Exhibit 10.6 


 


FINAL FORM OF


 


TRUST AGREEMENT


 


creating


 


[NEW TRANSIT] TRUST


 


Made as of [●], 20[●]


 






     


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TABLE
OF CONTENTS


 


	 	Page 
	 	 
	Article One
    INTERPRETATION	1
	 	 	 
	Section 1.01	Definitions	1
	Section 1.02	Rules of Construction	3
	Section 1.03	Governing Law	4
	Section 1.04	References to Acts
    of the Trust	4
	 	 	 
	Article Two
    ESTABLISHMENT AND ACTIVITIES OF THE TRUST	4
	 	 	 
	Section 2.01	Establishment of Trust	4
	Section 2.02	Activities of the Trust	5
	 	 	 
	Article Three
    CHARACTERISTICS OF THE TRUST	6
	 	 	 
	Section 3.01	Name and Head Office	6
	Section 3.02	Nature and Object of
    the Trust	6
	Section 3.03	Representations and
    Covenants	6
	 	 	 
	Article Four
    RIGHTS AND POWERS OF TRUSTEE	7
	 	 	 
	Section 4.01	General Powers	7
	Section 4.02	Legal Title and Custody	7
	Section 4.03	Possession, Use and
    Disposition of Assets	7
	Section 4.04	Taxes	7
	Section 4.05	Collection	8
	Section 4.06	Expenses and Compensation
    of Trustee	8
	Section 4.07	Allocation	9
	Section 4.08	Fiscal Year and Form of
    Accounts	9
	Section 4.09	Power to Contract	9
	Section 4.10	Further Powers	10
	Section 4.11	Auditors	10
	Section 4.12	Power of Attorney	11
	Section 4.13	Defect in Appointment	11
	 	 	 
	Article Five
    REPLACEMENT OF TRUSTEE	11
	 	 	 
	Section 5.01	Resignation or Removal
    of Trustee; Conflict of Interest	11



 






     


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	Article Six
    LIABILITY OF TRUSTEE	13
	 	 	 
	Section 6.01	Standard of Care	13
	Section 6.02	Limitation of Liability of Trustee	13
	Section 6.03	Indemnification of Trustee	14
	Section 6.04	Reliance upon Directions
    and Advice	15
	Section 6.05	Limitation of Liability of Beneficiaries	15
	Section 6.06	Interest of Beneficiaries
    in Trust Property	15
	Section 6.07	Provisions Regarding
    Liability	16
	Section 6.08	Protection of Trustee	16
	 	 	 
	Article Seven
    RECORDS AND NOTICE	17
	 	 	 
	Section 7.01	Records to be Kept	17
	Section 7.02	Method of Keeping Records	17
	Section 7.03	Notice	17
	 	 	 
	Article Eight
    AMENDMENT	18
	 	 	 
	Section 8.01	Amendment	18
	Section 8.02	Automatic Amendment	18
	Section 8.03	Supplemental Trust
    Agreement	18
	 	 	 
	Article Nine
    DISTRIBUTION OF TRUST PROPERTY AND TERMINATION OF TRUST ACTIVITIES	18
	 	 	 
	Section 9.01	Termination of Trust
    Activities	18
	Section 9.02	Termination of Trust
    and Distribution of Trust Property	19
	Section 9.03	Counterparts	19




 









     


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TRUST AGREEMENT


 


THIS AGREEMENT made as of the [●]
day of [●], 20[●],


 


BETWEEN:


 


[●], of [●], Ontario


 


(hereinafter referred to as the “Settlor”)


 


-and-


 


TSX Trust Company,

a trust company existing under the laws of Canada


 


(hereinafter referred to as the “Trustee”),


 


WHEREAS the Settlor wishes to establish
an irrevocable trust to be known as the [New Transit] Trust (the “Trust”) for the benefit of the Beneficiaries
to, inter alia acquire and hold the Special Voting Shares and the Golden Share (each as hereinafter defined), and has transferred
the sum of FIVE THOUSAND ONE HUNDRED [CANADIAN] DOLLARS ([CA]$5,100) to the Trustee to be held by the Trustee and
with and subject to the powers and provisions provided in this Agreement;


 


NOW THEREFORE in consideration of
the premises and of the mutual covenants and agreements herein contained, the parties agree as follows:


 


Article One

INTERPRETATION


 


Section 1.01         Definitions


 


(1)           In
this Agreement, the following terms will have the following meanings:


 


“Annual Net Income of the Trust”
means, for any taxation year, the income of the Trust for such year computed in accordance with the provisions of the ITA other
than paragraph 82(1)(b) and subsection 104(6) of the ITA regarding the calculation of income for the purposes of determining
the “taxable income” of the Trust;


 


“Beneficiaries” means
any one or more charities as the Trustee may at any time and from time to time, subject to Section 4.09(1)(b), select in
writing to be the recipient or recipients of the Trust Property, or any part or parts thereof, including, for greater certainty,
the Annual Net Income of the Trust pursuant to Article Nine, and any successor of any such charity, which the initial Beneficiaries
shall be [●]; provided that at all times each such charity or successor is (i) a “registered charity” designated
as a “charitable organization” or “public foundation” for purposes of the ITA, (ii) is incorporated
under the laws of Canada or a Province thereof and is not a trust, (iii) is not controlled by a non-resident person or group
of non-resident persons for the purposes of ITA and (iv) in conjunction with the distribution of the Remaining Property,
has not given notice that it will decline to accept a payment;


 






     


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“Business Day” means
any day other than a Saturday, Sunday, a day on which banking institutions in the City of Montréal are authorized or required
by law to be closed or a day on which the New York Stock Exchange, the NASDAQ Stock Market or the Toronto Stock Exchange is closed
for trading;


 


“Class A Special Voting Share”
means a Class A special voting share in the capital of New Transit;


 


“Class B Special Voting Share”
means a Class B special voting share in the capital of New Transit;


 


“Class C Special Voting Share”
means a Class C special voting share in the capital of New Transit;


 


“default” has the meaning
set out in Section 6.08(4).


 


“Exchangeable Units”
means exchangeable limited partnership units of the Partnership;


 


“Golden Share” means
the special variable voting share in the capital of New Transit;


 


“ITA” means the Income
Tax Act (Canada) and the regulations thereunder, both as amended, restated or re-enacted from time to time;


 


“LPA” means the amended
and restated limited partnership agreement dated [●], 20[●], as may be amended from time to time, in respect of the
Partnership;


 


“New Transit” means
Telesat Corporation, a corporation incorporated under the laws of the Province of British Columbia;


 


“Officer’s Certificate”
means a certificate signed by any officer or director of New Transit;


 


“Partnership” means
Telesat Partnership LP, a limited partnership formed under the laws of the Province of Ontario;


 


“Person” means any individual,
partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation or other entity with or
without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative,
regulatory body or agency, government or governmental agency, authority or entity however designated or constituted;


 


“Remaining Property”
means all of the property of the Trust other than the Special Voting Shares and the Golden Share;


 


“Settlor” has the meaning
set out in the preamble;


 






     


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“Special Voting Shares”
means, together, the Class A Special Voting Share, the Class B Special Voting Share and the Class C Special Voting
Share;


 


“this Agreement”, “Trust
Agreement”, “herein”, “hereof”, “hereto”, “hereunder”
and similar expressions refer to this Trust Agreement, as the same may be amended, supplemented, modified, restated or replaced
from time to time, and not to any particular Article, Section, paragraph, subparagraph or clause hereof;


 


“Trust” has the meaning
set out in the recitals;


 


“Trust Activities” means
the activities of the Trust described in Section 2.02;


 


“Trust Property” means,
together, the Special Voting Shares, the Golden Share and the Remaining Property;


 


“Trustee” has the meaning
set out in the preamble; and


 


“Voting Agreement” means
the Voting Agreement to be entered into between the Trust, the Trustee, New Transit and the Partnership on the date hereof.


 


Section 1.02          Rules of
Construction


 


Except as may be otherwise specifically
provided in this Agreement and unless the context otherwise requires, in this Agreement:


 


		(a)	the terms “Agreement”, “this Agreement”,
                                         “the Agreement”, “hereto”, “hereof”, “herein”,
                                         “hereby”, “hereunder” and similar expressions refer to this Agreement
                                         in its entirety and not to any particular provision hereof;



 


		(b)	references to an “Article” or “Section”
                                         followed by a number or letter refer to the specified Article or Section of
                                         this Agreement;



 


		(c)	the division of this Agreement into articles and sections
                                         and the insertion of headings are for convenience of reference only and shall not affect
                                         the construction or interpretation of this Agreement;



 


		(d)	words importing the singular number only shall include the
                                         plural and vice versa and words importing the use of any gender shall include all genders;



 


		(e)	the word “including” is deemed to mean “including
                                         without limitation”;



 


		(f)	the terms “party” and “the parties”
                                         refer to a party or the parties to this Agreement;



 


		(g)	any reference to this Agreement, the Voting Agreement or
                                         the LPA means this Agreement, the Voting Agreement or the LPA, as the case may be, as
                                         amended, modified, replaced or supplemented from time to time;



 


		(h)	any reference to a statute, regulation or rule shall
                                         be construed to be a reference thereto as the same may from time to time be amended,
                                         re-enacted or replaced, and any reference to a statute shall include any regulations
                                         or rules made thereunder;



 






     


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		(i)	any time period within which a payment is to be made or any
                                         other action is to be taken hereunder shall be calculated excluding the day on which
                                         the period commences and including the day on which the period ends;



 


		(j)	whenever any payment shall be due, any period of time shall
                                         begin or end, any calculation is to be made or any other action is to be taken on, or
                                         as of, or from a period ending on, a day other than a Business Day, such payment shall
                                         be made, such period of time shall begin or end, such calculation shall be made and such
                                         other actions shall be taken, as the case may be, on, or as of, or from a period beginning
                                         on or ending on, the next succeeding Business Day; and



 


		(k)	references to the Trust owning property or undertaking an
                                         action refer to the Trustee owning property or undertaking an action, as applicable,
                                         solely in its capacity as Trustee of the Trust.



 


Section 1.03         Governing
Law


 


This Agreement shall be interpreted and
enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province
of Ontario and the federal laws of Canada applicable in that province.


 


Section 1.04          References
to Acts of the Trust


 


For greater certainty, where any reference
is made in this Agreement, or in any other instrument to which the Trust or the Trustee, as trustee of the Trust, is party, to
an act (including for greater certainty the Trust Activities) to be performed by, an appointment to be made by, an obligation
or liability of, an asset or right of, a discharge or release to be provided by, a suit or proceeding to be taken by or against,
or a covenant, representation or warranty (other than relating to the constitution or existence of the Trust) by or with respect
to (i) the Trust, or (ii) the Trustee, such reference shall be construed and applied for all purposes as if it referred
to an act to be performed by, an appointment to be made by, an obligation or liability of, an asset or right of, a discharge or
release to be provided by, a suit or proceeding to be taken by or against, or a covenant, representation or warranty (other than
relating to the constitution or existence of the Trust) by or with respect to the Trustee, solely in its capacity as trustee of
the Trust.


 


Article Two

ESTABLISHMENT AND ACTIVITIES OF THE TRUST


 


Section 2.01          Establishment
of Trust


 


The purpose of this Agreement is to create
an inter vivos trust that will acquire and hold the Trust Property for the benefit of the Beneficiaries, as herein provided.


 






     


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Section 2.02         Activities
of the Trust


 


(1)           The
Trust will carry on its activities in accordance with this Agreement and the Voting Agreement in order to hold and administer
the Trust Property for the benefit of the Beneficiaries. The activities of the Trust shall be, and shall be limited to: (i) acquiring
and holding the Special Voting Shares, (ii) acquiring and holding the Golden Share, (iii) entering into the Voting Agreement
and carrying out the Trust’s obligations thereunder, (iv) investing and reinvesting the Remaining Property and (v) carrying
on all other activities as may be reasonably incidental to those activities (the “Trust Activities”).


 


(2)            During
the term commencing on the date hereof until the earliest to occur of (i) the termination of the Trust pursuant to Article Nine,
(ii) the date no Exchangeable Units are outstanding, and (iii) all outstanding Exchangeable Units are held by New Transit,
the Trustee shall have all of the rights and powers of an owner with respect to the Special Voting Shares, provided that the Trustee
shall:


 


		(a)	exercise all voting rights
                                         attached to the Special Voting Shares only in accordance with the provisions of the Voting
                                         Agreement;



 


		(b)	except as specifically authorized
                                         by this Agreement or the Voting Agreement, have no power or authority to sell, transfer,
                                         vote or otherwise deal in or with the Special Voting Shares, and the Special Voting Shares
                                         shall not be used or disposed of by the Trustee for any purpose (including for exercising
                                         dissent or appraisal rights relating to the Special Voting Shares) other than as contemplated
                                         by, and solely in accordance with, the Voting Agreement; and



 


		(c)	hold the certificates representing
                                         the Special Voting Shares, if any, in safe keeping at all times.



 


(3)            During
the term commencing on the date hereof until the earliest to occur of (i) the termination of the Trust pursuant to Article Nine
and (ii) the date the Golden Share is no longer outstanding, the Trustee shall have all of the rights and powers of an owner
with respect to the Golden Share, provided that the Trustee shall:


 


		(a)	exercise all voting rights
                                         attached to the Golden Share only in accordance with the provisions of the Voting Agreement;



 


		(b)	except as specifically authorized
                                         by this Agreement or the Voting Agreement, have no power or authority to sell, transfer,
                                         vote or otherwise deal in or with the Golden Share, and the Golden Share shall not be
                                         used or disposed of by the Trustee for any purpose (including for exercising dissent
                                         or appraisal rights relating to the Golden Share) other than as contemplated by and,
                                         solely in accordance with, the Voting Agreement t; and



 


		(c)	hold the certificate representing
                                         the Golden Share, if any, in safe keeping at all times.



 


(4)            If
any event described in Sections 2.02(2) or 2.02(3) has occurred, New Transit will provide the Trustee with an Officer’s
Certificate stating that such event has occurred.


 






     


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Article Three

CHARACTERISTICS OF THE TRUST


 


Section 3.01         Name
and Head Office


 


The name of the Trust will be “[●]
Trust” and it will be referred to as “[●] Trust”. Should the Trustee determine that the use
of such name is not practicable, legal or convenient, it may use such other designation or adopt such other name for the Trust
as it deems proper and the Trust may hold the Trust Property and conduct the Trust Activities under such other designation or
name. The head office and situs of administration of the Trust initially will be 301-100 Adelaide Street W. Toronto, Ontario M5H
4H1. The Trustee may at any time or from time to time change the head office and situs of the administration of the Trust to another
location within the Province of Ontario and have such other offices or places of administration within Canada as the Trustee may
from time to time determine is necessary or desirable.


 


Section 3.02         Nature
and Object of the Trust


 


(1)           The
Trust is a special purpose trust and the Trust Property will be segregated and not commingled with the money and investments of
any other Person and the Trustee will hold the Trust out as separate and independent from any other Person, maintain separate
books and records for the Trust from those of any other Person, conduct the business of the Trust in the name of the Trust and
comply with other formalities inherent in treating the Trust as separate and independent from any other Person.


 


(2)           The
Trust is not and is not intended to be, will not be deemed to be and will not be treated as a general partnership, limited partnership,
syndicate, association, joint venture, company or corporation, nor will the Trustee or the Beneficiaries or any of them for any
purpose be, or be deemed to be, or be treated in any way whatsoever as, liable or responsible hereunder as partners or joint venturers.
The Trustee will not be, or be deemed to be, the agent of the Beneficiaries. The relationship of the Beneficiaries to the Trustee
will be solely that of the beneficiaries of the Trust and the rights of a Beneficiary will be limited to those expressly conferred
upon it by this Agreement and, for greater certainty, the Trustee will be entitled to deal with the Trust Property in the manner
provided in this Agreement and in accordance with applicable law without the consent of or approval from or notice to the Beneficiaries.


 


(3)           The
object of the Trust is to carry on the Trust Activities for the benefit of the Beneficiaries and to distribute and otherwise deal
with the Trust Property according to this Agreement accordance with applicable law and not for any religious, charitable, educational
or public purpose.


 


Section 3.03          Representations
and Covenants


 


(1)           The
Trustee hereby represent and warrant to New Transit and the Partnership that:


 


		(a)	the Trustee is authorized
                                         to carry on a trust business as contemplated hereby in each of the Provinces of Canada;



 


		(b)	the Trustee is a resident
                                         of Canada for the purposes of the ITA; and



 






     


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		(c)	the Trustee is not controlled
                                         by a non-resident person or group of non-resident persons for the purposes of the ITA.



 


(2)           The
Trustee agrees that all decisions made by the Trustee in the course of performing its obligations as Trustee of the Trust will
be made in Canada.


 


Article Four

RIGHTS AND POWERS OF TRUSTEE


 


Section 4.01          General
Powers


 


Subject to the specific restrictions and
limitations set forth in this Agreement, the Trustee will have, without the necessity of authorization by, and free from any power
or control on the part of, any Beneficiary, full, exclusive and absolute power, control and authority over the Trust Property
and the Trust Activities to the same extent as if the Trustee were the sole and absolute owner thereof in its own right, including,
without limitation, such power, control and authority to do all such acts and things as in its sole judgment and discretion are
necessary, incidental or desirable for carrying on the Trust Activities in accordance with this Agreement and the Voting Agreement,
with such powers of delegation as may be permitted by this Agreement. For greater certainty, and without limiting the generality
of the foregoing, the powers of the Trustee that may be exercised as aforesaid include the powers set forth in Section 4.02
to Section 4.13, inclusive. The enumeration of any specific power or authority in this Agreement will not be construed as
limiting the aforesaid power or authority or any other specific power or authority or any power and authority necessarily incidental
to the conduct of the Trust Activities.


 


Section 4.02         Legal
Title and Custody


 


Subject to Article Nine, the Trustee
will have the power to cause any and all Trust Property to be held by or registered in the name of any Person, on such terms and
in such manner as the Trustee may determine and with or without disclosure that the Trust is interested therein. The Beneficiaries
will not have any right to call for any partition or division of any part of the Trust Property nor can they be called on to pay
for, contribute toward or assume any losses of the Trust. The Trust Property will be considered at all times as property held
in trust by the Trustee, as trustee of the Trust, according and subject to this Agreement and applicable law.


 


Section 4.03          Possession,
Use and Disposition of Assets


 


The Trustee will have the power, subject
to this Agreement and the terms and conditions of the Voting Agreement, to possess and use the Trust Property in connection with
the Trust Activities, including, without limitation, the power to exercise all of the Trust’s rights and perform all of
the Trust’s obligations under the Voting Agreement.


 


Section 4.04         Taxes


 


(1)           The
Trustee will have the power to pay all taxes or assessments of whatever kind or nature imposed upon the Trustee or the Trust in
connection with the Trust Property or upon or against the income from the Trust Activities or any part thereof, to settle and
compromise disputed tax liabilities and, for the foregoing purposes, to make such returns and do all such other acts and things
as may be deemed by the Trustee necessary or desirable. The Trustee will have the power to deduct and remit any taxes which are
required by law to be deducted and remitted from any payment made by the Trustee.


 






     


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(2)           The
Trustee shall, to the extent necessary file on behalf of the Trust appropriate income tax returns and any other returns or reports
as may be required by applicable law or pursuant to the rules and regulations of any securities exchange or other trading
system through which shares of New Transit are traded. New Transit will prepare, or cause to be prepared, any such returns or
reports, including any returns or reports required relating to the distribution of the Remaining Property and the termination
of the Trust, and the Trustee shall cooperate with such preparation.


 


Section 4.05         Collection


 


In accordance with and subject to the terms
of this Agreement and the Voting Agreement, the Trustee will have the power to collect, receive, give receipts for and sue for
all sums of money or other property due to the Trust; to consent to extensions of time for payment, or to the renewal of, any
securities or obligations; to engage or intervene in, prosecute, defend, compound, compromise, abandon or adjust by arbitration
or otherwise any actions, suits, proceedings, disputes, claims, demands or things relating to the Trust Property or the Trust
Activities; to exercise any and all remedies available to it or the Trust under any agreement to which it or the Trust is a party
or otherwise including any foreclosure or power of sale available to the Trustee or the Trust thereunder or under any such other
security and, in connection with any such foreclosure or sale, to purchase or otherwise acquire title to any property and to convey
good title thereto free of any and all trusts hereby established, or to take or retake possession of any property secured or unsecured
thereunder or such other security; to extend the time, with or without security, for the payment or delivery of any debts or property
and to execute and enter into releases, agreements and other instruments; and to pay or satisfy any debts or claims upon any evidence
that the Trustee determines to be sufficient.


 


Section 4.06          Expenses
and Compensation of Trustee


 


(1)           The
Trustee will have the power to incur and make payment of any charges or expenses which in the opinion of the Trustee are reasonably
necessary or incidental to or proper for carrying out any of the powers provided in this Agreement and the Trust Activities and
to pay appropriate compensation or fees out of the Trust Property to Persons with whom the Trust or the Trustee has contracted
or transacted business including, without limitation, any charges, expenses, compensation or fees payable under the Voting Agreement.


 


(2)           New
Transit and the Partnership agree on a joint and several basis to pay the Trustee reasonable compensation for its services under
this Agreement and the Voting Agreement and to reimburse the Trustee for all reasonable expenses (including, but not limited to,
taxes other than taxes based on the net income of the Trustee, fees paid to legal counsel and other experts and advisors and travel
expenses) and disbursements, including the reasonable cost and expense of any suit or litigation of any character and any proceedings
before any governmental agency reasonably incurred by the Trustee in connection with its duties under this Agreement and the Voting
Agreement; provided that New Transit and the Partnership shall have no obligation to reimburse the Trust for any expenses or disbursements
paid, incurred or suffered by the Trustee in any suit or litigation arising from or in connection with the bad faith, wilful misconduct,
gross negligence, fraud or the failure to comply with the standard of care referred to in Section 6.01 by the Trustee or
any incorporator, director, officer, employee or agent of the Trustee.


 






     


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Section 4.07         Allocation


 


The Trustee will have the power to determine
whether moneys or other assets received by the Trust or expenses or disbursements made by the Trust will be charged or credited
to income or capital or allocated between income and capital.


 


Section 4.08         Fiscal
Year and Form of Accounts


 


The fiscal year of the Trust will be the
calendar year or such other fiscal year as the Trustee may determine. The Trustee will have power to determine and from time to
time change the method or form in which the accounts of the Trust will be kept, provided such method or form reasonably complies
with International Financial Reporting Standards, as applicable from time to time.


 


Section 4.09          Power
to Contract


 


(1)           The
rights, powers, duties and authorities of the Trustee under this Agreement, in its capacity as Trustee of the Trust, shall include
and be limited to:


 


		(a)	receipt and safekeeping of
                                         the Special Voting Shares and the Golden Share in accordance with the provisions of this
                                         Agreement and the Voting Agreement;



 


		(b)	designating a Beneficiary
                                         or Beneficiaries in writing on an annual basis or on the termination of the Trust from
                                         a group identified by New Transit or the Partnership;



 


		(c)	granting proxies to holders
                                         of Exchangeable Units as provided in the Voting Agreement and Article 3 of Schedule
                                         A to the LPA;



 


		(d)	voting the Special Voting
                                         Shares in accordance with the provisions of the Voting Agreement;



 


		(e)	voting the Golden Share in
                                         accordance with the provisions of the Voting Agreement;



 


		(f)	holding title to the Trust
                                         Property;



 


		(g)	investing the Remaining Property;
                                         and



 


		(h)	taking such other actions
                                         and doing such other things as are specifically provided in this Agreement or the Voting
                                         Agreement.



 






     


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(2)           In
the exercise of such rights, powers, duties and authorities the Trustee shall have (and is granted) such incidental and additional
rights, powers, duties and authority not in conflict with any of the provisions of this Agreement or the Voting Agreement as the
Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to
effect the exercise of the powers set forth in Section 4.09(1) above. Any exercise of such discretionary rights, powers,
duties and authorities by the Trustee shall be final, conclusive and binding upon all Persons when made by the Trustee honestly
and in good faith and in compliance with the standard of care referred to in Section 6.01. For greater certainty, the Trustee
shall have only those duties and powers as are set out specifically in this Agreement or the Voting Agreement.


 


(3)           The
Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it
hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to
take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder,
unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired
to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement
conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties,
covenants, agreements or conditions contained herein.


 


(4)            In
the exercise of its powers, the Trustee shall not be limited by any law now or hereafter in effect limiting the investments which
may be held or retained by trustees or other fiduciaries.


 


Section 4.10         Further
Powers


 


The Trustee will have the power to perform
and do all such other acts and things and to execute all such deeds, transfers, assignments, agreements or other instruments whatsoever
as are necessary, proper or desirable in order to carry out the Trust Activities in accordance with this Agreement and the Voting
Agreement although such acts or things, or deeds, transfers, assignments or other instruments are not herein specifically mentioned.
Any determination as to what is necessary, proper or desirable in order to carry on the Trust Activities in accordance with any
such agreement, when made by the Trustee honestly and in good faith and in compliance with the standard of care referred to in
Section 6.01, will be conclusive. Any construction of this Agreement or any determination of the purposes of the Trust or
the existence of any power or authority hereunder, made honestly and in good faith and in compliance with the standard of care
referred to in Section 6.01 by the Trustee upon the advice of legal counsel, will be conclusive to the extent consistent
with the law. In construing the provisions of this Agreement, there will be a presumption in favour of a grant of power to the
Trustee.


 


Section 4.11          Auditors


 


In accordance with and subject to the terms
of this Agreement and the Voting Agreement, the Trustee shall have power from time to time to select and appoint and discharge
and re-appoint an auditor or auditors of the Trust in its discretion and to negotiate and fix the reasonable fees of any such
auditor or auditors; provided, such auditor or auditors shall be a nationally recognized independent accounting firm.


 






     


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Section 4.12          Power
of Attorney


 


The Trustee shall have power to appoint
any Person its attorney, with or without power of substitution, and any such attorney shall be entitled to exercise the powers
of the Trustee set forth herein, other than the powers at the discretion of the Trustee set forth in Article Nine and to
select Beneficiaries pursuant to the definition thereof in Section 1.01(1), to the extent of such appointment which may be
for action generally or for any particular action.


 


Section 4.13          Defect
in Appointment


 


Notwithstanding anything to the contrary
herein contained, no action taken by the Trustee will be invalid by reason only of any defect that is thereafter discovered in
its appointment.


 


Article Five

REPLACEMENT OF TRUSTEE


 


Section 5.01         Resignation
or Removal of Trustee; Conflict of Interest


 


(1)           New
Transit and the Partnership, shall have the power at any time, on notice in writing duly executed by both New Transit and the
Partnership, to the Trustee to remove the existing Trustee and to appoint a new or successor Trustee.


 


(2)           The
Trustee may resign its trust after giving 60 days’ notice in writing to New Transit and the Partnership or such shorter
notice as New Transit and the Partnership may accept as sufficient, provided that no such voluntary resignation shall be effective
until a replacement Trustee acceptable to New Transit and the Partnership has been appointed in accordance with Section 5.01(4) and
has executed a written agreement pursuant to and in compliance with Section 6.01 of the Voting Agreement whereby such replacement
Trustee agrees to assume the obligations of the Trustee hereunder, under the Voting Agreement and under any other contract pursuant
to which the Trustee is obligated. The Trustee shall resign if: (i) a material conflict of interest arises in its role as
a trustee under this Agreement, (ii) it ceases to be authorized to carry on the business of a trust company in each of the
Provinces of Canada or (iii) it becomes controlled by a non-resident person or group of non-resident persons for the purposes
of the ITA, and is not rectified within 90 days after the Trustee becomes aware that it has such a material conflict of interest,
has lost such authorization or has become so controlled. Forthwith after the Trustee becomes aware that it has a material conflict
of interest it shall provide New Transit and the Partnership with written notice of the nature of that conflict. Upon such resignation,
the Trustee shall be discharged from all further duties and liabilities under this Agreement. If, notwithstanding the foregoing
provisions of this Section 5.01(2), the Trustee has such a material conflict of interest, the validity and enforceability
of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of
interest. If the Trustee contravenes the foregoing provisions of this Section 5.01(2), any interested party may apply to
a judge of the Ontario Superior Court of Justice, on such notice as such judge may direct, for an order that the Trustee be replaced
as trustee hereunder. The Trustee represents to New Transit and the Partnership that at the time of the execution and delivery
hereof no material conflict of interest exists in the Trustee’s role as a fiduciary hereunder. The Trustee shall retain
the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever,
the Trustee in its reasonable judgment determines that such act would reasonably be expected to cause it to be in non-compliance
with any applicable laws including, without limitation, anti-money laundering or anti-terrorist legislation, economic sanction,
regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Agreement
has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation
or guideline, then it shall have the right to resign on 10 days written notice to New Transit and the Partnership, provided (i) that
the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances
are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effective.


 






     


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(3)           In
the event of the Trustee resigning or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise
becoming incapable of acting hereunder, New Transit and the Partnership may forthwith appoint a replacement Trustee; failing which
the retiring Trustee may apply to a judge of the Ontario Superior Court of Justice, on such notice as such judge may direct, for
the appointment of a replacement Trustee. Any replacement Trustee appointed under any provision of this Section 5.01 shall
be a corporation authorized to carry on a trust business as contemplated hereby in each of the Provinces of Canada, shall not
be controlled by a non-resident person or group of non-resident persons for the purposes of the ITA and shall not have a material
conflict of interest in its role as a fiduciary under this Agreement. The expense of any act, document or other instrument or
thing required under this Section 5.01 will be satisfied from the Trust Property.


 


(4)           Subject
to Section 5.01(1), Section 5.01(2) and Section 5.01(3), any replacement or successor Trustee shall, forthwith
upon appointment, become vested with all the estates, properties, rights, powers, duties, responsibilities and trusts of its predecessor
in the trusts hereunder, with like effect as if originally named as Trustee herein. Nevertheless, upon the written request of
the replacement or successor Trustee and upon payment of any outstanding undisputed fees and expenses, the Trustee ceasing to
act will do, make, execute and deliver or cause to be done, made, executed or delivered all such acts, documents, deeds or other
instruments and things as may be necessary or desirable in order to more effectively assign, transfer and deliver to, and vest
in, the replacement or successor Trustee upon the trusts herein expressed, all the rights, powers and trusts of, and all property
and money held by, the trustee so ceasing to act.


 


(5)           Any
company into which the Trustee may be merged or with which it may be consolidated or amalgamated, any company resulting from any
merger, consolidation or amalgamation to which the Trustee shall be a party or any company to which the Trustee may transfer all
or substantially all of its corporate trust business shall be a successor Trustee under this Agreement without the execution of
any instrument or any further act; provided that such successor Trustee shall be a corporation qualified to carry on a trust business
as contemplated hereby in each of the Provinces of Canada, shall not be controlled by a non-resident person or group of non-resident
persons for the purposes of the ITA and shall not have a material conflict of interest in its role as a fiduciary under this Agreement.


 






     


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Article Six

LIABILITY OF TRUSTEE


 


Section 6.01         Standard
of Care


 


The Trustee will exercise its powers and
carry out its obligations hereunder as Trustee honestly, in good faith and in the best interests of the Trust and the Beneficiaries
and in connection therewith will exercise that degree of care, diligence, and skill that a reasonably prudent trustee would exercise
in comparable circumstances. Unless otherwise required by law, the Trustee will not be required to give bond, surety or security
in any jurisdiction for the performance of any duties or obligations hereunder. The Trustee will not be required to devote its
entire time to the Trust Activities. For greater certainty, it is expressly acknowledged that the entering into of the Voting
Agreement by the Trustee, in its capacity as trustee of the Trust, and the performance by the Trustee or the Trust of its obligations
thereunder in compliance with the express terms of the Voting Agreement shall be deemed to be in the best interests of the Trust
and the Beneficiaries and shall be deemed to have satisfied the foregoing standard of care.


 


Section 6.02          Limitation
of Liability of Trustee


 


The Trustee, in doing anything
or permitting anything to be done in respect of the execution of the duties of its office or in respect of the Trust Property
or the Trust Activities is, and will be conclusively deemed to be, acting solely as trustee of the Trust and not in any other
capacity. The Trustee will not be subject to any liability whatsoever, in tort, contract or otherwise, in connection with the
Trust Property or the Trust Activities, to the Beneficiaries or to any other Person, for any action taken or permitted by it to
be taken, or for its failure to take any action including, without limitation, the failure to compel in any way any former or
acting Trustee to redress any breach of trust in respect of the execution of the duties of its office or in respect of the Trust
Property or the Trust Activities. The Trustee will not be subject to any liability for any claims, demands, losses, actions, causes
of action, costs, charges, debts, expenses, damages, judgments, liabilities or obligations whatsoever against or with respect
to the Trust or the Trustee, arising out of anything done, omitted to be done or permitted to be done by it in respect of the
execution of the duties of its office or for or in respect of the Trust Property or the Trust Activities, including any loss or
diminution in the value of the Trust or its assets, for any reason (including any loss occasioned by error in judgment or oversight
on the part of the Trustee or for any other loss that may happen in the execution by the Trustee of its duties hereunder) and
resort will be had solely to the Trust Property for the payment or performance thereof. No property or assets of the Trustee,
owned in its personal capacity or otherwise, will be subject to levy, execution or other enforcement procedure with regard to
any obligations under this Agreement or under the Voting Agreement. No recourse may be had or taken, directly or indirectly, against
the Trustee in its personal capacity or against any incorporator, director, officer, employee or agent of the Trustee or any predecessor
or successor of the Trustee. The foregoing limitations of this Section 6.02 will not apply in respect of (1) any claim,
demand, loss, action, cause of action, cost, charge, debt, expense, damage, judgment, liability or obligation whatsoever arising
from or in connection with bad faith, wilful misconduct, gross negligence, fraud or the failure to comply with the standard of
care referred to in Section 6.01 by the Trustee or any incorporator, director, officer, employee or agent of the Trustee,
or (2) an injunction, specific performance and other equitable relief expressly available pursuant to the terms of the Voting
Agreement. In no event shall the Trustee be liable for any consequential or special damages, indirect, incidental, exemplary,
aggravated or punitive loss or damages including but not limited to loss of reputation, goodwill or business.


 






     


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The Trustee shall not be liable or responsible
for loss or damage of any nature whatsoever resulting from official action, war or threat of war, insurrection or civil disturbances,
interruptions in postal, telephone, internet, email, fax or other electronic communication systems or power supply, the failure
of any third party to fulfil its obligations under any agreement with the Trust, New Transit or the Partnership, or any other
factor beyond the Trustee’s control which obstructs, affects, prohibits or delays the Trustee, its directors, officers,
employees or agents in carrying out the responsibilities provided for herein, in whole or in part.


 


The Trustee shall have no duty
or responsibility to fulfil, observe or perform any of the powers or responsibilities of New Transit or the Partnership or any
other person except as are stipulated under this Agreement or the Voting Agreement.


 


Section 6.03          Indemnification
of Trustee


 


New Transit and the Partnership
jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents
acting in accordance with this Agreement and the Voting Agreement (the “Trustee Indemnified Persons”) from and against
any and all claims, demands, losses, actions, causes of action, costs, charges, debts, expenses, damages, liabilities or obligations
whatsoever including, without limitation, reasonable legal fees and disbursements and costs and expenses incurred in connection
with the enforcement of this indemnity, which may be imposed on, incurred by or assessed against the Trustee Indemnified Parties
which, without fraud, gross negligence, wilful misconduct, bad faith or the failure to comply with the standard of care referred
to in Section 6.01 on the part of the Trustee Indemnified Parties, may be paid, incurred or suffered by the Trustee Indemnified
Party by reason or as a result of its compliance with its duties set forth in this Agreement, the Voting Agreement or any written
or oral instruction delivered to the Trustee by New Transit or the Partnership pursuant to this Agreement.


 


In no case shall (1) the
Trustee or any of its directors, officers, employees or agents have recourse to the Special Voting Shares or the Golden Share
and (2) New Transit or the Partnership be liable under this Article Six unless New Transit and the Partnership shall
be notified by the Trustee of the assertion of a claim or of any action commenced against the Trustee Indemnified Parties as soon
as reasonably practicable after any of the Trustee Indemnified Parties shall have received a written assertion of such a claim.
New Transit and the Partnership shall be entitled to participate at their own expense in the defence and, if New Transit and the
Partnership so elect at any time after receipt of such notice, subject to (ii) below, either of them may assume the defence
of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and
participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the
employment of such counsel has been expressly authorized by New Transit or the Partnership, such authorization not to be unreasonably
withheld; or (ii) the named parties to any such suit include both the Trustee and New Transit or the Partnership and the
Trustee shall have been advised by counsel acceptable to New Transit or the Partnership that there may be one or more legal defences
available to the Trustee that are different from or in addition to those available to New Transit or the Partnership and that,
in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case
New Transit and the Partnership shall not have the right to assume the defence of such suit on behalf of the Trustee but shall
be liable to pay the reasonable fees and expenses of counsel for the Trustee).


 






     


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The foregoing indemnities will
survive the removal or resignation of the Trustee or the termination of this Trust Agreement and the termination of the Trust.
Each of the Trustee Indemnified Persons other than the Trustee is a third party beneficiary of the foregoing indemnity and the
rights to indemnification of such Trustee Indemnified Persons are held in trust by the Trustee on behalf of such Trustee Indemnified
Persons.


 


Section 6.04          Reliance
upon Directions and Advice


 


(1)           The
Trustee shall be entitled to consult with and obtain advice from legal counsel appointed by it in the event of any questions as
to any of the provisions hereof or its duties hereunder.


 


(2)           The
Trustee may rely and act upon any statement, report or opinion prepared by or any advice received in writing from the auditors,
legal counsel or other professional advisors of the Trustee and shall not be responsible or held liable for any loss or damage
resulting from so relying or acting if the Trustee acted honestly and in good faith in relying or acting (or failing to rely or
act) upon the advice received and complied with the standard of care referred to in Section 6.01 in the selection of any
such auditor, legal counsel or other professional advisor and in the decision to rely or act or not to rely or act upon the advice
received.


 


(3)           The
Trustee shall be fully protected in acting upon any instrument, certificate or other writing (including an Officer’s Certificate
and those given by New Transit or the Partnership) reasonably believed by it to be genuine and to be signed or presented by the
proper person or persons and shall be under no duty to make any investigation or inquiry as to any statement contained in any
such writing but may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained.


 


(4)           The
Trustee shall in no way be responsible for, nor incur any liability based on, the action or failure to act or for acting pursuant
to or in reliance on instructions of New Transit or the Partnership.


 


Section 6.05         Limitation
of Liability of Beneficiaries


 


The Beneficiaries will not be held to have
any personal liability as such, and no resort will be had to its private property for satisfaction of any obligation or claim
arising out of or in connection with any contract or obligation in respect of which the Beneficiaries would otherwise have to
indemnify the Trustee for any liability incurred by the Trustee as such, but rather the Trust Property only will be subject to
levy or execution for such satisfaction.


 


Section 6.06          Interest
of Beneficiaries in Trust Property


 


The legal ownership of the Trust Property
and the right to conduct the affairs of the Trust are vested exclusively in the Trustee and the Beneficiaries shall have no interest
therein other than pursuant to Article Nine as relates to the Remaining Property, and the Beneficiaries shall not have any
right to require the Trustee to terminate the Trust or to partition, liquidate or distribute any of the Trust Property.


 






     


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Section 6.07          Provisions
Regarding Liability


 


This Trust Agreement, Voting Agreement
and any written instrument creating an obligation of the Trustee will be conclusively deemed to have been executed by the Trustee
only in its capacity as trustee of the Trust. Any written instrument creating an obligation of the Trustee may contain a provision
to the effect that, subject to Section 6.02, (i) the Trustee has entered into the written agreement in its capacity
as trustee of the Trust; (ii) any and all of the representations, warranties, undertakings, covenants, indemnities, agreements
and other obligations made on the part of the Trustee therein are made and intended not as personal representations, warranties,
undertakings, covenants, indemnities, agreements and other obligations by the Trustee or for the purpose or with the intention
of binding the Trustee in its personal capacity, but are made and intended for the purpose of binding only the property and assets
of the Trust or a specific portion thereof; (iii) no property or assets of the Trustee, whether owned beneficially by it
in its personal capacity or otherwise, will be subject to levy, execution or other enforcement procedures with regard to any of
the representations, warranties, undertakings, covenants, indemnities, agreements and other obligations of the Trust or the Trustee
thereunder; and (iv) no recourse may be had or taken, directly or indirectly against the Trustee in its personal capacity,
any Beneficiaries or any incorporator, officer, director, employee or agent of the Trustee or any predecessor or successor of
the Trustee, with regard to the representations, warranties, undertakings, covenants, indemnities, agreements and other obligations
of the Trust or the Trustee thereunder; provided, in each case, the foregoing limitations will not apply in respect of (1) any
claim, demand, loss, action, cause of action, cost, charge, debt, expense, damage, judgment, liability or obligation whatsoever
arising from or in connection with bad faith, wilful misconduct, gross negligence, fraud or the failure to comply with the standard
of care referred to in Section 6.01 by the Trustee or any incorporator, director, officer, employee or agent of the Trustee,
or (2) an injunction, specific performance and other equitable relief expressly available pursuant to the terms of the Voting
Agreement. Such written instrument may contain any further provisions which the Trustee may deem appropriate, but, subject to
Section 6.02, the omission of any such provisions will not operate to impose liability on the Trustee in its personal capacity,
any Beneficiaries or any incorporator, officer, director, employee or agent of the Trustee or any predecessor or successor of
the Trustee.


 


Section 6.08          Protection
of Trustee


 


(1)           The
Trustee shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity
of any security deposited with it, subject to compliance with the standard of care referred to in Section 6.01.


 


(2)           None
of the provisions in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend
or risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties or in the exercise
of any of its Trustee rights or powers.


 


(3)           The
Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with
it.


 


(4)           The
Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on
it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Trustee be required to take
notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”),
unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought
to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively
assume that no default has been made. No such notice shall in any way limit any discretion herein given to the Trustee to determine
whether or not the Trustee shall take action with respect to such default.


 






     


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(5)           The
Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance
or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance
of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort
on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial
order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the
time lost because of any delay that is excusable under this Section 6.08(5).


 


(6)           The
obligation of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional upon the New Transit,
the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence
or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to
the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities
to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereof.


 


Article Seven

RECORDS AND NOTICE


 


Section 7.01         Records
to be Kept


 


The Trustee will keep or cause
to be kept proper records and books of account as are by law or good and prudent business practice necessary. Such books or records
will be available for inspection by the Beneficiaries, New Transit and the Partnership. Such records or books shall be kept at
the principal place of business of the Trustee in [Toronto, Ontario] or at the office of any Person whom the Trustee has
appointed to maintain the same, provided that the Trustee has access to such books and records on one Business Day’s notice
to such Person.


 


Section 7.02         Method
of Keeping Records


 


Where this Agreement requires the Trustee
to cause a record to be kept, it may be kept in bound or loose leaf form, or by means of mechanical, electronic or other device.


 


Section 7.03         Notice


 


Any notice or other communication required
or permitted to be given hereunder to the Trustee by New Transit and the Partnership, or to New Transit and the Partnership by
the Trustee, shall be in writing and shall be delivered in accordance with Section [9.04] of the Voting Agreement.


 






     


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Article Eight

AMENDMENT


 


Section 8.01         Amendment


 


The Trustee may, from time to
time, amend, vary, supplement or replace or restate the provisions of this Agreement without the consent or approval of the Beneficiaries
or any court as follows:


 


(1)            to
the extent deemed by the Trustee in good faith to be necessary to remove any conflicts or other inconsistencies which may exist
between any of the terms of this Agreement and the provisions of any applicable law; and


 


(2)            to
the extent deemed by the Trustee in good faith to be necessary to make any change or correction in this Agreement which is a typographical
change or correction or which the Trustee has been advised by legal counsel is required for the purpose of curing any ambiguity
or defect or inconsistent provision or clerical omission or mistake or manifest error contained herein;


 


Section 8.02         Automatic
Amendment


 


Upon the Trustee ceasing to be a trustee
of the Trust, this Agreement will be deemed to be automatically amended to delete any reference to the name of such trustee so
ceasing to be a trustee of the Trust and to substitute therefor the name of the successor trustee of the Trust. Notice of any
change in the Trustee shall be endorsed upon or attached to this Agreement, signed by the successor Trustee and every such notice
shall be sufficient evidence to any Person dealing with the Trustee under this Agreement as to the facts to which it relates.


 


Section 8.03         Supplemental
Trust Agreement


 


The Trustee is authorized to execute any
supplemental agreement on behalf of the Trust, in its capacity as trustee, to give effect to amendments to this Agreement made
pursuant to this Article Eight.


 


Article Nine

DISTRIBUTION OF TRUST PROPERTY AND TERMINATION OF TRUST ACTIVITIES


 


Section 9.01         Termination
of Trust Activities


 


The Trust will continue in full force and
effect until the earliest to occur of the following events (at which time it will terminate):


 


(1)           one
year following the date on which the later of the following is true: (a) no Exchangeable Units are outstanding or all outstanding
Exchangeable Units are held by New Transit, and (b) the Golden Share is no longer outstanding;


 






     


    - 19 -


    

 


(2)           one
year following the date on which New Transit and the Partnership jointly notify the Trustee in writing that the Trust shall terminate;
and


  


(3)           the
date that is 21 years after the death of the last survivor of the descendants of Her Majesty Queen Elizabeth II of the United
Kingdom of Great Britain and Northern Ireland living on the date of the creation of the Trust.


 


Section 9.02         Termination
of Trust and Distribution of Trust Property


 


Following a termination of the Trust in
accordance with Section 9.01, the Trustee will terminate the Trust Activities and, upon receipt of such releases, indemnities
and refunding agreements as the Trustee deems reasonably necessary for its protection, will distribute the Remaining Property
to the remaining Beneficiaries on an equal share basis.


 


Section 9.03         Counterparts


 


This Agreement and all documents contemplated
by or delivered under or in connection with this Agreement may be executed in any number of counterparts and delivered by means
of facsimile, portable document format (PDF) or other electronic format, with the same effect as if all parties had signed and
delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the
same agreement.


 


[SIGNATURE PAGE FOLLOWS]


 






     


     


    

 





DATED as of the date first written above.


 


	 	 	 
	WITNESS	 	[SETTLOR]


 


	 	[●], as
    trustee of [●] TRUST
	 	 	 
	 	 	 
	 	By:	 
	 	Name	 
	 	Title	 
	 	 	 
	 	By:	 
	 	Name	 
	 	Title	 


 


Solely with respect to Section 2.02,
Section 4.04, Section 4.06, Section 4.09, Article Five, Article Six ,Article Seven and Article Nine:


 


	 	TELESAT CORPORATION
	 	 	 
	 	 	                         
	 	By:	 
	 	Name	 
	 	Title	 
	 	 	 
	 	TELESAT PARTNERSHIP
    LP
	 	 	 
	 	 	 
	 	By:	 
	 	Name	 
	 	Title