DocuSgn Envelope ID: 5F5A5466-1857-4351-A244-A6FO438E6749 0 us Omartnint ot siaraporiawin Federal Aviation Administration ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Nutritive NIIISTH Aircraft Make and Model RAYTHEON AIRCRAFT COMPANY 400A Present Registration Walther NISKTS Serial Number RK-244 Issue Date: Mar 11,2021 ICAO AIRCRAFT ADDRESS CODE FOR NI 88Th - 50260025 THORAIR LLC PO BOX 2218 SANDI/SKY OH 44871.2218 li>liukkitilthjeskjerell6Isilfroidil This is your authority to change the United Sous registration mamba on the above described siwaaft to the special registratwo number Mown Cony duplicate of this form in dm aircraft losather wiih the old tansostice conflate as Sale. *What mamas< 11w aircraft pending receipt of revised cenifieme ottani want/aim. The haat FAA Form 1)344, Applkstiao For Airworthiness as Ale b chat Hat 06.2014 The alnissahlons elswilfkatioo and talegOly: STU TRAKSP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry. Aircraft Registration Branch. within 5 days after the special registration number is placed on the aircraft. A revised certificate of aircraft registration will Men be issued. Obtain a revised certificate of airworthiness fmm your nearest Flight Standards District Office. The authority la me the special amber expires: Mar II, 2022 CERTIFICATION: I certify that the special registratioo ouroba was placed on he ainzaft detaital above. Neulllaned by: El IPAil titesm. SSOFII7DOCArs.10.. Sabine a 0 000 11 Aar. .1 nose ciors RETURN FORM TO: Civil Aviation Registry Aircraft Registration Broach P.O. Box 25504 Oklahoma Ciiy, Oklahoma 73125.0504 Tide of Chimer rt-e C; chant 71,hr Sport tat r r tNeVAYee Dile Placed ccAncraft. DI A ft' ft lik. a i arS 21 at FORM arM044 (5/250%) Sy/struts PrviMe• (dill°. NMI SDNY_GM_02761125 1 s-i ItII 0 -J to to SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248047 EFTA01331565

VN10HV1N0 All0 VINOFlV1N0 SO £ Nd 9— WY 1101 018 N011V011S103N 1O808IV VVi HIM 03113 SDNY_GM_02761126 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248048 EFTA01331566

We would like to change our current registration number and hold it until aircraft is finished being built. Our current registration number is N188TS which is currently on a BE-40 serial number rk-244 owned by ThorAir. We would like to hold N188TS and put N1lit8TH on the BE-40 RK-244. Enclosed will be two checks each for $10, one to change registration numbers, and the other to hold N188TS until further notice. If ou nave an uestion lease feel free to call Hunter McDonald (Chief Pilot) at 'r email at Please send all documents to PO box 2218 Sandusky Ohio 44871 Signed by: Title: NAesaltvoi-r- ••• Date: ‘2424/7—*24,--ii 210110812144 $10.00 01/11/2021 210110813507 ;10.00 01/11/2021 SDNY_GM_02761127 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248049 EFTA01331567

VIAOHV1M0 VVJOHVMO 9E :8 WV I I NC lig/ 88 NOLLAiSID38 Livaniv VVJ IiiIM 03114 SDNY_GM_02761128 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248050 EFTA01331568

°Paton:to) Number 2170-0729 F p,. 046017 Paperwork Reduction Act Statement: The ntormatiar colected on this form ts necessaryha maintain Scott registration. We estimate that it watered approxenately 30 ran Ides to conwiele Ire Sum. Please note that an agony may not corduct or sponsor. end a person le not required to respond to. a collection of irformallon unties it displays a vale CA10 patrol number Form Approved. OMB rte. 2120.0723 torments concerning the away of INS burden and suggestion for reducthg the burden should be &cued tia the FAA at. 800 Independence Avenue SW. Washirgton. DC 70691. ATTN: Informalicn Ooledbn Clearance Offcei. AES-200: DEPARTMENT OF TRANSPORTATION -FEDERAL AVIATION ADMINISTRATION AIRCRAFT REGISTRATION RENEWAL APPLICATION FAILURE TO RENEW REGISTRATICW WTI.L RESULT IN CARCBIATION OF REGISTRATION AND REGIS ;RATON NUMBER ASSIGNMENT (See C.F.& §§47.15(l), 47.40 and 47.41) ARCRAFT REGISTRATION NUMBER N TWITS MANUFACTURER RAYTHEON AIRCRAFT COMPANY DATE OF ISSUANCE 12/31/2013 SERIAL. NUMBER cur-244 MODEL 400A DATE OF EXPIRATION 12/312022 TYPE OF REGISTRATION U.0 ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE (Owner 1) ThoRAIR Lit (Owner 2) Ca Enter any additional owner names on page two. (Address) PO BOX 22t8 (Aarbess) City SANDUSKY State 011 ryy se/371.2218 Country UNITED STATES Physical Address: Required when nixing address a a P.O. Box or mail drop, (Address) 712 NEILSEN AVE (Address) City SANOUSKY State OH zip 44570 Counby MOSE° STATES TO RENEW REGISTRATION: AP)Vw aircraft registration Information. Earera the appropriate statement ENTER any Change In address in tlw spaces below. SIGN. DATE. & SEND form With MO $5 renewal fee to the: FM Airmail Registry. PO Box 25504, Oklahoma City OK 73125-0504, Of by (Muriel to. 6425 S Donneg Rm 118, Oklahoma Ow OK 73169-6937 ID I (WE) CERTIFY. THE NMIE(S) AND ADDRESSES FROM THE FM FILES FOR THE OWNER(S) OF THIS AIRCRAFT ARE CORRECT, OWNERSHIP MEETS CITIZENSHIP REQUIREMENTS OF 14 CFR §47.3. AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. UPDATE THE MAILING PHYSICAL AlYm2FSS AS SHOWN BELOW I (WE) CERTIFY THE: NAME(S) SI iC/NN ABOVE FOR THE OWNER(S) OF THIS AIRCRAFT IS CORRECT. OWNERSHIP MEETS THE CITIZENSHIP REOUREMENTS OF 14 CFR §47.3. AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. NEW MAILING ADDRESS NEW PHYSICAL ADDRESS: COTOCIC II physical address has changed, or the now mailing address is a PO Box or Mail Drop. HELPFUL INFORMATION Review Aircraft Registration File Information for this aircraft at: 9110://regjstry.fan.nov/aircraftincluirv. Assistance may be obtained al our web page httnfireoistry.laa.00virenewyenistration by ernal at faa.aicraftratiStniEDfaa.00v er by telephone at:: (666) 762 9434 Pell tree), or (406) 954 - 3116 When mailing fees, please use a check or money order made payable to to Federal avisson a4ministrrnion. Signature and Title Requirements for Common Registration Types: . Individual clone. must sign, title would be 'owner'. - Partners60 general partner signs Sheering 'general partner as title. • Corporation corporate officer or manager signs. stowing full tole - Limited Liatiary Co authorked member, manager, or officer identified in the LLC organization document signs. showing full title. Co-owner earn co-owner must sign. shoals 'co-owner as title. - Government authotted person must sign and show their tut title. Note: ATI sIgnatures must be In ink, or other permanent media. To correct entries: Draw a single line through error. Make correct entry in remaining space. or cemente the form Wane. An application harm will be HIODIIIS I SKY *MD M Ceeerthd bY Careabn tape or sin...arty obscured. TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: CMOS All applicable block(s) below, rOWIRI-Flf SIQa D.AIE MAIL this form with any foes to the: FM ti eratt Registry. PO Box 25504, Oklahoma City. OK. 73125-0504. or by courier to: 6425 S Denning Rm. 118. Oklahoma City OK 73169-6937 K CANCELLATION OF REGISTRATION IS REQUESTED. K THE AIRCRAFT WAS SOLD TO: (Show purchaser's name and address.) K THE AIRCRAFT IS DESTROYED OR SCRAPPED. K THE AIRCRAFT WAS EXPORTED TO: K OTHER, Specify El PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The $10 reservatem foo is encbsed SIGNATURE OF OWNER I (recited had) FJecircinkalty UMW by Rwystared Oman PRINTED NAVE OF SIGNER (resuroa Sole) TFILE (reputed kW) DATE 7717/2019 SIGNATURE OF OWNER 2 PRINTED NAME OF SIGNER TITLE DATE Use page 2 for additional signatures. AC Form 8050-1B (04/12) Fee paid: $5 (201907171106133717NB) SDNY_GM_02761129 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024805 I EFTA01331569

SDNY_GM_02761130 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248052 EFTA01331570

01114 Como! Mamba 21100729 Eatrim 04/30)17 Note: Twelve (12) owner names may be entered on this page. If you require more, enter the first 12 names and then print this page by pressing the Print Page 2' button below, Next click the 'Reset' button to clear the data fields (from page 2 only) to add more names. Repeat action as needed. NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER 1TRE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME Of SIGNER TITLE AC Form 8050-18 (04/12) REF N-NLIM: I8STS SDNY_GM_02761131 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248053 EFTA01331571

SDNY_GM_02761132 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248054 EFTA01331572

'RECORDED U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION CONVEYANCE. FILED NNUM: I SSTS SERIAL NUM: RIC•244 HEON AIRCRAFT COMPANY 40 RAYTHEON IN: MO DEL L: A AIR CARRIER: This form is to be used in cases what 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 AMENDMENT NO. 2 TO AIRCRAFT SECURITY AGREEMENT (SEE RECORDED CONVEYANCE RT008294 DOC ID 4587) DATE EXECUTED JANUARY I, 2019 FROM THORAIR, LLC DOCUMENT NO. LT021884 TO OR ASSIGNED TO FIFTH THIRD BANK DATE RECORDED MAR 18, 2019 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: t Total Engines: 2 I Total Props: Total Spare Peru NI88TS WMINT F.I443AP 2527676 WMINT FJ443AP 252768 REGAR.23R (08/09) SDNY_GM_02761133 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248055 EFTA01331573

SDNY_GM_02761134 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248056 EFTA01331574

FIFTH THIRD BANK AMENDMENT NO.2 TO AIRCRAFT SECURITY AGREEMENT THIS AMENDMENT NO. 2 dated as of January 1, 2019, amends that certain Aircraft Security Agreement dated as of December 27, 2013 (the "Agreement"), by and between FIFTH THIRD BANK, es Secured Party ('Secured Party and/or 'Lender), and THOFtAIR, LLC, as Grantor ("Grantor and/or Borrower"). Unless otherwise specified herein, all capitalized terms shall have the meanings ascribed to them In the Agreement. WHEREAS, the Borrower and the Lender are parties to an Aircraft Securibr Agreement dated as of December 3,1, 2013, which wee recorded by the Federal Aviation AdmInistrationn February 28, 2014, and assigned Conveyance No. RT008294 (as amended, the "Loan Agreement"); and WHEREAS, Borrower has requested that Lender extend the maturity of the Loan and modify the Interest rate and payments applicable to the Loan under the Loan Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party to this Amendment agrees, as follows: 1. Section 9.1(ae) of the Loan Agreement Is hereby restated as follows: 'a) 'Loan Documents' means, collectively, thls Agreement as amended by Amendment No. 1 to Aircraft Security Agreement dated February 1, 201rmendment No. 2 dated January 1, 2019, the Note, the Guaranty(s), an IDERA In favor of Secured Party, the Rate Management Agreement and all other documents prepared by Secured Party and now or hereafter executed In connection therewith and all amendments, restatements, modifications and supplements thereto. 2. Secton 9.1(gg) of the Loan Agreement Is hereby restated as follows: "bb) 'Note' means that certain Amended end Restated Promissory Note by Borrower, as maker, in favor of Lender, as holder, dated effective January 1, 2019, In the amended principal amount of 'es the same may be renewed, extended or modified from time to lime. 3. The Borrower agrees to pay all costs and expenses of the Lender In connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder (Including, wfthout limitation, the reasonable fees and expenses of counsel and FAA counsel for the Lender). 4. This Amendment shall become effective when, the Lender shell have received (I) a counterpart of this Amendment executed by the Borrower, and (II) an Amended and Restated Promissory Note executed by the Borrower In favor of Lender (collectively, the 'Amendment Documents'). THIS AMENDMENT IS BEING DELIVERED IN THE STATE OF OHIO. THIS AMENDMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WILL IN ALL RESPECTS BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. (Remainder of page Intentionally left blank. Signature page follows.) Y 4114"FAIV9 *hoe Schedule A 4ME Whiekt)IrstYhAc;Wv1 V34clYtt CAIN 190311251245 515.00 01/31/2019 CaSSI10110te ROSVCIed tc- SDNY_GM_02761135 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 LT021884 Convoy:ince Recorded Mar/18/2010 11.13 AM FAA EFTA_00248057 EFTA01331575

SDNY_GM_02761136 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248058 EFTA01331576

Except as modified herein, all of the terms, covenants and conditions of the Agreement shall remain in full force and effect and are in all respects hereby ratified and affirmed. IN WITNESS WHEREOF, Secured Party and Grantor have executed this Amendment as of the date first above written. Secured Party: Grantor: FIFTH THIRD BANK THORAI LLC By: se 1 .4 - Name: /fn . CAW, Title: Safi 2 AY: >game: --- nide:Wet:414M 0(hr-cid:tat :I itSlAteAlicr Cep:Pirate: Rer'Foie SDNY_GM_02761137 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248059 EFTA01331577

SDNY_GM_02761138 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248060 EFTA01331578

SCHEDULE A Intentionally omIlted for FM fling papoose a It contains =Mental Mendel WinneSon. ClinsileAthon: ReWitted 3 SDNY_GM_02761139 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248061 EFTA01331579

CERTIFICATE certify that have contend this I hereby t with the ring instrument and in it and corre py of said original. V141014%11;10.. O.13 VVI0WV-In0 ££ U gd 1£ MC bill 88 N0IPAISID3i1 OO3231V '04 1-10. (33113 SDNY_GM_02761140 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248062 EFTA01331580

DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE010377828 ORIG 85872 FFR 1/31/2019 RET'd TO C&D See Recorded Conveyance RT008294 Doc ID 4587 SDNY_GM_02761141 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248063 EFTA01331581

SDNY GM 02761142 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248064 EFTA01331582

OMB Control Nut 21204729 &pees OU30,40 Paperwork Reduction Act Statement, The intemation collected on this form Is necessary to martin aircraft rcliftetrardn. We seams that I NO eke WiProalmakeir 30 moultts to complete the form. Pease note that an agency may not cendtt or sponece. and a person is not required to impend Ws celled:on of Norma: unless It alscleW valid OMB control ranter. Form Approved. ORB No. 2120.0729 'Comments concerning the accuracy al Ws Lowden and suggetrione for reducing Seburden sticula be drectoi to the FAA at 800 Indepordence Averse SW. Washington. DC 20591. ATTN: inktmaliao Collodion Clearance Caber, AES-200." DEPARTMENT OF TRANSPORTATION - FEDERAL AVIATION ADMINISTRATOR AIRCRAFT REGISTRATION RENEWAL APPLICATION FAILURE TO RENEW REGISTRA RON MU RESULT IN CANCELLATION OF REGISTRATION AND REGISTRATION NUMBER ASSIGNMENT (Sm. 14 CFR. §§ 47.15GL 4740 and 41.41) AIRCRAFT REGISTRATION NUMBER N 1881$ MANUFACTURER RAYTHEON AIRCRAFT COMPANY DATE OF ISSUANCE 12/31/2013 SERIAL NUMBER RX-244 MODEL 400A DATE OF EXPIRATION 12/312019 TYPE OF REGISTRATION CORPORATION ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE (Oa t) THORAIR LLC (Owns' 2) fesz Enter wry &Mona( owner nernes on pegs two. (pones) PO BOX 221a (Address) City SmesuSKY Slab OH zip •41371.2216 Cooney UNIT83 STATES Physics] Address: Required when mailing address Is a P.O. Box or mat trop. (Address) 319 NELSEN AVE (ACiten) czy SANDUSKY stay, ON rc, 44(00 O:w ry UNITED STATES TO RENEW REGISTRATION: BEars aircraft rogistrakn information, SPI FCT the appropriate statement, eNTIT any change In address In the spaces below. MLA GATE & SEND form MTh the $5 renewal fee 10 the: FMAircraft Registry, PO Box 26504, Oklahoma City OK 73125-0504, a by courier lo: 6425 S Denning Rm 118. Oklahoma City OK 73169-6937 Mi (WE) CERTIFY. THE NAME(S) AND ADDRESSES FROM THE FM FILES FOR THE OWNER(S) OF THIS AIRCRAFT ARE CORRECT. OWNERSHIP MEETS CITIZENSHP REQUIREMENTS OF 14 CFR 647.3, AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. D UPDATE THE MAILING / PHYSICAL ADDRESS AS SHOWN BELOW. I (WE) CERTFY THE: NAME(S) SHOWN ABOVE FOR THE OWNER(S) OF THIS AIRCRAFT IS CORRECT, °TRUISM? MEETS THE CITIZENSHIP REQUIREMENTS OF 14 CFR 147.3, AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. NEW MAILING ADDRESS MELPTIL INFORMATION Review Aircraft Registration File Information for this aircraft at htto://realstry.faa.00viaircraftinouirv. Assistance may be obtained at or, web page hitatheoistrviaamovIrenevanaistratico of ramai at: faa.aWcraft.reeistrv≥raa,00v or by Ripeness at: (966) 762 . 9434 OM free). Or (405) 954 3116 When mailing fees, please use a check a matey order made parkas' to the Federal Amnion aormastraoon. Signalise and Title Requirements for Common Registration Types: IrdINOual meter mutt sign. Me would be owner'. - Faineant/ general partner Hers shoeing 'general panne' as title. - Capzcation corporate officer or manager signs, stowing full tits. - Unshed SIN CO authorized member. manager. or officer Identified In the LLC organtration exument signs. stowing full tine. • Co-owner each co-owner must sign: shooing *co-owner* as Me. Government motorized person must sign and show Me NI mit Rate: All signatures must be in let. or other permanent media. To correct entries: Draw a MD* Ins through error. Make correct Gnirk in KftRaftlif9) *POOL or compete to form on-Inct. M application form era be rejected t any entry is covered by correction tape or &needy obscured NEW PHYSICAL ADDRESS: compete If physical address has Mango& a the new mailing address is a PO Box or Mail Drop. TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: GIEGE MI applicable block(s) below, QQMELEZEE Siratt. DAM B MEL this form with arty *Oa to the: FM /Masa Regisby, PO Box 25504. Oklahoma City. OK. 73125-0504, or by courier to; 6425 S Donning Rm. 118, Oklahoma City OK 73169-6937 O CANCELLATION OF REGISTRATION IS REQUESTED. O THE AIRCRAFT WAS SOLD TO: (Shaw puittuiraers name and address.) O THE AIRCRAFT IS DESTROYED OR SCRAPPED. O THE AIRCRAFT WAS EXPORTED To - O OTHER, Specify O PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The SIO reservation fee Is enclosed. SIGNATURE OF OWNER 1 (mune Thee) PRINTED NAME Of SIDNEM pegged field) TITLE (required %id) DATE Medi Cat* Gmlifee by ROMMakki Orman 7/18/2016 SIGNATURE OF OWNER PRINTED NAME Cf SIGNER TITLE DATE Use page 2 for additional signatures. AC Fenn 8050-IB (04/12) Fob paid: $5 (201607180909154645NB) SDNY_GM_02761143 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248065 EFTA01331583

SDNY_GM_02761144 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248066 EFTA01331584

OMB Comm: Mamba 2120.0729 tapret 04/30•17 Note: Twelve (12) owner names may be entered on this page. If you require more, enter the first 12 names and then print this page by pressing the Print Page 2* button below. Next click the Reset' button to dear the data fields (from page 2 only) to add more names. Repeat action as needed. NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER WILE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE AC Form 8050-ID (04/12) REF N -NUM: Ian' SDNY_GM_02761145 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248067 EFTA01331585

SDNY_GM_02761146 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024806% EFTA01331586

0 ray. orapenrnrafra ei eressooreeko Federal Aviation Achvirdstration ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS special Ftegistration Number N1 Aircraft Make and Model RAYTHEON AIRCRAFT COMPANY 400A Present Registration Number N493LX Serial Number RK-244 Issue Dale: Apr 03, 2014 ICAO AIRCRAFT ADDRESS CODE FOR NISIITS - 50260036 THORAIR LLC PO BOX 2218 SANDUSKY 0/1 44871-2218 1,1.,1.1“11..1.1,..1...1h.1,1..1.1...111..1.1.1,,I,I...1.1,1 This is your authority to cheer the United Stela registretion number on the above described aircraft to Be spriel regidnUon number sham. cany duplicate of this form in the aircraft together win the old registneion catiliode as inweim mace* to operate the aharall putting receipt of revised ecnificate of roginratim. Obtain a relied confuse of oirouthlacos from your near- est Flight Standee& Mona (Ake. The Wert FAA Fens 81344, Applitatioo For Airworthhiess on Mc Is doled: Doc 29,2013 The airworthiness cluilfication sad category: STD TRANSP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days after the special registration number is placed on the aircraft. A revised calincate will then be issued. The authority to use the special camber exedra: Apr 03, 2015 CERTIFICATION: I certify That thespice] registration nentba '43 plated on the aircraft dumb .... RETURN FORM TO: Civil Aviation Registry, AFS-750 P.O. Box 25504 adahorna Oty, Oklahoma 73125-0504 Signature of Wetea bar OP Title of Owner. it/ a • l -r r , agR. Dale Placed on Aircraft 1140 bi t AC FORM 005044 (9200th Super...la theAcon VAiest SDNY_GM_02761147 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 V 0 a m a 8 0 EFTA 00248069 EFTA01331587

r • VWOHni0 All0 VHOHPUO Ca idd „Al; adg hiUl ._...89NO* 81 I 7H 5193(0312701177 V V ilAi r.:•: • :•. a SDNY_GM_02761148 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248070 EFTA01331588

A Insured Aircraft Title Service, Inc. T S P.O. Box 19527 4848 SW 36th Street beewtmateasecteit.com FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA Oklahoma City, Ok 73144 (405) 681-6663 Oklahoma City, Ok 73179 (800) 654-4882 FAX (405) 681.9299 Date: March 6, 2014 Dear Sir/Madam: Please Reserve N in NAME ONLY for. N# Change Request Please Reserve N 1881$ and aggn for the following aircraft N 493LX Make Raytheon Aircraft Co. Model 400A Serial S RK-244 Which is (1) being purchased by (2) registered to )00( THORAIR, LLC 2520 Campbell St. Sandusky, OH 44870 Payment of the required $10.00 fee per number to reserve/assign is attached. If the preferred N number is not available, please contact the undersigned for a selection of a new number. Please send the confirmation of reservation/8050-64 form to Insured Aircraft Title Service, Inc. in the Public Documents room of the FAA. Additional Information: Requested by: ilThays' ifin -L-Aad-n Rosalie Lowman 140851354372 $20.00 03/08/2014 SDNY_GM_02761149 0 a 0 w SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024807I EFTA01331589

ViVONV1U0 Alto VHOHVb10 L7 I Wd 9 OW hiel HS tiOLLYHIS1038 lativant v114 HIlh, 03714 SDNY_GM_02761150 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248072 EFTA01331590

DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE005658226 RECEIPT 0140210836122 $10.00 01/21/2014. REFUNDED $20 ON RECEIPT 8140651354372 BY MS ON 4/3/2014. NUMBER CHANGE REQUEST DOC ID 04340 FFR 01/21/2014 RET'D. SDNY GM_02761151 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248073 EFTA01331591

SDNY_GM_02761152 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248074 EFTA01331592

MEMORANDUM TO THE FILE RT February 28, 2014 ID DATE AIRCRAFT: N493LX DOCUMENT RETURNED February 28, 2014 (date) Date received: January 21, 2014 Reason returned: Cy EVS 04342 returned not needed. See Rea Conv IMC016800 Doc Id 02858 SDNY_GM_02761153 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248075 EFTA01331593

SDNY_GM_02761154 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248076 EFTA01331594

U.S. Department of Transportation Federal Aviation Administration Date of Issue: December 31, 2013 THORAIR LLC PO BOX 2218 SANDUSKY, OH 44871-2218 Fax ATTENTION: IATS Flight Standards Service Aircraft Registration Branch. AFS-750 F.O. Box 25504 Toll Free: WEB Addre Oklahoma 73126.0504 http:iiregistry.faa.gov T139138 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 Jan 30, 2014. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. daucadv40---- for Walter Hinkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-FAX-4 (03/10) SDNY_GM_02761155 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248077 EFTA01331595

SDNY_GM_02761156 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248078 EFTA01331596

U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMLNISTRATION CROSS-REFERENCE—RECORDATION RECORDED CONVEYANCE FILED IN: NAM 493LX SERIAL NUM: RE-244 MFR: AYTHEO OD R EL: 400A N AIRCRAFT COMPANY AIR CARRIER: This form is to be used in cases Aura a conveyance covers several aircraft and engines, propellers, or locations File originul of this form with the recorded ccoveyance and a copy in each aircraft folder involved. TYPE OP CONVEYANCE AIRCRAFT SECURITY AGREEMENT DATE EXECUTED DECEMBER 27, 2013 PROM THOFLMR LLC DOCUMENT NO. RT008294 TO OR ASSIGNED TO FIFTH THIRD BANK DATE RECORDED FEB 28, 2014 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: Total Score Parts: N493LX WMINT F244-3AP 252767 WMINT F144-3AP 25276E AFS.750-23R (ORAN) SDNY_GM_02761157 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248079 EFTA01331597

SDNY_GM_02761158 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248080 EFTA01331598

Aircraft Security Agreement between THORAIR, LLC as the Grantor and FIFTH THIRD BANK, as the Secured Party Dated as of December 27.2013 (N493LX) FM Authorization Code International Registration File Number(s): Airframe Engine et Engine #2 133641455107 skareerttuna rraro- *IC." iafinianri \El! SDNY_GM_02761159 O O ruru a 0 0 0 a 0 O .6) a DT SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Pr EFTA_00248081 EFTA01331599

VWOHYlNO All0 vivountio 86 Z Lid U£ 030 E10/ 88 NOI1ValS1032110113111V Wi HIIM 03114 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SDNY_GMJ 15,32761160 and 17 EFTA_00248082 EFTA01331600

TABLE OF CONTENTS ARTICLE 1. GRANT OF SECURITY INTEREST Section 1.1 . Grant of Security Interest Section 1.2 Grant Effective Section 1.3 Filing of Financing Statements and Continuation Statements Section 1.4 Delivery & Acceptance Section 1.5 .. .... — Additional Documents, Information ...-- ARTICLE 2. COVENANTS Section 2.1 Registration and Operation Section 2.2 Records and Reports Section 2.3 Maintenance Section 2.4 Replacement of Parts Section 2.5 Afterations. Modifications and Additions Section 2.6 Maintenance of Other Engines Section 2.7 Payment of Ctigations Section 2.8 Change of Name or Location Section 2.9 Inspection Section 2.10 i; jinrcarrici analReg anii; Section 2.11 trOatt nr Data Section 2.12 Late Payments Section 2.13 Transaction Expenses Section 2.14 - — RESERVED Section 2.15 - •• • • - Engine Maintenance Section 2.16 . . _ —.— Continued Subordination ARTICLE 3. EVENTS OF LOSS Section 3.1 - - Event of Loss with Respect lo the Aircraft Section 3.2 Event of Loss vAth Respect to an Engine Section 3.3 .. .- .--. - - • ••- . - - Application of Payments from Governmental Authorities or other Persons . Rights Assigned Section 3.4 • -. ARTICLE 4. INSURANCE Section 4.1 ...- ..-. • Insurance Section 4.2 -- ._. •• . ......--- - .. Requirements Section 4.3 • • ---- - • - .. No Right to Self insure Section 4.4 ... . Notice of Loss or Damage. Appticaton of Proceeds Section 4.5 • -- - • • •. - Reports. Policies. Certificates • • • • Section 4.6 -• -•• •• - . • ..• Attorney-in-Fact ARTICLE 6. EVENTS OF DEFAULT AND REMEDIES Section 5.1 • --- — •-• • . Events of Default Remedies Section 5.2 • • .. ..-. -.• - •• Remedies Section 5.3 .. --- • •-• • •—•-• . . .. Remedies Cumulative Section 5.4 — • --.••• - — --- - Grantor's Waiver of Rights Section 5.5 ---- -- -- - -- •-• - - Power of Attorney Section 5.6 - - --. Distribution of Amounts Received After an Event of Default ••• . Section 5.7 .— — -- • • .— Suits for Enforcement ARTICLE S. REPRESENTATIONS AND WARRANTIES Section 6.1 .- .--.- - • . • •••• •- ... • Representations. Warranties and Covenants of Grantor ARTICLE 7. SECURITY INTEREST ABSOLUTE Section 7.1 -•-- -•- •-- - - - -- .- Security Interest Absolute ARTICLE 8. SISCELULNEOUS Section 8.1 ---• • - - . •- -- Governing Law Section 8.2 • ----. - - - Notices Section 8.3 Time of the Essence Section 8.4 Limitation as to Enforcement of Rights. Remedies and Claims Section 8.5 Severabety of Invalid Provisions Section 8.6 Assignment Section 8.7 Benefit of Parties; Successors and Assigns; Entire Agreement Section ea Further Assurances Section 8.9 Performance by Secured Party Section 8.10 Indemnity Section 8.11 -- - — - • - — - - Amendments Section 8.12 Waiver of Jury Trial Section 8.13 - • • - Counterpart Execution. Joint and Several Liabnly ARTICLE 9. DEFINITIONS Section 9.1 Definitions Nerlrl SDNY_GM_02781181 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248083 EFTA01331601

SDNY_GM_02761162 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248084 EFTA01331602

Aircraft Security Agreement THIS AIRCRAFT SECURITY AGREEMENT ("Agreement-) is made and entered into as of December 27. 2013 by and between FIFTH THIRD BANK, having an office at 38 Fountain Square Plaza, Cincinnati, Ohio 45263 ("Secured Party') and THORAIR. LLC. a limited liability company organized and existing under the taws of the State of Minnesota and having its chief executive offices located at 2520 South Campbell Street, Sandusky, OH 44870 (-Grantor), Capitalized terms not otherwise defined herein have the meanings given in Article 9 hereof. RECITALS A. Pursuant to a Note by the Grantor. in favor of Secured Party, the Secured Party has agreed to make a term loan to the Grantor (the 'Loan!). B. As a condition precedent to the making of the Loan under the Note. the Grantor is required to execute and deliver this Agreement. C. Grantor is duty authorized to execute, deliver and perform this Agreement. NOW, THEREFORE. for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Secured Party to make the Loan pursuant to the Note, the Grantor agrees, for the benefit of the Secured Party, as follows: ARTICLE 1 GRANT OF SECURITY INTEREST Section 1.1 Gran( of Security Interest. The Grantor, in consideration of the premises and ether good and valuable consideration, receipt whereof is hereby acknowledged, and in order to secure the payment ol the principal of and interest on the Loan according to its tenor and effect, and to secure the payment of all other indebtedness under the Loan Documents and the performance and observance of all covenants, agreements and conditions contained in the Loan Documents (collectively referred to as the 'Obligations': provided, however, any Excluded Swap Obligations are specifically excluded from the definition of Obligations), does hereby convey, warrant. mortgage, assign, pledge, and grant a security interest to the Secured Party, its successors and assigns, in all and singular of the Grantors right, title and interest in and to the properties, rights, interests and privileges described below and all proceeds thereof (all of which properties, rights, interests and privileges hereby mortgaged, assigned, pledged and granted or intended so to be, together with all proceeds thereof, are hereinafter collectively referred to as the 'Co*starer) and agrees that the foregoing grant creates in favor of the Secured Party an International Interest in the Aircraft (including the Airframe and each Engine): a) all of the Grantors rights, Me and interests in the Equipment (including the Airframe, the Engines, and the Parts) and substitutions and replacements of any of the foregoing; b) any and all service and warranty rights related to the Equipment, including the Engines, and claims under any thereof: c) all proceeds of any or all of the foregoing, whenever acquired. including the proceeds of any insurance maintained with respect to any of the foregoing and all proceeds payable or received with respect to any condemnation, expropriation, requisition or other Event of Loss, or the proceeds of any warranty: d) the Purchase Agreement, if any, and any bill of sale pursuant lo which Grantor received title to the Aircraft, together with all rights. powers, privileges, options and other benefits of the Grantor under the Purchase Agreement and such bill of sale; e) any and all present and future Rate Management Obligations, leases. subleases, management agreements. interchange agreements, charter agreements. purchase agreements and any other present and future agreements of any kind whatsoever relating to the Equipment or any part thereof, including any International Interest (and associated rights) therein or related thereto in favor of Grantor (but not any obligations. liabilities and/or duties of any kind whatsoever of Grantor or any other party, person or entity of any kind whatsoever in connection therewith or related thereto): provided, however, that the foregoing assignment and grant of a security interest and lien in this subclause (e) shall not be deemed in any way whatsoever as an agreement by the Secured Party to permit or allow the Grantor (or any party, person or entity of any kind whatsoever) to enter into any such leases. subleases. management agreements. interchange agreements, charter agreements, purchase agreements and any other present and future agreements of any kind whatsoever, and the Grantor (or any party. person or entity of any kind whatsoever) shall only be allowed to enter into any of ,curs, or:O SDNY_GM_02781183 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248085 EFTA01331603

SDNY_GM_02761164 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248086 EFTA01331604

the foregoing in accordance with the terms of this Agreement. Grantor consents to the registration of the forgoing assignment of any international Interest (and associated rights) with the International Registry. f) any and alt present and future records, logs and other materials required by the FAA (and any other governmental authority having jurisdiction) to be maintained in respect of each item of Equipment including, without limitation, the tapes, disks, diskettes and other data and software storage media and devices, file cabinets or containers in or on which the foregoing are stored, including any rights of Grantor with respect to the foregoing maintained with or by any other person. g) all of Grantor's right, title and interest in and to (whether the following described properly or interests in property constitute accounts, chattel paper, documents, general intangibles, instruments or other property and whether now owned, existing, hereafter acquired, or arising, collectively, the 'Engine Maintenance Collateral'): (a) that certain Total Assurance Program dated as of December 11, 2013 (the 'Engine Maintenance Agreement") between Grantor and Wiliams International Co.. LLC. as the engine maintenance service provider for the Aircraft and Equipment (the "Service Provider"), a true and correct copy of which is attached as Exhibit C here to and incorporated by reference herein. (b) all supporting obligations, and (c) all products, cash proceeds, and non cash proceeds of any and all of the assets and property described above. Section 1.2 Grant Effective. The conveyance, warranty, mortgage, assignment, pledge and security interest created hereunder in all of the foregoing Collateral and International Interest created hereunder in and relating to the Airframe and each Engine are effective and operative immediately, and will continue in full force and effect until the Grantor has made such payments and has duly, fully and finally performed and observed all of its agreements and covenants and provisions then required hereunder and under the other Loan Documents. Section 1.3 • Filing of Financing Statements and Continuation Statements: Consent to Registration. Grantor hereby authorizes Secured Party to file UCC financing statements and amendments thereto. listing Grantor as debtor, and Secured Party and/or its assigns, as secured party, and describing the Collateral, and assignments thereof and amendments thereto. The Grantor, at the request of the Secured Party, will execute and deriver to the Secured Party for filing, if not already filed, such financing statements or Other documents and such continuation statements with respect to financing statements previously filed relating to the conveyance, warranty, mortgage, assignment. pledge and security interest created under this Agreement in the Collateral and execute, deliver, consent to, register or foie any other documents that may be required in order to comply with the Act, the Cape Town Treaty Or other applicable law or as may be specified from time to time by the Secured Party. The Grantor hereby consents to the registration by the Secured Party of each International Interest in or relating to the Aircraft (including the Airframe and each Engine) assigned or created pursuant to this Agreement (including any Prospective International Interest with respect thereto) with the International Registry and covenants to effect the registration of such consent with the International Registry on the date of such assignment or creation. Section 1.4 Delivery and Accestame. SECURED PARTY WILL HAVE NO OBLIGATION TO ADVANCE ANY FUNDS TO GRANTOR UNLESS AND UNTIL SECURED PARTY HAS RECEIVED A GRANTOR'S ACKNOWLEDGMENT (Certificate of Acceptance) RELATING TO THE EQUIPMENT EXECUTED BY GRANTOR. Such Grantor's Acknowledgment will constitute Grantor's acknowledgment that such Equipment (a) was received by Grantor, (b) is satisfactory to Grantor in all respects, (c) is suitable for Grantor's purposes, (d) is in good order, repair and condition, (e) operates properly, and (f) is subject to all of the terms and conditions of the Loan Documents. Grantor's execution and delivery of a Grantor's Acknowledgment will be conclusive evidence as between Secured Party and Grantor that the Equipment described herein is in all of the foregoing respects satisfactory to Grantor, and Grantor will not assert any claim of any nature whatsoever against Secured Party based on any of the foregoing matters; provided, however, that nothing contained herein will in any way bar, reduce or defeat any claim that Grantor may have against the seller or supplier of the Aircraft or any other person (other than Secured Party). Section 1.5 Additional Documents. Information. Grantor will deliver to Secured Party (a) such organizational documents for Grantor as requested by Secured Party, (b) a certificate or certificates executed by an authorized representative of Grantor certifying that the execution, delivery and performance of this Agreement and the transactions contemplated hereby have been authorized by all necessary action on the part of the Grantor, (c) an incumbency certificate of the Grantor containing the name(s), beefs) and specimen signatures of the person(s) authorized to execute and deliver such documents on behalf of Grantor, (d) if required by Secured Party, a certificate of good standing for Grantor from the state of its organization, (e) if required by Secured Party, an opinion of counsel for Grantor in form and substance reasonably satisfactory to Secured Party and its counsel; and (I) if requested by Secured Party, any and all Rate Management Agreements. ARTICLE 2 -- COVENANTS Section 2.1 Registration and Operation. 010•2020 SDNY_GM_02761165 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248087 EFTA01331605

SDNY_GM_02761166 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248088 EFTA01331606

a) Grantor, at its own cost and expense, will cause the Aircraft to be duly registered in the name of Grantor as owner and subject only to Secured Party's first priority security interest and International Interest, and at all times thereafter to remain duly registered, in the name of the Grantor as owner with the FAA pursuant to the Act. b) Grantor will not use the Aircraft in violation of any law or any rule, regulation or order (including those concerning alcoholic beverages or prohibited substances) of any governmental authority having jurisdiction (domestic or foreign) or in violation of any airworthiness certificate, license or registration relating to any item of Equipment issued by any such authority, except to the extent such violation is not material or the validity or application of any such law, rule, regulation or order is being contested in good faith and by appropriate proceedings (but only so long as such proceedings do not, in the Secured Party's opinion, involve any material danger of the sale, forfeiture or loss of such item of Equipment, or any interest, including the Secured Party's security interest or International Interest, therein or related thereto). c) Grantor will operate the Aircraft solely in the conduct of its business and/or for commercial purposes (and not for consumer, home or family purposes) and in such configuration as authorized by the FM. Grantor will not operate the Aircraft or permit the Aircraft to be operated (i) at any time or in any geographic area when or where insurance required by this Agreement is not in affect, (in in a manner or for any time period such that a Person other than Grantor will be deemed to have 'operational control* of the Aircraft except with the prior written consent of Secured Party, (iii) for the carriage of persons or property for hire except with the prior written consent of the Secured Party or (iv) transport of mail or contraband. Possession, use and maintenance of the Aircraft will be at the sole risk and expense of Grantor and the Aircraft wil be based at the Primary Hangar Location. Grantor win deliver to Secured Party a written waiver of any Lien or claim cl Lien against the Aircraft that is or could be held by any landlord (other than a governmental entity) or mortgagee of any hangar or storage facility where the Aircraft is or win be located. Grantor wilt not permit the Aircraft to be based away from its designated Primary Hangar Location for a period in excess of thirty (30) days without Secured Party's prior written consent. Grantor will cause the Aircraft to be operated at an times by duly qualified pilots who (x) are supplied by Grantor, (y) hold at least a vand commercial airman certificate and instrument rating and any other certificate, rating, type rating or endorsement appropriate to the Aircraft, purpose of flight, condition of flight or as otherwise required by the Federal Aviation Regulations or other applicable law or regulation. and (z) meet the requirements established and specified by the insurance policies required hereunder and by the FAA. GRANTOR WILL NOT OPERATE, USE OR LOCATE THE AIRCRAFT. OR PERMIT OR ALLOW THE AIRCRAFT TO BE OPERATED, USED OR LOCATED, OUTSIDE THE CONTINENTAL UNITED STATES, ALASKA OR CANADA WITHOUT THE PRIOR WRITTEN CONSENT OF THE SECURED PARTY. Grantor will execute and deliver and fde with the FAA on a prior to the date hereof an Irrevocable De-Registration and Export Request Authorization with respect to the Aircraft in the form attached hereto as Exhibit A Section 2.2 Records and Reports. The Grantor will cause all records, logs and other materials required by the FM and any Other governmental authority having jurisdiction to be maintained, in the English language. In respect of each item of Equipment. Grantor will promptly furnish or cause to be furnished to the Secured Party such information as may be required to enable the Secured Party to file any reports required to be filed by the Secured Party with any governmental authority because of the Secured Party's interests in any item of Equipment. Section 2.3 Maintenance. Grantor, al its own cost and expense. will fly, maintain, inspect, service. repair. overhaul and test the Aircraft (including each Engine of same), or will cause the Aircraft to be flown, maintained, inspected. serviced. repaired. overhauled and tested, under an approved FAA maintenance program and in accordance with (a) all maintenance manuals initially furnished with the Aircraft, including any subsequent amendments or supplements to such manuals Issued by the manufacturer from time to time, (b) all mandatory 'Service Bulletins' issued. supplied, or available by or through the manufacturer and/or the manufacturer of any Engine or part with respect to the Aircraft having a compliance date during the term of the Note and up to twelve (12) months thereafter, and (e) all airworthiness directives issued by the FM or similar regulatory agency having jurisdictional authority, and causing compliance with such directives or circulars to be completed through corrective modification or operating manual restrictions, having a compliance date during the term of the Note and twelve (12) months thereafter. Grantor will maintain the Aircraft in good and safe working order and in substantially the same condition as when originally delivered to Grantor. ordinary wear and tear excepted. Grantor will cause the Aircraft to be subject to an FAA Airworthiness Certificate at all times other than when the Aircraft as a whole is the subject of an Event of Loss. Grantor will maintain, or will cause to be maintained, in the English language, all records, logs and other materials required by the manufacturer thereof for enforcement of any warranties or by the FM. All maintenance procedures required hereby will be undertaken and completed in accordance with the manufacturer's recommended procedures, and by property trained, licensed and certified maintenance sources and maintenance personnel, so as to keep the Aircraft and each Engine in as good operating condition as when originally delivered to Grantor, ordinary wear and tear excepted, and so as to keep the PYIS 20 SDNY_GM_02761167 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248089 EFTA01331607

SDNY_GM_02761168 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248090 EFTA01331608

Aircraft in such operating 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. Section 2.4 Beolacement of Parts. The Grantor, at its own cost and expense, will promptly cause the replacement of at Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated. damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, the Grantor, at its own cost and expense, may permit the removal in the ordinary course of maintenance. service, repair, overhaul or testing of any Parts, whether or not worn out, lost. stolen, destroyed, seized, confacated, damaged beyond repair or permanently rendered unfit for use; provided, however, that the Grantor, at its own cost and expense. will cause such Parts to be replaced as promptly as possible. All replacement Parts must be free and dear of all Liens (except for Permitted Liens). will be in as good operating condition as. and will have a value and utility at least substantially equal to, the Pads replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. The Grantor's rights, title and interests in all Parts at any time removed from any item of Equipment will remain subject to the Lien of this Agreement no matter where located. until such lime as such Parts ate replaced by Parts which have been incorporated in such item of Equipment and which meet the requirements for replacement Pads specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to any item of Equipment as above provided, without further act. (a) the Grantor's rights, title and interests in such replacement Part will become subject to the Lien of this Agreement. and such replacement Part will be deemed pad of such item of Equipment for all purposes hereof to the same extent as the Paris originally incorporated in such item of Equipment, and (b) the Grantor's rights. title and Interests in the replaced Part will be released from the Lien of this Agreement and the replaced Part will no longer be deemed a Part hereunder. The Grantor will, not less often than once during each calendar year, provide to the Secured Party written confirmation, in form and content acceptable to the Secured Party, that the Grantor has complied with the provisions of this Section 2.4. Section 2.5 Alterations. Modifications and Additions. The Grantor, at its own cost and expense, will cause such alterations and modifications in and additions to the Equipment to be made as may be required from time to time to meet the standards of the FM and of any other governmental authority having jurisdiction and to maintain the certificate of airworthiness for the Aircraft: provided. however, that the validity or application of any such law, rule, regulation or order may be contested in good faith by appropriate proceedings (but only so king as such proceedings do not, in the Secured Partys reasonable opinion, involve any material danger of sale, forfeiture or loss of any item of Equipment. or any interest, including the Secured Party's security interest or International Interest, therein or related thereto). In addition, the Grantor, at no cost or expense to the Secured Party. may. from time to time, cause such alterations and modifications in and additions to any item of Equipment to be made as the Grantor may deem desirable: provided. That no such alteration. modification and addition win (a) materially diminish the value, Witty or condition of such item of Equipment below the value. utility or condition thereof immediately prior to such alteration, modification or addition, assuming the item of Equipment was then of the value and utility and in the condition required to be maintained by the terms of this Agreement. or (b) cause the airworthiness certification of the Aircraft to cease to be in good standing under the Act. The Grantor's rights, title and interests in all Pads added to the Aircraft, the Airframe, or an Engine as the result of such aeration. modification or addition will, without further act, be subject to the Lien of this Agreement. Notwithstanding the foregoing sentence of this Section 2.5, so long as no Event of Default has occurred and is continuing, the Grantor may remove any Part added to the Aircraft. Airframe, any or an Engine as contemplated in this Section 2.5 if (x) such Part is in addition to. and not in replacement of or substitution for, any Part originally incorporated in such item of Equipment at the time of delivery thereof or any Part in replacement of or substitution for any such Part, (y) such Part is not required to be incorporated or installed in or attached or added to such kern of Equipment pursuant to the terms of this Article 2. and (2) such Part can be removed from such item of Equipment without causing any material damage thereto. Upon the removal of any Part as above provided, such Part will be released from the Lien of this Agreement. Section 2.6 Maintenance of Other Engines. Each engine which does not constitute an Engine, but which is installed on the Airframe from time to time, veil be maintained, operated, serviced, repaired, overhauled, altered, modified and tested in accordance with Section 2.3 to the same extent as if it were an Engine. Section 2.7 Payment of Obligations. The Grantor hereby agrees that it will promptly pay or cause to be paid when due all taxes, assessments and other governmental charges imposed with respect to the Collateral (except to the extent being contested in good faith and by appropriate proceedings which do not involve any material risk of loss or forfeiture). Section 2.8 Change of Name OLLocation. Grantor will give Secured Party thirty (30) days prior written notice of any relocation of its chief executive office and of any change in its name, identity or state of organization. At least 10 Business Days prior to the occurrence of any such change or relocation. Grantor wilt (a) duly fide appropriate financing statements in all applicable filing office‘a(b) deliver to Secured Party copies of the form of such financing statements. Granter wit hangar the Aircraft at (Primary Hangar Location'), Grantor will supply Secured Party with a waiver of any Lien or claim of Lien against the Aircraft which could be held by any landlord or mortgagee of SDNY_GM_02761169 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024809 I EFTA01331609

SDNY_GM_02761170 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248092 EFTA01331610

the hangar or future aircraft storage facility. Grantor will not remove the Aircraft, or permit the Aircraft to be removed. from 45 designated home airport for a period in excess of thirty (30) days. without the prior written consent of Secured Party. Section 2.9 Inspection. Secured Party will have the right. but not the duty, to inspect the Aircraft, any component thereof, and the Records al any reasonable tine and from time to time, wherever the same may be located, upon reasonable prior written notice to Grantor unless a Default or Event of DefauN has occurred aid is continuing, in which case no prior notice will be required. At Secured Party's request. Grantor will confirm to Secured Party the location of the Aircraft and will, at any reasonable tine and from time to Ikne, make the Aircraft and/or the Records available to Secured Party for inspection. Section 2.10 Aircraft Registration International Registry. Grantor will not change the United States Registration Number of the Aircraft without Secured Party's prior written consent. Grantor will cause to be filed with the FM an FM Bill of Sale, the Agreement, an FM application for aircraft registration and such other documents as may be required under the Act or as otherwise necessary or prudent to cause the Aircraft to be and remain duly registered at all times with the FM in the name of Grantor as owner and subject only to Secured Party's first priority perfected security interest. Grantor will, at all times, keep on board the Akcraft a current and valid Registration Application or Certificate of Aircraft Registration. Grantor will cause each International Interest in favor of the Secured Party in or relating to the Aircraft (including in the Airframe and each Engine) created by this Agreement and, If the Aircraft is acquired by Grantor on or after March 1, 2006, the contract of sale (i.e. the bill of sale) transferring title in the Aircraft to Grantor, in each case, to be validly registered with the International Registry with such International Interests having pronly over all other registered or un-registered International Interests in the Airframe and Engines. Grantor will discharge or cause to be discharged any International Interest or Prospective International Interest in or relating to the Aircraft (including the Airframe and the Engine) not consented to in writing by Secured Pasty. Further, Grantor will not consent to any International Interest or Prospective International Interest in or relating to the Aircraft unless prior approval is obtained from the Secured Party in writing. • Section 2.11 Financial and Other Data. During the term of the Note and so long as any amounts are outstanding thereunder. Grantor agrees to furnish Secured Party: a) a copy of Grantor's federal income tax return with all schedules attached thereto at the time such return is filed with the Internal Revenue Service and in any event within 120 days of the end of each calendar year: b) promptly, such additional financial and other information as Secured Party may from time to time reasonably request. All such financial statements shall be prepared in accordance with generally accepted accounting principles, consistently applied. So long as Grantor is a reporting company under the Securities Exchange Act of 1934 and is timely filing the reports required thereunder to the Securities Exchange Commission, Grantor will have no obligation to furnish its financial statements as provided above. Section 2.12 late Payments. If Grantor fails to pay any amount due hereunder, after the expiration of any applicable grace period, Grantor shall pay to Secured Party a late payment fee equal to five percent (5%) of the amount unpaid. Such fee shall be payable on demand and shall constitute part of the Obligations. In addition, if Grantor fails to perform any of its obligations contained hereii, Secured Party may (but will not be obligated to) itself perform such obligations, and the amount of the reasonable costs and expenses of Secured Party incurred in connection with such performance, together with interest on such amount from the date said amounts are expended at the Default Rate. wilt be payable by Grantor to Secured Party upon demand. No such performance by Secured Party will be deemed a waiver of any rights or remedies of Secured Party or be deemed to cure any Default of Grantor hereunder. Upon the occurrence and during the continuance of an Event of Default, or if the Note is accelerated in accordance with the terms of this Loan Agreement, the outstanding principal and all accrued interest, as well as any other charges due Lender hereunder, Shall bear interest from the date on which such amount shall have first become due and payable to Lender to the date on which such amount shall be paid to Lender (whether before or after judgment), at a default rate, to be determined by Lender in its sole discretion from time to Ilene, equal to up to six percentage points (6.0%) in excess of the otherwise applicable rate of interest, not to exceed the maximum rate permitted by applicable law (the 'Default Rate'). Section 2.13 Transaction Expenses. Grantor will pay al actual and reasonable fees, costs and expenses incurred by Secured Party in connection with this Agreement and the other loan Documents, whether or riot the transactions contemplated hereby are consummated, including appraisal fees, Secured Party's counsel fees and expenses, FAA counsel fees and expenses, FAA, International Registry and UCC title and lien searches, reports, filing, registration and recording fees. charges and taxes. Grantor also agrees to pay all fees and expenses of Secured Party's counsel, FAA counsel and al other third parties who are engaged by Secured Party to update any FAA, International kik moo SDNY_GM_02761171 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248093 EFTA01331611

SDNY_GM_02761172 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248094 EFTA01331612

Registry or UCC title and/or hen reports and/or to review, file. register and record any and all documents and instruments as required by Secured Party, the International Registry or the FAA at any time during which any of the Obligations remain outstanding. Section 2.14 Reserved. Section 2.15 Engine Maintenancl. (a) Both Engines shall at all limes be covered by the Engine Maintenance Agreement, or another service and maintenance contract in form and substance reasonably satisfactory to Secured Party (i.e., taken as a whole, substantially as protective as the referenced agreement) which provides for the maintenance or overhaul of such property. (b) Grantor will execute and deliver, and cause to be executed and delivered. to Secured Party, an aircraft interest holder's agreement among Grantor, Secured Party, and Service Provider with respect to the Engine Maintenance Agreement, such agreement in form and substance reasonably acceptable to Secured Party. (c) Grantor will accurately and promptly report to Service Provider the applicable hours pursuant to. and in accordance with, the power by the hour provisions of the Engine Maintenance Agreement. (d) Without Secured Party's prior written consent, Grantor will not seek, agree to or permit, directly or indirectly, 0) Me cancellation or termination of the Engine Maintenance Agreement or (ii) the amendment, waiver or other change to any material term of or applicable to the Engine Maintenance Agreement. For the purposes of this Section 2.15 (d), 'material means any modification, waiver, or amendment of the Engine Maintenance Agreement which, in the judgment of Secured Party, would (A) adversely affect any of Secured Party's rights or remedies under the loan Documents or Secured Party's security interest in or other Lien on the Collateral (including the priority of Secured Party's Interests) or (B) create or result in an Event of Default. Section 2.16 Continued Subordination. Grantor will continue to subordinate the payment of any note(s) payable obligations in the amount of $2,500,000.00 owed to I/to:Sport, Inc. by Grantor until such time as the Obligations of Grantor to Secured Party are paid in full. Interest only payments are permitted without Secured Party's consent, but principal payments require the consent of Secured Party, which consent shall not be unreasonably withheld. ARTICLE 3 — EVENTS OF LOSS Section 3.1 Event of Loss with Respect to the Aircraft. Grantor will deliver to Secured Party written notice of the occurrence of any Event of Loss with respect to the Aircraft within five (5) days after the occurrence thereof. On the next Note Payment Date following such Event of Loss Grantor will pay to Secured Party an amount equal to the sum of (A) all amounts then due hereunder, under any other Loan Documents, and under the Note, plus (B) the Loss Value of the Aircraft determined as of such Note Payment Date. Upon payment in full by the Grantor of all such amounts. the Aircraft having suffered the Event of Loss will be released from the lien of this Agreement and the Secured Party will execute and deliver, at the Grantor's cost and expense, such instruments as may be reasonably required to evidence such release. Section 12 gvent of Loss with Respect to an Engine. Grantor will delver to Secured Party written notice of the occurrence of any 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 within five (5) days after the occurrence thereof. Within thirty (30) days after the occurrence of such Event of Loss, Grantor will convey to Secured Party, as replacement for the Engine with respect to which such Event of Loss occurred, a security interest to and International Interest in an engine that is (a) the same make and model number as the Engine suffering the Event of Loss. (b) free and clear of all Liens other than Permitted Liens. (c) of a value, utility, and useful life equal to, and in as good an operating condition as. the Engine suffering the Event of Loss, assuming such Engine was of the value and utility and in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss. Grantor, at its sole cost and expense, will furnish Secured Party with such documents to evidence the conveyance and the International Interest and shall make such filings and registrations with the FAA and the International Registry (and hereby consents to such registrations with the International Registry) with respect thereto, in each case, as Secured Party reasonably requests. Upon full compliance by Grantor with the terms of this paragraph. Secured Party will release Secured Party's right, title and interest, if any. in and to the Engine suffering the Event of Loss. Each replacement engine will, after such conveyance. be deemed an 'Engine' as defined herein and will be deemed part of the same Aircraft as was the replaced Engine. No Event of Loss with respect to an Engine will result in any reduction or delay in the payment of any amounts due under the Note or hereunder, or otherwise relieve Grantor of any obligation under this Agreement. Section 3.3 Application of Payments from Governmental Authorities or other Persons. Any payments (other than insurance proceeds, the application of which is provided for in Article 4). received al any tine by the Secured Party or Grantor from any governmental authority or other Person with respect to any Event of Loss, or from a governmental authority with respect to an event which does not constitute an Event of Loss, will be applied as follows: a) Such payments will be applied in reduction of the Grantor's obligation to pay the Loss Value, if not already paid by the Grantor, or, if already paid by the Grantor. will be applied to reimburse the Grantor for its Ppm. 20 SDNY_GM_02761173 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248095 EFTA01331613

SDNY_GM_02761174 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248096 EFTA01331614

payment of such amounts. The balance, if any, of such payment remaining thereafter, and after payment of all amounts then due and payable under the Loan Documents, will be paid to the Grantor. b) If such payments are received with respect to a requisition for use by the government which does not constitute an Event of Loss, such payments may be retained by the Grantor. C) Notwithstanding the foregoing provisions of this Section 3.3, any payments (other than insurance proceeds. the application of which is provided for in Article 4) received al any time by the Secured Party from any governmental authority or other Person with respect to any Event of Loss, which are payable to the Grantor, will not be paid to the Grantor if at the time of such payment an Event of Default or Default has occurred and is continuing, in which event all such amounts will be paid to and held by the Secured Party as security for the Obligations or, at the Secured Party's option, applied by the Secured Party toward the payment of such Obligations at the time due in such order of application as the Secured Party may from time to time elect. At such time as no Event of Default or Default has occurred and is continuing, all such amounts at the time held by the Secured Party in excess of the amount, if any, the Secured Party elected to apply as above provided will be paid to the Grantor. Section 3.4 Riahts Assioned. In furtherance of the foregoing, the Grantor hereby irrevocably assigns. transfers and sets over to the Secured Party all rights of the Grantor to any award or payment received by or payable to the Grantor on account of an Event of Loss. ARTICLE 4 — INSURANCE Section 4.1 Insurance. Grantor, at its sole cost and expense, will maintain or cause to be maintained: a) aircraft liability insurance covering claims arising from the use or operation of the Aircraft in or over any area (including contractual liability and bodily injury and property damage liability) in an amount not less than the greater of (i) $50,000,000 per occurrence, or such higher amounts as are required by law in the geographic location or country in or over which the Aircraft is flown, operated or located; and (ii) the amounts of aircraft lability insurance from line to time applicable to aircraft operated by Grantor (whether owned or leased) of the type of the Aircraft; b) cargo liability insurance sufficient to cover the maximum value of cargo on the Aircraft at any one time if Grantor is engaged in transporting properly of others; c) al-risk aircraft physical damage insurance covering the Aircraft in motion and not in motion, in flight and on the ground, and the Engine and all Pads while attached to or removed from the Airframe, in an amount not less than the lesser of the full insurable value of the Aircraft or the then Loss Value; d) for all locations which the Aircraft travels to and through: war and allied perils instirance to cover the perils of (i) war. invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, martial law, military or usurped power or attempts al usurpation of power, hi) strikes, riots, civil commotions of labor disturbances, (in) any act of one or more persons, whether o not agents of a sovereign power, for political or terrorist purposes and whether the toss or damage resulting therefrom is accidental or intentional, (iv) any vandaksm, malicious act or act of sabotage, (v) confiscation, naturalization, seizure, restraint, detention, diversion, appropriation, requisition for title or use by or under the order of any government (whether civil. military or de facto) or public or local authority and (vi) hijacking, or any unlawful seizure or wrongful exercise of control of the crew in flight; and e) such other insurance against such other risks as is usually carried by similar companies owning or leasing and operating aircraft similar to the Aircraft. All such insurance will be maintained with insurers of recognized reputation and responsibility (reasonably satisfactory to Secured Party) having a rating not less than Av from A.M. Best, or other rating approved by Secured Party. All insurance policies will be in a form acceptable to Secured Party. If Grantor fails to maintain insurance as herein provided, Secured Party may, at its option, provide such insurance, and Grantor will, upon demand. reimburse Secured Party for the cost thereof. Section 4.2 Requirements. All insurance policies required hereunder wilt (a) require 30 days' prior written notice to Secured Party of cancellation, non-renewal or material change in coverage (any such cancellation. non-renewal or change. as applicable, not being effective until the thirtieth (30th) day after the giving of such notice) except, in the case of cancellation for non-payment of premium. only 10 days' prior written notice shall be required and in the case of canceffation of the coverages described under Section 4.1(d). notice as established under the applicable endorsements; (b) name the Additional Insureds (as hereinafter defined) as an additional insured under the liability coverage and name Additional Insureds as sole loss payee under the physical damage insurance coverage: (c) not require contributions from POP of SDNY_GM_02761175 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248097 EFTA01331615

SDNY_GM_02761176 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248098 EFTA01331616

other policies held by the Additional Insureds; (d) waive any right of subrogation against the Additional Insureds; (e) in respect of any liability of any of the Additional Insureds, except for the insurers' salvage rights in the event of a loss or damage, waive the right of such insurers to setoff, to counterclaim or to any other deduction, whether by attachment or otherwise, to the extent of any monies due the Additional Insureds under such policies: 01 Permit but not require that any of the Additional Insureds pay or be liable for any premiums with respect to such insurance covered thereby; (g) provide for coverage in all areas in which the Aircraft is permitted to fly under the terms hereof; (h) provide that all of the provisions thereof. except the limits of liability, will operate in the same manner as if there were a separate policy covering each Additional Insured; and (I) contain breach of warranty provisions providing that. in respect of the interests of the Additional Insureds in such policies, the insurance will not be invalidated by any action or inaction of Grantor or any other person (other than an Additional Insured, as to Itself only) and will insure the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Grantor or by any other person (other than an Additional Insured, as to itself only). As used herein, the term 'Additional Insureds means 'Fifth Third Sank and es subsidiaries and affiliated companies including The Fifth Third Leasing Company, and their respective successors and/or 85305.. Section 4.3 No Right to Self-insure. Grantor wil not self-insure (by deductible, premium adjustment or risk retention arrangement of any kind) the insurance required to be maintained hereunder, except to the extent of deductibles usually and customarily maintained by companies engaged in the same or similar business as Grantor and operating the sane or simiar aircraft and approved by Secured Party. Section 4.4 Notice of Loss Damaoe: Aooication of Proceeds. Grantor will give Secured Party prompt notice of any damage to or loss of. the Aircraft, or any part thereof. Insurance proceeds for partial loss or damage to the Aircraft or any part thereof wil be applied as Secured Party in its sole discretion determines. Section 4.5 Reports, Policies. Certificates. Prior to the Closing Date. Grantor will deliver to the Additional Insureds certificate(s) of insurance and copies of the lienholder's endorsement evidencing that the insurance coverage required hereunder has been obtained beyond such expiration date, together with a certificate certifying that such insurance complies with the terms hereof, accompanied, if requested by Secured Party, by the applicable policies and reports) of insurance broker(s) or underwriter(s) as to the conformity of such coverage with such requXements; proviled, however, that the Additional Insureds will be under no duty ether to ascertain the existence of or to examine any certificates or reports or to advise Grantor if such insurance does nol comply with the requirements of this section. Nol less than fifteen (15) days prior to the expiration dates of the policies obtained by Grantor pursuant to this Section. Grantor will deliver to the Additional Insured certificates) of insurance and copies of the lienholder's endorsement evidencing that the coverage requited hereunder has been obtained beyond such expiration date, together with a certificate certifying that such insurance complies with the terms hereof, accompanied by any additional documentation regarding such Insurance requested by Secured Party. Section 4.6 Attorney-in Fact. Grantor irrevocably appoints Secured Party (and any assignee, mortgagee and/or lender of the Secured Party) its attorney-in-fact to file, settle, or adjust. and receive payment of, claims under any insurance policy required hereby and to endorse Grantor's name on any checks. drafts or other instruments in payment of such claims. and to otherwise act in Grantor's name and on its behalf to make, execute, deliver and fie any instruments or documents necessary in connection therewith, and to take any action as Secured Party (and any such assignee, mortgagee and/or lender) deems necessary or appropriate to obtain the benefits intended to inure to Secured Party under this Section 4. To the extent appropriate or permissible under applicable law, such appointment is coupled with an interest, is irrevocable, and will terminate only upon payment in full of the obligations set forth in this Agreement andfor any agreements, documents or instruments related thereto. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing hereunder. Secured Party agrees that it will not exercise its powers as attorney in fact with respect to claims for damages in amounts payable under such policies of insurance which are less than the lesser of (i) 5100,000.00. or (u) ten percent (10%) of the principal amount of the Note if the original principal amount of the Note is under one million dollars (51,000,000). ARTICLE 5 - EVENTS OF DEFAULT AND REMEDIES Section 5.1 Events of Default Remedies. As used herein, the term 'Event of Default' means any of the following events: a) Grantor fails to pay any Installment of principal or interest on the Note or any amount due hereunder within ten (10) days after the same has become due; b) Grantor fails to keep in full force and effect any of the insurance required under this Agreement, or operates the Aircraft at a lime when, or at a place in which, such insurance is not in effect velem SDNY_GM_02761177 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248099 EFTA01331617

SDNY_GM_02761178 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 00 EFTA01331618

c) Grantor fails to perform or observe any other covenant (including, without limitation, the financial covenants of Grantor set forth in Section 2.14 above), condition or agreement required to be performed or observed by It hereunder or under any agreement, document or certificate related hereto. and such failure continues for fifteen (15) days after written notice thereof from Secured Party to Grantor; Grantor defaults in the payment or performance of any other obligation to Secured Party or any affiliated Person controling, controlled by or under common control with Secured Party; e) any representation or warranty now or hereafter made or information now or hereafter provided by Grantor, including any financial information, proves to be or to have been false, inaccurate, or misleading in any material respect; f) the commencement of any bankruptcy. insolvency. arrangement, reorganization, receivership. liquidation or other similar proceeding by or against Grantor or any of its properties or businesses (which, in the case of a proceeding commenced against Grantor, has not been dismissed within sixty (60) days of the filing thereof), the appointment of a trustee, receiver, liquidator or custodian for Grantor or any of its properties or businesses, or the making by Grantor of a general assignment or deed of trust for the benefit of creditors; g) Grantor defaults in any obligation to a third party; h) if Grantor's obligations are guaranteed by any other party, an 'Event of Default' (under and as defined in the Guaranty executed by such Guarantor) shall occur; i) Grantor does or agrees to (i) sell. transfer or dispose of all or substantially all of its stock or other ownership interests, assets or properly, (I) merge with or into any other entity or engage in any form of corporate reorganization, (iii) become the subject of. or engage in, a leveraged buyout or (iv) terminate its existence by medlar, consolidation or sale of substantially all of its assets or othenNiSe: j) if Grantor is a privately held entity, more than 90% of Grantor's voting capital stock or ownership interests or effective control of Grantor's voting ownership interests or capital stock issued and outstanding from time to time is not retained by the holders of such stock or interests on the date of this Agreement; k) if Grantor is a publicly held corporation, there is a change in the ownership of Grantor's stock such that Grantor is no longer subject to the reporting requirements of the Securities Exchange Act of 1934 or no longer has a class of equity securities registered under Section 12 of the Securities Act of 1933: I) Grantor. if an individual, dies or. if a legal entity, is dissolved; m) Grantor becomes insolvent or generally fails to pay its debts as they became due or Grantor admits in writing its inability to pay its debts or obligations generaly as they become due: n) Secured Party determines, in its sole discretion and in good faith, that there has been a material adverse change in the business, operations or financial condition of the Grantor since the date of this Agreement or that Grantor's ability to make any payment hereunder promptly when due or otherwise comply with the terms of this Agreement or any other agreement between Secured Party and Grantor is impaired; o) any event or condition set forth in subsections (d) through (m) of this section occurs with respect to any Guarantor or other Person responsible, in whole or in part. for payment or performance of Grantor's obligations under this Agreement: p) any event or condition set forth in subsections (d) through (m) of this section occurs with respect to any affiliated Person, or any Person controlling, controlled by or under common control with Grantor, q) any of the liens created or granted hereby, or Intended to be granted or created hereby, to Secured Party fails to be valid, first priority perfected liens subject to no prior or equal lien: r) an additional lien (other than a Permitted Lien) attaches to the Equipment or any of the other Collateral, the Equipment or any of the other Collateral becomes subject to risk of seizure or forfeiture or Grantor creates in favor of or provides for the benefit of any Person (other than the Secured Party) or registers or consents to the registration with the International Registry of. an International Interest or a Prospective International Interest in or relating to the Airframe or Engines, or provides a IDERA in favor of any Person with respect to the Aircraft other than Secured Party; and 5) nonpayment by Grantor of any Rate Management Obligation when due or breach by Grantor of any term, provision or conditioned contained in any Rate Management Agreement. Pod PY SDNY_GM_02761179 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248101 EFTA01331619

SDNY_GM_02761180 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 02 EFTA01331620

Section 5.2 pemedies. Upon the occurrence of an Event of Default, Lender may, (i) at its option, declare all of the Obligations, including the entire unpaid principal of all Notes. all 04 the unpaid interest accrued therein, and all of the other sums (i any) payable by Borrower under this Agreement, any Notes. or any of the other Loan Documents. to be immediately due and payable, plus three percent (3%) of the unpaid principal of all Notes declared due by Lender (as compensation for reinvestment costs and not as a penalty), and (ii) proceed to exercise any one or more of the following remedies and any additional rights and remedies permitted by law (none of which shall be exclusive), all of which are hereby authorized by Borrower. In addition. Secured Party may exercise any one or more of the following remedies, as Secured Party in its sole discretion elects: a) Proceed by appropriate court action, either at law or in equity, to enforce performance by Grantor of this Agreement or to recover damages. Including incidental and consequential damages, for the breach hereof. b) Cause Grantor, at its expense, promptly to return the Aircraft to Secured Party al such place as Secured Party designates. c) Enter upon any premises where the Aircraft is located and, without nonce to Grantor, lake immediate possession of and remove the same, together with any Engines and Parts, by self-help, summary proceedings or otherwise without any liability of any kind whatsoever on the part of Secured Party lot or by reason of such entry or taking of possession. d) Sell or otherwise dispose of the Aircraft by public or private sale, with or without notice to the Grantor, and without having the Aircraft present at the place of sale and in such manner as it deems appropriate. Secured Party may elect to purchase the Aircraft at such sale for a price not less than the highest bona fide bid given by a Person unrelated to Grantor. Grantor waives all of its rights under laws governing such sale to the extent permitted by law. Grantor hereby agrees that ten working days' prior notice to Grantor of any public sale or of the time after which a private sale may be negotiated will be conclusively deemed commercially reasonable notice. e) Hold, keep idle, lease, de-register, export or use or operate all or part of the Aircraft without any liability whatsoever and store the Aircraft on Grantor's premises pending lease or sale or hold a sale on such premises without liability for rent or costs whatsoever. Enter upon any premises where the Aircraft is located and. take immediate possession of and remove the same, together with any Engines and Parts, by any legal means. f) By offset, recoupment or other manner of application, apply any security deposit. monies held in deposit or other sums then held by Secured Party or any affiliate of Secured Party, and with respect to which Grantor has an interest, against any obligations of Grantorr arising under this Agreement, any Notes or any other Loan Document, whether or not Grantor has pledged, assigned or granted a security interest to Secured Party in any or al such sums as collateral for said obligations. g) Exercise any other right or remedy available to Secured Party under applicable law. In addition, Grantor will be liable for a costs, charges and expenses, including reasonable legal fees and disbursements. incurred by Secured Party by reason of the occurrence of any Event of Default or in enforcing Secured Partys rights under the Agreement, before or in connection with litigation and for any deficiency in the disposition of the Aircraft. Section 5.3 Remedies Cumulative. Each and every right, power and remedy herein specifically given to the Secured Party or otherwise in this Agreement or the other Loan Documents are cumulative and are in addition to every other right, power and remedy herein or therein specifically given or now or hereafter existing at law, including upon an Event of Default any applicable remedies specified under the Cape Town Treaty available to Secured Party, in equity or by statute, and each and every right, power and remedy whether specifically herein or therein given or otherwise existing may be exercised from time to time and as often and in such ceder as may be deemed expedient by the Secured Party, and the exercise or the beginning of the exercise of any power or remedy will not be construed to be a waiver of the right to exercise at the same tine or thereafter any other right, power or remedy. No delay or omission by the Secured Party in the exercise of any right, power or remedy or in the pursuit of any remedy will impair any such right. power or remedy or be construed to be a waiver of any default on the part of the Grantor to be an acquiescence therein. Section 5.4 Grantor's Waiver of Rights. To the extent permitted by applicable law, the Grantor hereby waives any rights, now or hereafter conferred by statute or otherwise, which might limit or modify any of the rights or remedies of the Secured Party under or in connection with this Article 5. including any right to require Secured Party to sell, lease or otherwise use the Aircraft in mitigation of Secured Party's damages as set forth herein. rune." xi SDNY_GM_02761181 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248103 EFTA01331621

SDNY_GM_02761182 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 04 EFTA01331622

Section 5.5 Power of Attorney. The Grantor hereby appoints the Secured Party or its designated agent as such Grantor's attorney-intact, irrevocably, with full power of substitution, to collect all payments with respect to the Collateral due and to become due under or arising out of this Agreement or any other Loan Document, to receive all moneys (including proceeds of insurance) which may become due under any policy insuring the Collateral and all awards payable in connection with the condemnation, requisition or seizure of the Collateral, or any part thereof, to execute proofs of claim, to endorse drafts, checks and other instruments for the payment of money payable to the Grantor in payment of such insurance moneys and to do all other acts, things, take any actions (including the filing of financing statements or other documents) or institute any proceedings which the Secured Party may deem to be necessary or appropriate at any time to protect and preserve the interest of the Secured Party in the Collateral. or in this Agreement or the other Loan Documents. Section 5.6 Distribution of Amounts Received After an Event of Default. All payments received and amounts realized by the Secured Party with respect to the Collateral after an Event of Default has occurred and is continuing (whether realized from the exercise of any remedies pursuant to this Article 5 or otherwise). as wel as payments or amounts then held by the Secured Party as part of the Collateral, will be distributed by the Secured Party in the following order of priority: a) First, so much of such payments and amounts as are required to pay the expenses paid by the Secured Party pursuant to this Article 5 (to the extent not previously reimbursed) will be paid to the Secured Party; b) Second. so much of such payments or amounts as are required to pay the amounts payable to any Indemnified Party (to the extent not previously reimbursed) WI be paid to such Indemnified Party; c) Third, so much of such payments or amounts remaining as are required to pay In full the aggregate unpaid principal amount of the Loan, the accrued but unpaid interest thereon to the date of distribution, indemnification for funding losses, if any, and all other Obligations, will be paid to the Secured Party. such payments or amounts to be applied to the amounts so due, owing or unpaid in such order of application as the Secured Party may from time to time elect: and d) Fourth, the balance, if any. of such payments or amounts remaining thereafter will be paid to the Grantor. Section 5.7 Suits for Enforcement. In case of any default in payment of the Loan beyond any applicable grace period, then, regardless of whether or not the Loan has then been accelerated, the Secured Party may proceed to enforce the payment of the Loan. The Grantor agrees that, in the case of any default in the payment of the Loan, I will pay the Secured Party such further amount as is sufficient to pay the costs and expenses of collection, including reasonable attorneys' fees and expenses. ARTICLE 6 REPRESENTATIONS AND WARRANTIES Section 6.1 Representations, Warranties and Covenants of Grantor. Grantor represents. warrants and covenants that: a) Grantor's exact legal name is as set forth in the preamble of this Agreement and Grantor (i) is, and will remain, duly organized, existing and in good standing under the laws of the State set forth in the preamble of this Agreement, (ii) has its chief executive offices at the location set forth in such paragraph, (iii) is. and will remain, duly qualified and licensed in every jurisdiction wherever necessary to carry on its business and operations. (Iv) is and will continue to be a -citizen of the United States'. within the meaning of the Title 49. Subtitle VII of the United Stales Code. as amended and reoodified, and the regulations thereunder so long as any Obligations are due to Secured Party under the Loan Documents. (v) has not, within the previous six (6) years. changed its name, done business under any other names, changed its chief place of business from its present location, or merged or consolidated with any other entity except as previously disclosed to Secured Party, and (vi) is not insolvent within the meaning of any applicable stale or federal law, b) Grantor has full power. authority and legal right to enter into. and to perform its obligations under, each of the Loan Documents and has full right and lawful authority to grant the security interest described in this Agreement; c) The Loan Documents have been duly authorized, executed and delivered by Grantor and constitute legal, valid and binding agreements enforceable under all applicable laws in accordance with their terms, except to the extent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. rVr 11 el 20 SDNY_GM_02761183 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248105 EFTA01331623

SDNY_GM_02761184 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 06 EFTA01331624

d) No approval, consent or withholding of objections is required from any governmental body, agency, authority or instrumentality or any other entity with respect to the entry into, or performance by. Grantor of any of the Loan Documents, except such as have already been obtained: a) The entry into. and performance by. Grantor of the Loan Documents will not (i) violate any of Grantor's organizational documents or any judgment, order, law or regulation applicable to Grantor, or (i0 result in any breach of, constitute a default under, or result in the creation of. any lien, claim or encumbrance on any of Grantor's property (except for liens in favor of Secured Patty) pursuant to. any indenture mortgage, deed of trust. bank loan. credit agreement, or other agreement or instrument to which Grantor is a party. There are no suits or proceedings pending or, to Grantor's knowledge. threatened in court or before any commission, board or other administrative agency against or affecting Grantor which could, in the aggregate, have a material adverse effect on Grantor, its business or operations. or its ability to perform its obligations under the loan Documents; g) MI financial statements, if any, delivered to Secured Party in connection with the Obligations have been prepared in accordance with generally accepted accounting principles, and since the date of the most recent financial statement there has been no material adverse change in Grantor's financial condition or business prospects; h) Grantor is (or, if the Aircraft is to be acquired hereafter, will be) and will remain Ihe sole lawful owner of the Aircraft and, except as otherwise consented to in writing by Secured Party, Grantor will remain In sole, open and notorious possession of the Aircraft Grantor has (or, if the Aircraft is to be acquired hereafter, will upon acquisition thereof have) good and marketable title to the Aircraft and power to dispose of the Aircraft, free and clear of all tens and encumbrances other than the lien evidenced by this Agreement and Permitted Liens. Grantor will, at all times during which any amount remains unpaid hereunder or under the Note, keep the Aircraft and the other Collateral free from all Liens, other than those in favor of Secured Party and Permitted Liens, and Grantor wilt defend the Aircraft and the other Collateral against all claims and demands of all other persons claiming any interest therein; Grantor has filed or caused to be filed all required federal, state and local tax returns, and has paid or caused to be paid and will continue to pay al taxes that are due and payable with respect to its business and assets (except if being contested in good faith and if adequate reserves for the payment thereof have been established). All sales, use, documentation or similar taxes, fees or other charges due and payable on or prior to the date hereof with respect to the sale to and purchase by Grantor of the Aircraft have been paid in full. Grantor will promptly pay or cause to be paid all taxes, license fees, assessments and public and private charges that are or may be levied or assessed on or against the Aircraft or the ownership or use thereof, or on this Agreement; jJ Grantor is the registered owner of the Aircraft, as shown in the records of the FAA and, so long as any of the Obligations remain unpaid, Grantor wit not impair such registration or cause It to be Impaired. suspended or cancelled, nor will Grantor register the Aircraft under the laws of any country except the United States of America: k) Grantor will promptly notify Secured Party of any facts or occurrences which do or, by passage of time or otherwise, will constitute a breach of any of the above warranties and covenants; I) Each of the Engines has 550HP or greater rated takeoff horsepower or the equivalent of such horsepower and, if a jet propulsion engine, has at least 1750 lbs of thrust or its equivalent; m) Except for (i) registration of the Aircraft with the FAA, (ii) filing and recording of this Agreement with the FAA, (iii) the filing of AC Form 8050.135 with respect to the International Interests assigned or created (or to be assigned or created in the case of Prospective Assignments or Prospective International Interests) in the Aircraft by this Agreement and effecting the registration of such interests with the International Registry and (iv) filing of a financing statement under the UCC. no further action, including any filing. registration or recording of any document, is necessary or advisable in order to establish and perfect Secured Party's interest in the Aircraft as against Grantor and/or any other Person; n) Grantor has no pending claims and Grantor has no knowledge of any facts upon which a future claim may be based, in each case for breath of warranty or otherwise, against any prior owner, any manufacturer, or any supplier of the Airframe, any Engine, or any Parts; o) The Records have been kept, and Grantor will so long as any Obligations remain outstanding continue to keep the Records, in accordance with the requirements of the FAA rules and regulations and industry standards. Pow •2 an SDNY_GM_02761185 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248107 EFTA01331625

SDNY_GM_02761186 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 08 EFTA01331626

p) Grantor is. and will remain, in lull compliance with all laws and regulations applicable to it including without limitation, (i) ensuring that no person who owns a controlling Interest in or otherwise controls Borrower is or shall be (A) listed on the Specially Designated National and Blocked Person List maintained by the Office of Foreign Assets Control (OFAC'). Department of the Treasury and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, executive order or regulations or (C) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23. 2001), any related enabling legislation or any other similar executive order and (ii) compliance with all applicable Bank Secrecy Act CBS/VI laws. regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations ARTICLE 7 -- SECURITY INTEREST ABSOLUTE Section 7.1 Security Interest Absolute. All rights of the Secured Party and the security interests and International Interests assigned, granted to and created in favor of the Secured Party hereunder, and all obligations of the Grantor hereunder, wiR be absolute end unconditional, irrespective of: a) any lack of validity or enforceability of any Loan Document b) the failure of the Secured Party to: (i) assert any claim or demand or to enforce any right or remedy against the Grantor or any other Person under the provisions of the Loan Agreement any other Loan Document or otherwise: or 00 to exercise any right or remedy against any Guarantor of, or collateral securing, any of the Oblgations: c) any change in the time, manner or place of payment of, or in any other term of. al or any of the Obligations or any other extension, compromise or renewal of any of the Obligations: d) any reduction, limitation, impairment or termination of any of the Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and will not be subject to (and the Grantor hereby waives any right to or claim of) any defense or setoff. counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality. nongenuineness. irregularity, compromise. unenforceability of. or any other event or occurrence affecting. any of the Obligations: e) any amendment to, rescission. waiver, or other modification of, or any consent to departure from. any of the terms of the Loan Agreement or any other Loan Document; or fl any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty. for any of the Obligations: or any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of. the Grantor, any surety or any guarantor. ARTICLE 8 — MISCELLANEOUS Section 8.1 Govemina Law; Jurisdiction. THIS AGREEMENT IS BEING DEUVERED IN THE STATE OF OHIO. THIS AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WILL IN ALL RESPECTS BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO. WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. Grantor hereby Irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in any way in connection with this Agreement or any of the other Loan Documents may be Instituted or brought In the courts of the State of Ohio or in the United States Courts located in the State of Ohio. and the appellate courts from any thereof as Secured Pally may elect or in any other state or Federal court as Secured Party shall deem appropriate, and by execution and delivery of this Agreement, the Grantor hereby irrevocably accepts and submits to, and in respect of its properly, generally and unconditionally, the exclusive jurisdiction of any such court, and to all proceedings in such courts. Grantor irrevocably consents to service of any summons and/or legal process by first class. certified United Slates air mail, postage prepaid, to Grantor at the address set forth herein, such method of service to constitute, in every respect, sufficient and effective service of process in any such legal action or proceeding. Nothing in this Agreement or in any of the other Loan Documents shall affect the right to service of process in any other manner permitted by law or limit the right of Secured Party to bring actions, suits or proceedings in the courts of any other jurisdiction. Grantor further agrees that final judgment against it in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, within or outside the United States of America. by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of the liability. Secured Party and Grantor agree that such state and Federal courts of and within the State of Ohio have non-exclusive jurisdiction in respect of any claims brought under the Cape Town Treaty relating to the Aircraft. Page Ilan SDNY_GM_02781187 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248109 EFTA01331627

SDNY_GM_02761188 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248110 EFTA01331628

Section 8.2 Notices. All notices and other communications hereunder will be in writing and wil be transmitted by hand, overnight courier or certified mail (return receipt requested), US postage prepaid. Such notices and other communications will be addressed if to Secured Party, Fifth Third Bank - Equipment Finance, 38 Fountain Square Plaza. M010904A, Cincinnati, Ohio 45263, and if to Grantor at the address set forth in the introductory paragraph of this Agreement or at such other address as any party may, from time to time, designate by notice duly given in accordance with this section. Such notices and other communications will be effective upon the earlier of receipt or three days after mailing if mailed in accordance with the terms of this section. Section 8.3 Time of the Essence. Time is of the essence in the payment and performance of all of Grantor's obligations hereunder and under the other Loan Documents. Section 8.4 Limitation as to Enforcement el Rights, Remedies and Claims. Nothing in this Agreement, whether express or implied, will be construed to give to any Person other than the Grantor and the Secured Party any legal or equitable right. remedy or claim under or in respect of this Agreement a any other Loan Document. Section 8.5 Severability of Invalid Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such provision, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. Section 8.6 &gement GRANTOR WILL NOT SELL, TRANSFER, ASSIGN, CHARTER. LEASE, CONVEY. PLEDGE, MORTGAGE OR OTHERWISE ENCUMBER THE AIRCRAFT OR THIS AGREEMENT, AND ANY SUCH ATTEMPTED SALE, TRANSFER, ASSIGNMENT. CHARTER, LEASE, CONVEYANCE. PLEDGE. MORTGAGE OR ENCUMBRANCE. WHETHER BY OPERATION OF LAW OR OTHERWISE, SHALL BE OF NO FORCE OR EFFECT WITHOUT THE PRIOR WRITTEN CONSENT OF SECURED PARTY. IN ADDITION, GRANTOR WILL NOT ENTER INTO ANY INTERCHANGE AGREEMENT WITH RESPECT TO THE AIRCRAFT OR RELINQUISH POSSESSION OF THE AIRCRAFT OR ANY ENGINE. OR INSTALL ANY ENGINE OR PART. OR PERMIT ANY ENGINE OR PART TO BE INSTALLED, ON ANY AIRFRAME OTHER THAN THE AIRFRAME DESCRIBED HEREIN. No consent by Secured Party to any of the foregoing wit in any event relieve Grantor of primary, absolute and unconditional liability for its duties and obligations under this Agreement. Secured Party, at any time with or without notice to Grantor, may sea transfer, assign and/or grant a security interest in all or any part of Secured Partys interest in the Loan Documents or the Aircraft or any part thereof (each, a "Secured Party Transfer) and Grantor hereby expressly consents in advance to any such assignment by Secured Party of the Loan Documents and Secured Party's associated rights therein, including in connection therewith any assignment of Secured Party International Interests assigned or created hereunder in or relating to the Aircraft. Any purchaser, transferee, assignee or secured party of Secured Party (each a "Secured Party Assignee") vnll have and may exercise all of Secured Party's rights hereunder with respect to the items to which any such Secured Party Transfer relates, and Grantor will not assert against any Secured Party Assignee any claim Granter may have against Secured Party, provided Grantor may assert any such claim in a separate action against Secured Party. Upon receipt of written notice of a Secured Party Transfer. Grantor will promptly acknowledge in writing its obligations under this Agreement. will comply with the written directions or demands of any Secured Party Assignee and will make all payments due under the assigned Agreement as directed in writing by the Secured Party Assignee. Following such Secured Party Transfer. the term "Secured Party will be deemed to include or refer to each Secured Party Assignee. Grantor will provide reasonable assistance to Secured Party to complete any transaction contemplated by this subsection. Subject to the restriction on assignment contained in this subsection, this Agreement inures to the benefit of, and is binding upon, the successors and assigns of the parties hereto. Section 8.7 Benefit of Parties Successors and Assigns. Entire Agreement. All representations, warranties, covenants and agreements contained herein or delivered in connection herewith will be binding upon, and inure to the benefit of. the Grantor and the Secured Party and their respective legal representatives, successors and assigns. This Agreement. together with the other Loan Documents, constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes aft prior understandings and agreements of such parties. Section 8.8 Further Assurances. At any time and from time to time, upon the reasonable request of the Secured Party, the Grantor will promptly and duly execute and deliver any and all such further instruments and documents and take such action (including providing any necessary consents) with the International Registry as may be reasonably specified in such request, and as are reasonably necessary to perfect, preserve or protect the security interests, International Interests and assignments created or intended to be created hereby, or to obtain for the Secured Party the full benefit of the specific rights and powers herein granted and assigned. including the execution and delivery of Uniform Commercial Code financing statements and continuation statements with respect thereto, or similar instruments relating to the perfection of the mortgage, security interests, International Interests or assignments created or intended to be created hereby. Pop 14.110 SDNY_GM_02761189 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 II I EFTA01331629

SDNY_GM_02761190 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 12 EFTA01331630

Section 8.9 Performance by Secured Party. In its discretion, the Secured Party may (but will not be obligated to), at any time and from time to time (regardless of whether or not a Default or an Event of Default has occurred), for the account of the Grantor, pay any amount required to be paid by the Grantor hereunder, or do any act required of the Grantor hereunder, and which the Grantor fairs to pay or do at the time required, and any such payment will be repayable to the Secured Party by the Grantor on demand, will bear interest at the Default Rate, and will be secured by the Collateral. Section 8.10 Indemnity. Grantor will indemnify and hold harmless Secured Party and each Secured Party Assignee, on an after tax basis, from and against any and all liabilities. causes of action, claims, suits, penalties, damages, losses, costs or expenses (including attorneys' fees). obligations, demands and judgments (collectively. a "Liability") arising out of or in any way related to: (a) Grantor's failure to perform any covenant under any of the Loan Documents, (b) the unlmth of any representation or warranty made by Grantor under the Loan Documents. (c) the order. manufacture, purchase, ownership, selection, acceptance, rejection, possession. rental. sublease, operation, use. maintenance, control, loss, damage, destruction, removal, storage, surrender, sale, condition, delivery, return or other disposition of or any other matter relating to the Aircraft, or (d) injury to persons. property or the environment including any Liability based on stria liability in tort, negligence, breach of warranties or Grantor's failure to comply fully with applicable law or regulatory requirements: provided, that the foregoing indemnity will not extend to any Liability to the extent resulting solely from the gross negligence or willful misconduct of Secured Party. Section 8.11 Amendments. Neither this Agreement, nor any of the terms hereof, may be terminated, amended, supplemented, waived or modified orally, bul only by an instrument in writing which is signed by the party against whom the enforcement of the termination, amendment, supplement, waiver or modification is sought. Section 8.12 Waiver of Jury Trial. SECURED PARTY AND GRANTOR HEREBY EACH WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THE AIRCRAFT OR THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. THIS WAIVER IS MADE KNOWINGLY. WILLINGLY AND VOLUNTARILY BY SECURED PARTY AND GRANTOR, WHO EACH ACKNOWLEDGE THAT NO REPRESENTATIONS HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. THIS WAIVER APPLIES TO ANY SUBSEQUENT AMENDMENTS, RENEWALS. SUPPLEMENTS OR MODIFICATIONS HERETO. GRANTOR AGREES THAT IT WILL NOT ASSERT ANY CLAIM AGAINST THE SECURED PARTY OR ANY OTHER PERSON INDEMNIFIED UNDER THIS AGREEMENT ON ANY THEORY OF LIABILITY FOR SPECIAL, INDIRECT. CONSEQUENTIAL. INCIDENTAL OR PUNITIVE DAMAGES. Section 8.13 Counterpart Execution Joint and Several Liability. This Agreement and any amendments to this Agreement may be executed in any number of counterparts and by different parties on separate counterpans, each of which, when so executed and delivered, will be an original, but all such counterparts will together constitute but one and the same instrument. Fully executed sets of counterparts will be delivered to, and retained by. the Grantor and the Secured Party. If this Agreement is executed by more than one Person as Grantor, the obligations of all such signers hereunder will be joint and several and all references to 'Grantor' will apply both jointly and severally. ARTICLE 9 -- DEFINITIONS Section 9.1 Definitionl. In this Agreement, unless the context otherwise requires. the terms defined herein and in any agreement executed in connection herewith include, where appropriate, the plural as well as the singular and the singular as well as the plural. Except as otherwise indicated, all agreements defined herein refer to the same as from time to time amended or supplemented, or the terms thereof waived or modified in accordance herewith and therewith. The terms Including."includes' and Include' will be deemed to be followed by the words 'without limitation.' Unless otherwise defined here-h. capitalized terms used herein have the meanings given thereto in the Note. The following terms have the respective meanings set forth below: a) 'Act' means the Federal Aviation Act of 1958. as amended from time to time and recodified at 49 U.S.C. § 44101 et seq. b) 'Agreement', 'this Agreement', "hereby". 'herein'. 'hereof", 'hereunder or other like words means this Aircraft Secunty Agreement, as it may be amended, modified or supplemented from tine to time. c) 'Aircraft' means the Airframe together with the Engine(s), whether or not such Engine(s) are installed on the Airframe or any other airframe. d) 'Airframe' means (i) one (1) Raytheon Aircraft Company 400A aircraft (excluding, however, the Engine or engines from time to time installed thereon) having the United Stales Registration Number and r/0.e.rm SDNY_GM_02781191 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 1 1 3 EFTA01331631

SDNY_GM_02761192 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 14 EFTA01331632

manufacturers serial number specified on Schedule 1 attached hereto. (ii) any and all avionics, appliances, instruments, accessories and pans, and all replacements therefor, which are from time to time incorporated or installed in or attached thereto or which have been removed therefrom, and (iii) any replacement airframe which may from time to time be substituted for such Airframe in accordance with the terms of the Agreement. e) 'Business Day' means a day other than a Saturday or Sunday on which the banks are open for business in Cincinnati. Ohio. 0 'Cape Town Treaty' has the meaning provided in 49 U.S.C. §44113(1). 9) 'Closing Date' means the date on which the Secured Party makes the Loan to Grantor pursuant to the Note. h) 'Collateral' has the meaning set forth in Section 1.1 hereof. I) 'Commodity Exchange Act' means the Commodity Exchange Act (7 U.S.C. § 1 et seq.). as amended horn lime to time, and any successor statute. j) 'Default' means an event which, after the giving of notice or lapse of time, or both, would become an Event of Default. k) 'Default Rate' means the rate per annum set forth in Section 7 of the Note. I) 'IDERA' means an Irrevocable De-Registration and Export Request Authorization in substantially the form annexed to the Cape Town Treaty. m) 'Engine' means (i) each of the (2) engines manufactured by Williams International. model FJ44- 3AP Series having the manufacturer's serial number specified on Schedule 1 attached hereto (which engine(s) have 550HP or greater rated takeoff horsepower or the equivalent of such horsepower and, if such engine is a jet propulsion aircraft engine, has at least 1750 lb of thrust or its equivalent), whether or not from time to time installed on the Airframe or any other airframe, (ii) any replacement engine which may from time to time be substituted for the Engine pursuant to the terms of the Agreement, and (iii) in each case, any and all pans which are from lime to time incorporated or installed in or attached to the Engine and any and all parts removed therefrom. n) 'Equipment' means any or all of the Airframe, Engines and Parts. o) • Event of Default' has the meaning set forth in Section 5.1 hereof. P) 'Event of Loss' means' the Aircraft is lost, stolen, destroyed, rendered permanently unfit for its intended use, or irreparably damaged. from any cause whatsoever; (ii) the Aircraft Is returned to the manufacturer or seller or either of their agents or nominees pursuant to any warranty settlement or patent indemnity settlement; (ill) the Aircraft is damaged to the extent that an insurance settlement is made on the basis of a total loss or a constructive or compromised total loss: (iv) the Aircraft is prohibited from use for air transportation by any agency of the Government for a period of six months or more; or (v) the Aircraft is taken or requisitioned by condemnation or otherwise by any governmental Person, including a foreign government a the Government resulting in loss of possession by the Grantor for a period of six months or more. An Event of Loss with respect to the Aircraft will be deemed to have occurred if an Event of Loss occurs with respect to the Airframe that constitutes a part of the Aircraft. 'Excluded Swap Obligation' means, with respect to any guarantor of a Swap Obligation, including the grant of a security Interest to secure the guaranty of such Swap Obligation, any Swap Obkgation if, and to the extent that, such Swap Obligation is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such guarantor's failure for any reason to constitute an -eligible contract participant' as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty or grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Swap Obligation or security interest is or becomes illegal. Pa. ltMH SDNY_GM_02761193 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 1 1 5 EFTA01331633

SDNY_GM_02761194 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248116 EFTA01331634

r) 'FAA' means the United Slates Federal Aviation Administration or any governmental Person. agency or other authority succeeding to the functions of the Federal Aviation Administration. s) 'Government' means the federal government of the United States of America or any instrumentality or agency thereof. "Guarantor" means individually and collectively, any guarantor of Grantor's obligations owed to Secured Patty. u) 'Guaranty' means individually and collectively, any agreement under which any Guarantor guarantees Grantor's obligations owed to Secured Party. v) 'Incorporated in' means incorporated. installed in or attached to or otherwise made a pad of. w) 'Indemnified Parties' means the Secured Party and its successors, assigns, transferees, directors, officers, employees, shareholders. servants and agents. x) international Interest' shall have the meaning provided thereto in the Cape Town Treaty. y) *International Registry' has the meaning provided in 49 V.S.C. §44113(3). z) 'Lien' means any assignment, mortgage, pledge, lien, charge. encumbrance, lease security, interest International Interest. Prospective Assignment, Prospective International Interest, or any claim or exercise of rights affecting the title to or any interest in property. aa) 'Loan Documents' means. collectively, this Agreement, the Note, the Guaranty, if any, an IDERA in favor of Secured Party, the Rale Management Agreement and all other documents prepared by Secured Party and now or hereafter executed in connection therewith and all amendments, restatements. modifications and supplements thereto. bb) 'Loss Value' means 100% of the amount necessary to pay in full, as of the date of payment thereof, the principal and accrued interest on the Loan plus any prepayment premium If an Event of Loss occurs during a period of time when no prepayment is permitted, the Loss Value will include a prepayment premkrn in an amount equal to 3% of the then outstanding principal balance remaining under the Note. cc) 'Modified Following Business Day Convention' means the fist following day that is a Business Day unless lhat day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day. dd) 'Note' mean. collectively, all now existing or hereafter executed promissory notes by Grantor as maker in favor of Secured Party, which, according to their respective terms, are executed pursuant lo, and secured by the Collateral pledged under, this Agreement, and all amendments, restatements. modifications and supplements thereto. ee) 'Note Payment Date' has the meaning set forth in the Note. ff) 'Obligations' has the meaning given in Section 1.1. gg) 'Parts' means all appliances, parts, components, instruments. appurtenances. accessories, furnishings and other equipment of whatever nature (other than a complete engine or engines) whether now owned or hereafter acquired which may from time to time be incorporated in the Airframe or any Engine (and means any of the foregoing) or, after removal therefrom, so long as such Pads remain subject to the Lien of this Agreement in accordance with Section 2.4 or Section 2.5 hereof. hh) 'Prospective Assignment' shall have the meaning provided thereto in the Cape Town Treaty. 'Prospective International Interest' shall have the meaning provided thereto in the Cape Town Treaty. 'Permitted Lien' means: 0) Liens in favor of or expressly consented to in writing by the Secured Party. and (ii) mechanics or other like Liens arising in the ordinary course of business for amounts which are not material and the payment of which is either not yet due or is being contested in good faith by appropriate proceedings so long as such proceedings do not, in the Secured Party's opinion, involve any material danger of the attachment, sale, forfeiture or loss of any item of Equipment or any interest therein (including the Lien of the Secured Party). 4.0 I? SDNY_GM_02761195 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248117 EFTA01331635

SDNY_GM_02761196 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 18 EFTA01331636

kk) 'Person' means any individual, corporation, partnership, limited liability company, joint venture, association. joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. II) 'Primary Hangar Location' has the meaning specified in Section 2.8. mm) 'Purchase Agreement' (if any) means the Purchase Agreement dated October 2. 2013. between Nextant Aerospace. 1.1C as seller, and Grantor as buyer, as it may be amended, modified or supplemented from time to time. nn) "Rate Management Agreement" means any agreement, device or arrangement providing for payments which we related to fluctuations of interest rates, exchange rates, forward rates, or equity prices. including, but not limited to, dollar-denominated or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rale currency or interest rate options, puts and warrants, and any agreement pertaining to equity derivative transactions (e.g., equity or equity index swaps. options. caps, floors, collars and forwards). including without limitation any ISDA Master Agreement between Grantor and Secured Party or any affiliate of Fifth Third Bancorp. and any schedules. confirmations and documents and other confirming evidence between the ponies confirming transactions thereunder, all whether now existing or hereafter arising, and in each case as amended, modified or supplemented from time to tore. oo) 'Rate Management Obligations means any and all obligations of Grantor to Secured Party or any affiliate of Filth Third Bancorp, whether absolute, contingent or otherwise and howsoever and whensoever (whether now or hereafter) created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefore), under or in connection with (i) any and all Rate Management Agreements. and (10 any and all cancellations, buy-backs, reversals, terminations or assignments of any Rate Management Agreement. pp) 'Records' means the records, logs and other material described in Section 2.2. qq) 'Swap Obllgatlon' means any Rate Management Obligation that constitutes a 'swap' within the meaning of section la(47) of the Commodity Exchange Act, as amended from time to time. rr) 'UCC' or 'Uniform Commercial Code' means the Uniform Commercial Code as in effect in any applicable jurisdiction. (Signature pages follow" SDNY_GM_02781197 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002481 I 9 EFTA01331637

SDNY_GM_02761198 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 20 EFTA01331638

IN WITNESS WHEREOF, the parties have each executed this Aircraft Security Agreement, as of the date set forth above. GRANTOR: THORAIR, LLC By: X Name Title: NIA T Pltsfdenf o rtrinc.,ifs Mt(Pbt, Address: 2520 South Campbell Street, Sandusky, OH 44070 Attention: Telecopier: STATE OF CAI O ) ss COUNTY OF Fr 1.0 On this day of December, 2013. before me the syDacnber personally appeared 6,A, e Ih..37:3-12reho being by me dultsworn, did depos and s§y‘that he resides al 2 ti < County. State of b'ncm • that he is the VierninCY3 5t- of I TiCif kir the corporation described In and which executed the foregoing instrument: and that he signed his name thereto by order of the Board of Directors of said company. • ad /Ai Am NOTARY PUbLIC My Commission Expires: JACQUE". YN NOTARY e-tat.IC STATE OF OHIO Recorded in Marina County My commission expires Sep. :P. 2016 Paso IDS 20 SDNY_GM_02761199 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248121 EFTA01331639

A SDNY_GM_02761200 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 22 EFTA01331640

SECURED PARTY: STATE OF COUNTY OF Ffavviikhri;ss FIFTH THIRD BA By: Name: The: Address: 38 Fountain Square Plaza Cincinnati, Ohio 45263 Attention: Teleccpier. Christen Hy* Vice President N/P On this 11 14day of December, 2013. before me the subs • er per on ly appeared Etiln.theAl being by, me dtly.swfstrli, did depose and say; that he resides at County, State of Ohio: that tfe Is a t reAiastliliiiFifti Third bank, the entity described in and which executed the foregoing instrument and that he sig ed his name thereto by order of the Board of Directors of said corporation. No TARP PUBLIC My Commission Expires: PAULA D. McOUEEN Rotary Mir., State of Ohio COmmission EONS Caolar 21,2018 Pep 20 73 SDNY_GM_02761201 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 23 EFTA01331641

SDNY_GM_02761202 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 24 EFTA01331642

Schedule 1 to Aircraft Security Agreement Airframe Make and Model: United Slates Registration Number: Airframe Manufacturer's Serial Number: Engine Make and Model: Engine Manufacturer's Serial Numbers: Avionics: Additional Features: Cabin Equipment 8 Ertenainment Features: Raytheon Aircraft Company 400A N493LX RK-244 Williams International FJ44-3AP 252767 and 252768 Rockwell Collins Pro Line 21"t Avionics Suite with two Primary Flight Displays (PFD), two Multi-Function Displays (MFD). Single IFIS electronic chat installation, Dual solid-slate AHRS-3000S, TCAS-II, WAAS/LPV Enablement, 406 MHz ELT and DBU-5000 data loader XM Weather providing graphical weather display on either MFD, Aircell Assess@ System: Combined high-speed wireless inlemet 8 dual Satellite phones Senate . 'CM. I SDNY_GM_02761203 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248125 EFTA01331643

SDNY_GM_02761204 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 26 EFTA01331644

Exhibit A to Aircraft Security Agreement FORM OF IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION THIS IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION IS UNKED TO AND PART OF THAT CERTAIN AIRCRAFT SECURITY AGREEMENT DATED DECEMBER 27, 2013, BY AND BETWEEN THORAIR, LLC AND FIFTH THIRD BANK, WHICH IS BEING FILED WITH THE FEDERAL AVIATION ADMINISTRATION CONTEMPORANEOUSLY HEREWITH December 27.2013 To: Federal Aviation Administration Re: Irrevocable De-Registration and Export Request Authorization The undersigned is the registered owner of the Raytheon Aircraft Company 400A bearing manufacturers serial number RK-244 and registration N493LX (together with all installed, incorporated or attached accessories, parts and equipment, the 'aircraft"). This instrument is an irrevocable de.registration and export request authorization issued by the undersigned in favor of Fifth Third Bank ('the authorized party, under the authority of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby requests: (i) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the de-registration of the aircraft from the Aircraft Register maintained by the Federal Aviation Administration. for the purposes of Chapter III of the Convention on International Chen Aviation, signed at Chicago, on 7 December 1944, and (b) procure the export and physical transfer of the aircraft from the United States of America; and confirmation that the authorized party or the person it certifies as its designee may take the action specified in clause (i) above on written demand without the consent of the undersigned and that, upon such demand, the authorities in the United States of America shall cooperate wilh the authorized party wkh a view to the speedy completion of such action. The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned without the wntten consent of the authorized party. Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided below and lodging this instrument in the Aircraft Register maintained by the Federal Aviation Administration. THORAIR, LLC By: EXHIBIT A- DO NOT SIGN Name: Title: NASA - POW , On SDNY_OM_02761205 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248127 EFTA01331645

CERTIFICATE I hereby certify that I have instrument with the origi it is a true and c red this nstrument and of said original. VIIOHV-1)40 ALSO IINOHY1>I0 Oh 2 IM 0£ 030 (101 BO NOIIVILLSIO3II VV,.I N11M 03114 SDNY_GM_02761206 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248128 EFTA01331646

DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE005634587 Orig #7130 tet'd to CND SDNY_GM_02761207 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248129 EFTA01331647

SDNY_GM_02761208 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 30 EFTA01331648

QD a IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION THIS IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION IS LINKED TO AND PART OF THAT CERTAIN AIRCRAFT SECURITY AGREEMENT DATED DECEMBER 27, 2013, BY AND BETWEEN THORAIR, LLC AND FIFTH THIRD BANK, WHICH IS BEING FILED WITH THE FEDERAL AVIATION ADMINISTRATION CONTEMPORANEOUSLY HEREWITH December 27. 2013 To: Federal Aviation Administration Re: Irrevocable De-Registration and Export Request Authorization The undersigned is the registered owner of the Raytheon Aircraft Company 400A bearing manufacturers serial number RK-244 and registration N493LX (together with all installed, incorporated or attached accessories, parts and equipment, the 'aircraft"). This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in favor of Fifth Third Bank (lhe authorized party) under the authority of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby requests: 0) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the de-registration of the aircraft from the Aircraft Register maintained by the Federal Aviation Administration for the purposes of Chapter III of the Convention on International Civil Aviation, signed at Chicago. on 7 December 1944, and (b) procure the export and physical transfer of the aircraft from the United States of America: and (ii) confirmation that the authorized party or the person it certifies as its designee may take the action specified in clause (i) above on written demand without the consent of the undersigned and that, upon such demand, the authorities in the United States of America shall co-operate with the authorized party with a view to the speedy completion of such action. The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned without the written consent of the authorized party. Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided below and lodging this instrument in the Aircraft Register maintained by the Federal Aviation Administration. THORAIR, L By: Name: '41 •4(a- nAe. Ise.) Title: Thortut, Inc SDNY_GM_02761209 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248131 EFTA01331649

VPIOHV1)10 ALIO VPIOHMIO 61? Z ltld 0£ 030 EIOZ 119 NOLLVILLS1031114VHOBIV YU KIM 0311d SDNY_GM_02761210 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248132 EFTA01331650

DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE005467132 See Recorded Cony URT008294 Doc Id 07131 SDNY_GNI_02761211 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248B3 EFTA01331651

SDNY_GM_02761212 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 34 EFTA01331652

DELCARATION of INTERNATIONAL OPERATIONS The undersigned owner 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 12/3i /2013 as flight Number N/A departing Richmond Helohts, OH with a destination of Windsor. Ontario. Canada required route between two points in the United States Involves international navigation, explain under Comments below, e.g. 'partly over Canada- or 7partly in international airspace.] Expedited registration in support of this international flight is requested this day of IC rrnb€.r 2013 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 than 5 years. or both. 18 U.S.C. §1001(a). Name of Owner: Thork , LLC Signature: \\....„..... l...-"' c .....„..... Typed Name and Title of Signer raj" ci 4,A/59Ift 1:44( .)(scrod{ *If required route between two points in the United States involves international navigation, explaiq under Comments, e.g. "partly over Canada" or "partly in international airspace". Comments: Please fax the flying time wire to lnsurp Filed by: '' AD- Rosalie Lowman Insur Service Inc Phone tle Service Inc. at i In'. jr r n. 441* SDNY_GM_02761213 g 0 a 0 0 0 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 35 EFTA01331653

VIAIOHV1NO A110 VVIOHV-010 91 € 418 0£ 330 WE 138 NOUNtilS1938 10210813r al HUM 03114 SDNY_GM_02761214 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 136 EFTA01331654

FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION PCOISRAI.AWATION AOMINISTRATION•IMIKE PAOPIRONInf AilltONAUTICAt. WINTER AIRCRAFT REGISTRATION APPLICATION 7 CERT: ISSUE DATE REGISTRATI0N TATES NUMBER N 493I_X AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Ccrrpany 400A AIRCRAFT SERIAL NO. RK -244 FOR FAA USE ONLY TYPE OF REGISTRATION (cotes One box) 01. Individual 02. Partnership 0(3. Corporation Oa. Co-Owner K 5. Government O 8. Non-Citizen Corporation 0 9. Non-Citizen Corporation Co-Owner NAME OR APPLICANT (Person(s)) shown on evidence of ownership. 11 Individual. give last name. first name. and middle initial.) 4110 ThorAir, LLC Physical Address: 312 Neilsen Ave. Sandusky, OH 44870 TELEPHONE NUMBER: ( I ADDRESS (Permanent mailing address for Met aPPliCent on list) (II P.O. Sox Is used: physical address must also be shOwn.) PrO. Box 2210 SI) I a Number and street: !le.; ,,,,-t ye. Rural Route: P.O. Box: ,a...a.J $s" CITY Sandusky STATE OH ZIP CODE 44871 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 question in this application may be grounds for punishment by line and/or imPrleOnment III (U.S. Code. Title 18. Sec. 1001). CERTIFICATION UWE CERTIFY: (1) That the above *Petrel is owned by the undersigned applicant, who Is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: / or' I:HECK ONF AC APPROPRIATE' a. 0 A resident alien, with alien registration (Form 1-.151 or Form 1-551) No. b. 0 A non-cIttren corporation organized and doing business under the laws of (state) and said aircraft Is based and primarily used In the Untied States. Records or night hours are 'Wettable for inspection 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 nes been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse aide if necessary. ' ' . TYPE OR PRI NAME BELOW SIGNATURE EACH PART OF THIS APPLICATION MUST BE SIGNED IN INK. SIGNATURE \---- litli P , -....aa........ - k-- DATE SIGNATURE r TITLETA xv . 5 / 20,- i- ..Les.C . ( .1 I- is i lin.e...P1.-tine„C DATE DlakYLC k -11' 1O, 15nen SIGNATURE • Tote DATE NOTE Pending receipt of the Certificate of Aircraft Regis ration• the aircraft may be operated fOr a period not h of 90 days. during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (5/12) (NSN 0052-00-628-900T) SDNY_GM_02761215 D SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 37 EFTA01331655

• • ViVOWVINO All9 VP4OHV1NO 8T T bid 0£ 830 1102 ?JO NOILVIIISI03LI r VV1 SDNY_GM_02761216 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248138 EFTA01331656

UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADIANISTRATON 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 3Or" DAY OF Dec. ., 2013 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 TN, BLock FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) THORAIR, LLC P.O. BOX 2218 SANDUSKY, OH 44871 PHYSICAL ADDRESS: 312 NEILSEN AVE. SANDUSKY, OH 44870 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 so'" DAY OF Dec. , 2013. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.' TITLE (TYPED OR PRINTED) NEXTANT AEROSPACE, LLC MICHAEL A. ROSSI MANAGER I, 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 0052-03-829-0003) Supersedes Previous Edition 133041333458 $5.00 12/30/2013 'Aircraft used henail shag I'M. mg &moms- °escaped below and the 11111i0 MOM n 1414 aircraft emjnesyith manufacturers serial numbers anall-P8 and e2591U1 SDNY_GM_02761217 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 O O 0 3 0 0 3 O V 0 EFTA 00248139 EFTA01331657

VHOH1/1)10 1110 VIVOI1V1NO 91 T Wd 0£ 3d0 £102 aB NOIIIMIS103211AVIJOWV VV! HIIM 03114 SDNY_GM_02761218 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248140 EFTA01331658

O0 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 ,ATM DAY OF 1 ., 2013 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 (St ONE LAST NAME, FIRST NAME. AND MIDDLE INITIAL ) NEXTANT AEROSPACE, LLC 355 RICHMOND ROAD CLEVELAND, 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. TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS '" DAY OF 2013. XI -?ec • CL U.I -1 -I LLI U) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) OF EXECUTED FOR CO-OWNERSHP, AU. MUST SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC -.--"{-..------ VP ADMINISTRATION MICHAEL METERA & CONTRACTS ACKNOWLEDGEMENT INOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. /MY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 00524)04294003) Supersedes Previous Edition 'Ain:callused herein shall Include Na airframe deser.ted helves and the 1,0;11) Wert. model FSNy airaahengineSveLh rnantdacluiees serial numbers 252 7 l08 and a5,aiks-) 0 0 0 0 a 0 0 0 0 SDNY_GM_02761219 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248141 EFTA01331659

VIMP/1)10 VII0HV1710 5T T Lid OE 030 Et01 NOUVU1SID3ti 1080111V HUM 03113 SDNY_GM_02761220 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 42 EFTA01331660

FAA RELEASE OF LIEN The Prudential Insurance Company of America - Collateral Agent, as secured party under the Security Agreements and Amendments to Security Agreements (the 'Security Agreements"), described and defined on Exhibit A attached hereto, hereby releases from the terms of the Security Agreements all of its right, title and interest in and to the Aircraft and Engines ("Aircraft and Engines") described and defined on Exhibit A attached hereto. IN WITNESS WHEREOF the parties have signed this FM Release of Lien as of this ars day of Inicurr.in 2013. The Prudential Insurance Company of America as Collateral Agent OA JO owe By: Name: Title: Vice President SDNY_GM_02761221 0 0 O 8 • a a W O SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 143 EFTA01331661

VH0HTDI0 ADD ni0HV1)10 Th E Wd .8Z !NW Mil H8 NO108.1310311 liV802111/ V114 HUM 03114 SDNY_GM_02761222 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248144 EFTA01331662

EXHIBIT A FAA RELEASE Security Agreements Aircraft Security Agreement dated November 16, 2011 between The Prudential Insurance Company of America - Collateral Agent, as secured party and Flight Options,. LLC, as debtor, recorded by the Federal Aviation Administration on December 14, 2011 as conveyance number KT006654. First Amendment to Aircraft Security Agreement KT006654 dated January 10, 2013 recorded January 24, 2013 as FM conveyance number CW006411 between The Prudential Insurance Company of America - Collateral Agent, as secured party and Flight Options, LLC as debtor. Aircraft and Engines N493LX, Raytheon Aircraft Company 400A, Serial Number RK-244 and Two (2) Pratt & Whitney Canada JT15D-5 Engines, Serial Numbers PCE-JA0256 and PCE-JA0257. SDNY_GM_02761223 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 45 EFTA01331663

VWOHVI)10 All0 VWOHV1NO Th C bid 82 UN £102 aB NOILVIIISID38 14V83WV SLIM 03114 SDNY_GM_02761224 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 46 EFTA01331664