From: Darren Indyke Sent: Thursday, September 29, 2016 20:04 To: Claire Brugirard Cc: Larry; Nelson, Michael Subject: Re: BBJ SN 30884 [CC-MERO.FID1S00434] Dear Claire: Thank you for your letter. We appreciate the spirit in which it was written, and we too would like to come to an understanding. However, as the lawyer for the principal of Thomas World Air, LLC and Plan D, LLC, I feel obliged to point out the following: I. We received numerous photographs from you detailing the interior of the aircraft, and none of those photographs showed any of the wear and tear that was immediatley apparent upon a visual inspection of the interior. 2. We were initally sent documnets that reflected the fact that one engine had only 4,400 hours on it and the other engine had 11,500 hours on it. However, we are now advised that the first engine actually has 6,600 hours on it and the other engine has 12,400 hours on it. Thus, these engines have a total of 3,100 more hours on them than you initially represented to us. At our rate of flying, this equates to approximately 4-5 more years of use than were lead to believe when we were negotiating the sales price. In light of this, I am unsure how we should proceed. Candidly, my principal is very disappointed both by the change in information about the aircraft from that which was initially conveyed to him and with the expenses he has had to incur to date in order to uncover information that should have been provided to him at the outset. I must also tell you that we have received a bid to refinish the wood of approximately $1.25 million. Moreover, our consultants estimate another $1.25 million reduction in value as a result of the additional previously undisclosed engine wear and tear. If we are to persuade my principal to move forward, I believe that we could only do so at a new price of around $15.5 million. I am hopeful that we can move forward at this price which better reflects the true condition of the aircraft. However, Larry Visoski informs me that you have received two other offers on the aircraft, and we will understand if you wish to pursue those instead. EFTA00815358
Please let us know how you wish to proceed. Regards, DARREN K. INDYKE DARREN K. INDYKE, PLLC 575 Lexington Avenue, 4th Floor New York, New York 10022 Telephone: Telecopier: Mobile: email: The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - O 2016 Darren K. Indyke, PLLC — All rights reserved. On Sep 29, 2016, at 8:32 AM, Claire Brugirard < wrote: Dear Darren, Dear Larry, Our Management has had a detailed meeting with our Chairman this afternoon in order to discuss this topic. We would like to clarify that Royal Jet has been fully transparent with regards to the condition of the aircraft; the aircraft was made available for viewing twice for two different people who each have made a different evaluation about the quality of the interior woodwork. We understand that this can happen since this is a subjective matter. EFTA00815359
We would like to assure you of our intention to resolve this issue together and find an agreement in order to move forward with the deal. Since the quality of the interior woodwork on a pre-owned aircraft will always be subject to various individual and personal opinions and since it will be extremely difficult (and most likely an open end) to define and agree together what would be the "acceptable standard" to which we would have to bring the woodwork; we would like to hear from you how we can help in resolving the issue or what can be done from our side to compensate if the buyer were to accept the aircraft with the interior woodwork as it is now. We look forward to hearing from you on this and hope we will be able to move forward with a solution that is acceptable to both parties. Best Regards <image003..png> Claire Brugirard Sales Manager PO Box 60666, Abu Dhabi, United Arab Emirates Direct: Mobile: I www.royaljetgroup.com From: Darren Indyke mailtor Sent: Wednesday, September 28, 2016 5:47 AM To: Nelson, Michael Cc: Claire Brugirard; Ashok Kumar; Husham Osman; Larry Subject: Re: BBJ SN 30884 [CC-MERO.FID1500434] Dear Mike: I assume you are already aware that I have received reports that Mr. Visoski was very disappointed with his inspection of the aircraft. He was particularly dissatisfied with the very EFTA00815360
poor quality and condition of the interior woodwork of the aircraft, which we were lead to believe was immaculate. I assume the Seller will agree as part of the Sale and Purchase Agreement to bring the woodwork up to the standard that was previously represented to Buyer. Please notify us by the close of business on Thursday, September 29, 2016, if this is acceptable. If not, Buyer will immediately request the return of its deposit. Please let me know if we can resolve this issue and move forward. Regards, DARREN K. INDYKE DARREN K. INDYKE, PLLC 575 Lexington Avenue, 4th Floor New York, New York 10022 Telephone: Telecopiet• Mobile email: ************************************************************ The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - O 2016 Darren K. Indyke, PLLC — All rights reserved. On Sep 27, 2016, at 8:55 AM, Nelson, Michael Dear Darren, > wrote: Further to my email below and the subsequent emails from Husham in relation to points 4 and 5 below, please do let us know if you have any further queries in relation to the Aircraft Purchase Agreement. We look forward to receiving your input and proceeding to finalise the Aircraft Purchase Agreement. Kind regards, EFTA00815361
Mike Michael Nelson Senior Asso inte I Chide rn Direct Dial drnage001.png> PO Box 7001 I Rolex Tower I Sheikh Zayed Road I Dubai. UAE Mai Iwww.clydeco.com <image004.png> Follow us on twitter @AyiationClydeCo Airline Economics Law Firm of the Year (2016) Global Aviation Law Firm of the Year (2005 - 2015) Best Aviation Finance Advisory - Emerging Markets (2015) From: Nelson, Michael [mailtor Sent: 22 September 2016 19:0 To: Darren Indyke Cc: Claire Brugirard; Ashok Kumar; Husham Osman; Larry Subject: RE: 663 SN 30884 [CC-MERO.FID1500434] Dear Darren, Good to speak to you earlier and thank you for your time on the call. As requested, please see the following summary of the points we discussed: 1. Section 2(a)(v): The square brackets can be deleted. The aircraft will comply with ADs issued by the GCAA and the FAA. 2. Section 2(a)(vi): Royal Jet can provide the Certificate of Airworthiness from the GCAA and the latest Airworthiness Review Certificate ("ARC"), which is a revalidation of the Certificate of Airworthiness. The ARC is issued annually and is a certification of the airworthiness of the aircraft issued by Royal Jet and approved and stamped by the GCAA. The latest ARC will also include the latest Certificate of Release to Service ("CRS") and, further, a CRS should be issued following the Cl inspection as part of the Pre-Purchase Inspection. Please note that the CRS is not issued directly by the GCAA, but is issued under GCAA approval. EFTA00815362
3. Section 2(a)(vii): The square brackets can be deleted. The Export Certificate of Airworthiness will be in a form acceptable to the FAA as determined by the DAR. 4. Section 2(a)(viii): In relation to damage history, we discussed that Husham would circulate the relevant documentation in relation to the damage history of the aircraft in order that this may be distributed to the Purchaser's advisors. 5. Section 3: We discussed that the aircraft may only be inspected by a facility that is approved by the GCAA. We understand that Stambaugh Aviation is not. It is Royal Jet's preference for the aircraft to be inspected in the UAE at an inspection facility that is approved by the GCAA with an FAA DAR present (I understand there are a number based in the region). We agreed that Husham would circulate a list of proposed inspection facilities for consideration by the Purchaser. Further, if the parties are able to agree an inspection facility where we may inspect and close as sales tax will not be applicable (such as the UAE), then that would be preferable to avoid the difficulty of 're-inspection' following a relocation flight to a tax efficient location. Closing in the UAE would also stream-line the process for obtaining the Export Certificate of Airworthiness from the GCAA. 6. Section 3(a): If the aircraft is to be relocated, Royal Jet will look at the costs that it would expect to incur once that location is decided on with a view to agreeing an adequate cap. Kind regards, Mike Michael Nelson Senior Associate I Clyde Si Co Direct Dial: <image001.png> PO Bi/ Main T I k 'I.sh Tn.md 0 <image004.png> Follow us on twitter @AviationClydeCo Airline Economics Law Firm of the Year (2016) Global Aviation Law Firm of the Year (2005 - 2015) Best Aviation Finance Advisory — Emerging Markets (2015) From: Nelson, Michael Sent: 22 September 2016 16:46 To: 'Darren Indyke' Cc: Claire Brugirard; Ashok Kumar; Husham Osman Subject: RE: BB3 SN 30884 [CC-MERO.FID1500434] ad I Dubai, UAE iwwve.clydeco.com EFTA00815363
Dear Darren, Apologies, can we please push this call back to 9.30am New York time / 5.30pm Abu Dhabi time? Kind regards, Mike Michael Nelson Senior Associate C e & Co Direct Dial: <image001..png> PO nY 70111 I Rnlav Tamar I Shaikh 7avati Rnad I Dubai. UAE Mal www.clydeco.com <image004.png> Follow us on twitter @AviationClydeCo Airline Economics Law Firm of the Year (2016) Global Aviation Law Firm of the Year (2005 - 2015) Best Aviation Finance Advisory - Emerging Markets (2015) From: Nelson, Michael [mailto Sent: 22 September 2016 12:00 To: Claire 6rugirard; Ashok Kumar; liusham Osman; Darren Indyke Subject: RE: 663 SN 30884 [CC-MERO.FID1500434] Dear All, Further to the emails below, I have sent you meeting requests for today's call at 9.00am New York time / 5.00pm Abu Dhabi time. For ease of reference, the conference call details are as follows: Dial-in (UAE): Dial-in (USA): EFTA00815364
Meeting ID: 3322 Meeting password: 8844 Kind regards, Mike Michael Nelson Senior Ass inte I fluting rn Direct Dial <image001.png> PO Box 7001 I Rolex Tower I Sheikh Zaved Road I Dubai. UAE Main Iwww.clydeco.com <image004.png> Follow us on Sitter @AviationClydeCo Airline Economics Law Firm of the Year (2016) Global Aviation Law Firm of the Year (2005 - 2015) Best Aviation Finance Advisory - Emerging Markets (2015) From: Darren Indyke < Sent: Wednesday, September 21, 2016 22:36 To: Claire Brugirard Subject: Re: 663 SN 30884 [CC-MERO.FID1S00434] 9am NY time would be fine. Thanks. Sent from my iPhone On Sep 21, 2016, at 2:34 PM, Claire Brugirard < > wrote: Hi Darren Either 8am or 9am your time? (i.e. New York timing) Let me know what suits you best EFTA00815365

