Chorus Aviation Inc.

EXECUTION COPY

- and -

AST TRUST COMPANY (CANADA)

as Warrant Agent

WARRANT INDENTURE

Dated as of April 6, 2021

providing for the issue of Warrants

LEGAL_1:66376221.17

Page

ARTICLE 1	INTERPRETATION ................................................................................................. 1
1.1	Definitions.............................................................................................................. 1
1.2	Gender and Number ............................................................................................... 7
1.3	Interpretation Not Affected by Headings, etc. ....................................................... 7
1.4	Day Not a Business Day ........................................................................................ 7
1.5	Time of the Essence ............................................................................................... 8
1.6	Governing Law ...................................................................................................... 8
1.7	Choice of Language ............................................................................................... 8
1.8	Currency ................................................................................................................. 8
1.9	Beneficiaries .......................................................................................................... 8
1.10	Acts of Holders ...................................................................................................... 8
1.11	Severability ............................................................................................................ 9
1.12	Force Majeure ...................................................................................................... 10
1.13	Assignment, Successors and Assigns .................................................................. 10
ARTICLE 2	ISSUE OF WARRANTS ........................................................................................ 10
2.1	Creation, Authorization and Issue of Warrants .................................................... 10
2.2	Terms of Warrants ............................................................................................... 10
2.3	Form of Warrants ................................................................................................. 11
2.4	Warrantholder Not a Shareholder ........................................................................ 11
2.5	Warrants to Rank_Pari Passu_............................................................................... 11
2.6	Warrant Certificates ............................................................................................. 11
2.7	Issue in Substitution for Warrant Certificates Lost, etc. ...................................... 13
2.8	Exchange of Warrant Certificates ........................................................................ 13
2.9	Transfer and Ownership of Warrants ................................................................... 14
2.10	Book-Based System ............................................................................................. 14
2.11	Register and Transfer ........................................................................................... 15
2.12	Legend on Warrants ............................................................................................. 16
ARTICLE 3	EXERCISE OF WARRANTS ................................................................................ 18
3.1	Method of Exercise of Warrants .......................................................................... 18
3.2	Exercise of Warrants ............................................................................................ 19
3.3	Transfer Restrictions ............................................................................................ 20
3.4	Effect of Exercise of Warrants ............................................................................. 20
3.5	Expiration of Warrants ......................................................................................... 20
3.6	Cancellation of Surrendered Warrants ................................................................. 21
3.7	Fractional Common Shares .................................................................................. 21
3.8	Accounting and Recording .................................................................................. 21
3.9	Partial Exercise of Warrants ................................................................................ 21
ARTICLE 4	ADJUSTMENT OF NUMBER OF COMMON SHARES .................................... 21
4.1	Adjustment of Number of Common Shares......................................................... 21
4.2	Entitlement to Common Shares on Exercise of Warrant ..................................... 29

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TABLE OF CONTENTS (continued)

	TABLE OF CONTENTS (continued)
	Page
4.3	Determination by Independent Investment Banking Firm................................... 29
4.4	Proceedings Prior to any Action Requiring Adjustment...................................... 29
4.5	Certificate of Adjustment ..................................................................................... 29
4.6	Applicability ........................................................................................................ 30
4.7	Notice of Special Matters..................................................................................... 30
4.8	No Action after Notice ......................................................................................... 30
4.9	Protection of Warrant Agent ................................................................................ 31
ARTICLE 5	RIGHTS OF THE CORPORATION AND COVENANTS ................................... 31
5.1	Optional Purchases by the Corporation ............................................................... 31
5.2	General Covenants ............................................................................................... 31
5.3	Warrant Agent’s Remuneration and Expenses .................................................... 33
5.4	Performance of Covenants by Warrant Agent ..................................................... 33
5.5	Covenants for Warrantholders ............................................................................. 33
ARTICLE 6	ENFORCEMENT ................................................................................................... 33
6.1	Suits by Warrantholders ....................................................................................... 33
6.2	Warrant Agent May Institute all Proceedings ...................................................... 34
6.3	Immunity of Shareholders, etc. ............................................................................ 34
6.4	Limitation of Liability.......................................................................................... 34
ARTICLE 7	MEETINGS OF WARRANTHOLDERS ............................................................... 34
7.1	Right to Convene Meetings ................................................................................. 34
7.2	Notice ................................................................................................................... 35
7.3	Chairman .............................................................................................................. 35
7.4	Quorum ................................................................................................................ 35
7.5	Power to Adjourn ................................................................................................. 35
7.6	Show of Hands ..................................................................................................... 36
7.7	Poll and Voting .................................................................................................... 36
7.8	Regulations .......................................................................................................... 36
7.9	Corporation and Warrant Agent May be Represented ......................................... 37
7.10	Powers Exercisable by Extraordinary Resolution................................................ 37
7.11	Meaning of Extraordinary Resolution ................................................................. 38
7.12	Powers Cumulative .............................................................................................. 39
7.13	Minutes ................................................................................................................ 39
7.14	Instruments in Writing ......................................................................................... 39
7.15	Binding Effect of Resolutions .............................................................................. 40
7.16	Holdings by Corporation Disregarded ................................................................. 40
ARTICLE 8	SUPPLEMENTAL INDENTURES ....................................................................... 40
8.1	Provision of Supplemental Indentures for Certain Purposes ............................... 40
8.2	Successor Entities ................................................................................................ 41

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Page

(continued)

ARTICLE 9 CONCERNING THE WARRANT AGENT .......................................................... 42	ARTICLE 9 CONCERNING THE WARRANT AGENT .......................................................... 42
9.1	Trust Indenture Legislation .................................................................................. 42
9.2	Duties of Warrant Agent ...................................................................................... 42
9.3	Employ Agents..................................................................................................... 42
9.4	Reliance on Evidence of Compliance .................................................................. 42
9.5	Provision of Evidence of Compliance to Warrant Agent .................................... 43
9.6	Contents of Evidence of Compliance .................................................................. 43
9.7	Advice of Experts ................................................................................................ 44
9.8	Conditions Precedent to Warrant Agent’s Obligation to Act .............................. 44
9.9	Warrant Agent Not Required to Give Security .................................................... 45
9.10	Resignation or Removal of Warrant Agent; Conflict of Interest ......................... 45
9.11	Authority to Carry on Business; Resignation ...................................................... 46
9.12	Protection of Warrant Agent ................................................................................ 47
9.13	Anti-Money Laundering ...................................................................................... 49
9.14	Compliance with Privacy Laws ........................................................................... 50
9.15	Securities and Exchange Commission Certification ............................................ 50
ARTICLE 10 GENERAL ............................................................................................................ 51
10.1	Notice to the Corporation and the Warrant Agent ............................................... 51
10.2	Notice to Warrantholders ..................................................................................... 52
10.3	Ownership and Transfer of Warrants ................................................................... 52
10.4	Amendment .......................................................................................................... 52
10.5	Counterparts ......................................................................................................... 53
10.6	Satisfaction and Discharge of Indenture .............................................................. 53
10.7	Provisions of Indenture and Warrants for the Sole Benefit of Parties and
	Warrantholders ..................................................................................................... 54
10.8	Protection of Warrant Agent ................................................................................ 54
10.9	Warrants Owned by the Corporation or its Subsidiaries - Certificate to be
	Provided ............................................................................................................... 54

SCHEDULE 2.3 FORM OF WARRANT CERTIFICATE .......................................................... 1 SCHEDULE 2.11 FORM OF DECLARATION FOR REMOVAL OF LEGEND ...................... 1

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LEGAL_1:66376221.17

THIS WARRANT INDENTURE (the “ Indenture ”) dated as of April 6, 2021.

BETWEEN:

CHORUS AVIATION INC ., a corporation existing under the laws of Canada

(the “ Corporation ”)

AND: AST TRUST COMPANY (CANADA) , a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada

(the “ Warrant Agent ”)

RECITALS

A . In connection with the public offering of the Corporation pursuant to a short form prospectus dated March 29, 2021 and a concurrent private placement, the Corporation proposes to issue up to 7,891,750 Warrants (as defined below), each Warrant entitling the Holder thereof to acquire, on exercise, subject to adjustment in accordance with this Indenture, one Common Share (as defined below) at a price of $6.20 per Common Share (the “ Exercise Price ”) at any time prior to 5:00 p.m. (Eastern Time) on April 6, 2022, all upon the terms and conditions set forth in this Indenture;

B . The Corporation proposes to issue Warrants in the manner set forth in this Indenture and is duly authorized to create and issue the Warrants and complete the transactions contemplated in this Indenture;

C . All acts and deeds necessary have been done and performed to make the Warrants, when issued as provided in this Indenture, legal, valid and binding upon the Corporation with the benefits and subject to the terms of this Indenture;

D . The foregoing recitals are made by the Corporation and not by the Warrant Agent; and

E . The Warrant Agent has agreed to enter into this Indenture and to hold all rights, interests and benefits contained herein for and on behalf of those Persons who become Holders of the Warrants issued pursuant to this Indenture from time to time.

THEREFORE , it is hereby covenanted, agreed and declared as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Indenture, including the recitals and schedule hereto and in all indentures supplemental hereto, the following words and phrases shall have the following meanings:

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“ Act ” when used with respect to any Holder(s), shall have the meaning specified in subsection 1.10(a);

“ Affiliate ” means the meaning attributed thereto in NI 45-106;

“ Applicable Law ” means, at any time, with respect to any Person, property, transaction, event or other matter, as applicable, all laws, rules, statutes, regulations, treaties, orders, judgments and decrees, and all official requests, directives, rules, guidelines, orders, policies, practices and other requirements of any Governmental Authority, and any common or civil law, relating or applicable at such time to such Person, property, transaction, event or other matter, and shall also include any interpretation thereof by any Person having jurisdiction over it or charged with its administration or interpretation;

“ Authenticated ” means (i) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation and authenticated by signature of an authorized officer of the Warrant Agent, and (ii) with respect to the issuance of an Uncertificated Warrant, one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated Warrant as required by Section 2.6 are entered in the register of Holders of Warrants, and “ Authenticate ”, “ Authenticating ” and “ Authentication ” have the appropriate correlative meanings;

“ Board ” means the board of directors of the Corporation;

“ Book-Based System ” means, the electronic system for clearing, depository and entitlement services operated by CDS;

“ Business Day ” means any day of the week, other than Saturday, Sunday or a statutory holiday in the Province of Ontario or the Province of Nova Scotia, on which banking institutions are open for business in the City of Toronto, Ontario and the City of Halifax, Nova Scotia;

“ Canadian ” has the meaning attributed to such term in section 55(1) of the Canada Transportation Act ;

“ CDS ” means CDS Clearing and Depository Services Inc., together with its successors from time to time;

“ CDS Participant ” means a member firm of CDS who participates in the Book-Based System;

“ CDSX ” means the clearing and settlement system currently utilized by CDS and CDS Participants;

“ Certificated Warrant ” means a Warrant evidenced by a writing or writings substantially in the form of Schedule 2.3;

“ Class A Variable Voting Share ” means a Class A Variable Voting Share of the Corporation;

“ Class B Voting Share ” means a Class B Voting Share of the Corporation;

“ Closing Price ” means on any Trading Day, the reported last sale price per Common Share (or if no last sale price is reported, the average of the bid and ask prices per Common Share or, if more than one in either case, the average of the average bid and the average ask prices per Common Share) on such date reported by the Recognized Stock Exchange, or if no such prices are available, the Closing Price shall be the fair value of a Common Share as reasonably determined by such nationally recognized independent investment banking firm as may be selected by the Board in its sole discretion (which determination shall be conclusive and shall be evidenced by a Certificate of the Corporation and delivered to the Warrant Agent);

“ Common Share Reorganization ” has the meaning attributed to such term in subsection 4.1(a);

“ Common Share ” means a Class A Variable Voting Share for non-Canadians and a Class B Voting Share for Canadians;

“ Confirmation ” has the meaning attributed to such term in subsection 3.1(c);

“ Convertible Securities ” has the meaning attributed to such term in subsection 4.1(i);

“ Corporation ” means Chorus Aviation Inc.;

“ Counsel ” shall mean, in the case of counsel to the Warrant Agent, any barrister, solicitor or other lawyer or firm of barristers, solicitors or other lawyers retained or employed by the Warrant Agent acceptable to the Corporation and, in the case of counsel to the Corporation, any barrister, solicitor or other lawyer or firm of barristers, solicitors or other lawyers retained or employed by the Corporation;

“ Current Market Price ” in respect of a Common Share at any date, means the volume weighted average price per Common Share for the 20 consecutive Trading Days ending on the fifth Trading Day before such date on the TSX or, if the Common Shares are not then listed on the TSX, then on such other stock exchange on which the Common Shares are then listed as may be selected by the Directors or, if the Common Shares are not then listed on a stock exchange, on the over-the-counter market; the volume weighted average price shall be determined by dividing the aggregate of the sales prices of all such Common Shares sold on such exchange or market, as the case may be, during the said 20 consecutive Trading Days by the total number of Common Shares so sold; provided that, if the Common Shares are not listed on a stock exchange and there is no market for the Common Shares during all or part of such period during which the Common Share Current Market Price thereof would otherwise be determined, the Common Share Current Market Price in respect of a Common Share shall in respect of all or such part of the period be determined by such nationally recognized independent investment banking firm as may be selected by the Board in its sole discretion, acting reasonably;

“ Director ” means a director of the Corporation from time to time and, unless otherwise specified herein, reference to action “ by the Directors ” means action by the directors of

the Corporation as the Board or, whenever duly empowered, action by any committee of the Board;

“ Exercise Date ” means, with respect to any Certificated Warrant, the date on which the Warrant Certificate representing such Warrant is surrendered for exercise in accordance with the provisions of Article 3 or in the case of an Uncertificated Warrant, the date on which CDS delivers the Confirmation to the Warrant Agent in accordance with the provisions of Article 3;

“ Exercise Price ” means $6.20 per Common Share, subject to any adjustments as provided herein;

“ Extraordinary Resolution ” has the meaning attributed to such term in Sections 7.10 and 7.11;

“ Governmental Authority ” means any government, parliament, legislature, tax authority or agency or any regulatory authority (including any stock exchange), agency, commission or board of any government, parliament or legislature, or any political subdivision thereof, or any court or (without limitation to the foregoing) any other law, regulation or rule making entity having jurisdiction in the relevant circumstances, or any Person acting under the authority of any of the foregoing (including any arbitrator with the authority to bind the parities at law) or any other governmental authority charged with the administration or enforcement of such laws, regulations or rules, including municipal authorities and school boards;

“ Holders ”

(a) with reference to Common Shares, means Shareholders;
(b) with reference to Warrants, means Warrantholders; and
(c) without reference to either Warrants or Common Shares, means Warrantholders;

“ Internal Procedures ” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register for Warrants maintained by the Warrant Agent at any time (including original issuance or registration of transfer of ownership), such customary internal procedures maintained by the Warrant Agent at such time for the entry, change or deletion to be completed pursuant to the operating procedures followed at the time by the Warrant Agent;

“ Issue Date ” means the date of issuance of the Warrants by the Corporation;

“ NI 45-106 ” means National Instrument 45-106 – Prospectus and Registration Exemptions ;

“ Officer of the Corporation ” means the Chairman, the President, the Chief Executive Officer, the Chief Financial Officer, any Executive Vice-President, the Secretary, or any

other officer of the Corporation customarily performing functions similar to those performed by any of the above designated officers;

“ Opinion of Counsel ” means a written opinion addressed to the Corporation and the Warrant Agent (among other addressees as applicable) by Counsel who shall be reasonably satisfactory to the Corporation and the Warrant Agent;

“ Outstanding ” when used with respect to Warrants shall mean, as of the date of determination, all Warrants theretofore certified and delivered by the Warrant Agent under this Indenture, except:

(a) Warrants theretofore cancelled by the Warrant Agent or delivered to the Warrant Agent for cancellation;
(b) Warrants that have been surrendered to the Warrant Agent pursuant to Article 3 or in exchange for or in lieu of which other Warrants have been certified and delivered pursuant to this Indenture, other than any such Warrants in respect of which there shall have been presented to the Warrant Agent proof satisfactory to it that such Warrants are held by a bona fide purchaser in whose hands such Warrants are valid obligations of the Corporation;

provided, however, that: (A) in determining whether the Holders of the requisite principal amount of Warrants then Outstanding have taken any Act hereunder, Warrants owned by the Corporation or any Affiliate of the Corporation shall be disregarded and deemed not to be then Outstanding; (B) in determining whether the Warrant Agent shall be protected in acting and relying upon such Act, only Warrants of which the Warrant Agent has actual notice that they are so owned shall be so disregarded; (C) Warrants so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Warrant Agent the pledgee’s right to act with respect to such Warrants and that the pledgee is not the Corporation or any Affiliate of the Corporation; and (D) a Holder that has become an Affiliate of the Corporation as a result of it or one or more of its Affiliates having converted some or all of its Warrants into Common Shares shall not be considered an Affiliate of the Corporation for the purpose of this determination;

“ Person ” shall be broadly interpreted and shall include any natural person, corporation, firm, partnership, joint venture, trustee, executor, liquidator of a succession, administrator, legal representative or other unincorporated association, trust, unincorporated organization, government or Governmental Authority and pronouns relating thereto have a similar extended meaning;

“ Pricing Date ” has the meaning attributed to such term in subsection 4.1(i);

“ Proceeding ” means any suit, action or other judicial or administrative proceeding;

“ Qualifying Jurisdictions ” means each of the provinces and territories of Canada;

“ Recognized Stock Exchange ” means the TSX or, if the Common Shares are not listed on the TSX, any other national securities exchange or market on which the Common Shares are then listed and posted for trading;

“ Registered Warrantholders ” means the Persons who are registered owners of Warrants, and for greater certainty, shall include CDS;

“ Reorganization ” has the meaning attributed to such term in subsection 4.1(b);

“ Rights ” has the meaning attributed to such term in subsection 4.1(f);

“ Rights Offering ” has the meaning attributed to such term in subsection 4.1(c);

“ Rights Plan ” has the meaning attributed to such term in subsection 4.1(f);

“ Share Rate ” means, at any time, the number of Common Shares which are issuable upon the exercise of the Warrants in accordance with Section 2.1, subject to adjustment in accordance with Article 4, such number being currently equal to one Common Share per Warrant;

“ Shareholders ” means the Persons who are registered owners of Common Shares, and for greater certainty, shall include CDS; provided, however, that in respect of any Common Shares registered in the name of CDS, includes the owners of such Common Shares who hold securities entitlements in respect of such Common Shares through a CDS Participant;

“ Special Distribution ” has the meaning attributed to such term in subsection 4.1(d);

“ Subsidiary ” has the meaning attributed thereto in NI 45-106;

“ this Warrant Indenture ”, “ this Indenture ”, “ herein ”, “ hereby ” and similar expressions mean and refer to this Indenture and any indenture, deed or instrument supplemental hereto; and the expressions “ Article ”, “ Section ”, “ subsection ” and “ paragraph ” followed by a number mean and refer to the specified article, section, subsection or paragraph of this Indenture;

“ Time of Expiry ” means 5:00 p.m. (Eastern Time) on April 6, 2022;

“ Trading Day ” means, with respect to any Recognized Stock Exchange or any other market for securities, any day on which such exchange or market is open for trading or quotation;

“ TSX ” means the Toronto Stock Exchange;

“ Uncertificated Warrant ” means any Warrant which is not a Certificated Warrant;

“ Unite d States ” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

“ Warrant ” means the purchase warrants entitling the Holders thereof to acquire Common Shares at any time up to the Time of Expiry on the basis of one Common Share for each whole Warrant upon payment of the Exercise Price, subject to adjustment as provided in Article 4 for the Share Rate, all upon the terms and conditions in this Indenture;

“ Warrant Agency ” means the principal transfer office of the Warrant Agent in Toronto, Ontario presently located at 1 Toronto Street, Suite 1200, Toronto. ON M5H 4A6, or such other place as may be designated by the Corporation in accordance with subsection 3.1(b);

“ Warrant Agent ” means AST Trust Company (Canada) or its successors from time to time in the trusts created by this Indenture;

“ Warrant Certificate ” means a certificate issued to evidence Warrants, substantially in the forms set out in Schedule 2.3 to this Indenture;

“ Warrantholders ” means the Registered Warrantholders and, in respect of any Warrants registered in the name of CDS, includes the owners of such Warrants who hold securities entitlements in respect of such Warrants through a CDS Participant;

“ Warrantholders’ Request ” means an instrument signed in one or more counterparts by Warrantholders representing in the aggregate not less than 66⅔% of the aggregate number of outstanding Warrants, requesting the Warrant Agent to take some action or proceeding specified therein; and

“ written order of the Corporation ”, “ written request of the Corporation ” and “ Certificate of the Corporation ” mean, respectively, a written order, request, and certificate signed in the name of the Corporation by any Officer of the Corporation or Director, and may consist of one or more instruments so executed.

1.2 Gender and Number

Unless herein otherwise expressly provided or unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

1.3 Interpretation Not Affected by Headings, etc.

The division of this Indenture into Articles and Sections, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture.

1.4 Day Not a Business Day

In the event that any day on or before which any action is required to be taken hereunder is not a Business Day, then such action shall be required to be taken at or before the requisite time on the next succeeding day that is a Business Day.

1.5 Time of the Essence

Time shall be of the essence of this Indenture.

1.6 Governing Law

This Indenture and each Warrant issued hereunder shall be governed 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 Ontario contracts.

1.7 Choice of Language

The parties hereby acknowledge that they have expressly required this Indenture and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressment demandées que la présente convention ainsi que tout avis, tout état de compte et tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.

1.8 Currency

Unless expressly provided to the contrary in this Indenture or in any Warrant, all dollar amounts referred to in this Indenture or in such Warrant are in Canadian dollars.

1.9 Beneficiaries

This Indenture is entered into by the Warrant Agent for the benefit of all such Persons who are issued Warrants in accordance with the terms of this Indenture and each of them shall upon issuance, be entered as Warrantholders. The Warrant Agent hereby declares that it holds all rights, interest and benefits to be derived therefrom for and on behalf of all such Persons in accordance with the terms and restrictions contained herein.

1.10 Acts of Holders

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in Person or by agents duly appointed in writing. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may, alternatively, be embodied in and evidenced by the record of Warrantholders voting in favour thereof, either in Person or by proxies duly appointed in writing, at any meeting of Warrantholders duly called and held in accordance with the provisions of Article 7, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such requisite instrument or instruments are delivered to the Warrant Agent and, where it is hereby expressly required, to the Corporation. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to

as the “ Act ” of the Holders signing such instrument or instruments. The record of any meeting of Warrantholders shall be provided in the manner specified in Section 7.7.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such instrument or writing acknowledged to such notary public or other officer the execution thereof. Where such execution is by a signer acting in a capacity, other than such signer’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any manner that the Warrant Agent deems sufficient, acting reasonably.
(c) If the Corporation or the Warrant Agent shall solicit from the Warrantholders any Act, the Corporation or the Warrant Agent, as the case may be, may, at its option, fix in advance a record date for the determination of Warrantholders entitled to take such Act, but the Corporation or the Warrant Agent, as the case may be, shall have no obligation to do so. Any such record date shall be fixed at the Corporation’s or the Warrant Agent’s discretion, as the case may be, provided that such record date shall be fixed on a date not more than 60 days prior to the Act. If such a record date is fixed, such Act may be sought or taken before or after the record date, but only the Warrantholders of record at the close of business on such record date shall be deemed to be Warrantholders for the purpose of determining whether Holders of the requisite proportion of Warrants Outstanding have authorized or agreed or consented to such Act, and for that purpose the Warrants Outstanding shall be computed as of such record date.
(d) Any Act of the Holder of any Warrant shall bind every future Holder of the same Warrant and the Holder of every Warrant issued upon the registration of transfer thereof or in exchange therefore or in lieu thereof in respect of anything done, suffered or omitted by the Warrant Agent or the Corporation in reliance thereon, whether or not notation of such action is made upon such Warrant.

1.11 Severability

If, in any jurisdiction, any provision of this Indenture or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision will, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Indenture and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other parties or circumstances.

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1.12 Force Majeure

No party shall be liable to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

1.13 Assignment, Successors and Assigns

Neither of the parties hereto may assign its rights or interest under this Indenture, except as otherwise expressly provided herein. Subject thereto, this Indenture shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. ARTICLE 2 ISSUE OF WARRANTS

2.1 Creation, Authorization and Issue of Warrants

Subject to any adjustments provided for in this Indenture, a maximum of 7,891,750 Warrants are hereby created and authorized for issuance by the Warrant Agent on behalf of the Corporation on the date hereof and thereafter. By written order of the Corporation, the Warrant Agent shall deliver Warrants in certificated or uncertificated form to Registered Warrantholders and record the names of the Registered Warrantholders on the Warrant register.

2.2 Terms of Warrants

(a) Subject to the provisions of this Indenture, the Warrants to be issued under this Indenture will be limited in the aggregate up to 7,891,750 Warrants and will entitle Warrantholders to purchase one Common Share for each whole Warrant held by such Warrantholder at any time up to the Time of Expiry at the Exercise Price; provided that:
(i) the Exercise Price and the number of Common Shares purchasable may be subject to increase or decrease so as to give effect to the adjustments required by Article 4 or may be modified from time to time in accordance with Article 7; and
(ii) in no event will any fractional Common Shares be issued upon the exercise of the Warrants.
(b) Each Warrant shall entitle the Holder thereof to such other rights and privileges as are set forth in this Indenture.

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2.3 Form of Warrants

A Warrant may be issued in certificated or uncertificated form. Each Warrant originally issued to a U.S. Person or a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States shall be evidenced in certificated form. All Warrants issued in certificated form shall be evidenced by a Warrant Certificate (including all replacements issued in accordance with this Indenture), substantially in the form set out in Schedule 2.3, shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Warrant Agent, prescribe, shall bear such legends as may be required under applicable securities laws and shall be issuable in any denomination. All Warrants issued to CDS may be in either certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Warrantholders to be maintained by the Warrant Agent in accordance with Section 2.11.

Each Warrantholder by purchasing such Warrants acknowledges and agrees that the terms and conditions set forth in the Warrant Certificate set out in Schedule 2.3 shall apply to all Warrants and Warrantholders regardless of whether such Warrantholders are Registered Warrantholders or owners of Warrants who beneficially hold security entitlements in respect of the Warrants through CDS.

2.4 Warrantholder Not a Shareholder

Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant or Warrant Certificate, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder or as any other shareholder of the Corporation, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to receive distributions and other allocations.

2.5 Warrants to Rank Pari Passu

All Warrants shall rank pari passu , whatever may be the actual date of issue thereof.

2.6 Warrant Certificates

(a) For Warrants issued in certificated form, the form of certificate representing Warrants shall be substantially as set out in Schedule 2.3 or such other form as is authorized from time to time by the Warrant Agent. Each Warrant Certificate shall be Authenticated on behalf of the Warrant Agent. Each Warrant Certificate shall be signed by any one of the Chief Executive Officer, Chief Financial Officer or Corporate Secretary of the Corporation whose signature shall appear on the Warrant Certificate and may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Corporation as if they had been signed manually. Any Warrant Certificate which has one signature as hereinbefore provided shall be valid notwithstanding that the person whose signature is printed, lithographed or mechanically reproduced no longer holds office at the date of issuance of such certificate. The Warrant

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Certificates may be engraved, printed or lithographed, or partly in one form and partly in another, as the Warrant Agent may determine.

(b) Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and Applicable Law, validly entitle the Holder to acquire Common Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture.
(c) No Certificated Warrant shall be considered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the Holder thereof to the benefits of this Indenture, until it has been Authenticated by signature by or on behalf of the Warrant Agent substantially in the form of the Warrant set out in Schedule 2.3 or such other form as is authorized from time to time by the Warrant Agent. Such Authentication on any such Certificated Warrant shall be conclusive evidence that such Certificated Warrant is duly Authenticated and is a valid and a binding obligation of the Corporation and that the Holder is entitled to the benefits of this Indenture. The Authentication by the Warrant Agent on any such Certificated Warrant hereunder shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Certificated Warrant or its issuance (except the due Authentication thereof and any other warranties by law) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Certificated Warrants or any of them or the proceeds thereof.
(d) No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the Holder thereof to the benefits of this Indenture, until it has been Authenticated. The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the Holder thereof is entitled to the benefits of this Indenture. The Warrant Agent shall enter on the register the particulars of an Uncertificated Warrant. Entry on the register shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Uncertificated Warrants (except the due Authentication thereof and any other warranties by law) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Uncertificated Warrants or any of them or the proceeds thereof. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts.

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2.7 Issue in Substitution for Warrant Certificates Lost, etc.

(a) In case any of the Warrant Certificates issued and certified hereunder shall become mutilated or be lost, destroyed or stolen, the Corporation, subject to Applicable Law and subsection 2.7(b), shall issue and thereupon the Warrant Agent shall certify and deliver, a new Warrant Certificate of like tenor, and bearing the same legend, if applicable, as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate. The substituted Warrant Certificate shall be in a form approved by the Warrant Agent and the Warrants evidenced thereby shall entitle the Holder thereof to the benefits hereof and shall rank equally in accordance with its terms with all other Warrants issued or to be issued hereunder.
(b) The applicant for the issue of a new Warrant Certificate pursuant to this Section 2.7 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation and to the Warrant Agent such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Warrant Agent in their sole discretion, acting reasonably, and such applicant shall also be required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and the Warrant Agent in their sole discretion, acting reasonably, and shall pay the reasonable charges of the Corporation and the Warrant Agent in connection therewith.

2.8 Exchange of Warrant Certificates

(a) Warrant Certificates representing any number of Warrants may before the Time of Expiry upon written instruction delivered by the Warrantholder to the Warrant Agent at the Warrant Agency, or such other place as may be designated by the Corporation from time to time with the approval of the Warrant Agent, be exchanged for one or more other Warrant Certificates representing the same aggregate number of Warrants, and bearing the same legend, if applicable, as represented under the Warrant Certificate or Warrant Certificates tendered for exchange.
(b) Warrant Certificates may be exchanged only at the Warrant Agency or at any other place that is designated by the Corporation with the approval of the Warrant Agent. Any Warrant Certificate tendered for exchange shall be surrendered to and cancelled by the Warrant Agent.
(c) Except as otherwise herein provided, the Warrant Agent may charge to the Warrantholder requesting an exchange of a Warrant Certificate or Warrant Certificates, a reasonable sum for each new Warrant Certificate issued in exchange for Warrant Certificate(s), and payment of such charges and reimbursement of the Warrant Agent or the Corporation for any and all applicable transfer or similar

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stamp taxes or governmental or other charges required to be paid in respect of such exchange shall be made by such Holder as a condition precedent to such exchange.

2.9 Transfer and Ownership of Warrants

(a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the Holder or its liquidator, trustee in bankruptcy, legal representatives, or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon (a) in the case of Certificated Warrants, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificates representing the Warrants to be transferred together with a duly executed Transfer Form (in the form attached to the Warrant Certificates), (b) in the case of Uncertificated Warrants, in accordance with procedures prescribed by CDS under the Book-Based System, and (c) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities;

and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue, within one Business Day, to the transferee of a Certificated Warrant a Warrant Certificate representing the Warrants transferred and the transferee of an Uncertificated Warrant shall be recorded through the relevant CDS Participant in accordance with the Book-Based System as the entitlement holder in respect of such Warrants.

(b) Subject to the provisions of this Indenture and Applicable Law, the Warrantholders shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants by any Warrantholder in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such Holder.

2.10 Book-Based System

(a) Registration of beneficial interests in, and transfers and pledges of, Warrants shall be made through the Book-Based System and no Warrant Certificate shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required to deal with Warrant exercises and restricted and/or legended securities.
(b) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book-Based System shall be limited to those established by Applicable Law and agreements between CDS and the CDS

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Participants and between such CDS Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book-Based System, and such rights must be exercised through a CDS Participant in accordance with the rules and procedures of CDS.

(c) Notwithstanding anything herein to the contrary, neither the Corporation, nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) records maintained by CDS relating to any ownership interests or any other interests in the Warrants or the depository system maintained by CDS, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the Book-Based System (other than CDS or its nominee); (ii) maintaining, supervising or reviewing any records of CDS or any CDS Participant relating to any such interest; or
(ii) any advice or representation made or given by CDS or those contained herein that relate to the rules and regulations of CDS or any action to be taken by CDS on its own direction or at the direction of any CDS Participant.
(d) The Corporation may terminate the application of this Section 2.10 in its sole discretion in which case all Warrants shall be evidenced by Warrant Certificates, as applicable.

2.11 Register and Transfer

(a) The Warrant Agent shall keep at the Warrant Agency: (i) a register of Registered Warrantholders in which shall be entered the names and addresses of the Registered Warrantholders and particulars of the Warrants held by them and (ii) a register of transfers in which all transfers of Warrants and the date and other particulars of each transfer shall be entered. Branch registers shall also be kept at such other place or places, if any, as the Corporation, with the approval of the Warrant Agent, may designate. Such registers will at all reasonable times be open for inspection by the Corporation and/or any Registered Warrantholder. The Warrant Agent will from time to time when requested to do so by the Corporation or any Registered Warrantholder, upon payment of the Warrant Agent’s reasonable charges, furnish a list of the names and addresses of Registered Warrantholders showing the number of Warrants held by each such Registered Warrantholder.
(b) No transfer of a Warrant shall be effective as against the Corporation unless made on one of the appropriate registers by the registered Holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent and the Corporation, upon compliance with such requirements as the Warrant Agent may prescribe, and unless such transfer shall have been duly noted on such Warrant by the Warrant Agent; provided, that no sale or transfer to a Person in the

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United States shall be made or become effective unless prior to such sale or transfer the Corporation and the Warrant Agent shall have been furnished, if requested by the Corporation or the Warrant Agent, (x) an Opinion of Counsel of recognized standing in form and substance reasonably satisfactory to the Corporation confirming that that such sale or transfer is exempt from, or not subject to, the registration requirements of the United States Securities Act of 1933 , and has been made in accordance with any applicable securities laws of any state of the United States, and (y) a duly completed United States transferee form in the form attached hereto as Schedule 2.3.

(c) The register shall be available for inspection by the Corporation and any Warrantholder during the Warrant Agent’s regular business hours on a Business Day and upon payment to the Warrant Agent of its reasonable fees. Any Warrantholder exercising such right of inspection shall first provide an affidavit in form satisfactory to the Corporation and the Warrant Agent stating the name and address of the Warrantholder and agreeing not to use the information therein except in connection with an effort to call a meeting of Warrantholders or to influence the voting of Warrantholders at any meeting of Warrantholders.
(d) Once an Uncertificated Warrant has been Authenticated, the information set forth in the register with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the Holder as provided herein, except that the Warrant Agent may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each Person who becomes a Holder of an Uncertificated Warrant, by its acquisition thereof, shall be deemed to have irrevocably (i) consented to the foregoing authority of the Warrant Agent to make such error corrections and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including reasonable legal fees of the Corporation and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent) sustained by the Corporation or the Warrant Agent as a proximate result of such error if but only if and only to the extent that such present or former Holder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Warrant Agent; provided, that no person who is a bona fide purchaser shall have any such obligation to the Corporation or to the Warrant Agent.

2.12 Legend on Warrants

Each certificate representing the Warrants issued on a private placement basis in Canada, and each certificate issued in exchange therefor or in substitution therefor, and each certificate for a Common Share on exercise thereof, or any ownership statement issued for such Warrants under the Book-Based System, shall bear the following legend, as applicable, unless otherwise directed by the Corporation:

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“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DATE OF ISSUANCE OF THE WARRANTS].”

In addition, each certificate representing the Warrants issued on a private placement basis in Canada, unless otherwise determined by the Corporation, shall bear the additional following legend if the Warrants are listed on the TSX:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE; HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TORONTO STOCK EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.”

In addition, each certificate representing Warrants that are issued by the Corporation to a Person in the United States shall, unless otherwise determined by the Corporation, bear the additional following legend:

“THE WARRANTS REPRESENTED HEREBY AND THE SHARES ISSUABLE ON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS OF THE UNITED STATES. NEITHER THIS WARRANT NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT THIS WARRANT AND ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO CHORUS AVIATION INC., (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH, AND IN A TRANSACTION MEETING THE REQUIREMENTS OF, RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN ACCORDANCE WITH, AND IN A TRANSACTION MEETING THE REQUIREMENTS OF, RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE

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REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, PROVIDED THAT IN THE CASE OF OFFERS, SALES OR TRANSFERS PURSUANT TO CLAUSES (B), (C) OR (D) ABOVE, A LEGAL OPINION AND/OR CERTIFICATE OR OTHER CERTIFICATION SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED.”

ARTICLE 3 EXERCISE OF WARRANTS

3.1 Method of Exercise of Warrants

(a) Subject to subsection 3.1(g), a registered Holder of Certificated Warrants may exercise the subscription right for each Warrant held to acquire Common Shares at the applicable Share Rate upon payment of the Exercise Price, by surrendering the Warrant Certificate evidencing such Warrant to the Warrant Agent at any time and from time to time prior to the Time of Expiry, at the Warrant Agency (or at such additional place or places as may be designated by the Corporation from time to time with the approval of the Warrant Agent), together with (i) a Warrant Certificate with the exercise form duly completed and executed by the Warrantholder, or its executors, administrators or other legal representatives, or its or their attorney duly appointed by an instrument in writing in form and manner satisfactory to the Warrant Agent; and (ii) a certified cheque, bank draft, money order or wire transfer payable to or to the order of the Corporation in lawful money of Canada at par in the city where the surrender occurs, in the amount of the aggregate Exercise Price of the Common Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form shall be deemed to be surrendered only upon personal delivery thereof at, or if sent by mail or other means of transmission, upon actual receipt thereof at, in each case, the Warrant Agency (or at such additional place or places as may be designated by the Corporation from time to time with the approval of the Warrant Agent).
(b) No Warrant may be exercised unless, prior to such exercise, the registered Holder of such Warrant shall have certified to the Corporation whether such Holder is a Canadian or non-Canadian so that such holder may properly be issued Class A Variable Voting Shares or Class B Voting Shares, as applicable.
(c) A beneficial holder of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his or her Warrants must do so by causing a CDS Participant to deliver to CDS on behalf of the entitlement holder, notice of the owner’s intention to exercise Warrants in a manner acceptable to CDS. Forthwith upon receipt by CDS of such notice, as well as payment for the aggregate Exercise Price, CDS shall deliver to

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the Warrant Agent confirmation of its intention to exercise Warrants (“ Confirmation ”) in a manner acceptable to the Warrant Agent, including by electronic means through the book entry registration system. An electronic exercise of the Warrants initiated by the CDS Participant through a book based registration system, including CDSX, shall constitute a representation to both the Corporation and the Warrant Agent that the beneficial owner at the time of exercise of such Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a Person in the United States; and (c) did not execute or deliver the notice of the owner’s intention to exercise such Warrants in the United States.

(d) Any exercise form referred to in subsections 3.1(a) and 3.1(c) shall be signed by the Warrantholder and shall specify the Person(s) in whose name(s) such Common Shares are to be issued, the address(es) of such Person(s) and the number of Common Shares to be issued to each such Person. If any of the Common Shares subscribed for are to be issued to a Person or Persons other than the Warrantholder, the Warrantholder shall comply with such reasonable requirements as the Warrant Agent may prescribe and shall pay to the Corporation, or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation shall not be required to issue or deliver certificates evidencing Common Shares unless or until such Warrantholder shall have paid to the Corporation, or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation, acting reasonably, that such tax has been paid or that no tax is due.
(e) Any exercise form attached to the Warrant Certificate determined to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby.
(f) In connection with the exercise or transfer of Warrant Certificates and exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the Warrant Agency as the agency at which Warrant Certificates may be surrendered for exercise or transfer or at which Warrants may be exercised and such other offices of the Warrant Agent as may be designated by the Corporation with the approval of the Warrant Agent.
(g) Notwithstanding anything herein contained, no Common Shares will be issued pursuant to the exercise of any Warrant if the exercise of the Warrants or the issuance of the underlying Common Shares would constitute a violation of the securities laws of any applicable jurisdiction.

3.2 Exercise of Warrants

(a) Notwithstanding anything herein contained, Warrants will be exercisable at the option of the Warrantholder on prior notice to the Corporation at any time up to the

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Time of Expiry. On each such exercise, each such Warrant will be convertible into one (1) freely-tradable, fully-paid and non-assessable Common Share.

(b) Warrants may be exercised by paying the Exercise Price in cash.

3.3 Transfer Restrictions

Notwithstanding anything herein contained, any transfer of Warrants will require compliance with the securities laws of any applicable jurisdiction. Further, the Corporation is entitled, and may direct the Warrant Agent, to refuse to recognize any transfer of any Warrant if such transfer, or, if applicable, the issue of Common Shares on exercise of such Warrant following such transfer, would (1) constitute a violation of the securities laws of any applicable jurisdiction, or (2) constitute a violation of the rules, regulations or policies of any regulatory authority having jurisdiction.

3.4 Effect of Exercise of Warrants

(a) Upon compliance by any Warrantholder with the provisions of Section 3.1, the Common Shares in respect of which the Warrants are exercised shall be deemed to have been issued and the Person or Persons to whom such Common Shares are to be issued shall be deemed to have become the Holder or Holders of Common Shares on the Exercise Date unless the transfer registers of the Corporation shall be closed by law on such date, in which case the Common Shares shall be deemed to have been issued and such Person or Persons deemed to have become the Holder or Holders of such Common Shares on the date on which such transfer registers are reopened.
(b) Forthwith following the due exercise of a Warrant pursuant to Section 3.1 and on the second Business Day following the day on which the Time of Expiry shall occur, the Warrant Agent shall deliver to the Corporation written notice setting forth the particulars of all Warrants exercised, if any, and the Persons in whose names the Common Shares are to be issued and the addresses of such Persons.
(c) Within five Business Days after the Exercise Date of a Warrant as set forth above, the Warrant Agent shall cause to be delivered or mailed to the Person in whose name the Warrant in respect of which the Warrants are exercised are to be issued, as specified in the exercise form attached to the Warrant Certificate evidencing the Warrant, at the address specified in such exercise form, or, if not so specified in such exercise form, cause to be delivered to such Person at the office of the Warrant Agent where such Warrant was surrendered, the certificates representing the Common Shares to be issued as specified in such exercise form registered in such name.

3.5 Expiration of Warrants

Immediately after the Time of Expiry, all rights under any Warrant in respect of which the right of acquisition herein and therein provided for shall not have been exercised shall cease and terminate and each Warrant shall be void, of no value and of no further force or effect.

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3.6 Cancellation of Surrendered Warrants

All Warrant Certificates surrendered to the Warrant Agent pursuant to subsection 2.8(b), Sections 2.9, 3.1 and 5.1 shall be retained by the Warrant Agent for cancellation and, after the expiry of any period of retention prescribed by law, perforated and marked cancelled by the Warrant Agent in accordance with its standard practices. Upon written request by the Corporation, the Warrant Agent shall furnish to the Corporation a certificate identifying the Warrant Certificates so cancelled.

3.7 Fractional Common Shares

A Warrantholder may not exercise a fraction of a Warrant. No certificate representing fractional Common Shares will be issued upon the exercise of any rights of purchase in a Warrant. Subscriptions for fractional Common Shares will not be accepted as such and will be deemed to be a subscription for the next smallest whole number of Common Shares.

3.8 Accounting and Recording

(a) The Warrant Agent shall as soon as practicable account to the Corporation with respect to Warrants exercised.
(b) The Warrant Agent shall record the particulars of Warrants exercised, which particulars shall include the names and addresses of the Persons who become Holders of Common Shares on exercise and the Exercise Date. The Warrant Agent shall provide such particulars in writing to the Corporation within five Business Days of any request by the Corporation therefor.

3.9 Partial Exercise of Warrants

Any Warrantholder may exercise less than all of the Warrants evidenced by a Warrant Certificate or under the Book-Based System and, in the case of a Holder of a Warrant Certificate, shall be entitled to receive, at no cost to such Holder, a Warrant Certificate in the form, signed and certified in accordance with Article 2, evidencing the number of Warrants held by the Warrantholder which remain unexercised, bearing the same legend, if applicable.

ARTICLE 4 ADJUSTMENT OF NUMBER OF COMMON SHARES

4.1 Adjustment of Number of Common Shares

After the date of this Indenture while any Warrants remain outstanding, the rights of acquisition in effect at any date attaching to the Warrants will be subject to adjustment from time to time as follows in this Section.

(a) If and whenever at any time from the date hereof and prior to the Time of Expiry, the Corporation shall:

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(i) subdivide, redivide or change its outstanding Common Shares into a greater number of Common Shares;
(ii) reduce, combine or consolidate its outstanding Common Shares into a smaller number of Common Shares; or
(iii) issue Common Shares (or securities convertible into Common Shares) to holders of all or substantially all of the outstanding Common Shares by way of a share dividend or other distribution of Common Shares or securities exchangeable or convertible into Common Shares;

(any such events in (i), (ii) and (iii) being a “ Common Share Reorganization ”), the Share Rate shall be adjusted immediately after the effective date or record date for the happening of a Common Shares Reorganization so that it equals the product of the Share Rate in effect on such effective date or record date and a fraction of which the numerator shall be the total number of Common Shares outstanding immediately after giving effect to such event and the denominator shall be the total number of Common Shares outstanding immediately prior to giving effect to such event. Such adjustment shall be made successively whenever any event referred to in this subsection 4.1(a) shall occur.

(b) If and whenever at any time from the date hereof and prior to the Time of Expiry, there is (i) a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in subsection 4.1(a), or (ii) a consolidation, arrangement, amalgamation, takeover or merger of the Corporation with or into any other body corporate, trust, partnership or other entity (other than a consolidation, arrangement, amalgamation, takeover or merger of the Corporation which does not result in any reclassification of the outstanding Common Shares), or (iii) a transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or other entity in which Holders of Common Shares are entitled to receive shares, other securities or other property, (any of such events being hereinafter in this Article 4 referred to as a “ Reorganization ”), any Warrantholder who has not exercised its right of acquisition prior to the effective date of such Reorganization shall upon the exercise of such right thereafter, be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, the kind and number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such Reorganization, or to which such sale or conveyance may be made, as the case may be, that such Warrantholder would have been entitled to receive on such Reorganization, if, on the record date or the effective date thereof, as the case may be, the Warrantholder had been the registered Holder of the number of Common Shares sought to be acquired by it, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this Article 4. In determining the kind and amount of securities or the property receivable upon exercise of the Warrants following the completion of a Reorganization, if the Holders of Common Shares have the right to elect the kind or amount of consideration receivable upon completion of such Reorganization,

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then each Warrantholder shall have the right to make a similar election (including, without limitation, being subject to similar proration constraints) upon exercise of the Warrants with respect to the securities or property that the Warrantholder will receive upon exercise of its Warrants.

(c) If and whenever the Corporation fixes a record date for the distribution to all or substantially all of the Holders of Common Shares of rights, options or warrants entitling them for a period expiring not more than 45 days after such record date to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price (or having a conversion price or exchange price) that is less than 95% of the Current Market Price on such record date (any such events being a “ Rights Offering ”), the Share Rate will be adjusted immediately after such record date so that it equals the product of the Share Rate in effect on such record date and a fraction, the denominator of which will be the total number of Common Shares outstanding on such record date plus the number of Common Shares arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price; and the numerator of which will be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the exchangeable securities so offered are exchangeable). Any Common Shares owned by or held for the account of the Corporation or any Subsidiary will be deemed not to be outstanding for the purpose of any such computation in accordance with the provisions of Section 10.9. Such adjustment will be made successively whenever such a record date is fixed. To the extent that any rights, options or warrants are not so issued or any such rights, options or warrants are not exercised before the expiration thereof, the Share Rate will then be readjusted to the Share Rate which would then be in effect if such record date had not been fixed or to the Share Rate which would then be in effect based upon the number and aggregate price of Common Shares (or securities exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.
(d) If and whenever the Corporation fixes a record date for the making of a dividend or distribution to all or substantially all the Holders of its outstanding Common Shares of:
(i) securities of the Corporation or a Subsidiary of the Corporation, including rights, options or warrants to acquire securities of the Corporation or Subsidiary of the Corporation or any of its property or assets and including evidences of indebtedness; or
(ii) any property or other assets, including evidences of its indebtedness,

then and in each such case, subject to Section 4.1(e), if such distribution or dividend does not constitute a Common Share Reorganization or a Rights Offering (any of

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such non-excluded events being a “ Special Distribution ”), the Share Rate will be adjusted immediately after such record date so that it equals the product of the Share Rate in effect on such record date and a fraction, the denominator of which will be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on the earlier of such record date and the date on which the Corporation announces its intention to make such a distribution, less the aggregate fair market value (as determined by the Board, which determination will be conclusive, subject to the prior written consent of the TSX) of such units, shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and the numerator of which will be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price. Any Common Shares owned by or held for the account of the Corporation or any Subsidiary will be deemed not to be outstanding for the purpose of any such computation in accordance with the provisions of Section 10.9. If the amount of cash dividend or distribution applicable to one Common Share is equal to or greater than the Current Market Price per Common Share on the determination date referred to above, then in lieu of the foregoing adjustment, adequate provision shall be made so that each Warrantholder shall have the right to receive, upon exercise, the amount of cash so distributed that such Warrantholder would have received had such Warrantholder converted each Warrant on such determination date referred to above. In the event that such dividend or distribution is not so paid or made, the Share Rate shall again be adjusted to be the Share Rate that would then be in effect if such dividend or distribution had not been declared. Such adjustment will be made successively whenever such a record date is fixed. To the extent that such distribution is not so made, the Share Rate will then be readjusted to the Share Rate which would then be in effect if such record date had not been fixed or to the Share Rate which would then be in effect based upon such units, shares, rights, options, warrants, evidences of indebtedness or assets actually distributed, as the case may be.
(e) If and whenever at any time prior to the Time of Expiry the Corporation shall fix a record date for the payment of a cash dividend or distribution to the holders of all or substantially all of the outstanding Common Shares, the Share Rate shall be adjusted immediately after such record date so that it shall be equal to the price determined by multiplying the Share Rate in effect on such record date by a fraction, of which the denominator shall be the Current Market Price on such record date and of which the numerator shall be the Current Market Price on such record date minus the incremental increase in cash per Common Share distributed to holders of Common Shares. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such cash dividend or distribution is not paid, the Share Rate shall be re-adjusted to the Share Rate which would then be in effect if such record date had not been fixed.
(f) With respect to any rights or warrants (the “ Rights ”) that may be issued or distributed pursuant to any rights plan of the Corporation (a “ Rights Plan ”), to the extent that such Rights Plan is in effect at the Exercise Date, the Warrantholders will receive, with respect to the Common Shares issued upon such exercise, the Rights described therein (whether or not the Rights have separated from the

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Common Shares at the time of exercise), subject to the limitations set forth in and in accordance with any such Rights Plan; provided that, if, at the time of exercise, however, the Rights have separated from the Common Shares in accordance with the provisions of the Rights Plan so that Warrantholders would not be entitled to receive any rights in respect of the Common Shares issuable upon exercise of the Warrants as a result of the timing of the Exercise Date, then (unless the Corporation distributes such Rights to the Warrantholders at the time of separation as if each Warrantholder had exercised their Warrants immediately prior to the record date with respect to such distribution) the Share Rate in effect immediately prior to the record date fixed for the determination of Shareholders entitled to receive such Rights on separation shall be adjusted so that the same shall equal the rate determined by multiplying the Share Rate in effect immediately prior to such record date by a fraction of which the numerator shall be the Current Market Price per Common Share on such record date and of which the denominator shall be Current Market Price per Common Share on such record date less the fair market value (as determined in good faith by the Board, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by a Certificate of the Corporation delivered to the Warrant Agent) on such record date of the Rights applicable to one Common Share, subject to appropriate readjustment in the event of the expiration, termination, repurchase or redemption of the Rights. Other than as specified in this subsection 4.1(f), there will not be any adjustment to the Share Rate as the result of the issuance of any Rights, the distribution of separate certificates representing such Rights, the exercise or redemption of such Rights in accordance with any Rights Plan or the termination or invalidation of any Rights.

(g) If any issuer bid (as defined in subsection 4.1(h)) made by the Corporation or any of its Subsidiaries for all or any portion of either class of Common Shares expires, then, if the issuer bid shall require the payment to Shareholders of consideration per Common Share having a fair market value (determined as provided below) that exceeds the Closing Price on a Recognized Stock Exchange on the Trading Day next succeeding the last date (the “ Expiration Date ”) deposits could have been made pursuant to such issuer bid (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the “ Expiration Time ”), the applicable Share Rate shall be increased so that the same shall equal the rate determined by multiplying the Share Rate in effect immediately prior to the close of business on the Expiration Date by a fraction of which the numerator shall be the sum of (A) the fair market value of the aggregate consideration (the fair market value as determined in good faith by the Board, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by a Certificate of the Corporation delivered to the Warrant Agent) payable to Shareholders based on the acceptance (up to any maximum specified in the terms of the issuer bid) of all Common Shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the “ Purchased Shares ”) and (B) the product of the number of Common Shares outstanding (less any Purchased Shares and excluding any shares held in the treasury of the Corporation) at the Expiration Time and the Closing Price per Common Share on the Trading

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Day next succeeding the Expiration Date and the denominator of which shall be the product of the number of Common Shares outstanding (including Purchased Shares but excluding any shares held in the treasury of the Corporation) at the Expiration Time multiplied by the Closing Price per Common Share on the Trading Day next succeeding the Expiration Date, such increase to become effective immediately prior to the opening of business on the seventh Trading Day following the Expiration Date. In the event that the Corporation is obligated to purchase shares pursuant to any such issuer bid, but the Corporation is permanently prevented by Applicable Law from effecting any or all such purchases or any or all such purchases are rescinded, the Share Rate shall again be adjusted to be the Share Rate which would have been in effect based upon the number of shares actually purchased, if any. If the application of this subsection 4.1(g) to any issuer bid would result in a decrease in the Share Rate, no adjustment shall be made for such issuer bid under this subsection 4.1(g).

(h) For purposes of this Section, the term “ issuer bid ” shall mean and include both issuer bids and exchange offers and excludes any exempt issuer bid carried out in accordance with applicable Canadian securities laws, all references to “purchases” of shares in issuer bids (and all similar references) shall mean and include both the purchase of shares in issuer bids and the acquisition of shares pursuant to exchange offers, and all references to “ tendered shares ” (and all similar references) shall mean and include shares tendered in both issuer bids and exchange offers.
(i) If, the Corporation shall issue Common Shares (or rights or warrants or other securities exercisable or convertible into or exchangeable for Common Shares) (collectively, “ Convertible Securities ”) pursuant to a non-public offering (other than in Permitted Transactions (as defined below), or a transaction to which Section 4.1(d)(i) is applicable) without consideration or at a consideration per Common Share (or having a conversion price per Common Share) that is less than 95% of the Current Market Price on the last trading day preceding the date of the agreement on pricing such Common Shares (or such Convertible Securities) (such date of the agreement on pricing, the “ Pricing Date ”) (any such events being a “ Non-Public Offering ”) then, in such event, the Share Rate in effect immediately prior to the Pricing Date shall be increased so that the same shall equal the rate determined by multiplying such Share Rate by a fraction of which the numerator shall be the sum of (A) the number of Common Shares outstanding immediately prior to the Pricing Date and (B) the number of additional Common Shares issued (or into which Convertible Securities may be exercised or converted) and of which the denominator shall be the sum of (A) the number of Common Shares outstanding immediately prior to the Pricing Date and (B) the number of Common Shares which the aggregate consideration receivable by the Corporation for the total number of Common Shares so issued (or into which Convertible Securities may be exercised or converted) would purchase at the Current Market Price on the last Trading Day preceding the Pricing Date, such increase to become effective immediately prior to the opening of business on the seventh Trading Day following the closing of the Non-Public Offering.

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For purposes of the foregoing, the aggregate consideration receivable by the Corporation in connection with the issuance of such Common Shares or Convertible Securities shall be deemed to be equal to the sum of the offering price (including the fair market value (as determined in good faith by the Board, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by a Certificate of the Corporation delivered to the Warrant Agent) of any non-cash consideration and after deduction of any related expenses payable to third parties) of all such securities plus the minimum aggregate amount, if any, payable upon exercise or conversion of any such Convertible Securities into Common Shares; and “ Permitted Transactions ” shall mean issuances (i) in a merger or consolidation transaction, (ii) in connection with employee benefit plans and compensation related arrangements in the ordinary course and consistent with past practice approved by the Board, or (iii) in connection with a public or broadly marketed offering and sale of Common Shares, securities convertible into Common Shares or rights or warrants entitling the holder to purchase Common Shares for cash, conducted on a basis consistent with offerings by public companies of similar size in their own capital raising transactions. Such adjustments shall be made successively for whatever Common Shares are issued (or into which Convertible Securities may be exercised or converted).

(j) The adjustments provided for in this Article 4 in the number of Common Shares and classes of securities which are to be received on the exercise of Warrants are cumulative and will be computed to the nearest one-hundredth of a Common Share. After any adjustment pursuant to this Section, the term “ Common Shares ” where used in this Indenture shall be interpreted to mean Common Shares or securities of any class or classes or property that, as a result of such adjustment and all prior adjustments pursuant to this Section, the Warrantholder is entitled to receive upon the exercise of its Warrant, and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common Shares or other property or securities that a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the exercise of a Warrant. Provided that, notwithstanding any other provision for this Section, no adjustment of the Share Rate will be required:
(i) unless such adjustment would require an increase or decrease of at least 1% in the Share Rate then in effect (provided, however, that any adjustment which by reason of this subsection is not required to be made will be carried forward and taken into account in any subsequent adjustment);
(ii) if, in respect of any event described in this Section (other than the events referred to in clauses 4.1(a)(i) and 4.1(a)(iii)), the Holders of Warrants are entitled to participate in such event on the same terms (subject to receipt of any approval required by the TSX), with the necessary changes, as if the Warrants had been exercised prior to or on the effective date of or record date for such event;

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(iii) in respect of any Common Shares issuable or issued pursuant to any stock option or stock purchase plan in force from time to time for Directors, officers or employees of the Corporation or of Subsidiaries of the Corporation; or
(iv) in respect of any Common Shares issuable or issued pursuant to the Warrants.
(k) For purposes of this Section 4.1, “ record date ” shall mean, with respect to any dividend, distribution or other transaction or event in which the Holders of Common Shares have the right to receive any cash, securities or other property or in which the Common Shares (or other applicable security) is exchanged or converted into any combination of cash, securities or other property, the date fixed for determination of Shareholders entitled to receive such cash, security or other property (whether or not such date is fixed by the Board or by statute, contract or otherwise).
(l) If one or more events occur requiring an adjustment be made to the Share Rate for a particular period, adjustments to the Share Rate shall be determined by the Board to reflect the combined impact of such Share Rate adjustment events, as set out in this Section 4.1, during such period.
(m) If the Corporation sets a record date to determine the Shareholders for the purpose of entitling them to receive any distribution or sets a record date to take any other action and thereafter and before the distribution to such Shareholders of any such distribution or the taking of any other action, legally abandons its plan to pay or deliver such distribution or take such other action, then no adjustment in the Share Rate shall be made.
(n) In the absence of a resolution of the Board fixing a record date for a Special Distribution or Rights Offering, the Corporation will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected.
(o) If the Corporation, after the date hereof, shall take any action affecting any Common Shares, other than an action described in this Section 4.1, which in the opinion of the Directors, acting reasonably, would materially affect the rights of Warrantholders, the Share Rate shall be adjusted in such manner, if any, and at such time, as the Directors, acting reasonably, may determine to be equitable in the circumstances, provided that no such adjustment will be made unless any requisite prior approval of any stock exchange on which the Common Shares are listed for trading has been obtained. Failure of the taking of action by the Directors so as to provide for an adjustment in the Share Rate prior to the effective date of any action by the Corporation affecting the Common Shares shall be conclusive evidence that the Directors have determined that it is equitable to make no adjustment in the circumstances.

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(p) As a condition precedent to the taking of any action that would require an adjustment pursuant to this Section 4.1, the Corporation shall take any action which may be necessary, including obtaining regulatory, TSX or Shareholder approvals or exemptions, in order that the Corporation may thereafter validly and legally issue as fully paid and non-assessable all Common Shares that the Warrantholder is entitled to receive upon exercise of this Warrant pursuant to this Section 4.1.
(q) Where any adjustment is made to the Share Rate pursuant to this Section 4.1, a corresponding adjustment shall be made to the Exercise Price by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction of which the numerator shall be the Share Rate in effect immediately prior to such adjustment and the denominator shall be the Share Rate in effect immediately following such adjustment.

4.2 Entitlement to Common Shares on Exercise of Warrant

All Common Shares of which a Warrantholder is at the time in question entitled to receive on the exercise of its Warrants, whether or not as a result of adjustments made pursuant to this Article 4, shall, for the purposes of the interpretation of this Indenture, be deemed to be Common Shares which such Warrantholder is entitled to acquire pursuant to such Warrants.

4.3 Determination by Independent Investment Banking Firm

In the event of any question arising with respect to the adjustments provided for in this Article 4, such question shall be conclusively determined by such nationally recognized independent investment banking firm as may be selected by the Board in its sole discretion, acting reasonably, who shall have access to all necessary records of the Corporation, and such determination, absent manifest error, shall be binding upon the Corporation, the Warrant Agent, all Warrantholders and all other Persons interested therein. If any such determination is made, the Corporation will deliver a Certificate of the Corporation to the Warrant Agent describing such determination.

4.4 Proceedings Prior to any Action Requiring Adjustment

As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the number of Common Shares which are to be received upon the exercise thereof, the Corporation shall take any action which may, in the Opinion of Counsel, be necessary in order that the Corporation has unissued and reserved in its authorized capital and may validly and legally issue, as fully paid and non-assessable, all the Common Shares and other securities or property which the Holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

4.5 Certificate of Adjustment

The Corporation shall from time to time within 14 days after the occurrence of any event which requires an adjustment or readjustment as provided for in Section 4.1, deliver a Certificate of the Corporation to the Warrant Agent specifying the nature of the event requiring

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the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment or readjustment specified therein shall be verified by the Corporation’s auditors or independent investment banking firm upon whose verification the Warrant Agent shall be entitled to act and rely and shall be protected in so acting and relying. When so verified, the Warrant Agent shall forthwith give written notice to the Warrantholders specifying the event requiring such adjustment or readjustment and the results thereof. Such form of written notice shall be provided by the Corporation to the Warrant Agent.

4.6 Applicability

If, in the opinion of the Directors, acting reasonably, the provisions of this Article 4 are not strictly applicable, or if strictly applicable, would not fairly protect the rights of the Warrantholders, in the event the Corporation takes any action affecting the Common Shares issuable on the exercise of the Warrants, in accordance with the intent and purposes of this Indenture, the Directors will, subject to the prior approval, if required, of any applicable stock exchange or regulatory authority, make any adjustment in such provisions as the Directors deem appropriate.

4.7 Notice of Special Matters

(a) The Corporation covenants with the Warrant Agent that, so long as any Warrant remains outstanding, it will give notice to the Warrant Agent and to the Warrantholders of its intention to fix the record date for the issuance of rights, options, distributions or warrants (other than the Warrants) to all or substantially all the Holders of its outstanding Common Shares. Such notice shall specify the particulars of such event and the record date for such event and the required adjustment (and in the case of notice to the Warrant Agent, the computation of such adjustment); provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice shall be given in each case not less than 14 days prior to such applicable record date.
(b) In case any adjustment for which a notice in subsection 4.7(a) has been given is not then determinable, the Corporation shall promptly after such adjustment is determinable (i) file a Certificate of the Corporation with the Warrant Agent evidencing a computation of such adjustment; and (ii) give notice to the Warrantholders of the adjustment.
(c) Once a notice pursuant to this Section 4.7 has been given, the Warrant Agent shall be entitled to rely absolutely and shall be protected in so relying on any adjustment calculation of the Corporation or the independent investment banking firm referred to in Section 4.3.

4.8 No Action after Notice

The Corporation covenants with the Warrant Agent that it will not close its transfer books or take any other action which might deprive the Holder of a Warrant of the opportunity to

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exercise its right of acquisition pursuant thereto during the period of 14 days after the giving of the notice set forth in Section 4.7.

4.9 Protection of Warrant Agent

Except as provided in Article 9, the Warrant Agent shall not:

(a) at any time be under any duty or responsibility to any Warrantholder to determine whether any facts exist which may require any adjustment contemplated by Section 4.1, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same;
(b) be accountable with respect to the validity or value (or the kind or amount) of any Common Shares, or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant;
(c) be responsible for any failure of the Corporation to issue, transfer or deliver Common Shares, or certificates for the same, upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants contained in this Article 4; and
(d) incur any liability or responsibility whatsoever or be in any way responsible for the consequences of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the agents or servants of the Corporation.

ARTICLE 5

RIGHTS OF THE CORPORATION AND COVENANTS

5.1 Optional Purchases by the Corporation

Subject to compliance with applicable securities legislation and approval of applicable regulatory authorities, the Corporation may from time to time purchase, by private contract or otherwise, all or any of the Warrants. Any such purchase shall be made at the lowest price or prices at which, in the opinion of the Board, such Warrants are then obtainable, plus reasonable costs of purchase, and may be made in such manner, from such Persons and on such other terms as the Corporation, in its sole discretion, may determine. In the case of Certificated Warrants, Warrant Certificates representing the Warrants purchased pursuant to this Section 5.1 shall forthwith be delivered to and cancelled by the Warrant Agent. In the case of Uncertificated Warrants, the Warrants purchased pursuant to this Section 5.1 shall be reflected accordingly in accordance with procedures prescribed by CDS under the Book-Based System. No Warrants shall be issued in replacement thereof. If required by the Corporation, the Warrant Agent will furnish the Corporation with a certificate as to such cancellation.

5.2 General Covenants

The Corporation represents, warrants and covenants with the Warrant Agent that so long as any Warrants remain outstanding:

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(a) the Corporation is duly authorized to create and issue the Warrants and the Warrant Certificates, when issued and countersigned as herein provided, will be valid and enforceable against the Corporation;
(b) the Corporation will use its best efforts to cause the Warrant Agent to keep open on Business Days the registers of Holders and registers of transfers referred to in Section 2.11 and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from exercising any of the Warrants or receiving any of the Common Shares upon such exercise;
(c) generally, the Corporation will truly perform and carry out all acts and things to be done by it as provided in this Indenture and will not take any action which might reasonably be expected to deprive the Warrantholders of their rights to acquire Common Shares upon the exercise of the Warrants;
(d) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Warrants, in the event that the Corporation does not have an unlimited number of Common Shares authorized;
(e) it will cause the Common Shares and the certificates representing the Common Shares from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof;
(f) all Common Shares which shall be issued upon exercise of the right to acquire provided for herein and in the Warrant Certificates shall be fully paid and nonassessable;
(g) take such actions as are necessary to accord with Applicable Laws and use its commercially reasonable efforts obtain any approvals or satisfy any requirements of the TSX or any other principal stock exchange on which the Common Shares may be traded or listed that are applicable to the exercise of rights attaching to the Warrants or applicable to the Corporation solely as a result of the issuance of the Common Shares;
(h) subject to the express provisions hereof, it will carry on and conduct and will cause to be carried on and conducted its business in a proper and efficient manner;
(i) it will use its commercial reasonable efforts to ensure that all Common Shares outstanding or issuable hereunder from time to time are listed and posted for trading on the TSX and any other principal stock exchange on which the Common Shares are or may be traded or listed until the Time of Expiry;
(j) it will make all requisite filings under applicable Canadian securities legislation and will take all such reasonable steps and actions including those necessary to remain a reporting issuer (or its equivalent) not in default of the requirements of the securities legislation and regulations of in the Qualifying Jurisdictions; and

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(k) it will maintain its existence until the Time of Expiry other than as specifically provided herein.

5.3 Warrant Agent’s Remuneration and Expenses

The Corporation covenants that it will pay to the Warrant Agent from time to time reasonable remuneration for its services as Warrant Agent hereunder and will pay or reimburse the Warrant Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration or execution of the trusts hereby created (including the reasonable compensation and the disbursements of its Counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder shall be finally and fully performed, except any such expense, disbursement or advance as may arise out of or result from the Warrant Agent’s bad faith, willful misconduct or gross negligence of a right, duty or obligation by the Warrant Agent. For greater certainty, the Corporation shall also pay an agreed rate of interest levied by the Warrant Agent on invoices outstanding for greater than 30 days. This Section shall survive the resignation or removal of the Warrant Agent and/or the termination of this Indenture.

5.4 Performance of Covenants by Warrant Agent

If the Corporation shall fail to perform any of its covenants contained in this Warrant Indenture, the Corporation must promptly notify the Warrant Agent in writing of such failure, and upon receipt by the Warrant Agent of such notice, the Warrant Agent may notify the Warrantholders of such failure on the part of the Corporation and/or may itself perform any of the covenants capable of being performed by it but, subject to Article 9, shall be under no obligation to perform said covenants or to notify the Warrantholders of such performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 5.3. No such performance, expenditure or advance by the Warrant Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

5.5 Covenants for Warrantholders

The covenants of the Corporation to the Warrant Agent provided for in this Indenture shall be for the benefit of the Warrantholders and it is the intention of the Corporation to constitute the Warrant Agent as trustee for the Warrantholders and the Warrant Agent agrees to accept such trust and to hold the benefit of such covenants in trust for and on behalf of the Warrantholders. ARTICLE 6 ENFORCEMENT

6.1 Suits by Warrantholders

Subject to Section 7.10, all or any of the rights conferred upon any Warrantholder by any of the terms of the Warrant Certificates or of this Indenture, or of both, may be enforced by the Warrantholder by appropriate proceedings but without prejudice to the right which is hereby

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conferred upon the Warrant Agent to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of the Warrantholders.

6.2 Warrant Agent May Institute all Proceedings

The Warrant Agent shall also have the power at any time and from time to time to institute and to maintain such suits and Proceedings as it may be advised shall be necessary or advisable to preserve and protect its interests and the interests of the Warrantholders.

Any such suit or Proceeding instituted by the Warrant Agent may be brought in the name of the Warrant Agent as trustee of an express trust, and any recovery of judgment shall be for the rateable benefit of the Holders of the Warrants subject to the provisions of this Indenture. In any Proceeding brought by the Warrant Agent (and also any Proceeding in which a declaratory judgment of a court may be sought as to the interpretation or construction of any provision of this Indenture, to which the Warrant Agent shall be a party) the Warrant Agent shall be held to represent all the Holders of the Warrants, and it shall not be necessary to make any Holders of the Warrants parties to any such Proceeding.

6.3 Immunity of Shareholders, etc.

Subject to Applicable Law, the Warrant Agent and, by the acceptance of the Warrant Certificates and as part of the consideration for the issue of the Warrants, the Warrantholders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past, present or future shareholder, trustee, officer, employee or agent of the Corporation or any successor Corporation on any covenant, agreement, representation or warranty by the Corporation herein or in the Warrant Certificates.

6.4 Limitation of Liability

The obligations hereunder are not personally binding upon, nor shall resort hereunder be had to, the private property of any of the past, present or future Directors or Shareholders of the Corporation or any successor Corporation or any of the past, present or future officers, employees or agents of the Corporation or any successor Corporation, but only the property of the Corporation or any successor Corporation shall be bound in respect hereof. ARTICLE 7 MEETINGS OF WARRANTHOLDERS

7.1 Right to Convene Meetings

The Warrant Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request and upon being indemnified to its reasonable satisfaction and funded by the Corporation or by the Warrantholders signing such Warrantholders’ Request, as the case may be, against the cost which may be incurred in connection with the calling and holding of such meeting, call and convene a meeting of the Warrantholders. In the event of the Warrant Agent failing to send notice calling a meeting within 14 days after receipt of such written request of the Corporation or such Warrantholders’ Request and indemnity

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and funding given as aforesaid, the Corporation or such Warrantholders, as the case may be, may call and convene such meeting. Every such meeting shall be held in the City of Toronto, Ontario or at such other place as may be approved or determined by the Warrant Agent.

7.2 Notice

At least 10 Business Days’ prior notice of any meeting of Warrantholders shall be given to the Warrantholders in the manner provided for in Section 10.2 and a copy of such notice shall be sent to the Warrant Agent (unless the meeting has been called by the Warrant Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the time when and the place where the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Warrantholders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution, other than an Extraordinary Resolution, to be proposed or any of the provisions of this Article 7.

7.3 Chairman

An individual (who need not be a Warrantholder) designated in writing by the Warrant Agent shall be chairman of the meeting and if no individual is so designated, or if the individual so designated is not present within 15 minutes from the time fixed for the holding of the meeting, the Warrantholders present in person or by proxy shall choose some individual (who need not be a Warrantholder) present to be chairman.

7.4 Quorum

Subject to the provisions of Section 7.11, at any meeting of the Warrantholders a quorum shall consist of at least two Warrantholders present in person or represented by proxy and representing at least 25% of the aggregate number of then outstanding Warrants. If a quorum of the Warrantholders shall not be present within 30 minutes from the time fixed for holding any meeting, the meeting, if summoned by the Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum be present at the commencement of business. At the adjourned meeting the Warrantholders present in person or represented by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not represent at least 25% of the then outstanding Warrants.

7.5 Power to Adjourn

The chairman of any meeting at which a quorum of the Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

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7.6 Show of Hands

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

7.7 Poll and Voting

On every Extraordinary Resolution, and on any other question submitted to a meeting and before or after a vote by show of hands when demanded by the chairman or by one or more of the Warrantholders acting in person or by proxy, a poll shall be taken in such manner as the chairman shall direct. Questions other than those required to be determined by Extraordinary Resolution shall be decided by a majority of the votes cast on the poll. On a show of hands, every person who is present and entitled to vote, whether as a Warrantholder or as proxy for one or more absent Warrantholders, or both, shall have one vote. On a poll, each Warrantholder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Warrant then held or represented by it. A proxy need not be a Warrantholder. The chairman of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Warrants, if any, held or represented by him.

7.8 Regulations

The Warrant Agent, or the Corporation with the approval of the Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit for:

(a) the setting of the record date for a meeting for the purpose of determining Warrantholders entitled to receive notice of and to vote at the meeting;
(b) the deposit of instruments appointing proxies at such place and time as the Warrant Agent, the Corporation or the Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct;
(c) the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, telephoned or sent by telecopier transmission or other electronic means before the meeting to the Corporation or to the Warrant Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting;
(d) the form of the instrument of proxy; and
(e) generally for the calling of meetings of Warrantholders and the conduct of business thereat.

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Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as a Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Warrantholders or their counsel, or duly appointed proxies of Warrantholders.

7.9 Corporation and Warrant Agent May be Represented

The Corporation and the Warrant Agent, by their respective employees, directors and officers, and the Counsel for the Corporation and for the Warrant Agent may attend any meeting of the Warrantholders, but shall have no vote as such unless in their capacity as a Warrantholder.

7.10 Powers Exercisable by Extraordinary Resolution

Subject to the matters listed in Section 10.4 (which may only be exercised with the consent of each Warrantholder), in addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Warrantholders at a meeting shall, subject to receipt of the prior approval of the applicable Recognized Stock Exchange and subject to the provisions of Section 7.11, have the power, exercisable from time to time by Extraordinary Resolution:

(a) subject to the consent of the Warrant Agent and the Corporation, to agree to any modification, abrogation, alteration, compromise or arrangement of any material rights of Warrantholders or the Warrant Agent in its capacity as warrant agent hereunder or on behalf of the Warrantholders against the Corporation whether such rights arise under this Indenture or the Warrant Certificates or otherwise;
(b) to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Warrantholders;
(c) to direct or to authorize the Warrant Agent to enforce any of the covenants on the part of the Corporation contained in this Indenture or the Warrant Certificates or to enforce any of the rights of the Warrantholders in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;
(d) to waive, and to direct the Warrant Agent to waive, any default on the part of the Corporation in complying with any provisions of this Indenture or the Warrant Certificates either unconditionally or upon any conditions specified in such Extraordinary Resolution;
(e) to restrain any Warrantholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Indenture or the Warrant Certificates or to enforce any of the rights of the Warrantholders;
(f) to direct any Warrantholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the

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costs, charges and expenses reasonably and properly incurred by such Warrantholder in connection therewith;

(g) to assent to any change in or omission from the provisions contained in the Warrant Certificates and this Indenture or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission;
(h) to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Warrant Agent to exercise, on behalf of the Warrantholders, such of the powers of the Warrantholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee and the Warrant Agent. Such committee shall consist of such number of persons as shall be prescribed in the resolution appointing it and the members need not be themselves Warrantholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Warrantholders. Neither the committee nor any member thereof nor the Warrant Agent shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith;
(i) to remove the Warrant Agent or its successor in office and to appoint a new Person to take the place of the Warrant Agent so removed; and
(j) to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with Holders of any Common Shares or other securities of the Corporation.

7.11 Meaning of Extraordinary Resolution

(a) The expression “ Extraordinary Resolution ” when used in this Indenture means, subject as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution proposed to be passed as an Extraordinary Resolution at a meeting of Warrantholders (including an adjourned meeting) duly convened for that purpose and held in accordance with the provisions of this Article 7 at which there are present in person or by proxy Warrantholders representing at least 25% of the aggregate number of the then outstanding Warrants and passed by the affirmative votes of Warrantholders representing not less than 66⅔% of the aggregate number of Warrants then outstanding represented at the meeting and voted on the poll upon such resolution.

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(b) If, at any such meeting at which an Extraordinary Resolution is to be considered, Warrantholders representing at least 25% of the then outstanding Warrants are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 15 or more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than 10 days’ prior notice shall be given of the time and place of such adjourned meeting in the manner provided for in Section 10.2. Such notice shall state that at the adjourned meeting the Warrantholders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in subsection 7.11(a) shall be an Extraordinary Resolution within the meaning of this Indenture notwithstanding that Warrantholders representing at least 25% of the then outstanding Warrants are not present in person or by proxy at such adjourned meeting.
(c) Votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

7.12 Powers Cumulative

Any one or more of the powers or any combination of the powers in this Indenture stated to be exercisable by the Warrantholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the rights of the Warrantholders to exercise such power or powers or combination of powers then or thereafter from time to time.

7.13 Minutes

Minutes of all resolutions and proceedings at every meeting of Warrantholders shall be made and duly entered in books to be provided from time to time for that purpose by the Warrant Agent at the expense of the Corporation, and any such minutes as aforesaid, which shall be available for review by Warrantholders, if signed by the chairman or the secretary of the meeting at which such resolutions were passed or proceedings had shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

7.14 Instruments in Writing

All actions which may be taken and all powers that may be exercised by the Warrantholders at a meeting held as provided in this Article 7 may also be taken and exercised by Warrantholders representing not less than 66⅔% of the then outstanding Warrants by an

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instrument in writing signed in one or more counterparts by such Warrantholders in person or by attorney duly appointed in writing, and the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed.

7.15 Binding Effect of Resolutions

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 7 at a meeting of Warrantholders shall be binding upon all the Warrantholders, whether present at or absent from such meeting, and every instrument in writing signed by Warrantholders in accordance with Section 7.14 shall be binding upon all the Warrantholders, whether signatories thereto or not, and each and every Warrantholder and the Warrant Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

7.16 Holdings by Corporation Disregarded

In determining whether Warrantholders holding the required number of Warrants are present at a meeting of Warrantholders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary Resolution, Warrantholders’ Request or other action under this Indenture, Warrants owned legally or beneficially by the Corporation or any Subsidiary of the Corporation shall be disregarded in accordance with the provisions of Section 10.9. ARTICLE 8 SUPPLEMENTAL INDENTURES

8.1 Provision of Supplemental Indentures for Certain Purposes

From time to time the Corporation (when authorized by action of the Board) and the Warrant Agent may, subject to the approval of the TSX and subject to the provisions hereof, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of all of the following purposes:

(a) setting forth any adjustments resulting from the application of the provisions of Article 4;
(b) adding to the provisions hereof such additional covenants and enforcement provisions as, in the Opinion of Counsel, are necessary or advisable in the premises, provided that the same are not, in the reasonable opinion of the Warrant Agent, relying on Counsel (who may be Counsel to the Corporation), prejudicial to the interests of the Warrantholders as a group;
(c) giving effect to any Extraordinary Resolution passed as provided in Article 7;
(d) making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder or for the purpose of obtaining a listing or quotation of the Common Shares issuable on exercise of

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the Warrants on any stock exchange, provided that such provisions are not, in the reasonable opinion of the Warrant Agent, relying on Counsel (who may be Counsel to the Corporation), prejudicial to the interests of the Warrantholders as a group;

(e) adding to or altering the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrants, and making any modification in the form of the Warrant Certificates which does not affect the substance thereof;
(f) modifying any of the provisions of this Indenture, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Warrant Agent, such modification or relief in no way prejudices any of the rights of the Warrantholders or of the Warrant Agent, relying on Counsel (who may be Counsel to the Corporation), and provided further that the Warrant Agent may, upon advice of Counsel, decline to enter into any such supplemental indenture which in its opinion may not afford adequate protection to the Warrant Agent when the same shall become operative; and
(g) for any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Warrant Agent, relying on Counsel (who may be Counsel to the Corporation), the rights of the Warrant Agent and of the Warrantholders as a group are in no way prejudiced thereby.

8.2 Successor Entities

Subject to Section 4.1, nothing in this Indenture shall prevent any consolidation, amalgamation, plan of arrangement or merger of the Corporation with or into any other corporation, trust, partnership, or other entity (“ Successor Entity ”), body corporate, or a conveyance or transfer directly or indirectly of all or substantially all the properties and assets of the Corporation as an entirety to any Successor Entity lawfully entitled to acquire and operate the same, provided, however, that the Successor Entity formed by such consolidation, amalgamation, plan of arrangement or into which such merger shall have been made or which acquires by conveyance or transfer all or substantially all the properties and assets of the Corporation as an entirety shall execute and deliver to the Warrant Agent prior to or contemporaneously with such consolidation, amalgamation, plan of arrangement, merger, conveyance or transfer, an indenture supplemental hereto wherein the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed or observed by the Corporation shall, as a condition precedent to completion of such transaction, expressly be assumed by such Successor Entity and the Successor Entity shall succeed to and be substituted for the Corporation hereunder with the same effect as nearly as may be possible as if it had been a party hereto. Such changes shall be made in the Warrants as the Directors, acting reasonably, consider appropriate in the circumstances may be appropriate in view of such consolidation, amalgamation, plan of arrangement, merger, conveyance or transfer. The Warrant Agent shall be entitled to receive and shall be fully protected in relying upon an Opinion of Counsel that any such consolidation,

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amalgamation, plan of arrangement, merger, conveyance or transfer, and any supplemental indenture executed in connection therewith, comply with the provisions of this Section 8.2.

ARTICLE 9 CONCERNING THE WARRANT AGENT

9.1 Trust Indenture Legislation

(a) If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory requirement of Applicable Law, such mandatory requirement shall prevail.
(b) The Corporation and the Warrant Agent agree that each will, at all times in relation to this Indenture and any action to be taken hereunder, observe and comply with and be entitled to the benefits of Applicable Law.

9.2 Duties of Warrant Agent

In the exercise of its rights, duties and obligations prescribed or conferred by this Indenture, the Warrant Agent shall act honestly and in good faith and shall exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances. Subject to the foregoing, the Warrant Agent shall be liable only for an act or failure to act arising from or in connection with bad faith, wilful misconduct or gross negligence of a right, duty or obligation by the Warrant Agent; provided, however, that the Warrant Agent shall be liable for any act or default on the part of any agent employed by it or for permitting any officer, employee, agent or co-agent to receive and retain any moneys payable to the Warrant Agent under this Indenture.

9.3 Employ Agents

The Warrant Agent may, but is not required to, employ (at the expense of the Corporation) such Counsel, agents and other experts or assistants as it may reasonably require for the proper determination and discharge of its duties under this Indenture, and may pay reasonable remuneration for all services performed for it with respect to this Indenture, and shall be entitled to receive reimbursement for all reasonable disbursements, costs, liabilities and expenses made or incurred by it with respect to this Indenture. All such disbursements, costs, liabilities and expenses in relation to this Indenture and all expenses incidental to the preparation, execution, creation and issuance of the Warrants, whether done or incurred at the request of the Warrant Agent or the Corporation, shall bear interest at the posted annual rate of interest charged by the Warrant Agent from time to time to its corporate trust customers from the date which is 30 days following receipt by the Corporation of an invoice from the Warrant Agent with respect to such expenses until the date of reimbursement and shall (together with such interest) be paid by the Corporation immediately upon receipt of such invoice.

9.4 Reliance on Evidence of Compliance

In the exercise of its rights, duties and obligations under this Indenture, the Warrant Agent may, if it is acting in good faith, act and rely and shall be protected in so acting and relying,

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as to the truth of the statements and the accuracy of the opinions expressed therein, upon statutory declarations, Opinions of Counsel, reports, directions, orders, certificates and Certificates of the Corporation required by the Warrant Agent to be furnished to it in the exercise of its rights, duties and obligations under this Indenture, if the Warrant Agent examines such statutory declarations, Opinions of Counsel, reports, directions, orders, certificates or Certificates of the Corporation and determines that they indicate compliance with the applicable requirements of this Indenture. The Warrant Agent may nevertheless, in its discretion, require further proof in cases where it deems further proof desirable. If, in the administration of the duties of this Indenture, the Warrant Agent deems it necessary or desirable that any matter be proved or established by the Corporation, prior to taking or suffering any action hereunder, the Warrant Agent may accept, act, and rely upon, and shall be protected in accepting, acting, and relying upon, a Certificate of the Corporation as conclusive evidence of the truth of any fact relating to the Corporation or its assets therein stated and proof of the regularity of any proceedings or actions associated therewith, but the Warrant Agent may in its discretion require further evidence or information before acting or relying on any such Certificate.

9.5 Provision of Evidence of Compliance to Warrant Agent

In addition to any other provisions of this Indenture, the Warrant Agent may, at any time any action is taken which relates to any of paragraphs (a) through (c) below, and acting in good faith, require evidence of compliance with the conditions precedent provided for in this Indenture relating to:

(a) the certification and delivery of Warrants;
(b) the satisfaction and discharge of this Indenture;
(c) the taking of any other action or step to be taken by the Warrant Agent at the request, or on the application, of the Corporation; or
(d) at any other time the Warrant Agent may reasonably request.

9.6 Contents of Evidence of Compliance

Evidence of compliance required by Section 9.5 shall consist of:

(a) a Certificate of the Corporation duly executed by an Officer of the Corporation that the conditions precedent referred to in such Certificate of the Corporation have been complied with in accordance with the terms of this Indenture;
(b) in the case of conditions precedent compliance with which are, pursuant to this Indenture, made subject to review or examination by Counsel, an Opinion of Counsel to the Corporation that such conditions precedent have been complied with in accordance with the terms of this Indenture; and
(c) in the case of conditions precedent compliance with which are subject to the review or examination by auditors or appraisers, an opinion or report of a chartered accountant or appraiser, as the case may be, approved by the Warrant Agent acting

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reasonably, that such conditions precedent have been complied with in accordance with the terms of this Indenture.

Whenever Applicable Law requires that evidence referred to in this Indenture be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a Certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by any one or more of the Chair of the Board, Chief Executive Officer, Chief Financial Officer, or any Executive Vice-President of the Corporation or by any other officer or director of the Corporation to whom such authority is delegated by the directors from time to time.

9.7 Advice of Experts

The Warrant Agent may act and rely, and shall be protected in acting and relying in good faith, on the opinion, advice or information (including the Opinion of Counsel) obtained from any counsel, auditor, valuator, engineer, surveyor or other expert and, if acting in good faith, may rely and shall be protected in relying as to the truth of the statements and the accuracy of the opinions expressed in any such report or opinion furnished by such Person and may obtain such assistance as may be necessary to the proper determination and discharge of its duties and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid, including the disbursements of any legal or other advisor or assistants and shall be reimbursed in accordance with Section 5.3 herein.

9.8 Conditions Precedent to Warrant Agent’s Obligation to Act

(a) The Warrant Agent shall not be bound to give any notice, or to do, observe or perform or see to the observance or performance by the Corporation of any of the obligations imposed under the Indenture or to supervise or interfere with any of the activities of the Corporation, or to do or take any act, action or Proceeding by virtue of the powers conferred on it by this Indenture, unless and until it shall have been required to do so under the terms of this Indenture; nor shall the Warrant Agent be required to take notice of any default, other than in payment of any moneys required by this Indenture to be paid to the Warrant Agent, unless and until notified in writing of such default by the Corporation or by any Holder, which notice shall distinctly specify such default, and in the absence of any such notice the Warrant Agent may conclusively assume that no default has occurred. Any such notice or requisition shall in no way limit any discretion given to the Warrant Agent in this Indenture to determine whether or not to take action with respect to any default or with respect to any such requisition.
(b) The obligation of the Warrant Agent to do any of the actions referred to in subsection (a), including to commence or to continue any Proceeding or any right of the Warrant Agent or the Holders, shall be conditional upon the Holders furnishing, when required by notice in writing by the Warrant Agent, notice specifying the Proceeding which the Warrant Agent is required to take, sufficient funds to commence or continue such action and an indemnity satisfactory to the Warrant Agent to protect and hold harmless the Warrant Agent against the costs,

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charges, expenses and liabilities which may result from such action and any loss and damage the Warrant Agent may suffer by reason of such action.

(c) The Warrant Agent may, before commencing or at any time during the continuance of any Proceeding, require the Holders at whose instance it is acting to deposit with the Warrant Agent the Warrants held by them, for which Warrants the Warrant Agent shall issue receipts.

9.9 Warrant Agent Not Required to Give Security

The Warrant Agent shall not be required to grant any lien or give any bonds or security for its conduct or administration under this Indenture.

9.10 Resignation or Removal of Warrant Agent; Conflict of Interest

(a) The Warrant Agent represents and warrants to the Corporation that, to the best of its knowledge, at the time of the execution and delivery of this Indenture no material conflict of interest exists with respect to the Warrant Agent’s role as a fiduciary hereunder. The Warrant Agent will use its best efforts to ensure that this representation remains true so long as the Warrant Agent remains the Warrant Agent under this Indenture.
(b) The Warrant Agent may resign as warrant agent hereunder by giving not less than 60 days notice in writing to the Corporation on the date of such resignation or such shorter notice to the Corporation as the Corporation, in its sole and unfettered discretion, may accept as sufficient. The Warrant Agent shall resign if a material conflict of interest arises with respect to its role as Warrant Agent under this Indenture that is not eliminated within 90 days after the Warrant Agent becomes aware of such conflict of interest. Immediately after the Warrant Agent becomes aware that it has a material conflict of interest it shall provide the Corporation with written notice of the nature of that conflict. Upon any such resignation, the Warrant Agent shall be discharged from all further duties and liabilities under this Indenture. None of the validity and enforceability of this Indenture or the Warrants shall be affected in any manner whatsoever by reason only of the existence of a material conflict of interest on the part of the Warrant Agent (whether arising prior to or after the date of this Indenture). If the Warrant Agent does not comply with this Section, any Holder or the Corporation may apply to the Ontario Superior Court of Justice sitting in Toronto for an order that the Warrant Agent be replaced as warrant agent under this Indenture.
(c) In the event of the Warrant Agent resigning, being replaced as Warrant Agent under this Indenture by order of the Ontario Superior Court of Justice, or being removed by the Holders by Extraordinary Resolution or by the Corporation or being dissolved, becoming insolvent or bankrupt, going into liquidation or otherwise becoming incapable of acting as Warrant Agent under this Indenture, the Corporation shall immediately appoint a successor Warrant Agent unless a successor Warrant Agent has already been appointed by the Holders; failing such

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appointment by the Corporation, the retiring Warrant Agent or any other Holder may apply to a judge of the Ontario Superior Court of Justice sitting in Toronto (at the expense of the Corporation), on such notice as such judge may direct, for the appointment of a successor Warrant Agent. The successor Warrant Agent so appointed by the Corporation or by such court shall be subject to removal by the Holders by way of an Act of Holders. Any successor Warrant Agent appointed under any provision of this Section shall be a corporation authorized to carry on the business of a trust company in Canada. On any appointment of the successor Warrant Agent, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named in this Indenture as Warrant Agent. The expenses of all acts, documents and Proceedings required under this Section will be paid by the Corporation in the same manner as if the amount thereof were fees payable to the Warrant Agent under this Indenture.

(d) Any successor Warrant Agent shall, immediately upon appointment, become vested with all the estates, properties, rights, powers and trusts of its predecessor in the trusts under this Indenture, with like effect as if originally named as Warrant Agent hereunder. Nevertheless, upon the written request of the successor Warrant Agent or of the Corporation and upon payment of all outstanding fees and expenses, the Warrant Agent ceasing to act shall execute and deliver a document assigning and transferring to such successor Warrant Agent, upon the trusts expressed in this Indenture, all the rights, powers and trusts of the Warrant Agent so ceasing to act, and shall duly assign, transfer and deliver all property (including money) held by such Warrant Agent to the successor Warrant Agent in its place. Should any deed, conveyance or other document in writing from the Corporation be reasonably required by any successor Warrant Agent for more fully and certainly vesting in and confirming to it such estates, properties, rights, powers and trusts, then any and all such deeds, conveyances and other documents in writing shall, at the reasonable request of the successor Warrant Agent, be made, executed, acknowledged and delivered by the Corporation.
(e) Any Person into which the Warrant Agent is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any Person resulting from any consolidation or amalgamation to which the Warrant Agent is a party shall be a successor Warrant Agent under this Indenture, without the execution of any document or any further act; provided that such successor Warrant Agent is a corporation qualified to carry on the business of a trust company in Canada or the Province of Ontario and shall not have a material conflict of interest in its role as a fiduciary under this Indenture.

9.11 Authority to Carry on Business; Resignation

The Warrant Agent represents and warrants to the Corporation that at the date of execution and delivery by it of this Indenture it is authorized to carry on the business of a trust company in Canada. If the Warrant Agent ceases to be so authorized to carry on business, the Warrant Agent shall, within 90 days after ceasing to be authorized to carry on the business of a

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trust company in Canada, either become so authorized or resign in the manner and with the effect specified in Section 9.10.

9.12 Protection of Warrant Agent

By way of supplement to any Applicable Law from time to time relating to warrant agents and in addition to any other provision of this Indenture for the relief of the Warrant Agent, it is expressly agreed that:

(a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrants (except the representations and warranties contained in Sections 9.10(a) and 9.11 which are being given by the Warrant Agent in its personal capacity) or required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;
(b) the Warrant Agent, in its personal or any other capacity, may buy, lend upon and deal in securities of the Corporation and generally may contract and enter into financial transactions with the Corporation without being liable to account for any profit made thereby;
(c) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;
(d) the Warrant Agent shall not be bound to give to any Person notice of the execution of this Indenture unless and until a default has occurred, and the Warrant Agent has determined or become obliged to enforce the same;
(e) the Warrant Agent shall not incur any liability or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants contained in this Indenture or of any acts of the agents or servants of the Corporation;
(f) without limiting any protection or indemnity of the Warrant Agent under any other provision hereof, or otherwise at law, the Corporation indemnifies and saves harmless the Warrant Agent and its officers, directors, affiliates, and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Warrant Agent or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture, including those arising out of or related to actions taken or omitted to be taken by the Warrant Agent contemplated by this Indenture, and including legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Warrant Agent may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Warrant Agent, save only in the event of the gross

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negligence in acting or failing to act, or the wilful misconduct or bad faith of the Warrant Agent or its officers, employees, agents, advisors, Counsel or other assistants. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture or the resignation or removal of the Warrant Agent;

(g) without limiting the generality of subsection 9.12(f), the Corporation will indemnify and hold harmless the Warrant Agent and upon written request reimburse the Warrant Agent for the amount of (i) any taxes levied or imposed and paid by the Warrant Agent as a result of payments made under or with respect to the Warrants, (ii) any liability (including penalties and interest) arising therefrom or with respect thereto paid by the Warrant Agent as a result of payments made under or with respect to the Warrants, and (iii) any taxes levied or imposed and paid by the Warrant Agent with respect to reimbursement under subsection 9.12(f) but excluding any taxes on the Warrant Agent’s net income arising from fees for acting as the Warrant Agent hereunder or in respect of the Warrant Agent’s capital;
(h) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. In the absence of gross negligence in acting or failing to act, or the wilful misconduct or bad faith on its part, the Warrant Agent shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Indenture. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (i) breach by any other party of securities law or other rule of any securities regulatory authority, (ii) lost profits or (iii) special, incidental, exemplary, aggravated or punitive losses or damages. This provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture;
(i) the Warrant Agent shall not be liable by reason of the statements or implications of fact or law contained in or arising out of anything contained in this Indenture (other than the representations and warranties identified in Section 9.12(a)) or in the Warrants or be required to verify the same, but all statements or implications shall be deemed to have been made by the Corporation only;
(j) the Warrant Agent may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Indenture, act by the responsible officers of the Warrant Agent; the Warrant Agent may delegate to any Person the performance of any of the trusts and powers vested in it by this Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Warrant Agent may think to be in the best interest of the Holders;

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(k) the Warrant Agent shall not be required to take notice or be deemed to have notice or actual knowledge of any matter under this Indenture, unless the Warrant Agent shall have received from the Corporation or a Holder written notice stating the matter in respect of which the Warrant Agent should have notice or actual knowledge;
(l) the Warrant Agent shall not be bound to act in accordance with any direction or request of the Corporation until an executed copy of the document containing the direction or request has been delivered to the Warrant Agent, and the Warrant Agent shall be fully empowered to act and shall be fully protected from all liability in acting upon any document purporting to be a Warrant and believed by the Warrant Agent in good faith to be genuine;
(m) the Warrant Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Indenture. Such documentation must not require the exercise of any discretion or independent judgement on behalf of the Warrant Agent;
(n) in the event of any disagreement arising regarding the terms of this Indenture, the Warrant Agent shall be entitled at its option to refuse to comply with any or all demands whatsoever until the dispute is settled either by agreement amongst the various parties or by a court of competent jurisdiction; and
(o) the Warrant Agent shall not be responsible for any error made or act done by it resulting from reliance upon any instruction, direction, certificate or other document as permitted or required pursuant to the terms herein which is executed by any Person on behalf of the Corporation or of any Person on whose signature the Warrant Agent may be called upon to act or refrain from acting under this Indenture.

9.13 Anti-Money Laundering

(a) The Corporation hereby represents to the Warrant Agent that any account to be opened by, or interest to held by, the Warrant Agent in connection with this Indenture for or to the credit of the Corporation, either: (i) is not intended to be used by or on behalf of any third party; or (ii) if it is intended to be used by or on behalf of a third party, the Corporation agrees to complete and execute forthwith a declaration in the Warrant Agent’s prescribed form as to the particulars of such third party.
(b) The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any sanctions legislation or regulation or applicable antimoney laundering or anti-terrorist legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgment, determine at any time that its acting

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under this Indenture has resulted in its being in non-compliance with any sanctions legislation or regulation or applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to the Corporation, provided (i) that the Warrant Agent’s written notice shall describe the circumstances of such non-compliance to the extent permitted by such sanctions legislation or regulation or applicable anti-money laundering or anti-terrorist legislation, regulation or guideline; (ii) that if such circumstances are rectified to the Warrant Agent’s satisfaction within such 10 day period, then such resignation shall not be effective.

9.14 Compliance with Privacy Laws

The parties acknowledge that federal and/or provincial legislation that addresses the protection of individuals’ personal information (collectively, the “ Privacy Laws ”) applies to obligations and activities under this Indenture. Despite any other provision of this Indenture, no party to this Indenture shall take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws. The Corporation shall, prior to transferring or causing to be transferred personal information to the Warrant Agent, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Warrant Agent shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws. Specifically, the Warrant Agent agrees: (a) to have a designated chief privacy officer; (b) to maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry; (c) to use personal information solely for the purposes of providing its services under or ancillary to this Indenture and not to use it for any other purpose except with the consent of or direction from the Corporation or the individual involved; (d) not to sell or otherwise improperly disclose personal information to any third party; and (e) to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.

9.15 Securities and Exchange Commission Certification

The Corporation confirms that as at the date of execution of this Indenture it does not have a class of securities registered pursuant to Section 12 of the United States Securities Exchange Act of 1934, as amended (the “ U.S. Exchange Act ”) or have a reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act.

The Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the U.S. Exchange Act or Corporation shall incur a reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act, or (ii) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the U.S. Exchange Act, the Corporation shall promptly deliver to the Warrant Agent an officer’s certificate (in a form provided by the Warrant Agent) notifying the Warrant Agent of such registration or termination and such other information as the Warrant Agent may require at the time. The Corporation acknowledges that the Warrant Agent is relying upon the foregoing

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representation and covenants in order to meet certain United States Securities and Exchange Commission (“ SEC ”) obligations with respect to those clients who are filing with the SEC.

ARTICLE 10 GENERAL

10.1 Notice to the Corporation and the Warrant Agent

(a) Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Warrant Agent shall be deemed to be validly given if personally delivered or if transmitted by email (if applicable):
(b) If to the Corporation:

Chorus Aviation Inc. 3 Spectacle Lake Drive Dartmouth, Nova Scotia B3B 1W8

Attention: General Counsel Email: [email protected]

With a copy to:

Osler, Hoskin & Harcourt LLP 100 King Street West 1 First Canadian Place Suite 6200, P.O. Box 50 Toronto, Ontario M5X 1B8

Attention: Christopher Murray and Alex Gorka Email: [email protected] and [email protected]

AST Trust Company (Canada) PO Box 2082, Station C Halifax, NS B3J 3B7 Attention: Cindy Harrett Email: [email protected]

and any such notice delivered in accordance with the foregoing shall be deemed to have been received on the date of personal delivery or, if email transmitted, on the date of the sending of the notice by the Person giving the notice if sent no later than 5:00 p.m. (Eastern Time) on such date and such date is a Business Day or the

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Business Day following the date of the sending of the notice if sent after such time or if that date is not a Business Day.

(d) The Corporation or the Warrant Agent, as the case may be, may from time to time notify the other in the manner provided in subsection 10.1(a) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation or the Warrant Agent, as the case may be, for all purposes of this Indenture.

10.2 Notice to Warrantholders

(a) Any notice to the Warrantholders under the provisions of this Indenture shall be valid and effective if sent by certified mail or delivered addressed to such Holders at their post office addresses appearing on the register hereinbefore mentioned and shall be deemed to have been effectively given on the date of delivery or, if mailed, three Business Days following actual posting of the notice.
(b) If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Warrantholders hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered personally to such Warrantholders to the address for such Warrantholders contained in the register of Warrants maintained by the Warrant Agent, or by publication nationally in The Globe & Mail (at the Corporation’s expense).
(c) Accidental error or omission in giving notice or accidental failure to mail notice to any Holder will not invalidate any action or Proceeding founded thereon.

10.3 Ownership and Transfer of Warrants

The Corporation and the Warrant Agent may deem and treat the registered owner of any Warrants as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. A Warrantholder shall be entitled to the rights evidenced by its Warrant Certificate free from all equities or rights of set off or counterclaim between the Corporation and the original or any intermediate Holder of the Warrants and all Persons may act accordingly. The receipt of any such Warrantholder of the Common Shares issuable upon the exercise of the Warrants or the receipt of the amount required to be paid to such Warrantholder upon a purchase agreed to by a Warrantholder referred to in Section 5.1 shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such Holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

10.4 Amendment

Notwithstanding the application of Section 7.10, the Corporation and the Warrant Agent may from time to time amend, vary or delete any of the provisions of this Indenture or the

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Warrant Certificates provided that any such amendments, variations or deletions are made for either of the following purposes:

(a) in order to make such changes as are necessary in order to maintain the validity of this Indenture as a result of any change in any Applicable Law, regulations or rules; or
(b) in order to make such changes as are necessary in order to cure any clerical or typographical error,

provided in each case that such amendment, variation or deletion is not, in the reasonable Opinion of Counsel, prejudicial to the interests of the Warrantholders. However, without the unanimous approval of all Warrantholders or except as otherwise provided for herein, the Indenture may not be amended or supplemented to alter the:

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10.5 Counterparts

This Indenture may be executed in facsimile or electronic PDF format and in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof. Delivery of an executed copy of this Indenture by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Indenture as of the date hereof.

10.6 Satisfaction and Discharge of Indenture

Except to the extent that any Common Shares and certificates therefor which are required to be transferred or delivered hereunder have not been so transferred or delivered, or to the extent that any monies due and owing pursuant to Section 5.1 hereof have not yet been paid, or to the extent that the Warrant Agent has not performed any of its obligations under this Indenture, upon the earlier of:

(a) the date by which there shall have been delivered to the Warrant Agent for exercise or destruction all Warrant Certificates theretofore certified hereunder; or
(b) the Time of Expiry;

this Indenture shall cease to be of further effect and the Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a Certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with, shall execute proper instruments acknowledging satisfaction of and

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discharging this Indenture. Notwithstanding the foregoing, the indemnities provided to the Warrant Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Indenture.

10.7 Provisions of Indenture and Warrants for the Sole Benefit of Parties and Warrantholders

Nothing in this Indenture or in the Warrant Certificates, express or implied, shall give or be construed to give to any Person other than the parties hereto and the Warrantholders, as the case may be, any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Warrantholders.

10.8 Protection of Warrant Agent

The Warrant Agent shall not be obligated under any circumstances whatsoever in the fulfilment of any of the provisions, circumstances and obligations hereunder, to expend or risk its funds or otherwise incur financial liability in the performance of its duties or in the exercise of any of its rights or powers.

10.9 Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided

For the purpose of disregarding any Warrants owned legally or beneficially by the Corporation or any Subsidiary of the Corporation in subsection 4.1(c) and 4.1(d), the Corporation shall provide to the Warrant Agent, from time to time, upon the request of the Warrant Agent, a Certificate of the Corporation setting forth as at the date of such certificate:

(a) the names (other than the name of the Corporation) of the registered Holders of Warrants which, to the knowledge of the Corporation, are owned by or held for the account of the Corporation or any Subsidiary of the Corporation; and
(b) the number of Warrants owned legally or beneficially by the Corporation or any Subsidiary of the Corporation;

and the Warrant Agent, in making the computations in subsections 4.1(c) and 4.1(d), shall be entitled to rely on such certificate without any additional evidence.

[Remainder Left Blank Intentionally]

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IN WITNESS WHEREOF the parties hereto have executed this Indenture under the hands of their proper officers in that behalf.

CHORUS AVIATION INC.

Per: “Joseph D. Randell”

Name: Joseph D. Randell Title: President and Chief Executive Officer

AST TRUST COMPANY (CANADA)

Per: “Susanne Tasche”

Name: Susanne Tasche Title: Corporate Actions Relationship Manager

Per: “Cindy Harrett” Name: Cindy Harrett Title: Relationship Manager

[ Signature page to Warrant Indenture ]

SCHEDULE 2.3 FORM OF WARRANT CERTIFICATE

THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE AT ANY TIME BEFORE 5:00 P.M. (TORONTO TIME) ON APRIL 6, 2022 AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT.

Insert if required under Section 2.12

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DATE OF ISSUANCE OF THE WARRANTS].

Insert if required under Section 2.12

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE; HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TORONTO STOCK EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.

For Warrants sold in the United States, also include the following legend:

THE WARRANTS REPRESENTED HEREBY AND THE SHARES ISSUABLE ON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS OF THE UNITED STATES. NEITHER THIS WARRANT NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT THIS WARRANT AND ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO CHORUS AVIATION INC., (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH, AND IN A TRANSACTION MEETING THE REQUIREMENTS OF, RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN ACCORDANCE WITH, AND IN A TRANSACTION MEETING THE REQUIREMENTS OF, RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, PROVIDED THAT IN THE CASE OF OFFERS, SALES OR TRANSFERS PURSUANT TO CLAUSES (B), (C) OR

LEGAL_1:66376221.17

(D) ABOVE, A LEGAL OPINION AND/OR CERTIFICATE OR OTHER CERTIFICATION SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED.

WARRANT CERTIFICATE

No. 2021-[___]

CHORUS AVIATION INC.

(a corporation existing under the laws of Canada)

ISIN: 

CUSIP: 

THIS IS TO CERTIFY THAT: _____ is the registered holder (the “ Registered Holder ”) of ________ warrants of Chorus Aviation Inc. (the “ Warrants ”).

The Warrants of Chorus Aviation Inc. (the “ Corporation ”) represented by this certificate are issued upon the terms and subject to the conditions set forth in the warrant indenture dated as of April 6, 2021 between the Corporation and AST Trust Company (Canada) (the “ Warrant Agent ”), as it may be amended from time to time (the “ Warrant Indenture ”) and, by acceptance of this certificate, the holder agrees to be bound by all of the terms and conditions thereby. Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

This certificate may be transferred, upon compliance with the conditions prescribed in this certificate and in the Warrant Indenture and return to the Corporation and the Warrant Agent of a duly executed Transfer Form found at Schedule “1” hereof, only on the register of transfers to be kept at the offices of the Warrant Agent in the city of Toronto, Ontario and at such other place or places, if any, or by such other registrar or registrars, if any, as the Corporation may designate, by the Registered Holder hereof or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Corporation and upon compliance with such reasonable requirements as the Warrant Agent or other registrar may prescribe.

Neither the Warrants nor the Common Shares issuable upon exercise thereof have been or will be registered under the United States Securities Act of 1933 , as amended (the “ U.S. Securities Act ”), or under the securities or “blue sky” laws of any state of the United States. These Warrants may not be exercised in the United States or by or on behalf of, or for the account or benefit of, a U.S. person or a person in the United States, unless the Common Shares issuable upon exercise of the Warrants have been registered under the U.S. Securities Act and the applicable state securities or “blue sky” laws, or an exemption from such registration requirements is available. “United States” and “U.S. person” are as defined in Rule 902 of Regulation S under the U.S. Securities Act.

This certificate shall not be valid for any purpose until it has been countersigned by the Warrant Agent.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by a dulyauthorized officer as of the date of ________.

By:

CHORUS AVIATION INC .

per: (Authorized Officer)

Countersigned on _____ by

AST TRUST COMPANY (CANADA)

Per: Name: Title:

EXERCISE AND TERMS OF SUBSCRIPTION

Each Warrant entitles the holder to subscribe for one Class A Variable Voting Share, if the holder is non-Canadian or one Class B Voting Share, if the holder is Canadian (each, a “ Common Share ”) at the exercise price of $6.20 per Common Share (the “ Exercise Price ”). The Warrants will expire at 5:00 p.m. (Toronto time) on April 6, 2022 (the “ Expiry Date ”). Holders who exercise the Warrants will become holders of Common Shares issued through the exercise of Warrants. WARRANTS NOT EXERCISED PRIOR TO 5:00 P.M. (TORONTO TIME) ON THE EXPIRY DATE WILL BE VOID AND OF NO VALUE. In the case of a beneficial owner of Warrants who is not a Registered Holder, such subscriber may subscribe for the resulting whole number of Common Shares by instructing the CDS Participant holding the subscriber’s Warrants to exercise all or a specified number of such Warrants and forwarding the Exercise Price for each Common Share subscribed for in accordance with the terms of the Warrants to the CDS Participant that holds the subscriber’s Warrants.

Holders who wish to exercise their Warrants must return to the Corporation and the Warrant Agent a duly executed Exercise Form found at Schedule “2” hereof. The Exercise Price is payable in Canadian funds by certified cheque, bank draft, money order or wire transfer payable to the order of the Corporation (as set out in Section 3.1 of the Warrant Indenture). The entire Exercise Price for Common Shares subscribed for must be paid at the time of subscription and must be received by the Warrant Agent prior to 5:00 p.m. (Toronto time) on the Expiry Date and shall be accompanied by a Warrant Certificate, if any, duly endorsed by the Registered Holder. Accordingly, a beneficial owner subscribing through a CDS Participant must deliver its payment and instructions sufficiently in advance of the Expiry Date to allow the Warrants to be properly exercised.

The subscription rights in effect under the Warrants for Common Shares issuable upon the exercise of the Warrants shall be subject to adjustment from time to time as provided for in Article 4 of the Warrant Indenture.

SCHEDULE “1” TRANSFER FORM

To: AST Trust Company (Canada)

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to

____________ (print name and address) the Warrants represented by this Warrant Certificate and hereby irrevocable constitutes and appoints ________ as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent.

In the case of a warrant certificate that contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):

(A) the transfer is being made only to the Corporation;
(B) the transfer is being made outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, and in compliance with any applicable local securities laws and regulations and the holder has provided herewith the Declaration for Removal of Legend attached as Schedule 2.11 to the Warrant Indenture, or
(C) the transfer is being made within the United States or to, or for the account or benefit of, U.S. Persons, in accordance with a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws and the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to such effect.

In the case of a warrant certificate that does not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account or benefit of a U.S. Person or to a person in the United States, the undersigned hereby represents, warrants and certifies that the transfer of the Warrants is being completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws, in which case the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to such effect.

If transfer is to a U.S. Person, check this box.

DATED this _ day of__, 20____.

LEGAL_1:66376221.17

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SPACE FOR GUARANTEES OF )
SIGNATURES (BELOW) ) ______
) Signature of Transferor
)
____ ) _______
Guarantor’s Signature/Stamp ) Name of Transferor
)
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REASON FOR TRANSFER – For US Residents only (where the individual(s) or corporation receiving the securities is a US resident). Please select only one (see instructions below).

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Gift Estate Private Sale Other (or no change in ownership)
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Date of Event (Date of gift, death or sale): Value per Warrant on the date of event:

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CAD OR USD
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CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.
Canada: A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”, sign and print their full name and alpha numeric signing number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a “Signature &

Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to a “Signature Guaranteed” Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.

Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

OR

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.

REASON FOR TRANSFER – FOR US RESIDENTS ONLY

Consistent with US IRS regulations, AST Trust Company (Canada) is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place).

SCHEDULE “2” EXERCISE FORM FOR WARRANTS

TO: Chorus Aviation Inc. (the “ Corporation ”)

AND TO: AST Trust Company (Canada) (the “ Warrant Agent

1 Toronto Street, Suite 1200 Toronto, ON M5H 4A6

The undersigned hereby exercises the right to acquire ________ [Class A Variable

Voting Shares/Class B Voting Shares] of the Corporation (the “ Acquired Common Shares ”) pursuant to the terms and conditions of the warrant indenture dated as of April 6, 2021 between the Corporation and the Warrant Agent (the “ Warrant Indenture ”). Please see Appendix “A” hereto for further instructions.

Exercise Price Payable: _____ (Acquired Common Shares multiplied by CA$6.20, subject to adjustment)

The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation.

Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):

(A) the undersigned holder at the time of exercise of the Warrants (i) is not in the United States, (ii) is not a U.S. Person, (iii) is not exercising the Warrants on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States, (iv) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (v) did not receive an offer to exercise the Warrants in the United States; (vi) did not execute or deliver this exercise form in the United States; and (vii) delivery of the Acquired Common Shares will not be to an address in the United States; OR

(B) the undersigned holder

(i) is (1) present in the United States, (2) a U.S. Person, (3) a person exercising for the account or benefit of a U.S. Person or a person in the United States, (4) executing or delivering this exercise form in the United States, or (5) requesting delivery of the Acquired Common Shares in the United States, and

(ii) (a) is the original purchaser of the Warrants pursuant to Rule 144A under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), as part of the Corporation’s offering of units of which the Warrants comprised a part; (b) confirms, as of the date hereof, each of the representations, warranties,

LEGAL_1:66376221.17

certifications and agreements made by it in connection with its acquisition of such Warrants, including, without limitation, its status as a “qualified institutional buyer” within the meaning of Rule 144A under the U.S. Securities Act, as though such representations, warranties, certifications and agreements were made on the date hereof and in respect of the acquisition of the Acquired Common Shares issuable upon exercise of the Warrants being exercised, and the undersigned further represents and warrants that on the date hereof it is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act; OR

(ii) the undersigned holder has an exemption from the registration requirements of the U.S. Securities Act and all applicable state securities laws available for the exercise of the Warrants, and has delivered to the Corporation and the Corporation’s transfer agent a written opinion of U.S. counsel in form and substance reasonably satisfactory to the Corporation or such other evidence reasonably satisfactory to the Corporation to that effect.

It is understood that the Corporation and the Warrant Agent may require evidence to verify the foregoing representations.

Notes: (1) Certificates representing Common Shares will not be registered or delivered to an address in the United States unless Box B or C above is checked.

(2) If Box C above is checked, holders are encouraged to consult with the Corporation in advance to determine that the legal opinion tendered in connection with the exercise will be satisfactory in form and substance to the Corporation.

“ United States ” and “ U.S. Person ” are as defined in Rule 902 of Regulation S under the U.S. Securities Act.

The undersigned hereby irrevocably directs that the Acquired Common Shares be issued, registered and delivered as follows:

Name(s) in Full and Address(es) Number of Social Insurance Common Shares Number(s) (if applicable)

Name(s) in Full and Address(es) Number of Social Insurance Common Shares Number(s) (if applicable)

Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed.

Once completed and executed, this Exercise Form along with this Warrant Certificate and a certified cheque, bank draft, money order or wire transfer payable to the Corporation must be mailed or delivered to AST Trust Company (Canada), Attention Corporate Actions, 1 Toronto Street, Suite 1200, Toronto. ON M5H 4A6.

DATED at ___ this __ day of __20______.

) ) ) Witness ) (Signature of Warrantholder, to be the same as )appears on the face of this Warrant Certificate) ) ) Name of Registered Warrantholder

Please check if the certificates representing the Acquired Common Shares are to be delivered at the office where this Warrant Certificate is surrendered, failing which such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of this Warrant Certificate to the Warrant Agent.

APPENDIX “A” TO SCHEDULE “2” INSTRUCTIONS TO WARRANTHOLDERS

The Acquired Common Shares are issued subject to the terms and conditions of the Warrant Indenture. A copy of the Warrant Indenture may be obtained at the offices of AST Trust Company (Canada), 1 Toronto Street, Suite 1200, Toronto. ON M5H 4A6.

LEGAL_1:66376221.17

SCHEDULE 2.11 FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO: AST Trust Company (Canada)

AND TO: Chorus Aviation Inc. (the “ Corporation

The undersigned (A) acknowledges that the sale of _____ (the “ Securities ”) of the Corporation, represented by certificate number ___, to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), and (B) certifies that (1) the undersigned is not (a) an “affiliate” of the Corporation (as that term is defined in Rule 405 under the U.S. Securities Act), except solely by virtue of being an officer or director of the Corporation , (b) a “distributor” or (c) an affiliate of a distributor; (2) the offer of such Securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or another “designated offshore securities market”, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the Securities are “restricted securities” (as that term is defined in Rule 144(a)(3) under the U.S. Securities Act); (5) the seller does not intend to replace such securities with fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

DATED this _day of ___, 20__.

(1) X Signature of individual (if Seller is an individual)

Authorized signatory (if Seller is not an individual)

Name of Seller ( please print )

Name of authorized signatory ( please print )

Official capacity of authorized signatory ( please print )

LEGAL_1:66376221.17

Affirmation by Seller’s Broker-Dealer (Required for sales pursuant to Section (B)(2)(b) above)

We have read the foregoing representations of our customer, ____ (the “ Seller ”) with regard to the sale, for such Seller’s account, of __ (the “ Securities ”) of the Corporation represented by certificate number _____. We have executed sales of the Securities pursuant to Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), on behalf of the Seller. In that connection, we hereby represent to you as follows:

(1) no offer to sell Securities was made to a person in the United States;
(2) the sale of the Securities was executed in, on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or another designated offshore securities market (as defined in Rule 902(b) of Regulation S under the U.S. Securities Act), and, to the best of our knowledge, the sale was not pre-arranged with a buyer in the United States;
(3) no “directed selling efforts” were made in the United States by the undersigned, any affiliate of the undersigned, or any person acting on behalf of the undersigned; and
(4) we have done no more than execute the order or orders to sell the Securities as agent for the Seller and will receive no more than the usual and customary broker’s commission that would be received by a person executing such transaction as agent.

For purposes of these representations: “ affiliate ” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the undersigned; “ directed selling efforts ” means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Securities (including, but not be limited to, the solicitation of offers to purchase the Securities from persons in the United States); and “ United States ” means the United States of America, its territories or possessions, any State of the United States, and the District of Columbia.

Legal counsel to the Corporation shall be entitled to rely upon the representations, warranties and covenants contained herein to the same extent as if this affirmation had been addressed to them.

Name of Firm

By: Authorized Officer

Dated this ___ day of __, 20 _.

AI assistant

Chorus Aviation Inc. — Capital/Financing Update 2021

46728_rns_2021-04-06_f404f5eb-9b09-4785-90de-0feaebebf1ee.pdf

CHORUS AVIATION INC.

- and -

AST TRUST COMPANY (CANADA)

WARRANT INDENTURE

TABLE OF CONTENTS

TABLE OF CONTENTS (continued)

TABLE OF CONTENTS

(continued)

THIS WARRANT INDENTURE (the “ Indenture ”) dated as of April 6, 2021.

BETWEEN:

(the “ Corporation ”)

(the “ Warrant Agent ”)

RECITALS

ARTICLE 1 INTERPRETATION

1.1 Definitions

“ Holders ”

1.2 Gender and Number

1.3 Interpretation Not Affected by Headings, etc.

1.4 Day Not a Business Day

1.5 Time of the Essence

1.6 Governing Law

1.7 Choice of Language

1.8 Currency

1.9 Beneficiaries

1.10 Acts of Holders

1.11 Severability

1.12 Force Majeure

1.13 Assignment, Successors and Assigns

2.1 Creation, Authorization and Issue of Warrants

2.2 Terms of Warrants

2.3 Form of Warrants

2.4 Warrantholder Not a Shareholder

2.5 Warrants to Rank Pari Passu

2.6 Warrant Certificates

2.7 Issue in Substitution for Warrant Certificates Lost, etc.

2.8 Exchange of Warrant Certificates

2.9

Transfer and Ownership of Warrants

2.10

Book-Based System

2.11 Register and Transfer

2.12 Legend on Warrants

ARTICLE 3 EXERCISE OF WARRANTS

3.1 Method of Exercise of Warrants

3.2 Exercise of Warrants

3.3 Transfer Restrictions

3.4 Effect of Exercise of Warrants

3.5 Expiration of Warrants

3.6 Cancellation of Surrendered Warrants

3.7 Fractional Common Shares

3.8 Accounting and Recording

3.9 Partial Exercise of Warrants

ARTICLE 4 ADJUSTMENT OF NUMBER OF COMMON SHARES

4.1 Adjustment of Number of Common Shares

4.2 Entitlement to Common Shares on Exercise of Warrant

4.3 Determination by Independent Investment Banking Firm

4.4 Proceedings Prior to any Action Requiring Adjustment

4.5 Certificate of Adjustment

4.6 Applicability

4.7 Notice of Special Matters

4.8 No Action after Notice

4.9 Protection of Warrant Agent

ARTICLE 5

RIGHTS OF THE CORPORATION AND COVENANTS

5.1 Optional Purchases by the Corporation

5.2 General Covenants

5.3 Warrant Agent’s Remuneration and Expenses

5.4 Performance of Covenants by Warrant Agent

5.5 Covenants for Warrantholders

6.1 Suits by Warrantholders

6.2 Warrant Agent May Institute all Proceedings

6.3 Immunity of Shareholders, etc.

6.4 Limitation of Liability

7.1 Right to Convene Meetings

7.2 Notice

7.3 Chairman

7.4 Quorum

Chorus Aviation Inc. Capital/Financing Update 2021