Said secured party or its agent may bid and purchase at any sale made under this mortgage or herein authorized, or at any sale made upon foreclosure of this Aircraft Security Agreement. 'Remainder of page intentionally left blank.( 11563475.1 SDNY_GM_02758610 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00245532 EFTA01329995

SDNY_GM_02758611 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245533 EFTA01329996

In witness whereof, the debtor has executed and delivered this Aircraft Security Agreement, by a representative thereunto duly authorized, on this day and year first above written. NAME OF DEBTOR: Flight Options, LLC SIGNATURE(S) (IN INK) Michael . Rossi Chief Financial Officer Signature Page to Aircraft Security Agreement SDNY_GM_02758612 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245534 EFTA01329997

VHOHV1NO ADO VV1014V1)10 6C et IJd OC noN ow US HOUVIIS103111AVIJOUIV VVA HIMA 031IA SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, SDNY_GM_02758613 and 17 EFTA_00245535 EFTA01329998

DOCUMENT LEVEL ANNOTATIONS ORIG S/A DOC ID 7148 RETD TO IATS SDNY_GM_02758614 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245536 EFTA01329999

SDNY_GM_02758615 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245537 EFTA01330000

co O O RELEASE FO Financing, LLC (the "Secured Party"), as the secured party under the Mortgage(s) (described and defined in Annex I attached hereto), hereby: (i) releases from the terms of the Mortgage(s) all of its right, title and interest in and to the collateral covered thereby (including but not limited to the Airframe and Engines described on Annex I) and (ii) discharges the full international interests created by the Mortgage(s) and represented by the International Registry File Numbers described on Annex I. Dated: Ain/ 30 , 2010 (The remainder of this page is intentionally left blank] • SDNY_GM_02758616 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 C S a a N 11 yT EFTA_00245538 EFTA01330001

Vi4OtiVINO A.1.10 VV1OVIV1NO LZ ZI lild OC RON 0101 118 NOLI.V819103III-MOIOV VVJ H.LIM 03113 SDNY_Mil_02758617 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245539 EFTA01330002

IN WITNESS WHEREOF, the undersigned has executed this Release as of the dated noted above. FO Financing LLC By: Name: Bret Wiener Title: Vice President SDNY_GM_02758618 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00245540 EFTA01330003

Vil0HTIN0 All0 TW0W/110 12 ZI hid 13C R0N 010Z SO 1101.1n1131028 1O8081V VIA SLIM 3311", SDNY_GM_02758619 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245541 EFTA01330004

Annex I To Release Page 1 Airframe One (I) Raytheon Aircraft Company model 40.6 aircraft bearing manufacturer's serial number RK-260 (described on the International Registry drop down menu as RAYTHEON AIRCRAFT COMPANY model 400A with serial number RK-260) and U.S. Registration No. N787TA En ines Two (2) Pratt & Whitney Canada model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0287 and PCE-JA0291 (described on the International Registry drop down menu as PRATT & WHITNEY CANADA model JT15D SERIES with serial numbers JA0287 and JA0291) (which engines are in excess of 550 horsepower or the equivalent). Mortgages Description of Document Date Executed Date Recorded FAA Conveyance Number International Registry File Numbers Aircraft Mortgage and Security Agreement between Flight Options, LLC, as grantor, and FO Financing, LLC, as Mortgagee 12/07/07 01/24/08 1083585 N/A Second Aircraft Mortgage and Security Agreement between Flight Options, LLC, as grantor, and FO Financing, LLC, as Mortgagee 12/07/07 01/24/08 1083586 N/A Aircraft Mortgage and Security Agreement between Flight Options, LLC, as grantor, and FO Financing, LLC, as Mortgagee •• 03/20/09 03/26/09 SS02341 322933 322937 322939 SONY_GM_02 758620 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00245542 EFTA01330005

SDNYGM02758621 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245543 EFTA01330006

Aircraft Mortgage and 07/27/09 08/11/09 IR003607 347693 Security Agreement 347695 Supplement #1 between 347697 Flight Options, LLC, as grantor, and FO Financing, LLC, as Mortgagee (collectively, the "Mortgages"). SDNY_GM_02758622 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245544 EFTA01330007

VVI0W11)10 AI%0 7K014V1)10 LZ tt hici OE IRON 0101 130 H01081310311 .1.10i0i0V VVJ VIII* (1311.: SDNY_GM_02758623 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA 00245545 EFTA01330008

DOCUMENT LEVEL ANNOTATIONS SEE REC CON 1083585 DOC ID C001 PG347 ET AL SDNY_GM_02758624 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245546 EFTA01330009

SONY_GM_02758625 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245547 EFTA01330010

MEMORANDUM TO THE FILE Rick Nix 08/23/2010 ID DATE Notes: The Release dated April 26. 2005. recorded as V006668 on May 6. 2005. was not placed into the Master Registration History of N168%VC. Raytheon Aircraft Company 400A. Serial Number RK-I98. This document was extracted from Doc ID C329 located in Aircraft Registration History of N787TA. Raytheon Aircraft Company. 400A. Serial Number RK-260. creating a nen Doc II) of 1326 ‘‘itli a Doc Date of May 10. 2005. Doc ID 1326 "as then copied to the Master file this date. Rick Nix Research Group FAA Aircraft Registry SDNY_GM_02758626 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245548 EFTA01330011

SDNY_GM_02758627 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245549 EFTA01330012

MEMORANDUM TO THE FILE NW 08/20/2010 ID DATE AIRCRAFT: N DOCUMENT RETURNED August 20, 2010 Date received: 8/16/10 (date) Reason returned: dup cy release 00 8035 rcrd not needed. See recorded cornc,ance # V006668 Doc ID C329 pg. I SDNY_GM_02758628 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245550 EFTA01330013

SDNY_GM_02758629 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245551 EFTA01330014

FAA RELEASE AND DISCLAIMER WHEREAS Flight Options, LLC has filed with the United States District Court for the Northern District of Texas in the case styled as JNV Aviation, LLC v. Flight Options, LLC, Case No. 10-CV-00069-C, a surety bond to protect the plaintiff in said action in said court, the undersigned hereby releases and disclaims all of its right, title and interest in and to the following described properties from the terms of the Writ of Attachment dated April 7, 2010, recorded by the Federal Aviation Administration on May 5, 2010, as Conveyance No. SF003873, to wit: 102241543396 5240.00 08/12/2010 N746TA Beech Model 400A, Serial Number RK-146, with 2 Pratt & Whitney Canada JT15D engines, serial numbers PCE-JA0059 and PCE- JA0060 N852LX Raytheon Aircraft Company Model Hawker 800XP, Serial Number 258397, with 2 Garrett TFE731-5BR engines, serial numbers P- 107298 and P-107317 N807LX Raytheon Aircraft Company Model Hawker 800XP, Serial Number 258413, with 2 Honeywell TFE731-5BR engines, serial numbers P-107356 and P-107370 N700LX Cessna Model 750, Serial Number 750-0038, with 2 Rolls Royce AE3007C engines, serial numbers CAE330084 and CAE33007I N482LX Raytheon Aircraft Company Model 400A, Serial Number RIC- 413, with 2 Pratt & Whitney Canada IT1 5D engines, serial numbers PCE- JA0612 and PCE-JA0613 N406LX Beech Model 400A, Serial Number RK-178, with 2 Pratt & Whitney Canada JT15D-5 engines, serial numbers PCE-JA0125 and PCE- JA0124 N417LX Raytheon Aircraft Company Model 400A. Serial Number RK- 230, with 2 Pratt & Whitney Canada JT15O-5 engines, serial numbers PCE-JA0228 and PCE-1A0227 N459LX Raytheon Aircraft Company Model 400A, Serial Number RK- 365, with 2 Pratt & Whitney Canada JTI5D-5 engines, serial numbers PCE-JA051 1 and PCE-JA0510 CWDOCS 6649330 SDNY_GM_02758630 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 a a O EFTA_00245552 EFTA01330015

\Iwov-Dm _ Ito vtiot ZE ernio C Wd 21. 0101 V tlISII)311 ilV WI 118 VIE 033-liA SDNY_GM_02758631 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245553 EFTA01330016

N443LX Raytheon Aircraft Company Model 400A, Serial Number RK- 237, with 2 Pratt & Whitney Canada JT15D-5 engines, serial numbers PCE-JA0243 and PCE-JA0240 N493CW Beech Model 400A, Serial Number RK-93, with 2 Pratt & Whitney JT15D-5 engines, serial numbers PCE100364 and PCE100365 N704LX Cessna Model 750, Serial Number 750-0091, with 2 Rolls Royce AE3007C engines, serial numbers CAB-330199 and CAE-330196 N709TA Beech Model 400A, Serial Number RK-180, with 2 Pratt & Whitney Canada JT15D-5 engines, serial numbers PCE-JA0129 and PCE- JA0128 N787TA Raytheon Aircraft Company Model 400A, Serial Number RK- 260, with 2 Pratt & Whitney IT15D-5 engines, serial numbers PCE- JA0287 and PCE-JA0291 N904LX Embraer Model EMB-135BJ, Serial Number 145780, with 2 Rolls Royce AE3007A1E engines, serial numbers CAE312547 and CAE3I2590 N848FL Raytheon Aircraft Company Model Hawker 800XP, Serial Number 258648, with 2 Honeywell International, Inc. TFE731-5BR engines, serial numbers P-107850 and P-107849 N418LX Raytheon Aircraft Company Model 400A, Serial Number RK- 234, with Pratt & Whitney JT15D-5 engines, Serial Numbers PCE- JA0238 and PCE-JA0434 Dated this day of August, 2010. JNV AVIATION, By Name: -flu:, 4 A rittr• Itie0.4”- C co oP A VT r$IN Corp. J mo-o-a€A- bb TN V AV ia.4-toix) CAL 2 CWDOCS 664933v1 SDNY_GM_02 758632 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245554 EFTA01330017

Vi4OHV1)10 A LID VWOHVIX0 TC C Lid ZT 908 010? as nouvusioaa liVdDUIV V Vi HIM 03114 SDNY_GM_02758633 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245555 EFTA01330018

DOCUMENT LEVEL ANNOTATIONS SEE RECORDED CONVEYANCE # SF003873 DOC ID 3421 ORIG. # 3832 RET'D TO C&D SDNY_GM_02758634 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245556 EFTA01330019

SONY_GM_02758635 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245557 EFTA01330020

U.S. DEPARTMENT OF TRANSPORTATION FEDERAL. AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION RECORDEDCONVEYANCE FILED IN: '4NUM: 746TH 6•ERIAL NUM: RE-146 BEEC Wit: MODEL: 40 H 0A /UR CARRIER: This form is to be used in cases what a conveyance cones several aircraft and engines, propellers, or locations. File original of this foam with the recorded convevance and a copy in each aircraft folder involved, TYPE OF CONVEYANCE WRIT OF ATTACHMENT DATE EXECUTED 4/7/2010 FROM JNV AVIATION LLC DOCUMENT NO. SF003873 TOOK ASSIGNED TO FLIGHT OPTIONS LLC DATE RECORDED MAY 05. 2010 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: 16 Total Engine:: Total Props: Total Sparc Parts: N746TA N852LX N807LX N710FL N482LX N406LX N4I7LX N459LX N443LX N493CW N704LX N709TA N787TA N904LX N848FL N4 I8LX tPS-750.23R (02/08) SDNY_GM_02 758638 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245558 EFTA01330021

SDNY_GM_02758637 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245559 EFTA01330022

JNV AVIATION, LLC vs. FLIGHT OPTIONS, LLC The State of Texas CAUSE NO. 7-0 10 -El 2- co IN THE DISTRICT COURT OF SHACKELFORD COUNTY, TEXAS 259111 JUDICIAL DISTRICT WRIT OF ATTACHMENT 101041510498 $240.00 04/14/2010 To the Sheriff or any Constable of any County of the State of Texas, greeting: We command you that you attach forthwith so much of the property of Flight Options, LLC, as shall be of value sufficient to make the sum of $900,000, and the probable costs of suit, to satisfy the demand of JNV Aviation, LLC, including, but not limited to, any rights Flight Options, LLS has in the aircraft described as follows: N746TA Beech Model 400A, Serial Number RK-146, with 2 Pratt & Whitney Canada 31151D engines, serial numbers PCE-JA0059 and PCE- JA0060 N852LX Raytheon Aircraft Company Model Hawker 800XP, Serial Number 258397, with 2 Garrett TFE731-5BR engines, serial numbers P- 107298 and P-107317 N807LX Raytheon Aircraft Company Model Hawker 800XP, Serial Number 258413, with 2 Honeywell TFE731-5BR engines, serial numbers P-107356 and P-107370 N700LX Cessna Model 750, Serial Number 750-0038, with 2 Rolls Royce AE3007C engines, serial numbers CAE330084 and CAE330071 N482LX Raytheon Aircraft Company Model 400A, Serial Number RK- 413, with 2 Pratt & Whitney Canada IT15D engines, serial numbers PCE- JA0612 and PCE-JA0613 N406LX Beech Model 400A, Serial Number RK-178, with 2 Pratt & Whitney Canada JT1513-5 engines, serial numbers PCE-JA0125 and PCE- JA0124 CWDOCS 652296v1 ff t PY/ SDNY_GM_02758638 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 0 0 a 0 8 ix 1:1 EFTA_00245560 EFTA01330023

SDNY_GM_027513639 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245561 EFTA01330024

N417LX Raytheon Aircraft Company Model 400A. Serial Number RK- 230, with 2 Pratt & Whitney Canada JT15D-5 engines, serial numbers PCE-JA0228 and PCFAA0227 N459LX Raytheon Aircraft Company Model 400A, Serial Number RK- 365, with 2 Pratt & Whitney Canada JTI5D-5 engines, serial numbers PCE-JA0511 and PCE-JA0510 N443LX Raytheon Aircraft Company Model 400A, Serial Number RK- 237, with 2 Pratt & Whitney Canada JTI5D-5 engines, serial numbers PCE-JA0243 and PCE-JA0240 N493CW Beech Model 400A, Serial Number RK-93, with 2 Pratt & Whitney JT15D-5 engines, serial numbers PCE100364 and PCE100365 N704LX Cessna Model 750, Serial Number 750-0091, with 2 Rolls Royce AE3007C engines, serial numbers CAE-330199 and CAE-330196 N709TA Beech Model 400A, Serial Number RK-180, with 2 Pratt & Whitney Canada ITI5D-5 engines, serial numbers PCE-JA0129 and PCE- JA0128 N787TA Raytheon Aircraft Company Model 400A, Serial Number RIC- 260, with 2 Pratt & Whitney JTI5D-5 engines, serial numbers PCE- JA0287 and PCE-JA0291 N904LX Embraer Model EMB-135B1, Serial Number 145780, with 2 Rolls Royce AE3007A1E engines, serial numbers CAD 12547 and CAE3 12590 N848FL Raytheon Aircraft Company Model Hawker 800XP, Serial Number 258648, with 2 Honeywell International, Inc. TFE731-5BR engines, serial numbers P-107850 and P-107849 N418LX Raytheon Aircraft Company Model 400A, Serial Number RK- 234, with Pratt & Whitney JT15D-5 engines, Serial Numbers PCE- JA0238 and PCE-JA0434 and that you keep and secure in your hands the property so attached, unless replevied, that the same may be liable to further proceedings thereon to be had before our court in Albany, Texas, County of Shackelford. You will true return make of this writ on or before 10 a. m. of Monday, the 26th day of April, 2010, showing how you have executed the same. 2 CWDOCS 652296v1 SDNY_GM_02758640 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245562 EFTA01330025

SDNYGM02758641 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245563 EFTA01330026

Given under my hand and seal of office on April 71 , 2010 District Cler Shackelford County, Texas C Copies of the Application, Affidavit, Order and Notice are attached. 3 CWDOCS 652296vI SDNY GM 02758642 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245564 EFTA01330027

VVI0W/1)10 A113 Vii01O1)10 hT C Lid hT 8dd 016? kid ti011v8151334 .1.31O30131,/ tiV3 111.11A a 11J SDNY_GM_02758643 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245565 EFTA01330028

MAL AVIAtiON. LLC v. FLIGHT OPTIONS, IAL7 C-AtA5C NO. "2-0 I (7-02( 0 TitE .P.L.s_raccr C-0 tA -t- § SUIACKELFORD COUNTY, TEXAS § § 259' JUDICIAL DISTRICT OFFICER'S RETURN FOR sykar OF_ATTACRMENT eft CAME TO HAND at :L3 .m. on the V -' day of Alert I MAC! and executed at 7:06 kM. on the 13th day of April, 2010 at the registered agent of Flight Options, LLC, The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801, by serving by certified mail, return receipt requested on the registered agent of Hight Options, LLC above stated; it• efr,hifofints, Lt.G. 44„ The property remains twilaag tuatodyisuflaject to the further order of the court issuing the writ. The distance actually traveled by rice in execution of this process was my fees are S Miles, and ditria?..4/Sc.ate, SfiERIFF-O ONSTABLIE FLED Len 201Oc,5:ex) cATHEy- E COUNT( & 0tSTRLItCT CLERK SHACKELFORD COUNTY -1 SDNY_GM02758644 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245566 EFTA01330029

SDNYGM02758645 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245567 EFTA01330030

CAUSE NO. JNV AVIATION, LLC vs. FLIGHT OPTIONS, LLC z-oio - oz(O IN THE DISTRICT COURT OF SHACKELFORD COUNTY, TEXAS 259TH JUDICIAL DISTRICT DC PARTE MOTION FOR PREJUDGMENT WRIT OF ATTACHMENT AND SUGGESTIONS IN SUPPORT Plaintiff JNV Aviation, LLC ("JNV"), pursuant to Tex. Civ. Prac. & Rem. Code Ann. §§ 61.001 and 61.002, moves for an Order attaching the below described property of Defendant Flight Options, LLC ("Flight Options") in its possession. hi support of this Motion, JNV states as follows: I. JNV has filed a Petition against Flight Options in this Court, seeking damages against Flight Options. All conditions precedent have been performed or have occurred. A true and correct copy ofiNV's Petition against Flight Options is attached hereto as Exhibit A, and the allegations contained therein are incorporated by reference as if fully set forth herein. 2. Tex. Civ. Prac. & Rem. Code Ann. § 61.001 permits attachment where (1) the defendant is justly indebted to the plaintiff, (2) the attachment is not sought for the purpose of injuring or harassing the defendant; (3) the plaintiff will probably lose his debt unless the writ of attachment is issued; and (4) specific grounds for the writ exist under Section 61.002. CWDOCS 6517950 0 6 F20111.0 E‘ D I:ondefr, APR CATHEY LEE COUNTY & DISTRICT CLERK SHACKELFORD COUNTY, TX DEPUTY SDNY_GM_02758646 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245565 EFTA01330031

SDNY GM 02758647 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245569 EFTA01330032

3. Tex. Civ. Prac. & Rem. Code Ann. § 61.002 permits attachment where "the defendant is not a resident of this state or is a foreign corporation or is acting as such." 4. Flight Options is a Delaware limited liability company whose chief office or place of business is outside the State of Texas and is located at 26180 Curtis Wright Parkway, Cleveland, OH 44143. Flight Options entered into a contract with JNV, a resident of Texas, that was to be performed in whole or in part by either party in the state of Texas. Defendant deliberately engaged in significant activities in Texas, partly performable in Shackelford County, Texas where the Plaintiff's principal office is located. The causes of action herein alleged arise from or are connected with Defendant's acts in Texas. The exercise ofjurisdiction by this Court satisfies traditional notions of fair play and substantial justice. See O'Brien v. Lanoar 399 SW2d 340 (Tex. 1996). Attached hereto as Exhibit B is the affidavit of Donald R. Fitzgibbons, Chief Financial Officer ofJNV, confirming pursuant to Tex. Civ. Prac. & Rem. Code Ann. §§ 61.001 and 61.002 that he has good reason to believe, and does believe, in the existence of a cause which, according to Tex. Civ. Prac. & Rem. Code Ann. §§ 61.001 and 61.002, entitles JNV to seek attachment. 5. Upon information and belief, Flight Options owns aircraft with the following tail numbers: a. N746TA b. N85213( c. N807LX d. N700LX e. N482LX f N406LX g. N417LX h. N459LX 2 CWDOCS651795v1 SDNY_GM_02 758648 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245570 EFTA01330033

SONY GM 02758649 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245571 EFTA01330034

i. N443LX j. N493 CW k. N704LX I. N709TA m. N787TA n. N904LX o. N848FL p. N4 I 8LX 6. Each of these aircraft is in Flight Options' possession and is listed in the FAA registry, which maintains and records the ownership of or security interests in these aircraft. 7. INV seeks to attach an interest in these aircraft having a value of $900,000.00. 8. Pursuant to Tex. R. Civ. P. 592a, Ink writ of attachment shall issue until the party applying therefor has filed with the officer authorized to issue such writ a bond payable to the defendant in the amount fixed by the court's order, with sufficient surety or sureties as provided by statute to be approved by such officer, conditioned that the plaintiff will prosecute his suit to effect and pay to the extent of the penal amount of the bond all damages and costs as may be adjudged against him for wrongfully suing out such writ of attachment." Accordingly, JNV requests the Court set a bond in an amount it determines would provide adequate security to Defendant Flight Options should it later be determined INV wrongfully sued out the writ of attachment. JNV stands ready, willing and able to file a bond with the Court. 9. Attached hereto as Exhibit C is a proposed Order granting INV's Motion for Prejudgment Attachment against Flight Options. 10. Attached hereto as Exhibit D is a proposed Writ of Attachment directed to the Sheriff or any Constable of any county in the state of Texas. 3 CWDOCS 651795v1 SDNY_GM_02758650 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245572 EFTA01330035

SONYGM02758651 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245573 EFTA01330036

11. Attached hereto as exhibit F is a proposed Notice directed to Flight Options pursuant to Tex. R. Civ. P. 598a, which notifies Flight Options of its right to file a replevy bond or to request dissolution of the writ. WHEREFORE, for the reasons stated herein as well as the attached Petition, JNV seeks prejudgment attachment against property, real and personal, of Flight Options, said attachment to include the aircraft listed in paragraph 5 above, as will be sufficient to satisfy a total of $900,000.00, and granting such other and further relief that Plaintiff may be entitled to under statutory and common law and as the Court deems just and equitable. Respectfully submitted, LATHROP & GAGE LLP By: Leonard B. Rose TX #785454 2345 Grand Boulevard, Suite 2800 Kansas City, MO 64108 Telephone: (816) 292-2000 Facsimile: (816) 292-2001 [email protected] 4 CV/DOCS 651795O Colton P. State Bar o 0696100 316 S. 2nd reet P. O. Box 2196 Albany, Texas 76430 Tel. (325) 762-2229 Fax (325) 762-2909 [email protected] Attorneys for Plaintiff SDNY_GM_02758652 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245574 EFTA01330037

SDNY_GM_02758653 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245575 EFTA01330038

.. • CAUSE NO. 7' 010 01-4 JNV AVIATION, LLC vs. FLIGHT OPTIONS, LLC IN THE DISTRICT COURT OF SHACKELFORD COUNTY, TEXAS 259111 JUDICIAL DISTRICT PLAINTIFF'S ORIGINAL PETITION Plaintiff JNV Aviation, LLC (hereinafter "JNV") for its cause of action against Defendant states and alleges as follows: PARTIES. JURISDICTION AM) VENUE 1. Plaintiff affirmatively pleads that discovery should be conducted in accordance with a tailored discovery control plan under Civil Procedure Rule 190.4. 2. Plaintiff.INV is a Texas limited liability company whose principal place of business is located in Albany, Texas. 3. Defendant Flight Options, LLC ("Flight Options") is a Delaware limited liability company, which does business in the state of Texas, and whose principal place of business is located at 26180 Curtis Wright Parkway, Cleveland, OH 44143. Flight Options may be served with process through its resident agent The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801. 4. Flight Options entered into a contract with JNV, a resident of Texas, which was to be performed in whole or in part by either party in Texas. Defendant deliberately engaged in significant activities in Texas, partly performable in Shackelford County, Texas where the Plaintiff's principal office is located. The causes of action herein alleged arise from or are connected with Defendant's acts in Texas. The exercise of jurisdiction by this Court satisfies traditional notions of fair play and substantial justice. See O'Brien v. Lanpar 399 SW2d 340 (Tex. 1996). CWDOCS 651795v1 ',,CHTBIT A SDNYGM 02758654 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245576 EFTA01330039

SDNY GM 02758655 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245577 EFTA01330040

5. Venue is proper in this Court pursuant to Bus. & Com. Code 17.56 and/or CPRC 15.002(aX1). FACTS COMMON TO ALL COUNTS 6. On or about April 18, 2002, AVJ Exploration Corp., a Texas corporation, entered into a Purchase Agreement with Flight Options, whereby it purchased an 18.75% undivided interest in a Cessna CitationJet/525 aircraft bearing FAA Registration Number N253CW (hereinafter "N253CW") owned by Flight Options. 7. On or about May I, 2002, AVJ Exploration Corp. entered into a Purchase Agreement with Flight Options, whereby it purchased a 6.25% undivided interest in a Cessna Citation V — 560 aircraft bearing FAA Registration Number N583CW (hereinafter "N583CW") owned by Flight Options. 8. Subsequently, AVJ Exploration Corp. transferred its interests in N253CW and N583CW to JNV, along with its rights under the Purchase Agreements with Flight Options. Flight Options approved this transfer. 9. Pursuant to the terms of the Purchase Agreements, JNV's interests in the aircraft could be, and were, periodically exchanged for comparable interests in similar aircraft 10. Due to various exchanges as allowed by the Purchase Agreements, JNV currently owns intcrests in the aircraft with the following tail numbers (the "Aircraft"): a. N413LX b. N448LX 11. Both of the Purchase Agreements contain provisions allowing Flight Options to terminate, after 60 months, the aircraft ownership program which involves aircraft of the same make and model as the aircraft in which JNV owned interests. Upon CWDOCS 651795v1 SDNY_GM_02758656 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245578 EFTA01330041

SDNYGM02758657 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245579 EFTA01330042

such an occurrence, Flight Options would have the option to repurchase JNV's interests upon 90 days notice and pursuant to the Purchase Agreements' terms as to calculating repurchase value. 12. Both Purchase Agreements further provide that JNV, at any time after 730 days, may require Flight Options to repurchase its interests upon 90 days notice and pursuant to the Purchase Agreements' terms as to calculating repurchase value. 13. In March 2006, Flight Options notified JNV that it would be terminating the aircraft ownership program involving aircraft of the same make and model as the aircraft in which JNV owned interests at the expiration of the Purchase Agreements. 14. JNV, pursuant to the terms of the Purchase Agreements, notified Flight Options of its intent to require Flight Options to repurchase JNV's interest in the Aircraft. IS. Despite JNV's notice to Flight Options, Flight Options has failed, refused or neglected to repurchase JNV's interests in the Aircraft. COUNT I — BREACH OF CONTRACT 16. JNV adopts the allegations in paragraphs 1 through 15 as though fully set forth herein. 17. Flight Options is obligated to repurchase JNV's interests in the Aircraft pursuant to the terms of the Purchase Agreements and at the value the interests would have had as of August 1, 2007. 18. Despite notice, Flight Options has not repurchased JNV's interests in the Aircraft. 19. Flight Options has failed, refused or neglected to pay JNV the repurchase value the interests would have bad as of August 1, 2007. -3- CWD0CS 651795v1 SDNY_GM_02758658 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245580 EFTA01330043

SDNYGM02758659 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 002455R1 EFTA01330044

20. Flight Options' failure to repurchase JNV's interests in the Aircraft at the repurchase value the interests would have had as of August 1, 2007 constitutes a breach of the Purchase Agreements, and Flight Options has failed to perform its contractual obligations. 21. JNV has performed all of its obligations under the Purchase Agreement. 22. All conditions precedent have been performed or have occurred. 23. JNV has been damaged by Flight Options' refusal to comply with the terms of the Purchase Agreements. WHEREFORE, Plaintiff JNV Aviation, LLC respectfully requests that the Court enter Judgment in favor of NV and against Defendant Flight Options on Count I in an amount not to exceed $900,000.00, plus its costs of this action, post-judgment interest and attorney's fees, and for such other and further relief that Plaintiff is entitled to under statutory and common law and that the Court deems just and equitable. COUNT U - FRAUDULENT INDUCEMENT 24. JNV adopts the allegations in paragraphs I through 23 as though fully set forth herein. 25. By e-mail dated April 24, 2002, and during the negotiations for the sale of interests in N583CW and N253CW to JNV, Flight Options represented that it would not terminate the aircraft ownership programs involving the aircraft in which JNV owned interests for a period of five years and 90 days after the sale of the last shares in these programs. Flight Options further represented that it was still selling shares in both programs at that time. -4- CWD0CS 65179Sv1 SDNY_GM_O2i58660 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245582 EFTA01330045

SDNY GM 02758661 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245583 EFTA01330046

26. Flight Options made these representations in order to induce JNV to purchase interests in N583CW and N253CW from Flight Options. 27. At the time Flight Options made these representations, it knew they were false. 28. In reliance upon these representations, JNV purchased interests in N583CW and N253CW from Flight Options. 29. Flight Options terminated the aircraft ownership programs involving the aircraft in which JNV owned interests before the expiration of five years and 90 days after the sale of the last shares in these programs. 30. Flight Options induced JNV to purchase interests in N583CW and N253CW though these material misrepresentations. 31. Flight Options intended JNV to act upon these material misrepresentations. 32. JNV reasonably relied upon Flight Options representations in purchasing interests in N583CW and N253CW from Flight Options. 33. As a direct result of Flight Options' actions, JNV was damaged. 34. Flight Options' material misrepresentations in order to induce JNV to purchase interests in N583CW and N253CW were outrageous because of Flight Options' evil motive or reckless indifference to the rights of others, such that punitive damages are warranted. WHEREFORE, Plaintiff JNV Aviation, LLC respectfully requests that the Court enter Judgment in favor of JNV and against Defendant Flight Options on Count I] in an amount not to exceed $900,000.00, plus punitive damages, its costs of this action, post- CWDOCS 651795v1 SDNY_GM_02758662 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245584 EFTA01330047

SDNY GM 02758663 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245585 EFTA01330048

judgment interest and attorney's fees, and for such other and further relief that Plaintiff is entitled to under statutory and common law and that the Court deems just and equitable. COUNT III — VIOLATION OF DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT 35. JNV adopts the allegations in paragraphs I through 34 as though fully set forth herein. 36. In making the misrepresentations to INV detailed above, Flight Options violated the Texas Deceptive Trade Practices Act in the following particulars: a. by representing that goods or services have characteristics which they do not have; b. by representing that an agreement confers or involves rights, remedies, or obligations which it does not have or involve; c. by failing to disclose information concerning goods or services which was known at the time of the transaction intending to induce the consumer into a transaction into which the consumer would not have entered had the information been disclosed; 37. JNV reasonably relied, to its detriment, upon these misrepresentations by Flight Options. 38. Flight Options knowingly and/or intentionally made the above-described misrepresentations to JNV. 39. JNV was damaged as a direct result of these violations by Flight Options. WHEREFORE, PlaintiffINV Aviation, LLC respectfully requests that the Court enter Judgment in favor of NV and against Defendant Flight Options on Count III in an amount not to exceed $900,000.00, plus any and all damages allowed by statute including treble and/or punitive damages pursuant to Tex. Bus. & Comm. Code Ann. § 17.50, its -6- CWDOCS 651795v I SDNY_GM_02758664 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245586 EFTA01330049

SONY GM 02758665 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245557 EFTA01330050

costs of this action, post-judgment interest and attorney's fees, and for such other and further relief that Plaintiff is entitled to under statutory and common law and that the Court deems just and equitable. Respectfully submitted, LATHROP & GAGE LLP By: Leonard B. Rose TX #785454 2345 Grand Boulevard, Suite 2800 Kansas City, MO 64108 Telephone: (816) 292-2000 Facsimile: (816) 292-2001 [email protected] By: Colton P. Johnson State Bar No. 96100 316 S. 2n° cot P. O. 'fox 2196 Albany, Texas 76430 Tel. (325) 762-2229 Fax (325) 762-2909 [email protected] Attorneys for Plaintiff SDNY_GM_02758666 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245588 EFTA01330051

SDNY_GM_02758667 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245589 EFTA01330052

CAUSE NO. JNV AVIATION, LW vs. FLIGHT OPTIONS, LLC COUNTY OF SHACKELFORD STATE OF TEXAS IN THE DISTRICT COURT OF SHACKELFORD COUNTY, TEXAS 259TH JUDICIAL DISTRICT AFFIDAVIT I, Donald R. Fitzgibbons, being of lawful age and first duly sworn on oath, depose and state as follows: 1. I am, and at all time relevant to this action have been, the Chief Financial Officer of JNV Aviation, LLC ("JNV"). I have personal knowledge of the facts stated herein and such facts are true and correct. I am capable and competent to make this Affidavit 2. JNV has brought just demand through the filing of a Petition for breach of contract, fraudulent inducement and violation of the Texas Deceptive Trade Practices- Consumer Protection Act in this Court against Defendant Flight Options, LLC in the amount of $900,000.00, plus punitive and treble damages, its costs of this action, attorney's fees and post-judgment interest, for amounts owed by Flight Options, LLC to JNV for the repurchase of interests currently owned by JNV in certain aircraft. 3. Defendant Flight Options, LLC is justly indebted to JNV. 4. Attachment is not sought for the purpose of injuring or harassing Defendant Flight Options, LLC. CWDOCS 652311v1 EXHIBIT SDNY_GM_02758668 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245590 EFTA01330053

SDNY_GM_02758669 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245591 EFTA01330054

5. JNV will probably lose its debt unless the writ of attachment is issued. Upon information and belief, Flight Options, LLC is not qualified to do business in the state of Texas and has no assets, other than the listed aircraft, in the state of Texas. 6. Defendant Flight Options, LLC is a foreign corporation which is organized under the laws of the state of Delaware and whose principal place of business is located in Ohio. Flight Options, LLC entered into a contract with JNV, a resident of Texas, that was to be performed in whole or in part by either party in the state of Texas. FURTHER AFFIANT SAYETH NAUGHT. Subscribed and sworn to before me this for L day of April, 2010. Notaryy Public in and for Said County and State My Commission Expires: 1O-1- a.ox3 2 CWDOCS 652311.1 •••••• 5••••••••••••*• ••••• •••• ******* ity. t'pk t Ueda Davis ie4 ' • Notary Public lir. •tri STATE OF TEXAS %,...sti: . (tee, My Commission Expires 10/07/2013 5CTI&GM_027586713 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245592 EFTA01330055

SDNY_GM_02758671 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245593 EFTA01330056

CAUSE NO. JNV AVIATION, LLC vs. FLIGHT OPTIONS, LLC IN THE DISTRICT COURT OF SHACKELFORD COUNTY, TEXAS 259T" JUDICIAL DISTRICT ORDER GRANTING MOTION FOR PREJUDGMENT WRIT OF ATTACHMENT The matter now before the Court is Plaintiff )NV Aviation, LLC's ("NV") Ex Porte Motion for Prejudgment Writ of Attachment (the "Motion"). The Court, having reviewed the Motion and attached exhibits, and for good cause shown, hereby grants INIV's Motion. The Court finds that (I) the defendant is justly indebted to the plaintiff, (2) the attachment is not sought for the purpose of injuring or harassing the defendant; (3) the plaintiff will probably lose his debt unless the writ of attachment is issued; and (4) that the defendant is a foreign corporation. The Court further finds, pursuant to Tex. R. Civ. P. 592a, that a bond in the amount of $ would provide adequate security to Defendant Flight Options, LLC should it later be determined JNV wrongfully sued out the writ of attachment. The Court further finds that the amount of bond required of Defendant Flight Options, LLC to replevy shall be $910,000.00, which is the amount of Plaintiffs claim, one year's accrual of interest and the estimated costs of court. CWDOCS 6$2293v1 EXHIBIT SDNY_GM_02758672 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245594 EFTA01330057

SDNYGM02758673 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245595 EFTA01330058

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that, upon filing of a bond in the amount of $ by JNV, the Clerk of the District Court shall issue a Writ of Attachment directing the sheriff of any county in this State to attach property, real and personal, of Flight Options, LLC as will be sufficient to satisfy a total amount of $900,000.00, and it is ordered the attached property be kept safe and preserved subject to further orders of the court. Said attachment shall include, but not be limited to, aircraft with tail numbers: N746TA, N852LX, N807LX, N700LX, N482LX, N406LX, N417LX, N459LX, N443LX, N493CW, N704LX, N709TA, N787TA, N904LX, N848FL and N418LX. IT IS SO ORDERED. Date: April 6, 2010 District Court Judge 2 CWDOCS 652293v1 SDNY_GM_02758674 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245596 EFTA01330059

SONYGMJ)2758675 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245597 EFTA01330060

CAUSE NO. tOk° Wz'C' JNV AVIATION, LLC vs. FLIGHT OPTIONS, LLC The State of Texas IN THE DISTRICT COURT OF SHACKELFORD COUNTY, TEXAS 259TH JUDICIAL DISTRICT WRIT OF ATTACHMENT To the Sheriff or any Constable of any County of the State of Texas, greeting: We command you that you attach forthwith so much of the property of Flight Options, LLC, as shall be of value sufficient to make the sum of $900,000, and the probable costs of suit, to satisfy the demand of JNV Aviation, LLC, including, but not limited to, any rights Flight Options, LLS has in the aircraft described as follows: N746TA Beech Model 400A, Serial Number RK-146, with 2 Pratt & Whitney Canada JTISD engines, serial numbers PCE-JA0059 and PCE- JA0060 N852LX Raytheon Aircraft Company Model Hawker 800XP, Serial Number 258397, with 2 Garrett TFE731-513R engines, serial numbers P- 107298 and P-107317 N807LX Raytheon Aircraft Company Model Hawker 800XP, Serial Number 258413, with 2 Honeywell TFE731-5BR engines, serial numbers P-107356 and P-107370 N700LX Cessna Model 750, Serial Number 750-0038, with 2 Rolls Royce AE3007C engines, serial numbers CAE330084 and CAE330071 N482LX Raytheon Aircraft Company Model 400A, Serial Number RK- 413, with 2 Pratt & Whitney Canada JT15O engines, serial numbers PCE- JA0612 and PCE-JA0613 N406LX Beech Model 400A, Serial Number RK-178, with 2 Pratt & Whitney Canada JT1513-5 engines, serial numbers PCE-JA0125 and PCE- JA0124 CV/DOCS 652296v1 EXI-11BIT 1-7 SDNY_GM_02758676 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245598 EFTA01330061

SDNYGM02758677 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245599 EFTA01330062

N4I 7LX Raytheon Aircraft Company Model 400A. Serial Number RK- 230, with 2 Pratt & Whitney Canada JT15D-5 engines, serial numbers PCE-JA0228 and PCE-JA0227 N459LX Raytheon Aircraft Company Model 400A, Serial Number RK- 365, with 2 Pratt & Whitney Canada ITI5D-5 engines, serial numbers PCE-JA0511 and PCE-JA051 0 N443LX Raytheon Aircraft Company Model 400A, Serial Number RK- 237, with 2 Pratt & Whitney Canada JTI5D-5 engines, serial numbers PCE-JA0243 and PCE-JA0240 N493CW Beech Model 400A, Serial Number RK-93, with 2 Pratt & Whitney JTI5D-5 engines, serial numbers PCE100364 and PCEI00365 N704LX Cessna Model 750, Serial Number 750-0091, with 2 Rolls Royce AE3007C engines, serial numbers CAE-330199 and CAE-330196 N709TA Beech Model 400A, Serial Number RK-180, with 2 Pratt & Whitney Canada JT15D-5 engines, serial numbers PCE-JA0129 and PCE- JA0128 N787TA Raytheon Aircraft Company Model 400k Serial Number RK- 260, with 2 Pratt & Whitney JT15D-5 engines, serial numbers PCE- JA0287 and PCE-JA0291 N904LX Embraer Model EMB-135BJ, Serial Number 145780, with 2 Rolls Royce AE3007AIE engines, serial numbers CAE312547 and CAE3 12590 N848FL Raytheon Aircraft Company Model Hawker 800XP, Serial Number 258648, with 2 Honeywell International, Inc. TFE731-5BR engines, serial numbers P-107850 and P-107849 N4I8LX Raytheon Aircraft Company Model 400A, Serial Number RK- 234, with Pratt & Whitney JT I5D-5 engines, Serial Numbers PCE- JA0238 and PCE-JA0434 and that you keep and secure in your hands the property so attached, unless replevied, that the same may be liable to further proceedings thereon to be had before our court in Albany, Texas, County of Shackelford. You will true return make of this writ on or before 10 a. in. of Monday, the 26th day of April, 2010, showing how you have executed the same. 2 CWDOCS 652296v1 SDNY_GM_0275867S SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245600 EFTA01330063

SDNY GM 02758679 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245601 EFTA01330064

Given under my hand and seal of office on April 2010 District Clerk Shackelford County, Texas 3 CWDOCS 652296v1 SDNY_GM_02758680 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245602 EFTA01330065

SDNY GM 02758681 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245603 EFTA01330066

CAUSE NO. JNV AVIATION, LW vs. FLIGHT OPTIONS, LW IN THE DISTRICT COURT OF SHACKELFORD COUNTY, TEXAS i59.111 JUDICIAL DISTRICT OFFICER'S RETURN FOR WRIT OF ATTACHEMENT CAME TO HAND at executed at .M. on the day of on the day of at and County, Texas by taking into possession the following property: The property remains in my custody, subject to the further order of the court issuing the writ. The distance actually traveled by me in execution of this process was miles, and my fees are S SHERIFF OR CONSTABLE SDNY_GM_02758682 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245604 EFTA01330067

SONY GM 02758683 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245605 EFTA01330068

JNV AVIATION, LLC vs. FLIGHT OPTIONS, LLC CAUSE NO. 2,9(0 -ego IN THE DISTRICT COURT OF SHACICELFORD COUNTY, TEXAS 259111JUDICIAL DISTRICT NOTICE To Flight Options, LLC, Defendant: You are hereby notified that certain properties alleged to be owned by you have been attached. If you claim any rights in such property, you are advised: YOU HAVE A RIGHT TO REGAIN POSSESSION OF THE PROPERTY BY FILING A REPLEVY BOND. YOU HAVE A RIGHT TO SEEK TO REGAIN POSSESSION OF THE PROPERTY BY FILING WITH THE COURT A MOTION TO DISSOLVE THIS WRIT. Copies of the Writ of Attachment, the application and accompanying affidavits, and orders of the court are attachcd. CWDOCS 652309"! EXHIBIT SDNY_GM_02758684 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245606 EFTA01330069

SDNYGM02758685 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245607 EFTA01330070

Respectfully submitted, LATHROP & GAGE LLP By: Leonard B. Rose TX 4785454 2345 Grand Boulevard, Suite 2800 Kansas City, MO 64108 Telephone: (816) 292-2000 Facsimile: (816) 292-2001 [email protected] Attorneys for Plaintiff By: Colton P. Johnson State Bar No. 10696100 316 S. 2nd Street P. O. Box 2196 Albany, Texas 76430 Tel. (325) 762-2229 Fax (325) 762-2909 Attorneys for Plaintiff 2 CWDOCS 652309v1 SDNY_GM_02758686 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245608 EFTA01330071

SDNY_GM_02758687 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245609 EFTA01330072

CAUSE NO. c2010 - 0,n JNV AVIATION, LLC vs. FLIGHT OPTIONS, LLC IN THE DISTRICT COURT OF SHACKELFORD COUNTY, TEXAS 259711 JUDICIAL DISTRICT ORDER GRANTING MOTION FOR PREJUDGMENT WRIT OF ATTACHMENT The matter now before the Court is Plaintiff JNV Aviation, LLC's ("JNV') Ex Pane Motion for Prejudgment Writ of Attachment (the "Motion"). The Court, having reviewed the Motion and attached exhibits, and for good cause shown, hereby grants JNV's Motion. The Court finds that (I) the defendant is justly indebted to the plaintiff, (2) the attachment is not sought for the purpose of injuring or harassing the defendant; (3) the plaintiff will probably lose his debt unless the writ of attachment is issued; and (4) that the defendant is a foreign corporation. The Court further finds, pursuant to Tex. R. Civ. P. 592a, that a bond in the amount of $.500 would provide adequate security to Defendant Flight Options, LLC should it later be determined JNV wrongfully sued out the writ of attachment. The Court further finds that the amount of bond required of Defendant Flight Options, LLC to replevy shall be $910,000.00, which is the amount of Plaintiffs claim, one year's accrual of interest and the estimated costs of court. CWDOCS 652293v1 FILED APR 0 6 2010 e y:57 f in CATHEY LEE COUNTY & DISTRICT CLERK SHACKELFORD COUNTY, TX Staid e." DEPUTY SDNY_GM_02758688 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245610 EFTA01330073

SDNY_GMJVMEM89 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002456II EFTA01330074

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that, upon filing of a bond in the amount of $4000 by JNV, the Clerk of the District Court shall issue a Writ of Attachment directing the sheriff of any county in this State to attach property, real and personal, of Flight Options, LLC as will be sufficient to satisfy a total amount of $900,000.00, and it is ordered the attached property be kept safe and preserved subject to further orders of the coun. Said attachment shall include, but not be limited to, aircraft with tail numbers: N746TA, N852LX, N807LX, N700LX, N482LX, N406LX, N4 I7LX, N4S9LX, N443LX, N493CW, N704LX, N709TA, N787TA, N904LX, N848FL and N418LX. IT IS SO ORDERED. Date: April 6.2010 2 CWDOCS 652293v1 strict Court Ju ge SDNY_GM_02758690 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245612 EFTA01330075

SDNY_GM_02758691 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002456 I 3 EFTA01330076

JNV AVIATION, LLC vs. FLIGHT OPTIONS, LLC CAUSE NO. 20\0 - O v IN THE DISTRICT COURT OF SHACKELFORD COUNTY, TEXAS 259TH JUDICIAL DISTRICT NOTICE To Flight Options, LLC, Defendant: You arc hereby notified that certain properties alleged to be owned by you have been attached. If you claim any rights in such property, you are advised: YOU HAVE A RIGHT TO REGAIN POSSESSION OF THE PROPERTY BY FILING A REPLEVY BOND. YOU HAVE A RIGHT TO SEEK TO REGAIN POSSESSION OF THE PROPERTY BY FILING WITH THE COURT A MOTION TO DISSOLVE THIS WRIT. Copies of the Writ of Attachment, the application and accompanying affidavits, and orders of the court arc attached. FLED APR 0 7 2010 a ENCam CATHEY LEE COUNTY & DISTRICT CLERK SHACKELFORD COUNTY, TX CWDOCS 652309v1 DEPUTY SDNY_GM_02758692 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245614 EFTA01330077

SDNYGM02758693 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245615 EFTA01330078

Respectfully submitted, LATHROP & GAGE LLP By Leonard B. Rose TX N785454 2345 Grand Boulevard, Suite 2800 Kansas City, MO 64108 Telephone: (816) 292-2000 Facsimile: (816) 292-2001 Irosegathropgage.com Attorneys for Plaintiff 2 CWDOCS 6$2309v1 By: Colton State B o. 10696100 316 S. 2nd Street P. O. Box 2196 Albany, Texas 76430 Tel. (325) 762-2229 Fax (325) 762-2909 Attorneys for Plaintiff SDNY_GM_02758694 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245616 EFTA01330079

VHOEWINO A110 Vhi0871NO • hi C ►idh r lidd Ole , 4e hownasiminvioinv ztArktibi 03111 SDNY_GM_02758695 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245617 EFTA01330080

DOCUMENT LEVEL ANNOTATIONS ORIG #2695 TO C&D SF 5/5/10 REFUNDED $160.00 TO C&D ON 5/5/10 SDNY_GM_02758696 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245618 EFTA01330081

SONY_GM_02758697 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245619 EFTA01330082

U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION RECORDEDCONVEYANCE FILED IN: 'MAC VITA SERIAL NUM: RK-260 MIR: RAYTHEON AIRCRAFT COMPANY ANY MODEL 400A AIR CARRIER: This form is to be used in cases where a conve)ance corers several aircraft and engines, propellers, or locations. File original of this fort with the recorded conveyance and a copy in each aircraft folder involved TYPE OF CONVEYANCE AIRCRAFT MORTGAGE .@. SECURITY AGREEMENT SUII:EMENT NO I SEE CONVEYANCE 455002341 DOC ID 1611 PG1 DATE EXECUTED 7/27/09 FROM FLIGHT OPTIONS LLC DOCUMENT NO. IR003607 TOOR ASSIGNED TO FO FINANCING LLC DATE RECORDED AUG I I. 2009 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: Total Spare Parts: N787TA P&W C JTI 5D-5 PCE4A0287 P&W C ITISD-5 PCE4A029I WS-750-23R (02108) SDNY_GM_02 758698 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O24562O EFTA01330083

SDNY_GM_02758699 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245621 EFTA01330084

I here,,, era'. • -u J true and r. t. • . • 'n3 onginal O 0 Lie Sea ria tu Certified Copy to be Recorded by FAA O 0 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT SUPPLEMENT NO. 1 a THIS Ilr ,. CRAFT MORTGAGE AND SECURITY AGREEMENT SUPPLEMENT NO. 1 dated (II ,Q1 , 2009 (this "Mortgage Supplement") is made by Flight Options LLC (the "Grantor"), in favor of FO Financing, LLC (the "Mortgagee"). WITNEaaETH: 092081406366 515.00 07/27/2009 WHEREAS, the Mortgage, described and defined on Exhibit I, attached hereto (capitalized terms used herein but not defined shall have the meaning ascribed to them in the Mortgage), between Grantor and Mortgagee was entered into between the Grantor and Mortgagee in order to secure the Obligations under the Credit and Security Agreement; WHEREAS, this Mortgage Supplement relates to the collateral described in Exhibit I hereto, and this Mortgage Supplement shall be in addition to, and shall in no way release any liens, security interests or international interests previously granted under the Mortgage; NOW, THEREFORE, the Grantor and Grantee hereby agree as follows: The terms Mortgage Collateral, Airframe and Engines as used in the Mortgage are hereby supplemented and amended to include and add the Fractional Interest described on Exhibit I attached hereto, in addition to any other collateral subject to the Mortgage. To secure the due and prompt payment and performance of the Obligations at any time owing to the Mortgagee, the Grantor hereby assigns, mortgages, transfers and confirms unto the Mortgagee and hereby grants to the Mortgagee a first priority security interest, subject to no other Liens, in all right, title and interest of the Grantor in and to the following property and agrees that the foregoing, together with the other provisions of this Mortgage, creates in favor of the Mortgagee an International Interest in the Fractional Interest, as collateral security for the prompt and complete payment and performance when due of all the Obligations: (a) the Fractional Interest and all replacements thereof and substitutions therefor to which the Grantor shall from time to time acquire title as provided herein, or any replacements or substitutions therefor, as provided in the Mortgage; (b) all Records, including without limitation, all Records required to be maintained by the FAA or any other governmental entity, domestic or foreign, having jurisdiction over the Grantor or the Fractional Interest; (c) all policies of insurance including, without limitation, any insurance policies required to be maintained by Grantor hereunder relating to the Fractional Interest and all payments and proceeds and all rights to payment or compensation received or to be received under any such policies of insurance in respect ,of any loss or damage to and/or relating to or involving the Fractional Interest or any part thereof and all compensation and other payments of any kind with respect to the Fractional Interest, including, but not limited to the insurance required hereunder, under the Credit and Security Agreement and all payments and compensation and rights to payment and/or compensation in respect of any requisition, Page I 0 00 a a° 13-1O 3 CERGIR A SDNY_GM_02758700 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245622 EFTA01330085

1,niouv • v"iivixo r Li • wd I ze wit, 6n 48 7 di ≥, 3 V 9'4 H 2.1:1 f5 „ SDNY_GIV1_02758701 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245623 EFTA01330086

forfeiture, seizure, detention or other loss of title to or the use or possession of the Fractional Interest or any part thereof; (d) all proceeds (whether cash or non-cash), rents, tolls, issues, profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received as a result of, arising from, derived in connection with or otherwise relating to the Fractional Interest or any part thereof, including, without limitation, all proceeds, rents, tolls, issues, profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received relating to or in connection with the sale, lease, hire, charter or other disposition of the Fractional Interest or any part thereof or the provision of services of any nature whatsoever utilizing the Fractional Interest or any part thereof; and (e) all Proceeds of all or any of the foregoing whether cash or otherwise. This Mortgage Supplement shall be construed as supplemental to the Mortgage and shall form a part thereof, and the Mortgage is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. This instrument may be executed in separate counterparts, each of which when executed and delivered shall be deemed an original, but all such counterparts shall together constitute but one and the same instrument. • • • Page 2 SDNY_GM_02758702 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245624 EFTA01330087

SDNY_GM_02758703 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245625 EFTA01330088

IN WITNESS WHEREOF, the Grantor and Mortgagee have caused this Mortgage Supplement to be duly executed by one of its officers, thereunto duly authorized, on the day and year first above written. FO Financing, LLC, as Mortgagee Flight Options, LLC, as Grantor By: r7r -7 Name: Bret Wiener Title: Vice President By: Name: Ed McDonald Title: Vice President of Whole Aircraft Sales and Acquisitions Signature Page to Aircraft Security Agreement Supplement 1_1 SDNY_GM_027513704 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245626 EFTA01330089

SONY GM 02758705 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245627 EFTA01330090

IN WITNESS WHEREOF, the Grantor and Mortgagee have caused this Mortgage Supplement to be duly executed by one of its officers, thereunto duly authorized, on the day and year first above written. FO Financing, LLC, as Mortgagee Flight Options, LLC, as Grantor By: Name: Brett Weiner Name: Ed McDonald Title: Vice President Title: Vice President of Whole Aircraft Sales and Acquisitions Signature Page to Aircraft Security Agreement Supplement No. l. 1_1 SDNY_GM_02758706 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245628 EFTA01330091

VH0HVIN0 1.113 VW0NV 1.0 T Lid L2 •111P 6002 unlivei SO :13:•:' HIPA SDNY_GM_02758707 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245629 EFTA01330092

EXHIBIT 1 TO AIRCRAFT MORTGAGE AND SECURITY AGREEMENT SUPPLEMENT NO. 1 Airframe One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-260 (described on the International Registry drop down menu as RAYTHEON AIRCRAFT COMPANY model 400A with serial number RK-260) and U.S. Registration No. N787TA. Engines Two (2) Pratt & Whitney Canada model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0287 and PCE-JA0291 (described on the International Registry drop down menu as PRATT & WHITNEY CANADA model JT15D SERIES with serial numbers JA0287 and JA0291) (which engines are in excess of 550 horsepower or the equivalent). Mortgage Description of Document Date Executed Date Recorded FAA Conveyance Number International Registry File Numbers Aircraft Mortgage and Security Agreement between Flight Options, LLC, as grantor, and FO Financing, LLC, as Mortgagee 03/20/09 03/26/09 SS002341 322933 322937 322939 (collectively, the "Mortgage") N7I7TA Paths. SDNY_GM_02758708 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245630 EFTA01330093

VHOW/1)10 A.119 VI4Oil Vi'dr; 611 I WA L2 Tr SW EE 401:•: 4151138 i :.'.•,.,` Vt7.3 HUM 03113. SDNY_GM_02758709 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245631 EFTA01330094