded down to the next whole Variable Voting Share or other Equity Interest and the Warrantholder shall be entitled to receive such rounded down number of Variable Voting Shares or other Equity Interests.
No Rights as Shareholders. Except as otherwise provided by the terms of this Warrant, this Warrant does not entitle the Warrantholder to (a) consent to any action of the Shareholders, (b) receive notice of or vote at any meeting of the Shareholders, (c) receive notice of any other proceedings of the Company, or (d) exercise any other rights whatsoever, in any such case, as a Shareholder prior to the date of exercise hereof.
Charges, Taxes and Expenses of Issuance. Issuance of this Warrant and issuance of certificates or other evidence for Equity Interests to the Warrantholder upon the exercise of this Warrant shall be made without charge to the Warrantholder for any issue or transfer tax (other than taxes in respect of any transfer occurring contemporaneously therewith) or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company.

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Transfer/Assignment. Subject to Section 9, this Warrant and the Warrant Shares may only be transferred on the register of the Company by the Warrantholder thereof or its legal representatives or attorney duly appointed by an instrument in writing in form and execution satisfactory to the Company in accordance with applicable Securities Laws. The Warrants and the Warrant Shares are and may continue to be subject to resale restrictions and hold periods, as required under Applicable Law. Such transfer will be effected upon surrender to the Company of this Warrant for cancellation and the duly completed and executed transfer form substantially in the form attached hereto as Annex G and upon compliance, to the reasonable satisfaction of the Company, with:
(a) the conditions herein; and
(b) all applicable securities legislation and requirements of regulatory authorities and all stock exchanges upon which the Variable Voting Shares are listed from time to time.

If the transferring holder does not transfer the entirety of its rights to purchase all Warrant Shares hereunder, such holder shall be entitled to exchange this Warrant and receive from the Company a new Warrant in substantially identical form for the purchase of that number of Warrant Shares as to which the right to purchase was not transferred. All expenses and other charges payable in connection with the preparation, execution and delivery of the new Warrant pursuant to this Section 18 shall be paid by the Warrantholder.

Registry of Warrant. This Warrant is exchangeable, subject to applicable Securities Laws, upon the surrender hereof by the Warrantholder to the Company for a new warrant or warrants of like tenor and representing the right to purchase the same aggregate number of Warrant Shares. The Company shall maintain, or cause to be maintained, a registry showing the name and address of the Warrantholder as the registered holder of this Warrant. This Warrant may be surrendered for exchange or exercise, in accordance with its terms, at the office of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.
Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of reasonable evidence of the loss, theft, destruction or mutilation of this Warrant, and in the case of any such loss, theft or destruction, upon receipt of a bond, indemnity or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Warrant, the Company shall make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of Warrant Shares as provided for in such lost, stolen, destroyed or mutilated Warrant.
Saturdays, Sundays, Holidays; Computation of Time. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding day that is a Business Day.
Adjustments and Other Rights. The Exercise Price and Warrant Shares shall be subject to adjustment from time to time as follows; provided that if more than one subsection of this Section 22 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 22 so as to result in duplication. For all purposes of this Section 22, the term "Convertible Securities" shall, for greater certainty, include the 2024 Debentures, 2025 Debentures and 2026 Debentures only to the extent that Shares are issued by the Company in accordance with their respective terms.
(a) Share Splits, Subdivisions, Reclassifications or Combinations. If the Company shall at any time or from time to time (i) split, subdivide or reclassify the outstanding Shares of any class into a greater number of shares or (ii) combine or reclassify the outstanding Shares of any class into a smaller number of shares, the number of Warrant Shares at the time of the effective date for such split, subdivision, combination or reclassification shall be proportionately adjusted so that the Warrantholder immediately after such effective date shall be entitled to purchase the number of

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Variable Voting Shares which such holder would have owned or been entitled to receive in respect of the Variable Voting Shares subject to this Warrant after such date had this Warrant been exercised in full immediately prior to such effective date (disregarding whether or not this Warrant had been exercisable by its terms at such time) rounded down to the nearest whole Variable Voting Share. In the event of such adjustment, the Exercise Price in effect at the time of the effective date for such split, subdivision, combination or reclassification shall be immediately adjusted to the number obtained by dividing (x) the product of (A) the number of Variable Voting Shares issuable upon the exercise of this Warrant in full before the adjustment determined pursuant to the immediately preceding sentence (disregarding whether or not this Warrant was exercisable by its terms at such time) rounded down to the nearest whole Variable Voting Share and (B) the Exercise Price in effect immediately prior to the effective date for the split, subdivision, combination or reclassification giving rise to such adjustment by (y) the new number of Variable Voting Shares issuable upon exercise of the Warrant in full determined pursuant to the immediately preceding sentence (disregarding whether or not this Warrant is exercisable by its terms at such time).

(b) Dividend Distributions. If the Company shall at any time fix a record date for a Dividend Distribution, the Exchange Ratio will be adjusted effective immediately after the record date for the Dividend Distribution by multiplying the Exchange Ratio in effect on such record date by a fraction:
(i) the numerator of which shall be the product of the number of Shares outstanding on such record date and the Market Price of the Shares on such record date; and
(ii) the denominator of which shall be the product of (x) the number of Shares outstanding on such record date and (y) (A) the Market Price of the Shares on such record date, (B) less the fair market value on such record date, as determined by action by the Board, acting reasonably and in good faith, subject to the prior written consent of the Principal Trading Market (to the extend required by the rules and regulations thereof), of the Dividend Distribution (in any form made to the holders of the Shares),

provided that no such adjustment will be made if the result of such adjustment would be to decrease the Exchange Ratio in effect immediately before such record date. The resulting product, adjusted to the nearest 1/100th, will thereafter be the Exchange Ratio until further adjusted as provided in this Section 22.

(c) Certain Issuances of Shares in respect of Convertible Securities. If at any time the Company issues Shares in respect of the principal amount outstanding or interest payable on Convertible Securities in accordance with the terms of such Convertible Securities, then in such event: the number of Warrant Shares shall be increased by the number equal to the product of 9.5% multiplied by the number of Shares issued in respect of the principal or interest payable on Convertible Securities; provided that prior written consent of the Principal Trading Market (to the extent required by the rules and regulations thereof) and, if required, approval from the Shareholders shall be obtained by the Company prior to any adjustment that would result in the Warrantholder Beneficially Owning more than 4,331,064 Warrant Shares pursuant to the exercise of this Warrant, subject to adjustment under this Section 22.

(d) Acquisition Proposals and Change of Control Transactions.
(i) In the event that the Company receives any offer, inquiry, or proposal that constitutes an Acquisition Proposal, the Company shall notify the Warrantholder in writing as promptly as reasonably practicable after the date thereof and in any event within three (3) Business Days, together with the terms of such Acquisition Proposal.
(ii) In the case of any Change of Control Transaction, notwithstanding anything to the contrary contained herein: (A) the Company shall notify the Warrantholder in writing as soon as

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possible and in any event no later than 20 days prior to such Change of Control Transaction, together with the terms of such proposed Change of Control Transaction; (B) all then remaining Warrant Shares shall vest fully and become non-forfeitable and, subject to Section 22(d)(ii)(C), become immediately exercisable upon consummation of such Change of Control Transaction; and (C) solely in the event of a Change of Control Transaction, the Warrantholder's right to receive Variable Voting Shares upon exercise of this Warrant shall be converted, effective upon the effective date of such Change of Control Transaction, into the right to exercise this Warrant to acquire the number of shares and/or other securities and/or property (including cash) that the Variable Voting Shares issuable (at the effective time of such Change of Control Transaction) upon exercise of this Warrant immediately prior to such Change of Control Transaction would have been entitled to receive upon consummation of such Change of Control Transaction. In determining the kind and amount of shares, securities and/or the property receivable upon exercise of this Warrant upon and following adjustment pursuant to this paragraph, upon a Change of Control Transaction, if the holders of Shares have the right to elect the kind or amount of consideration receivable upon consummation of such Change of Control Transaction, then the Warrantholder shall have the right to make the same election upon exercise of this Warrant with respect to the number of shares and/or other securities and/or property which the Warrantholder shall receive upon exercise of this Warrant (and failing such election, the Warrant shall be exercisable for the consideration such holders of Shares would be deemed to elect to receive upon the failure to make a valid election) under such Change of Control Transaction. If, as a result of an adjustment pursuant to this paragraph, upon a Change of Control Transaction, the Warrantholder is entitled to receive shares or securities of another Person upon exercise of the Warrant, the Company, or the Person or Persons formed by the applicable Business Combination, or that acquire(s) the applicable Shares, as the case may be, shall make lawful provisions to establish such rights and to provide for such adjustments that, for events from and after such Business Combination, shall be as nearly equivalent as possible to the rights and adjustments provided for herein, and the Company shall not be a party to or permit any such Business Combination to occur unless such provisions are made as a part of the terms thereof.

(e) Mandatory Exercise upon Cash Change of Control. Notwithstanding anything to the contrary contained herein, in the event of the consummation, prior to the expiration, termination or cancellation of the Warrant without the Warrant having been exercised in full, of a Change of Control Transaction that is a Business Combination where all outstanding Shares are exchanged solely for cash consideration, the Company shall have the right to cause the Warrantholder to exercise the Warrant in full in respect of all Warrant Shares (including those that vest in connection with such Business Combination); provided that the Company must give written notice to the Warrantholder at least twenty (20) Business Days prior to the date of consummation of such qualifying Business Combination, which notice shall specify the expected effective date of such qualifying Business Combination and set forth the facts with respect thereto as shall be reasonably necessary to indicate the amount of cash deliverable upon exercise of this Warrant and to each outstanding Shares; provided, further that the Company may only cause this Warrant to be exercised pursuant to this Section 22(e): (i) with respect to such vested Warrant Shares that are "in-themoney"; and (ii) where, concurrently with the consummation of such qualifying Business Combination, the Warrantholder shall be entitled to receive the cash consideration as determined pursuant to Section 22(e), net of the Exercise Price for such vested Warrant Shares that are "in the money".
(f) Rounding of Calculations; Minimum Adjustments. Unless otherwise specified, all calculations under this Section 22 shall be made to the nearest one-tenth (1/10th) of a cent or to the nearest onehundredth (1/100th) of a share, as the case may be. Any provision of this Section 22 to the contrary notwithstanding, no adjustment in the Exercise Price or the number of Warrant Shares shall be made if the amount of such adjustment would be less than $0.01 or one-tenth (1/10th) of a Variable Voting

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Share, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate $0.01 or 1/10th of a Variable Voting Share, or more.

(g) Timing of Issuance of Additional Securities Upon Certain Adjustments. In any case in which (i) the provisions of this Section 22 shall require that an adjustment (the "Subject Adjustment") shall become effective immediately after a record date (the "Subject Record Date") for an event and (ii) the Warrantholder exercises this Warrant after the Subject Record Date and before the consummation of such event, the Company may, until the consummation of such event, defer issuing to such Warrantholder the incrementally additional Variable Voting Shares or other property issuable upon such exercise by reason of the Subject Adjustment; provided, however, that the Company upon request shall promptly deliver to such Warrantholder a due bill or other appropriate instrument evidencing such Warrantholder's right to receive such additional Shares (or other property, as applicable), upon the consummation of such event.
(h) Statement Regarding Adjustments. Whenever the Exercise Price or the Warrant Shares shall be adjusted as provided in Section 22, the Company shall promptly prepare a statement showing in reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in effect and the Warrant Shares after such adjustment, and cause a copy of such statement to be delivered to the Warrantholder as promptly as practicable after the event giving rise to the adjustment.
(i) Notice of Adjustment Event. In the event that the Company shall propose to take any action of the type described in this Section 22 (but only if the action of the type described in this Section 22 would result in an adjustment in the Exercise Price or the Warrant Shares or a change in the type of securities or property to be delivered upon exercise of this Warrant), the Company shall provide written notice to the Warrantholder, which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of this Warrant. In the case of any action which would require the fixing of a record date, such notice shall be given at least seven (7) days prior to the date so fixed. In case of all other action, such notice shall be given at least ten (10) days prior to the taking of such proposed action unless the Company reasonably determines in good faith that, given the nature of such action, the provision of such notice at least ten (10) days in advance is not reasonably practicable from a timing perspective, in which case such notice shall be given as far in advance prior to the taking of such proposed action as is reasonably practicable from a timing perspective.
(j) Adjustment Rules. Any adjustments pursuant to this Section 22 shall be made successively whenever an event referred to herein shall occur. If an adjustment in Exercise Price made hereunder would reduce the Exercise Price to an amount below par value of the Shares (if any), then, if applicable, such adjustment in Exercise Price made hereunder shall reduce the Exercise Price to the par value of the Shares (if any).
(k) No Impairment. The Company shall not, by amendment of its articles of incorporation, bylaws or any other organizational document, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but shall at all times in good faith assist in the carrying out of all the provisions of this Warrant.
(l) Proceedings Prior to Any Action Requiring Adjustment. As a condition precedent to the taking of any action which would require an adjustment pursuant to this Section 22, the Company shall take any and all action which may be necessary, including obtaining regulatory or other governmental,

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TSX or other applicable securities exchange, corporate or Shareholder approvals or exemptions, in order that the Company may thereafter validly and legally issue as fully paid and non-assessable all Variable Voting Shares, or all other securities or other property, that the Warrantholder is entitled to receive upon exercise of this Warrant pursuant to this Section 22.

23. Exercise Notice.

(a) The Warrantholder shall be required to provide prior written notice to the Company, in the form of a Notice of Exercise, in order to exercise any of the vested Warrants.
(b) Notwithstanding the foregoing, none of the provisions of this Section 23 shall restrict in any way the number of Variable Voting Shares which the Warrantholder may receive or Beneficially Own in order to determine the amount of securities or other consideration that the Warrantholder may receive in the event of a Change of Control Transaction as contemplated in Section 22 of this Warrant.
Governing Law and Jurisdiction. This Warrant shall be governed by, and construed and enforced in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Province of Ontario. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS WARRANT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 24.
Arbitration. Any controversy, dispute, claim, question or difference between the Parties arising out of or relating to or in connection with, this Warrant shall be finally resolved by arbitration in accordance with the National Arbitration Rules of the ADR Institute of Canada Inc. then currently in effect, by one to three arbitrators, as mutually agreed by the Parties. The arbitration will be governed by the laws of Ontario and the laws of Canada applicable therein, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction. The place of arbitration will be Toronto, Ontario and the arbitration will be conducted in the English language.
Binding Effect. This Warrant shall be binding upon any successors or assigns of the Company.
Amendments. This Warrant may be amended and the observance of any term of this Warrant may be waived only with the written consent of the Company and the Warrantholder.
Notices. Any notice, request, instruction or other document to be given hereunder by any Party to the other shall be in writing and shall be deemed to have been duly given (a) if sent by registered or certified mail return receipt requested, upon receipt, (b) if sent by nationally recognized overnight air courier, one Business Day after mailing, (c) if sent by email, with a copy mailed on the same day in the manner provided in clauses (a) or (b) of this Section 28 when transmitted and receipt is confirmed, or (d) if otherwise personally delivered, when delivered. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the Party to receive such notice.

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If to the Company, to:

Name: Cargojet Inc. Address: 2281 North Sheridan Way, Mississauga, Ontario Canada L5K 2S3 Attention: Pauline Dhillon Email: [Redacted – Client Information]

with a copy to (which copy alone shall not constitute notice):

With a copy to: Name: Stikeman Elliott LLP Address: 5300 Commerce Court West, 199 Bay Street Toronto, ON, Canada M5L 1B9 Attention: Jonah Mann Email: [email protected]

If to the Warrantholder, to:

Name: DHL Aviation (Netherlands) B.V. Address: Anchoragelaan 32, 1118 LD Schipol, The Netherlands Attention: Peter Trawny and Timo van Druten Email: [Redacted – Client Information]

with a copy to (which copy alone shall not constitute notice):

Name: Norton Rose Fulbright Canada LLP Address: 222 Bay Street, Suite 3000, P.O. Box 53 Toronto ON M5K 1E7 Canada Attention: Troy Ungerman and Kristopher Miks Email: [email protected] [email protected]

Entire Agreement. The Transaction Documents and the Commercial Agreement constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between the Parties, with respect to the subject matter hereof.
Currency. Except as otherwise indicated, all references to "$" or "dollars" mean the lawful currency of the Canada.
Specific Performance. The Parties agree that failure of any Party to perform its agreements and covenants hereunder, including a Party's failure to take all actions as are necessary on such Party's part in accordance with the terms and conditions of this Warrant to consummate the transactions contemplated hereby, may cause irreparable injury to the other Party, for which monetary damages, even if available, may not be an adequate remedy. It is agreed that the Parties shall be entitled to seek to equitable relief including injunctive relief and specific performance of the terms hereof, without the requirement of posting a bond or other security, and each Party hereby consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of a Party's obligations and to the granting by any court of the remedy of specific performance of such Party's obligations hereunder, this being in addition to any other remedies to which the parties are entitled at law or equity.
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Warrantholder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Warrantholder, shall give rise to any liability of the Warrantholder for the purchase price of any Variable

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Voting Shares or as a Shareholder, whether such liability is asserted by the Company or by creditors of the Company.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a duly authorized officer.

Dated: March 28, 2022

CARGOJET INC.

By: (signed) “Dr. Ajay Virmani” Name: Dr. Ajay Virmani Title: Chief Executive Officer

Acknowledged and Agreed

DHL AVIATION (NETHERLANDS) B.V.

By: (signed) “Peter Trawny” Name: Peter Trawny Title: Director

Annex A

[FORM OF NOTICE OF VESTING EVENT]

NOTICE OF VESTING EVENT

Date: 

TO: DHL Aviation (Netherlands) B.V. (the "Warrantholder") RE: Notice of Vesting Event

Reference is made to that certain Warrant to purchase Variable Voting Shares, dated as of March 28, 2022 (the "Warrant"), issued to the Warrantholder representing a warrant to purchase Variable Voting Shares of Cargojet Inc. (the "Company"). Capitalized terms used herein without definition are used as defined in the Warrant.

The undersigned hereby delivers notice to you that a Vesting Event has occurred under the terms of the Warrant.

A.
B.
C.
D.
E.
F.
G.

[Redacted – Commercially Sensitive Information – Vesting Event].
[Redacted – Commercially Sensitive Information – Vesting Event].
[Redacted – Commercially Sensitive Information – Vesting Event].
Vested Warrant Shares.
[Redacted – Commercially Sensitive Information – Vesting Event].
Exercised Warrant Shares.____ Warrant Shares have been exercised
as of the date hereof,[Redacted – Commercially Sensitive Information – Vesting Event].
Purchase Price of Exercised Warrant Shares.The aggregate purchase price of the Warrant Shares
that have been exercised as of the date hereof is ____.
Unexercised Warrant Shares. After giving effect to the Vesting Event referenced in Paragraphs B
and C above, as applicable, the aggregate number of vested Warrant Shares and remain unexercised
under the Warrant is ____ Warrant Shares,[Redacted – Commercially
Sensitive Information – Vesting Event].

A-1

CARGOJET INC.

By: Name: Title:

A-2

Annex B

[FORM OF NOTICE OF EXERCISE]

WARRANT

NOTICE OF EXERCISE

(to be signed only upon exercise of such Warrant)

Date: 

TO: Cargojet Inc. (the "Company")

RE: Election to Purchase Variable Voting Shares

The undersigned hereby exercises the right to purchase and hereby subscribed for ___ Warrant Shares referred to in the Warrant Certificate dated March 28, 2022 attached hereto according to the conditions thereof. The undersigned, in accordance with Section 5 of the Warrant, hereby agrees to pay the aggregate Exercise Price for such Warrant Shares. A new warrant evidencing the remaining Warrant Shares covered by such Warrant, but not yet subscribed for and purchased, if any, should be issued in the name of the Warrantholder.

In connection with the exercise of the Warrant certificate, the undersigned certifies that it is an "accredited investor" as such term is defined in National Instrument 45-106 – Prospectus Exemptions .

The undersigned is knowledgeable, sophisticated and experienced in business and financial matters, and it fully understands the limitations on ownership, sale, transfer or other disposition of its investment in the Company. The undersigned is able to bear the economic risk of its investment in the Company and is currently able to afford the complete loss of such investment. The undersigned is aware that there are substantial risks incident to its investment in the Company and is capable of evaluating the merits and risks of an investment in the Company. The undersigned understands that there can be no assurance that the Company will meet its business objectives or otherwise be able to successfully carry out its strategy.

Please issue the Variable Voting Shares in the following manner (please check the ONE box applicable):

Issue a certificate for the variable voting shares being purchased in the name of the undersigned.
Effect book entry registration and deliver a direct registration system advice for the Variable Voting Shares being purchased in the name of the undersigned.

NAME:

(please print)

NUMBER OF VARIABLE VOTING SHARES:

ADDRESS:

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DATED this ___ day of _______, 20 .

(Signature)

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Annex C

Representations and Warranties

Representations and Warranties of the Company The Company represents and warrants (and acknowledges and agrees that the other Party is relying upon such representations and warranties) as of the date hereof (except for any representations and warranties that are made as of a particular date or period which are hereby made only as of such particular date or period) that:
(a) Organization. The Company and each of its subsidiaries has been incorporated, amalgamated or continued (or formed, if it is not a corporation) and is validly existing under the laws of the jurisdiction in which it was incorporated, amalgamated, continued or formed, as the case may be, has all requisite power and authority and is duly qualified to carry on its business as now conducted and to own, lease or operate its properties and assets and no steps have been taken by any Person, voluntary or otherwise, requiring or authorizing its dissolution or winding up. The Company has made available to the Warrantholder complete and correct copies of the Company's certificate of incorporation and bylaws, as of the date of the Warrant, and each as so delivered is in full force and effect.
(b) Requisite Consents. Each of the Company and its subsidiaries hold all requisite licences, registrations, qualifications, permits and consents necessary or appropriate for carrying on its business as currently carried on, has not received any notice of proceedings relating to the revocation of such licences, registrations, qualifications, permits and consents, and all such licences, registrations, qualifications, permits and consents are valid and subsisting and in good standing, except where the failure to hold, or the failure to be valid and subsisting and in good standing of, any such license, registration, qualification, permit or consent would not reasonably be a Material Adverse Effect.
(c) Capitalization. The authorized capital of the Company consists of an unlimited number of Common Voting Shares, an unlimited number of Variable Voting Shares and an unlimited number of preferred shares issuable in series of which, as of the date hereof, 17,324,258 Common Voting Shares and Variable Voting Shares and nil preferred shares are issued and outstanding. Except as set forth herein and for the warrant certificate W-1 dated August 23, 2019 (the "Existing Warrant Certificate") issued by the Company to Amazon.com NV Investment Holdings LLC, there are no (i) shares or other Equity Interests or voting securities of the Company authorized, reserved for issuance, issued or outstanding, (ii) options, warrants, calls, preemptive rights, subscription or other rights, instruments, agreements, arrangements or commitments of any character, obligating the Company or any of its subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares or other Equity Interest or voting security in the Company or any securities or instruments convertible into or exchangeable for such shares or other Equity Interests or voting securities, or obligating the Company or any of its subsidiaries to grant, extend or enter into any such option, warrant, call, preemptive right, subscription or other right, instrument, agreement, arrangement or commitment, (iii) outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares or other Equity Interest or voting securities of the Company, or (iv) issued or outstanding performance awards, units, rights to receive any shares or other Equity Interests or voting securities of the Company on a deferred basis, or rights to purchase or receive any shares or Equity Interest or voting securities issued or granted by the Company to any current or former director, officer, employee or consultant of the Company. No subsidiary of the Company owns any shares or other Equity Interest or voting securities of the Company. There are no voting trusts or other agreements or understandings to which the Company or any of its subsidiaries is a party with respect to the voting of the shares or other Equity Interest or voting securities of the Company. All options and restricted share units granted and shares reserved or issued pursuant to the Company's omnibus long-term incentive plan (the "Omnibus Plan"), share option plan (the "Option Plan") and restricted share plan (the "RSU Plan") have been granted, reserved and issued in all material respects in full compliance with the Omnibus Plan, the Option Plan and the RSU Plan, as applicable, and Applicable Law. As of the date hereof, 30,425, 10,280, and 4,115 Shares are subject to outstanding awards under the Omnibus Plan, the Option

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Plan and the RSU Plan, respectively, of which 600, 1315 and nil Shares are vested under such Omnibus Plan, Option Plan and RSU Plan, respectively. All debentures of the Company have been issued in all material respects in full compliance Applicable Law and the Company is in compliance, in all material respects, with the terms of the indentures governing all such debentures. The issuance of the Warrant and the Warrant Shares will not result in any adjustment to the conversion price or exercise price of any securities of the Company that are convertible into, or exercisable or exchangeable for, Shares. As of the date hereof, assuming issuance of all of the Warrant Shares, the Warrant Shares would represent 9.5% of the outstanding Shares and 7.7% on a Fully Diluted Basis.

(d) The Warrant Shares. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant and, when so issued, upon the Company having issued the Warrant Shares in accordance with this Warrant, will be validly issued and outstanding as fully paid and nonassessable shares in the capital of the Company, free and clear of any liens or encumbrances, other than liens or encumbrances created by the Transaction Documents, arising as a matter of Applicable Law or created by or at the direction of the Warrantholder or any of its Affiliates.

(e) Authorization, Enforceability.
(i) The Company has requisite power and authority to execute and deliver the Warrant, to consummate the transactions contemplated, and to carry out its obligations hereunder. The Warrant has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by Applicable Law.
(ii) The execution, delivery and performance by the Company of the Warrant and the consummation of the transactions contemplated hereby and compliance by the Company with any of the provisions hereof, do not or will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both): (A) any Applicable Law, including Securities Laws and the rules and regulations of the TSX (subject to the satisfaction of customary TSX listing conditions); (B) the constating documents, by-laws or resolutions of the Company which are in effect at the date hereof; (C) any mortgage, hypothec, note, indenture, contract, agreement, instrument, lease or other document to which the Company or any subsidiary is a party or by which it is bound; or (D) any Order binding the Company or any subsidiary or the property or assets of the Company or its subsidiaries, except in respect of clauses (A), (C) and (D), as would not reasonably be a Material Adverse Effect.
(iii) The execution, delivery and performance by the Company of the Warrant, as applicable, and the consummation of the transactions contemplated hereby and thereby and compliance by the Company with any of the provisions hereof and thereof, will not (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under any of the terms, conditions or provisions of its articles or bylaws (or analogous organizational documents); (B) violate any Applicable Law or order applicable to the Company or any of its subsidiaries or any of their respective properties or assets except as would not reasonably be a Material Adverse Effect; (C) result in any payment (including severance, unemployment compensation, forgiveness of indebtedness or otherwise) becoming due to any director or any employee of the Company or any of its subsidiaries under any employment, compensation or benefit plan, program, policy,

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agreement or arrangement that is sponsored, maintained or contributed to by the Company or any of its subsidiaries (each, a "Company Benefit Plan") or otherwise; (D) increase any benefits otherwise payable under any Company Benefit Plan; (E) result in any acceleration of the time of payment or vesting of any such benefits; (F) require the funding or acceleration of funding of any trust or other funding vehicle; or (G) constitute a "change in control," "change of control" or other similar term under any Company Benefit Plan; provided, however, that the foregoing shall not be deemed to include payments or other benefits under a Company Benefit Plan that are made to any individual whose compensation is based in part on performance related to a specific territory.

(iv) All notices to, filing with, exemption or review by, or authorization, consent or approval of, any federal, national, provincial, state, local, municipal, international or multinational government or political subdivision thereof, governmental department, commission, board, bureau, agency, taxing or regulatory authority, judicial or administrative body, official, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign, or arbitrator or self-regulating organization, including stock exchanges (each, a "Governmental Entity") necessary for the execution and delivery of, and the performance by the Company of its obligations under, the Warrant and the other transactions contemplated hereby, have been made or obtained, as applicable.
(f) Company Financial Statements; Internal Controls.
(i) The audited consolidated financial statements of the Company as at and for the years ended December 31, 2021 and December 31, 2020 (the "Annual Financial Statements") have been prepared in accordance with IFRS consistently applied throughout the periods and in all material respects present fully, fairly and correctly the results of the operations, assets, liabilities, cash flows and financial position of the Company and its subsidiaries as at and for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Company and its subsidiaries, as applicable, and there has been no change in accounting policies or practices since December 31, 2020 (except as may be indicated in such financial statements or in the notes thereto and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure).
(ii) Except as described in the Company Filings, neither the Company nor its subsidiaries has incurred any liabilities or obligations (whether accrued, absolute, contingent or otherwise) which continue to be outstanding, except as incurred in the ordinary course of business by the Company or its subsidiaries and which would not reasonably be a Material Adverse Effect.
(iii) The Company and its subsidiaries have designed and maintain a system of "internal control over financial reporting" (as such term is defined in National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings ) intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and there are no material weaknesses in its internal controls over financial reporting; the Company and its subsidiaries have designed and maintain "disclosure controls and procedures" (as such term is defined in National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings ) intended to provide reasonable assurance that material information relating to the Company and its subsidiaries is made known to the Company's Chief Executive Officer and Chief Financial Officer by others within those entities, including such that information required to be disclosed by the Company in "annual filings" or in "interim filings" (as those terms are defined in National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings ) or other reports submitted by the Company under Canadian Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws.

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(iv) Since December 31, 2020, neither the Company nor any of its subsidiaries has received any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its subsidiaries or their respective internal accounting controls or auditing matters.
(v) Each of the Chief Executive Officer of the Company and Chief Financial Officer of the Company has made all certifications required by National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings , with respect to the Company Filings, and the statements contained in such certifications were true and complete on the date such certifications were made.
(g) No Material Adverse Effect. Except as disclosed in the Company Filings or as contemplated by this Warrant, since December 31, 2020, there has not been a Material Adverse Effect nor has anything occurred that would reasonably be expected to be a Material Adverse Effect.
(h) Securities Law Matters and Company Filings.
(i) The Company is a "reporting issuer" under Securities Laws in each of the provinces and territories of Canada and is not on the list of defaulting reporting issuers maintained pursuant to Securities Laws.
(ii) No Order, ruling or determination having the effect of ceasing or suspending the distribution or trading of the Shares or ceasing or suspending the trading of any other securities of the Company, or prohibiting the distribution of the Shares has been issued or made by any Governmental Authority and no proceedings have been initiated or, to the knowledge of the Company, are pending or threatened by any Governmental Authority in relation thereto.
(iii) The Shares are listed and posted for trading on the TSX. The Company is currently in compliance with Securities Laws and the rules and requirements of the TSX, including the requirements to publicly disclose any material fact or material change as required pursuant thereto.
(iv) The documents comprising the Company Filings, as of their respective dates (or, if amended or superseded by a subsequent filing, at the time filed), complied in all material respects with Securities Law and did not contain any Misrepresentation. The Company has not filed any confidential material change report or any other confidential filings with any Securities Authority, which at the date of the Warrant remains confidential. As of the date of the Warrant, there are no outstanding or unresolved comments in comment letters from any Securities Authority with respect to any of the Company's Filings.
(i) Litigation and Liabilities. Since December 31, 2020, there have been, and there are no claims, actions, proceedings or investigation pending or, to the knowledge of the Company, threatened against the Company or its subsidiaries, or affecting any of their business, properties or assets, before or by any Governmental Entity which if determined adversely would reasonably be expected to be a Material Adverse Effect, nor to the knowledge of the Company are there any events or circumstances which could reasonably be expected to give rise to any such claim, action, proceeding or investigation. Neither the Company nor any of its subsidiaries is subject to any outstanding Order.
(j) Shareholder Rights Plan and Other Agreements. None of the Company or any of its subsidiaries has adopted a shareholder rights plan or any other similar plan or agreement. The Company is not a party to any shareholder, pooling, voting or other similar arrangement or agreement relating to the ownership or voting of any of the securities of the Company, other than to the governance rights agreement between the Company, Ajay Virmani and the Virmani Family Trust dated February 26, 2020.

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(k) Related Party Transactions. Except for compensation arrangements described in the Company Filings, to the knowledge of the Company, no holder of ten percent (10%) or more of the issued and outstanding Shares, officer or director of the Company or immediate family member thereof (i) is presently a party or has a direct or indirect interest in any Person (other than publicly traded securities) in any party to any agreement with the Company or any of its subsidiaries, (ii) owns any direct or any indirect, interest in any assets of the Company or (iii) has any cause of action or other claim against, or owes any amounts to, the Company except for claims of employees in the ordinary course of business, including for accrued vacation pay or for accrued benefits under a Company Benefit Plan. There are no outstanding notes payable to, accounts receivable from or advances by the Company to, and the Company is not otherwise a creditor of, any Shareholder, director or officer or any Affiliate of such Shareholder, director or officer.
(l) Registration Rights. The Company has not granted to any Person the right to request or require the Company to qualify for Distribution any securities issued by the Company other than the rights granted to the Warrantholder pursuant to Section 8(c) of the Warrant and the rights granted pursuant to the terms of the Existing Warrant Certificate.
(m) Certain Business Practices. Except as has not had, and would not reasonably be expected to be, individually or in the aggregate, a Material Adverse Effect, the Company, its subsidiaries and, to the knowledge of the Company, their respective directors, officers, employees, consultants and agents in each case acting on behalf of the Company have complied at all times since December 31, 2020, and are in compliance, with (i) the Corruption of Foreign Public Officials Act (Canada) ("CFPOA"), and (ii) the provisions of all anti-bribery, anti-corruption and anti-money laundering Applicable Laws of each jurisdiction in which the Company and its subsidiaries operate and in which any agent thereof is conducting or has conducted business involving the Company or any of its subsidiaries. Except as has not had, and would not reasonably be expected to be, individually or in the aggregate, a Material Adverse Effect, none of the Company, any of its subsidiaries and/or, to the knowledge of the Company, any of the Company's and its subsidiaries' respective directors, officers, employees, consultants and agents in each case acting on behalf of the Company have paid, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value to any national, provincial, municipal or other Government Official or any political party or candidate for political office for the purpose of influencing any act or decision of such official or of any Governmental Entity to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage in each case in violation in any material respect of the CFPOA and any Applicable Laws described in clause (iii) of the immediately preceding sentence. As used in the Warrant, the term "Government Official" means any official, officer, employee, or representative of, or any Person acting in an official capacity for or on behalf of, any Governmental Entity, and includes any official or employee of any entity directly or indirectly owned or controlled by any Governmental Entity, and any officer or employee of a public international organization, as well as any Person acting in an official capacity for or on behalf of any such Governmental Entity, or for or on behalf of any such public international organization. Except as has not had, and would not reasonably be expected to be, individually or in the aggregate, a Material Adverse Effect, the Company and its subsidiaries (x) have instituted policies and procedures reasonably designed to ensure compliance with the CFPOA and other anti-bribery, anticorruption and anti-money laundering Applicable Laws in each jurisdiction in which the Company or any of its subsidiaries operate and (y) have not revoked such policies and procedures.
(n) Compliance with Labour Obligations. The Company has observed and complied in all material respects with the provisions of all applicable Laws respecting labour and employment, including labour relations Laws, employment standards Laws as well as Laws relating to human rights, occupational health and safety, workplace safety and insurance, and pay equity. Except as disclosed in the Company Filings, there are no material actions, suits or proceedings, at law or in equity, by any person (including the Company), nor any material action, suit, investigation arbitration, administrative proceeding or other proceeding by or before any Government Entity, pending, or to the knowledge of the Company, threatened against or affecting the Company in respect of labour relations or employment matters. Except as disclosed in the Company Filings, no material event

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has occurred or circumstances exist which could reasonably be expected to give rise to or serve as a valid basis for the commencement of any such material action, suit investigation, arbitration, administrative proceeding or other proceedings by or against the Company in respect of labour relations or employment matters. The Company has complied in all material respects with all of its legal and contractual obligations towards its employees, whether pursuant to a collective agreement or otherwise.

(o) Hostile Workplace. There have been no actions alleging sexual harassment, and, to the knowledge of the Company, there have been no threats of actions or allegations of sexual harassment, in each case against any current or former officer, director or management level employee of the Company. The Company has not entered into any settlement agreements related to allegations of workplace sexual harassment or misconduct by: (a) any officer, director or management level employee; or (b) any former officer, director or management level employee.
(p) Compliance with Law. The Company and each of its subsidiaries are, and since December 31, 2020 have been, conducting their respective businesses in accordance with Applicable Law in each jurisdiction in which they carry on their respective businesses, except for any such non-compliances which would not reasonably be expected to be a Material Adverse Effect, and none of the Company or any of its subsidiaries, or, to the knowledge of the Company, any of the directors or officers of the Company or the Company's subsidiaries, has received a notice of material non-compliance or investigation with respect to material non-compliance, and, to the knowledge of the Company, no investigation by any Governmental Entity with respect to the Company or any Company subsidiary is pending.
(q) Brokers; Fees and Expenses. Other than CIBC Capital Markets, no broker, investment banker, financial advisor or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission, or the reimbursement of expenses, in connection with the transactions contemplated by the Warrant based upon arrangements made by or on behalf of the Company.
(r) Tax.
(i) The Company does not currently derive, and has not at any particular time during the past 60-month period ending on the date of issuance of the Warrant derived, more than 50% of the Fair Market Value of its shares from one or any combination of:
- A. real or immovable property situated in Canada;
- B. Canadian resource properties (as defined in the Income Tax Act (Canada));
- C. timber resource properties (as defined in the Income Tax Act (Canada)); or
- D. options in respect of, or interests in, or for civil law rights in, property described in any of (A) to (B), above, whether or not the property exists.
(ii) The Company and each of its subsidiaries has duly and timely filed all material income and other Tax Returns required to be filed prior to the date hereof with the appropriate Governmental Entities. The Company and each of its subsidiaries has reported all income and all other amounts and information required by Applicable Law to be reported on such Tax Returns, and all such Tax Returns are true and correct in all material respects.
(iii) The Company and each of its subsidiaries has duly and timely paid all Taxes, including all instalments on account of Taxes for the current year that are due and payable by it whether or not assessed by the appropriate Governmental Entity. No deficiency with respect to the payment of any Taxes or Tax instalments has been asserted against the Company or its subsidiaries by any Tax authority.

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  - (iv) The Company and its subsidiaries have provided adequate accruals in accordance with applicable accounting standards in its books and records and in the most recently published consolidated financial statements of the Company for any Taxes of the Company and each of its subsidiaries for the period covered by such financial statements that have not been paid whether or not shown as being due on any Tax Returns.

  - (v) The Company and each of its subsidiaries has duly and timely collected all Taxes required to be collected and has duly and timely paid and remitted the same to the appropriate Governmental Entity. The Company and each of its subsidiaries has duly and timely withheld from any amount paid or credited by it to or for the account or benefit of any Person, including non-residents of Canada, the amount of all Taxes and other deductions required by any Applicable Laws to be withheld from any such amount (including, for greater certainty, with respect to interest paid or credited (or deemed to have been paid or credited) in connection with debentures issued by the Company) and has duly and timely remitted the same to the appropriate Governmental Entity.

  - (vi) There are no proceedings, investigations, audits or claims now pending against the Company or its subsidiaries in respect of any Taxes and no Governmental Entity has asserted in writing, or to the knowledge of the Company, has threatened in writing to assert against the Company or any of its subsidiaries any deficiency or claim for Taxes or interest thereon or penalties in connection therewith. There are no matters under discussion, audit or appeal with any taxing authority relating to Taxes.

  - (vii) No written claim to the Company or any of its subsidiaries has been made by any Governmental Entity in a jurisdiction where the Company and any of its subsidiaries does not file Tax Returns that the Company or any of its subsidiaries is or may be subject to Tax by or in that jurisdiction.

  - (viii) There are no outstanding agreements, arrangements, waivers or objections extending the statutory period or providing for an extension of time with respect to the assessment, reassessment or collection of Taxes or the filing of any Tax Return, election, designation or similar filing relating to Taxes by, or any payment or remittance of Taxes or amounts on accounts of Taxes by, the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries is the beneficiary of time within which to file any Tax Return that is currently in effect, other than routine extensions obtained in the ordinary course.

  - (ix) There are no liens or encumbrances for Taxes upon any property or assets of the Company and its subsidiaries (whether owned or leased), except liens or encumbrances for current Taxes not yet due.

Representations and Warranties of the Warrantholder. The Warrantholder represents and warrants (and acknowledges and agrees that the other Party is relying upon such representations and warranties) as of the date hereof (except for any representations and warranties that are made as of a particular date or period which are hereby made only as of such particular date or period) that:
(a) Organization. The Warrantholder has been duly formed and is validly existing as a private limited company in good standing under the laws of The Netherlands, with the power and authority to own its properties and conduct its business in all material respects as currently conducted.
(b) Authorization, Enforceability. The Warrantholder has full power and authority to execute and deliver the Warrant, to consummate the transactions contemplated, and to carry out its obligations hereunder. The Warrant has been duly authorized, executed and delivered by the Warrantholder and constitutes a valid and binding obligation of the Warrantholder enforceable against the Warrantholder in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable

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remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by Applicable Law. Notwithstanding anything to the contrary contained herein, the exercise of the Warrant may require further board of director (or analogous) approvals or authorizations on the part of the Warrantholder.

(c) Conflict. None of the execution and delivery of Warrant, the performance by the Warrantholder of its obligations hereunder, and the consummation of the transactions contemplated hereby, do or will conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both): (i) any Applicable Law applicable to the Warrantholder, including Securities Laws and securities laws of applicable foreign jurisdictions; or (ii) the constating documents or resolutions of the Warrantholder which are in effect at the date hereof.
(d) Knowledge in Financial and Business Affairs. The Warrantholder has knowledge in financial and business affairs, is capable of evaluating the merits and risks of an investment in the Warrant, and is able to bear the economic risk of such investment even if the entire investment is lost.
(e) Accredited Investor. The Warrantholder is an "accredited investor" within the meaning of NI 45106 and is entering into the Warrant for its own account and not for the benefit of any other person.
(f) Resale Restriction. The Warrantholder has been independently advised as to and is aware of the resale restrictions under Securities Laws with respect to the Warrant and the Warrant Shares and acknowledges receipt of a written notice of the legend restriction notation applicable to the resale of the Warrant Shares.
(g) Ownership. Other than pursuant to the Warrant, as of the date hereof, the Warrantholder and its Affiliates are not the Beneficial Owner of (i) any Shares or (ii) any securities or other instruments representing the right to acquire Shares.
(h) Brokers; Fees and Expenses. No broker, investment banker, financial advisor or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission, or the reimbursement of expenses, in connection with the transactions contemplated by the Warrant based upon arrangements made by or on behalf of the Warrantholder.
Survival. The Non-Fundamental Representations in the Warrant shall survive until three (3) years of the date hereof. The Fundamental Representations shall survive until the Expiration Time.

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Annex D

Registration Rights

1. Demand Distribution.

(a) Subject to the terms and conditions hereof, at any time and from time to time during the Registration Period, any Demand Shareholders ("Requesting Shareholders") may require the Company to use its commercially reasonable efforts, subject to compliance with applicable Securities Laws and applicable stock exchange requirements (and the Company will use commercially reasonable efforts to comply with such laws and requirements), to file such documents and take such other steps as may be necessary under applicable Securities Laws (including, filing a Base Shelf Prospectus and a Shelf Prospectus Supplement) to facilitate a Distribution of all or any portion of the Registrable Securities (the "Qualifying Shares"), in accordance with Section 1(b) of this Annex D, of the Registrable Securities (the "Demand Distribution"), by giving written notice of such Demand Distribution to the Company in accordance with Section 5 of this Annex D.
(b) The Company shall not be obliged to effect more than two Demand Distributions in any 12-month period as requested by the Requesting Shareholders pursuant to Section 1(a) of this Annex D; provided that for the purposes of this subsection, a Demand Distribution will not be considered as having been effected until a receipt has been issued for a final prospectus by the Securities Authorities (or in the case of a prospectus supplement, until the filing thereof) pursuant to which the Registrable Securities are to be sold; and provided further that at any time prior to the issuance of such a receipt (or in the case of a prospectus supplement, prior to the filing thereof), the Warrantholder may withdraw its request for a Demand Distribution by advising the Company in writing that it has determined to withdraw such request, in which case (i) such Demand Distribution and the request therefor will be deemed to be withdrawn, and (ii) such request will be deemed not to have been given for purposes of determining whether the Requesting Shareholder has exercised its right to a Demand Distribution pursuant to this Section 1(b) of this Annex D so long as (x) such request arose out of the fault of the Company, or (y) the Warrantholder agrees to reimburse and has reimbursed the Company for all expenses related to such Demand Distribution incurred through the date of the withdrawn request.
(c) A Demand Distribution shall specify: (i) the number of Registrable Shares which each Requesting Shareholder intends to Distribute, (ii) describe the nature or methods of the proposed offer and sale thereof and the provinces and territories of Canada in which such offer and sale shall be made, to the extent then known (including, for example, whether such offer and sale shall be made by an Underwritten Offering, by a Base Shelf Prospectus and/or Shelf Prospectus Supplement); (iii) the identity of the Requesting Shareholder(s); (iv) express each Requesting Shareholder's intention to offer or cause the offering of such Registrable Shares subject to the offering being on terms acceptable to the Requesting Shareholder(s); (v) contain an undertaking by each Requesting Shareholder to provide all such information regarding its holdings and the proposed manner of distribution for the Registrable Securities it intends to offer and sell in connection with such Demand Distribution or as may otherwise be required in order to permit the Company to comply with all Securities Laws as reasonably determined by counsel to the Company; and (vi) be executed by each Requesting Shareholder.
(d) Within five (5) days after receipt of a Demand Distribution, the Company shall give written notice of such Demand Distribution to all other holders of Registrable Securities.
(e) After receipt of a Demand Distribution, the Company shall, itself, have five (5) Business Days to determine whether it wishes to Distribute Shares under the prospectus prepared in connection with such Demand Distribution by giving written notice to the Requesting Shareholder(s), specifying the number of Shares it wishes to Distribute.
(f) Notwithstanding Section 1(a) of this Annex D, the Company shall not be obligated to effect:

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(i) any additional Demand Distributions request from a Requesting Shareholder if the Company has complied with two Demand Distribution requests from such Requesting Shareholder in any 12 month period pursuant to this Section 1 of this Annex D;
(ii) a Demand Distribution in the event the Board determines in its good faith judgment, acting reasonably and after receiving the advice of counsel, that either (A) the effect of the filing of a prospectus would impede the ability of the Company to consummate a material financing, acquisition, corporate reorganization, merger or other material transaction involving the Company; or (B) there exists at the time material non-public information relating to the Company, the disclosure of which would be materially detrimental to the Company, and the Company has a bona fide business purpose for preserving such information as confidential (each of the circumstances in (A) and (B) above being a "Valid Business Reason"). In the event of a Valid Business Reason, the Company's obligations under Section 1(a) of this Annex D will be deferred for a period of not more than 90 days from the date of receipt of the Demand Distribution, provided that the Company may not defer its obligations under this Section 1(f)(ii) in this Annex D for a period of more than 120 days in the aggregate in any twelve consecutive months. The Company will give written notice of (x) its determination to defer, and reason for deferral of, its filing obligations under Section 1(a) of this Annex D and (y) the cessation or end of its Valid Business Reason for such deferral, in each case, promptly after the occurrence thereof. If the Company postpones the filing of a prospectus pursuant to this Section 1(f) in this Annex D and if the Requesting Shareholder, at any time prior to receiving written notice that the Valid Business Reason for such postponement no longer exists, advises the Company in writing that it has determined to withdraw such request for a Demand Distribution, then such Demand Distribution and the request therefor will be deemed to be withdrawn and such request will be deemed not to have been given for purposes of determining whether the Requesting Shareholder has exercised its right to a Demand Distribution pursuant to this Section 1 of this Annex D;
(iii) unless necessary to permit a public offering of freely tradeable securities of the Company in Canada or unless the Company has a class of securities registered under Section 12 of the Exchange Act or a registration obligation under Section 15 of the Exchange Act, the filing of a registration statement with the United States Securities and Exchange Commission (the "SEC") or becoming an SEC registrant;
(iv) the filing of a prospectus, registration statement or equivalent document in any jurisdiction other than in Canada;
(v) an underwritten Demand Distribution in respect of a number of Shares that is expected to result in gross sale proceeds of less than $50 million in Canadian dollars; and
(vi) during: (A) a period within ninety (90) days of a "firm commitment" Underwritten Offering in which all Demand Shareholders were offered "piggyback" rights pursuant to Section 2 of this Annex D (subject to the provisions of Section 2(a) of this Annex D) and at least fifty percent (50%) of the number of Registrable Securities requested by such Demand Shareholders to be included in such Demand Distribution were included, (B) a period of within ninety (90) days after the date of completion of a previous Demand Distribution; or (C) the period, if any, during which the Company or the Requesting Shareholder(s) has agreed with the underwriters of a Distribution that it would not issue Shares (unless waived by such underwriters); (ii) if, in the Company's reasonable judgment, it is not feasible for the Company to proceed with Demand Distribution because of the unavailability of audited or other required financial statements of the Company or any other Person; provided, that the Company shall use its commercially reasonable efforts to obtain such financial statements as promptly as practicable.

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(g) Any time that a Demand Distribution involves an Underwritten Offering, the Requesting Shareholder(s) shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of such Qualifying Shares; provided, that such investment banker(s) and manager(s) shall be reasonably acceptable to the Company (such acceptance not to be unreasonably withheld, conditioned or delayed).
(h) In the case of an Underwritten Offering, the Requesting Shareholder and its representatives may participate in the negotiations of the terms of any underwriting agreement. Such participation in, and the Company's completion of, the Underwritten Offering pursuant to the applicable Demand Distribution is conditional upon the Company and the Requesting Shareholder agreeing that the terms of any underwriting agreement are satisfactory to it, acting reasonably.
(i) If, in connection with a Demand Distribution, the managing underwriter or underwriters shall impose a limitation on the number or kind of securities which may be included in any such Distribution because, in its reasonable judgment, (i) due to market conditions, or (ii) because the number of Shares proposed to be distributed is likely to have a significant adverse effect on the successful marketing of the Distribution (including the price range acceptable to the Requesting Shareholder(s)), then the maximum number of Shares that the managing underwriter or lead underwriters advise should be Distributed will be allocated as follows: (A) first, to the number of Registrable Shares requested by the Requesting Shareholder(s), pro rata among such Requesting Shareholders, based on the number of Registrable Shares held by such Requesting Shareholder; and (B) second, subject to clause (A) above, to the number of Shares to be Distributed by the Company, if in any, that may be accommodated such Distribution.
(j) Within twenty (20) Business Days of a receipt of a written request from the Warrantholder, the Company agrees, subject to Section 1(f) of this Annex D regarding a Valid Business Reason, to use commercially reasonable efforts to prepare and file and obtain a receipt from the Securities Authorities for a preliminary and final Base Shelf Prospectus to qualify the distribution of all Registrable Securities. In advance of the expiration of a Base Shelf Prospectus, unless otherwise directed by the Demand Shareholders, the Company shall, subject to Section 1(f) of this Annex D regarding Valid Business Reason, use commercially reasonable efforts to renew such Base Shelf Prospectus by filing a preliminary and final Base Shelf Prospectus such that the Company shall at all times have an effective Base Shelf Prospectus with sufficient capacity to qualify the distribution of all the Registrable Securities.

2. Piggyback Registrations.

(a) Subject to the terms and conditions hereof, whenever the Company proposes to Distribute any Shares (a "Piggyback Registration"), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice (a "Piggyback Notice") thereof (but not less than fifteen (15) Business Days prior to the filing by the Company of a prospectus with the Securities Authorities). Such Piggyback Notice shall specify the number of Shares (or other securities, as applicable) proposed to be Distributed, the proposed date of Distribution, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such Shares (or other securities, as applicable), in each case to the extent then known. The Company shall use commercially reasonable effort to include, and cause to be qualified for Distribution, in each such Piggyback Registration all Registerable Securities held by Demand Shareholders (a "Piggyback Seller") with respect to which the Company has received written requests (which written requests shall specify the number of Registerable Securities ("Piggyback Shares") requested to be disposed of by such Piggyback Seller) for inclusion therein within fifteen (15) days after such Piggyback Notice is received by such Piggyback Seller; provided that if the lead underwriter or underwriters of such proposed Piggyback Registration, acting in good faith, advises, in writing, the Company and each Piggyback Seller that, in its or their judgment, the inclusion of the Piggyback Shares in the proposed Piggyback Registration should be limited (i) due to market conditions, or (ii) because the number of securities

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proposed to be Distributed is likely to have a significant adverse effect on the successful marketing of the proposed Piggyback Registration (including the price range acceptable to the Company), then the maximum number of securities that the lead underwriter or underwriters advise should be Distributed will be allocated as follows:

  - (i) if the Piggyback Registration relates to an offering for the Company's own account, then (A) first, such number of Shares (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Shares sought to be distributed by the piggyback sellers pursuant to, and in accordance with, the terms of the Existing Warrant Certificate to the extent it has sought to have Shares Distributed in such Piggyback Registration, (C) third, Piggyback Shares of Piggyback Sellers, pro rata on the basis of the number of Piggyback Shares proposed to be sold by such Piggyback Sellers, and (D) fourth, Shares sought to be Distributed by other Persons who have sought to have Shares Distributed in such Piggyback Registration (such Persons, "Other Demanding Sellers"), pro rata on the basis of the number of Shares proposed to be sold by such Other Demanding Sellers; or

  - (ii) if the Piggyback Registration relates to an offering other than for the Company's own account, then (A) first, such number of Shares (or other securities, as applicable) sought to be Distributed by each Other Demanding Seller pro rata in proportion to the number of securities sought to be Distributed by all such Other Demanding Sellers, (B) second, Piggyback Shares of Piggyback Sellers, pro rata on the basis of the number of Piggyback Shares proposed to be sold by such Piggyback Sellers, and (C) third, Shares to be sold by the Company.

(b) For clarity, in connection with any Underwritten Offering under this Section 2 of this Annex D for the Company's account, the Company shall not be required to include the Registerable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the such Underwritten Offering as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(c) If the Company receives a "bought deal" letter (which means a fully underwritten commitment, subject to customary conditions, from an underwriter or underwriters) relating to a Distribution, the Company shall give the Demand Shareholders such notice as is practicable under the circumstances given the speed and urgency with which "bought deals" are currently carried out in common market practice of its rights to participate thereunder and such Demand Shareholder shall have at least 24 hours from the time the Company notifies it (in accordance with Section 2(a) of this Annex D) of such "bought deal" to provide the Piggyback Notice referred to in with Section 2(a) of this Annex D.
(d) If, at any time after giving written notice of its intention to Distribute any Shares (or other securities, as applicable) as set forth in this with Section 2 of this Annex D and prior to the time a prospectus is filed in connection with such Piggyback Registration (if any), the Company shall determine for any reason not to Distribute such Shares (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to Distribute any Piggyback Shares in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 1 of this Annex D, the Demand Shareholders may continue the Distribution as a Demand Distribution pursuant to the terms of Section 1 of this Annex D.
Withdrawal Rights. Any holder of Registerable Securities having notified or directed the Company to include any or all of its Registerable Securities in a Distribution shall have the right to withdraw any such notice or direction with respect to any or all of Registerable Securities designated by it for Distribution by giving written notice to such effect to the Company prior to the closing date of such Distribution (or, prior to the filing of a final prospectus, if such Distribution is to be effected by way of a prospectus). In the event of any

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such withdrawal, the Company shall not include such Registerable Securities in the applicable Distribution and such Registerable Securities shall continue to be Registrable Securities for all purposes of this Warrant (subject to the other terms and conditions of this Warrant). No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Distribution, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such Distribution such that the gross proceeds are below the minimum set forth in Section 1(f)(v) of this Annex D, then the Company shall as promptly as practicable give each Demand Shareholder seeking to Distribute Registrable Securities notice to such effect and, within five (5) days following the mailing of such notice, such Demand Shareholder still seeking Distribution shall, by written notice to the Company, elect to Distribute additional Registrable Securities to satisfy the minimum amount set forth in Section 1(f)(v) of this Annex D or elect that such Demand Distribution be withdrawn. During such five (5) day period, the Company shall not file any prospectus if not theretofore filed. No Demand Distribution withdrawn pursuant to this Section 3 of this Annex D shall count against the number of Demand Distributions which may be made under Section 1(a) of this Annex D.

Lock-up Agreements. The Warrantholder shall enter into customary agreements restricting the sale or distribution of Equity Interests of the Company (to the extent required by the lead managing underwriter(s) with respect to an applicable Underwritten Offering in which the Warrantholder participates) (a) not to effect any public sale or distribution of any Equity Interest of the Company, and (b) except as otherwise consented to by the Company, not to make any request for a Demand Distribution, in each case, during the ninety (90) day period following the effective date of the prospectus (or such shorter period as may be agreed to by the Selling Shareholders with the managing underwriter(s)) with regard to such Underwritten Offering, except in each case as part of such Underwritten Offering. The Company shall not include Registrable Securities of any other Demand Shareholder in such an Underwritten Offering unless such other Demand Shareholder enters into a customary agreement restricting the sale or distribution of Equity Interests of the Company if requested by the lead managing underwriter(s).

5. Registration Procedures.

(a) Whenever the Company is under an obligation pursuant to the provisions of this Annex D to effect the qualification of Registerable Securities in connection with a Distribution of (i) any Registrable Shares in connection with a Demand Distribution, and/or (ii) any Piggyback Shares in connection with a Piggyback Registration (any such Registerable Securities subject to a Distribution are hereinafter collectively referred to as the "Offered Shares", and any Demand Shareholders whose Offered Shares are subject to such Distribution are hereinafter collectively referred to as the "Selling Shareholders"):
(i) the Company shall prepare and file as expeditiously as practicable (and, in any event, not later than forty-five (45) days after the receipt of a Demand Distribution) with the appropriate Securities Authorities all documents reasonably necessary, including, if required, a prospectus and any amendment or supplement thereto, to qualify for Distribution the Offered Shares and, in so doing, act as expeditiously as is practicable and in good faith to settle all deficiencies and obtain those receipts and clearances and provide those undertakings and commitments as may be reasonably required by any Securities Authority, all as may be necessary to permit the Distribution of the Offered Shares in compliance with all applicable Securities Laws;
(ii) prior to the filing of a prospectus and up to the date of completion of the Distribution of the Offered Shares, the Company shall permit the Selling Shareholders and the underwriters of the Distribution, if any, to review and participate in the preparation of the prospectus and any related offering materials or filings and shall, subject to the Selling Shareholders and/or the underwriters of the Distribution, if any, entering into confidentiality agreements satisfactory to the Company, acting reasonably and in good faith, allow such Selling Shareholders underwriters and their counsel to conduct any due diligence investigations which they reasonably request in order to assist them in establishing a due diligence defence pursuant to applicable Securities Laws and enabling

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such Selling Shareholder and/or underwriters to responsibly execute any applicable certificate in the prospectus to be executed by them;

(iii) during the period from the date of initiation of the Distribution and up to the date of completion of the Distribution of the Offered Shares, the Company shall promptly notify the Selling Shareholders in writing of:
A. any filing made by the Company of information relating to the Distribution with any Securities Authority and any correspondence with any Securities Authority regarding the Distribution;
B. any material change within the meaning of applicable Securities Laws (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), capital or prospects of the Company and its subsidiaries taken as a whole and which would have been required to have been stated in the prospectus and any related offering materials or filings;
C. any material fact within the meaning of applicable Securities Laws which has arisen or has been discovered and would have been required to have been stated in the prospectus and any related offering materials or filings had the fact arisen or been discovered on, or prior to, the date of such document; and
D. any change in any material fact within the meaning of applicable Securities Laws (which for the purposes of this Annex D shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the prospectus or any related offering materials or filings which fact or change is, or may be, of such a nature as to render any statement in any such document misleading or untrue in any material respect or which would result in a misrepresentation within the meaning of applicable Securities Laws in any such document, or which would result in any such document not complying with applicable Securities Laws.
(iv) during the period from the date of initiation of the Distribution to the date of completion of the Distribution of the Offered Shares, each Selling Shareholder shall promptly notify the Company and the other Selling Shareholders, if any, in writing of:
A. any filing made by the applicable Selling Shareholder of information relating to the Distribution with any Securities Authority and any correspondence with any Securities Authority regarding the Distribution;
B. any material change within the meaning of applicable Securities Laws (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), capital or prospects of the Company and its subsidiaries taken as a whole which (1) is known to the Selling Shareholder and (2) would have been required to have been stated in the prospectus and any related offering materials or filings (but if, and only if, the Selling Shareholder is actually aware that such material change would have been required to have been stated in the prospectus and any related offering materials or filings);
C. any material fact, within the meaning of applicable Securities Laws, in respect of the applicable Selling Shareholder which has arisen or has been discovered and would have been required to have been stated in the prospectus and any related offering materials or filings had the fact arisen or been discovered on, or prior to, the date of such document; and

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D. any change in any material fact, within the meaning of applicable Securities Laws, (which for the purposes of this Warrant shall be deemed to include the disclosure of any previously undisclosed material fact), in respect of the applicable Selling Shareholder, contained in the prospectus or any related offering materials or filings which fact or change is, or may be, of such a nature as to render any statement in any such document misleading or untrue in any material respect or which would result in a misrepresentation within the meaning of applicable Securities Laws in any such document, or which would result in any such document not complying with applicable Securities Laws.
(v) the applicable Selling Shareholder shall in good faith discuss with the Company and the other Selling Shareholders, if any, any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is known to the Selling Shareholder and is of such a nature that there is reasonable doubt whether written notice need be given under Section 5(a)(iii) or Section 5(a)(iv) of this Annex D;
(vi) promptly, and in any event within any applicable time limitation, the Company shall comply, to the satisfaction of the Selling Shareholders, acting reasonably, with all applicable filings and other requirements under applicable Securities Laws as a result of a material change, the discovery of a material fact or the change in a material fact referred to under Section 5(a)(iii) or Section 5(a)(iv) of this Annex D, provided that the Company shall not file any amendment to the prospectus or other document without first complying with its obligations in Section 5(a)(iii) of this Annex D;
(vii) the Company shall furnish to the Selling Shareholders such number of copies of any preliminary prospectus, prospectus, prospectus supplement and any amendments thereto, any documents incorporated by reference in such prospectus and such other documents as such Selling Shareholders may reasonably request in order to facilitate the Distribution of the Offered Shares;
(viii) if an Underwritten Offering is contemplated, the Company shall execute and perform the obligations under an underwriting agreement in a form reasonably satisfactory to the Selling Shareholders, containing customary representations, warranties and indemnities for the benefit of the Selling Shareholders and the underwriter(s);
(ix) subject to applicable Securities Laws and other than in respect of a Base Shelf Prospectus, the Company shall keep the prospectus effective until the Selling Shareholders have completed the Distribution described in the prospectus but no longer than ninety (90) days from the date of the prospectus, provided that such Selling Shareholders use commercially reasonable efforts to complete the Distribution as soon as reasonably practicable;
(x) the Company shall use commercially reasonable efforts to furnish to the underwriter(s) involved in the Distribution all documents as they may reasonably request;
(xi) the Company shall take such other customary actions and execute and deliver such other customary documents as may be reasonably necessary to give full effect to the rights of the Selling Shareholders under this Warrant;
(xii) the Company shall use its commercially reasonable efforts to list the Offered Shares on each securities exchange or quotation system on which Registerable Securities of the Company are then-listed or quoted, if such Registerable Securities are not already so listed or quoted;

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(xiii) the Company shall use its commercially reasonable efforts to provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such prospectus;
(xiv) the Company shall use commercially reasonable efforts to prevent the issuance of any cease trading order suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order;
(xv) the Company shall use its commercially reasonable efforts to furnish, at the request of the Selling Shareholders on the date that such Offered Shares are delivered to the underwriters for sale in connection with the Distribution:
- A. an opinion, dated such date, of the Company's counsel for the purposes of such Distribution, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the applicable Selling Shareholders and the underwriters, if any; and
- B. a letter, dated such date, from the Company's auditors, in form and substance as is customarily given by auditors to underwriters in an underwritten public offering, addressed to the applicable Selling Shareholders and the underwriters, if any;
(xvi) the Company shall have appropriate officers of the Company prepare and make presentations at a reasonable number of "road shows" and before analysts, as the case may be, and other information meetings reasonably organized by the underwriters, and otherwise use its commercially reasonable efforts to cooperate as reasonably requested by the Selling Shareholders and the underwriters in the offering, marketing or selling of the Offered Share; provided, however, that the scheduling of any such "road shows" and other meetings shall not unduly interfere with the normal operations of the business of the Company; and
(xvii) take all other actions reasonably requested by the Warrantholder or the lead managing underwriter(s) to effect the intent of this Annex D.
Registration Expenses. All fees and expenses incident to the Company's performance of its obligations under this Annex D, including (a) all registration and filing fees, including all fees and expenses of compliance with Securities Laws, (b) all printing (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Canadian Depository for Securities Limited and of printing prospectuses if the printing of prospectuses is requested by the Warrantholder) and copying expenses, (c) all messenger, telephone and delivery expenses, (d) all fees and expenses of the Company's independent certified public accountants and counsel (including with respect to "comfort" letters and opinions), (e) expenses of the Company incurred in connection with any "road show", other than any expense paid or payable by the underwriters and (f) reasonable and documented fees and disbursements of one counsel for all holders of Registrable Securities whose Registrable Securities are to be Distributed, which counsel shall be selected by, in the case of a Demand Distribution, the Requesting Shareholders, or in the case of any other registration, the holders of a majority of the Registrable Securities being sold in connection therewith, shall be borne solely by the Company whether or not any prospectus is filed or Distribution is completed. In connection with the Company's performance of its obligations under this Annex D, the Company will pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties and the expense of any annual audit) and the expenses and fees for listing the securities to be Distributed on the primary securities exchange on which similar securities issued by the Company are then listed or traded. Each Selling Shareholder shall pay its portion of all underwriting discounts and commissions and transfer taxes, if any, relating to the sale of such Selling Shareholder's Registrable Securities pursuant to any Demand Distribution or Piggyback Registration.

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Miscellaneous.
(a) Not less than five (5) Business Days before the expected filing date of each prospectus pursuant to this Annex D, the Company shall notify each holder of Registrable Securities who has timely provided the requisite notice hereunder entitling such holder to Distribute Registrable Securities in such prospectus of the information, documents and instruments from such holder that the Company or any underwriter reasonably requests in connection with such prospectus, including a questionnaire, power of attorney, lock-up letter and underwriting agreement (the "Requested Information"). If the Company has not received, on or before the second (2[nd] ) Business Day before the expected filing date, the Requested Information from such holder, the Company may file the prospectus without including Registrable Securities of such holder. The failure to so include in any prospectus the Registrable Securities of a holder of Registrable Securities (with regard to that registration statement) shall not result in any liability on the part of the Company to such holder.
(b) The Warrantholder hereby acknowledges that the Company has granted to a warrantholder under the Existing Warrant Certificate, pursuant to the terms of the Existing Warrant Certificate, demand, piggyback or other registration rights the terms of which are senior to the rights granted to the Warrantholder hereunder.

8. Registration Indemnification.

(a) The Company will indemnify and hold harmless each applicable Selling Shareholder, each of its Affiliates, and each of its and their respective officers and directors, trustees, shareholders, members, managers, employees, partners, representatives (collectively, the "Shareholder Indemnified Parties"), with respect to a registration, qualification of Registerable Securities or Distribution which has been effected pursuant to this Annex D, and each underwriter (if any), of the Offered Shares covered by such registration, qualification of Shares or Distribution against all expenses, claims, losses, penalties, judgments, suits, costs, damages or liabilities (or actions in respect thereof) (including (i) any of the foregoing incurred in settlement of any litigation, commenced or threatened, (ii) any reasonable legal and any other expenses incurred in connection with investigating, preparing for or defending any such expense, claim, loss, penalties, judgment, suit, cost, damage or liability (or actions in respect thereof), and (iii) any contribution payments made by a Shareholder Indemnified Party to underwriters by the applicable Shareholder Indemnified Party in respect of any such expense, claim, loss, penalties, judgment, suit, cost, damage or liability (or actions in respect thereof)) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading in light of the circumstances in which they were made, or any violation or alleged violation by the Company of applicable Securities Laws in connection with any such registration, qualification of Registerable Securities or Distribution, and each such underwriter; provided that the Company will not be liable in any such case to the extent that any such expense, claim, loss, penalty, judgment, suit, cost, damage or liability (or actions in respect thereof) arises out of or is based on any untrue statement or omission or alleged untrue statement or omission in any information relating solely to the applicable Selling Shareholder or underwriter in such prospectus, which information has been provided to the Company in writing by the applicable Selling Shareholder or underwriter, respectively, for the purpose of including such information in such prospectus, or any amendment or supplement thereto.
(b) Each applicable Selling Shareholder will, if Qualifying Shares or Piggyback Shares, as the case may be, held by such Selling Shareholder are included in the securities to be Distributed in a Distribution effected pursuant to this Annex D, indemnify the Company and the other Selling Shareholders, each of their respective directors and officers, and each underwriter, if any, of the Company's securities in respect of such Distribution, against all expenses, claims, losses, penalties, judgments, suits, costs, damages or liabilities (or actions in respect thereof) (including (i) any of the foregoing incurred in settlement of any litigation, commenced or threatened and (ii) any reasonable legal and any other expenses incurred in connection with investigating, preparing for or defending any such expense,

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claim, loss, penalty, judgment, suit, cost, damage or liability (or actions in respect thereof)) that relates to, arising out of or is based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus filed in respect of such Distribution (or any amendment or supplement thereto) or based on any omission (or alleged omission) to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading in light of the circumstances in which they were made, or any violation or alleged violation by the applicable Selling Shareholder of applicable Securities Laws in connection with any such Distribution, in each case to the extent, but only to the extent, that any such expense, claim, loss, penalties, judgment, suit, cost, damage or liability (or actions in respect thereof) arises out of or is based on any untrue statement or omission or alleged untrue statement or omission in any information relating solely to such Selling Shareholder contained in such prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with written information furnished to the Company by such Selling Shareholder for the purpose of including such information therein; provided, however, that the liability of such Selling Shareholder for indemnification under this Section 8(b) of this Annex D and for any contribution payments to underwriters will not exceed the net proceeds actually received by the applicable Selling Shareholder pursuant to the offering giving rise to such indemnification obligation.

(c) Each party entitled to indemnification under Section 8 of this Annex D (the "Indemnified Party") will give written notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought (and such notice shall include a description the material events and facts, if known, giving rise to such claim), and will permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who will conduct the defense of such claim or litigation, will be approved by the Indemnified Party (whose approval will not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein will not relieve the Indemnifying Party of its obligations under this Section 8 of this Annex D unless, and only to the extent, the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. An Indemnified Party will have the right to retain its own counsel, with fees and expenses to be paid by the Indemnifying Party (subject to the last proviso in Section 8(b) of this Annex D), if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation, will, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.
(d) If the indemnification provided for in Section 8 of this Annex D is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations, provided, however, that the liability of any Selling Shareholder under this Section 8(d) of this Annex D will not exceed the net proceeds actually received by the applicable Selling Shareholder pursuant to the Distribution giving rise to such contribution obligation. The relative fault of the Indemnifying Party and of the Indemnified Party will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the Parties' relative intent with respect to, knowledge regarding and opportunity to correct, such information. Notwithstanding anything to the contrary in Section 8 of this Annex D, if (i) a Selling Shareholder

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is required to make a contribution contemplated by this Section 8(d) of this Annex D and (ii) all or any portion of expenses, claims, losses, penalties, judgments, suits, costs, damages or liabilities (or actions in respect thereof) relating to such contribution would not have been indemnifiable by such Selling Shareholder pursuant to Section 8(b) of this Annex D (assuming that the indemnity provided in Section 8(b) of this Annex D was available in accordance with its terms), then the Company shall promptly reimburse such Selling Shareholder (or, upon demand from the Selling Shareholder, advance to such Selling Shareholder) the portion of such contribution that would have not otherwise been indemnifiable.

(e) The indemnification provided for under this Annex D shall survive the Transfer of the Registrable Securities and the termination of this Annex D.
Registration Period. The rights granted pursuant to this Annex D shall commence on the Issue Date and terminate on the date the Demand Shareholders are permitted to freely dispose of all of its Registrable Securities in a public sale, without regard to any volume, manner of sale restrictions or other restrictions, pursuant to Securities Laws (the "Registration Period"). The Company shall provide prompt written notice to the holders Demand Shareholders if the Company believes the Registration Period may be terminated hereunder; provided, however, that the Registration Period shall not terminate hereunder if the Demand Shareholders notifies the Company in writing, within thirty (30) days of receipt of such notice from the Company, that such holder has been advised by counsel that it is, or might reasonably be considered to be, a "control person" for purposes of Securities Laws.

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Annex E

Press Release

See attached.

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Cargojet announces long-term strategic agreement with DHL to provide global air-transportation services

DHL to utilize Cargojet’s entire portfolio of services to support its growth

DHL to receive warrants, with vesting tied to achievement of commercial milestones up to C$2.3 billion in business volume over 7 years

Mississauga, ON, March 29, 2022 – Cargojet Inc. (“ Cargojet ”) (TSX:CJT) announced today that it has entered into a new long-term strategic agreement (the “ Agreement ”) with DHL Network Operations (USA) Inc. (“ DHL ”), an affiliate of Deutsche Post DHL Group (the “ Group ”) (XETRA:DPW.DE), for a term of five years with a renewal option for an additional two years, to provide air-transportation services for DHL’s global network.

The Agreement is expected to be meaningfully accretive to Cargojet’s earnings and cash flows over time and help Cargojet further diversify its portfolio of services in line with its previously announced strategic goal of achieving a balanced portfolio.

Under the Agreement, Cargojet will provide ACMI, CMI, charter, and aircraft dry lease services to DHL to support DHL’s international requirements for Europe and North, South, Central and Latin America, as well as Asia. Cargojet utilizes 12 freighters to service DHL’s current requirements. DHL intends to add 5 additional B-767 freighters during the 2022-23 timeframe to fulfill DHL’s anticipated network requirements. Additionally, DHL intends to be Cargojet’s inaugural launch customer for the state-of-the-art B-777 wide body long-range cargo aircraft, which are expected to be deployed in late 2023 or early 2024.

“Earning the trust and confidence of Deutsche Post DHL Group is a remarkable milestone in Cargojet’s journey. We are even more excited about the opportunity to add value and earn the right to be a long-term strategic partner each and every day.” said Chief Executive Officer Dr. Ajay Virmani. “This strategic partnership is a real tribute to our people who have worked extremely hard all through the pandemic while maintaining the industry best on-time performance and flexibility that has allowed us to earn this business”.

Cargojet’s international and ACMI growth will be led and managed by its international team of specialists while Cargojet’s current core team will continue to focus on delivering excellence

within its existing and growing domestic network. As the Cargojet fleet grows and it benefits from the scale of operation, Cargojet remains committed to providing cost effective, flexible and competitive air-cargo services to all customers.

“DHL’s international aviation network is a true competitive differentiator and an enabler of growth for our customers. Cargojet’s “customer first” culture has added flexibility and resilience to our network,” said Travis Cobb, EVP, Global Network Operations & Aviation, DHL Express. “A longer-term strategic alignment with Cargojet will bring additional capacity and allow us to continue delivering the highest levels of service quality to the market.”

“Cargojet is an important aviation partner of DHL in North America and we see this expansion of our relationship further strengthening intra-regional and intercontinental links to and from this region,” said Mike Parra, CEO, DHL Express Americas. “Its versatile cargo fleet and high on-time reliability positions us well to further capitalize on the dynamically growing e- commerce market, in particular. This step builds on the significant investments we have made in DHL’s aviation capacity and capabilities over the last two years in the Americas.”

In addition, to align interests and strengthen the long-term strategic relationship, Cargojet will issue to DHL warrants to acquire up to 9.5 percent of Cargojet’s outstanding voting shares (on a non-diluted basis as of the date hereof) at a price of C$158.92 per share (based on the 20-day volume weighted average trading price immediately prior to the date hereof) over a period of seven years, with vesting tied to the delivery by DHL of up to C$2.3 billion[1] in business volume during the same term.

Management will be hosting at conference call Tuesday, March 29, 2022, at 9:00am est.

Dial in Numbers:

Canada: 647 484 0475 USA: 888 394 8218 Reference: Cargojet Conference Call

Additional Information

Cargojet intends to file a material change report in connection with the transactions contemplated by this news release, which will be available under its corporate profile on SEDAR at www.sedar.com. In connection therewith, a copy of the warrant certificate will be filed with the applicable Canadian securities regulators on SEDAR.

Cargojet has received conditional listing approval from the Toronto Stock Exchange to list an aggregate of 1,645,000 variable voting shares issuable upon the full vesting of the warrants, representing 9.5% of Cargojet’s voting shares on a non-diluted basis.

1 Being the C$ equivalent of approximately US$1.8 billion, using an exchange rate of 1.2518.

The summary of the key terms of the warrants contained herein and in the to-be-filed material change report are expressly qualified in their entirety by the full text of the as filed warrant certificate.

About DHL:

DHL is the leading global brand in the logistics industry. Our DHL divisions offer an unrivalled portfolio of logistics services ranging from national and international parcel delivery, e- commerce shipping and fulfillment solutions, international express, road, air and ocean transport to industrial supply chain management. With about 380,000 employees in more than 220 countries and territories worldwide, DHL connects people and businesses securely and reliably, enabling global sustainable trade flows. With specialized solutions for growth markets and industries including technology, life sciences and healthcare, engineering, manufacturing & energy, auto-mobility and retail, DHL is decisively positioned as “The logistics company for the world”.

DHL is part of Deutsche Post DHL Group. The Group generated revenues of more than 81 billion euros in 2021. With sustainable business practices and a commitment to society and the environment, the Group makes a positive contribution to the world. Deutsche Post DHL Group aims to achieve zero-emissions logistics by 2050.

About Cargojet:

Cargojet is Canada’s leading provider of time sensitive premium air cargo services to all major cities across North America, providing dedicated, ACMI and international charter services and carries over 25,000,000 pounds of cargo weekly. Cargojet operates its network with its own fleet of 31 cargo aircraft.

For further information, please contact:

Pauline Dhillon Chief Corporate Officer Tel: (905) 501-7373 [email protected]

Notice on Forward Looking Statements

Certain statements contained herein constitute “forward-looking statements”, including with respect to the expectation that the Agreement will be meaningfully accretive to Cargojet’s earnings and cash flows over time as well as create other benefits and opportunities, including to diversify Cargojet’s portfolio as described above; the addition of 5 B-767 freighters during the 2022-23 timeframe; the deployment of B-777 cargo aircrafts in late 2023 or early 2024 and DHL’s intention to be the inaugural launch customer; benefits from the scale of operation and commitment to providing cost effective, flexible and competitive air-cargo services to all customers; the performance-based vesting of the warrants to be issued to DHL; and the listing

of the underlying shares on the Toronto Stock Exchange. Forward-looking statements look into the future and provide an opinion as to the effect of certain events and trends on the business. Forward-looking statements may include words such as “plans,” “intends,” “anticipates,” “should,” “estimates,” “expects,” “believes,” “indicates,” “targeting,” “suggests” and similar expressions.

These forward-looking statements are based on current expectations and entail various risks and uncertainties. Although Cargojet believes that the forward-looking statements in this press release are based on information and assumptions that are current, reasonable and complete, these statements are by their nature subject to a number of factors that could cause actual results to differ materially from management’s expectations and plans as set forth in such forward-looking statements, including, without limitation, the following factors, many of which are beyond Cargojet’s control and the effects of which can be difficult to predict: (a) the failure to achieve the financial and other anticipated benefits from the Agreement on the timeline contemplated or otherwise; (b) the uncertainties and risks related to the ongoing COVID-19 pandemic, including variants of concern, and impacts related to government responses and restrictions, health and safety measures, supply chain disruptions, the effectiveness and availability of vaccines, and the extent of the impact of the pandemic on consumer spending habits, the competitive landscape, and overall economic conditions; (c) credit, market, currency, operational, capital expenditures, liquidity and funding risks generally, including changes in economic conditions, inflation, interest rates, exchange rates or tax rates; (d) risks and uncertainties relating to retail, e-commerce growth, labour, technology, changes in law or regulation, competition, and business generally; and (e) other risks inherent to the Cargojet’s business and/or factors beyond its control which could have a material adverse effect on Cargojet. In addition, reference should be made to the issuer’s most recent Annual Information Form filed with the Canadian securities regulators, and its most recent Annual Consolidated Financial Statements and Notes thereto and related Management’s Discussion and Analysis (MD&A), for a summary of major risks. Actual results may materially differ from expectations, if known and unknown risks or uncertainties affect our business, or if our estimates or assumptions prove inaccurate. Cargojet assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or any other reason, other than as required by applicable securities laws. In the event Cargojet does update any forward-looking statement, no inference should be made that the issuer will make additional updates with respect to that statement, related matters, or any other forward-looking statement.

Annex F

[FORM OF PERMITTED TRANSFEREE JOINDER]

JOINDER TO WARRANT

This joinder (this " Joinder ") to the Warrant dated as of March 28, 2022, as amended from time to time in accordance with its terms (the " Warrant ") issued by Cargojet Inc. (the " Company ") is made as of ___, 20__ by and among the Parties and ________ (the " Permitted Transferee "). Capitalized terms used in this Joinder but not expressly defined herein shall have the meanings ascribed to such terms in the Warrant.

WHEREAS , the Warrantholder has Transferred to the Permitted Transferee the Warrant, and the Warrant requires the Permitted Transferee to become a party to, and to be bound by the provisions of, the Warrant, and the Permitted Transferee agrees to do so in accordance with the terms of this Joinder.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Permitted Transferee acknowledges, agrees and declares as follows:

The Permitted Transferee has received a copy of the Warrant, and has read and understood fully the provisions of the Warrant.
Prior to the execution of this Joinder, the Permitted Transferee has had an opportunity to obtain independent legal advice as to its rights and obligations under the Warrant, and has obtained such independent legal advice or has deliberately chosen not to obtain independent legal advice.
The Permitted Transferee hereby agrees that upon execution of this Joinder, it shall become a party to the Warrant and shall be fully bound by, and subject to, all of the terms, provisions, conditions and covenants of the Warrant in the same manner and to the same extent as if the undersigned had been an original party to the Warrant as the Warrantholder for all purposes thereof.
The Permitted Transferee makes all the representations and warranties and/or acknowledgements set forth in Section 2 of Annex C (although the representation and warranty in Section 2(a) of Annex C shall be made with respect to the applicable jurisdiction of incorporation or formation and to the extent the concept is applicable in that jurisdiction) and Section 8(a) of the Warrant.
This Joinder may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. Counterparts may be executed either in original or electronic form and the parties may rely on delivery by electronic delivery of an executed copy of this Joinder.
For purposes of the Warrant, all notices, requests, demands or other communications to the Permitted Transferee shall be directed to:

______ Attn: ____

This Joinder shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated, in all respects, as an Ontario contract. The Permitted Transferee irrevocably and unconditionally (a) submits to the non-exclusive jurisdiction of the courts of the Province of Ontario over any action or proceeding arising out of or relating to this Joinder, (b) waives any objection that it might otherwise be entitled to assert to the

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jurisdiction of such courts and (c) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding.

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IN WITNESS WHEREOF the Permitted Transferee has caused this Joinder to be duly executed as of the date first written above.

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By:

[  ]

Annex G

[FORM OF TRANSFER]

TRANSFER FORM

FOR VALUE RECEIVED , the undersigned hereby sells, assigns and transfers unto ___________ (include name and address of the transferee) _ Warrants exercisable for variable voting shares of Cargojet Inc. (the " Company ") registered in the name of the undersigned on the register of the Company maintained therefore, and hereby irrevocably appoints ___________ the attorney of the undersigned to transfer the said securities on the books maintained by the Company with full power of substitution.

DATED this ___ day of _______, 20 .

_____ Signature of Transferor or Authorized Agent ____ ______ _________ Address of Transferor

Note: The signature to this transfer must correspond with the name written upon the face of this Warrant certificate in every particular without any changes whatsoever.

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AI assistant

Cargojet Inc. — Capital/Financing Update 2022

46717_rns_2022-03-29_02c54fb4-f8c3-4973-92ab-0789ad05534c.pdf

WARRANT CERTIFICATE

Certificate Number: DW-1

CARGOJET INC.

WARRANT TO PURCHASE VARIABLE VOTING SHARES

(yyyyy) "Warrantholder" means DHL Aviation (Netherlands) B.V.

2.

4. Exercise of Warrant; Vesting; Term; Expiry.

6. Representations and Warranties.

8. Additional Agreements.

10. Standstill Provisions.

11. [Redacted – Commercially Sensitive Information – Information Rights].

12. Tax Reporting Requirements.

23. Exercise Notice.

[Remainder of page intentionally left blank]

CARGOJET INC.

DHL AVIATION (NETHERLANDS) B.V.

[FORM OF NOTICE OF VESTING EVENT]

NOTICE OF VESTING EVENT

CARGOJET INC.

[FORM OF NOTICE OF EXERCISE]

WARRANT

NOTICE OF EXERCISE

(to be signed only upon exercise of such Warrant)

Representations and Warranties

Registration Rights

1. Demand Distribution.

2. Piggyback Registrations.

5. Registration Procedures.

8. Registration Indemnification.

Press Release

Cargojet announces long-term strategic agreement with DHL to provide global air-transportation services

DHL to utilize Cargojet’s entire portfolio of services to support its growth

DHL to receive warrants, with vesting tied to achievement of commercial milestones up to C$2.3 billion in business volume over 7 years

Additional Information

About DHL:

About Cargojet:

Notice on Forward Looking Statements

[FORM OF PERMITTED TRANSFEREE JOINDER]

JOINDER TO WARRANT

[FORM OF TRANSFER]

TRANSFER FORM

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Cargojet Inc. Capital/Financing Update 2022