On August 2, 2023, Global Crossing Airlines Group Inc. (the Issuer), Global Crossing Airlines Inc. (GCA), certain other direct and indirect subsidiaries of the Issuer (the Guarantors) and the initial purchasers party thereto (the Initial Purchasers") entered into a Subscription Agreement for the purchase from the issuer of senior secured notes due 2029 (the Notes). Pursuant to the terms of the Subscription Agreement, on the Closing Date, the Initial Purchasers purchased (i) Notes in the aggregate principal amount of $35 million. The gross proceeds from the sale of the Notes were $35 million, less upfront fee, advisor fees, legal fees and other closing expenses.

The Subscription Agreement contains customary representations, warranties and agreements by the Issuer and GCA and customary indemnification obligations of Issuer, GCA and the Initial Purchasers. Pursuant to the Subscription Agreement, the Initial Purchasers as a group will be granted one board seat and one board observer seat. The Issuer, the Guarantors and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the Trustee") and as collateral agent (in such capacity, the Collateral Agent"), entered into an indenture (the Indenture") with respect to the Notes.

The terms of the Notes include, but are not limited to: A 6-year term and maturity date of August 2, 2029; The Notes will bear interest at a fixed rate of 15% per annum and include an upfront fee equal to 1.75% of the principal payment; The Issuer will be permitted to prepay all (but not less than all) of the Notes as follows beginning on August 2, 2025; and Each of the Issuer's material subsidiaries will guarantee the Notes. The net proceeds of the Offering will be used to repay all of the Issuer's existing $6,000,000 existing senior secured debentures and all of the $2,500,000 interim shareholder unsecured loan, with the balance expected to be used for general corporate purposes, including transaction expenses and deposits to expand its current fleet of aircraft. The Notes are senior secured obligations of the Issuer.

The Issuer's obligations under the Notes and the Indenture are jointly and severally guaranteed (the Note Guarantees") by the Guarantors. In addition, the Issuer, the Guarantors and the Collateral Agent entered into a Security Agreement, dated the August 2, 2023 (the Security Agreement"). Pursuant to the Indenture and the Security Agreement, the Issuer's obligations under the Indenture and the Notes and the Guarantors' Note Guarantees are secured by a first priority lien and security interest (subject to permitted liens and security interests) in substantially all of the Issuer's and the Guarantors' assets, whether now owned or hereafter acquired, excluding certain assets which include, among others, trust and other fiduciary accounts and amounts required to be deposited or held therein and leased real property that may not be pledged as a matter of law or without governmental approvals.