Michael Nelson Senior Associate I Clyde & Co Direct Dial: +971 4 384 4347 I Mobile: PO Box 7001 1 Rolex Tower I Sheikh Zayed Road I Dubai, UAE Main +971 4 384 40001 Fax +971 4 384 4004 Iwww.clydeco.com <image001 png> <image002.png> Follow us on twitter (diAviationClydeCo From: Nelson, Michael Sent: 06 December 2016 23:39 To: 'Darren Indyke' Cc: Larry; Rob DiCastri; Ashok Kumar; Claire Brugirard; Husham Osman; Krishnan N. V.; Bisset,Mark; Marrinan, Joseph; Mehta, Natasha Subject: RE: BB) SN 30884 [CC-MERO.FID1500434] Dear Darren, Thank you for your email. We'll discuss with Royal Jet and revert to you as soon as possible. For good order, we have noted that there is a typo in Section 15(f) (notices) with Royal Jet being referred to as the Purchaser and Plan D being referred to as the Seller, which will need to be corrected. Kind regards, Mike Michael Nelson Senior Associate I Clyde & Co Direct Dial: +971 4 384 4347 I Mobile: <image001 png> PO Box 7001 1 Rolex Tower I Sheikh Zayed Road I Dubai, UAE Main +971 4 384 40001 Fax +971 4 384 4004 Iwww.clydeco.com <image002.png> Follow us on twitter e@AviationClydeCo From: Darren Indyke Sent: 06 December 2016 03:18 To: Nelson, Michael Cc: Larry; Rob DiCastri; Ashok Kumar; Claire Brugirard; Husham Osman; Krishnan N. V.; Bisset,Mark; Mardnan, Joseph; Mehta, Natasha Subject: Re: SN 30884 [CC-MERO.FID1500434] mailto: Mike: Please note the following comments in response to your email below and your attached revisions: 1. Engine Selection. If I understand it correctly, your revised draft provides for conducting boroscopic examinations of the two engines, E1A and El B, prior to the pre-purchase inspection, but not to have the boroscopic examination of Engine 2 until the pre-purchase inspection. In addition, your draft requires the results of the inspections to be used to decide between the engines El A and El B but not to serve as a basis to reject or require correction of any discrepancies noted with respect to the selected engine. In response, we believe It makes good sense to conduct the boroscopic examination of all three engines at the same time, prior to the pre-purchase inspection. Moreover, while we agree that the results of the inspection should aid Plan D in its selection between the two Engines, ElA or El B, 1 that may be included with the purchase, the results of the inspections of all three engines should also serve as a basis to reject the entire transaction or to require the correction of discrepancies. With regard to the rejection of the transaction based on the results of the boroscopic examination, this is the one area in which Plan D requires discretion to determine whether or not to EFTA00663828

proceed with the transaction, regardless of whether the results are deemed to create an actual airworthiness issue. This decision will be made following the engine boroscopic examination, prior to the pit-purchase inspection, so there would be no prejudice to Royal Jet in Plan D having such discretion. 2. Follow-Up Flight Tests in Section 3(e). In addition to any follow up flights that may be required in accordance with the provisions of your revised Section 3(e), whether or not required by the maintenance manual, Plan D requires a final follow-up flight of not more than 1 hour in duration after work is done to ensure that no issues have arisen from the completed work, including for example noise or vibration issues, etc. 3. Sections 3(c) and 3(f) - the timing requirements of these two provisions are not within the total control of Plan D. Plan D will take reasonable efforts to ensure a Dec 18 start date, and the delivery of an inspection report within 5 business days after the completion of the pre-purchase inspection, but it cannot contractually guarantee it, as it does not control Etihad. 4. I am asking that both the Spec sheet for the Aircraft and the Scope of the C 1 inspection be independently submitted to me and be attached to the contract so that i may confirm a meeting of the minds between the Seller and Purchaser as to content of both. I look forward to your reply. Best, DARREN K. INDYKE DARREN K. INDYKE, PLLC 575 Lexington Avenue, 4th Floor New York, New York 10022 Telephone: (212) 971-1314 Telecopier: (646) 350-0378 Mobile email: EIM 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 - m 2016 Darren K. Indyke, PLLC — All rights reserved. ************** On Dec 5, 2016, at 4:14 AM, Nelson, Michae Dear Darren, vrote: Further to the emaits below and to move matters forward, please find attached a revised draft of the Aircraft Purchase Agreement (in clean and red-line). Please note the following points: EFTA00663829

• Engine Selection: We have included wording in Section 1.2 on the boroscopic examinations and the selection of either engine MSN 876170 or engine MSN 888148. • Purchase Price Reduction: At the end of Section 5, we have included the US$100,000 discount should closing occur on or prior to 31 December 2016. Note that the closing may still occur after this date, but without the purchase price reduction. • Insurance: In Section 14, please check with your insurers I operator and let us know the level of the combined single limit that the aircraft will be insured for (we expect that will be sufficient for Royal Jet). We look forward to hearing from you as soon as possible in order that we may finalise the Aircraft Purchase Agreement. Kind regards, Mike Michael Nelson Senior Associate I Clyde & Co Direct Dial: +971 4 384 4347 I Mobile PO Box 7001 I Rolex Tower I Sheikh Zayed Road I Dubai, UAE Main +971 4 384 4000 I Fax +971 4 384 4004 Iwww.clydeco.com <image001.png> <image004.png>Fonow us on twitter @AviationClydeCo From: Nelson, Michael [mailto Sent: 27 November 2016 18:44 To: 'Darren Indyke' Cc: Rob DiCastri; Claire Brugirard; Husham Osman; Ashok Kumar; Bisset,Mark; Marrinan, Joseph; Mehta, Natasha Subject: RE: BB] SN 30884 [CC-MERO.FID1S00434] Dear Darren, Thank you for your email. Noted in relation to the inspection location, we are taking our client's instructions on that and I understand our respective clients will speak direct on the point. In relation to the other points which you think the Purchaser can "work through", can you please let us have your response in relation to each of the specific points raised so Royal Jet is clear on the Purchaser's position? In particular, what is the Purchaser's position on proceeding to delivery and closing by the end of the year? As an additional point, it would also be helpful to understand what the Purchaser's position now is in relation to the engine change. If that is to be done, it would need to be done in Abu Dhabi (given one of Royal Jet's other aircraft needs to be grounded to accomplish that). We look forward to hearing from you. Kind regards, Mike Michael Nelson Senior Associate C de & Co Direct Dial: I Mobile: <image001 png> PO Box 7001 I Rolex Tower I Sheikh Zayed Road I Dubai, UAE Main +971 4 384 40001 Fax +971 4 384 4004 Iwww.clydeco.com <image004.png>Fonow us on twitter @AviationClydeCo From: Darren Indyke [mailto: Sent: 24 November 2016 19:26 To: Marrinan, Joseph EFTA00663830

Cc: Nelson, Michael; Rob DiCastri; Claire Brugirard; Ilusham Osman; Ashok Kumar; Bisset,Mark; Mehta, Natasha Subject: Re: BB) SN 30884 [CC-MERO.FID1500434] Thank you for your email. We should be able to work through all of your requirements except that the location of the pre-buy at Jet Aviation in Basel remains a requirement by Purchaser. As indicated in my draft we will pay for repositioning and will be happy to discuss any other concerns you may have regarding the pre-buy's location. I look forward to hearing from you and moving forward. Best, Darren Indyke. Sent from my iPhone On Nov 23, 2016, at 2:31 PM, Marrinan, Josepl- Dear Darren, wrote: I work with Mike and I am following up on this matter. Royal Jet have discussed the matter internally and have the following comments (which numerically correspond to the points raised in the "additional comments" list of your email of 17 November): 1- The Purchase Price was agreed at US $17,500,000.00 on the understanding and agreement that the Pre-Purchase Inspection take place at Etihad Airways Engineering, Abu Dhabi, International Airport, United Arab Emirates (or such other facility that is located in the United Arab Emirates). This remains Royal Jet's position. 2- It was agreed that Royal Jet would deliver the two auxiliary fuel tanks as part of the Agreement. It was not agreed that Royal Jet would also deliver all parts, components and materials necessary to install the fuel tanks on the Aircraft. This remains the position. 3- Royal Jet agreed to deliver the Aircraft, albeit under no obligation to do so, configured and equipped as required by, and otherwise in full compliance with the requirements of, FAA STC ST9766SC-D. Royal Jet did not commit to delivering a 19 seat configuration STC. Again this remains the position. Notwithstanding the above, and in effort to progress this matter, Royal Jet would be willing to discount the Purchase Price by US $100,000.00 on the understanding that the following conditions are met / agreed by your client: a) the Aircraft Sale and Purchase Agreement is signed by 28 November; b) the Pre-Purchase Inspection takes place as previously agreed (i.e. it takes place in the UAE); c) the fuel tanks are delivered in an "as is, where is" basis (Royal Jet will have no obligation to deliver any equipment or parts necessary to install the fuel tanks on the Aircraft); d) Escrow Agent fees are for the account of your client; and e) the transaction completes by 31 December (whether the Pre-Purchase Inspection / rectifications are completed or not). EFTA00663831

If the deadline of 31 December is not met for whatever reason, the reduction of the Purchase Price by US $100,000.00 would cease to be available but the transaction could still complete. However in such an instance the transaction would still be subject to the conditions set out at a) — d) above. If this proposition is agreeable to your client, we can circulate a revised draft of the Aircraft Sale and Purchase Agreement accordingly. Kind regards Joe Sent from my BlackBerry 10 smartphone. From: Nelson, Michael Sent: Wednesday, 23 November 2016 18:40 To: Darren Indyke Cc: Rob DiCastri; Claire Brugirard; Husham Osman; Ashok Kumar; Bisset,Mark; Marrinan, Joseph; Mehta, Natasha Subject: Re: BB) SN 30884 [CC-MERO.FID1S00434] Dear Darren, Thank you for your email below. Royal let discussed this matter yesterday at board level and we will respond shortly with their position. We were not able to respond immediately given there have been some changes in the Purchaser's commercial proposal since the last draft of the Aircraft Purchase Agreement which required consideration and discussion. Royal let remains committed to proceed quickly with this transaction. Kind regards, Mike Michael Nelson Clyde & Co Dubai, UAE Mob From: Darren Indyke Sent: Wednesday, November 23, 2016 1:11 PM To: Nelson, Michael Subject: Re: BB] SN 30884 [CC-MERO.FID1S00434] Mike, Please update me regarding comments. The Thanksgiving holiday begins tomorrow and office will be closed. Let's move this forward. Thanks. Sent from my iPhone On Nov 21, 2016, at 11:49 AM, Nelson, Michael Dear Darren, vrote: EFTA00663832