UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS / V I DAY OF Ilou. ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO. 2120.0042 Do Not Write In This Block FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC CLEVELAND, OH 44143 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS I io DAY OF OU•., 2011. IX w -J -J LIJ (i) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST TITLE (TYPED OR PRINTED) EMERIL AIR, LLC VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR EMERIL AIR, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052.00.629.0003) Supersedes Previous Edition EFTA00012311

TIMED WITH FAA IRGRAFT REGISTRATION BR 2011 NOV 16 F 2 57 OKLAHOMA CITY OKLAHOMA EFTA00012312

UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS i I. TH DAY OF Aou. ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: O FORM APPROVED OMB NO 2120-0042 lu 0 C A a O O Col Do Not Write In This Block FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS. LLC CLEVELAND, OH 44143 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS I I, ' ff DAY OF , 2011. II . IX Ill -I ...I UJ U) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN. TITLE (TYPED OR PRINTED) DOCKERY LEASING VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF CORPORATION FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR DOCKERY LEASING CORPORATION ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052.00-629-0003) Supersedes Previous Edition EFTA00012313

rILED WITH FAA .RCRAFT REGISTRATION BR 2011 till! 16 PEI 2 57 OKLAHOMA CITY OKLAHOMA EFTA00012314

UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS IL I" DAY OF rim., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: O O FORM APPROVED 0) Lk OMB NO. 2120-0042 (0 0 0 D ID CD 0 0 0 a CDa 0 O O Do Not Write In This Block -n FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS. LLC CLEVELAND, OH 44143 3.125% OF 100% DEALER CERTIFICATE NUMBER \ AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HANSI AND SEAL THIS I lo DAY OF 2011 IX w .J ...I LLI Cl) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK)`(IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN. TITLE (TYPED OR PRINTED) DANIEL O. CONWILL, IV VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF FLIGHT OPTIONS, LLC \ ACTING AS ATTORNEY-IN- FACT FOR ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052.00.629-0003) Supersedes Previous Edition 113201521239 5.0CI 1 111 5/201 1 EFTA00012315

r ILED WITH FAA .,RGRAFT REGISTRATION BR 2011 NU 16 PM 2 57 OKLAHOMA CITY OKLAHOMA EFTA00012316

U.S. Department of Transportation Federal Aviation Administration Date of Issue: October 12, 2011 FLIGHT OPTIONS LLC DOCKERY LEASING CORP ET-AL Flight Standards Service Aircraft Registration Branch, AFS-750 RICHMOND HEIGHTS OH 44143-1453 Idnirillituiirlrrir1illrlrntirrlr% Oklahoma City, Oklahoma 71125-0501 Toll Free: 1 WEB Address: Fax ATTENTION: JENNIFER LUDWICK T116540 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Nov II, 2011. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. for Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS:750•FAX4 (03/10) EFTA00012317

EFTA00012318

8 The Owners listed below: 1.) Declaration of International Operations 6.25% of 100% a 0 0 a 0 2.) 6.26% of 100% 3.) 3.125% of 100% 4.) 6.26% of 100% 5.) 6.25% of 100% 6.) 71.875% of 100% 7.) 8.) 9.) 10) 11.) 12.) 13.) 14.) as the owner(s) of aircraft N493LX , Manufacturer Raytheon Aircraft Company Model 400A Serial Number RK-244 declares that this aircraft is as flight number departing, with a destination of Peterborough Airport, Windsor Ontario Airport scheduled to make an international flight on October 14 . 2011 Cuyahoga County Airport, Richmond Heights, Ohio Expedited registration in support of this international flight is requested this 12th day of October 2011 with knowledge that: Whoever, in any matter within the jurisdiction of the executive branch of the Government of the United States, knowingly and willfully makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement of representation shall be fined under Title 18 United States Code or imprisoned not more thant 5 years. or both. 18 U.S.C. 1001(a) Name of Owner(s): Signature: Typed Name of Signer: Title: Signature: See List Above Director of Sales Administration of Flight Options, LLC acting as Attorney-In-Fact for # 1, 2, 3 4 5 Typed Name of Signer: Title: Director of Sales Administration of Flight Options, LLC for # 6 EFTA00012319

FILED WITH FAA AIRCRAFT REGISTRATION BR 2011 OCT 12 8111 9 52 OKLAHOMA CITY OKLAHOMA EFTA00012320

FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION•MIKE MONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT: ISSUE DATE ii. a 1 a 0 , oe UNITED STATES REGISTRATION NUMBER li 493LX AIRCRAFT MANUFACTURER 8 MODEL Raytheon Aircraft Ccapany 400A AIRCRAFT SERIAL No. RK - 244 FOR FAA USE ONLY TYPE OF REGISTRATION 0 1. Individual 0 2. Partnership 0 3. 0 8. Non-Citizen Corporation (Check One box) Corporation 1544. Co-Owner 0 5. Government Co-Owner ..., . -. N O -a '' S 9. Non-Citizen Corporation NAME OR APPLICANT (Person(s) shown on evidence of ownership. If Individual, give last name, first name, and middle initial.) 4. 6.) Flight Options, LLC 71.875% of 100% i (See Attachment c ( a 4-ed q-30-li ) TELEPHONE NUMBER: ( ) ADDRESS Number Rural (Permanent mailimmactdress (otters% applicant ittel) (If P.O. Box is used• physical address must also be shown.) Flight 0. ions and street: Route: P.O. Box: CITY Richmond Heights STATE OH ZIP CODE 44143 CI A false IIII I I/WE CERTIFY: (1) That of the (For CHECK CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE ATTENTION! Read the following statement before signing . This portion MUST be completed. or dishonest answer to any question in this application may be grounds for punishment (U.S. Code. Title 18. Sec. 1001). CERTIFICATION OF ADDRESS this application. by fine and/or imprisonment corporations) ) or: the above aircraft is owned by the undersigned applicant, who is a citizen (including United States. voting trust. give name of trustee: ONE AS APPROPRIATE: business the or Form 1-551) No. a. b. (2) That (3) That TYPE A resident alien, with alien registration (Form 1-151 A non-cIllzen corporation organized and doing and said aircraft is based and primarily used in inspection at under the laws of (state) United States. Records or flight • hours are available for the aircraft is not registered under the laws of any foreign country: and legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. OR PRINT NAME BELOW SIGNATURE EACH PART OF THIS APPLICATION MUST BE SIGNED IN INK. SI TITLE Director of Sales Admirfttration of Flight Options, LLC 4:7 t SIGNATURE TITLE DATE SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (1/09) (NSN 0052-00-828.9007) Supersedes Previous Edition EFTA00012321

FILED WITH F"AA AIRCRAFT REGISTRATION BR 2011. SEP 30 PPJ 12 26 OKLAHOMA CITY OKLAHOMA • 411 EFTA00012322

ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION dare! Reg #: N493LX Model: Raytheon Aircraft Company 400A SIN#: RK-244 Name of Applicant: Signatures: Owning an undivided Interest of: 6.25% of 100% 6.25% of 100% 3.125% of 100% 6.25% of 100% 6.25% of 100% Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Title: Date: Director of Sales Administration of Flight Options, LLC Acting as Attorney-in-Fact for #1,2,3,4,5 By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the "Application"). (II) that all of the information set forth on the Application is true and correct as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012323

FILED WITH FAA AIRCRAFT REGISTRATION DR 2011 SEP 30 PM 12 26 • OKLAHOMA CITY OKLAHOMA EFTA00012324

UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 PURCHASER DOES THIS 20 DAY Op 7, 2011 HEREBY SELL, GRANT, TR NSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) FLIGHT OPTIONS. LLC CLEVELAND, OH 44143 O O FORM APPROVED OMB NO 2120.0042 0 0 •< 3 0 0 0 a a 0 0 ?) O O Do Not Write In This Block FOR FAA USE ONLY 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS30 .n DAY OF ., 2011. Ct w -I J UJ 0 NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN. TITLE (TYPED OR PRINTED) MARM PARTNERS, LLC DIRECTOR OF SALES ADMINISTRATION OF FLIGHT OPTIONS, LLC • ACTING AS ATTORNEY-IN- FACT FOR MARM PARTNERS, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052.00.629.0003) Supersedes Previous Edition 112731324069 $5.00 09/30/2011 EFTA00012325

FILED w:TH fAA AIRCRAFT RECISTRATIon BR 2011 SEP 30 PP1 12 26 OKLAHOMA CITY OKLAHOMA Apt EFTA00012326

UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 PURCHASER DOES THIS 30 IR DAY OF&Dt., 2011 HEREBY SELL, GRANT, TRAN FER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS LLC CLEVELAND, OH 44143 O O FORM APPROVED O OMB NO. 2120-0042 0 0 0 0 a 0 0 O O N .0 Do Not Write In This Block FOR FAA USE ONLY 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 30 - DAY O , 2011. ce w J -I UJ U) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST TITLE (TYPED OR PRINTED) TWO BIG BEARS, LLC DIRECTOR OF SALES ADMINISTRATION OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR TWO BIG BEARS, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) .. • . • ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052.00-629-0003) Supersedes Previous Edition EFTA00012327

FILED WITH FAA • • AIRCRAFT REGISTRATION BR 2011 SEP 30 PM 12 26 • OKLAHOMA CITY OKLAHOMA EFTA00012328

UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 PURCHASER DOES THIS 30 DAY OF ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS (IF INDIVIDUAL (5), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL ) FLIGHT OPTIONS. LLC CLEVELAND, OH 44143 FORM APPROVED co OMB NO. 2120-0042 0 • S • a a 0 OO O O Do Not Write In Tnis Block FOR FM USE ONLY DP 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 3 0 '" DAY O , 2011. Ce to J -I LLI Cl) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST TITLE (TYPED OR PRINTED) LLI CORP. MS DIRECTOR OF SALES ADMINISTRATION OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR LLI CORP. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050.2 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition. EFTA00012329

FILED WITH FAA AIRCRAFT REGISTRATION BR 2011 CEP 30 PPI 12 26 OKLAHOMA CITY OKLAHOMA EFTA00012330

UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS SO DAY OF ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: O O FORM APPROVED c() OMB NO. 2120-0042 Ps) U 3 0 70 0 a 0 0 O O Do Not Write In This Block FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS. LLC CLEVELAND, OH 44143 3.125% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS3o DAY O!( y., 2011. Ce IL -I -I LLI U) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN. TITLE (TYPED OR PRINTED) DIRECTOR OF SALES ADMINISTRATION OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1109) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012331

FILED WITH F.!,A AIRCRAFT REGISTRATION CR 2011 SEF 30 Prl 12 26 OKLAHOMA CiTY OKLAHOMA EFTA00012332

UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 PURCHASER DOES THIS DAY oFapi-., 2011 HEREBY SEL -TR L, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS. LLC CLEVELAND, OH 44143 O O rir FORM APPROVED OMB NO. 2120-0042 0 0 •< 0 a 0 a' O O Do Not Write In This Block FOR FM USE ONLY D • 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 3o DAY T ech, 2011. w W -I -J UJ CO NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST N TITLE (TYPED OR PRINTED) PRIME TIME ASSOCIATES, DIRECTOR SALES ADMINISTRATIONOF LLC FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR PRIME TIME ASSOCIATES, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Pievious Edition EFTA00012333

FILED WITH FAA AIRCRAFT REGISTRATION BR 2011 SEP 30 P19 12 26 OKLAHOMA CITY ' OKLAHOMA EFTA00012334

UNITED STATES OF AMERICA U. S DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 3o T}4IW: s.pf - ., 2011 DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: O O FORM APPROVED t0 OMB NO. 2120-0002 O 0 0 0 0 0 a 0 p-a O O Do Not Write In This Block FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS LLC CLEVELAND, OH 44143 12.50% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 3 O In DAY O ., 2011. Ce W J W U) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN. TITLE (TYPED OR PRINTED) SOUTHEASTERN MILLS, INC. DIRECTOR OF SALES ADMINISTRATION OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR SOUTHEASTERN MILLS, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1109) (NSN 0052.00.629-0003) Supersedes Previous Edition EFTA00012335

FILED WITH FAA AIRCRAFT REGISTRATION BR 2011 SEP 30 Pig 12 26 OKLAHOMA CITY OKLAHOMA EFTA00012336

UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 PURCHASER DOES THIS 39 TR DAY OFS%JYt ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS. LLC CLEVELAND, OH 44143 0 0 FORM APPROVED cWp OMB NO. 2120-0042 r01 < z o 0 a. a 0 0 0 ••4 Do Not Write In This Block 'n FOR FAA USE ONLY 3.125% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS s o '" DAY O , 2011. W -J -I 11.1 0 NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST TITLE (TYPED OR PRINTED) AIR LEADER, INC. DIRECTOR OF SALES ADMINISTRATION OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR AIR LEADER, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012337

FILED WITH FAA AIRCRAFT REGISTRATION 8R,. 2011 SEP 30 PP) 12 26 OKLAHOMA CITY OKLAHOMA EFTA00012338

0 U.B. Department of Transportation Federal Aviation Administration Date of Issue: June 8, 2011 FLIGHT OPTIONS LLC SOUTHEASTERN MILLS INC ET-AL FLIGHT OPTIONS LLC Flight Standards Service Aircraft Registration Branch, AFS•760 RICHMOND HEIGHTS, OH 44143-1453 Irlrilrlulrrrllrlulnlluullrlrrlrlrlrulirlrlrililuullrl HAND DELIVERED TO IATS IN THE PD ROOM Oklahoma City, Oklahoma 71125-0501 Toll Free: WEB Address: TI13420 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Jul 08, 2011. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. ME for Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS:750•FAX4 (03/10) EFTA00012339

EFTA00012340

The Owners listed below: 1.) Declaration of International Operations 12.50% of 100% D n 0 v aa > Kc.. 2.) 6.25% of 100% c ?. 3.) 6.25% of 100% o Q 4.) 3.125% of 100% N O 5.) 6.25% of 100% _, 6.) 3.125% of 100% 7.) 6.25% of 100% 8.) 3.125% of 100% 9.) 6.25% of 100% 10.) 6.25% of 100% 11.) 6.25% of 100% 12.) 6.25% of 100% 13.) 28.125% of 100% 14.) 15.) as the owner(s) of aircraft N493LX , Manufacturer Raytheon Aircraft Company Model 400A Serial Number RK-244 declares that this aircraft is scheduled to make an international flight on June 10. 2011 as flight number 1 departing, Richmond Heights, Ohio, Cuyahoga County Airport with a destination of Peterborough Ontario, Windsor Ontario Airport Expedited registration in support of this international flight is requested this 6th day of June 2011 with knowledge that: Whoever, in any matter within the jurisdiction of the executive branch of the Government of the United States, knowingly and willfully makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement of representation shall be fined under Title 18 United States Code or imprisoned not more thant 5 years, or both. 18 U.S.C. 1001(a) Name of Owner(s): SEE LIST ABOVE Signature: Typed Name of Signer: Title: Director of Sales Administration of Flight Options, LLC acting as Attorney-In-Fact for # 1,2,3,4,5,6,7,8.9.10,11,12 Signature: Typed Name of Signer: Title: Director of Sales Administration of Flight Options, LLC for #13 EFTA00012341

FILED WITH FAA AIRCRAFT RESISTR AMR BR 1011 JUN 8 RP1 10 54 OKLAHOMA CITY OKLAHOMA EFTA00012342

FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT: ISSUE DATE UNITED STATES REGISTRATION NUMBER N 493LX AIRCRAFT MANUFACTURER 8 MODEL Raytheon Aircraft Company 400A AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check One box) Corporation Nr4. Co-Owner 0 9. Non-Citizen Corporation Government 0 1. Individual O2. Partnership I. 3. • 5. 0 8. Non-Citizen Corporation Co-Owner NAME OR APPLICANT (Person(s) shown on evidence of ownership. If Individual, give last name, first name, and middle Initial.) 0 13.) Flight Options, LLC 28.125% of 100% (See Attachment ailed Lo --s----8) TELEPHONE NUMBER: ( ) ADDRESS Number Rural (Permanent mailing rare 0 cars:sic-ant Ire (If P.O. Box is used, physical address must also be shown.) 1 -Mons and sicced: Route: P.O. Box: CITY Richmond Heights STATE - OH ZIP CODE 44143 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE ATTENTION! Read the following statement before signing This portion MUST be completed. or dishonest answer to any question in this application may be wounds for punishment (U.S. Code, Title 18. Soc. 1001). CERTIFICATION OF ADDRESS this application. by fine and/or imprisonment corporations) ). or: • A false 410 ONE CERTIFY: (1) That of the (For CHECK the above aircraft is owned by the undersigned applicant, who Is a citizen (including United States. voting trust. give name of trustee: ONE AS APPROPRIATF• business the or Form 1-551) No. a. b. (2) That (3) That TYPE A resident alien, with alien registration (Form 1-151 A non-citizen corporation organized and doing and said aircraft is based and primarily used in inspection at under the laws of (state) United States. Records or flight hours are available for the aircraft Is not registered under the laws of any foreign country: and legal evidence of ownership Is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. OR PRINT NAME BELOW SIGNATURE EACH PART OF THIS APPLICATION MUST BE SIGNED IN INK. TITLE Director of Sales Adwnfftttration of Flight. Options, LLC j Arp — 15: — - i ( SIGNATURE TITLE D re SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft maybe operated for a period not in excess of 90 days, during which time the PINK copy of this application must be carried in the aircraft. V a. C O co N.) O AC Form 8050-1 (1/09) (NSN 0052-00-828-9007) Supersedes Previous Edition EFTA00012343

FILED WITH FA A AIRCRAFT REGISTRATION BR • Z011 JUN 8 NAM 10 54,, OKLAHOMA CITY OK L A HOMA • • EFTA00012344

ATTACHMENT TO AIRCRAFT REGISTFtATION APPLICATION Otafe4 Reg #: N493LX Model: Raytheon Aircraft Company 400A SiN#: RK-244 Name of Applicant: Signatures: Owning an undivided Interest of: Address: 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto Title: Date: Director of Sales Administration of Flight Options, LLC Acting as Attorney-in-Fact for #1,2,3,4,5,6,7,8,9,10,11,12 By signing above. the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to valid) this page is attached (the "Application"). (II) that all of the information set forth on the Application is true and correct as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012345

FILED VfiTH FAA AIRCRAFT REGISTRATION! OR 2011 JUN .1 8 I AP) 10 54 OKLAHOMA CITY OKL AHOMA EFTA00012346

UNITED STATES OF AMERICA U. S DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 2ND DAY OF JUNE, 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: O FORM APPROVED Es' OMB NO. 2120-0042 0 2 S a a O 0 O O U '0 Do Not Write In This Block FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC CLEVELAND, OH 44143 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 2N0 DAY OF JUNE, 2011. Et Lu J .-I UJ 0 NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO.OWNERSHIP, ALL MUST SIGN. TITLE (TYPED OR PRINTED) FREEDOM AIR DIRECTOR OF SALES ADMINISTRATION OF INTERNATIONAL, INC. FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR FREEDOM AIR INTERNATIONAL, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00.629-0003) Supersedes Previous Edition 111591057224 55.00 06108/2011 EFTA00012347

VI4011V1)10 A.113 VW0HV1)10 hS OT. WH iI 81i NAP 1102 de NOIIVILLSIONI OdIV V lid 031Id EFTA00012348

FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION ' CERT: ISSUE DATE . UNITED STATES 493LX REGISTRATION NUMBER N AIRCRAFT MANUFAC-T_AiURER At 'Anna_ . -On rcrare com )00A any 4 AIRCRAFT SERIAL No. FOR FAA USE ONLY TYPE OF REGISTRATION (Check One box) 0 'I: Individual 02. Partnership fa 3. Corporation. A. Co-Owner • 5. Government • • • 8. Non-Citizen Corporation 0 9. Non-Citizen Corporation.Co-Owner . • • ... . NAME OR APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and mIddicrinitiai.) III 1.) Shmitka Air, Inc. 6.25% of 100% (_See Attachment "faitce) /- g4----/I TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing f iv r vi sorist onilite(If P.O. Box Is used. physical address must also be shown.) .. Number and street: Rural Route: P.O. Box - CITY Richmond Heights ' STATE OH DE nPaa143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. • A false or dishonest answer to any quo-din-I in this application may be grounds for punishment by fine and/or Imprisonment (U.S. Code. Title 18. Sec. 1001). II I CERTIFICATION I/VVE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who is a citizen (Including corporations) of the United States. (For voting trust, give name of trustee: ). Or: PHECK ONF AS APPROPRIATE: a. A resident alien, with alien registration (Form 1-151 or Form 1-551) No. UelaWare b. A nori•citizen corporation organized and doing business under the laws of (state) - end.said aircraiersestufLtrirnintte pkwsioreithweitiovitgi hounirwrits for Inspection at • • a (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART OF THIS APPLICATION MUST BE SIGNED IN INK. SIGNATURE TITLE of FLIGHT OPTIONS, LLC ions /t. v SIG TITLE acting as Attorney -In -FW8f for Shmitka Air, Inc. SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not In excess of 90 days, during which time the PINK copy of this application must be carried in the aircraft. a, * AC FOOTS 8050-1 (1/09) (NSN 0052-00-628-9007) Supersedes Previous Edition EFTA00012349

FILED WITH FAA AIRCRAFT REGISTRA- ..-.1.1.0H. BR 2011 JAto v JO 59 OKLAHOMA CITY OKLAHOMA Ii • "." EFTA00012350

ATTACHMENT TO AIRCRAFT REGISTRATIOill APPLICATION h tia) i*/ — Reg #: N493LX Model: Raytheon Aircraft Company 400A SIN#: RK-244 Name of Applicant: Signatures: Owning an undivided Interest of: Address: 6.25% of 100% Shown on Original form hereto 12.50% of 100% Shown on Original form hereto 6.26% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 21.875% of 100% Shown on Original form hereto Title: Date: V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2,3,4,5,6.7.8,9,10,11,12,13 V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC for #14 I -47/ By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the "Application"). (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012351

FILED WITH FAA AIRCRAFT REGISTRATION SR 2011 JRN 24 R 10 59 OKLAHOMA CITY OKLAHOMA EFTA00012352

DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE002285551 TYPE OF REGISTRATION IS # 9. NON-CITIZEN CO-OWNER EFTA00012353

EFTA00012354

UNITED STATES OF. AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 PURCHASER DOES THIS 13 TN DAY OF DEC ., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO 2120-0042 Do Not Write In This Block FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S) GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL ) FLIGHT OPTIONS. LLC 3.125% OF 100% LEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 13 "I DAY OF DEC., 2010. CC LLI LLI U) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN. TITLE (TYPED OR PRINTED) ASCENT II, LLC VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN-FACT FOR ASCENT II, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition 2 O O coco , 0 0 7 0 o 0 0 a O ?1/4) EFTA00012355

FILED WITH FAA AIRCRAFT RECISTRATIOU 2011 JRN 24 at 10 59 OKLAHOMA CITY OKLAHOMA EFTA00012356

UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX FORM APPROVED OMB NO. 2120-0042 110241110252 AIRCRAFT MANUFACTURER & MODEL S5.00 01/24/2011 RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 131 DAY OF OCT., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS LLC 6.25% OF 100% CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE ANO TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS e l DAY OF OCT., 2010. w NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF FLIGHT OPTIONS, LLC CTING AS ATTORNEY-IN-FACT FOR JIIIIIIIIIIIIIIIIII ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1109) (NSN 0052-00-629-0003) Supersedes Previous Edition 53 2 O V 0 3 0 a Cr. EFTA00012357

VIVONV1NO A110 VitIONV1)10 6S OT !did IQ NV' 110Z 218 0010013103U 1.2V11001V VVA KUM 03112 EFTA00012358

FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER • • AIRCRAFT REGISTRATION APPLICATION CERT: ISSUE DATE . . UNITED STATES REGISTRATION NUMBER N 493LX AmptcRA59YffilidAcAfFeYWeempany 400A AIRCRARILW- No. FOR FAA USE ONLY TYPE OF REGISTRATION (Check One box) Corporation RP. Co-Owner 0 S. Government Co-Owner .. - 0 1. Individual • 2. Partnership 0 3. . . IN 6. Non-Citizen Corporation • 9. Non-Citizen Corporation NAME OR APPLICANT.(Person(s) shown on evidence of ownership.. If Individual, give last name, first name, and middle initial.) 1.) Shmitka Air, Inc. 6.25% of 100% 110 (Scc Attachment otbui-ei I - 11 -ii) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing abdr4 IDfic f on I t If P.O. Box Is used. Physical address mast also be shown.) • Number and street: Rural Route: P.O. Box: cm , Richm ond Heights F.IAI E, Of ZIP ii aTi%3 C CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE ATTENTION! Read the following statement before signing This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment (U.S. Code. Title 18. Sec. 1001). e l CERTIFICATION OF ADDRESS this application. by fine and/or imprisonment corporations) , ). or: UVVE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant. who is a citizen (including of the United States. (For voting trust, give name of trustee: CHECK ONE AS APPROPRIATE* or Form 1-551) No. a. A resident alien. with alien registration (Form 1-151 b. le A non-citizen corporation organized and doing business and said aircrig...........rt c olf Inspection at (2) That the aircraft is not registered under the laws of any foreign (3) That legal evidence of ownership is attached or has been NOTE: If executed for co -ownership all applicants TYPE OR PRINT NAME BELOW SIGNATIJFIF under the laws of (state) ard ritisrifteg Delaware hearer/8am for country: and filed with the Federal Aviation Administration. must sign. Use reverse side if necessary. TITLE IL) e Sales 8i Ern i, Oa IL 2 -a ce,sptiuis i Liur IS i -1. t -1 I 0 a - I I T LE for SnmItica Air, LLC 0/3 cc R I" 'C IC Z 0. 00 DATE Vn V/ SIGNATURE TITLE sW IQ Gm DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days, during which time the PINK copy of this application must be carried in the aircraft. -a • AC Form 8050-1 (1/09) (NSN 0052-00-626-900T) Supersedes Previous Edition EFTA00012359

FILED WITH FAA AIRCRAFT REG!STRATIO►I BR 2011 JRN 11 PP1 1 55 OKLAHOMA CITY OKLAHOMA to • EFTA00012360

ATTACHMENT TO AIRCRAFT, REGISTRATION APPLICATION Meet I - II — I I Name of Applicant: Reg #: N493LX Address: Model: Raytheon Aircraft Company 400A S/N#: RK-244 Owning an undivided Interest of: 1.) 2.) 12.50% of 100% Shown on Original form hereto 3.) 3.125% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 3.125% of 100% Shown on Original form hereto 7.) 6.25% of 100% Shown on Original form hereto 8.) 3.125% of 100% Shown on Original form hereto 9.) 6.25% of 100% Shown on Original form hereto 10.) 6.25% of 100% Shown on Original form hereto 11.) 3.125% of 100% Shown on Original form hereto 12.) 6.25% of 100% Shown on Original form hereto 13.) 6.25% of 100% Shown on Original form hereto 14.) 6.25% of 100% Shown on Original form hereto 15.) 6.25% of 100% Shown on Original form hereto 16.) 12.50% of 100% Shown on Original form hereto 17.) Signatures: Title: Date: V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2,3A,5,6,7.8,9,10,11,12,13,14,15 V P of Whole Aircraft Sales & Acquisitioni of Flight Options, LLC for #16 By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the 'Application", (II) that all of the information set forth on the Application is true and correct as of this dale, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012361

V1101O1)10 Alt0 VH0MIN0 SS I GM II Mg' HOZ 89 ROLMICIDU ignOM VIii Hllk 031H EFTA00012362

DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE002255147 SOLD EFTA00012363

EFTA00012364

UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 26 TH DAY OF AUG., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: I FORM APPROVED ote NO. 2120-0042 O 0 0 73 0 0 0 a -n 0 Er .13 O Do Not Write In This Block FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS LLC CLEVELAND, OH 44143 6.25% OF 100% 110111402387 $5.00 01111/2011 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 26' DAY OF AUG., 2010. Ce w -I -I LU U) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP. ALL MUST SIGN. TITLE (TYPED OR PRINTED) JHPH, LLC VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN-FACT FOR JHPH, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052.00.629-0003) Supersedes Previous Edition EFTA00012365

FILED WITH FAA AIRCRAFT'REGISTRATION BR 2011 JAN 11 PM 1 55 OKLAHOMA CITY OKLAHOMA EFTA00012366

O 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: 40/1_ , 2010 [The remainder of this page is intentionally left blank] 0 0 3 0 3 a a a N N Z1 N O O N EFTA00012367

FILED WITH FAA AIRCRAFT REGISTRATION BR 2010 NOU 30 PEI 12 25 OKLAHOMA CITY OKLAHOMA EFTA00012368

IN WITNESS WHEREOF, the undersigned has executed this Release as of the dated noted above. FO Financing LLC Vice President EFTA00012369

EFTA00012370

Annex I To Release Page 1 ,; Airframe One (I) Raytheon Aircraft Company Model:400A aircraft bearing manufacturer's serial number RK-244 (described on the International -Registry drop down menu as RAYTHEON AIRCRAFT COMPANY model 400A with serial number RK-244 ) and U.S. Registration No. N493LX . Two (2) Pratt & Whitney Canada model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257 (described on the International Registry drop down menu as PRATT & WHITNEY CANADA model JTI SD SERIES with serial numbers JA0256 and JA0257) (which engines are in excess of 550 horsepower or the equivalent). Mortgage Description of Document Date Executed Date.,';.' ReCorde'tir -FAA Conveyance -- - Number International Registry File Numbers Aircraft Mortgage and 07/08/10 ,i, ..; wq§act ., ;;r•,TM007712 77670 Security Agreement 77674 between Flight Options, 77676 LLC, as grantor, and FO Financing, LLC, as Mortgagee (collectively, the "Mortgage"). EFTA00012371

FILED WITH FAA AIRCRAFT REGISTRATION BR 2010 NOV 30 P19 12 25 OKLAHOMA CITY OKLAHOMA EFTA00012372

DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE002157532 See Recorded Conveyance Number TM007712, Doc ID 3870 EFTA00012373

EFTA00012374

FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION siONITESTRATION-ma(ia ISONPICINEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION 6 0 CD CERT. ISSUE DATE 13 UNITED STATES REGISTRATION NUMBER kl493LX Ng co Q AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Conpany 400A E C AIRCRAFT SERIAL No. N RK-244 2 FOR FAA USE ONLY N •-, TYPE OF REGISTRATION (Check one box) R.-: 0 I. Individual 0 2. Partnership 0 3. Corporation )C4. Co-owner 0 5. Govl. 0 8. N°"'Clt" C " -i Corporation C NAME OF APPLICANT (Person(*) shown on evidence of ownership. It individual, give last name, first name, and middle initial.) 1.) Shmitka Air, Inc. 6.25% of 100% (See Attachment Air`, ill 111111/") ) TELEPHONE NUMBER: ( ) ADORESS (Permanent rnallingapdress I. firs; applicaMCred.) (If P.O. BOX Is used. physical address must also be shown.) F I 1 • • • ti ons Number and fleet: Rural Route: P.O. Box: CITY Richmond Heights STATE OH ZIP CODE 44143 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any Question In this application may be grounds for, punishment by tine and 1 or imprisonment (U.S. Code. Title IS, Sec 1001). lill CERTIFICATION i/VVE CERTIFY: (1) That the above aircraft Is owned by the undersigned epodcant, who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: ) or' CHECK ONE AS APPROPRIATE: a. 0 A resident alien, with alien registration (Form 1-151 or Form 1-551) No b. 0(A non-citizen ration or nixed and doi business under the laws of (state) Delaware and said aircr turtleriffeftrtHerehruCtirgallaSS° tar and at (2) That the aircraft is not registered under the laws of any foreign Country; and (3) That legal evidence of ownership is attached or has boon filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART OF THIS APPLICATION MUST BE SIGNED IN INK. TITLE V P Whole A/C Sales & Aal of FLIGHT OPTIONS, LLC sil ions W 411.c. ‘0__. Ica TITLE acting as Attorney-In- for Shrnitka Air, Inc. SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 dayS. during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050.1 (5/03) (0052-00-828-9007) EFTA00012375

FILED WITH FAA AIRCRAFT REGISTRATION BR 2010 NOU 30 AM 11 57 OKLAHOMA CITY OKLAHOMA EFTA00012376

ATTACHMENT TO AIRCRAFT REGIpTFITION APPLICATION clakd StIva Reg #: N493LX Model: Raytheon Aircraft Company 400A S/N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 2.) 12.50% of 100% Shown on Original form hereto 3.) 3.125% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 6.26% of 100% Shown on Original form hereto 7.) 3.125% of 100% Shown on Original form hereto 8.) 6.25% of 100% Shown on Original form hereto 9.) 3.125% of 100% Shown on Original form hereto 10.) 6.25% of 100% Shown on Original form hereto 11.) 6.25% of 100% Shown on Original form hereto 12.) 3.125% of 100% Shown on Original form hereto 13.) 6.25% of 100% Shown on Original form hereto 14.) 6.25% of 100% Shown on Original form hereto 15.) 6.25% of 100% Shown on Original form hereto 16.) 6.25% of 100% Shown on Original form hereto 17.) 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2,3,4,5,6.7,8,9,10,11,12,13,14,15,16 %% to in V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC for #17 By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the "Application"). (II) that all of the information set forth on the Application is true and correct as of this date. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012377

FILED WITH FAA AIRCRAFT REGISTRATION BR 2010 NOU 30 Af9 11 57 OKLAHOMA CITY OKLAHOMA EFTA00012378

FORM APPROVED OMB NO. 2120.0042 UNITED STATES OF AMERICA Do Not Write In This Block FOR FAA USE ONLY IL S. AMBIENT U TRANSPOTITAMN MAT AVIATION ADMINISTRATIM AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 493LX AIRCRAFT MANUFACTURER 8, MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS30 TH DAY OF IJCV., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: te w w < I o re D a. NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) NORDIC AIR LLC 6.25% OF 100% RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 30" DAY OF Nov., 2010 ce Lli Ill co NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO.OWNERSHIP ALL MUST SIGN TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC VICE PRESIDENT WHOLE AIRCRAFT SALES & ACQUISITIONS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052790-629-0003) Supersedes Previous Edition a O O O 0 S to a 0 O 0 O co O 3 103341305161 $5.00 11/30/2010 EFTA00012379

FILED WITH FAA AIRCRAFT REGISTRATION BR 2010 NOV 30 firl 11 57 OKLAHOMA CITY OKLAHOMA EFTA00012380

U.S. DEPARTMENT OF TRANSPORTATION KIX RAI, AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION 1ECORDED CONVEYANCE FILED IN: sINUM: 493LX SERIAL NUM: RK-244 MFR: NIODEL: 400 RAYTHEON AIRCRAFT COMPANY A AIR CARRIER: This form is to be used in cases whine a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE AIRCRAFT MORTGAGE AND SECURITY AGREEMENT DATE EXECUTED JULY 8.2010 FROM FLIGHT OPTIONS LLC (12.50% 'MEREST) DOCUMENT NO. TM007712 TO OR ASSIGNED TO FO FINANCING LLC DATE RECORDED JUL 26, 2010 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: I Total Spare Parts. N493I,X P&W C JTI5D-5 PCE-JA0256 P&W C JT I5D-5 PCE-JA0257 tFS-750-23R (MOS) EFTA00012381

EFTA00012382

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT dated as of ? 2010 —4-1"1ELde by FLIGHT OPTIONS, LLC in favor of FO FINANCING, LLC as Mortgagee 101891532438 $18.40 07/08/2010 O O 17). 0 0 0 ).] 0 0 a C O O O EFTA00012383

FILED V:11-:I F ". t.:RCRAFT 2010 JUL 8 PM 3 10 OKLMIClit, CITY OKLAHOMA EFTA00012384

TABLE OF CONTENTS SECTION 1 CERTAIN DEFINITIONS 1.1 Definitions SECTION 2 GRANTING CLAUSE 5 SECTION 3 REPRESENTATIONS AND WARRANTIES 6 SECTION 4 COVENANTS 6 4.1 Registration Maintenance and Operation 6 4.2 Liens 7 4.3 Taxes 7 4.4 Possession 8 4.5 Insurance 8 4.6 Modification and Additions 8 4.7 Reserved 8 4.8 Inspection 8 4.9 Reserved 8 4.10 Citizenship 9 4.11 Event of Loss with Respect to an Engine 9 4.12 Further Assurances 9 4.13 Sale of Aircraft 10 SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 10 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral 10 SECTION 6 EVENTS OF DEFAULT AND REMEDIES 10 6.1 Remedies 10 6.2 Possession of Mortgage Collateral 10 6.3 Sale and Suits for Enforcement 11 6.4 Waiver of Appraisement, etc 12 6.5 Remedies Cumulative 12 6.6 Application of Proceeds 12 6.7 Delay or Omission; Possession of Loan Certificates 12 6.8 Mortgagee's Right to Perform for the Grantor 12 C14199 S0861304.066497.0072 EFTA00012385

EFTA00012386

6.9 6.10 SECTION 7 Deregistration Speedy Relief Remedies MISCELLANEOUS PROVISIONS 12 13 13 7.1 Amendments, etc 13 7.2 Indemnification 13 7.3 Reserved ' 14 7.4 Notices 14 7.5 Continuing Lien and Security Interest; Transfer; Release of Mortgage Collateral; Termination of Mortgage 14 7.6 Governing Law 14 7.7 Severability 15 EXHIBIT Exhibit A Credit and Security Agreement SCHEDULE Schedule 1 Description of Aircraft and Engines CH199 5086130-5.066497.0072 EFTA00012387

EFTA00012388

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of 3tistm 204 G (the "Mortgage"), made by FLIGHT OPTIONS, LLC, a Delaware limited lila c m an (the "Grantor"), with its chief executive office and principal place of business at Cleveland, Ohio 44143, in favor of FO FINANCING, LLC, a Delaware limited liability company, as Lender under the Credit and Security Agreement defined below (the "Mortgagee"). WITNESSETH: WHEREAS, the Grantor and the Mortgagee are parties to that certain Amended and Restated Credit and Security Agreement dated of even date herewith attached hereto as Exhibit A (as amended, amended and restated, joined, supplemented or otherwise modified from time to time, the "Credit and Security Agreement"), pursuant to which Mortgagee has agreed to make certain loans and advances to the Grantor subject to the terms and conditions set forth therein; NOW, THEREFORE, to secure indebtedness of the Grantor to the Mortgagee arising under the Credit and Security Agreement, and the repayment of all sums due under the other Loan Documents, as defined in the Credit and Security Agreement, whether direct or indirect, absolute or contingent, joint or several, or now or hereafter existing, the Grantor hereby agrees with the Mortgagee as follows: SECTION 1 CERTAIN DEFINITIONS 1.1 Definitions. Unless otherwise defined herein, capitalized terms defined herein shall have the respective meanings ascribed to them in the Credit and Security Agreement. All other capitalized terms defined in the preamble and recitals to this Mortgage shall have the respective meanings ascribed to them therein and the following terms shall have the following• defined meanings (and shall be applicable to both the singular and thb plural forms of such terms): "Act": the Transportation Act, 49 U.S.C. §§40101, et. seq., as amended, and any similar legislation of the United States of America enacted in substitution or replacement thereof; together with the regulations of the FAA thereunder, as in effect from time to time. "Aircraft": collectively, each Airframe, together with the Engines installed thereon as of the date hereof, described in Schedule 1 hereto (or any Engine substituted for one of said Engines pursuant to subsection 4.11 hereof), whether or not any of said existing or substitute Engines may from time to time be installed on such Airframe, to the extent of the Grantor's ownership interest therein. "Aircraft Protocol": the official English language text of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, as the same may be amended or modified from time to time. "Airframe": that certain airframe which forms part of the Aircraft, excluding the Engines or engines from time to time installed thereon, either originally mortgaged hereunder and CH199 5086130.5.066497.0072 EFTA00012389

EFTA00012390

described in Schedule I hereto, together with any and all Parts which are either incorporated or installed in or attached to such airframe or required to be subject to the lien and security interest of this Mortgage in respect of such Airframe, to the extent of the Grantor's ownership interest therein. "Cape Town Convention": collectively, the Aircraft Protocol, the Convention, the International Registry Procedures and the International Registry Regulations. "Certificated Air Carrier": any corporation (except the United States Government) domiciled in the United States of America and (i) holding a Certificate of Public Convenience and Necessity issued under 49 U.S.C. Section 41102 by the Department of Transportation or any predecessor or successor agency thereto, or, in the event such Certificates shall no longer be issued, any corporation (except the United States Government) domiciled in the United States of America and legally engaged in the business of transporting for hire passengers or cargo by air predominantly to, from or between points within the United States of America, and, in either event, operating commercial jet aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo, which also is certificated so as to entitle Grantor to the benefits of Section 1110 of Title I I of the United States Code or any analogous statute with respect to the Aircraft and/or (ii) having certified authority by the FAA to conduct scheduled air cargo transportation under Part 121 of the regulations promulgated under the Act. "Civil Aircraft Registry": the civil aircraft registry maintained by the FAA pursuant to the Act. "Convention": the official English language text of the Convention on International Interests in Mobile Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, South Africa, as the same may be amended or modified from time to time. "Credit and Security Agreement": the term as defined in the above recitals of this Mortgage. "Engine": each aircraft engine described in Schedule I hereto, together with any and all Parts which aro either incorporated or installed in or attached to such Engine or required to be subject to the lien and security interest of this Mortgage in respect of such Engine, to the extent of the Grantor's ownership interest therein. "Event of Loss": any of the following events with respect to any property: loss of such property or of the use thereof due to theft, disappearance, destruction, damage beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever; (ii) any damage to such property which results in an insurance settlement with respect to such property on the basis of a total loss; (iii) the condemnation, confiscation, seizure or hijacking of, or requisition of title to or use of, such property by private Persons or Governmental Authority or purported Governmental Authority, excluding, however, requisition for use by the United - 2 - Clil99 5086130-5.066497.0072 EFTA00012391

EFTA00012392

States Government or any instrumentality or agency thereof for a period of less than 60 days; (iv) as a result of any rule, regulation, order or other action by the FAA or other governmental body having jurisdiction, the use of such property in the normal course of interstate air transportation shall have been prohibited for a period of six (6) consecutive months; or (v) the operation or location of such property, while under requisition for use by the United States Government, or any instrumentality or agency thereof, in any area excluded from coverage by any insurance policy in effect with respect to such property, if the Grantor shall be unable to obtain indemnity in lieu thereof satisfactory to the Lender from the United States Government. An Event of Loss with respect to an Aircraft shall be deemed to have occurred if an Event of Loss occurs with respect to such Aircraft, Airframe or any Engine to which is a part of such Aircraft. "FAA": the United States Federal Aviation Administration, or any successor or replacement administration or governmental agency having the same or similar authority and responsibilities. "Governmental Authority": any federal, state, local or foreign governmental or regulatory entity (or department, agency, authority or political subdivision thereof) or any other judicial, public or statutory instrumentality, commission, tribunal, board, court or bureau. "Indemnified Liabilities": those liabilities as defined in Section 7.2 hereof. "International Interest": such interest as ascribed thereto in the Cape Town Convention. "International Registry": the International Registry of Mobile Assets located in Dublin, Ireland and established pursuant to the Cape Town Convention, along with any successor registry thereto. "International Registry Procedures": the official English language text of the procedures for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "International Registry Regulations": the official English language text of the regulations for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "Irrevocable De-Registration and Export Request Authorization" or "IDERA": such de- registration and authorization as provided under the Cape Town Convention and as provided in subsection 6.9 of this Mortgage. - 3 - C ti 199 50R 6 I 30.5.066497.0072 EFTA00012393

EFTA00012394

"Lien": any mortgage, security deed, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the tiling of, or agreement to give, any financing statement under the UCC or comparable law of any jurisdiction and, including, without limitation, rights of others under any engine or parts interchange, loan lease or pooling agreement, and any International Interest and/or Prospective International Interest. "Mortgage": this Mortgage as defined in the preamble. "Mortgage Collateral": such collateral as defined in Section 2 hereof. "Obligations": such term as defined in the Credit and Security Agreement, including without limitation all amounts due to the Mortgagee arising under or related to this Mortgage. "Parts": at any time, all parts, components, equipment, instruments, appliances, avionics, radio and radar devices, cargo handling systems and loose equipment that are at such time incorporated or installed in or attached to any Airframe, Engine or Part, to the extent of the Grantor's ownership interest therein. "Permitted Liens": (a) Liens of carriers, warehousemen, artisans, bailees, mechanics and materialmen incurred in the ordinary course of business securing sums not overdue; (by Liens incurred in the ordinary course of business in connection with worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, relating to employees, securing sums (i) not overdue or (ii) being diligently contested in good faith provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP; (c) Liens in favor of Mortgagee; (d) Liens for taxes (i) not yet due or (ii) being diligently contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP and which have no effect on the priority of Liens in favor of Mortgagee or the value of the assets in which Mortgagee has a Lien; (e) purchase money Liens securing purchase money indebtedness to the extent permitted under the Credit and Security Agreement and this Mortgage (and as such terms are defined in the Credit and Security Agreement); and (f) Liens specifically identified as Permitted Liens in the Credit and Security Agreement. "Proceeds": the meaning set forth therefor in the UCC, and shall include, without limitation, the meaning set forth therefor in the Credit and Security Agreement and whatever is receivable or received when any Airframe, Engine or Part is sold, exchanged, collected or otherwise disposed of, including, without limitation, all amounts payable or paid under insurance, requisition or other payments as the result of any loss (including an Event of Loss) or damage to such Airframe, Engine or Part. "Prospective International Interest": such interest ascribed thereto in the Cape Town Convention. "Replacement Engine" as defined in Section 4.11 hereof. - 4 - CI1199 5086130-5.C66497.0072 EFTA00012395

EFTA00012396

"Tax" as defined in Section 4.3 hereto. "UCC" means the Uniform Commercial Code as the same may, from time to time be in effect in the State of New York; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Mortgagee's Lien on any Mortgage Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Mortgage relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions; provided further, that to the extent that the term "UCC" is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 shall govern. SECTION 2 GRANTING CLAUSE Mortgage and Grant of Security Interest. To secure the due and prompt payment and performance of the Obligations of the Grantor 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, whether now owned or hereafter acquired (herein collectively called the "Mortgage Collateral"), and agrees that the foregoing, together with the other provisions of this Agreement, creates in favor of the Lender an International Interest in the Aircraft, as collateral security for the prompt and complete payment and performance when due of all the Obligations: (a) the Aircraft (including the Airframe and the Engines) 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 this Mortgage; (b) all logs, manuals, books, records (including, without limitation, maintenance, servicing, testing, modification and overhaul records) and other documents (including, without limitation, any logs, manuals, books, records and documents maintained in electronic form) relating to or otherwise concerning the Aircraft, the Airframe or any Engine (collectively, the "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 Aircraft, the Airframe or any Engine; (e) all policies of insurance (including, without limitation, any insurance policies required to be maintained by Grantor hereunder relating to the Aircraft, the Airframe and/or any Engine 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 Aircraft or any part thereof and all compensation and other payments of any kind with respect to the Aircraft, 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, forfeiture, seizure, detention or other loss of title to or the use or possession of the Aircraft or any part thereof; - 5 - CI1199 5056130-5.066497.0072 EFTA00012397

EFTA00012398

(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 Aircraft 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 Aircraft or any part thereof or the provision of services of any nature whatsoever utilizing the Aircraft or any part thereof; (e) all Proceeds of all or any of the foregoing whether cash or otherwise. SECTION 3 REPRESENTATIONS AND WARRANTIES The Grantor represents and warrants that: (a) The Grantor shall (i) be a "citizen of the United States" as defined in 49 U.S.C. Section 40102(a)(15)(e), (ii) have good and marketable title to such Mortgage Collateral, free and clear of all Liens other than the Liens permitted by subsection 4.2 hereof, and (iii) duly register in the name of the Grantor, at its expense, the Airframe constituting part of such Aircraft, in accordance with the Act and shall have in full force and effect a certificate of airworthiness duly issued pursuant to said Act. (b) This Mortgage is in proper form to be duly filed for recordation in accordance with the Act against the Mortgage Collateral, and this Mortgage shall constitute a duly perfected lien on and prior perfected security interest in such Mortgage Collateral, subject to no other Liens (except for Permitted Liens). (c) (i) No International Interest or Prospective International Interest (other than that of Mortgagee) is registered with the International Registry with respect to the Aircraft; (ii) Grantor shall not consent to the registration of any International Interest or Prospective International Interest with respect to the Aircraft (other than any such interest registered in favor of Mortgagee); and (iii) Grantor has not executed an IDERA with respect to the Aircraft in favor of any person (other than Mortgagee) which has not been discharged and removed from the Civil Aircraft Registry in Oklahoma City, Oklahoma. SECTION 4 COVENANTS 4.1 Registration Maintenance and Operation. The Grantor, at its own cost and expense, will: (i) prior to mortgaging any Aircraft hereunder, (A) cause the Airframe included therein to be duly registered, and at all times thereafter to remain duly registered, in the name of the Grantor in accordance with the Act, (B) register, on the International Registry, its consent to the registration of the Mortgagee's International Interest created pursuant to this Mortgage and the other Loan Documents (including any Prospective International Interest) with respect thereto, (C) provide the Mortgagee reasonably satisfactory evidence that there aro no International Interests or Prospective International Interests against the Aircraft which are prior and superior to the Lien of this Mortgage in favor of the Mortgagee; (ii) at all times cause to be maintained, - 6 - CH199 5086110-5.056497.0072 EFTA00012399

EFTA00012400

serviced, repaired, overhauled and tested each Airframe, Engine, and Part, or other relevant Mortgage Collateral, so as to the good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, and, in the case of each Aircraft, in such condition as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in good standing at all times under the Act and to enable such Aircraft at all times to be operated in commercial cargo service in the United States; and (iii) maintain all records, logs and other materials required by the FAA and any other Governmental Authority having jurisdiction to be maintained in respect of such Mortgage Collateral. The Grantor will comply with all material rules and regulations of the FAA. The Grantor agrees that the Airframes, Engines and Parts and any other Mortgage Collateral will not be maintained, used or operated: (A) in violation of any material law, rule, regulation or order (as defined below) of any Governmental Authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to any Mortgage Collateral issued by any such Governmental Authority, except for any violation which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (B) in any area excluded from coverage by any insurance required by the terms of subsection 4.5 hereof, except in the case of a requisition for use by the United States of America, and then only if the Grantor obtains indemnity in lieu of such insurance from the United States of America against the risks and in the amounts required by said subsection 4.5 covering such area, or as to which the Grantor has otherwise obtained the written consent of the Mortgagee; or (C) in any recognized or threatened area of hostilities unless fully covered to the Mortgagee's satisfaction by war-risk insurance, or unless such Airframe, Engine, Parts or other Mortgage Collateral are operated or used under contract with the government of United States of America under which contract said government assumes liability for any other damage, loss, destruction or failure to return possession of such Airframe, Engine, Parts or Mortgage Collateral at the end of the term of such contract and for injury to persons or damage to property of others or unless the Aircraft is only temporarily located in such area as a result of an isolated occurrence attributable to a hijacking, medical emergency, equipment malfunction, weather conditions, navigational error or other similar unforeseen circumstances and the Grantor is using its good faith efforts to remove the Aircraft from such area. For purposes of this Section 4.1, a "material" law, rule, regulation or order of the FAA or any other Governmental Authority having jurisdiction (domestic or foreign) is one the violation of which may lead to an enforcement action by the FAA or such Governmental Authority or suspension, revocation or limitation of Grantor's authority to operate as a Certificated Air Carrier. 4.2 Liens. The Grantor will not create or suffer to exist any Lien, International Interests or Prospective International Interest upon or with respect to any of the Mortgage Collateral, except for Permitted Liens and any other Liens permitted by the terms hereof and by the Credit and Security Agreement. 4.3 Taxes. The Grantor will pay, and hereby indemnifies the Mortgagee and each Lender from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing being here called a "Tax") which may from time to time be imposed on or asserted against the Mortgagee or any Airframe, Engine or Part or other Mortgage Collateral or any interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority upon or with respect to: (i) any Airframe, Engine or Part, or any interest therein, (ii) the manufacture, - 7 - CHI99 5086130-5.066497M72 EFTA00012401

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purchase, ownership, mortgaging hereunder, lease, sublease, use, storage, maintenance, sale or other disposition of any Airframe, Engine or Part, or any rentals or other earnings, payable therefor or arising therefrom or the income or other proceeds received with respect thereto, or (iii) this Mortgage; provided, however, that, nothing in this subsection 4.3 shall require the payment of any Tax unless proceedings shall have been commenced to foreclose any Lien which may have attached as security for such Tax, so long as the validity thereof shall be contested in good faith by appropriate proceedings and that Grantor shall have set aside and maintained on its books adequate reserves with respect thereto. 4.4 Possession. The Grantor will not, without the prior written consent of the Mortgagee, except as permitted under the Credit and Security Agreement, lease or otherwise in any manner deliver, transfer, remove or relinquish possession or control of, or transfer any right, title or interest of the Grantor in, any Mortgage Collateral, including without limitation any Airframe, Engine or Part or install any Engine or permit any Engine to be installed, on any airframe other than an Airframe, or permit any Part to be installed on or attached to any airframe or engine other than to an Airframe or Engine. 4.5 Insurance. (a) The Grantor at its own expense shall carry insurance with respect to the Mortgage Collateral as required pursuant to the terms and provisions of the Credit and Security Agreement, together with such endorsements in favor of the Mortgagee (or Lender) as are required by the Credit and Security Agreement. (b) Upon the occurrence and continuance of an Event of Default, all insurance payments received by the Mortgagee (or Lender) or any Grantor with respect to the Mortgage Collateral shall be (if received by the Grantor, immediately paid to the Mortgagee (or Lender)) held and applied by the Mortgagee (or Lender) against the Obligations as provided under the Credit and Security Agreement, or be retained by the Grantor for application to the repair of damage to the Aircraft, Airframe, Engine, or Part for which such insurance was paid, all in accordance with the terms of the Credit and Security Agreement. 4.6 Modification and Additions. The Grantor, at its expense, shall make such modifications in and additions to the Airframes and the Engines as may be required from time to time to meet the standards of the FAA or other Governmental Authority having jurisdiction. In addition, so long as no Default or Event of Default shall have occurred and be continuing, the Grantor, at its expense, may from time to time make such modifications in and additions to any Airframe or Engine as it may deem desirable in the proper conduct of its business, provided that no such modification or addition shall diminish the value or utility of such Airframe or Engine or impair the airworthiness or operating condition thereof below the value, utility, airworthiness and condition thereof immediately prior to such modification or addition (assuming such Airframe or Engine was of the value and utility and in the condition required by the terms of this Mortgage immediately prior to such modification or addition) and any expenses incurred or related thereto are in accordance with the terms of the Credit and Security Agreement. 4.7 Reserved. - 8 - CHIS9 5086130.5.066497.0072 EFTA00012403

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4.8 Inspection. Subject to the provisions of Section 6.10 of the Credit and Security Agreement, the Grantor shall permit the Mortgagee by its officers or agents to inspect the Mortgage Collateral, including the Aircraft, and the Grantor's documents and records relating thereto:at all such times during normal business hours as the Mortgagee may from time to time reasonably request; provided that so long as no Event of Default shall have occurred and is continuing such visits shall be limited to two (2) occasions per fiscal year. 4.9 Reserved. 4.10 Citizenship. The Grantor shall at all times be a "Citizen of the United States" as defined in 49 U.S.C. Section 40102(a)(15)(c). 4.11 Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe on which such Engine was originally installed, the Grantor shall give the Mortgagee prompt written notice thereof and shall, within 90 days after the occurrence of such Event of Loss, duly subject to the lien and security interest of this Mortgage, in substitution for the Engine with respect to which such Event of Loss occurred, substitute another engine of the same manufacturer and model described on Schedule 1 attached hereto (or engine of the same manufacturer of an improved model and suitable for installation and use on an Airframe or such other engine acceptable to the Mortgagee) (herein called a "Replacement Engine"), free and clear of all Liens and having a value and utility at least equal to, and being in as good operating condition as, the Engine with respect to which such Event of Loss occurred assuming such Engine was of the value and utility and in the condition and repair required by the terms of this Mortgage immediately prior to the occurrence of such Event of Loss. At the time of such replacement, the Grantor, at its expense, shall (i) furnish the Mortgagee with evidence, reasonably satisfactory to the Mortgagee, of the Grantor's title to the Replacement Engine, (ii)' cause a supplement to this Mortgage describing the Replacement Engine to be duly executed and filed for recordation pursuant to the Act, (iii) furnish the Mortgagee with such evidence of compliance with the insurance provisions of subsection 4.5 hereof with respect to such Replacement Engine as the Mortgagee may reasonably request, and (iv) furnish the Mortgagee with such certificates and opinions of counsel as the Mortgagee may request in order to evidrnee the value, utility and operating condition of the Replacement Engine, the Grantor's title to the Replacement Engine free and clear of all Liens (other than Permitted Liens) and the subjection of the Replacement Engine to the lien and security interest of this Mortgage. Upon full compliance by the Grantor with the provisions of this subsection 4.11, the Mortgagee will deliver to the Grantor an instrument releasing the Engine with respect to which such Event of Loss occurred from the lien and security interest of this Mortgage. For all purposes of this Mortgage, each Replacement Engine shall, after being subjected to the lien and security interest hereof, be deemed an "Engine" as defined herein and shall be deemed part of the same Aircraft as was the Engine replaced thereby. 4.12 Further Assurances. The Grantor at its expense will promptly and duly execute and deliver such documents and assurances and take such action as may be necessary, or as the Mortgagee may from time to time request, in order to more effectively carry out the intent and purpose of this Mortgage, to establish, protect and perfect the rights, remedies, liens and security interests created or intended to be created in favor of the Mortgagee hereunder and to comply - 9 - O8199 5086130-5.0564920072 EFTA00012405

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with the laws and regulations of the FAA and the requirements of the Cape Town Convention with respect any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft, or the laws and regulations of any of the various states or countries in which the Mortgage Collateral, including the Aircraft is or may fly over, operate in, or become located in or any other applicable law, including, without limitation, the execution, delivery and tiling of UCC financing and continuation statements with respect to the security interests created hereby, registration of any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft with the International Registry, in each case in form and substance satisfactory to the Mortgagee, in such jurisdictions as the Mortgagee may reasonably request. The Grantor hereby authorizes the Mortgagee to file any such statements without the signature of the Grantor to the extent permitted by applicable law. 4.13 Sale of Aircraft. Without the prior written consent of the Mortgagee, the Grantor shall not sell, transfer or otherwise dispose of any Mortgage Collateral, including any Aircraft or enter into any conditional sale, finance lease or any other agreement or arrangement which has the same legal effect as a sale (regardless of whether Grantor retains title to such Aircraft), except as provided in the Credit and Security Agreement. SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral. Whether or not an Event of Default or Default shall have occurred and be continuing hereunder and/or under the Credit and Security Agreement, all payments and proceeds related to and arising from the Mortgage Collateral shall be paid to the Mortgagee and applied in accordance with the terms of the Credit and Security Agreement. SECTION 6 EVENTS OF DEFAULT AND REMEDIES 6.1 Remedies. If an Event of Default under the Credit and Security Agreement shall occur, the Mortgagee may, without notice of any kind to the Grantor, except as otherwise provided herein and to the extent permitted by law, carry out or enforce the actions or remedies provided in this Section 6 or elsewhere in this Mortgage, any applicable rights and remedies specified under the Cape Town Convention, and any rights and remedies otherwise available to a secured party under the UCC and/or the Uniform Commercial Code as in effect at the time in any applicable jurisdiction; provided, however, that such actions and remedies shall be in addition to, and not be deemed to limit, the remedies provided in any Security Document. 6.2 Possession of Mortgage Collateral. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, without notice, take possession of all or any part of the Mortgage Collateral, including the Aircraft and may exclude the Grantor, and all persons claiming under the Grantor, wholly or partly therefrom. In addition, the Mortgagee shall be entitled to exercise all of their respective rights and remedies as set forth in this Mortgage, under the Loan Documents, and at law with respect to the Mortgage Collateral. At the request of the Mortgagee, the Grantor shall promptly deliver or cause to be delivered to the Mortgagee or to whomsoever the Mortgagee shall designate, at such time or times and place - 10 - 0109 5086130-5.066497.0072 EFTA00012407

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or places as the Mortgagee may reasonably specify, and fly or cause to be flown to such airport or airports in the continental United States as the Mortgagee may reasonably specify, without risk or expense to the Mortgagee, all or any part of the Aircraft specified by the Mortgagee. In addition, the Grantor will provide, without cost or expense to the Mortgagee, storage facilities for the Mortgage Collateral, including any Aircraft. If the Grantor shall for any reason fail to deliver any Mortgage Collateral or any part thereof after demand by the Mortgagee, the Mortgagee may, without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee, (i) obtain an order from any court having jurisdiction conferring on the Mortgagee the right to immediate possession or requiring the Grantor to deliver immediate possession of all or part of such Aircraft to the Mortgagee, to the entry of which the Grantor hereby specifically consents, or (ii) with or, to the fullest extent provided by law, without such judgment, pursue all or any part of such Mortgage Collateral, including the Aircraft wherever they may be found and enter any of the premises of or leased by the Grantor where such Mortgage Collateral, including the Aircraft may be and search for such Mortgage Collateral, including the Aircraft and take possession of and remove the same. The Grantor agrees to pay to the Mortgagee, upon demand, all expenses incurred in taking any such action; and all such expenses shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage and the Security Documents. Upon every such taking of possession, the Mortgagee may, from time to time, make all such reasonable expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Mortgage Collateral, including the Aircraft as it may deem proper. 6.3 Sale and Suits for Enforcement. (a) If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee, with or without taking possession of the Mortgage Collateral, including the Aircraft, may: (i) to the extent and in the manner permitted by law, sell at one or more sales, all or any part of the Mortgage Collateral, at public or private sale, at such place or places and at such time or times and upon such terms, including terms of credit (which may include the retention of title by the Mortgagee to the property so sold), as the Mortgagee may determine, whether or not the Mortgage Collateral shall be at the place of sale; and (ii) proceed to protect and enforce its rights under this Mortgage by suit, whether for specific performance of any covenant herein contained or in aid of the exercise of any power herein granted or for the foreclosure of this Mortgage and the sale of the Mortgage Collateral under the judgment or decree of a court of appropriate jurisdiction or for the enforcement of any other right. (b) At any public sale of any Mortgage Collateral, including the Aircraft or any part thereof by the Mortgagee pursuant to paragraph (a)(i) above, the Mortgagee may consider and accept bids requiring the extension of credit to the bidder and may determine the highest bidder at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the extension of credit. CHI99 5086130-5.066497.0072 EFTA00012409

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