From: "jeffrey E." <[email protected]> To: Larry Visoski Subject: Re: BBJ SN 30884 [CC-MERO.FID1500434] Date: Wed, 12 Oct 2016 15:44:21 +0000 Inline-Images: image001.png Yes that's agreeable as long as original engine specs are approved by us in the next week On Wednesday, 12 October 2016, Larry Visoski <a wrote: Jeffrey Darren should request engine specs for the original engine they proposing to install, to confirm its margins and Cycle life remaining is equal to or < greater to the 12,000 engine, Thx Lany Sent from my iPhone Begin forwarded message: From: Claire Brugirard Date: October 12, 2016 at 8:20:46 AM EDT To: jDarren Indyke Cc: Rob DiCastri , "Nelson, Michael" , Larry Subject: RE: BBJ SN 30884 ICC-MERO.FID1500434I Dear Darren, Our leadership has instructed me to send you our final offer as follows; 1. The purchase price to remain at 17.5 M 2. The high time engine will be replaced with the original engine 3. The two additional aux fuel tanks which were recently located will be included in the loose equipment list 4. The pre-buy inspection and the delivery to be at Abu Dhabi International (Etihad Engineering) which is an MRO approved by both GCAA and FAA, or within UAE as long as it is an FAA/GCAA approved facility audited by Royal Jet. 5. Royal Jet will be responsible for any discrepancies with the agreed cap of 500,000 above which Royal Jet can either elect to pay for the discrepancies or to refund the pre-buy inspection costs 6. Please note that Royal Jet will only address airworthy items and any cosmetic items shall not be considered as a discrepancy; as such there will be no touch up work on the interior wood work done, and the condition of the woodwork should not be a reason for rejecting the aircraft EFTA00815278
We do agree to include in the delivery condition that there shall be issued by the GCAA, in form and in substance satisfactory to the FAA, as determined by a duly authorized designated airworthiness representative of the FAA selected by Purchaser in its discretion, an export certificate of airworthiness. With regards to your request about items and matters that require correction in order for the aircraft to be qualified for issuance of a U.S. Certificate of Airworthiness; we fully realize that the intention is to register the aircraft in the USA, however, we would appreciate your understanding that we cannot expose ourselves by committing to fulfilling requirements that are unknown to us. Therefore, and since the DAR would in any case be involved with the issuance of the export certificate, we request that this item remains deleted as suggested in the last draft purchase agreement which was sent through (unless there would be a way to know beforehand what such requirements would entail). This offer is of course subject to agreeing and signing a binding purchase agreement between the parties and if the buyer is willing to proceed, then we would request that the text of such purchase agreement is agreed upon no later than Thursday, 27th October, 2016 (preferably before), and for the pre-buy inspection to start as soon as possible thereafter. We look forward to hearing from you soon. Best Regards :"icid:image001.png@01D 1C152.967787B0 Claire Brugirard Sales Manager PO Box 60666, Abu Dhabi, United Arab Emirates Direct: Mobile: www.royaljetproup.com From: Darren Indyke [mailto: Sent: Wednesday, October 12, 2016 12:19 AM To: Claire Brugirard EFTA00815279
Cc: Rob DiCastri; Nelson, Michael; Larry Subject: Re: 8W SN 30884 [CC-MERO.FID15004341 Dear Claire: I understand that Royal Jet has made a revised offer, which is to to replace the high time engine on the aircraft with the original engine that was previously replaced and to include two extra fuel tanks, to set the purchase price at $17.5 Million, and to have the pre-buy inspection take place at a facility in the UAE. Is this correct? Please advise. Thank you. Regards, DARREN K. INDYKE DARREN K. INDYKE, PLLC 575 Lexington Avenue, 4th Floor New York, New York 10022 Telephone: Telecop 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 Oct 10, 2016, at 1:47 PM, Darren Indyke < - wrote: Dear Mr. DiCastri: EFTA00815280
Inasmuch as Royal Jet has already agreed to be responsible for up to $500,000 of discrepancies noted during the pre-purchase inspection, your email below is clearly a move in the wrong direction. However, we are prepared to offer Royal Jet, LLC $17.2 million on the same terms as previously agreed without a requirement that you restore the woodwork to an acceptable condition. This absolutely requires you to address discrepancies at your cost and requires you to pay our inspection fees and costs should you refuse or fail to correct discrepancies of up to and including $500,000. In addition, discrepancies must include, without limitation, those items and matters that require correction in order for the aircraft to be qualified for issuance of a U.S. Certificate of Airworthiness. If you are willing to proceed on this basis, please so advise and I will move forward with the revisions to the proposed purchase agreement. Otherwise, I wish you luck in negotiating from scratch with any potential potential purchasers, and I will instruct the escrow agent to return our Deposit and negotiations will be terminated. I await your prompt reply. 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 - C 2016 Darren K. Indyke, PLLC — All rights reserved. On Oct 7, 2016, at 1:55 PM, Rob DiCastri < > wrote: Mr. Indyke, EFTA00815281
Though we made it clear in our message that our offer was non-negotiable, our leadership has considered your proposal and will accept a price of $17m under the following conditions: I. The purchase is on an "as is, where is" basis at AUH, and this will be reflected as the delivery condition in the purchase agreement 2. All rectification costs as a result of the pre-purchase inspection are therefore for the account of the buyer 3. The full purchase price will therefore be paid to the seller's account by the buyer, without any deductions 4. The buyer will pay for the ferrying of the aircraft to the pre-purchase inspection facility at a full market charter rate 5. The above will be reflected in the purchase agreement to the seller's satisfaction within 14 days of this message Your representatives are well aware of the mechanical condition of the aircraft from their visits to our facilities, therefore this is a more than fair offer. We require your acceptance or rejection of this offer immediately, otherwise we will proceed with other potential purchasers. We look forward to receiving your response. Rob D. DiCastri President & CEO Royal Jet LLC On Oct 7, 2016, at 7:33 PM, Darren Indyke c > wrote: Dear Claire: I have been instructed either to prepare a purchase agreement embodying the $17 million purchase price provided in my October 5 email to you or to terminate negotiations and withdraw Thomas World Air, LLC's/Plan D, LLC's deposit. Please advise how you wish for me to proceed. Thank you. EFTA00815282
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 Oct 6, 2016, at 3:45 PM, Claire Brugirard <a wrote: Dear Darren, Yesterday's email is well received and has been shared with higher management. We will come back to you as soon as we hear from them with our feedback. Best Regards, Claire Brugirard EFTA00815283


