Common use of FORM OF ELECTION TO EXERCISE Clause in Contracts

FORM OF ELECTION TO EXERCISE. (To be exercised by the registered holder if such holder desires to exercise the Rights Certificate.) TO: The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of: (Name) (Address) (City and Province) Social Insurance Number or other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Name) (Address) (City and Province) Social Insurance Number or other taxpayer identification number. Dated: Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a member firm of a recognized stock exchange in Canada, or a commercial bank or trust company having an office or correspondent in Canada. ……………………………………………………………………………………………………… (To be completed if true.) The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Agreement. Signature ……………………………………………………………………………………………………… (To be attached to each Rights Certificate.)

FORM OF ELECTION TO EXERCISE. (To be exercised by the registered holder if such holder desires to exercise the Rights Certificate.) TO: _____________________________ The undersigned hereby irrevocably elects to exercise ____________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of: (Name) (Address) (City and Province) Social Insurance Number or other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Name) (Address) (City and Province) Social Insurance Number or other taxpayer identification number. Dated: Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a member firm of a recognized stock exchange in Canada, or a commercial bank or trust company having an office or correspondent in Canada. ………………………………………………………………………………………………………..............................................................................................................................................................................…… (To be completed if true.) The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Agreement. Signature …………………………………………………………………………………………………………… (To be attached to each Rights Certificate.)..............................................................................................................................................................................

FORM OF ELECTION TO EXERCISE. (To be exercised executed by the registered holder if such holder desires to exercise the Rights Certificate.) TO: The undersigned hereby irrevocably elects to exercise _____________________whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of: (Name) (Address) (City and Province) Social Insurance Number or other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Name) (Address) (City and Province) Social Insurance Number or other taxpayer identification number. Dated: Signature Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a member firm of a recognized stock exchange in Canada, a registered national securities exchange in the United States, a member of the Investment Dealers Association of Canada or National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in CanadaCanada or the United States. …………………………………………………………………………………………………………… (To be completed if true.) ...…. The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereofany of the foregoing. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Agreement. Signature …………………………………………………………………………………………………………… (To be attached to each Rights Certificate...….)

FORM OF ELECTION TO EXERCISE. (To be exercised executed by the registered holder if such holder desires to exercise the Rights Certificate.) TO: _____________________ The undersigned hereby irrevocably elects to exercise ______________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of: _______________________________________________________________ (Name) _______________________________________________________________ (Address) _______________________________________________________________ (City and Province) _______________________________________________________________ Social Insurance Number or other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: _______________________________________________________________ (Name) _______________________________________________________________ (Address) _______________________________________________________________ (City and Province) _______________________________________________________________ Social Insurance Number or other taxpayer identification number. Dated: ________________________ _____________________________________ Signature _____________________________________ (Please print name of Signatory) Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a Canadian chartered bank or trust company, a member firm of a recognized stock exchange in Canada, a member of a registered national securities exchange in the United States, a member of the Investment Dealers Association of Canada or National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in Canada. ……………………………………………………………………………………………………… Canada or the United States or a member of the Securities Transfer Association Medallion (Stamp) Program CERTIFICATE (To be completed if true.) The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereofany of the foregoing. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Agreement. _____________________________________ Signature ……………………………………………………………………………………………………… _____________________________________ (To be attached to each Rights Certificate.Please print name of Signatory)

FORM OF ELECTION TO EXERCISE. (To be exercised by the registered holder if such holder desires to exercise the Rights Certificate.) TO: CAE INC. The undersigned hereby irrevocably elects to exercise ________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities Shares be issued in the name ofto: ____________________________ (NameNAME) ____________________________ (AddressADDRESS) ____________________________ (City and ProvinceCITY AND STATE OR PROVINCE) Social Insurance Number or other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ____________________________ (NameNAME) ____________________________ (AddressADDRESS) ____________________________ (City and ProvinceCITY AND STATE OR PROVINCE) Social Insurance Number or other taxpayer identification number. Dated: __________________________________________________________ SOCIAL INSURANCE, SOCIAL SECURITY OR OTHER TAXPAYER NUMBER Dated ___________________ Signature Guaranteed: Guaranteed ________________________________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a Canadian chartered bank, a Canadian trust company or a member firm of a recognized stock exchange in Canada, or a commercial bank or trust company having an office or correspondent in Canadamember of the Securities Transfer Association Medallion Program (Stamp). ……………………………………………………………………………………………………… (To be completed if true.) TO BE COMPLETED IF TRUE The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or a any Person acting jointly or in concert consent with an Acquiring Person any of the foregoing or an any Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto of such Person (as defined in the Shareholder Rights Agreement). __________________________________ Signature ……………………………………………………………………………………………………… ASSIGNMENT OF AGENCIES AGREEMENT THIS AGREEMENT made as of the 15th day of January, 2001 BETWEEN: CAE INC., a company incorporated under the laws of C.B.C.A (To be attached to each Rights Certificate.)hereinafter called the "Company") PARTY OF THE FIRST PART AND: MONTREAL TRUST COMPANY, a trust company existing under the laws of Canada PARTY OF THE SECOND PART AND: MONTREAL TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada (Montreal Trust Company and Montreal Trust Company of Canada being hereinafter referred to, either individually or collectively as the context may require, as "Montreal Trust") PARTY OF THE THIRD PART AND: COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada with an office in the City of Toronto, in the Province of Ontario (hereinafter called "Computershare") PARTY OF THE FOURTH PART

FORM OF ELECTION TO EXERCISE. (To be exercised by the registered holder if such holder desires to exercise the Rights Certificate.) TO: _____________________________ The undersigned hereby irrevocably elects to exercise ____________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of: (Name) (Address) (City and Province) Social Insurance Number or other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Name) (Address) (City and Province) Social Insurance Number or other taxpayer identification number. Dated: Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a member firm of a recognized stock exchange in Canada, or a commercial bank or trust company having an office or correspondent in Canada. - 2 - ……………………………………………………………………………………………………… (To be completed if true.) The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Agreement. Signature ……………………………………………………………………………………………………… (To be attached to each Rights Certificate.)

FORM OF ELECTION TO EXERCISE. (To be exercised by the registered holder if such holder desires to exercise the Rights Certificate.) TO: __________________________________ The undersigned hereby irrevocably elects to exercise _______________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of: ____________________________________ (Name) ____________________________________ (Address) ____________________________________ (City and Province) _________________________________________________________________ Social Insurance Number or other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ____________________________________ (Name) ____________________________________ (Address) ____________________________________ (City and Province) _________________________________________________________________ Social Insurance Number or other taxpayer identification number. Dated: ______________________________ Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a Canadian chartered bank, a Canadian trust company, a member firm of a recognized stock exchange in Canada, or a commercial bank or trust company having an office or correspondent in Canadamember of the Securities Transfer Association Medallion (STAMP) Program. ……………………………………………………………………………………………………… CERTIFICATE (To be completed if true.) The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Agreement. Signature ……………………………………………………………………………………………………… (To be attached to each Rights Certificate.)

FORM OF ELECTION TO EXERCISE. (To be exercised by the registered holder if such holder desires to exercise the Rights Certificate.) TO: _____________________________ The undersigned hereby irrevocably elects to exercise ____________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of: (Name) (Address) (City and Province) Social Insurance Number or other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Name) (Address) (City and Province) Social Insurance Number or other taxpayer identification number. Dated: Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a member firm of a recognized stock exchange in Canada, or a commercial bank or trust company having an office or correspondent in Canada. ……………………………………………………………………………………………………… (To be completed if true.) The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Agreement. Signature ……………………………………………………………………………………………………… (To be attached to each Rights Certificate.)