SUBSCRIPTION AGREEMENT – common shares and Preferred SharesSubscription Agreement • December 20th, 2024 • New Horizon Aircraft Ltd. • Aircraft
Canso Investment Counsel Ltd., in its capacity as portfolio manager acting for and on behalf of certain accounts managed by it (the “Purchaser”), hereby subscribes for and agrees to purchase a total of [●] Class A ordinary shares of the Issuer (the “Subscribed Common Shares” and each Class A ordinary share in the authorized share structure of the Issuer, a “Common Share”) at a price of US$0.36 per share, and [●] preferred shares of the Issuer (the “Subscribed Preferred Shares” and each preferred share, once created, a “Preferred Share” and collectively with the Subscribed Common Shares, the “Subscribed Shares”) at a price of US$1,000 per share, subject to the terms and conditions set out in the Schedules hereto. This agreement, which for greater certainty includes and incorporates the attached Schedules, is referred to herein as the “Agreement”. The purchase price for the Subscribed Shares shall be paid in Canadian dollars based on a fixed exchange rate of CAD$1.40 for each US$1.00.
