(mail address) global crossing airlines global crossing

BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C. Application of GLOBAL CROSSING AIRLINES, INC. for Certificates of Public Convenience and Necessity (Interstate and Foreign Charter Service)

DOCKETS OST-2020-0041 OST-2020-0042

SUPPLEMENT OF GLOBAL CROSSING AIRLINES, INC. TO APPLICATIONS FOR CERTIFICATES OF PUBLIC

CONVENIENCE AND NECESSITY

Communications with respect to this document should be sent to:

Ed Wegel Chairman and CEO Ryan Goepel Chief Financial Officer GLOBAL CROSSING AIRLINES Building 5A, Miami Int’l Airport Miami, FL 33166 (305) 869-4790 [email protected] [email protected]

John R. Mietus, Jr. Law Office of John Mietus, LLC 9710 Traville Gateway Dr. #274 Rockville MD 20850 (mail address) (202) 747-5212 [email protected] Counsel for GLOBAL CROSSING AIRLINES, INC.

January 15, 2021

BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C. Application of GLOBAL CROSSING AIRLINES, INC. for Certificates of Public Convenience and Necessity (Interstate and Foreign Charter Service)

DOCKETS OST-2020-0041 OST-2020-0042 January 15, 2021

SUPPLEMENT OF GLOBAL CROSSING AIRLINES, INC.

TO APPLICATION FOR A CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY

On April 10, 2020, Global Crossing Airlines, Inc. (“GlobalX”) applied in

the first above-captioned docket for a certificate of public convenience and

necessity authorizing GlobalX to engage in interstate charter air

transportation of persons, property, and mail. GlobalX simultaneously

applied in the second above-captioned docket for a certificate authorizing it to

engage in foreign charter air transportation of persons, property and mail.

With this Supplement, and in response to the Department’s recent request,1

GlobalX respectfully updates the Department on its progress in funding and

preparing for future operations under the requested certificate authority.

GlobalX requests that the Department continue to process its

application expeditiously using written submissions and simplified, non-

hearing procedures as contemplated by the Department’s Streamlining

Initiative in Docket OST-2005-22228 and sections 302.15 and 302.207 of the

1 Letter from Lauralyn Remo, Associate Director (Fitness), Office of Aviation

Analysis, to counsel for GlobalX dated December 17, 2020 in Docket OST-2020-0041.

Global Crossing Airlines Supplement to Applications

Page 2

Procedural Regulations. In support of its application, GlobalX updates the

information required by 14 C.F.R. §§ 201.4 and 204.3 in the Exhibits and

Confidential Exhibits attached to this application and states as follows:

1. Since the original application, GlobalX and its affiliates, led by a

group of experienced aviation and financial executives, have fully

implemented the funding plans anticipated in the application. Working with

the shareholders of a development-stage, public Canadian airline company,

Canada Jetlines, Inc., GlobalX’s key investors and executives merged their

holding company with Jetlines, successfully completed a public share

offering, and negotiated advantageous financing for up to CDN$100 million.

“Domesticating” the holding company as a U.S. citizen, necessary for

GlobalX to proceed with this application, finally took place in December

2020. The resulting holding company is a publicly-traded, Delaware

corporation named Global Crossing Airlines Group, Inc. (“Group”). Group

meets statutory U.S. citizenship requirements and owns 100% of GlobalX,

the applicant, which has continued its certification activity with the Federal

Aviation Administration (“FAA”) during the financing and structuring of its

parent company.

2. Further supporting information is provided in Exhibits 8-18 to this

application, attached hereto, and in the accompanying Confidential Exhibits.


Page 3

WHEREFORE, Global Crossing Airlines, Inc. respectfully requests

that the Department of Transportation process this application using

expedited, simplified procedures, issue it the certificates of public convenience

and necessity requested in these dockets, and grant such other relief as may be

necessary or appropriate.

Respectfully submitted,

John R. Mietus, Jr. Law Office of John Mietus, LLC 9710 Traville Gateway Dr. #274 Rockville MD 20850 (mail address) (202) 747-5212 [email protected]

Counsel for GLOBAL CROSSING AIRLINES, INC.

January 15, 2021


Exhibit 8

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SUPPLEMENTAL INFORMATION PROVIDED PURSUANT TO

THE DEPARTMENT’S REGULATIONS

Global Crossing Airlines, Inc. (“GlobalX”) hereby provides, in support of its certificate applications, supplemental information required by the Department pursuant to 14 C.F.R. § 204.5, cross-referenced to specific provisions of section 204.3. Responses to the Department’s Information Request of December 17, 2020 also are included in this Exhibit and marked with a code (e.g., [Ownership 1(a)]) corresponding to the request section and number.1

(a) Name, address, and telephone number of applicant.

Global Crossing Airlines, Inc. d/b/a GlobalX Airlines Building 5A 4200 NW 36th Street Miami International Airport Miami, FL 33166 (786) 751-8550

(b-d) Form of organization and state of incorporation; certificate of

good standing and corporate information.

GlobalX is a Delaware corporation. Attached as Exhibit 9 are the certificates of good standing, domestication, and incorporation, and the by-laws, of GlobalX’s 100% owner, Global Crossing Airlines Group, Inc. (“Group”). GlobalX’s certificate of incorporation was previously filed as Exhibit 2, and a current certificate of good standing and its by-laws are attached as Exhibit 10. [Ownership 1(c)]

1 The request sections are General Information; Management and Key

Technical Personnel; Ownership and Citizenship; Financial Position and Operating Plans; and Compliance Disposition. For example, the answer to question 2(a) of the Management and Key Technical Personnel section will display “[Management 2(a)].”


Exhibit 8

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(e) Citizenship affidavit. An affidavit attesting GlobalX’s status as a U.S. citizen under 49 U.S.C. § 40102(a)(15), as required by 49 U.S.C. § 41102, is attached as Exhibit 11. [Ownership 2]

(f) Information relating to key personnel. Capsule biographies are provided below for Group and GlobalX key personnel, including those introduced in the original application. More detailed resumes for officers and key personnel are provided in Exhibit 12, and FAA certificate numbers are provided in Confidential Exhibit C. (Confidential Exhibits described in this Supplement have been filed with the Department under seal and accompanied by a Motion for Confidential Treatment.) All listed personnel may be reached at the business address shown above and are U.S. citizens unless otherwise specified. (1) Members of the Boards of Directors (Group and GlobalX)

Edward J. Wegel, Chairman of the Board and Chief Executive Officer2 of Group and GlobalX – Mr. Wegel is a senior airline and travel services executive with over 30 years of experience in all aspects of airline operations and finance. He has held key airline positions, including founder of Eastern Air Lines Group, Inc., co-founder/board member of Atlantic Coast Airlines (United Express), President/CEO and board member of Chautauqua Airlines /US Airways Express, and President/COO and board member of BWIA International Airways. He has consulted extensively in airline and aviation financial matters, including mergers and acquisitions and restructuring and is the co-founder and president of AVi8 Air Capital LLC, an aviation consulting group. Mr. Wegel served as a commissioned officer in the U.S. Army and received an M.B.A. from the Univ. of Northern Colorado after graduating from the United States Military Academy at West Point. Ryan Goepel, Executive Vice President and Chief Financial Officer of Group and GlobalX – Mr. Goepel is an experienced finance and operations executive with over 20 years’ experience. He most recently served as CFO for Flair Airlines Canada to transition the airline operator to a low cost scheduled carrier. Prior to Flair, Mr. Goepel was CFO for ZEiTECS, a global artificial lift technology company overseeing its sale to Schlumberger. He also served as the KBR Services Business Unit Finance Leader, overseeing 12,000

2 Neither Group nor GlobalX have a President. [Management 1(a)]


Exhibit 8

- 3 -

employees and growing revenue from $300M to $3B. In addition, he served as Director of Finance at Burger King through its initial public offering. He is a Certified Management Accountant and holds an MBA from Texas A&M University and a BA from the University of British Columbia. Joseph DaGrosa, Jr. – Mr. DaGrosa is a founder and Senior Managing Partner of General American Capital Partners, formed in 2018, where he manages investments totaling $250 million. He was a cofounder of 1848 Capital Partners LLC (“1848”), which he co-managed from 2003 until 2018; he was a member of the firm’s investment committee. He also served as co-chairman or as a board member for the following 1848 portfolio companies: Eastern Air Lines, Inc., Jet Support Services, Inc., Sunbelt Diversified Enterprises LLC, Big Apple Entertainment Partners LLC, and London Bridge Entertainment Partners LLC. Mr. DaGrosa co-led the firm’s investment in Heartland Food Corp. Prior to 1848, Mr. DaGrosa was a partner at MapleWood Partners LP, a Miami-based private equity firm, where he served as a member of the Executive and Investment Committees and was co-head of the firm’s Transaction Team. Prior to MapleWood Partners LP, Mr. DaGrosa was a vice president for PaineWebber, Inc. (now part of UBS) in its Special Accounts Group. Mr. DaGrosa holds a Bachelor of Science degree in Finance, Accounting and Statistics from Syracuse University. Alan Bird – Mr. Bird, a U.K. national resident in Florida, currently is an advisor to Irelandia Aviation and was a director of Jetlines. His extensive airline experience includes positions as the CFO of VivaAerobus from March 2012 to June 2017, acting CFO of Tiger Airways Singapore in 2008, and Group Finance Director at British Midland during his ten-year tenure there.. Deborah Robinson – Ms. Robinson, a dual U.S./Canadian national, founded Bay Street HR, a Toronto human resources consulting firm, in 2001 and is its president. She was a director of Jetlines. Žygimantas Surintas – Mr. Surintas, a Lithuanian citizen, is the CEO and a director of SmartLynx Airlines, as well as the Executive Director of the Lithuanian Basketball League and a member of the Board of Chapman Freeborn Airchartering. John Quelch – Dr. Quelch is a Vice Provost of the University of Miami and the Dean of its Herbert Business School. Prior to his appointment in 2017,


Exhibit 8

- 4 -

Dr. Quelch taught and held leadership positions at Harvard Business School, the London Business School, and the China Europe International Business School. He was appointed a Commander of the Order of the British Empire in 2011. (2) Other Corporate Officers and Key Personnel The following officers and key personnel are full-time employees of GlobalX except as noted. Messrs. Nunez and Salvador are also employees of Group. Start dates are noted on updated resumes included in Exhibit 12. Mr. Andino has left GlobalX. [Management 2] Juan Nunez, Chief Operating Officer, VP Flight Operations, and Director of Operations – Mr. Nunez has over 25 years of airline experience and has served as Chief Pilot and assistant Director of Operations for Eastern Air Lines and a Chief Pilot for 21 Air. He has logged over 3,500 Pilot in Command (“PIC”) hours under Part 121 and 12,000+ hours as a Pilot, Check Pilot, and Instructor. He is type rated on Boeing 737/757/767/747 aircraft and has operated charters worldwide under ETOPS (Atlantic & Pacific) and CAT II-III operating conditions. Mark Salvador, Chief Marketing Officer – Mr. Salvador has over 17 years of experience in the travel industry with successful tenures at Carnival Corporation, where he served as Global Head of Business Development for six cruise brands, and Royal Caribbean International where he was the Head of Gaming for two cruise brands. He also held progressive leadership positions with Caesars Entertainment. Mark has extensive experience developing air charter programs. He holds a B.S. in Marketing and International Business from the University of Dayton. George Hambrick, Chief Safety Officer – Mr. Hambrick has over 53 years of experience in military and commercial aviation as an Army aviator, major airline Captain flying 777s, and as a senior FAA Inspector. Mr. Hambrick has over 4,500 hours flying rotary wing aircraft and over 12,000 flying fixed wing commercial jet aircraft. He has flown off-shore helicopter operations and retired after twenty years in the United States Army and Air Force. He then joined American Airlines, where he flew multiple aircraft types including the 777, and after retirement he worked for the Federal Aviation Administration (FAA) as both a Senior Aviation Analyst and an Aviation Safety Inspector and Manager. Mr. Hambrick is an industry wide recognized aircraft safety expert with deep knowledge of the Safety Management System (SMS), OSHA, ICAO, IATA and FAA. He has worked with domestic and foreign governments and operators in many safety-related fields. Mr. Hambrick graduated from


Exhibit 8

- 5 -

Louisiana Tech University with a BS in Aviation Technology and from the US Air Command and Staff College. He also attended the Univ. of Southern California (USC) Flight Safety Degree Program. Hector Crocker, Chief Pilot – Mr. Crocker has over 20 years of commercial aviation experience with over 13,900 hours of total flight time, including 6,500 PIC hours flying for Part 121 airlines including Eastern, Atlas Air, and 21 Air. He has extensive international operations experience with over 200 oceanic crossings along with experience as check airman and simulator instructor for various airlines. He is type rated on Airbus A320 and Boeing 727,737,747,757,767 aircraft. Julio Berard, Director of Maintenance – Mr. Berard brings over 35 years of maintenance experience to GlobalX and more than 25 years as a Part 119 Director of Maintenance and Chief Inspector. His experience includes Chief Inspector of GlobalX, Repair Station Manager for Atlas Air and AAR, 17 years as Director of Maintenance for Amerijet, and Manager roles with Carnival Air Lines and Pan American Airways. He is a graduate of George T. Baker Aviation Technical College where he received his FAA & Powerplant Certificate. Julio Abreu, Chief Inspector – Mr. Abreu has over 11 years in aircraft maintenance. He has served as a line maintenance and avionics technician on B737 (series), B767 (series), MD-80 (series), and A320 (series) aircraft and as a Maintenance Manager and Quality Control Supervisor, with 8 years’ experience as an RII inspector. Sheila Paine, Group Secretary – Ms. Paine, a Canadian citizen, was the long-time corporate secretary of Jetlines before the RTO and is employed by King & Bay West Management Corp. in British Columbia.

(g) Relevant corporations; persons having a substantial interest in the applicant.

(1) GlobalX is owned and controlled by Group

GlobalX, as noted above, is a Delaware corporation. All of its 500 issued and outstanding shares of common stock are owned by Global Crossing Airlines Group, Inc. (“Group”), a Delaware corporation. [Ownership 1(c)]

Group is a recently “domesticated” version of the Canadian company described in the original application. It was formed in June 2020 through a


Exhibit 8

- 6 -

business combination (“the RTO,” i.e., a reverse takeover transaction) of a U.S. investment entity and Canada Jetlines Ltd., a public Canadian company.3 Today Group has a single class of common stock, with 200 million shares authorized. As of December 31, 2020, 28,938,060 shares were outstanding. Group common stock carries no rights to convert into other classes or series of stock; as a single class, all shares have the same dividend and liquidation rights. [Ownership 1(a)] The seven-person Group Board of Directors includes five U.S. citizens, one U.K. citizen previously associated with Jetlines, and one Lithuanian citizen representing SmartLynx Airlines, a strategic partner discussed below. All of Group’s and GlobalX’s managing officers and key personnel except one are U.S. citizens. (2) Group shareholdings meet U.S. voting requirements All Group shares are issued with voting rights, and all U.S. citizen shareholders may exercise those rights. Non-U.S. citizens, though, may not exercise them unless they are registered on a Foreign Stock Record, and total voting rights of non-U.S. citizens are capped at 24.9% of total votes. This customary U.S. airline method of managing the voting rights of non-U.S. shareholders in a publicly-traded corporation was explained further in the Management Information Circular issued October 15, 2020 at 12 (available on SEDAR). [Ownership 1(a)]

Our bylaws provide that the failure of non-U.S. citizens to register their shares on a separate stock record, which we refer to as the “foreign stock record,” would result in a suspension of their voting rights in the event that the aggregate foreign ownership of the outstanding common stock exceeds the foreign ownership restrictions imposed by federal law. Our bylaws also provide that any transfer or issuance of our stock that would cause the amount of our stock owned by persons who are not U.S. citizens to exceed foreign ownership restrictions imposed by federal law will be

3 Publicly-filed documentation relating to the prior company, Global Crossing Airlines

Inc. of British Columbia, f/k/a Canada Jetlines Inc., is available on the Canadian securities document system, SEDAR. Absolute shareholdings and the types of shares described in SEDAR documents will not necessarily match the current Group share structure. In the June 2020 Jetlines/GlobalX transaction, shares were exchanged on the basis of 1 new share for 10 old shares. Further, the new company issued Common Voting Shares to U.S. citizens and Variable Voting Shares to non-U.S. citizens. Upon domestication in December 2020, all such shares were to be exchanged one-for-one with Group common shares. Thus, this document refers simply to stock and shares regardless of whether pre- or post-domestication shares are involved.


Exhibit 8

- 7 -

void and of no effect. Our bylaws further provide that no shares of our common stock will be registered on the foreign stock record if the amount so registered would exceed the foreign ownership restrictions imposed by federal law. If [this occurs,] shares will be removed from the foreign stock record in reverse chronological order based on the date of registration therein, until the number of shares registered therein does not exceed the foreign ownership restrictions imposed by federal law.

(3) Group shareholdings meet U.S. total equity requirements Department policy permits non-U.S. citizens from Open Skies countries to hold up to 49% of the total equity of a U.S. carrier. Based on its analysis, GlobalX believes that no more than 45% of outstanding shares are held by non-U.S. citizens. It also has no reason to believe any of the outstanding shares are held by citizens of countries without a liberal aviation agreement with the United States. Group’s history of share distribution is recounted briefly below. Group also analyzed its shareholder records as of December 31, 2020, accounting for post-RTO share transactions between private parties. Issuance of shares in 2020 For context, it’s useful to review the ways in which Group shares were issued during and after the RTO. As part of the RTO, 11,842,851 shares were issued to GlobalX’s U.S. investors, 8,482,990 shares were held by Jetlines shareholders, and 805,959 shares were issued to former Jetlines personnel. Further, liabilities of GlobalX and Jetlines were settled with distributions of new shares to creditors. Creditors of GlobalX, believed to be mostly, if not entirely, U.S. citizens and companies, received 2,357,594 shares. Creditors of Jetlines, believed to be for the most part Canadian, received 463,959 shares. Before the RTO, Group and GlobalX announced a strategic relationship with SmartLynx, a European carrier that operates the same Airbus aircraft as proposed by GlobalX in the same lines of business, that is, passenger charter and wet lease operations.4 Under a Framework Agreement for that relationship, SmartLynx Airlines Malta Limited received 2,000,000 Group shares at the time of the public offering and 2,000,000 Group warrants at

4 SmartLynx affiliates operate airlines in Latvia, Estonia, and Malta. Jetlines had been

in discussions with SmartLynx before the Global Crossing Airlines transactions.


Exhibit 8

- 8 -

the time of the RTO. SmartLynx will be available to advise GlobalX on various technical and operational considerations and may name observers to Group’s audit committee and GlobalX’s operating committee. Copies of the Framework and related agreements are attached as Confidential Exhibit D,5 GlobalX also announced before the RTO that a second strategic partner, GEM Global Yield LLC SCS of Luxembourg, will provide Group, upon request, up to CDN$100 million in financing (US$78.25 million at the January 11, 2021 exchange rate). The agreement began with Group issuing GEM a prepaid financing fee and 2,106,290 warrants, which would account for 6% of outstanding common shares if fully diluted. The GEM share subscription agreement and warrant are attached as Confidential Exhibit E. To date Group has received US$664,894 in net proceeds from its drawdowns in return for 769,785 shares. As shown below, GEM has sold many of the shares it has received. [Financial 4] Immediately after the RTO, Group’s initial public offering resulted in the distribution of just over four million new shares (excluding the two million shares issued to SmartLynx as discussed below). Twenty-five Canadian investors received a total of 2,114,400 shares, twelve U.S. investors received 1,980,000 shares, and an Australian investor received 80,000 shares.6 Finally, Group has issued shares and options to service providers. These include Hybrid Financial and Pi Financial, discussed below. Additional shares were issued to Associated Energy Group (100,000 shares, aircraft fueling) and the Howard Group (30,000 shares, corporate communications). Shareholder analysis as of December 31, 2020 After reviewing its shareholder records, GlobalX has confirmed that at least 54.3% of the outstanding equity of Group is held by U.S. citizens. Fifteen U.S. individuals and trusts directly connected with the project hold 48.4%.

5 Framework Agreement, Services Agreement, Subscription Agreement, SmartLynx-

Jetlines Stock Option Agreement, SmartLynx-GlobalX Right of First Refusal Letter, and Warrant.

6 Report of Exempt Distribution dated June 25, 2020, available through SEDAR.


Exhibit 8

- 9 -

These include the three largest shareholders, each holding 10% or more of the outstanding voting stock (the “Key Group Owners”). [Ownership 1(b)]:

Mr. Wegel: 4,887,144 shares (16.9%); 18.4% including family Mr. DaGrosa: 3,360,714 shares (11.6%); 11.9% with trust Mr. Bevans: 2,960,715 shares (10.3%)

U.S. stock transfer agents and two U.S. brokerages hold an additional 5.9%, Only five non-U.S. companies, and no individuals, own 1% or more of the outstanding voting stock. SmartLynx (Europe) holds 2,000,000 shares (6.9%). Two Canadian financial services companies, Hybrid Financial Inc. (investor relations) and Pi Financial (brokerage services), own 780,000 (2.7%) and 641,500 shares (2.2%), respectively. GEM (Europe) holds 150,000 shares (1.0%). RBC Dominion Securities, a Canadian brokerage, holds 479,495 shares (1.7%). The remaining shares of Group are widely held; there are about 6,000 shareholders of record. Group expects that continued public trading on Toronto’s TSX Venture Exchange (as JET) and the U.S. OTCQB Venture Market (as JETMF) will tend to draw new public shareholders primarily from the U.S. and Canada. For all the foregoing reasons, GlobalX’s ownership structure complies with U.S. citizenship requirements and longstanding Department policy allowing up to 49% of a U.S. carrier’s total equity to be held by investors from Open Skies countries.

(4) Unexercised Warrants and Options Several types of warrants and options to purchase Group stock, some described immediately above, were created during the initial transaction. Some have already been exercised, and the remainder are outstanding today. All provide only rights to purchase Group common stock at agreed strike prices and do not provide any other rights with respect to Group or its ownership or control. The Department's practice has been to review rights like options and warrants but not to speculate on how their future exercise might affect equity.7

7 See Virgin America, Inc., Order 2007-3-16 at 53 & nn. 343-45 ("we generally do not

consider securities of this type as constituting voting interests unless and until the... warrants are exercised"). Cf. Cargo 360, Inc., Order 2005-12-19 (financing including warrants held by non-U.S. citizens acceptable).


Exhibit 8

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As of December 31, 2020, a total of 7.51 million warrants are outstanding. These consist of the SmartLynx (2,000,000) and GEM (2,106,290) warrants, warrants issued one-for-one with shares during the public offering (3,344,400), and warrants issued to service providers (56,315). In addition, there are Group plans for options, restricted share units (RSU), and performance share units (PSU) that together provide for the issuance of rights to purchase up to 5,460,000 shares. The plans are designed to allow Group and GlobalX to award directors, officers, employees, and consultants stock purchase rights as compensation or bonuses. As of December 31, 2020, 2,147,000 such rights were outstanding. Copies of the plans are provided as Confidential Exhibit F.

(h,i) Subsidiaries; ownership and control of other carriers or

aeronautical enterprises.

GlobalX, the applicant, has three subsidiaries. The first two listed are wholly-owned by GlobalX.

Global Crossing Airlines, LLC, a Florida company, manages real estate for Group and its affiliates. CubaX Air Tours, LLC, a Florida company, intends to offer U.S.-Cuba air service. GlobalX Ground Team is a joint venture company to be managed by GlobalX and Global Aviation Services, Inc. of Toronto, Ontario, Canada. Its owners are GlobalX (50%) and KD Holdings LLC (50%), a U.S. company affiliated with Global Aviation Services. The company will provide ground handling services for GlobalX aircraft at airports in the US, Canada, and the Caribbean and offer ground and other handling services to other airlines at those airports.

In addition to GlobalX, Group has three, wholly-owned, Canadian subsidiaries. Canada Jetlines Operations Ltd. is a development-stage airline to be based in Canada. The other two are inactive, vestigial investments from Group’s earlier days as a Canadian investment company.


Exhibit 8

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(j,k) Financial statements. Audited 2018 and 2019 financial statements, reflecting the formation and early development of GlobalX in the U.S., are attached as Exhibit 13. These statements reflect the company’s beginning as a privately-held company. [Financial 3] The most recent, consolidated financial statements for Group and GlobalX, as of the quarter ending September 30, 2020, are attached as Exhibit 14. [Financial 2]

(l,m) Actions and outstanding judgments. To GlobalX's knowledge, there are no actions or outstanding judgments to report with respect to Group, Global, Key Group Owners, or the key personnel identified in this Exhibit 8 (together, “Key Personnel”) under 14 C.F.R. § 204.3(l-m). [Management 1(b)]

(n) Fleet information.

GlobalX intends to begin passenger charter operations with leased Airbus A320 series aircraft. It will increase its fleet during the first full year of operations to two aircraft. The first aircraft, MSN 2695, is leased from Dubai Aerospace Enterprises and was delivered in December 2020. A copy of the lease is attached as Confidential Exhibit G, and the safety affidavit required by 14 C.F.R. § 204.5(n)(3) as Exhibit 15. GlobalX continues to negotiate for its second aircraft. GlobalX intends to rely on certificated, third-party maintenance and repair organizations for maintenance. The Director of Maintenance will oversee all contracts for aircraft maintenance. On October 27, 2020 GlobalX signed an agreement for Spirit Airlines to provide on-call and line maintenance.

(o) Pending investigations, actions, or formal complaints filed by DOT or the FAA.

No pending investigations, enforcement actions or formal complaints have been filed against GlobalX concerning compliance with Federal aviation laws. Further, to the carrier’s knowledge, there are no pending investigations, actions, or complaints to report under 14 C.F.R. § 204.3(o) for Group, Key Group Owners, and Key Personnel. [Management 1(b)]


Exhibit 8

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(p) Other charges.

To GlobalX's knowledge, neither Group, Global, Key Group Owners, or Key Personnel have had charges of unfair or deceptive or anticompetitive business practices, or of fraud, felony or antitrust violation, brought against them in the past ten years. [Management 1(b)]

(q) Aircraft accidents or incidents. To GlobalX's knowledge, neither GlobalX nor Key Personnel have experienced aircraft accidents or incidents that occurred in the preceding five years or that remain under investigation by the FAA or the NTSB. [Management 1(b)]

(r) Brief narrative history of the applicant.

To date, GlobalX has not conducted any business, other than the development efforts described in this application, and is focusing on its certification as a charter air carrier.

(s) Federal, State, and foreign transportation authority.

GlobalX’s current Pre Application Statement of Intent (Rev. D of Dec. 4, 2020) is filed with the FAA’s South Florida Certificate Management Office and is attached as Exhibit 16. [General 1] While GlobalX’s present plans contemplate only charter service, which can be operated with supplemental FAA operations specifications, GlobalX is taking the additional steps to obtain domestic and flag operations specifications. Among other things, this will allow GlobalX to wet lease aircraft to scheduled airlines. FAA contacts for the certification include David Lusk and Vincent Rossi, both served with this application. In November 2020 GlobalX completed Phase II of its FAA certification. Its first training class of pilots began January 4, 2021, and its first class of pursers and flight attendants will begin training on January 20, 2021. GlobalX and the FAA expect proving runs to begin on or about March 2, 2021, and GlobalX has proposed to begin operations on or about April 1, 2021. [General 2]


Exhibit 8

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(t) Operating projections and a description of the service to be operated.

GlobalX proposes to begin passenger charter operations with a single, leased, Airbus A320 aircraft. It will offer this aircraft, and a second aircraft scheduled for delivery later in 2021, for public and private passenger charters in domestic and foreign markets. The initial bases of operation for its charter operations will be Atlantic City, NJ and Miami, FL.

Exhibit 17 includes an updated operating forecast with pre-operating and first-year expenses for the proposed operations, a redacted discussion of forecast assumptions, and a forecast balance sheet for the end of the first full year of operations. [Financial 5,6] Projected revenue and certain assumptions redacted from Exhibit 17 are provided as Confidential Exhibit H. These exhibits were prepared by GlobalX’s CFO under the direction of Group’s Board of Directors.

GlobalX anticipates that it will offer most charters as "ACMI" contracts, under which charterers will be directly responsible for fuel costs. Thus, fuel expenses shown are limited to ferry flights and other non-revenue flying [Financial 7]. To date, GlobalX has paid most start-up costs as incurred, and it anticipates that its remaining start-up costs in 2021 will be approximately $1.56 million. With its new, two-aircraft proposal, GlobalX estimates that in its first full year of operations, operating expenses will total approximately $14 million.

The capital required for GlobalX to complete certification and to meet the Department's financial fitness requirement will be provided through an additional public offering or additional drawdowns from the GEM facility. GlobalX will complete this financing in the next 60 days and will provide third-party verification of the amount held at that time. [Financial 1]

GlobalX does not anticipate that its first full year of operations will result in a near-term net annual change in aircraft fuel consumption of 10 million gallons or more, and it has determined that adequate fuel is available for this service. To the extent the Department nonetheless concludes that grant of the requested authority would constitute a major regulatory action, GlobalX requests that the Department waive the requirement that an Energy Statement under 14 C.F.R. Part 313 be prepared.


Exhibit 8

- 14 -

(u) Montreal Agreement (relating to liability); family assistance and passenger manifest plans.

On January 14, 2021 GlobalX filed the required counterpart of the Montreal Agreement as document OST-1995-236-0798, its family assistance plan as document OST-1996-1960-0763, and its passenger manifest plan as document OST-1998-3305-0727. Its tarmac delay plan was submitted to the Department on October 13, 2020. [Compliance Disposition 1-4]

(v) Certification.

Attached as Exhibit 18.

LIST OF EXHIBITS 8 Narrative discussion 9 Group certificates of good standing, domestication, and incorporation; By-Laws 10 GlobalX certificate of good standing; By-Laws 11 Citizenship affidavit 12 Resumes 13 GlobalX 2018/2019 financial statements 14 GlobalX 3Q2020 financial statements 15 Fleet affidavit 16 FAA Pre-Application Statement of Intent 17 Revised Operating Forecast 18 Certification

LIST OF CONFIDENTIAL EXHIBITS (filed under seal) C Updated FAA certificate numbers D SmartLynx agreements E GEM agreements F Company stock option plans G MSN 2695 Aircraft Lease H Unredacted Operating Forecast

Delaware The First State

Page 1

4520926 8100D Authentication: 202228303SR# 20208729446 Date: 01-06-21You may verify this certificate online at corp.delaware.gov/authver.shtml

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF DOMESTICATION OF “GLOBAL CROSSING

AIRLINES INC.”, FILED IN THIS OFFICE THE TWENTY-SECOND DAY OF

DECEMBER, A.D. 2020, AT 12:51 O`CLOCK P.M.

DelawareThe First State

Page 1

4520926 8100D Authentication: 202228303SR# 20208729446 Date: 01-06-21You may verify this certificate online at corp.delaware.gov/authver.shtml

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF INCORPORATION OF “GLOBAL CROSSING

AIRLINES GROUP INC.” FILED IN THIS OFFICE ON THE TWENTY-SECOND

DAY OF DECEMBER, A.D. 2020, AT 12:51 O`CLOCK P.M.

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BYLAWS OF GLOBAL CROSSING AIRLINES GROUP INC.

ARTICLE I

Offices

SECTION 1.01 Registered Office. The registered office and registered agent of Global Crossing Airlines Group Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Corporation’s certificate of incorporation as then in effect (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”). The Corporation may also have offices in such other places in the United States or elsewhere (and may change the Corporation’s registered agent) as the Board of Directors may, from time to time, determine or as the business of the Corporation may require as determined by any officer of the Corporation.

ARTICLE II

Meetings of Stockholders

SECTION 2.01 Annual Meetings. Annual meetings of stockholders may be held at such place, if any, either within or without the State of Delaware, and at such time and date as the Board of Directors shall determine and state in the notice of meeting. The Board of Directors may, in its sole discretion, determine that annual meetings of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as described in Section 2.11 of these Bylaws in accordance with Section 211(a) of the General Corporation Law of the State of Delaware, as from time to time amended (the “DGCL”). The Board of Directors may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors. SECTION 2.02 Special Meetings. Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time only by or at the direction of the Board of Directors, the Executive Chairman of the Board of Directors, the Executive Chief Executive Officer or, in the absence of an Executive Chief Executive Offer, the Executive President. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation. A special meeting may be held at such place, if any, either within or without the State of Delaware, and at such time and date as the Board of Directors, the Executive Chairman of the Board of Directors, the Executive Chief Executive Officer or, in the absence of an Executive Chief Executive Offer, the Executive President, shall determine and state in the notice of meeting. The Board of Directors may, in its sole discretion, determine that special meetings of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as described in Section 2.11 of these Bylaws in accordance with Section 211(a) of the DGCL. The Board of Directors may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board of Directors, the Executive Chairman of the Board of Directors, the Executive Chief Executive Officer or, in the absence of an Executive Chief Executive Offer, the Executive President. SECTION 2.03 Notice of Stockholder Business and Nominations.

(A) Annual Meetings of Stockholders.

(1) Except for (a) any directors elected or appointed in accordance with Section 3.05 hereof by the Board of Directors to fill a vacancy or newly-created directorship, or (b) as otherwise required by

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applicable law or stock exchange regulation, at any meeting of stockholders, only persons who are nominated in accordance with the procedures in this Section 2.03 shall be eligible for election as directors. Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (x) pursuant to the Corporation’s notice of meeting (or any supplement thereto) delivered pursuant to Section 2.04 of these Bylaws, (y) by or at the direction of the Board of Directors or any authorized committee thereof or (z) by any stockholder of the Corporation who is entitled to vote at the meeting, who, subject to paragraph (C)(3) of this Section 2.03, complied with the notice procedures set forth in paragraphs (A)(2) and (A)(3) of this Section 2.03 and who was a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. (2) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (b) of paragraph (A)(1) of this Section 2.03, the stockholder must have given timely, proper notice thereof in writing to the Secretary of the Corporation, and, in the case of business other than nominations of persons for election to the Board of Directors, such other business must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than thirty (30) days, or delayed by more than seventy (70) days, from the anniversary date of the previous year’s meeting, or if no annual meeting was held or deemed to have occurred in the preceding year, notice by the stockholder to be timely must be so delivered not earlier than one hundred and twenty (120) days prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. Public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice. Notwithstanding anything in this Section 2.03(A)(2) to the contrary, if the number of directors to be elected to the Board of Directors at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) days prior to the first anniversary of the prior year’s annual meeting of stockholders, then a stockholder’s notice required by this Section shall be considered timely, but only with respect to nominees for any new positions created by such increase, if it is received by the Secretary of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation. (3) To be in proper written form, such stockholder’s notice to the Secretary shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially and of record by the person and any Stockholder Associated Person (as defined below), (iv) the date such shares were acquired and the investment intent of such acquisition, (v) a detailed description of the terms of any agreement, arrangement or understanding between the proposed nominee and any person or entity other than the Corporation with respect to any direct or indirect compensation or reimbursement for service as a director of the Corporation or relating to the proposed nominee’s nomination and (vi) any other information relating to the person that would be required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected;

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(b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the Stockholder Associated Person, if any, on whose behalf the proposal is made; (c) as to the stockholder giving the notice and the Stockholder Associated Person, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books and records and any Stockholder Associated Person, (ii) the class or series and number of shares of capital stock of the Corporation which are owned, directly or indirectly, beneficially and of record by such stockholder and any Stockholder Associated Person, (iii) a representation that the stockholder is a holder of record of the stock of the Corporation at the time of the giving of the notice, will be entitled to vote at such meeting and will appear in person or by proxy at the meeting to propose such business or nomination, (iv) a representation regarding whether the stockholder or the Stockholder Associated Person, if any, will be or is part of a group which will (x) deliver a proxy statement and/or form of proxy to holders of at least the percentage of the voting power of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (y) otherwise to solicit proxies or votes from stockholders in support of such proposal or nomination, (v) a certification regarding whether such stockholder and/or Stockholder Associated Person, if any, have complied with all applicable federal, state and other legal requirements in connection with the stockholder’s and/or Stockholder Associated Person’s acquisition of shares of capital stock or other securities of the Corporation and/or the stockholder’s and/or Stockholder Associated Person’s acts or omissions as a stockholder of the Corporation and (vi) any other information relating to such stockholder and/or Stockholder Associated Person, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder; (d) a description of any agreement, arrangement or understanding with respect to the nomination or proposal and/or the voting of shares of any class or series of stock of the Corporation between or among the stockholder giving the notice and/or any Stockholder Associated Person; and (e) a description of any agreement, arrangement or understanding (including without limitation any contract to purchase or sell, acquisition or grant of any option, right or warrant to purchase or sell, swap or other instrument) to which any Stockholder Associated Person is a party, the intent or effect of which may be (i) to transfer to or from any Stockholder Associated Person, in whole or in part, any of the economic consequences of ownership of any security of the Corporation, (ii) to increase or decrease the voting power of any Stockholder Associated Person with respect to shares of any class or series of stock of the Corporation and/or (iii) to provide any Stockholder Associated Person, directly or indirectly, with the opportunity to profit or share in any profit derived from, or to otherwise benefit economically from, any increase or decrease in the value of any security of the Corporation. A stockholder providing notice of a proposed nomination for election to the Board of Directors or other business proposed to be brought before a meeting (whether given pursuant to this paragraph (A)(3) or paragraph (B) of this Section 2.03 of these Bylaws) shall update and supplement such notice from time to time to the extent necessary so that the information provided or required to be provided in such notice shall be true and correct (x) as of the record date for determining the stockholders entitled to notice of the meeting and (y) as of the date that is fifteen (15) days prior to the meeting or any adjournment or postponement thereof, provided that if the record date for determining the stockholders entitled to vote at the meeting is less than fifteen (15) days prior to the meeting or any adjournment or postponement thereof, the information shall be supplemented and updated as of such later date. Any such update and supplement shall be delivered in writing to the Secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) days after the record date for determining the stockholders entitled to notice of the meeting (in the case of any update and supplement

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required to be made as of the record date for determining the stockholders entitled to notice of the meeting), not later than ten (10) days prior to the date for the meeting or any adjournment or postponement thereof (in the case of any update or supplement required to be made as of fifteen (15) days prior to the meeting or adjournment or postponement thereof) and not later than five (5) days after the record date for determining the stockholders entitled to vote at the meeting, but no later than the date prior to the meeting or any adjournment or postponement thereof (in the case of any update and supplement required to be made as of a date less than fifteen (15) days prior to the date of the meeting or any adjournment or postponement thereof). The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation and to determine the independence of such director under the Exchange Act and rules and regulations thereunder and applicable stock exchange rules. A “Stockholder Associated Person” of any stockholder is (x) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (y) any beneficial owner of shares of capital stock of the Corporation owned of record or beneficially by such stockholder, and (z) any person controlling, controlled by or under common control with such Stockholder Associated Person.

(B) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board of Directors or any committee thereof or (2) provided that the Board of Directors (or in the case of a special meeting requested pursuant to Section 2.02 of these Bylaws, the holders of a majority of the voting power of the Corporation requesting such special meeting) has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in this Section 2.03 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting if the stockholder’s notice as required by paragraph (A)(2) of this Section 2.03 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of (x) the 90th day prior to such special meeting or (y) the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. (C) General. (1) Only such persons who are nominated in accordance with the procedures set forth in this Section 2.03 shall be eligible to serve as directors and only such business shall be conducted at an annual or special meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the chairperson of the meeting shall, in addition to making any other determination that may be appropriate for the conduct of the meeting, have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall be disregarded. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the chairperson of

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the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairperson of the meeting shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairperson, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairperson of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the chairperson of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants and on shareholder approvals. Notwithstanding the foregoing provisions of this Section 2.03, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.03, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. Unless and to the extent determined by the Board of Directors or the chairperson of the meeting, a meeting of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. (2) Whenever used in these Bylaws, “public announcement” shall mean disclosure (a) in a press release released by the Corporation, provided such press release (i) is released by the Corporation following its customary procedures, (ii) is reported by the Dow Jones News Service, Associated Press or comparable national news service, or (iii) is generally available on internet news sites, or (b) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder. (3) Notwithstanding the foregoing provisions of this Section 2.03, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 2.03; provided, however, that, to the fullest extent permitted by law, any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to these Bylaws (including paragraphs (A)(1)(c) and (B) hereof), and compliance with paragraphs (A)(1)(c) and (B) of this Section 2.03 of these Bylaws shall be the exclusive means for a stockholder to make nominations or submit other business. SECTION 2.04 Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a timely notice in writing or by electronic transmission, in the manner provided in Section 232 of the DGCL, of the meeting, which shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purposes for which the

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meeting is called, shall be mailed to or transmitted electronically by the Secretary of the Corporation to each stockholder of record entitled to vote thereat as of the record date for determining the stockholders entitled to notice of the meeting. Unless otherwise provided by applicable law, the rules of any stock exchange upon which the Corporation’s securities are listed, the Certificate of Incorporation or these Bylaws, the notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting. SECTION 2.05 Quorum. Unless otherwise required by law, the Certificate of Incorporation or the rules of any stock exchange upon which the Corporation’s securities are listed, the holders of record of one-third of the voting power of the issued and outstanding shares of capital stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders. Notwithstanding the foregoing, where a separate vote by a class or series or classes or series is required, a majority in voting power of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on that matter. Once a quorum is present to organize a meeting, it shall not be broken by the subsequent withdrawal of any stockholders. SECTION 2.06 Voting. Except as otherwise provided by or pursuant to the provisions of the Certificate of Incorporation or these Bylaws, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting, to the extent permitted by and in the manner provided in the Certificate of Incorporation, may authorize another person or persons to act for such stockholder by proxy in any manner provided by applicable law, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. Unless required by the Certificate of Incorporation or applicable law, or determined by the chairperson of the meeting to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by such stockholder’s proxy, if there be such proxy. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the subject matter shall decide any question brought before such meeting, unless the question is one upon which, by express provision of applicable law, of the rules or regulations of any stock exchange applicable to the Corporation, of any regulation applicable to the Corporation or its securities, of the Certificate of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Notwithstanding the foregoing sentence and subject to the Certificate of Incorporation, all elections of directors shall be determined by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. SECTION 2.07 Chairperson of Meetings. The Executive Chairman of the Board of Directors, if one is elected by the Board of Directors, or, in his or her absence or disability, the Executive Chief Executive Officer of the Corporation, or in the absence of the Executive Chairman of the Board of Directors and the Executive Chief Executive Officer, a person designated by the Board of Directors shall be the chairperson of the meeting and, as such, preside at all meetings of the stockholders. SECTION 2.08 Secretary of Meetings. The Secretary of the Corporation shall act as secretary at

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all meetings of the stockholders. In the absence or disability of the secretary, the Executive Chairman of the Board of Directors or the Executive Chief Executive Officer shall appoint a person to act as Secretary at such meetings. SECTION 2.09 Consent of Stockholders in Lieu of Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote only to the extent permitted by and in the manner provided in the Certificate of Incorporation and in accordance with applicable law. SECTION 2.10 Adjournment. At any meeting of stockholders of the Corporation, the chairperson of the meeting or stockholders holding a majority in voting power of the shares of stock, present in person or by proxy and entitled to vote thereat even if less than a quorum, shall have the power to adjourn the meeting from time to time without notice other than announcement at the meeting if the adjournment is for less than thirty (30) days. Any business may be transacted at the adjourned meeting that might have been transacted at the meeting originally noticed. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date so fixed for notice of such adjourned meeting. SECTION 2.11 Remote Communication. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication: (A) participate in a meeting of stockholders; and (B) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided, that (1) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (2) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (3) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation. SECTION 2.12 Inspectors of Election. The Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the chairperson of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to

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execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors so appointed or designated shall (A) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each such share, (B) determine the shares of capital stock of the Corporation represented at the meeting and the validity of proxies and ballots, (C) count all votes and ballots, (D) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (E) certify their determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

ARTICLE III

Board of Directors

SECTION 3.01 Powers. Except as otherwise provided by the Certificate of Incorporation, these Bylaws or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by the DGCL or the Certificate of Incorporation or these Bylaws directed or required to be exercised or done by the stockholders. SECTION 3.02 Number and Term; Executive Chairman. Subject to the Certificate of Incorporation, the Board of Directors shall consist of not less than three (3) directors, with the exact number of directors to be determined from time to time exclusively by resolution of the Board of Directors. Directors shall be elected by the stockholders at their annual meeting, and the term of each director so elected shall be as set forth in the Certificate of Incorporation. Notwithstanding anything to the contrary in these bylaws, the number of Non-Citizens (as defined in Article X below) who can hold office shall at no time exceed the limitations provided under the Act (which, as of the effective time of these Bylaws and for informational purposes only, is one-third (1/3) of the total number of officers then holding office). Directors need not be stockholders. The Board of Directors shall elect an Executive Chairman of the Board, who shall have the powers and perform such duties as provided in these Bylaws and as the Board of Directors may from time to time prescribe. The Executive Chairman of the Board shall preside at all meetings of the Board of Directors at which he or she is present. If the Executive Chairman of the Board is not present at a meeting of the Board of Directors, the Executive Chairman may designate another director of the Board to preside at such meeting. If the Chairperson of the Board is not present at a meeting of the Board of Directors and the Executive Chairman has not designated another director to preside at the meeting pursuant to the preceding sentence, the Executive Chief Executive Officer (if the Executive Chief Executive Officer is a director and is not also the Executive Chairman of the Board) shall preside at such meeting, and, if the Executive Chief Executive Officer is not present at such meeting or is not a director, a majority of the directors present at such meeting shall elect one (1) of their members to preside. SECTION 3.03 Resignations. Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors, the Executive Chairman of the Board of Directors, the Executive Chief Executive Officer or the Secretary of the Corporation. The resignation shall take effect at the time specified therein, and if no time is specified, at the time of its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise expressly provided in the resignation. SECTION 3.04 Removal. Directors of the Corporation may only be removed in the manner provided

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in the Certificate of Incorporation and applicable law. SECTION 3.05 Vacancies and Newly Created Directorships. Except as otherwise provided by law, vacancies occurring in any directorship (whether by death, resignation, retirement, disqualification, removal or other cause) and newly created directorships resulting from any increase in the number of directors shall be filled in accordance with the Certificate of Incorporation. Any director elected or appointed to fill a vacancy or newly created directorship shall hold office until the next election of directors and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal. SECTION 3.06 Meetings. The annual meeting of the Board of Directors shall be held immediately after the annual meeting of the stockholders in each year. Such meeting may be held at such place as the Board of Directors may fix from time to time or as may be specified or fixed in the notice of such meeting or waiver thereof. In the event such annual meeting is not held on the same day and at the same place as the annual meeting of stockholders, the annual meeting of the Board of Directors may be held at such place either within or without the State of Delaware, on such date and at such time as shall be specified in a notice thereof or in a waiver of notice thereof signed by any director who chooses to waive the requirement of notice. Special meetings of the Board of Directors may be called by the Executive Chief Executive Officer of the Corporation, the Executive Chairman of the Board of Directors, the Executive President of the Company, the Secretary of the Company or any two or more members of the Board of Directors and shall be at such place, date and time as may be fixed by the person or persons at whose direction the meeting is called. Notice need not be given of regular meetings of the Board of Directors. At least twenty-four (24) hours before each special meeting of the Board of Directors, either written notice, notice by electronic transmission or oral notice (either in person or by telephone) of the time, date and place of the meeting shall be given to each director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. SECTION 3.07 Quorum, Voting and Adjournment. A majority of the total number of directors then serving on the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present thereat may adjourn such meeting to another time and place. Notice of such adjourned meeting need not be given if the time and place of such adjourned meeting are announced at the meeting so adjourned. SECTION 3.08 Committees; Committee Rules. The Board of Directors may designate one or more committees, each such committee to consist of one or more of the directors of the Corporation as determined by the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the committee. At least two-thirds (2/3) of the members of each committee of the Board of Directors shall be comprised of individuals who meet the definition of “a citizen of the United States,” as defined by the

Aviation Act (as defined in Article X); provided, however, that if a committee of the Board of Directors has one (1) member, such member shall be a “a citizen of the United States,” as defined immediately above. Any such committee, to the extent permitted by law and provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. All committees of the Board of Directors shall keep minutes of their meetings and shall report their proceedings to the Board of Directors when requested or required by the Board of Directors. Each committee of the Board of Directors

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may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present at a meeting of the committee at which a quorum is present. Unless otherwise provided in such a resolution, in the event that a member and that member’s alternate, if alternates are designated by the Board of Directors, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. SECTION 3.09 Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or any committee thereof, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed in the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form or shall be in electronic form if the minutes are maintained in electronic form. SECTION 3.10 Remote Meeting. Unless otherwise restricted by the Certificate of Incorporation, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting by means of conference telephone or other communications equipment in which all persons participating in the meeting can hear each other. Participation in a meeting by means of conference telephone or other communications equipment shall constitute presence in person at such meeting. SECTION 3.11 Compensation. The Board of Directors shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity. SECTION 3.12 Reliance on Books and Records. A member of the Board of Directors, or a member of any committee designated by the Board of Directors shall, in the performance of such person’s duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

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ARTICLE IV

Officers

SECTION 4.01 Number. The officers of the Corporation shall include an Executive Chief Executive Officer and a Secretary, each of whom shall be elected by the Board of Directors and who shall hold office for such terms as shall be determined by the Board of Directors and until their successors are elected and qualify or until their earlier resignation or removal. In addition, the Board of Directors may elect an Executive President, Executive Chief Operating Officer, Executive Chief Financial Officer, one or more Business Unit Presidents and one or more Vice Presidents, including one or more Executive Vice Presidents, Senior Vice Presidents, a Treasurer and one or more Assistant Treasurers and one or more Assistant Secretaries, who shall hold their office for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. Any number of offices may be held by the same person. SECTION 4.02 Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it deems advisable, who shall hold their office for such terms and shall exercise and perform such powers and duties as shall be determined from time to time by the Board of Directors. SECTION 4.03 Executive Chief Executive Officer. The Executive Chief Executive Officer, who may also be the Executive President, subject to the determination of the Board of Directors, shall have general executive charge, management, and control of the properties and operations of the Corporation in the ordinary course of its business, with all such powers with respect to such properties and operations as may be reasonably incident to such responsibilities. If the Board of Directors has not elected a separate Executive Chairman of the Board or in the absence or inability to act as the Executive Chairman of the Board, the Executive Chief Executive Officer shall act as the interim Executive Chairman of the Board and exercise all of the powers of the Executive Chairman and discharge all of the duties of the Executive Chairman of the Board. SECTION 4.04 Executive President and Vice Presidents. The Executive President, if one is elected, shall have such powers and shall perform such duties as shall be assigned to him or her by the Executive Chief Executive Officer or the Board of Directors. The Executive Chief Operating Officer, if one is elected, shall have such powers and shall perform such duties as shall be assigned to him or her by the Executive Chief Executive Officer or the Board of Directors. The Executive Chief Financial Officer, if one is elected, shall have such powers and perform such duties as shall be assigned to him or her by the Executive Chief Executive Officer or the Board of Directors. Each Business Unit President, if any are elected, shall have such powers and shall perform such duties as shall be assigned to him or her by the Executive Chief Executive Officer or the Board of Directors. Each Vice President, if any are elected, of whom one or more may be designated an Executive Vice President or Senior Vice President, shall have such powers and shall perform such duties as shall be assigned to him or her by the Executive Chief Executive Officer or the Board of Directors. SECTION 4.05 Treasurer. The Chief Financial Officer shall be the Treasurer. The Treasurer shall have custody of the corporate funds, securities, evidences of indebtedness and other valuables of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by (A) the Board of Directors or its designees selected for such purposes or (B) the Executive President or any Vice President. The Treasurer shall disburse the funds of the Corporation, taking proper vouchers therefor. The Treasurer shall render to the Executive Chief Executive Officer and the Board of Directors, upon their request, a

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report of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe.

In addition, the Treasurer shall have such further powers and perform such other duties incident to the office of Treasurer as from time to time are assigned to him or her by the Executive Chief Executive Officer or the Board of Directors. SECTION 4.06 Secretary. The Secretary shall: (A) cause minutes of all meetings of the stockholders and directors to be recorded and kept properly; (B) cause all notices required by these Bylaws or otherwise to be given properly; (C) see that the minute books, stock books, and other nonfinancial books, records and papers of the Corporation are kept properly; and (D) cause all reports, statements, returns, certificates and other documents to be prepared and filed when and as required. The Secretary shall have such further powers and perform such other duties as prescribed from time to time by the Executive Chief Executive Officer or the Board of Directors. SECTION 4.07 Assistant Treasurers and Assistant Secretaries. Each Assistant Treasurer and each Assistant Secretary, if any are elected, shall be vested with all the powers and shall perform all the duties of the Treasurer and Secretary, respectively, in the absence or disability of such officer, unless or until the Executive Chief Executive Officer or the Board of Directors shall otherwise determine. In addition, Assistant Treasurers and Assistant Secretaries shall have such powers and shall perform such duties as shall be assigned to them by the Executive Chief Executive Officer or the Board of Directors. SECTION 4.08 Corporate Funds and Checks. The funds of the Corporation shall be kept in such depositories as shall from time to time be prescribed by (A) the Board of Directors or its designees selected for such purposes or (B) the Executive President or any Vice President. All checks or other orders for the payment of money shall be signed by any of the Executive Chief Executive Officer, the Executive President, a Vice President, the Treasurer or the Secretary or such other person or agent as may from time to time be authorized and with such countersignature, if any, as may be required by the Board of Directors. SECTION 4.09 Contracts and Other Documents. Any of the Executive Chief Executive Officer, the Executive President, a Vice President, the Treasurer or the Secretary or such other officer or officers as may from time to time be authorized by the Board of Directors or any other committee given specific authority in the premises by the Board of Directors during the intervals between the meetings of the Board of Directors, shall have power to sign and execute on behalf of the Corporation deeds, conveyances and contracts, and any and all other documents requiring execution by the Corporation.

SECTION 4.10 Ownership of Stock of Another Corporation. Unless otherwise directed by the Board of Directors, any of the Executive Chief Executive Officer, the Executive President, a Vice President, the Treasurer or the Secretary, or such other officer or agent as shall be authorized by the Board of Directors, shall have the power and authority, on behalf of the Corporation, to attend and to vote at any meeting of securityholders of any entity in which the Corporation holds securities or equity interests and may exercise, on behalf of the Corporation, any and all of the rights and powers incident to the ownership of such securities or equity interests at any such meeting, including the authority to execute and deliver proxies and consents on behalf of the Corporation. SECTION 4.11 Delegation of Duties. In the absence, disability or refusal of any officer to exercise and perform his or her duties, the Board of Directors may delegate to another officer such powers or duties. SECTION 4.12 Resignation and Removal. Any officer of the Corporation may be removed from office

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for or without cause at any time by the Board of Directors. Any officer may resign at any time in the same manner as prescribed with respect to directors under Section 3.03 of these Bylaws. SECTION 4.13 Vacancies. The Board of Directors shall have the power to fill vacancies occurring in any office. SECTION 4.14 Limitations on Non-Citizens as Officers. Notwithstanding anything to the contrary in these Bylaws, (a) the number of Non-Citizens (as defined in Article X) who can serve as officers shall at no time exceed the limitations provided under the Act (which, as of the effective time of these bylaws and for informational purposes only, is one-third (1/3) of the total number of officers then holding office) and (b) the President shall not be a Non-Citizen for so long as proscribed by the Act.

ARTICLE V

Stock

SECTION 5.01 Shares With Certificates. The shares of stock of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock in the Corporation represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by any two authorized officers of the Corporation (it being understood that each of the Executive Chairman of the Board of Directors or the Vice Chairperson of the Board of Directors, or the Executive Chief Executive Officer, the Executive President or a Vice President, Treasurer, Assistant Treasurer, Secretary or an Assistant Secretary of the Corporation shall be an authorized officer for such purpose) certifying the number and class of shares of stock of the Corporation owned by such holder. Any or all of the signatures on the certificate may be a facsimile. The Board of Directors shall have the power to appoint one or more transfer agents and/or registrars for the transfer or registration of certificates of stock of any class, and may require stock certificates to be countersigned or registered by one or more of such transfer agents and/or registrars. SECTION 5.02 Shares Without Certificates. If the Board of Directors chooses to issue shares of stock without certificates, the Corporation, if required by the DGCL, shall, within a reasonable time after the issue or transfer of shares without certificates, send the stockholder a written statement of the information required by the DGCL. The Corporation may adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the issuance of certificates, provided the use of such system by the Corporation is permitted in accordance with applicable law. SECTION 5.03 Transfer of Shares. Shares of stock of the Corporation represented by certificates shall be transferable upon its books by the holders thereof, in person or by their duly authorized attorneys or legal representatives, upon surrender to the Corporation by delivery thereof (to the extent evidenced by a physical stock certificate) to the person in charge of the stock and transfer books and ledgers. Certificates representing such shares, if any, shall be cancelled and new certificates, if the shares are to be certificated, shall thereupon be issued. Shares of capital stock of the Corporation that are not represented by a certificate shall be transferred in accordance with applicable law. A record shall be made of each transfer. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the Corporation to do so. The Board of Directors shall have power and authority to make such rules and

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regulations as it may deem necessary or proper concerning the issue, transfer and registration of shares of stock of the Corporation. SECTION 5.04 Lost, Stolen, Destroyed or Mutilated Certificates. A new certificate of stock or uncertificated shares may be issued in the place of any certificate previously issued by the Corporation alleged to have been lost, stolen or destroyed, and the Corporation may, in its discretion, require the owner of such lost, stolen or destroyed certificate, or his or her legal representative, to give the Corporation a bond, in such sum as the Corporation may direct, in order to indemnify the Corporation against any claims that may be made against it in connection therewith. A new certificate or uncertificated shares of stock may be issued in the place of any certificate previously issued by the Corporation that has become mutilated upon the surrender by such owner of such mutilated certificate and, if required by the Corporation, the posting of a bond by such owner in an amount sufficient to indemnify the Corporation against any claim that may be made against it in connection therewith. SECTION 5.05 List of Stockholders Entitled To Vote. The officer who has charge of the stock ledger shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting (A) on a reasonably accessible electronic network; provided that the information required to gain access to such list is provided with the notice of meeting or (B) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation shall take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 5.05 or to vote in person or by proxy at any meeting of stockholders. SECTION 5.06 Fixing Date for Determination of Stockholders of Record. (A) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required or permitted by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the

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Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting to the extent required by Section 2.10 of these Bylaws the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting in each case, in accordance with Section 2.10 of these Bylaws. (B) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. (C) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, (i) when no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. SECTION 5.07 Registered Stockholders. Prior to the surrender to the Corporation of the certificate or certificates for a share or shares of stock or notification to the Corporation of the transfer of uncertificated shares with a request to record the transfer of such share or shares, the Corporation may treat the registered owner of such share or shares as the person entitled to receive dividends, to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner of such share or shares. To the fullest extent permitted by law, the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

ARTICLE VI

Notice and Waiver of Notice SECTION 6.01 Notice. If mailed, notice to stockholders shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the DGCL.

SECTION 6.02 Waiver of Notice. A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance at any meeting (in person or by remote communication) shall constitute waiver of notice except attendance for the express purpose of objecting at the beginning of the meeting to the transaction

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of any business because the meeting is not lawfully called or convened.

ARTICLE VII

Indemnification

SECTION 7.01 Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee or in any other capacity while serving as a director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 7.03 with respect to proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. SECTION 7.02 Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.01, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article VII (which shall be governed by Section 7.03 (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made solely upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified or entitled to advancement of expenses under Section 7.01, Section 7.02 or otherwise. SECTION 7.03 Right of Indemnitee to Bring Suit. If a claim under Section 7.01 or Section 7.02 is not paid in full by the Corporation within (i) 60 days after a written claim for indemnification has been received by the Corporation or (ii) 30 days after a claim for an advancement of expenses has been received by the Corporation, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim or to obtain advancement of expenses, as applicable. To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit

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brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that the indemnitee has not met the applicable standard for indemnification set forth in Section 7.01 of these Bylaws. In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the indemnitee has not met the applicable standard for indemnification set forth in Section 7.01 of these Bylaws. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in Section 7.01 of these Bylaws, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Corporation. SECTION 7.04 Indemnification Not Exclusive. The provision of indemnification to or the advancement of expenses and costs to any indemnitee under this Article VII, or the entitlement of any indemnitee to indemnification or advancement of expenses and costs under this Article VII, shall not limit or restrict in any way the power of the Corporation to indemnify or advance expenses and costs to such indemnitee in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any indemnitee seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such indemnitee’s capacity as an officer, director, employee or agent of the Corporation and as to action in any other capacity. SECTION 7.05 Nature of Rights. The rights granted pursuant to the provisions of this Article VII shall vest at the time a person becomes an officer or director of the Corporation and shall be deemed to create a binding contractual obligation on the part of the Corporation to the persons who from time to time are elected or appointed as officers or directors of the Corporation, and such persons in acting in their capacities as officers or directors of the Corporation or any subsidiary shall be entitled to rely on such provisions of this Article VII without giving notice thereof to the Corporation. Such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article VII that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal. SECTION 7.06 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL. SECTION 7.07 Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and

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to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VII with respect to the indemnification and advancement of expenses of directors and officers of the Corporation. Any reference to an officer of the Corporation in this Article VII shall be deemed to refer exclusively to the Executive Chief Executive Officer, the Executive President, any President of a business unit, the Executive Chief Financial Officer, the Executive Chief Operating Officer, the Executive General Counsel, the Executive Chief Human Resources Officer, the Treasurer and the Secretary of the Corporation appointed pursuant to Article IV of these By-laws, and to any Vice President, Assistant Secretary, Assistant Treasurer or other officer of the Corporation appointed by the Board of Directors pursuant to Article IV of these Bylaws, and any reference to an officer of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and bylaws or equivalent organizational documents of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The fact that any person who is or was an employee of the Corporation or an employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise has been given or has used the title of “Vice President” or any other title that could be construed to suggest or imply that such person is or may be an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall not result in such person being constituted as, or being deemed to be, an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for purposes of this Article VII.

ARTICLE VIII

Miscellaneous

SECTION 8.01 Electronic Transmission. For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. SECTION 8.02 Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer. SECTION 8.03 Fiscal Year. The fiscal year of the Corporation shall end on December 31, or such other day as the Board of Directors may designate. SECTION 8.04 Section Headings. Section headings in these Bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein. SECTION 8.05 Inconsistent Provisions. In the event that any provision of these Bylaws is or becomes inconsistent with any provision of the Certificate of Incorporation, the DGCL or any other applicable law, such provision of these Bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect. SECTION 8.06 Dividends. Dividends upon the capital stock of the Corporation, if any, subject to the provisions of the Certificate of Incorporation, the DGCL or any other applicable law, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation, the DGCL or any other applicable law.

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SECTION 8.07 Reserves. The Board of Directors may set apart, out of any of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

ARTICLE IX

Exclusive Jurisdictions for Certain Actions Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of, or based upon a breach of a fiduciary duty owed by any director, officer, employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, or the Certificate of Incorporation or these Bylaws (as either may be amended and/or restated from time to time or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware), or (iv) any action asserting a claim governed by the internal affairs doctrine; provided, that, in the case of each of the foregoing clauses (i) through (iv), if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state court sitting in the State of Delaware, or if no state court has jurisdiction, the federal district court for the District of Delaware. To the fullest extent permitted by law, any person purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consent to the provisions of this Article IX.

ARTICLE X

Limitations of Ownership by Non-Citizens

SECTION 10.01 Equity Securities. All capital stock of the Corporation (collectively, “Equity Securities”) shall be subject to the limitations set forth in this Article X. SECTION 10.02 Non-Citizen Voting and Ownership Limitations. It is the policy of the Corporation that, consistent with the requirements of Subtitle VII of Title 49 of the United States Code, as amended, or as the same may be from time to time amended (the “Aviation Act”), that persons or entities who are not a

“citizen of the United States” (as defined in Section 40102(a)(15) of the Aviation Act, in any similar

legislation of the United States enacted in substitution or replacement thereof, and as interpreted by the Department of Transportation, its predecessors and successors, from time to time) (the “Applicable Law”),

including any agent, trustee or representative of such persons or entities (“Non-Citizens”), shall not be

entitled to own (beneficially or of record) or control Equity Securities representing in excess of (i) the percentage provided for under Applicable Law of the aggregate votes of all outstanding Equity Securities of the Corporation (the “Voting Limitation”) and (ii) the percentage provided for under Applicable Law of all outstanding Equity Securities of the Corporation (the “Outstanding Limitation”). As of the Effective

Time (as defined below) and for informational purposes only, under Applicable Law, the Voting Limitation is 24.9%, and the Outstanding Limitation is 49.9%. If Non-Citizens nonetheless at any time own and/or control more than the Voting Limitation, the voting rights of the Equity Securities in excess of the Voting Limitation shall be automatically suspended in accordance with Section 10.03 below. Further, if at any time a transfer or issuance of Equity Securities to a Non-Citizen would result in Non-Citizens owning more than the Outstanding Limitation, such transfer or issuance shall be void and of no effect, in accordance with Section 10.03 below.

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SECTION 10.03 Foreign Stock Record. (i) The Corporation or any transfer agent shall maintain a separate stock record, designated the “Foreign Stock Record,” for the registration of Equity Securities held by Non-Citizens. It is the duty of each stockholder who is a Non-Citizen to register his, her or its Equity Securities on the Foreign Stock Record. The beneficial ownership of Equity Securities by Non-Citizens shall be determined in conformity with regulations prescribed by the Board of Directors. Only Equity Securities that have been issued and are outstanding may be registered in the Foreign Stock Record. The Foreign Stock Record shall include (a) the name and nationality of each Non-Citizen owning Equity Securities, (b) the number of Equity Securities owned by each such Non-Citizen and (c) the date of registration of such Equity Securities in the Foreign Stock Record. (ii) In no event shall Equity Securities owned (beneficially or of record) by Non-Citizens representing more than the Voting Limitation be voted. In the event that Non-Citizens shall own (beneficially or of record) or have voting control over any Equity Securities, the voting rights of such persons shall be subject to automatic suspension to the extent required to ensure that the Corporation is in compliance with applicable provisions of law and regulations relating to ownership or control of a United States air carrier. Voting rights of Equity Securities owned (beneficially or of record) by Non-Citizens shall be suspended in reverse chronological order based upon the date of registration in the Foreign Stock Record. (iii) In the event that any transfer or issuance of Equity Securities to a Non-Citizen would result in Non-Citizens owning (beneficially or of record) more than the Outstanding Limitation, such transfer or issuance shall be void and of no effect and shall not be recorded in the Foreign Stock Record or the stock records of the Corporation. In the event that the Corporation shall determine that the Equity Securities registered on the Foreign Stock Record or otherwise registered on the stock records of the Corporation and owned (beneficially or of record) by Non-Citizens, taken together (without duplication), exceed the Outstanding Limitation, such number of shares shall be removed from the Foreign Stock Record and the stock records of the Corporation, as applicable, in reverse chronological order based on the date of registration in the Foreign Stock Record and the stock records of the Corporation, as applicable, and any transfer or issuance that resulted in such event shall be deemed void and of no effect, such that the Foreign Stock Record and the stock records of the Corporation, as applicable, reflect the ownership of shares without giving effect to any transfer or issuance that caused the Corporation to exceed the Outstanding Limitation until the aggregate number of shares registered in the Foreign Stock Record or otherwise registered to Non-Citizens is equal to the Outstanding Limitation. SECTION 10.04 Registration of Shares. Registry of the ownership of Equity Securities by Non-Citizens shall be effected by written notice to, and in the form specified from time to time by, the Secretary of the Corporation. Subject to any limitations or exceptions set forth in this Article X, the order in which such shares shall be registered on the Foreign Stock Record shall be chronological, based on the date the Corporation received notice to so register such shares; provided, that any Non-Citizen who purchases or otherwise acquires shares that are registered on the Foreign Stock Record and who registers such shares in its own name within 30 days of such acquisition will assume the position of the seller of such shares in the chronological order of shares registered on the Foreign Stock Record. SECTION 10.05 Certification of Shares. (i) The Corporation may by notice in writing (which may be included in the form of proxy or ballot distributed to stockholders in connection with the annual meeting or any special meeting of the stockholders of the Corporation, or otherwise) require a person that is a holder of record of shares or that

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the Corporation knows to have, or has reasonable cause to believe has beneficial ownership of shares to certify in such manner as the Corporation shall deem appropriate (including by way of execution of any form of proxy or ballot of such person) that, to the knowledge of such person:

(a) all shares as to which such person has record ownership or beneficial ownership are owned and controlled only by citizens of the United States; or (b) the number of shares of record or beneficially owned by such person that are owned and/or controlled by Non-Citizens is as set forth in such certificate.

(ii) With respect to any shares identified in response to clause (i)(b) above, the Corporation may require such person to provide such further information as the Corporation may reasonably require in order to implement the provisions of this Article X. (iii) For purposes of applying the provisions of this Article X with respect to any shares, in the event of the failure of any person to provide the certificate or other information to which the Corporation is entitled pursuant to this Section 10.05, the Corporation shall presume that the shares in question are owned and/or controlled by Non-Citizens.

ARTICLE XI

Amendments

The Board of Directors is authorized to make, repeal, alter, amend and rescind, in whole or in part, these Bylaws without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or the Certificate of Incorporation. Notwithstanding any other provisions of these Bylaws or any provision of law which might otherwise permit a lesser vote of the stockholders, in addition to any vote of the holders of any class or series of capital stock of the Corporation required by the Certificate of Incorporation, these Bylaws or applicable law, the affirmative vote of the holders of at least a majority of the voting power of all the then-outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of these Bylaws (including, without limitation, this Article XI) or to adopt any provision inconsistent herewith.

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BY-LAWS

OF

GLOBAL CROSSING AIRLINES, INC.

ADOPTED September 7, 2018

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BY-LAWS OF GLOBAL CROSSING AIRLINES, INC. TABLE OF CONTENTS Page ARTICLE I MEETINGS OF STOCKHOLDERS ................................................................ 1 Section 1.1. Place of Meetings ......................................................................................................... 1 Section 1.2. Annual Meetings ........................................................................................................... 1 Section 1.3. Special Meetings ........................................................................................................... 1 Section 1.4. Notice of Meetings ...................................................................................................... 1 Section 1.5. Record Date .................................................................................................................. 1 Section 1.6. Informal Action ............................................................................................................ 2 ARTICLE II DIRECTORS .......................................................................................................... 2 Section 2.1. Powers of Directors ..................................................................................................... 2 Section 2.2. Number, Election, and Term of Office .................................................................... 2 Section 2.3. Vacancies ....................................................................................................................... 2 Section 2.4. Meetings of Directors .................................................................................................. 2 Section 2.5. Informal Action ............................................................................................................ 3 Section 2.6. Telephone Participation in Meetings ......................................................................... 3 ARTICLE III OFFICERS .............................................................................................................. 3 Section 3.1. Enumeration ................................................................................................................. 3 Section 3.2. President ........................................................................................................................ 3 Section 3.3. Vice President ............................................................................................................... 3 Section 3.4. Secretary......................................................................................................................... 3 Section 3.5. Treasurer ........................................................................................................................ 4 Section 3.6. Other Officers and Assistant Officers ...................................................................... 4 Section 3.7. Term and Compensation ............................................................................................ 4 ARTICLE IV INDEMNIFICATION ........................................................................................ 4 Section 4.1. Directors and Officers ................................................................................................. 4 Section 4.2. Payment of Expenses .................................................................................................. 5 Section 4.3. Permissive Indemnification and Advancement of Expenses ................................ 5 Section 4.4. Basis of Rights; Other Rights ..................................................................................... 5 Section 4.5. Determination of Indemnification ............................................................................ 5

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Section 4.6. Insurance ...................................................................................................................... 6 Section 4.7. Powers of the Board .................................................................................................... 6 Section 4.8. Definition - Corporation ............................................................................................. 6 Section 4.9. Definition - Authorized Representative.................................................................... 6

ARTICLE V SHARES OF CAPITAL STOCK ....................................................................... 7

Section 5.1. Issuance of Stock ......................................................................................................... 7 Section 5.2. Stock Certificates .......................................................................................................... 7 Section 5.3. Transfer of Stock .......................................................................................................... 7 Section 5.4. Lost, Stolen, Destroyed, or Mutilated Certificates .................................................. 7 Section 5.5. Regulations .................................................................................................................... 7 Section 5.6. Holders of Record........................................................................................................ 7 Section 5.7. Restriction on Transfer ................... .......................................................................... 7

ARTICLE VI GENERAL PROVISIONS ................................................................................. 8

Section 6.1. Corporate Seal .............................................................................................................. 8 Section 6.2. Fiscal Year ..................................................................................................................... 8 Section 6.3. Authorization ................................................................................................................ 8 Section 6.4. Financial Reports .......................................................................................................... 8 Section 6.5. Effect of By-laws .......................................................................................................... 8

ARTICLE VII AMENDMENTS ................................................................................................. 8

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BY-LAWS OF


ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1.1. Place of Meetings. Meetings of the stockholders shall be held at such place within or without the State of Delaware as shall be designated by the Board of Directors or the person or persons calling the meeting.

Section 1.2. Annual Meetings. The annual meeting of the stockholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held after the close of the Corporation's fiscal year on such date and at such time as shall be designated by the Board of Directors.

Section 1.3. Special Meetings. Special meetings may be called at any time by the President or the Board of Directors.

Section 1.4. Notice of Meetings. A written notice stating the place, date, and hour of each meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given by, or at the direction of, the Secretary or the person or persons authorized to call the meeting to each stockholder of record entitled to vote at such meeting, not less than ten (10) days nor more than sixty (60) days before the date of the meeting, unless a greater period of time is required by law in a particular case.

Section 1.5. Record Date. In order to determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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Section 1.6. Informal Action. Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

DIRECTORS

Section 2.1. Powers of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall exercise all powers that may be exercised or performed by the Corporation and that are not by statute, the Certificate of Incorporation or these By-laws directed to be exercised or performed by the stockholders.

Section 2.2. Number, Election and Term of Office. The Board of Directors shall consist initially of one (1) member, and thereafter shall consist of not less than one (1) nor more than four (4) members as fixed from time to time by the Board of Directors. Directors must be stockholders of the Corporation. The directors shall be elected by the stockholders at the annual meeting or any special meeting called for such purpose. Each director shall hold office until his or her successor shall be duly elected and qualified or until his or her earlier resignation or removal. A director may resign at any time upon written notice to the Corporation.

Section 2.3. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the directors then in office, although less than a quorum, or by a sole remaining director. The occurrence of a vacancy which is not filled by action of the Board of Directors shall constitute a determination by the Board of Directors that the number of directors is reduced so as to eliminate such vacancy, unless the Board of Directors shall specify otherwise. When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Section 2.4. Meetings of Directors. Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors shall from time to time by resolution appoint; and no notice shall be required to be given of any such regular meeting. A special meeting of the Board of Directors may be called by the President or any director by giving two (2) days' notice to each director by letter, telegram, telephone or other oral message. Except as otherwise provided by these By-laws, a majority of the total number of directors shall constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at

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which a quorum is present shall be the act of the Board of Directors. Section 2.5. Informal Action. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Section 2.6. Telephone Participation in Meetings. Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting. ARTICLE III OFFICERS Section 3.1. Enumeration. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a President, such number of Vice Presidents (if any) as the Board of Directors shall from time to time elect, a Secretary, a Treasurer, and such other officers (if any) as the Board of Directors shall from time to time elect. The Board of Directors may at any time elect one of its members as Chairman of the Board of the Corporation, who shall preside at meetings of the Board of Directors and of the stockholders and shall have such powers and perform such duties as shall from time to time be prescribed by the Board of Directors. Any two or more offices may be held by the same person. Section 3.2. President. The President shall be the chief executive officer of the Corporation, and shall have general and active charge and control over the business and affairs of the Corporation, subject to the Board of Directors. If there shall be no Chairman of the Board, or in his or her absence or inability to act, the President shall preside at meetings of the Board of Directors and of the stockholders. The President shall sign all certificates for shares of the capital stock of the Corporation and may, together with the Secretary, execute on behalf of the Corporation any contract which has been approved by the Board of Directors. Section 3.3. Vice President. The Vice President or, if there shall be more than one, the Vice Presidents, in the order of their seniority unless otherwise specified by the Board of Directors, shall have all of the powers and perform all of the duties of the President during the absence or inability to act of the President. Each Vice President shall also have such other powers and perform such other duties as shall from time to time be prescribed by the Board of Directors or the President. Section 3.4. Secretary. The Secretary shall record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose, and shall give notice as required by statute or these By-laws of all such meetings. The Secretary shall have custody of the

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seal of the Corporation and of all books, records, and papers of the Corporation, except such as shall be in the charge of the Treasurer or of some other person authorized to have custody and possession thereof by resolution of the Board of Directors. The Secretary may, together with the President, execute on behalf of the Corporation any contract which has been approved by the Board of Directors. The Secretary shall also have such other powers and perform such other duties as are incident to the office of the secretary of a corporation or as shall from time to time be prescribed by, or pursuant to authority delegated by, the Board of Directors. Section 3.5. Treasurer. The Treasurer shall keep full and accurate accounts of the receipts and disbursements of the Corporation in books belonging to the Corporation, shall deposit all moneys and other valuable effects of the Corporation in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors, and shall also have such other powers and perform such other duties as are incident to the office of the treasurer of a corporation or as shall from time to time be prescribed by, or pursuant to authority delegated by, the Board of Directors. Section 3.6. Other Officers and Assistant Officers. The powers and duties of each other officer or assistant officer who may from time to time be chosen by the Board of Directors shall be as specified by, or pursuant to authority delegated by, the Board of Directors at the time of the appointment of such other officer or assistant officer or from time to time thereafter. In addition, each officer designated as an assistant officer shall assist in the performance of the duties of the officer to which he or she is assistant, and shall have the powers and perform the duties of such officer during the absence or inability to act of such officer. Section 3.7. Term and Compensation. Officers shall be elected by the Board of Directors from time to time, to serve at the pleasure of the Board. Each officer shall hold office until his or her successor is elected and qualified, or until his or her earlier resignation or removal. The compensation of all officers shall be fixed by, or pursuant to authority delegated by, the Board of Directors from time to time. ARTICLE IV INDEMNIFICATION Section 4.1. Directors and Officers. The Corporation shall indemnify, to the fullest extent now or hereafter permitted by law, each director or officer (including each former director or officer) of the Corporation who was or is made a party to or witness in or is threatened to be made a party to or a witness in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an authorized representative of the Corporation, against all expenses (including attorneys' fees and disbursements), judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. Section 4.2. Payment of Expenses. The Corporation shall pay expenses (including attorneys' fees and disbursements) incurred by a director or officer of the Corporation referred to in

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Section 4.1 hereof in defending or appearing as a witness in any civil or criminal action, suit or proceeding described in Section 4.1 hereof in advance of the final disposition of such action, suit or proceeding. The expenses incurred by such director or officer in his capacity as a director or officer of the Corporation shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding only upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts in advance if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation because he has not met the standard or conduct set further in the first sentence of Section 4.5 hereof.

Section 4.3. Permissive Indemnification and Advancement of Expenses. The Corporation may, as determined by the Board of Directors from time to time, indemnify to the fullest extent now or hereafter permitted by law, any person who was or is a party to or a witness in or is threatened to be made a party to or a witness in, or is otherwise involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an authorized representative of the Corporation, against all expenses (including attorneys' fees and disbursements), judgments, fines (including excise taxes and penalties), and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. Subject to Section 4.2 hereof, the Corporation may, as determined by the Board of Directors from time to time, pay expenses incurred by any such person by reason of his participation in an action, suit or proceeding referred to in this Section 4.3 in advance of the final disposition of such action, suit or proceeding.

Section 4.4. Basis of Rights; Other Rights. Each director and officer of the Corporation shall be deemed to act in such capacity in reliance upon such rights of indemnification and advancement of expenses as are provided in this Article. The rights of indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors, statute or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be an authorized representative of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 4.5 Determination of Indemnification. Any indemnification under this Article shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the authorized representative is proper in the circumstances because such person has acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, or itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or

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proceeding, had reasonable cause to believe that such person's conduct was unlawful.

Section 4.6 Insurance. The Corporation shall purchase and maintain insurance on behalf of each director and officer against any liability asserted against or incurred by such director or officer in any capacity, or arising out of such director's or officer's status as such, whether or not the Corporation would have the power to indemnify such director or officer against such liability under the provisions of this Article. The Corporation shall not be required to maintain such insurance if it is not available on terms satisfactory to the Board of Directors or if, in the business judgment of the Board of Directors, either (i) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (ii) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance. The Corporation may purchase and maintain insurance on behalf of any person referred to in Section 4.3 hereof against any liability asserted against or incurred by such person in any capacity, whether or not the Corporation would have the power to indemnify such persons against such liability under the provisions of this Article.

Section 4.7 Powers of the Board. The Board of Directors, without approval of the stockholders, shall have the power to borrow money on behalf of the Corporation, including the power to pledge the assets of the Corporation, from time to time to discharge the Corporation's obligations with respect to indemnification, the advancement and reimbursement of expenses, and the purchase and maintenance of insurance referred to in this Article IV.

Section 4.8 Definition - Corporation. For purposes of this Article, references to "the Corporation" shall include, in addition to the resulting corporation, and constituent corporation (including any constituent of a constituent) absorbed in consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its authorized representatives so that any person who is or was an authorized representative of such constituent corporation shall stand in the same position under this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

Section 4.9 Definition - Authorized Representative. For the purposes of this Article, the term "authorized representative" shall mean a director, officer, employee or agent of the Corporation or of any subsidiary of the Corporation, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Corporation or by any subsidiary of the Corporation, or a person serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Corporation.

ARTICLE V

SHARES OF CAPITAL STOCK

Section 5.1. Issuance of Stock. Shares of capital stock of any class now or hereafter

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authorized, securities convertible into or exchangeable for such stock, or options or other rights to purchase such stock or securities may be issued or granted in accordance with authority granted by resolution of the Board of Directors.

Section 5.2. Stock Certificates. Certificates for shares of the capital stock of the Corporation shall be in the form adopted by the Board of Directors, shall be signed by the President and by the Secretary or Treasurer, and may be sealed with the seal of the Corporation. All such certificates shall be numbered consecutively, and the name of the person owning the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

Section 5.3. Transfer of Stock. Shares of capital stock of the Corporation shall be transferred only on the books of the Corporation, by the holder of record in person or by the holder's duly authorized representative, upon surrender to the Corporation of the certificate for such shares duly endorsed for transfer, together with such other documents (if any) as may be required to effect such transfer.

Section 5.4. Lost, Stolen, Destroyed, or Mutilated Certificates. New stock certificates may be issued to replace certificates alleged to have been lost, stolen, destroyed, or mutilated, upon such terms and conditions, including proof of loss or destruction, and the giving of a satisfactory bond of indemnity, as the Board of Directors from time to time may determine.

Section 5.5. Regulations. The Board of Directors shall have power and authority to make all such rules and regulations not inconsistent with these By-laws as it may deem expedient concerning the issue, transfer, and registration of shares of capital stock of the Corporation.

Section 5.6. Holders of Record. The Corporation shall be entitled to treat the holder of record of any share or shares of capital stock of the Corporation as the holder and owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or right, title, or interest in, such share or shares on the part of any other person, whether or not the Corporation shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

Section 5.7. Restriction on Transfer. A restriction on the hypothecation, transfer or registration of transfer of shares of the corporation may be imposed either by these By-laws or by an agreement among any number of stockholders or such holders and the corporation. No restriction so imposed shall be binding with respect to those securities issued prior to the adoption of the restriction unless the holders of such securities are parties to an agreement or voted in favor of the restriction.

ARTICLE VI

GENERAL PROVISIONS

Section 6.1. Corporate Seal. The Corporation may adopt a seal in such form as the

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Board of Directors shall from time to time determine. Section 6.2. Fiscal Year. The fiscal year of the Corporation shall be as designated by the Board of Directors from time to time. Section 6.3. Authorization. All checks, notes, vouchers, warrants, drafts, acceptances, and other orders for the payment of moneys of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Section 6.4. Financial Reports. Financial statements or reports shall not be required to be sent to the stockholders of the Corporation, but may be so sent in the discretion of the Board of Directors, in which event the scope of such statements or reports shall be within the discretion of the Board of Directors, and such statements or reports shall not be required to have been examined by or to be accompanied by an opinion of an accountant or firm of accountants. Section 6.5. Effect of By-laws. No provision in these By-laws shall vest any property right in any stockholder. ARTICLE VII AMENDMENTS The authority to adopt, amend or repeal By-laws of the Corporation is expressly conferred upon the Board of Directors, which may take such action by the affirmative vote of a majority of the whole Board of Directors at any regular or special meeting duly convened after notice of that purpose, subject always to the powers of the stockholders to adopt, amend or repeal By-laws.

Ryan Goepel

Executive Summary

Seasoned operationally focused Chief Executive Officer with 10 year's experience in various industries ranging

from Oilfields Services, Construction, QSR and Aviation. Specialties include Turnarounds, IPO's, Mergers and

Acquisitions. A collaborative leader recognized for building teams, working with various stakeholder groups to

achieve audacious financial goals ranging from professionalizing successful entrepreneurial organizations to

driving successful tum arounds across various industries.

Highlights

Played a key role in the 2006 Burger King IPO

Coordinated three large acquisitions in the Construction space growing revenue from $300m to $3B

Key Executive for a Shell Oil Venture backed organization sold to Schlumberger for a significant gain

Led the Turnaround of a Canadian Airline to profitability in less than 12 months

Professional Experience

Global Airlines Group

Miami, Fl

Chief Financial Officer

Hired by the founder to help launch new passenger charter company utilizing A320's

01/2020-Pres

Play a key role on the leadership team helping finalize a share exchange agreement, fundraising and FAA

certification while establishing all of the processes and procedures required for an operating airline

Flair Airlines

Edmonton, AB Chief Financial Officer 08/2018-10/2019

Hired by the key investor to lead a turnaround. Key executive that transformed a money losing charter

airline into a profitable scheduled service airline in less than 12 months.

Completely revamped and upgraded the entire finance, procurement and IT organization

Migrating the entire company to a new ERP system

Successfully negotiated out of a punitive wet lease contract saving the airline over $8m in 3 months

Led the negotiations for and secured long term leases for three 73 7' s worth a combined $1 00M

Secured $8M in financing from Blackrock for the purchase of four 737's

Renegotiated all fuel contracts (company largest expense) resulting in a 40% reduction in delivery costs

JOSEPH E. DAGROSA, JR.

EXPERIENCE:

2003-Present 1848 CAPITAL PARTNERS LLC Founding Partner

Miami, Fl

• Co-founded and presently co-manage this private equity firm focused on making investments inmiddle market companies, primarily through backing strong management teams in buyoutsituations or in launch mode.

• Since inception, invested and managed over $250 million in personal and investor and portfoliocompany capital.

• Major businesses include :• Heartland Food Corp. - Burger King Franchisee operating approximately 248 stores.• Jet Support Services, Inc . - Largest provider of hourly cost

maintenance programs to the business aviation industry.• Big Apple Entertainment Partners, LLC - Owner/operator of the Rip ley' s Believe It or Not!

Attraction in Times Square.• Brazil Tower Company, LP - Communications tower developer focused on the rapidly-

growing Brazilian communications industry.

1996-2003 MAPLEWOOD PARTNERS LLC Founding Partner

Miami, FL

• Member of the firm's Executive and Investment Committees.• Initially served as the firm's administrative partner with responsibility for the firm's legal,

banking and accounting relationships.• From 2000 to 2003, co-headed the firm' s transactions group with responsibility for sourcing and

ac quiring portfolio companies.

1986-1996 PAINE WEBBER, INC New York, NY Vice President: Special Accounts Group

• One of the senior members of the special accounts group managing Paine Webbers keyrelationships in the Middle East

• Series 7 and Series 63 licensed

Education: 1982 – 1986

SYRACUSE UNIVERSITY Bachelor of Science, Finance, Accounting and Statistics

1

ALAN GEOFFREY BIRD

CURRICULUM VITAE EDUCATION: Degree in Mathematical Economics (BSc) QUALIFICATIONS: Chartered Accountant (ACA)

QUALITIES:

A highly qualified, commercial, senior finance and procurement professional with extensive experience in the airline industry and success in the areas of increasing and realizing shareholder value, strategic planning, business development, financial management, finance systems and practices, and commercial negotiation. Participated as both an executive and non-executive in various Boards.

EXPERIENCE: November 2018 to date

Global Crossing Airlines (formerly Canada Jetlines ). Non-Executive Director

Member of the Board and the Audit Committee.

EXPERIENCE: 30th June 2017 to date

Irelandia Aviation. Advisor to Viva Air, Viva Colombia and Viva Peru

Various projects including finance set up and support, Aircraft and engine acquisition, airline acquisition, joint ventures, debt financing and group insurance. Attendance at board meetings.

EXPERIENCE: 2012 to 30th June 2017

VivaAerobus Mexico CFO. Lowest Cost Airline in the whole of LATAM and Americas.

2

From a position of management requesting shareholders for additional funds prior to arrival in 5 years created one of the most efficient airlines in the world and secured a valuation and exit for shareholders at USD500m

Purchased 92 narrow bodied aircraft from OEM. At the time largest deal in the whole of the Americas. Secured financing arrangements for the aircraft, PDP, lease and mortgage. Created tax efficient structures with subsidiaries in Luxembourg and Panama.

Raised MXN1billion of fiduciary certificate debt finance as part of acquisition program. Process of an IPO, Mexican listing 144a USA

Reduced finance workforce due changes in processes and procedures. Changed finance systems to SAP creating more efficient and effective financial reporting. Full conversion of MEX GAAP financial statements to IFRS

Board presentations and procedures

EXPERIENCE: 2009 to 2011

Consultancy assignments including non-aviation: Electrical Cable Distribution - set up of a new import and distribution centre, Property – setting up finance systems, Leisure – preparing a business plan for a bar, Transportation – due diligence work on an acquisition ultimately assisting in the purchase. Princes Trust mentoring and surgeries for young people entering their Enterprise Scheme.

EXPERIENCE: 2008

Tiger Airways Singapore turnover £200M position Consultant and acting CFO (Position based in Asia Pacific)

Commenced IPO procedures which ultimately lead to a successful placing and significant gains for shareholders

Assisted Tiger in resolving financial issues associated with start up of a subsidiary in Australia, setting a model to be adopted for the rest of Asia.

Finance representative at the Tiger Board.

3

EXPERIENCE: 1997 to 2007 British Midland International T/O £1000M wef Nov 04 Group Finance Director Responsible for the overall financial management and procurement function for the bmi group of companies including bmi, bmi regional, bmibaby and bmed ltd. Involved in the deal which secured an exit for shareholders at a valuation of 500m pounds when sold to Lufthansa. Completed and approved by board 5 year strategy review incorporating Heathrow positioning in the wake of open skies. Owner of “blue sky” project. Cost reduction project aimed at taking out £100m of cost over 3 years. Board attendee 1993/1997: A.B. CONSULTANCY SELF EMPLOYED BUSINESS CONSULTANT Assignments include: CWC Group (Property Development). JMLS LTD (Book Distributors). Perot Systems Ltd (Computer facility and contracts management); and Hero Drinks Group (UK) Ltd (Drinks Manufacture and Distribution) Work undertaken: Interim Management: Operations Director, Finance Director Business Process Re-engineering project. Standard Cost and Perpetual Inventory system Strategic review of the business and operations. Internal control systems review. Overseas company set up, recruitment and appraisal. Group consolidations and set up of reporting systems. Production of subsidiary and group management accounts Acquisitions and Disposals. Determination of operational targets and monitors.

4

1990/1993: ERSKINE HOUSE PLC (PHOTOCOPIER DEALERS) T/O £100M REGIONAL FINANCIAL DIRECTOR Responsible for the finance and commercial activities of the Midlands division, incorporating five branches and 16 staff. This included: Overall control of the region on departure of the Managing Director-responsible for sales and service. Monthly presentations to the main board. Lead in negotiations for large contract with USAF. The above culminated in my winning an Erskine Elite Award measured against other Chief Officers. 1981/1990: PRICEWATERHOUSECOOPERS CORPORATE FINANCE / AUDIT MANAGER Emphasis was placed on special projects including: Due diligence review of certain engineering companies for management buy out. Preparation of business plans, cash flow and profit forecasts for long form reports re:- Flotations, Management Buyouts, Acquisitions and Disposals Preparation of report for Stockholm based company concerning the proposed merger with subsidiary of large UK plc. Management Consultancy - report on Planned Policing and The Impact of Falling School Numbers Secondment to public and private sector as internal audit and Management Accountant. Audit clients included: Imperial Tobacco, Plessey, Ross Foods, Sheffield Forgemasters, and Lincolnshire County Council.

DEBORAH ROBINSON

EXECUTIVE SUMMARY

Deborahhasover25yearsofdiverseHumanResourcesandGovernanceexperienceinavarietyofsectorsandhasanextensivenetwork in theCanadianCapitalMarketscommunity.Deborahhas leveragedherHRandGovernanceexperiencethroughservingonPublicBoards,PrivateBoardsandCrownCorporations.SheisagraduateoftheDirectorsEducationProgramoftheInstituteofCorporateDirectorsandholdstheinstitute´sICD.Ddesignation.

BOARD EXPERIENCE

ParkLawnCorporation(TSX:PLC)BoardDirector,ChairofHumanResourcesCommitteeMay2018–Present

ParkLawnisthelargestpubliclytradedCanadian-ownedfuneral,cremationandcemeteryproviderandisthefastestgrowingcompanyintheindustryinNorthAmerica.

GlobalCrossingAirlines(TSXV:JET/OTCQB:JETMF)–BoardDirector,ChairofHumanResourcesandCompensationCommittee June2020–PresentGlobalXisanewentrant,USbasedAirbuscentricairlineprovidingpassengerandcargocapabilitythroughstrategicalliancesandpartnershipsCanada Jetlines Ltd. (TSXV: JET) – Board Director, Chair of Human Resources, Compensation andGovernanceCommitteeJuly2016–January2020Facilitated governance structure to become a TSX-V listed corporation. Member of Special Committee tonegotiatesaletoGlobalX,anewentrantUSairlinecharterservice.

VIA Rail – Board Director and Member of Human Resources and Compensation Committee andGovernanceandRiskCommitteeJune2014–March2018VIARailCanadaisanindependentCrownCorporationwhichoperatesthenationalpassengerrailserviceonbehalfoftheGovernmentofCanada.

BestBuddies–DirectorandCo-Chair,BestBuddiesFoundation 2004–PresentBestBuddiesCanadaisanationalcharitableorganizationdedicatedtoenhancingourcommunitiesthroughone-to-onefriendshipsbetweenindividualswithintellectualdisabilitiesandstudents.

WORK EXPERIENCE

DeborahistheFounderandPresidentofBayStreetHR,anoutsourcedhumanresourcesserviceprovidertosmallandmid-sizedfinancialservicefirmsandmediaandtechnologystart-ups.DeborahfoundedBayStreetHRin2001andprovidesstrategicHRconsultingsolutions,withastrongfocusoncompensationconsultingtoCEOsandseniorexecutivesofbothpublicandprivatecompanies.

Prior to founding Bay Street HR, Deborahwas the Executive Director at CIBCWorldMarkets, overseeinghumanresourcesforGlobalInvestmentBanking.DeborahalsoheldseniorHRpositionsatFidelityInvestmentsandAmericanExpressTravelinBostonandNewYorkCity.

BOARD EDUCATION

2011,RotmanSchoolofCorporateGovernance,CorporateDirectorProgram,ICD.D

2013,InstituteofCorporateDirectors,HumanResourcesCommitteeCertification

John A. Quelch Governance Bio-Sketch

Professor John A. Quelch is the Leonard M. Miller University Chair and Vice Provost of the University of Miami. He also serves as Dean of Miami Business School. Until 2017, he was the Charles Edward Wilson Professor of Business Administration at Harvard Business School and Professor of Health Policy and Management at Harvard T.H. Chan School of Public Health.

Professor Quelch has substantial experience as a non-executive director. In the United States, he has served on the boards of Alere, Aramark, Gentiva Health Services, Pepsi Bottling Group and Reebok International. He has also served as a board member of three pre-IPO data analytics companies, Datalogix and Vitrue

(both sold to Oracle) and Affinnova (sold to A.C. Nielsen).

In 2013, Professor Quelch retired from the board of WPP, the world’s leading marketing services company, after 25 years of service (including seven years as chair of the audit committee). In the United Kingdom, he also served on the boards of Blue Circle Industries, easyJet and Pentland Group.

Professor Quelch has significant experience as a board chairman. He was appointed pro bono chairman of the Massachusetts Port Authority (annual revenues c. $450 million) following the attacks of 9/11/2001 and served three Massachusetts governors during his eight year tenure.

Professor Quelch’s executive experience includes service as Dean of three business schools: London Business School (1998-2001), China Europe International Business School (2011-2013) and Miami Business School (2017- present). He is the only person to have served as Dean of three leading business schools on three continents.

Professor Quelch is an expert on corporate strategy, global brand-building and customer behavior. He is (co)author of twenty books including “All Business Is Local: Why Place Matters More Than Ever In A Global, Virtual World” and of seventeen Harvard Business Review articles including a landmark paper on corporate governance titled “Bringing Customers Into the Boardroom”. Professor Quelch was educated at Oxford University (BA and MA), the University of Pennsylvania (MBA) and Harvard University (SM and DBA). He was awarded the CBE (Commander of the Order of the British Empire) for services to British business in 2011 and the Ellis Island Medal of Honor in 2020. He is a member of the Council On Foreign Relations, the Trilateral Commission and the American Academy of Arts and Sciences.

HECTOR CROCKER

QUALIFICATIONS Airline Transport Pilot

13900 Total Time 6500 Pilot-in-command 13900 Multi-engine-airplane 10600 Jet time 5600 Jet Pilot in command

PILOT Airline Transport Pilot CREDENTIALS Type Ratings: Boeing 727,737,747,757,767, A320

Medical: First Class FCC Radiotelephone Operator Permit

EXPERIENCE

Chief Pilot Global Crossing Airlines 01/2020- Present Captain: Boeing 767 21 Air 02/2019 – 01/2020 Captain: Boeing 737 Swift Air 05/2018 -02/2019 First Officer: Boeing 747 Atlas Air Cargo/Passenger Operations 05/2017 -05/2018 Captain: Boeing 737 Eastern Air Lines Initial Cadre / Check airman all seats 01/2015 - 05/2017 Captain: Boeing 737, 727 Miami Air International Simulator Instructor 09/2000 - 12/2014 Training Center Instructor Pan Am Flight Academy Simulator instructor 03/2013 -04/2014 EDUCATION Bachelor Degree University of industrial technology 4 year degree 11/1985 - 12/1989

JULIO F BERARD

FAA AIRFRAME AND POWERPLANT CERTIFICATE

OVER 35 YEARS AVIATION MAINTENANCE PROFESSIONAL EXPERIENCE

12-2020 – to date DOM/ Global Crossing Airlines

Responsible for the Maintenance and inspection organizations. RII, RI and RVSM. Responsible for CASS and reliability. Responsible for all Heavy Maintenance including third party oversight. Responsible for training and recurrent training for all AMT’s.

08-2020 to 12-2020 Chief Inspector/Director QC, Global Crossing Airlines.

Responsible for the Quality Control and Quality Assurance areas of the airline. Also, for the Continuous Analysis and Surveillance Department.

10-2019 to 08-2020 Chief Inspector/Director QC, AAR 145 Repair Station

Responsible for the inspection and NDT departments. Additional responsibilities included: Training, Class Instruction and CBT plus OJT. Responsible for Receiving Inspection, Approval of FAA 337 forms. Qualified on UAL GMM and SWA GMM. Approved delegated Inspectors and Repairmen certificate applications to the FAA. Aircrafts in work A320, B737, B727 and B747

6-2017 to 10-2019 Maintenance Manager, Atlas Air 121 Air carrier

Inspection Qualified for RII, RVSM and ETOPS on B747, B767 Aircraft. Accomplished RII on heavy maintenance and line maintenance work in Miami. Flight controls Fuel tank work and major repairs on aircraft structures, engine changes and flight controls. Trained and Qualified on the Inspection RII and RI functions.

2-2000 to 5-2017 DOM/ Amerijet International 121 Air carrier

Responsible for the Maintenance and inspection organizations. RII, RI and RVSM. B727 and B767 Responsible for CASS and reliability. Responsible for all Heavy Maintenance including third party oversight. Responsible for training and recurrent training for all AMT’s.

1998 – 2000 Director of Programs and Planning/ Avborne Heavy Maintenance. 145 Repair Station

Responsible to implement the inspection program for the A300 aircraft. Was tasked with bridging the Maintenance Inspection program into the MRO inspection system. Trained all required personnel on the A300 Maintenance inspection program including all inspectors, NDT and related groups such as receiving inspection.

1994 – 1998 DOM/Pan Am II /Carnival Airlines Responsible for Maintenance and Inspections Manuals. Responsible for the Maintenance Inspections Organizations. Oversaw the addition of A300 aircraft to the B727 and B737 fleet

1991 -1994 QC and QA supervisor Southern Air Miami, Qualified Inspector/ RII B707, DC8 and L382 aircrafts while in A check and C check in Miami and Lake city, FL. Inspected all phases of Line and Heavy maintenance checks. Supervise inspection department and receiving inspection.

EDUCATION

George T Baker Aviation Technical College

Julio C. Abreu

MAINTENANCE AIRLINE REPRESENTATIVE

Dynamic Airline Maintenance Representative with strong Scheduled Maintenance experience. Experienced in leading teams towards the effective and timely completion of heavy maintenance checks. Adaptable to fast-paced environments. Bilingual, fluent in English and Spanish. Seeking challenging role with opportunities of professional growth while demonstrating my abilities of being resourceful, professional and innovative.

CERTIFICATIONS A & P Mechanic, Maintenance Trainer, General Radiotelephone Operator License (FCC), Aircraft Maintenance Engineer Type II Certificate, A320 - 80 hrs Maintenance Training, B737 – 80 hrs Maintenance Training, B767 - 80 hrs Maintenance Training, DC-9 - 80 hrs Maintenance Training, MD-80 - 80 hrs Maintenance Training

PROFESSIONAL EXPERIENCE GLOBAL CROSSING AIRLINES, Miami, FL, Feb 2020-present Chief Inspector SWIFTAIR, Miami, FL, Sept 2017-Feb 20 Quality Control Supervisor/ Airline Representative Quality Control Supervisor/Airline Representative on all SWIFTAIR B737 Type Aircrafts to ensure proper Aircraft Maintenance procedures are performed in accordance with SWIFTAIR and FAA Standards. Key Accomplishments:

• Communicate with DOM and DQC regarding problems and issues concerning the heavy check and airworthiness, performance and any potential for delay in the completion of the work.

• Act as liaison between the Contract Maintenance Provider and Swift Air. • Act as liaison between Swift Air and FAA Safety Inspectors, PMI and PAI. • Track the performance of the heavy MX and Inspection visit. • Works closely with the Manager of Technical Services in order to resolve any potential issues. • Track the labor hours and material expenditures in process during the check and monitor the billing by the

vendor. • Perform RII inspections in accordance with the company GMM and Inspection program. • Manage and conduct daily production meeting. • Provide direct oversight of Work in progress, adequacy of repair data, documentation in accordance with the

Company GMM requirements including RII items, report any deficiencies regarding maintenance provider’s understanding and training concerning company GMM procedures.

• Accomplish spot checks on turnaround flights to ensure airline procedures and FAA standards are being followed.

• Provide GMM training to newly hired mechanics. • Perform Audits at Repair Stations, MROs and Fuel Facilities. • Combined total time of three years experience as a maintenance inspector. • Engine run-up and taxi qualified. • Performed duties to meet the requirements of 14 CFR 121.371 to discharge duties as applicable while working as a

maintenance inspector.

FLIGHT TECH WORLDWIDE CORP, Miami, FL, March 2014-Present Maintenance Manager/ Quality Control Manager. Serving as a Maintenance Manager, assigning mechanic crews to line maintenance duties and scheduled maintenance checks, as required by FTWC customers.

Key Accomplishments: • Supervise Line Maintenance Supervisors and Line Maintenance activities. • Coordinate personnel schedules to provide adequate manpower coverage as needed to support aircraft

maintenance operations. • Ensures personnel are trained and qualified in accordance with policies and procedures. • Monitor the training, qualifications and level of proficiency for maintenance personnel. • Coordinates line maintenance requirements with MCC and Quality Control. • Provides resources and technical support as necessary on AOG situations. • Improve efficiency and reliability by identifying recurring problems and recommending changes in procedures. • Manage and Assign daily work schedules when performing scheduled maintenances (Phase Checks).

SWIFTAIR, Miami, FL, Sept 2016-Sept 2017 Flight Engineer Worked as part of a flight crew. Served as a Flight Engineer on all SWIFTAIR B737 Type Aircrafts. Ensured proper Aircraft Maintenance procedures were performed in accordance with SWIFTAIR and FAA Standards. Key Accomplishments:

• Monitor engine operation, fuel consumption and functioning of aircraft systems during flights. • Inspect aircraft for defects and malfunctions, according to pre-flight checklists. • Ensure the completion of all required forms, logs and reports. • Complete daily and service checks. • Experience in Operations and Maintenance, transporting passengers and cargo. • Perform scheduled and non-scheduled aircraft maintenance. • Receiving inspector of parts, RII qualified. • Perform RII inspections in accordance with the company GMM and Inspection program.

INSEL AIR, Miami, FL, April 2015-Aug 2016 Line Maintenance Supervisor Served as Line Maintenance Supervisor and Flight Mechanic for all Insel Air MD-82/MD-83 Type Aircrafts. Ensured proper Aircraft Maintenance procedures were performed in accordance with Insel Air, Insel Air Aruba (DCA-ARUBA) and FAA Standards. Key Accomplishments:

• Respond to emergency AOG at Miami and other Aircraft locations. • Maintenance Procedures in accordance with FAA Standards. • Complied with Company’s task cards and Engineering Orders. • Troubleshoot Avionics Systems. • Performed Walk Around on aircraft for all arrival and departure times. • Performed Daily Checks and Service Checks. • Meet tight repair deadlines to ensure no service disruption for planes to depart as scheduled. • Respond to weekend and after-hours emergency calls quickly. • RII and Engine Run Up qualified.

ABX AIR, INC., Miami, FL, Oct 2014-Oct 2015 Line Maintenance, A&P Mechanic Served as a Line Maintenance, A&P Mechanic for Various Type Aircrafts. These type aircrafts included B767-400 for Atlas Air, B737-400 for Xtra Airways, B767-200/-300/-400 for DHL, B737-300 for Canadian North and B767-400 for AmeriJet. Ensured proper Aircraft Maintenance procedures were performed in accordance with ABX Air and FAA Standards. Key Accomplishments:

• Lead crew mechanic for removal and Installation of Engines. • Lead crew mechanic for all A-Check Scheduled Maintenance. • Performed Line Maintenance duties per ABX Air and FAA Standards. • Removed and Installed Auxiliary Power Units and Engines.

FALCON AIR, Miami, FL, Oct 2012-March 2015 Line Maintenance, A &P Mechanic, Flight Mechanic Served as Line Maintenance, Flight Mechanic and Miami Stationed A&P Mechanic for all Falcon Air MD-82/MD-83 Type Aircrafts. Ensured proper Aircraft Maintenance procedures were performed in accordance with Falcon Air and FAA Standards. Key Accomplishments:

• Respond to emergency AOG at Miami and other Aircraft locations. • Maintenance Procedures in accordance with FAA Standards. • Complied with Company’s task cards and Engineering Orders. • Troubleshoot Avionics Systems. • Performed Walk Around on aircraft for all arrival and departure times. • Performed Daily Checks, Service Checks and Pre-Departure Checks. • Meet tight repair deadlines to ensure no service disruption for planes to depart as scheduled.

• Respond to weekend and after-hours emergency calls quickly. • Removal and Installation of Engines and Auxiliary Power Units. • Performed A-Check Scheduled Maintenance. • Assisted as Maintenance Control as needed. • Engine Run Up qualified. • Perform RII inspections in accordance with the company GMM and Inspection program.

LARA AVIONICS, Miami, FL, Jun 2011-Oct 2012 Avionics Technician Served as an Avionics Technician at AAR Corp. Performed mostly Avionics Integration Installations in accordance with FAA Standards. Key Accomplishments:

• Complied with Company’s task cards and Engineering Orders. • Troubleshoot Avionics Systems. • Meet tight repair deadlines to ensure no service disruption for planes to depart as scheduled. • Respond to weekend and after-hours emergency calls quickly. • Performed C-Check Scheduled Maintenance for Avionics Systems on Delta Airlines MD-80 Type Aircraft. • Performed D-Check Scheduled Maintenance for Avionics Systems on United Airlines B757 Type Aircraft. • Performed Installation of IFE Systems on Virgin America A320 Type Aircraft. • Performed Installation of Fuel Tank Modification for Virgin America A320 Type Aircraft.

ALPHA TECH, Miami, FL, Dec 2009-Jun 2011 Line Maintenance Mechanic Supported various Airlines by Servicing their Line Maintenance and performing required work in accordance with FAA Standards. Key Accomplishments:

• Complied with Company’s task cards and Engineering Orders. • Respond to weekend and after-hours emergency calls quickly. • Performed C-Check Scheduled Maintenance on Delta Airlines MD-80 Type Aircraft. • Performed D-Check Scheduled Maintenance on United Airlines B757 Type Aircraft. • Performed Walk Around on aircraft for all arrival and departure times. • Performed Line Maintenance duties on Santa Barbara B767 Type Aircraft and Insel Air MD-80 Type Aircraft. • Meet tight repair deadlines to ensure aircrafts depart as scheduled.

R E S U M E

SHEILA PAINE

EMPLOYMENT

May 2007 - Present King & Bay West Management Corp. Vancouver, B.C. – Corporate Secretary

Currently, Corporate Secretary for four public companies, Excelsior Mining Corp. (TSX, OTCQX), Global Crossing Airlines Group Inc. (TSX-V; OTCQB), Queen’s Road Capital Investment Ltd. (TSX-V), Voleo Trading Systems Inc. (TSX-V), and all subsidiaries of the companies. Duties include corporate governance compliance, drafting, editing and/or reviewing documents (corporate governance documents, annual information forms, statements of executive compensation, information circulars, prospectuses, IPO documents, private placement documents, various agreements, meeting minutes, resolutions, consulting and employment agreements, correspondence and other securities and corporate documents), administering the companies’ executive compensation plans, administering the companies’ share capital documentation; maintaining the companies’ and all subsidiaries minute books, all corporate filings in numerous Provinces and States, TSX, TSX-V and OTCQX/OTCQB filings, SEDAR filings, SEDI filings; coordinating private placements and other transactions, coordinating and attending meetings of the companies’ boards of directors and their committees, coordinating and attending annual general meetings and special meetings of shareholders; and liaising with legal counsel, transfer agents and various consultants.

Sept. 1995 – May 2007

Paralegal/Legal Assistant – Securities Law - Fasken Martineau DuMoulin LLP (2003 to 2007) and Campney & Murphy (1995 to 2003), Vancouver, B.C.

Assistant to Iain Mant, Partner, Securities Department, and member of the National Partnership Board for Fasken Martineau. Also, Assistant to Sonya Reiss, Associate (2005-2006) and Karima Penman, Associate (2006 to 2007). The position included general securities and general corporate paralegal and legal assistant duties, including documentation preparation for a variety of securities and general business transactions (private placements, prospectus filings, IPOs, M&A transactions, etc.), drafting documents (closing documents, minutes, resolutions), correspondence and other communications, organizing and assisting at closings of private placements and other transactions, and other general duties related to securities, business and general corporate law. I also provided administrative support for Mr. Mant and Ms. Penman, including all the billing, file maintenance, travel arrangements, and coordinating meetings both for the lawyers and for some clients. The position required that I work independently, take initiative, and liaise with clients.

I worked with Mr. Mant at Campney and Murphy from 1995 to 2003 and moved with him to Fasken Martineau in 2003. I also assisted with the coordination of the annual Campney & Murphy Small Cap Forum and other events sponsored by the Securities Group.

Sheila Paine, Resume Page 2

ADDITIONAL INFORMATION

I have considerable experience with a variety of software packages, including Microsoft Office (Word, Outlook, PowerPoint, Excel), Adobe, etc. I have extensive experience in desktop publishing and document formatting. I have experience in coordinating events, large meetings, and travel.

EDUCATION

1976-1980 Simon Fraser University – Completed two years (in the evenings) towards a BA in Criminology (B Average).

1974 Pitman Career College – Legal Secretarial Course.

1972 Burnaby Central High School – Graduated – Grade 12 – Academic/Arts.

REFERENCES

Provided on request.


CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2019 AND THE PERIOD OF INCORPORATION ON SEPTEMBER 7, 2018 TO DECEMBER 31, 2018

Global Crossing AirlinesExhibit 13

(15 pages)

255 Alhambra Circle, Suite 1100, Coral Gables, FL 33134 / T. 305.567.0150 / F. 305.476.1551/[email protected]

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Global Crossing Airlines, Inc.

We have audited the accompanying consolidated financial statements of Global Crossing Airlines, Inc. (the “Company”), a Delaware corporation and its subsidiary, which comprise the consolidated statements of financial position as of December 31, 2019 and 2018, and the consolidated statements of loss and comprehensive loss, cash flows, and changes in shareholders’ deficit for the year endedDecember 31, 2019 and for the period from September 7, 2018 (date of incorporation) to December 31, 2018, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Global Crossing Airlines, Inc. and its subsidiary as of December 31, 2019 and 2018, and the results of their operations and cash flows for the yearended December 31, 2019 and for the period from incorporation on September 7, 2018 to December 31, 2018, in accordance with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the consolidated financial statements, the Company had no operating income or cash flows during the year ended December 31, 2019 and during the period from incorporation on September 7, 2018 to December 31, 2018. As of December 31, 2019 and 2018, the Company had a working capital deficiency of $399,637 and $102,954 and an accumulated deficit of $399,642 and $102,959, respectively. As described more fully in Note 1 to the consolidated financial statements, the continuing operations of the Company are dependent upon the Company’s ability to raise adequate financing and to commence profitable operations in the future. There is no assurance that the Company will be able to obtain such financing and management has stated that substantial doubt exists about the entity’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Other Matters

The consolidated financial statements of Global Crossing Airlines, Inc. and its subsidiary as of December 31, 2019 and 2018 and for the period from incorporation on September 7, 2018 to December 31, 2018 were also prepared and presented in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. We completed an audit of the consolidated financial statements of Global Crossing Airlines, Inc. and its subsidiary as of December 31, 2019 and 2018 and for the period from incorporation on September 7, 2018 to December 31, 2018, as presented in accordance with IFRS, and issued our unmodified opinion thereon in our report dated March 23, 2020.

Certified Public AccountantsCoral Gables, FloridaSeptember 22, 2020

GLOBAL CROSSING AIRLINES, INC.CONSOLIDATED FINANCIAL STATEMENTSTABLE OF CONTENTS

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION...................................................... 1

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS.................................... 2

CONSOLIDATED STATEMENTS OF CASH FLOWS .................................................................. 3

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT ............................ 4

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ................................................... 5 – 11


CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

DECEMBER 31, 2019 DECEMBER 31, 2018

ASSETS

CURRENT ASSETS

Prepaid expenses 1,620$ -$

Other current assets 2,654 2,654

TOTAL CURRENT ASSETS 4,274 2,654

TOTAL ASSETS 4,274$ 2,654$

CURRENT LIABILITIES

Accounts payable 13,221$ 3,243$

Accrued expenses 225,000 45,000

Due to related party 165,690 57,365

TOTAL CURRENT LIABILITIES 403,911 105,608

TOTAL LIABILITIES 403,911 105,608

SHAREHOLDERS' DEFICIT

Common stock, $.01 par value, 1,000 shares authorized;

500 shares issued and outstanding 5 5

Accumulated deficit (399,642) (102,959)

TOTAL SHAREHOLDERS' DEFICIT (399,637) (102,954)

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT 4,274$ 2,654$

LIABILITIES AND SHAREHOLDERS' DEFICIT

The accompanying notes are an integral part of these consolidated financial statements.

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CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

PERIOD FROM

INCORPORATION

YEAR ENDED ON SEPTEMBER 7, 2018

DECEMBER 31, 2019 TO DECEMBER 31, 2018

REVENUE -$ -$

OPERATING EXPENSES

Consulting fees 29,689 17,102

General and administrative 23,945 13,534

Legal and professional fees 1,271 1,666

Meals and entertainment 1,876 45

Rent and lease expense 18,275 2,654

Salaries and benefits 180,000 45,000

Travel 41,627 22,958

TOTAL OPERATING EXPENSES 296,683 102,959

NET LOSS AND COMPREHENSIVE LOSS (296,683)$ (102,959)$

BASIC AND DILUTED LOSS PER SHARE (593)$ (206)$

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 500 500


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CONSOLIDATED STATEMENTS OF CASH FLOWS

PERIOD FROM

INCORPORATION

YEAR ENDED ON SEPTEMBER 7, 2018

DECEMBER 31, 2019 TO DECEMBER 31, 2018

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss (296,683)$ (102,959)$

Changes in operating assets and liabilities:

Prepaid expenses (1,620) -

Other current assets - (2,654)

Accounts payable 9,978 3,243

Accrued expenses 180,000 45,000

TOTAL ADJUSTMENTS 188,358 45,589

NET CASH USED IN OPERATING ACTIVITIES (108,325) (57,370)

CASH FLOWS FROM FINANCING ACTIVITIES

Common stock issued - 5

Advances from related party 108,325 57,365

NET CASH PROVIDED BY FINANCING ACTIVITIES 108,325 57,370

NET INCREASE IN CASH - -

CASH AT BEGINNING OF YEAR - -

CASH AT END OF YEAR -$ -$

CASH PAID DURING THE YEAR FOR:

INTEREST -$ -$

INCOME TAXES -$ -$


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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2019 AND THE PERIOD FROM INCORPORATION ON SEPTEMBER 7, 2018

TO DECEMBER 31, 2018

Shares Amount

Accumulated

Deficit Total

Beginning Balance, September 7, 2018 - -$ -$ -$

Common stock 500 5 - 5

Net loss - - (102,959) (102,959)

Ending Balance, December 31, 2018 500 5 (102,959) (102,954)

Net loss - - (296,683) (296,683)

Ending Balance, December 31, 2019 500 5$ (399,642)$ (399,637)$

Common Stock


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GLOBAL CROSSING AIRLINES, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED DECEMBER 31, 2019 AND THE PERIOD FROM INCORPORATION ON SEPTEMBER 7, 2018 TO DECEMBER 31, 2018

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NOTE 1 - NATURE OF ORGANIZATION AND GOING CONCERN

Global Crossing Airlines, Inc. (the “Company”) was incorporated in the State of Delaware on September 7, 2018. The Company is primarily involved in the startup of charter airline service.The Company’s wholly owned subsidiary, Global Crossing Airlines, LLC, is a Florida Limited Liability Company formed on September 24, 2018 for the purpose of leasing office space for the Company.

These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has not commenced principal operations and has no current operating income or cash flows. As of December 31, 2019 and 2018, the Company had no cash, no revenues, a working capital deficiency of ($399,637) and ($102,954) and an accumulated deficit of ($399,642) and ($102,959), respectively. The Company intends to finance its future requirement through a combination of debt and/or equity issuance. There is no assurance that the Company will be able to obtain such financing or obtain them on favorable terms. The continuing operations of the Company are dependent upon the Company’s ability to continue to raise adequate financing and to commence profitable operations in the future. These material uncertainties raise substantial doubt as to the Company’s ability to continue as a going concern.

The consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption deemed to be inappropriate. These adjustments could be material.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

A) Basis of Presentation

The accompanying consolidated financial statements are presented on the accrual basis ofaccounting in accordance with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated in consolidation.

B) Property and Equipment

Property and equipment are recorded at cost. Expenditures for additions and improvements exceeding $5,000 are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. As of December 31, 2019 and 2018, the Company did not have any fixed assets and did not purchase or dispose of any fixed assets during the years then ended.


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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

C) Loss per Share

Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of common shares issued and outstanding during the period. Diluted loss per share is calculated assuming that outstanding share purchase options, with an average market price that exceeds the average exercise prices of the options and warrants for the period, are exercised and the proceeds are used to repurchase shares of the Company at the average market price of the common shares for the period. As of December 31, 2019 and 2018, the Company had no potentially dilutive shares outstanding.

D) Leases

Effective from January 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The Company determines if a contract contains a lease at inception. The lease term represents the non-cancellable period for which the Company has the right to use an underlying asset, which may include periods covered by certain options to extend and/or terminate the lease. Lease liabilities and corresponding right-of-use (“ROU”) assets are recognized at the commencement date of a lease. Leases with an initial lease term of 12 months or less are not recorded on the balance sheet.

At December 31, 2019 and 2018, the Company’s lease agreements included a month-to-month lease for office space and lease for office equipment for a one-year term. Rent expense during the year ended December 31, 2019 and for the period from incorporation on September 7, 2018 to December 31, 2018 was approximately $18,000 and $3,000, respectively, and is included in the consolidated statements of loss and comprehensive loss.

E) Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes and measures tax positions taken or expected to be taken on its tax return based on technical merit and assesses the likelihood that the positions will be substantiated upon examination based on the facts, circumstances and information available at the end of each year.


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E) Income Taxes (Continued)

Current income tax assets and liabilities for the current year are the amounts expected to be paid or received based on the taxable income or loss for the year and any adjustments pertaining to previous years. Current tax assets and liabilities are offset only if certain criteria are met.

Deferred tax liabilities are recognized for taxable temporary differences. Deferred tax assets are recognized for unused tax losses, used tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used.

Deferred tax assets are reviewed at the end of each year and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. Deferred tax assets and liabilities are offset only if certain criteria are met.

Management identifies and evaluates potential uncertain tax positions to determine whether the probability exists that a tax position taken in a tax return would be sustained upon examination by a taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented.

The annual federal tax returns for the Company are generally subject to examination by respective taxing authorities for three years after the returns are filed. The income tax returns for 2018, and 2019 (when filed) remain open to possible examination.

F) Significant Accounting Judgments and Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the financial statements include:

Going Concern

As discussed in Note 1, the preparation of these consolidated financial statements requires management to make judgments regarding the going concern of the Company.


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F) Significant Accounting Judgments and Estimates (Continued)

Deferred tax assets and liabilities

The estimation of income taxes includes evaluating the recoverability of deferred tax assets and liabilities based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income. Management assesses whether it is probable that some or all of the deferred income tax assets and liabilities will not be realized. The ultimate realization of deferred tax assets and liabilities is dependent upon future taxable income. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets or liabilities, and deferred income tax provisions or recoveries could be affected.

G) Fair Value of Financial Instruments

The Company’s financial instruments consist of accounts payable, accrued expenses, and amounts due to related party. As of December 31, 2019 and 2018, the fair values of these financial instruments approximate their carrying values due to their current nature.

H) Recent Accounting Pronouncements

The Company evaluates new accounting pronouncements for relevance and impact on its financial statements. Management is currently evaluating the effect the pronouncements will have on its consolidated financial statements.

I) Subsequent Events

Management has evaluated subsequent events through September 22, 2020, the date on which the consolidated financial statements were available to be issued.

NOTE 3 - RELATED PARTY

AVi8 Air Capital, LLC is an entity owned by common stockholders. The Company from time to time receives monies from related parties for working capital purposes. These advances are non-interest bearing and have no repayment terms. As of December 31, 2019 and 2018, the amounts due to AVi8 Air Capital, LLC were $165,690 and $57,365, respectively.

The Company considers the officers of the Company as key management personnel. During the year ended December 31, 2019 and the period from incorporation on September 7, 2018 to December 31, 2018, compensation to key management personnel totaled $180,000 and $45,000, respectively. As of the year and the period then ended, outstanding amounts due to key management personnel were $225,000 and $45,000, respectively.


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NOTE 4 - INCOME TAXES

The following is a reconciliation of income taxes attributable to operations computed at the statutory tax rates to income tax recovery for the year ended December 31, 2019 and the period from incorporation on September 7, 2018 to December 31, 2018:

2019 2018

Loss before income taxes $ (296,683) $ (102,959)

Expected income tax recoverable at statutory rate (72,752) (25,247)Non-deductible expenses 230 5Change in unrecognized deductible temporary differences 72,522 25,242

Total income tax recovery $ - $ -

The effective United States Federal and State of Florida corporate tax rates are 21% and 4.458%, respectively. The combined rate, net of the state income tax deduction allowable on the federal income tax return, is 24.522%.

Significant components of the company’s deferred income tax assets are as follows:

2019 2018

Net operating losses $ 42,590 $ 14,207Accrued salaries and benefits 55,174 11,035Tax assets not recognized (97,764) (25,242)

Net deferred income tax asset $ - $ -

The Company has net operating losses available for deduction against future taxable income of $173,682 and $57,935 as of December 31, 2019 and 2018, respectively. The net operating losses do not expire and may be carried forward indefinitely. No deferred tax asset has been recognized with respect to the losses as it is not considered probable that sufficient future taxable profits will allow for these deferred tax assets to be recovered.


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NOTE 5 - SUBSEQUENT EVENTS

On January 16, 2020, the Company entered into a loan agreement with Canada Jetlines, LTD (“Jetlines”). Under the terms of the agreement, the Company has agreed to lend Jetlines up to an aggregate amount of $300,000. Jetlines has pledged all intellectual property and all proceeds of such intellectual property as collateral for the loan and has granted a license for the Company to use its intellectual property.

During March 2020, the World Health Organization identified COVID-19, a viral disease, a pandemic. This viral disease began to disrupt business operations in the United States and worldwide during the first quarter of 2020 including supply chains, closures of certain lines of business and/or full closure of business operations. The airline industry is expected to be impacted significantly as many local and regional governments have issued public health orders and travel restrictions in response to COVID-19. Accounting guidance requires companies to evaluate the impact this pandemic will have on its business operations including items such as loss contingencies, valuation of trade receivables and inventory, estimates and valuation of long-lived assets and leases. As the Company has no operating income or cash flows, it is reliant on additional financing to fund ongoing operations. An extended disruption may affect the Company’s ability to obtain additional financing. The impact of these factors on the Company is not yet determinable; however, the Company’s financial position, results of operations and cash flows in future periods may be materially affected. The accompanying consolidated financial statements do not include the any adjustments for potential effects on the consolidated financial statements.

On February 5, 2020, the Company (“Global USA”) and Canada Jetlines Ltd. (“Jetlines”) entered into a Share Exchange Agreement. On June 23, 2020, the Company completed the reverse acquisition (the “Transaction”) in accordance with the Share Exchange Agreement and Global USA took over the operations of the Company. On the closing of the Transaction, the consolidated entity changed its name to Global Crossing Airlines, Inc. (“Global X”) and consolidated issued and outstanding common and variable voting shares (each a “Share”) on the basis of one post-consolidation Share for every ten pre-consolidation shares. Upon closing the transaction, amounts payable to Global USA were eliminated. Global USA is nowa wholly-owned subsidiary of GlobalX. The common shares of GlobalX will commence trading on the TSX Venture Exchange as a Tier 2 industrial issuer under the symbol “JET” on June 25, 2020.

In connection with the Transaction, GlobalX completed a financing for gross proceeds of $1,543,600 financing (the “Offering”). The Offering consisted of 6,174,400 units issued at US$0.25 per unit (each a “Unit”). Each Unit consists of one Share and one warrant (each a “Warrant”). Each Warrant entitles the holder thereof to purchase an additional Share for US$0.50 for a period of 24 months after closing of the Offering. GlobalX increased the size of its maximum offering by $43,600, with such additional proceeds being allocated to working capital.

In connection with the Transaction, GlobalX paid finder’s fee consisting of $16,038 in cash and issued 64,150 finder’s warrants exercisable to purchase a Share for $0.25 for a period of 24 months after closing of the Offering.


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NOTE 5 - SUBSEQUENT EVENTS (CONTINUED)

As part of the Transaction, Global X issued 2,357,594 shares to settle Global USA liabilities of $589,400 pursuant to the exercise of 2,357,594 share purchase warrants issued upon the completion of the Transaction. The fair value of the share purchase warrants in the amount of $589,400 was credited to capital.

In connection with the Transaction, the Company issued 342,000 shares pursuant to the exercise of 344,000 restricted share units (“RSUs”) and 463,959 shares pursuant to the settlement of debt of $74,233 owing to various creditors. The fair value of the RSUs and the settlement of debt in the amounts of $54,720 and $74,233, respectively, was credited to capital. The Company also incurred share issue costs in the amount of $16,040 in connection with the issuance of shares.

All securities issued in the Offering are subject to a four-month hold period that expires on October 24, 2020.

During June 2020, the Company issued 1,387,000 stock options to directors, officers, employees and consultants as compensation for services. The fair value of the stock options, as determined by the Black-Scholes Option Pricing Model, of approximately $169,000 was recorded to capital.

On May 6, 2020, Global USA announced that it has signed an agreement with GEM Global Yield LLC SCS ("GEM"), the private alternative investment group, to provide Global USA with up to CAD 100 million over a 36-month term following the closing of the Transaction, which merges Global USA with Canada Jetlines, LTD. The initial CAD 100 Million will be in the form of a capital commitment that allows GlobalX to draw down funds during the 36-month term by issuing shares of GlobalX common shares to GEM (or such persons as it may direct) and subject to share lending arrangement(s) being in place. The amount that can be drawn is limited to 10 times the average trading volume over a 15-day period and the price is set at 90% of the average price over the subsequent period. GlobalX controls the timing and maximum amount of drawdown under this facility and has no minimum drawdown obligation. There is no interest rate associated with this product. Concurrent with the closing of the Transaction and upon receiving TSX Approval, GlobalX agreed to issue warrants to GEM to purchase six percent (6%) of the outstanding common shares of GlobalX on a fully diluted basis.

On July 8, 2020, the TSX Venture Exchange provided approval for the Facility. On July 10, 2020, pursuant to the terms of the Facility, the Company issued 2,106,290 warrants to GEM exercisable at a price of $0.50 per share until May 4, 2023.

On August 26, 2020, the Company issued 473,714 common voting and variable shares at a price of $0.8937 per share for gross proceeds of $423,358 in accordance with the GEM Agreement.

GLOBAL CROSSING AIRLINES INC.

(FORMERLY “CANADA JETLINES LTD.”)

UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2020

(Expressed in United States Dollars)

Global Crossing AirlinesExhibit 14

(43 pages)

NOTICE OF NO AUDITOR REVIEW OF

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed the financial statements. The accompanying unaudited condensed interim consolidated financial statements of Global Crossing Airlines Inc. (the “Company”) have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.

GLOBAL CROSSING AIRLINES INC. (FORMERLY “CANADA JETLINES LTD.”) CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT (Unaudited) (Expressed in United States Dollars)

1

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

SEPTEMBER 30, 2020 DECEMBER 31, 2019 ASSETS Current assets Cash and cash equivalents $ 237,701 $ - Receivables (Note 5) 2,381 -

Airline deposits 375,000 - Prepaid expenses (Note 6) 333,411 1,620

Deposits 5,596 2,654Assets held for sale (Note 7) 287 -

954,376

4,274

Prepaid financing fee (Note 11) 2,791,355 -Equipment (Note 8) 436 - $ 3,746,167 $ 4,274 LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENCY) Current liabilities Accounts payable and accrued liabilities $ 1,168,892 $ 238,221 Commitment fee liability, current portion (Note 11) Warrant liability (Note 11) Due to related parties (Note 12)

356,927 684,553 235,027

- -

165,690 2,445,399 403,911 Commitment fee liability (Note11)

1,023,162

-

Long-term loan payable (Note 9) 30,240 - 3,498,801 403,911Shareholders’ equity (deficiency) Share capital 3,527,691 5 Reserves 896,400 - Deficit (4,176,725) (399,642) 247,366 (399,637) $ 3,746,167 $ 4,274

GLOBAL CROSSING AIRLINES INC. (FORMERLY “CANADA JETLINES LTD.”) CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, (Unaudited) (Expressed in United States Dollars)

2

THREE MONTH PERIOD

ENDED SEPTEMBER 30, NINE MONTH PERIOD

ENDED SEPTEMBER 30, 2020 2019 2020 2019 OPERATING ITEMS Aircraft launch, licensing and route network $ - $ - $ 3,321 $ -Compensation expense 57,590 45,000 148,418 135,000Consulting fees 470,403 5,309 958,377 12,529Depreciation (Note 8) 44 - 85 -Finance income (69) - (111) -Foreign exchange loss 1,899 - 15,607 -Interest expense 3,489 - 6,640 -Listing expense - - 2,888,163 -Marketing and investor relations 7,327 651 8,977 2,252Meals and entertainment - 349 159 1,759Office and administration 62,300 4,422 92,971 15,252Professional fees 79,050 468 117,694 949Regulatory costs (32,502) - (26,534) -Rent expense 13,979 3,977 33,087 13,626Share-based payments (Note 10) 172,085 - 340,704 -Travel 8,572 12,462 15,838 32,969 Loss from operations (844,167) (72,638) (4,603,396) (214,336)

Gain on warrant revaluation (Note 11) Gain on forgiveness of debt

726,713 -

- -

726,713 99,600

- -

Net loss and comprehensive loss for the period $ (117,454) $ (72,638) $ (3,777,083) $ (214,336)

Basic loss per share $ (0) $ (145) $ (0.30) $ (429) Diluted loss per share $ (0) $ (145) $ (0.30) $ (429) Weighted average number of shares outstanding 27,486,417 500 12,756,820 500 Fully diluted shares outstanding 37,292,497 500 22,562,900 500

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

GLOBAL CROSSING AIRLINES INC. (FORMERLY “CANADA JETLINES LTD.”) CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, (Unaudited) (Expressed in United States Dollars)

3

Supplemental disclosures with respect to cash flows (Note 13)

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements

2020 2019 CASH FLOWS FROM OPERATING ACTIVITIES Net loss for the period $ (3,777,083) $ (214,336) Items not affecting cash: Depreciation 85 - Foreign exchange loss 15,607 - Gain on warrant revaluation (726,713) -

Gain on forgiveness on debt Share-based payments

(99,600) 340,704 -

Listing expense 2,888,163 -

Non-cash working capital item changes: Receivables (2,381) - Prepaid expenses (331,791) -

Deposits (2,942) - Assets held for sale (287) -

Accounts payable and accrued liabilities 930,671 135,000Net cash used in operating activities (765,567) (79,336)

CASH FLOWS FROM INVESTING ACTIVITIES

Airline deposits (375,000) -Proceeds from asset disposal 24,639 Purchase of equipment (521) -Net cash used in investing activities (350,882) -

CASH FLOWS FROM FINANCING ACTIVITIES

Advances from related party (61,110) 79,336Proceeds on issuance of shares 1,401,211 -Share issue costs (16,191) -Long-term loan payable 30,240 -Net cash provided by financing activities 1,354,150 79,336

Net change in cash and cash equivalents during the period 237,701 - Cash and cash equivalents, beginning of the period - -

Cash and cash equivalents, end of the period $ 237,701 $ - Cash and cash equivalents Cash $ 237,701 $ - Short term investments - -

$ 237,701 $ - Cash paid for Interest $ 6,529 $ - Taxes $ - $ -

GLOBAL CROSSING AIRLINES INC. (FORMERLY “CANADA JETLINES LTD.”) CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, (Unaudited) (Expressed in United States Dollars)

3

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements

Share Capital

Number of Shares Amount Reserves Deficit Total

Balance – December 31, 2018 500 $ 5 $ - $ (102,959) $ (102,954) Loss for the period - - - (214,336) (214,336) Balance – September 30, 2019 500 5 - (317,295) (317,290) Loss for the period - - - (82,347) (82,347) Balance – December 31, 2019 500 5 - (399,642) (399,637) Reverse takeover transaction 8,482,990 - - - -Issuance of shares – private placement 6,174,400 987,904 555,696 - 1,543,600 Issuance of shares – GEM financing 473,714 320,059 - - 320,059Issuance of shares – warrants exercised 2,357,594 589,400 - - 589,400Issuance of shares – share exchange 9,484,757 1,517,561 - - 1,517,561Issuance of shares – RSUs exercised 342,000 54,720 - - 54,720Issuance of shares – settlement of debt 463,959 74,233 - - 74,233Share issue costs - (16,191) - - (16,191)Share based compensation on stock options 340,704 340,704Loss for the period - - - (3,777,083) (3,777,083) Balance – September 30, 2020 27,779,914 $ 3,527,691 $ 896,400 $ (4,176,725) $ 247,366

GLOBAL CROSSING AIRLINES INC. (FORMERLY “CANADA JETLINES LTD.”) NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2020 (Expressed in United States Dollars)

5

1. NATURE OF OPERATIONS AND GOING CONCERN

Global Crossing Airlines Inc. (the “Company” or “Global”) was incorporated under the laws of British Columbia and continued as a Federal corporation pursuant to the Canada Business Corporations Act effective February 28, 2017. Subsequently on June 23, 2020 the Company was continued back into British Columbia as a company existing under the Business Corporations Act (British Columbia). The Company’s principal business activity is the start-up of an aircraft, crew, maintenance, insurance (“ACMI”) and wet lease US charter airline serving the US, Caribbean and Latin American markets. The address of the Company’s registered office is 1055 West Georgia Street, Suite 2400, Vancouver, British Columbia, Canada V6E 3P3. The Company’s shares trade on the TSX Venture Exchange (the “Exchange” or “TSXV”) under the symbol “JET”. These condensed interim consolidated financial statements have been prepared using International Financial Reporting Standards (“IFRS”) on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The continuing operations of the Company are dependent upon the Company’s ability to raise adequate financing and to commence profitable operations in the future. The Company is evaluating financing its future requirements through a combination of debt, equity and/or other facilities. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms. These condensed interim consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption deemed to be inappropriate. Changes in future conditions or anticipated future conditions could require material write-downs to the carrying values of the Company’s assets. These adjustments could be material. As at September 30, 2020, the Company had a working capital deficit of $1,491,023 and a deficit of $4,176,725. At present, the Company has no current operating income or cash flows. Without additional financing, the Company will be unable to fund general and administrative expenses and working capital requirements for the next 12 months. As described in Note 4, during the nine month period ended September 30, 2020, the Company completed a business combination pursuant to which it acquired all of the issued and outstanding shares of Global Crossing Airlines, Inc. (“Global USA”), a Delaware corporation. For financial reporting purposes, the Company is considered a continuation of Global USA, the legal subsidiary, except with regard to authorized and issued share capital which is that of the Company, the legal parent. Consequently, comparative amounts in these condensed consolidated interim financial statements are those of Global USA only. During the nine month period ended September 30, 2020, the World Health Organization declared a global pandemic related to the virus known as COVID-19. The expected impacts on global commerce are anticipated to be far reaching. To date there have been significant wide-spread stock market declines and the movement of people and goods has become restricted, affecting the supply, demand and pricing for many products and services. The airline industry is expected to be impacted significantly as many local and regional governments have issued public health orders and travel restrictions in response to COVID-19. As the Company has no material operating income or cash flows, it is reliant on additional financing to fund ongoing operations. An extended disruption may affect the Company’s ability to obtain additional financing. The impact of these factors on the Company is not yet determinable; however the Company’s financial position, results of operations and cash flows in future periods may be materially affected.


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2. BASIS OF PRESENTATION

Statement of compliance These condensed interim consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Boards (“IASB”) and in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting. The condensed interim consolidated financial statements do not include all the information required for full annual financial statements. These condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2019.

Change in functional currency and foreign currency translation These condensed interim consolidated financial statements are presented in United States dollars, which is the functional currency of the Company and its subsidiary. During the nine month period ended September 30, 2020, the Company changed its functional currency to US dollars given the increasing prevalence of U.S. dollar-denominated activities of the Company over time. The change in functional currency from Canadian dollars to US dollars was accounted for prospectively from June 23, 2020. The exchange rate used to translate the balance sheet to reflect the change in functional currency on adoption was US $1 equals to Canadian $1.355. Foreign currency transactions are translated into the functional currency using exchange rates in effect at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate in effect at the measurement date. Non-monetary assets and liabilities denominated in foreign currencies are translated using the historical exchange rate or the exchange rate in effect at the measurement date for items recognized at fair value through profit or loss (“FVTPL”). Gains and losses arising from foreign exchange are included in the statement of loss and comprehensive loss.

Basis of consolidation These condensed interim consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries, Canada Jetlines Operations Ltd. (“Jetlines Operations”), Target Exploration and Mining Corp. (“Target”), Crosshair Energy USA, Inc. (“Crosshair USA”), GlobalX Ground Team, LLC (“Ground”), CubaX Air Tours, LLC (“CubaX”) and Global USA. All intercompany transactions and balances have been eliminated on consolidation. Details of the Company’s subsidiaries are as follows:

Name Place of incorporation Interest % Principal activity Canada Jetlines Operations Ltd. Canada 100% ownership by

the Company Start-up of a ULCC scheduled airline service

Global Crossing Airlines, Inc. Delaware, United States 100% ownership by the Company

Start-up of a US charter airline

Global Crossing Airlines, LLC Florida, United States 100% ownership by the Company

Lease of office space for Global USA

Target Exploration and Mining Corp.

British Columbia, Canada 100% ownership by the Company

Inactive subsidiary

Crosshair Energy USA, Inc.

Nevada, United States 100% ownership by Target

Inactive subsidiary

GlobalX Ground Team, LLC

Florida, United States 50% ownership by The Company

Airline ground services

CubaX Air Tours, LLC

Florida, United States 100% ownership by The Company

Air charter service


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2. BASIS OF PRESENTATION (continued)

Significant accounting judgments and estimates

The preparation of these condensed interim consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed interim consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These condensed interim consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the condensed interim consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimates Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to the following: Share-based payments Estimating fair value for granted stock options and compensatory warrants requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the option or warrant, volatility, dividend yield, and rate of forfeitures and making assumptions about them. Estimating fair value for granted restricted share units requires estimating the number of awards likely to vest on grant and at each reporting date up to the vesting date. The estimated forfeiture rate is adjusted for actual forfeitures in the period. Deferred tax assets and liabilities The estimation of income taxes includes evaluating the recoverability of deferred tax assets and liabilities based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets and liabilities will not be realized. The ultimate realization of deferred tax assets and liabilities is dependent upon the generation of future taxable income. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets or liabilities, and deferred income tax provisions or recoveries could be affected. Future reclamation provision The Company assesses its provision for reclamation related to its historical exploration and evaluation activities at each reporting period or when new material information becomes available. Accounting for reclamation obligations requires management to make estimates of the future costs that will be incurred to complete the reclamation to comply with existing laws and regulations. Actual future costs that will be incurred may differ from those amounts estimated as a result of changes to environmental laws and regulations, timing of future cash flows, changes to future costs, technical advances, and other factors. In addition, the actual work required may prove to be more extensive than estimated because of unexpected geological or other technical factors. The measurement of the present value of the future obligation is dependent on the selection of a suitable discount rate and the estimate of future cash outflows. Changes to either of these estimates may materially affect the present value calculation of the obligation.


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2. BASIS OF PRESENTATION (continued)

Significant accounting judgments and estimates (continued) Critical accounting judgments Critical accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments. Going concern The preparation of these condensed interim consolidated financial statements requires management to make judgments regarding the going concern of the Company, as previously discussed in Note 1.

Functional currency The functional currency is the currency of the primary economic environment in which an entity operates, and has been determined for each entity within the Company. The functional currency for the Company and its subsidiaries has been determined to be the United States dollar.

3. SIGNIFICANT ACCOUNTING POLICIES

Financial instruments IFRS 9, Financial Instruments (“IFRS 9”) provides three different measurement categories for non-derivative financial assets – subsequently measured at amortized cost, fair value through profit or loss (“FVTPL”) or fair value through other comprehensive income – while all non-derivative financial liabilities are classified as subsequently measured at amortized cost. The category into which a financial asset is placed and the resultant accounting treatment is largely dependent on the nature of the business of the entity holding the financial asset. All financial instruments are initially recognized at fair value. Financial instruments that are measured at fair value subsequent to initial recognition are grouped into a hierarchy based on the degree to which the fair value is observable as follows:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2: Inputs other than quoted prices that are observable for the asset or liability directly or indirectly; and Level 3: Inputs that are not based on observable market data.

Financial assets The Company initially recognizes financial assets on the trade date, which is the date that the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial assets that is created or retained by the Company is recognized as a separate asset or liability. The Company classifies all of its financial assets, except investments, as subsequently measured at amortized cost. Investments are classified as FVTPL and measured at fair value. All financial assets that do not meet the criteria to be recognized as subsequently measured at amortized cost or subsequently measured at fair value through other comprehensive income are classified as FVTPL. An expected credit loss (“ECL”) model applies to financial assets measured at amortized cost, but not to investments in equity instruments. The impairment methodology applied depends on whether there has been a significant increase in credit risk.


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3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial instruments (continued)

Financial liabilities The Company measures all of its financial liabilities as subsequently measured at amortized cost. Financial liabilities are recognized initially at fair value, net of transaction costs incurred, and are subsequently measured at amortized cost. Any difference between the amounts originally received, net of transaction costs, and the redemption value is recognized in profit and loss over the period to maturity using the effective interest method.

Impairment of non-financial assets At each reporting date, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is an indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the assets belong. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

The accounting policies followed by the Company are set out in Note 3 to the audited consolidated financial statements for the year ended December 31, 2019 and have been consistently followed in the preparation of these condensed interim consolidated financial statements. Leases Effective January 1, 2019, the Company adopted IFRS 16, Leases (“IFRS 16”) which replaces IAS 17, Leases ("IAS 17") and its associated interpretative guidance. IFRS 16 introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases but can elect to exclude those with a term of less than 12 months, or those where the underlying asset is of low value. A lessee is required to recognize a right of use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. IFRS 16 substantially carries forward the lessor accounting requirements of IAS 17, while requiring enhanced disclosures to be provided by lessors. Other areas of the lease accounting model have also been impacted, including the definition of a lease. Transitional provisions have been provided. At the inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company recognizes a right of use asset and a lease liability at the lease commencement date. The right of use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset of the site on which it is located, less any lease incentives received. The assets are depreciated to the earlier of the end of the useful life of the right of use asset or the lease term using the straight line method as this most closely reflects the expected pattern consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. In addition, the right of use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that cannot be readily determined, the Company's incremental borrowing rate. The incremental borrowing rate is a function of the Company’s incremental borrowing rate, the nature of the underlying asset, the location of the asset and the length of the lease. Generally, the Company uses its incremental borrowing rate as the discount rate.


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3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Leases (continued) The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in the future lease payments arising from a change in an index or rate, if there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right of use asset or is recorded in profit or loss if the carrying amount of the right of use asset has been reduced to zero.

The Company has elected to apply the practical expedient not to recognize right of use assets and lease liabilities for short- term leases that have a lease term of 12 months or less and leases of low-value assets. The lease payments associated with these leases are recognized as expenses on a straight-line basis over the lease term. No transitional adjustment was required upon adoption of IFRS 16 on January 1, 2019.

4. REVERSE TAKEOVER TRANSACTION

On February 5, 2020, the Company entered into a definitive agreement with Global USA with respect to a reverse takeover transaction of the Company and Global USA (the “Transaction”). On June 23, 2020, the Transaction closed and Global USA had taken over the operations of the Company. All of the issued and outstanding shares of Canada Jetlines were exchanged for shares of the acquirer Global Crossing Airlines, Inc. (“Global USA”). For accounting purposes, the Reverse Take Over (“RTO”) transaction is considered to be an acquisition outside the scope of IFRS 3 Business Combinations since Canada Jetlines, prior to the RTO did not constitute a business. The RTO is accounted for in accordance with IFRS 2 Share-based Payments whereby Global USA is deemed to have issued shares and share purchase warrants to acquire the net assets of Canada Jetlines together with its TSX-V listing status, and the fair value of the consideration issued by Global USA is used to measure the RTO. The accounting for the RTO results in the following: (i) The consolidated financial statements of the combined entities are issued under the legal parent, Canada Jetlines, but are considered a continuation of the financial statements of the legal subsidiary, Global USA. (ii) Since Global USA is deemed to be the acquirer for accounting purposes, its assets and liabilities are included in the consolidated financial statements at their historical carrying values. Because the Company cannot identify specifically some or all of the goods or services received in the RTO in return for the exchange of shares and warrants, the value in excess of the net identifiable assets of Canada Jetlines acquired on closing was expensed in the consolidated statement of comprehensive loss as a listing expense. The listing expense in the amount of $2,888,163 is comprised of the fair value of common shares and warrants of the Company retained by the former shareholders of Canada Jetlines and legal fees incurred, less the amount of acquired net assets of Canada Jetlines. The fair value of the common shares and warrants issued was $1,989,144 reflecting the price of units, consisting of one share and one warrant each, issued in the concurrent private placement at $0.25 per unit. The fair value of Canada Jetlines warrants issued of $0.09 was determined using the Black-Scholes option pricing model with the following weighted average assumptions: an expected life of 2 years; 100% volatility; risk free interest rate of 1.70%; and a dividend yield of 0%. Volatility is calculated based on the changes in historical stock prices over the expected life of the warrants. In addition, the Company incurred further professional and regulatory fees of $119,035 in relation to the completion of the Transaction.


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4. REVERSE TAKEOVER TRANSACTION (continued)

The fair value of the consideration for the Transaction is as follows:

Net working capital and assets acquired:

Cash & cash equivalents $ 332,530 Receivables 10,606 Prepaid expenses 119,654 Assets held for sale 280 Property and equipment 520 Due from Global Crossing USA 1,038 Payables and accruals (1,215,092) Long-term loan payable (29,520) Net working capital and assets acquired $ (779,984) Total consideration $ 1,989,144Transaction costs 119,035Net working capital and assets acquired 779,984 Total listing expense $ 2,888,163

Further details, terms and conditions of the Transaction include: The share exchange ratio for the Transaction resulted in the issuance of 9,485,257 shares of the Company to the

former shareholders of Global USA. Global USA shareholders of Global USA were also issued an aggregate of 2,357,594 consideration warrants, with

each warrant exercisable for one share of the Company. On closing, Global USA shareholders exercised all of the warrants in exchange for the settlement of $589,400 in Global USA liabilities outstanding as of February 29, 2020.

The Company consolidated its share capital on a 10:1 basis and changed its name to “Global Crossing Airlines Inc.”. Global USA designated a team of officers, directors and board committee members. Prior to the closing of the Transaction, the Company completed an offering of units for aggregate gross proceeds of

$1,543,600 (the “Offering”). The Company issued 6,174,400 units at a price of $0.25 per unit. Each unit consists of one share and one warrant exercisable for twenty-four (24) months at a price of $0.50 for each share.

In connection with the Transaction, the Company also issued 415,150 shares to settle outstanding debt of approximately $74,233 due to certain creditors at a deemed price of $0.16 per share and a further 48,809 shares to settle CAD$129,355 in debt.

After giving effect the Transaction and Offering, the Company had as of June 30, 2020 27,306,200 shares issued and outstanding.

Number Amount

Shares and warrants issued: Outstanding shares of Canada Jetlines deemed to be issued 8,733,997 $1,517,561 Outstanding warrants of Canada Jetlines deemed to be issued 2,357,594 212,183 RSUs exercised 342,000 54,720 Shares issued in settlement of debt 463,959 74,233 Settlement of note payable to Global USA 750,760 130,447 Total consideration $1,989,144


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5. RECEIVABLES

As at September 30, 2020

As at December 31, 2019

Sales and other tax credits $ 2,375 $ -Other receivables 6 - $ 2,381 $ -

6. PREPAID EXPENSES



Consulting fees $ 150,000 $ -Prepaid Expenses 145,120 -Professional fees 37,194 -Regulatory 0 -Other 1,097 1,620 $ 333,411 $ 1,620

7. ASSETS HELD FOR SALE

As at

September 30, 2020 As at

December 31, 2019 Computer equipment $ 287 $ -

During the nine month period ended September 30, 2020, the Company sold spare parts inventory and computer equipment for cash proceeds in the amounts of $20,579 and $4,060, respectively, which total $24,639.


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8. EQUIPMENT

Computer Equipment Office Equipment Total

Cost Balance – December 31, 2018 and 2019 $ - - -Assets acquired from the Transaction

- 560 560

Balance – September 30, 2020 $ - $ 560 $ 560 Accumulated Depreciation and Impairment

Balance – December 31, 2018 and 2019 $ - $ - $ -Depreciation - 124 124Balance – September 30, 2020 $ - $ 82 $ 82 Net Book Value As at December 31, 2019 $ - $ - $ -As at September 30, 2020 $ - $ 436 $ 436

9. LONG-TERM LOAN PAYABLE

On May 28, 2020, the Company received an interest-free Canada Emergency Business Account (“CEBA”) loan in the amount of CAD$40,000 to help cover the Company's operating expenses, payroll and other non‑deferrable expenses which are critical to sustain business continuity. The program has been implemented by Bank of Montreal in collaboration with the Government of Canada as part of the COVID-19 relief initiatives. If the Company repays 75% of the principal amount on or before December 31, 2022, the repayment of the remaining 25% of the principal amount will be forgiven. In the event that the Company does not repay the principal amount by December 31, 2022, the principal amount and all accrued and unpaid interest at the rate of 5% per annum from January 1, 2023 will be due and payable on December 31, 2025.


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10. SHARE CAPITAL AND RESERVES

Authorized

The Company has authorized an unlimited number of common voting shares and variable voting shares without par value (the “Voting Shares”). The common voting shares and variable voting shares rank equally as to dividends on a share-for-share basis, and all dividends declared in any fiscal year shall be declared in equal or equivalent amounts per share on all Voting Shares then outstanding, without preference or distinction. As at September 30, 2020, the Company had 14,954,582 common voting shares and 12,825,332 variable voting shares outstanding. Common voting shares A common voting share carries one vote per common voting share. Variable voting shares The restrictions imposed by federal law currently require that no more than 24.9% of stock of a U.S. airline be voted, directly or indirectly, by persons who are not U.S. citizens, and that no more than 49.9% of the outstanding stock of a U.S. airline be owned (beneficially or of record) by persons who are not U.S. citizens. Under the Company’s Articles, the variable voting shares carry one vote per variable voting share held, subject to an automatic reduction of the voting rights attached to variable voting shares in the event any of the applicable limit is exceeded. The applicable limit is not more than 25% of the voting rights associated with all shares may be held by non-U.S. citizens.

Share issuances During the nine-month period ended September 30, 2020: On June 23, 2020, the Company consolidated its common shares, which was approved by the directors of the

Company and was subsequently approved by the TSX Venture Exchange (“TSX-V”). The consolidation resulted in each shareholder of the Company receiving one post-consolidation share for every ten pre-consolidation common shares held. The number of shares, warrants and options and earnings per share data presented in these condensed consolidated interim financial statements have all been adjusted retroactively to reflect the impact of this share consolidation.

The Company issued 6,174,400 units for gross proceeds of $1,543,600 pursuant to a private placement.

The Company issued 2,357,594 shares to settle Global USA liabilities of $589,400 pursuant to the exercise of 2,357,594 share purchase warrants issued upon the completion of the Transaction. The fair value of the share purchase warrants in the amount of $589,400 was credited to share capital.

The Company issued 9,485,257 shares in exchange for pre-RTO shares held by Global USA shareholders. The

exchange ratio was 1 Global USA share for 18,971 shares of the Company.

The Company issued 342,000 shares pursuant to the exercise of 344,000 RSUs. The fair value of the RSUs in the amount of $54,720 was credited to share capital.

The Company issued 463,959 shares pursuant to the settlement of debt of $74,233 owing to various creditors. The fair value of the settlement of debt in the amount of $74,233 was credited to share capital.

The Company incurred share issue costs in the amount of $16,191 in connection with the issuance of shares.


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10. SHARE CAPITAL AND RESERVES (continued)

Share issuances (continued)

On August 26, 2020, the Company issued 473,714 common voting and variable shares at a price of CAD $0.8937

per share for gross proceeds of CAD $423,358 in accordance with the GEM Facility. During the year ended December 31, 2019, the Company had no share capital activity. Subscription receipts

There were no subscription receipts held in escrow during the nine-month period ended September 30, 2020. Share purchase warrants The following is a summary of share purchase warrants activities during the nine-month period ended September 30, 2020 and the year ended December 31, 2019: Number of Share

Purchase Warrants

Weighted Average Exercise

Price Outstanding, December 31, 2018 and 2019 - - Issued 10,726,674 $0.43Exercised (2,357,594) $0.25Expired - -Outstanding, September 30, 2020 8,369,080 $0.49

During the year ended December 31, 2019, the Company had no activity with respect to share purchase warrants.

Share-based payments The maximum number of Voting Shares issuable pursuant to share-based payment arrangements, including stock options, restricted share units and performance share units, is 2,730,000. Stock options The Company grants stock options to directors, officers, employees and consultants as compensation for services, pursuant to its Amended Stock Option Plan (the “Stock Option Plan”). The maximum price shall not be less than the closing price of the Company’s shares on the last trading day preceding the date on which the grant of options is approved by the Board of Directors. Options have a maximum expiry period of ten years from the grant date. Vesting conditions are determined by the Board of Directors in its discretion with certain restrictions in accordance with the Stock Option Plan.


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Share-based payments (continued) The following is a summary of stock option activities during the nine-month period ended September 30, 2020:

Number of stock

options Weighted average

exercise price Outstanding, December 31, 2018 and 2019 - -Granted 1,437,000 $0.25Outstanding, September 30, 2020 1,437,000 $0.25

During the year ended December 31, 2019, the Company had no activity with respect to stock options. As at September 30, 2020 the following stock options were outstanding and exercisable:

Outstanding Exercisable Exercise Price Remaining life

(years) Expiry Date

1,287,000 412,328 USD$0.25 4.98 September 23, 2025150,000 - CAD$0.60 3.00 September 29, 2023

1,437,000 412,328

The Company recognizes share-based payments expense for all stock options granted using the fair value based method of accounting. The fair value of stock options is determined by the Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility factors of the expected market price of the Company’s shares, forfeiture rate, and expected life of the options. During the nine month period ended September 30, 2020, the Company recognized a share-based payment expense with respect to stock options in the amount of $340,704 (2019 – $nil).

The following weighted average assumptions were used to estimate the weighted average grant date fair value of stock options granted during the Nine month periods ended September 30, 2020 and 2019:

For the nine month period ended

September 30, 2020


September 30, 2019 Risk-free interest rate 0.38% 1.53%Expected life (years) 4.78 5.0Annualized volatility 143% 40%Dividend yield 0% 0%

Restricted share units The Company grants restricted share units (“RSUs”) to directors, officers, employees and consultants as compensation for services, pursuant to its Amended RSU Plan (the “RSU Plan”). One restricted share unit has the same value as a Voting Share. The number of RSUs awarded and underlying vesting conditions are determined by the Board of Directors in its discretion.

At the election of the Board of Directors, upon each vesting date, participants receive (a) the issuance of Voting Shares from treasury equal to the number of RSUs vesting, or (b) a cash payment equal to the number of vested RSUs multiplied by the fair market value of a Voting Share, calculated as the closing price of the Voting Shares on the TSXV for the trading day immediately preceding such payment date; or (c) a combination of (a) and (b).


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Share-based payments (continued)

On the grant date of RSUs, the Company determines whether it has a present obligation to settle in cash. If the Company has a present obligation to settle in cash, the RSUs are accounted for as liabilities, with the fair value remeasured at the end of each reporting period and at the date of settlement, with any changes in fair value recognized in profit or loss for the period. The Company has a present obligation to settle in cash if the choice of settlement in shares has no commercial substance, or the Company has a past practice or a stated policy of setting in cash, or generally settles in cash whenever the counterparty asks for cash settlement. If no such obligation exists, RSUs are accounted for as equity settled share-based payments and are valued using the share price on grant date. Upon settlement:

a. If the Company elects to settle in cash, the cash payment is accounted for as the repurchase of an equity interest (i.e.

as a deduction from equity), except as noted in (c) below. b. If the Company elects to settle by issuing shares, the value of RSUs initially recognized in reserves is reclassified to

share capital, except as noted in (c) below. c. If the Company elects the settlement alternative with the higher fair value, as at the date of settlement, the Company

recognizes an additional expense for the excess value given (i.e. the difference between the cash paid and the fair value of shares that would otherwise have been issued, or the difference between the fair value of the shares and the amount of cash that would otherwise have been paid, whichever is applicable).

The following is a summary of RSU activities during the nine month period ended September 30, 2020:

Number of RSUs

Weighted average grant date fair value per RSU

Outstanding, December 31, 2018 and 2019 - - Granted 342,000 $0.16 Exercised (342,000) $0.16Outstanding, September 30, 2020 - $0.16

During the nine month period ended September 30, 2020, the Company recognized share-based payments expense with respect to RSUs in the amount of $nil (2019 – $nil).


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11. CAPITAL COMMITMENTS GEM Global Yield LLC SCS

The Company previously announced an agreement with GEM Global Yield LLC SCS ("GEM"), the private alternative investment group to provide the Company with up to CAD $100 million over a 36 month term following the closing of the Transaction (the “GEM Facility”). The initial CAD $100 Million is in the form of a capital commitment that allows the Company to draw down funds during the 36-month term by issuing shares to GEM (or such persons as it may direct) and subject to share lending arrangement(s) being in place. The Company controls the timing and maximum amount of drawdown under this facility and has no minimum drawdown obligation. On July 8, 2020 the TSX Venture Exchange provided approval for the GEM Facility. The Company entered into a promissory note to pay GEM Yield Bahamas Limited a fee equal to two percent (2%) of the aggregate purchase price, being CAD $2,000,000. The fee is payable, whether or not any draw down notices have been delivered, as follows: the first 25% of the fee shall be paid within 12 months from the date of the agreement; an additional 25% of the fee shall be paid within 18 months from the date of the agreement and the rest of 50% of the fee shall be paid within 24 months from the date of this agreement. The fee was recorded at its present value at a rate of 5.75%, 5 percent above the base rate of Barclays Bank PLC as per the promissory note, as Prepaid Financing Fee and the promissory note as Commitment Fee Liability in the amount of $1,380,089.

The prepaid financing fee will be reduced on a pro-rated basis as the drawdowns occur and will be recorded in share capital as a share issuance cost. Any remaining balance at the end of the term will be expensed in profit or loss as a financing fee.

On July 10, 2020, pursuant to the terms of the GEM Facility, the Company issued 2,106,290 warrants to GEM exercisable at a price of CAD $0.50 per share until May 4, 2023. The initial fair value of the warrants was recorded as prepaid financing fee in the amount of $1,411,266. The warrants fair value was calculated using the Black-Scholes option pricing model, assuming an expected life of 3 years, a risk-free interest rate of 0.17%, an expected dividend rate of 0.00%, stock price of CAD $0.72 and an expected annual volatility coefficient of 80%. At September 30, 2020, the warrants were revalued and had a fair value, calculated using the Black-Scholes option pricing model, of $684,553. The revaluation of the warrants at September 30, 2020 produced a gain of $726,713.


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12. RELATED PARTY TRANSACTIONS

Related parties and related party transactions impacting the condensed interim consolidated financial statements not disclosed elsewhere in these condensed interim consolidated financial statements are summarized below and include transactions with the following individuals or entities: Key management personnel

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of members of the Company’s Board of Directors, corporate officers, including the Company’s Chief Executive Officer, Chief Financial Officer, and Vice Presidents.

Remuneration attributed to key management personnel for the nine month periods ended September 30, 2020 and 2019 is summarized as follows:


September 30, 2020


September 30, 2019 Short-term benefits (1) $ 114,600 $ 135,000Share-based payments (Note 10) 340,704 - $ 455,304 $ 135,000

(1) Short-term benefits include base salaries and directors’ fees, pursuant to contractual employment or consultancy arrangements, management and consulting fees.

Other related party transactions and balances

As at September 30, 2020, amounts due to related parties include the following:

Key management personnel of the Company - $57,000 (December 31, 2019 - $225,000) in relation to compensation,

included in accounts payable and accrued expenses.

The amounts due to related parties are unsecured, non-interest bearing and have no stated terms of repayment. AVi8 Air Capital, LLC is an entity owned by common stockholders. The Company from time to time receives monies from related parties for working capital purposes. These advances are non-interest bearing and have no repayment terms. As of September 30, 2020 and December 31, 2019, the amounts due to AVi8 Air Capital, LLC were $235,027 and $165,690, respectively.


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13. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

Non-cash transactions affecting cash flows from investing or financing activities during the nine month period ended September 30, 2020 are summarized below:

The Company credited $589,400 to share capital in relation to the fair value of share purchase warrants exercised

(Note 10).

The Company credited $128,953 to share capital in relation to the fair value of debt settled for shares and RSUs exercised (Note 10).

As part of the Transaction, the Company settled $130,447 loan payable to Global USA. There were no non-cash transactions affecting cash flows from investing or financing activities during the nine month period ended September 30, 2019.

14. CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to advance its strategic investments, and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. In the management of capital, the Company includes its components of equity. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, acquire assets or dispose of assets. In order to maximize ongoing development efforts, the Company does not pay out dividends. Management reviews its capital management approach on an ongoing basis and believes that this approach is reasonable given the relative size of the Company. The Company currently is not subject to externally imposed capital requirements. There were no material changes in the Company’s approach to capital management during the nine month period ended September 30, 2020.


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15. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS

The Company’s financial instruments are exposed to certain financial risks as detailed below. Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company is subject to credit risk on its cash and cash equivalents and receivables. The Company limits its exposure to credit loss by placing its cash and cash equivalents with major financial institutions. The Company has no investments in asset-backed commercial paper. The Company’s receivables consist mainly of Goods and Services Tax receivable due from the Government of Canada. As a result, the Company does not believe it is exposed to significant credit risk. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through its capital management as outlined in Note 13. As at September 30, 2020, the Company had a working capital deficit of $1,491,023 and a deficit of $4,176,725. At present, the Company has no current operating income or cash flows. Without additional financing, the Company will be unable to fund general and administrative expenses and working capital requirements for the next 12 months (Note 1). In addition, the Company does not have the required financing to meet domestic licensing financial capability requirements, to complete the build-out of the airline and to secure aircraft. Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and equity prices.

(a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The risk that the Company will realize a loss as a result of a decline in the fair value of any short-term investments included in cash and cash equivalents is minimal because these investments generally have a fixed yield rate.

(b) Currency risk At present the Company’s expenditures are predominantly in Canadian dollars. Future equity raised may be in either Canadian or US dollars. At this time, the Company does not have any currency hedges in place for fluctuations in the exchange rate between the Canadian dollar and the US dollar. As at September 30, 2020, a 10% change in the Canadian dollar versus the US dollar would give rise to a gain/loss of approximately $2,500 based on Canadian dollar denominated monetary assets and liabilities.


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16. SUBSEQUENT EVENTS

The following events occurred subsequent to the nine month period ended September 30, 2020:

On October 20, 2020, the Company signed a letter of intent with Vallair, the mature aircraft and asset specialist based in Luxembourg, to lease ten converted A321 freighter. This deal represents the most significant transaction to convert A321s to freighter within the cargo industry.

On October 20, 2020, the Company confirmed that 830,000 warrants had been recently exercised by shareholders

for gross proceeds of Cdn$415,000. This included an exercise of 50,000 warrants by Ed Wegel, Chair and CEO of the Company.

On October 27, 2020, the Company signed an initial agreement with Spirit Airlines (NYSE:SAVE). Spirit will provide on-call and line maintenance for GlobalX in support of the GlobalX fleet of A320 and A321 aircraft.

On October 28, 2020, the Company filed a management information circular pursuant to which the Company

proposed to change its jurisdiction of incorporation from the province of British Columbia, Canada to the State of Delaware. The U.S. Domestication is required for the Company to complete its charter licensing process and it will also reflect the Company’s U.S.-business and operations.

On October 28, 2020, the Company granted a total of 560,000 RSUs to certain directors, officers, employees and consultants of the Company.

On November 25, 2020, the Company issued 138,000 shares for gross proceeds of $116,499.60in accordance with the GEM Facility.

Global Crossing Airlines Inc. Management Discussion & Analysis For the Nine Month Period Ended September 30, 2020 Date Prepared: November 30, 2020

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GENERAL This Management Discussion & Analysis (“MD&A”) is intended to supplement and complement the condensed interim consolidated financial statements and accompanying notes of Global Crossing Airlines Inc. (the “Company” or “Global”) for the nine month period ended September 30, 2020. The information provided herein should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2019 and the accompanying notes thereto. All dollar figures presented are expressed in United States dollars unless otherwise noted. Financial statements and summary information derived therefrom are prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting. Management is responsible for the preparation and integrity of the financial statements and MD&A, including the maintenance of appropriate information systems, procedures and internal controls and to ensure that information used internally or disclosed externally, including the financial statements and MD&A, is complete and reliable. The Company’s Board of Directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The Board’s audit committee meets with management quarterly to review the financial statements including the MD&A and to discuss other financial, operating and internal control matters. The reader is encouraged to review the Company’s statutory filings on www.sedar.com. FORWARD LOOKING STATEMENTS This MD&A contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. These forward-looking statements relate to future events or the future performance of the Company. All statements other than statements of historical fact may be forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, or the negative of these terms or other comparable terminology. These forward-looking statements are only predictions. Actual events or results may differ materially. In addition, this MD&A may contain forward-looking statements attributed to third party industry sources. Undue reliance should not be placed on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions and known and unknown risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. Forward-looking statements in this MD&A speak only as of the date of this MD&A. Forward-looking statements in this MD&A include, but are not limited to, statements with respect to: expectations as to future operations of the Company; the Company’s anticipated financial performance; future development and growth prospects; expected general and administrative costs, costs of services and other costs and expenses; expected revenues; ability to meet current and future obligations; completion of the FAA certification process; terms with respect to the acquisition of aircraft; ability to obtain financing on acceptable terms or at all; and the Company’s business model and strategy. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The Company cannot guarantee future results, levels of activity, performance or achievements. Neither the Company nor any other person assumes responsibility for the outcome of the forward-looking statements.


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Many of the risks and other factors are beyond the control of the Company, which could cause results to differ materially from those expressed in the forward-looking statements contained in this MD&A. The risks and other factors include, but are not limited to: the availability of financial resources to fund the Company’s expenditures; competition for, among other things, capital reserves and skilled personnel; protection of intellectual property; the impact of competition and the competitive response to the Company’s business strategy; third party performance of obligations under contractual arrangements; prevailing regulatory, tax and other applicable laws and regulations; stock market volatility and market valuations; uncertainty in global financial markets; the impact of COVID-19 on global economic conditions; the successful negotiation of the sale and leaseback of aircrafts; the completion of the financing necessary to commence airline operations; and the other factors described under the heading “Risk Factors” in this MD&A. These factors should not be considered exhaustive. With respect to forward-looking statements contained in this MD&A, the Company has made assumptions regarding, among other things: the impact of increasing competition; conditions in general economic and financial markets; current technology; cash flow; future exchange rates; timing and amount of capital expenditures; effects of regulation by governmental agencies; future operating costs; and the Company’s ability to obtain financing on acceptable terms. Readers are cautioned that the foregoing list of factors is not exhaustive and that additional information on these and other factors that could affect the Company’s operations or financial results is discussed in this MD&A. The above summary of assumptions and risks related to forward-looking statements is included in this MD&A in order to provide readers with a more complete perspective on the future operations of the Company. Readers are cautioned that this information may not be appropriate for other purposes. The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement. The Company is not under any duty to update or revise any of the forward-looking statements except as expressly required by applicable securities laws. DESCRIPTION OF BUSINESS Global Crossing Airlines Inc. (the “Company” or “Global”) was incorporated under the laws of British Columbia and continued as a Federal corporation pursuant to the Canada Business Corporations Act effective February 28, 2017. Subsequently on June 23, 2020 the Company was continued back into British Columbia as a company existing under the Business Corporations Act (British Columbia). The Company’s principal business activity is the start-up of an aircraft, crew, maintenance, insurance (“ACMI”) and wet lease US charter airline serving the US, Caribbean and Latin American markets. The address of the Company’s registered office is 1055 West Georgia Street, Suite 2400, Vancouver, British Columbia, Canada V6E 3P3. The Company’s shares trade on the TSX Venture Exchange (the “Exchange” or “TSXV”) under the symbol “JET”. During the nine month period ended September 30, 2020, the Company entered into a definitive agreement with Global USA. (“Global USA”), a Delaware corporation, with respect to a business combination of the Company and Global USA (the “Transaction”) and a loan agreement with respect to Global USA providing the Company with a secured bridge loan. The Transaction closed on June 23, 2020. Refer to “Transaction” for additional detail. OUTLOOK Following the completion of the Transaction, the Company is focused on the business of Global USA. Global USA is presently focused on the completion of its FAA certification as a charter airline using the Airbus A320 family of aircraft, building out a fleet of aircraft and hiring additional members to add to its experienced operating team. The Company is targeting operating income in the range of $125,000 and $175,000 per plane per month once operations start in the first quarter of 2021.


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The Company has made great recent progress in achieving its certification and operational goals including:

Hiring Mr. Christian Toro as Vice President of Technical Operations and Director of Maintenance. Mr. Toro comes to the Company with 35 years of experience and following successful tenures at both Southwest Airlines, where he served as Chief Inspector and Allegiant Airlines, where he served as both Chief Inspector and later Vice President of maintenance and Engineering.

Hiring Mr. Mark Salvador as Vice President of Charter Marketing. Mr. Salvador comes to the Company with over 17 years of experience in the travel industry with successful tenures at Carnival Cruise Lines, where he served as Global Head of Business Development for six cruise brands, The Palms Resort in Las Vegas, where he served as VP-Marketing, and Caesars Entertainment, where he was National Director of Marketing.

Hiring Mr. Edgar Green as Head of Information Technology. Mr. Green comes to the Company with over fifteen years of direct low cost airline related IT experience with two major US LCC airlines (Allegiant Airlines and Spirit Airlines).

Appointing Mr. John Quelch, professor and dean of the University of Miami Herbert Business School, to the Company’s Advisory Board.

Signing of an Airport and Terminal Use agreement with Atlantic City International Airport ("ACY") in Egg Harbor Township, New Jersey.

Exploring with the South Jersey Transportation Authority, the owner and operator of ACY, the potential signing of a Land Lease agreement for the development of a new hangar and maintenance facility at ACY.

Signing a letter of intent to acquire by lease one A320-200 aircraft (the "Aircraft 1"). Incorporating specific aircraft data for the Aircraft 1 into the Global USA’s manual set which has now been

submitted to the FAA under Phase 2 of Global USA’s certification. Signing a letter of intent to acquire by lease one A321-200 aircraft (the "Aircraft 2") which will provide

services to Cuba, subject to governmental approvals. Signing a $1 million credit line facility with AEG Fuels ("AEG"), a Miami based supplier of fuel management

and pumping capabilities at over 3000 airports worldwide. AEG has been in fuel services business for over 30 years and works with over 2500 customers worldwide.

The Company announced its intention to spin-out its 100% owned Canada Jetlines Operations Ltd. Subsidiary to an existing shell company and renaming it Canada Jetlines Vacations.

Signing a Joint Venture Agreement with Global Aviation Services, Inc. of Toronto, Ontario, Canada, a leading supplier of aircraft ground and passenger services in both the United States and Canada.

Signing of letter of intent with ST Engineering Aerospace America, Inc. and Elbe Flugzeugwerke for the conversion of five Airbus A321 passenger aircraft to freighter.

Signing of letter of intent with Vallair, the mature aircraft and asset specialist based in Luxembourg, to lease ten converted A321 freighter. This deal represents the most significant transaction to convert A321s to freighter within the cargo industry.

Signing initial agreement with Spirit Airlines (NYSE:SAVE). Spirit will provide on-call and line maintenance for GlobalX in support of the GlobalX fleet of A320 and A321 aircraft.

The Company filed a management information circular pursuant to which the Company proposed to change its jurisdiction of incorporation from the province of British Columbia, Canada to the State of Delaware. The U.S. Domestication is required for the Company to complete its charter licensing process and it will also reflect the Company’s U.S.-business and operations.


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TRANSACTION

On February 5, 2020, the Company entered into a definitive agreement with Global USA with respect to a business combination of the Company and Global USA (the “Transaction”). On June 23, 2020, the Transaction closed and Global USA had taken over the operations of the Company. The terms and conditions of the Transaction include: The share exchange ratio for the Transaction resulted in the issuance of 9,485,257 shares of the Company to

the former shareholders of Global USA. Global USA shareholders of Global USA were also issued an aggregate of 2,357,594 consideration warrants,

with each warrant exercisable for one share of the Company. On closing, Global USA shareholders exercised all of the warrants in exchange for the settlement of $589,400 in Global USA liabilities outstanding as of February 29, 2020.

The Company consolidated its share capital on a 10:1 basis and changed its name to “Global Crossing Airlines Inc.”.

Global USA designated a team of officers, directors and board committee members. Prior to the closing of the Transaction, the Company completed an offering of units for aggregate gross

proceeds of $1,543,600 (the “Offering”). The Company issued 6,174,400 units at a price of $0.25 per unit. Each unit consists of one share and one warrant exercisable for twenty-four (24) months at a price of $0.50 for each share.

In connection with the Transaction, the Company also issued 463,959 shares to settle outstanding debt of approximately $74,233 due to certain creditors at a deemed price of $0.16 per share and a further 48,809 shares to settle CAD$129,355 in debt.

After giving effect the Transaction and Offering, the Company had 27,306,200 shares issued and outstanding.


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REVIEW OF CONSOLIDATED FINANCIAL RESULTS Net loss and comprehensive loss for the period For the three and nine month periods ended September 30, 2020, the Company reported a loss from operations in the amount of $117,454 and $3,777,083 or $0 and $ 0.30 per share, respectively, compared to a loss from continuing operations of $72,638 and $214,336 or $145 and $429 per share, respectively, for the same periods of the prior year. The increase in loss from operations in the amounts of $44,816 and $3,562,747, respectively, is explained by increased corporate and operational activities detailed below. During the three and nine month periods ended September 30, 2020, the Company incurred aircraft launch, licensing and route network related costs in the amounts of $Nil (2019 - $Nil) and $3,321 (2019 - $Nil), respectively, in connection with residual expenditures relating to advancing financing efforts. During the three and nine month periods ended September 30, 2020, the Company incurred compensation expense in the amounts of $57,590 (2019 - $45,000) and $148,418 (2019 - $135,000), respectively. The increase in compensation expense in the amounts of $12,590 and $13,418 incurred during the three and nine month periods ended September 30, 2020, respectively, is attributable to increases in discretionary expenses. During the three and nine month periods ended September 30, 2020, the Company incurred consulting fees in the amounts of $470,403 (2019 - $5,309) and $958,377 (2019 - $12,529), respectively. The increase in consulting fees in the amounts of $465,094 and $945,848 incurred during the three and nine month periods ended September 30, 2020, respectively, is attributable to increases in discretionary expenses. During the three and nine month periods ended September 30, 2020, the Company incurred depreciation expense in the amounts of $44 (2019 $Nil) and $85 (2019 - $Nil), respectively. The increase of $44 and $85 incurred during the three and nine month periods ended September 30, 2020, respectively, is attributable to the acquisition of fixed assets. Finance income for the three and nine month periods ended September 30, 2020 in the amounts of $69 (2019 - $Nil) and $111 (2019 - $Nil) respectively, relates to interest income earned on excess cash on hand and is a function of average cash and cash equivalent balances during the period. The Company recorded a foreign exchange loss for the three and nine month periods ended September 30, 2020 in the amounts of $1,899 (2019 - $Nil) and $15,607 (2019 – $Nil), respectively, with respect to transactions and balances denominated in CAD dollars and the impact of fluctuations in the exchange rate. The Company recorded interest expense for the three and nine month periods ended September 30, 2020 in the amounts of $3,489 (2019 - $Nil) and $6,640 (2019 - $Nil), respectively, with respect to interest accrued on a loan payable. During the three and nine month periods ended September 30, 2020, the Company incurred listing expense in the amounts of $Nil (2019 - $Nil) and $2,888,163 (2019 - $Nil), respectively, incurred as a result of the Transaction. During the three and nine month periods ended September 30, 2020, the Company incurred marketing and investor relations expenses in the amounts of $7,327 (2019 - $651) and $8,977 (2019 - $2,252), respectively, which relates to overall public relations. The increase in marketing and investor relations expenses in the amounts of $6,676 and $6,725 incurred during the three and nine month periods ended September 30, 2020, respectively, is attributable to increases in discretionary expenses. During the three and nine month periods ended September 30, 2020, the Company incurred meals and entertainment expenses in the amounts of $Nil (2019 - $349) and $159 (2019 – $1,759), respectively. The decrease in meals and entertainment expenses in the amounts of $349 and $1,600 incurred during the three and nine month periods ended September 30, 2020, respectively, is attributable to decreases in discretionary expenses. During the three and nine month periods ended September 30, 2020, the Company incurred office and administration expenses in the amounts of $62,300 (2019 – $4,422) and $92,971 (2019 - $15,252), respectively, to support ongoing


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corporate activities. The increase in office and administration expenses in the amounts of $57,878 and $77,719 incurred during the three and nine month periods ended September 30, 2020, respectively, was attributable to increase in discretionary expenses. Professional fees for the three and nine month periods ended September 30, 2020 totaled $79,050 (2019 - $468) and $117,694 (2019 - $949), respectively, and related to accounting, audit, consulting and legal fees related to Corporate matters including the Delaware domestication, trademarks, share transfers, audit fees, etc. During the three and nine month periods ended September 30, 2020, the Company incurred regulatory costs credit in the amounts of $32,502 (2019 - $Nil) and $26,534 (2019 - $Nil), respectively, which included a TSXV filing fee refund of $63,044 offset by transfer agent, listing and filing fees, the cost of Board and shareholder meetings and directors’ fees to non-management board members. During the three and nine month periods ended September 30, 2020, the Company incurred rent expense in the amounts of $13,979 (2019 - $3,977) and $33,087 (2019 - $13,626). The increase in rent expense in the amounts of $10,002 and $19,461 incurred during the three and nine month periods ended September 30, 2020, respectively, is attributable to additional space requirements. The Company recorded share-based payments expense for the three and nine month periods ended September 30, 2020 in the amounts of $172,085 (2019 - $Nil) and $340,704 (2019 – $Nil), respectively, which reflects the fair value of equity-settled awards recognized over the respective vesting periods, including stock options and restricted share units. During the three and nine month periods ended September 30, 2020, the Company incurred travel expenses in the amounts of $8,572 (2019 - $12,462) and $15,838 (2019 – $32,969). The decrease in travel expenses in the amounts of $3,890 and $17,131 incurred during the three and nine month periods ended September 30, 2020, respectively, is attributable to decreases in discretionary expenses. During the three and nine month periods ended September 30, 2020, the Company incurred a gain on the revaluation of warrant of $726,713 (2019 - $Nil) and $726,713 (2019 $Nil) respectively. The revaluation is related to the GEM warrants and was calculated using the Black-Scholes option pricing model. During the three and nine month periods ended September 30, 2020, the Company incurred a gain on the forgiveness of debt of $Nil (2019 - $Nil) and $99,600 (2019 $Nil) respectively. A debt settlement agreement with a third party pursuant to which the Company will issue shares and pay cash to settle accounts payable in the amount. SUMMARY OF QUARTERLY RESULTS The following table summarizes the Company’s financial operations for the last eight quarters. For more detailed information, please refer to the consolidated financial statements.

Description

Q3 September 30,

2020 ($)

Q2 June 30,

2020 ($)

Q1 March 31,

2020 ($)

Q4 December 31,

2019 ($)

Loss and comprehensive loss (117,454) (3,334,192) (325,437) (82,347)Loss per share (0) (1.59) (651) (171)

Description

Q3 September 30,

2019 ($)

Q2 June 30,

2019 ($)

Q1 March 31,

2019 ($)

Q4 December 31,

2018 ($)

Loss and comprehensive loss (72,638) (77,490) (64,208) (51,944)Loss per share (145) (155) (128) (104)


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Historical quarterly results of operations and loss per share data do not necessarily reflect any recurring expenditure patterns or predictable trends. The Company’s loss generally increased up to the quarter ended September 30, 2020 due to increased activities related to the buildout of the airline. The Company expects its quarterly losses will continue due to a resumption of operations associated with the execution of the Global USA business plan. LIQUIDITY AND CAPITAL RESOURCES As at September 30, 2020, the Company had cash and cash equivalents in the amount of $237,701 (December 31, 2019 - $Nil) and a working capital deficit in the amount of $1,491,023 (December 31, 2019 - $399,637). The increase in working capital deficit in the amount of $1,091,386 is explained by operating activities and increases in airline deposits and prepayments during the nine month period ended September 30, 2020. At present, the Company has no current operating income or cash flows. Without additional financing, the Company will be unable to fund general and administrative expenses and working capital requirements for the next 12 months. The Transaction included the Bridge Loan for up to CAD$300,000 to assist with near term working capital requirements, as well as the Offering for gross proceeds of US$1,543,600 to meet expected cash requirements over the next 12 months. Despite the completion of the Transaction and the Offering, the Company will require additional financing to complete the certification process and support its planned operations for the next twelve months. To support its financing requirements, the Company has entered into a share subscription facility (the “GEM Facility”) with GEM Global Yield LLC SCS (“GEM”), a private alternative investment group. The GEM Facility will provide the Company with up to CAD$100 million over a 36-month term following the closing of the Transaction. The initial CAD$100 Million is in the form of a capital commitment that allows the Company to draw down funds during the 36-month term by issuing shares to GEM (or such persons as it may direct) and subject to share lending arrangement(s) being in place. The Company controls the timing and maximum amount of drawdown under this facility and has no minimum drawdown obligation. On July 8, 2020 the TSX Venture Exchange provided approval for the GEM Facility. To date, the Company’s operations have been almost entirely financed from equity financings. In addition to the GEM Facility, the Company will continue to identify financing opportunities in order to provide additional financial flexibility. While the Company has been successful raising the necessary funds in the past, there can be no assurance it can do so in the future. The Company’s cash and cash equivalents are held in in highly liquid accounts and interest bearing investments. No amounts have been or are invested in asset-backed commercial paper. Cash Flows The Company’s cash flows for the nine month periods ended September 30, 2020 and 2019 are summarized in the table below.

September 30, 2020 September 30, 2019 Cash used in operating activities $ (765,567) $ (79,336)Cash used in investing activities (350,882) -Cash provided by financing activities 1,354,150 79,336Change in cash and cash equivalents during the period 237,701 -Cash and cash equivalents, beginning of the period - -Cash and cash equivalents, end of the period $ 237,701 $ -

Operating Activities Cash used in operating activities adjusts loss for the period for non-cash items including, but not limited, to accrued interest, depreciation, share-based payments, and unrealized gains and losses. Cash used in operating activities also reflects changes in working capital items, such as amounts receivable, prepaid expenses and amounts payable, which fluctuate in a manner that does not necessarily reflect predictable patterns for the overall use of cash, the generation of which depends almost entirely on sources of external financing to fund operations.


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Refer to “Review of Consolidated Financial Results” for further details with respect to operating activities for the nine month periods ended September 30, 2020 and 2019. Investing Activities During the nine month period ended September 30, 2020, the Company sold the majority of its assets held for sale for cash proceeds in the amount of $24,639. During the nine month period ended September 30, 2020, the Company paid aircraft security deposits in the amount of $375,000 and purchased equipment in the amount of $521. Financing Activities Financing activities for the nine month period ended September 30, 2020 consist of the following activities:

Repayments on advances from a related party in the amount of $61,110. Proceeds from the issuance of shares in connection with the Transaction in the amount of $1,401,211 and

share issue costs paid of $16,191. Loan advance of the Canada Emergency Business Account (“CEBA”) from the Government of Canada as

part of the COVID-19 relief initiative in the amount of $30,240.

STATEMENT OF FINANCIAL POSITION INFORMATION



Cash and cash equivalents $ 237,701 $ -Receivables 2,381 -Airline deposits 375,000 -Prepaid expenses 333,411 1,620Deposits 5,596 2,654Assets held for sale 287 -Prepaid financing fee Equipment

2,791,355 436

- -

Total Assets $ 3,746,167 $ 4,274 Accounts payable and accrued liabilities $ 1,168,892 $ 238,221Due to related parties 235,027 165,690Commitment fee liability, current portion Warrant liability Commitment fee liability, long-term portion Long-term loan payable

356,927 684,553

1,023,162 30,240

- - - -

Share capital 3,527,691 5Reserves 896,400 -Deficit (4,176,725) (399,642)Total Liabilities and Equity $ 3,746,167 $ 4,274

Assets Cash and cash equivalents increased by $237,701 during the nine month period ended September 30, 2020 as a result of the proceeds from the issuance of shares in connection with the Transaction minus operating costs incurred. Cash flows are detailed in “Liquidity and Capital Resources”. Operating activities are detailed in “Review of Consolidated Financial Results”.


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Receivables increased by $2,381 during the nine month period ended September 30, 2020 which relates to Goods and Services Tax (“GST”) input tax credits received, net of GST paid. Airline deposits increased to $375,000 as a result of deposits being made with Smartlynx Airlines Malta Limited and Magnetic Parts Trading LTD for wet lease deposits. As at September 30, 2020 prepaid expenses increased by $331,791 compared to the balance as at December 31, 2019 which is primarily explained by amounts paid for insurance, $146,217, consulting fees, $150,000 and professional fees of $37,194. As at September 30, 2020 deposits increased by $2,942 which relates to a lease deposit. As at September 30, 2020, the asset held for sale includes a computer equipment with a carrying value of $287. As at September 30, 2020, the Company’s equipment had a net book value of $436 (December 31, 2019 - $Nil). During the nine month period ended September 30, 2020, the Company recorded depreciation expense in the amount of $44. Liabilities During the nine month period ended September 30, 2020, accounts payable and accrued liabilities increased by $930,671 which is explained by the deferred timing of payments to third parties. As at September 30, 2020, the balance due to related parties in the amount of $235,027 (December 31, 2019 - $165,690) relates to services rendered to or expenses incurred on behalf of the Company which were unpaid at period-end. For further details with respect to related party balances and transactions, refer to “Related Party Transactions”. As at September 30, 2020, long-term loan payable consists of an interest-free Canada Emergency Business Account (“CEBA”) loan in the amount of $30,240 to help cover the Company's operating expenses, payroll and other non‑deferrable expenses which are critical to sustain business continuity. The program has been implemented by Bank of Montreal in collaboration with the Government of Canada as part of the COVID-19 relief initiatives. Equity During the nine month period ended September 30, 2020, the share capital balance increased by $3,527,686 and 27,779,414 shares, as a result of the Transaction. Reserves increased by $896,400 during the nine month period ended September 30, 2020 which is explained by the fair value of $0.09 on warrants issued on 6,174,400 units and share based compensation expense recorded of $340,704. Deficit increased in the amount of $3,777,083.


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SHARE CAPITAL The Company’s authorized capital consists of unlimited number of common voting shares without par value and an unlimited number of variable voting shares without par value (collectively, the “Voting Shares”). The common voting shares and variable voting shares rank equally as to dividends on a share-for-share basis, and all dividends declared in any fiscal year shall be declared in equal or equivalent amounts per share on all Voting Shares then outstanding, without preference or distinction. Common Voting Shares A common voting share carries one vote per common voting share. Variable Voting Shares The restrictions imposed by federal law currently require that no more than 24.9% of stock of a U.S. airline be voted, directly or indirectly, by persons who are not U.S. citizens, and that no more than 49.9% of the outstanding stock of a U.S. airline be owned (beneficially or of record) by persons who are not U.S. citizens. Under the Company’s Articles, the variable voting shares carry one vote per variable voting share held, subject to an automatic reduction of the voting rights attached to variable voting shares in the event any of the applicable limits are exceeded. The applicable limit is not more than 25% of the voting rights associated with all shares may be held by non-U.S. citizens. The Company has securities outstanding as follows:

Security Description As at

September 30, 2020 Common voting shares – issued and outstanding 15,672,255Variable voting shares – issued and outstanding 12,107,659Voting Shares issuable on exercise of stock options 1,437,000Voting Shares issuable on exercise of warrants 8,369,080Voting Shares – fully diluted 37,585,994

Share Issuances During the nine month period ended September 30, 2020:

On June 23, 2020, the Company consolidated its common shares, which was approved by the directors of the

Company and was subsequently approved by the TSX Venture Exchange (“TSX-V”). The consolidation resulted in each shareholder of the Company receiving one post-consolidation share for every ten pre-consolidation common shares held. The number of shares, warrants and options and earnings per share data presented in these condensed consolidated interim financial statements have all been adjusted retroactively to reflect the impact of this share consolidation.

The Company issued 6,174,400 units for gross proceeds of $1,543,600 pursuant to a private placement.

The Company issued 2,357,594 shares to settle Global USA liabilities of $589,400 pursuant to the exercise of 2,357,594 share purchase warrants issued upon the completion of the Transaction. The fair value of the share purchase warrants in the amount of $589,400 was credited to share capital.

The Company issued 9,485,257 shares in exchange for pre-RTO shares held by Global USA shareholders.

The exchange ratio was 1 Global USA share for 18,971 shares of the Company.


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The Company issued 342,000 shares pursuant to the exercise of 342,000 RSUs. The fair value of the RSUs in the amount of $54,720 was credited to share capital.

The Company issued 463,959 shares pursuant to the settlement of debt of $74,233 owing to various creditors. The fair value of the settlement of debt in the amount of $74,233 was credited to share capital.

The Company issued 473,714 shares for gross proceeds of $320,059 in accordance with the GEM Facility.

The Company incurred share issue costs in the amount of $16,191 in connection with the issuance of shares. CAPITAL COMMITMENTS GEM Global Yield LLC SCS

The Company previously announced an agreement with GEM Global Yield LLC SCS ("GEM"), the private alternative investment group to provide the Company with up to CAD $100 million over a 36 month term following the closing of the Transaction (the “GEM Facility”). The initial CAD $100 Million is in the form of a capital commitment that allows the Company to draw down funds during the 36-month term by issuing shares to GEM (or such persons as it may direct) and subject to share lending arrangement(s) being in place. The Company controls the timing and maximum amount of drawdown under this facility and has no minimum drawdown obligation. On July 8, 2020 the TSX Venture Exchange provided approval for the GEM Facility. The Company entered into a promissory note to pay GEM Yield Bahamas Limited a fee equal to two percent (2%) of the aggregate purchase price, being CAD $2,000,000. The fee is payable, whether or not any draw down notices have been delivered, as follows: the first 25% of the fee shall be paid within 12 months from the date of the agreement; an additional 25% of the fee shall be paid within 18 months from the date of the agreement and the rest of 50% of the fee shall be paid within 24 months from the date of this agreement. The fee was recorded at its present value at a rate of 5.75%, 5 percent above the base rate of Barclays Bank PLC as per the promissory note, as Prepaid Financing Fee and the promissory note as Commitment Fee Liability in the amount of $1,380,089.

The prepaid financing fee will be reduced on a pro-rated basis as the drawdowns occur and will be recorded in share capital as a share issuance cost. Any remaining balance at the end of the term will be expensed in profit or loss as a financing fee.

On July 10, 2020, pursuant to the terms of the GEM Facility, the Company issued 2,106,290 warrants to GEM exercisable at a price of CAD $0.50 per share until May 4, 2023. The initial fair value of the warrants was recorded as prepaid financing fee in the amount of $1,411,266. The warrants fair value was calculated using the Black-Scholes option pricing model, assuming an expected life of 3 years, a risk-free interest rate of 0.17%, an expected dividend rate of 0.00%, stock price of CAD $0.72 and an expected annual volatility coefficient of 80%. At September 30, 2020, the warrants were revalued and had a fair value, calculated using the Black-Scholes option pricing model, of $684,553. The revaluation of the warrants at September 30, 2020 produced a gain of $726,713. RELATED PARTY TRANSACTIONS Related parties and related party transactions impacting the accompanying condensed interim consolidated financial statements are summarized below and include transactions with the following individuals or entities:

Key management personnel

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of members of the Company’s Board of Directors, corporate officers, including the Company’s Chief Executive Officer, Chief Financial Officer, and Vice Presidents.


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Remuneration attributed to key management personnel for the nine month periods ended September 30, 2020 and 2019 is summarized as follows:


September 30, 2020


September 30, 2019 Short-term benefits (1) $ 114,600 $ 135,000Share-based payments (Note 12) 340,704 - $ 455,304 $ 135,000

(1) Short-term benefits include base salaries and directors’ fees, pursuant to contractual employment or consultancy arrangements, management and consulting fees.

Other Related Party Transactions and Balances As at September 30, 2020, amounts due to related parties include the following:

Key management personnel of the Company - $57,000 (December 31, 2019 - $225,000) in relation to compensation, included in accounts payable and accrued expenses.

The amounts due to related parties are unsecured, non-interest bearing and have no stated terms of repayment. AVi8 Air Capital, LLC is an entity owned by common stockholders. The Company from time to time receives monies from related parties for working capital purposes. These advances are non-interest bearing and have no repayment terms. As of September 30, 2020 and December 31, 2019, the amounts due to AVi8 Air Capital, LLC were $235,027 and $165,690, respectively. GOING CONCERN The accompanying condensed interim consolidated financial statements of the Company have been prepared using International Financial Reporting Standards (“IFRS”) on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The continuing operations of the Company are dependent upon the Company’s ability to continue to raise adequate financing and to commence profitable operations in the future. The Company is evaluating financing its future requirements through a combination of debt, equity and/or other facilities. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms. As at September 30, 2020, the Company had a working capital deficit of $1,491,023 and a deficit of $4,176,725. At present, the Company has no current operating income or cash flows. Without additional financing, the Company will be unable to fund general and administrative expenses and working capital requirements for the next 12 months. These material uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern. During the nine month period ended September 30, 2020, the Company completed a business combination pursuant to which it acquired all of the issued and outstanding shares of Global USA. For financial reporting purposes, the Company is considered a continuation of Global USA, the legal subsidiary, except with regard to authorized and issued share capital which is that of the Company, the legal parent. Refer to “Transaction” for additional detail. During the nine month period ended September 30, 2020, the World Health Organization declared a global pandemic related to the virus known as COVID-19. The expected impacts on global commerce are anticipated to be far reaching. To date there have been significant wide-spread stock market declines and the movement of people and goods has become restricted, affecting the supply, demand and pricing for many products and services. The airline industry is expected to be impacted significantly as many local and regional governments have issued public health orders and travel restrictions in response to COVID-19. As the Company has no material operating income or cash flows, it is reliant on additional financing to fund ongoing operations. An extended disruption may affect the Company’s ability to obtain additional financing. The impact of these factors on the Company is not yet determinable;


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however the Company’s financial position, results of operations and cash flows in future periods may be materially affected. See also “Risk Factors”. CRITICAL ACCOUNTING ESTIMATES The preparation of the accompanying condensed interim consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed interim consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The accompanying condensed interim consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the condensed interim consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Critical Judgments Critical accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments. Going Concern The preparation of the accompanying condensed interim consolidated financial statements requires management to make judgments regarding the going concern of the Company, as discussed in Note 1 of the condensed interim consolidated financial statements. Functional Currency The functional currency is the currency of the primary economic environment in which an entity operates and has been determined for each entity within the Company. The functional currency for the Company and its subsidiaries has been determined to be the United States dollar. Key Sources of Estimation Uncertainty Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to the following: Share-based Payments Estimating fair value for granted stock options and compensatory warrants requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the option or warrant, volatility, dividend yield, and rate of forfeitures and making assumptions about them. Estimating fair value for granted restricted share units requires estimating the number or awards likely to vest on grant and at each reporting date up to the vesting date. The estimated forfeiture rate is adjusted for actual forfeitures in the period. Deferred Tax Assets and Liabilities The estimation of income taxes includes evaluating the recoverability of deferred tax assets and liabilities based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets and liabilities will not be realized. The ultimate realization of deferred tax assets and liabilities is dependent upon the generation of future taxable income. To the extent that management’s assessment of the Company’s ability


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to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets or liabilities, and deferred income tax provisions or recoveries could be affected. Future Reclamation Provision The Company assesses its provision for reclamation related to its historical exploration and evaluation activities at each reporting period or when new material information becomes available. Accounting for reclamation obligations requires management to make estimates of the future costs that will be incurred to complete the reclamation to comply with existing laws and regulations. Actual future costs that will be incurred may differ from those amounts estimated as a result of changes to environmental laws and regulations, timing of future cash flows, changes to future costs, technical advances, and other factors. In addition, the actual work required may prove to be more extensive than estimated because of unexpected geological or other technical factors. The measurement of the present value of the future obligation is dependent on the selection of a suitable discount rate and the estimate of future cash outflows. Changes to either of these estimates may materially affect the present value calculation of the obligation. ACCOUNTING POLICIES The accounting policies followed by the Company are set out in Note 3 to the audited consolidated financial statements for the year ended December 31, 2019 and have been consistently followed in the preparation of the accompanying condensed interim consolidated financial statements. Leases Effective January 1, 2019, the Company adopted IFRS 16, Leases (“IFRS 16”) which replaces IAS 17, Leases ("IAS 17") and its associated interpretative guidance. IFRS 16 introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases but can elect to exclude those with a term of less than 12 months, or those where the underlying asset is of low value. A lessee is required to recognize a right of use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. IFRS 16 substantially carries forward the lessor accounting requirements of IAS 17, while requiring enhanced disclosures to be provided by lessors. Other areas of the lease accounting model have also been impacted, including the definition of a lease. Transitional provisions have been provided. No transitional adjustment was required upon adoption of IFRS 16 on January 1, 2019. Refer to the accompanying condensed interim consolidated financial statements for additional disclosure with respect to IFRS 16. FINANCIAL INSTRUMENTS The Company’s financial instruments are exposed to certain financial risks, as detailed below. Credit risk Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company is subject to credit risk on its cash and cash equivalents and receivables. The Company limits its exposure to credit loss by placing its cash and cash equivalents with major financial institutions. The Company has no investments in asset-backed commercial paper. The Company’s receivables consist mainly of Goods and Services Tax receivable due from the Government of Canada. As a result, the Company does not believe it is exposed to significant credit risk. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through its capital management. See “Outlook”, “Going Concern” and “Liquidity and Capital Resources” for further details.


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Market Risk Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange rates.

(a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The risk that the Company will realize a loss as a result of a decline in the fair value of any short-term investments included in cash and cash equivalents is minimal because these investments generally have a fixed yield rate.

(b) Currency risk

As a result of the Completion of the Transaction present the Company’s expenditures are predominantly in United States dollars. Future equity raised may be in either Canadian or US dollars. At this time, the Company does not have any currency hedges in place for fluctuations in the exchange rate between the Canadian dollar and the US dollar. As at September 30, 2020, a 10% change in the Canadian dollar versus the US dollar would give rise to a gain/loss of approximately $2,500 based on Canadian dollar denominated monetary assets and liabilities.

RISK FACTORS The development and ultimate operation of an United States charter airline involves significant risks and uncertainties, which even a combination of careful evaluation, experience and knowledge may not eliminate. Certain of the more prominent risk factors that may materially affect the Company’s future performance, in addition to those referred to above, are listed hereunder. Ability to Obtain Additional Capital The ability of the Company to execute its build-out strategy and achieve operations will depend on acquiring substantial additional financing through debt financing, equity financing, a strategic corporate transaction or other means. There are no assurances that such financing will be available, or if available, available upon terms acceptable to the Company. Failure to obtain such financing may result in the delay or indefinite postponement of such growth strategy or even impact the ability of the Company to continue as a going concern. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Company. If additional financing is raised by the Company through the issuance of securities from treasury, control of the Company may change and shareholders may suffer dilution. If additional financing is not available, or if available, not available on satisfactory terms, this could result in a material adverse effect or could require the Company to reduce, delay, scale back or eliminate portions of its actual or proposed operations at the applicable time or could prevent the Company from continuing as a going concern. In such circumstance, purchasers could lose their entire investment in the Company. A Localized Epidemic or Global Pandemic A widespread outbreak of influenza or any other similarly communicable illness, occurring in the United States or Canada, or a World Health Organization travel advisory primarily relating to North American cities or regions could affect the Company’s ability to continue full operations and could materially adversely affect customer demand for air travel. The current outbreak of the novel coronavirus (COVID-19) that was first reported from Wuhan, China in December 2019, and any future emergence and spread of similar pathogens could have a material adverse effect on global economic conditions which may adversely impact our business and results of operations and the operations of our suppliers, contractors and service providers, and the demand for our passenger charter flights. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to


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many other countries and infections have been reported globally. The spread of the coronavirus may have a significant adverse impact on our workforce, production levels, and our ability to launch charter operations. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information that may emerge concerning the severity of the coronavirus and the actions taken to contain the coronavirus or treat its impact, among others. The Company and Global USA are not currently operating charter flights and as such the current COVID-19 pandemic does not have an impact on current operations, but it may have a material adverse effect on future operations. Accuracy of Business Model The accuracy of the Company’s business model and the Company’s ability to implement its business model is dependent on a number of inputs and assumptions, including:

• the timing and receipt of all regulatory approvals required or desirable for operations by the Company and their impact upon expectations as to future operations of the Company;

• the expected operations and performance of the Company’s business as compared to the existing operators; • the anticipated competitive response from existing operators as well as potential new market entrants which

may compete with the Company; • impact of governmental regulation on the Company; • future development and growth prospects; • expected operating costs, general administrative costs, costs of services and other costs and expenses; • the anticipated increase in the size of the airline passenger market in North America; • ability to meet current and future obligations; • treatment under governmental regulatory regimes; • projections of market prices and costs; • ability to obtain equipment, services and supplies in a timely manner, including the ability to lease or purchase

aircraft; and • ability to obtain financing on acceptable terms or at all.

Should one or more of these inputs and assumptions not be correct or fail to occur as anticipated then there is a risk that the Company's business model may not be implemented as anticipated and the Company may suffer a material adverse effect. Lack of Operational History The Company in the build-out stage of the airline and as a result, investors are unable to review and consider any operational history to evaluate future viability or profitability. The Company will be subject to the risks, difficulties and uncertainties associated with a start-up airline. The Company’s future performance will depend upon a number of factors, including its ability to: maintain the safety and security of operations; capitalize on its business strategy; implement its growth strategy; provide the intended products and services at the prices anticipated; maintain adequate control of expenses; attract, retain and motivate qualified personnel; react to customer and market demands; and ability to generate operating revenue. Regulatory Approvals Required While Global has been advised by the FAA that it has satisfied Phase 1 of the certification process, Global has not yet received its Operating Certificate. In order to receive its Operating Certificate, the Company must satisfy all five Phases of the certification process. In order to meet these requirements, the Company will need to raise additional financing. There is no guarantee that the Company will raise sufficient financing and accordingly there is no guarantee that the Company will receive an Operating Certificate in accordance with its business plan.


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Access to Aircraft and Capital Requirements In order to operate in accordance with its business plan, the Company will need to acquire or lease aircraft. It is intended that the Company will enter into leasing arrangements for several aircraft initially and additional aircraft subsequently. While the Company does not anticipate any difficulties in entering into satisfactory leasing arrangements, there is no guarantee that the Company will be able to enter into leases for aircraft on terms satisfactory to it, or at all. The terms of the Company's leasing arrangements will impact upon the potential profitability of the Company's business. In the event that the Company is unable to acquire or lease aircraft on satisfactory terms, the Company will be unable to operate in accordance with its business plan. The Company's ability to pay any fixed costs associated with aircraft lease or purchase contractual obligations will depend on the Company's operating performance, cash flow, its ability to secure adequate financing, whether fuel prices continue at current price levels and/or further increase or decrease, further weakening or improving in the United States economy, as well as general economic and political conditions and other factors that are, to some extent, beyond the Company's control. Price and Availability of Fuel The Company will be dependent on fuel to operate its business, and therefore, will be exposed to the risk of volatile fuel prices. Fuel prices are impacted by a host of factors outside of the Company's control, such as significant weather events, market speculation, geopolitical tensions, refinery capacity, government taxes and levies, and global demand and supply. The Company's fuel costs are expected to make up one of the largest anticipated expenses of the Company. A significant change in the price of fuel would materially affect the Company's projected operating results and growth strategy. A fuel supply shortage or significantly higher fuel prices could result in a curtailment of the Company's planned scheduled service. There can be no assurance that increases in the price of fuel can be off-set by fuel surcharges. The Company does not plan to implement a fuel hedging program, although it may do so in the future. There can be no assurance that any fuel hedging program implemented by the Company will be sufficient to protect it against increases in the price of fuel due to inadequate fuel supplies or otherwise. Hedging programs also have inherent risks, including counterparty failure risk, which may deprive the Company of the benefit of "in the money" hedges and the financial exposure to post security for "out of the money" hedges. The Company may be a party to litigation in the normal course of business or otherwise, which could affect its financial position and liquidity From time to time, the Company is a party to or otherwise involved in legal proceedings, claims and government inspections or investigations and other legal matters, both inside and outside Canada, arising in the ordinary course of our business or otherwise. The Company is currently involved in legal proceedings and claims that have not yet been fully resolved, and additional claims may arise in the future. Legal proceedings can be complex and take many months, or even years, to reach resolution, with the final outcome depending on a number of variables, some of which are not within our control. Litigation is subject to significant uncertainty and may be expensive, time-consuming, and disruptive to our operations. Although the Company will vigorously defend ourselves in such legal proceedings, their ultimate resolution and potential financial and other impacts on us are uncertain. For these and other reasons, the Company may choose to settle legal proceedings and claims, regardless of their actual merit. If a legal proceeding is resolved against the Company, it could result in significant compensatory damages, and in certain circumstances punitive or trebled damages, disgorgement of revenue or profits, remedial corporate measures or injunctive relief imposed on us. If our existing insurance does not cover the amount or types of damages awarded, or if other resolution or actions taken as a result of the legal proceeding were to restrain the Company’s ability to operate or market our services, our consolidated financial position, results of operations or cash flows could be materially adversely affected. In addition, legal proceedings, and any adverse resolution thereof, can result in adverse publicity and damage to the Company’s reputation, which could adversely impact its business.


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General economic conditions may adversely affect the Company's growth, future profitability, ability to finance and operations Global financial conditions continue to be characterized as volatile. In recent years, global markets have been adversely impacted by various credit crises and significant fluctuations in metals prices and fuel and energy costs. Many industries have been impacted by these market conditions. Global financial conditions remain subject to sudden and rapid destabilizations in response to future events. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to consumer spending, employment rates, business conditions, inflation, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Company’s growth and profitability. Future crises may be precipitated by any number of causes, including natural disasters, geopolitical instability, changes to energy prices or sovereign defaults. If increased levels of volatility continue or in the event of a rapid destabilization of global economic conditions, it may result in a material adverse effect on investor confidence and general financial market liquidity, all of which may adversely affect our business and the market price of our securities. In addition, the current outbreak of the novel coronavirus (COVID-19) that was first reported from Wuhan, China in December 2019, and any future emergence and spread of similar pathogens could have a material adverse effect on global economic conditions which may adversely impact our business and results of operations and the operations of our suppliers, contractors and service providers, and the demand for domestic and international travel. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to many other countries and infections have been reported globally. The extent to which the novel coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information that may emerge concerning the severity of the novel coronavirus and the actions taken to contain the novel coronavirus or treat its impact, among others. Moreover, the actual and threatened spread of the novel coronavirus globally could also have a material adverse effect on the regional economies in which we plan to operate, could continue to negatively impact stock markets, including the trading price of our shares, could adversely impact our ability to raise capital, could cause continued interest rate volatility and movements that could make obtaining financing more challenging or more expensive. Any of these developments, and others, could have a material adverse effect on our business and results of operations. The Company has a history of losses and expects to incur losses for the foreseeable future The Company has incurred losses since its inception and expects to incur losses for the foreseeable future. The Company expects to continue to incur losses unless and until such time as airline operations commence and generate sufficient revenues to fund continuing operations. The development of the Company’s airline operations will require the commitment of substantial financial resources. The amount and timing of expenditures will depend on a number of factors, including the progress of the licensing process, the results of consultant analysis and recommendations, the rate at which operating losses are incurred, and the execution of agreements with strategic partners and service providers. Some of these factors are beyond the Company’s control. There can be no assurance that the Company will ever launch airline operations or achieve profitability. The Company’s securities are subject to price volatility In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations that have not been necessarily related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that fluctuations in the Company’s share price will not occur. It may be anticipated that any quoted market for our common shares will be subject to market trends generally, notwithstanding any potential success in creating revenues, cash flows or earnings. The value of the Company’s common shares will be affected by such volatility. COMMITMENTS The Company has signed letters of intent with Vallair, Magnetic Parts Trading Ltd. and DAE for the lease of various aircrafts.


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OFF BALANCE SHEET ARRANGEMENTS The Company has not entered into any off balance sheet financing arrangements. INTERNAL CONTROLS OVER FINANCIAL REPORTING As permitted, the Chief Executive Officer and Chief Financial Officer of the Company will file a Venture Issuer Basic Certificate with respect to the financial information contained in the condensed interim consolidated financial statements and corresponding accompanying Management’s Discussion and Analysis. In contrast to the certificates under National Instrument 52-109 (Certification of Disclosure in an Issuer’s Annual and Interim Filings), the Venture Issuer Basic Certification does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting as defined by National Instrument 52-109. SUBSEQUENT EVENTS The following events occurred subsequent to the nine month period ended September 30, 2020:

On October 20, 2020, the Company signed a letter of intent with Vallair, the mature aircraft and asset

specialist based in Luxembourg, to lease ten converted A321 freighter. This deal represents the most significant transaction to convert A321s to freighter within the cargo industry.

On October 20, 2020, the Company confirmed that 830,000 warrants had been recently exercised by

shareholders for gross proceeds of Cdn$415,000. This included an exercise of 50,000 warrants by Ed Wegel, Chair and CEO of the Company.

On October 27, 2020, the Company signed an initial agreement with Spirit Airlines (NYSE:SAVE). Spirit will provide on-call and line maintenance for GlobalX in support of the GlobalX fleet of A320 and A321 aircraft.

On October 28, 2020, the Company filed a management information circular pursuant to which the

Company proposed to change its jurisdiction of incorporation from the province of British Columbia, Canada to the State of Delaware. The U.S. Domestication is required for the Company to complete its charter licensing process and it will also reflect the Company’s U.S.-business and operations.

On October 28, 2020, the Company granted a total of 560,000 RSUs to certain directors, officers, employees and consultants of the Company.

On November 25, 2020, the Company issued 138,000 shares for gross proceeds of CAD$116,499.60 in accordance with the GEM Facility.

ADDITIONAL INFORMATION Additional information relating to the Company is on SEDAR at www.sedar.com. APPROVAL The Board of Directors of the Company has approved the disclosures contained in this MD&A.

Income Statement, Global Airways Certification Certification Certification Certification Certification Certification Charter Charter Charter Charter Charter Charter Charter Charter Charter

4 5 6 7 8 9 10 11 12 13 14 15 16 17 18Mar‐21 <‐‐ Revenue Start 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2021 2021 2021Detailed <‐‐ Line Maintenance Scenario 1Q 1Q 1Q 2Q 2Q 2Q 3Q 3Q 3Q 4Q 4Q 4Q 1Q 1Q 1Q

1 2 3 4 5 6 7 8 9 10 11 12 1 2 3COMMENTARY Jan‐20 Feb‐20 Mar‐20 Apr‐20 May‐20 Jun‐20 Jul‐20 Aug‐20 Sep‐20 Oct‐20 Nov‐20 Dec‐20 Jan‐21 Feb‐21 Mar‐21

REVENUEACMI ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐

REVENUE, TOTAL ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐

COST OF SALESFuel 12,976 6,488 97,320 32,440 64,880 25,952 25,952 12,976 12,976 12,976 84,344 64,880 12,976 6,488 97,320Salaries & Benefits, Crew ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ 64,250 76,750 89,250Crew Costs, Flight Ops ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ 8,100 3,600 3,600Training Costs ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ 29,167 26,333 31,333Aircraft Rent ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ 60,000Maintenance ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ 34,909 34,909 68,748Airport ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐

Insurance ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ 38,000 38,000 38,000COST OF SALES, TOTAL 12,976 6,488 97,320 32,440 64,880 25,952 25,952 12,976 12,976 12,976 84,344 64,880 187,401 186,080 388,252GROSS MARGIN (12,976) (6,488) (97,320) (32,440) (64,880) (25,952) (25,952) (12,976) (12,976) (12,976) (84,344) (64,880) (187,401) (186,080) (388,252)

SG&ASalaries & Benefits, Non‐Crew 60,000 60,000 60,000 100,000 100,000 115,000 115,000 115,000 115,000 115,000 115,000 151,875 151,875 151,875 151,875Office Expenses 11,000 11,000 11,000 9,300 9,300 8,275 8,275 43,275 63,275 43,275 43,275 11,425 8,425 8,425 8,425Other Expenses 30,000 30,000 30,000 39,000 17,000 72,998 97,000 75,000 50,000 72,000 53,500 55,000 127,000 105,000 80,000Listing Expense ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ 2,888,163 ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐

SG&A, TOTAL 101,000 101,000 101,000 148,300 126,300 3,084,436 220,275 233,275 228,275 230,275 211,775 218,300 287,300 265,300 240,300COS and SG&A, TOTAL 113,976 107,488 198,320 180,740 191,180 3,110,388 246,227 246,251 241,251 243,251 296,119 283,180 474,701 451,380 628,552

DEPRECIATION & AMORTIZATIOND&A, TOTAL ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ 10 10 10 10 1,677 3,344 5,010 5,705 6,399 7,094EBIT (113,976) (107,488) (198,320) (180,740) (191,180) (3,110,398) (246,237) (246,261) (241,261) (244,928) (299,463) (288,190) (480,406) (457,779) (635,645)

TAX EXPENSETax Expense 25% ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐ ‐‐

NET INCOME/LOSS (113,976) (107,488) (198,320) (180,740) (191,180) (3,110,398) (246,237) (246,261) (241,261) (244,928) (299,463) (288,190) (480,406) (457,779) (635,645)

GLOBAL CROSSING

AIRLINES

EXHIBIT 17

(4 pages)

Global Airlines Group, Inc. Charter Operations KEY ASSUMPTIONS BASE Miami (MIA)

Funding New Investors (common) May 1, 2020 $1,500,000 GEM Facility Aug – Dec $750,000 Warrants October $514,000 Private Placement January 2021 $4,000,000 GEM Facility Feb- March $3,000,000

Start Up Period October 1, 2019 Revenue Operations April 1, 2021

Aircraft Assumptions Aircraft A 320 Seating Configuration 168 Monthly Lease Rate:

Plane 1: $80,000 Plane 2: $80,000

Aircraft Intake Aircraft 1 December 30, 2020

Operational Assumptions Monthly Revenue Flying 100 hours per aircraft Monthly non-revenue flying 10 hours per aircraft Average Trip length 1,100 statute miles Average Block time 3 hours per trip

Revenue Assumptions ACMI Block Hour Charge Rate

Cost Assumptions Start up costs As shown on Start Up Page Aircraft Monthly Lease Rate $80,000 per aircraft Cockpit Crew $ per block hour Cabin Crew $ per block hour Maintenance $1,000 per block hour Insurance – Hull $175 per block hour Insurance – Liability $225 per block hour Fuel Consumption 800 gallons per block hour Fuel Cost $1.75 per gallon Landing – Airport Fees $1,000 per flight Positioning Flights per block hour $3,400 Corporate Overhead $250,000 /mo + $25k for each addt aircraft after 2

(Expressed in US Dollars)

March 31, 2022

Cash and cash equivalents 2,000,000$ Receivables 1,500,000 Airline deposits 1,055,000 Prepayments 1,620 Deposits 2,654 Assets held for sale -

TOTAL CURRENT ASSETS 4,559,274

PREPAID FINANCING FEE 2,174,930 EQUIPMENT 396 AIRCRAFTS 5,249,586

TOTAL ASSETS 11,984,186$

Accounts payable and accrued expenses 1,476,817 Due to related party 232,027 Capital leases - current portion 1,330,354

TOTAL CURRENT LIABILITIES 3,039,198

COMMITMENT FEE LIABILITY 1,075,319 WARRANT LIABILITY 884,616 OTHER LIABILITIES 100,000 CAPITAL LEASES 3,919,232 LONG-TERM LOAN PAYABLE 31,416 SHARE COMMITMENT LIABILITY 540,197

TOTAL LIABILITIES 9,589,978

Share capital 9,202,057Reserves 1,134,975 Deficit (7,942,824)

TOTAL SHAREHOLDERS' EQUITY (DEFICIT) 2,394,208

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT 11,984,186$

ASSETS

CURRENT ASSETS

LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES

SHAREHOLDERS' EQUITY (DEFICIT)

GLOBAL CROSSING AIRLINES GROUP, INC.CONDENSED INTERIM CONSOLIDATED STATEMENTS OF AS OF(UNAUDITED) (ESTIMATED)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

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CERTIFICATE OF SERVICE I hereby certify that I have, this fifteenth day of January, 2021 caused the attached Supplement of Global Crossing Airlines, Inc. to Application for a Certificate of Public Convenience and Necessity to be served by electronic mail on the following persons:

[email protected] [email protected]

John R. Mietus, Jr.