Kind regards, Mike Michael Nelson ' A ' • I rimort v r <image007.png> PO Dubai UAE Mal Winner. Law Firm of the Year 2016. The Lawyer <image008.png> Follow us on twitter @AviationClydeCo /dram Ec000mks Law Firm of the Year (2016) Who's Who Legal Aviation Firm of the Year 2005 - 2016 From: Darren Indyke Sent: 19 October 2016 02:27 To: Nelson, Michael Cc: Larry; Rob DiCastri; Oahe Brugirard Subject: Re: SN 30884 [CC-MERO.FID1500434] mailto: Mike, Please see below my comments to the last draft of the Purchase Agreement. Please note that in the interest of saving time, I am sending the draft to my client (with whom I have not discussed it) at the same time that I am sending it to you. The attached revision is therefore subject to further comment and revision after I have had an opportunity to discuss it with my client. 1. Would you please send me directly the most recent version of Exhibit A, which includes a reference to the two Auxiliary Fuel Tanks. 2. I have made certain changes to your revisions imposing limits on the Pre-Purchase Inspection based on my consultation with the DAR. They are noted on the attached document. 3. I have made delivery condition changes as marked on the attached document based on my consultation with the DAR as well. 4. Although I can understand why you would wish to exclude the administrative aspects of FAA registration from the purchase agreement, I cannot agree that an FAA Registration qualified aircraft need EFTA00437756

not be delivered. Items which would cause the Aircraft not to qualify are to be considered Discrepancies. Ultimately if the cost to achieve that compliance is more than $500K you have the option of walking away without reimbursing me. Since you agreed to that Threshold, I believe this requirement is reasonable. 5. I agree that discrepancies should not be based on aesthetic issues, like the wood. However, my client's discretion to accept (with or without Discrepancies to be corrected) or reject, should not be tied to whether its reasons qualify as Discrepancies, particularly in light of the unanticipated issues (that were not strictly Airworthiness items) already discovered. The incentive not to walk away is already built in because my client will be paying for the costs and expenses of the Pre-Purchase Inspection. 6. In the same way that the Purchaser is required to accept (with or without correction of Discrepancies) or reject the aircraft with a notice, the Seller should be required to give notice of its intentions to proceed or not after receipt of a technical acceptance certificate. The same two business days notice should apply to the Seller after it gets a Certificate of Technical Acceptance. 7. The imbalance of no warranties other than title and generally no post closing obligations for the Seller but a requirement of a continuing indemnity and insurance obligation for the Purchaser is unacceptable. I have never agreed to such post closing obligations. 8. I also noted that you did not wish for Seller to provide any representation as to the truth, accuracy and completeness of the Aircraft records. Is there a reason for this? 9. I will have to discuss your insistence on England and Wales as the governing law. Neither party is a citizen of England or Wales and most of the financial risk until closing is on the Purchaser. I have typically insisted on Purchaser's jurisdiction for governing law, but will ask about England and Wales. I look forward to hearing from you regarding the foregoing and the attached revision. Best, DARREN K. INDYKE DARREN K. INDYKE, PLLC EFTA00437757

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