UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADIAINISTRATION 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 U. 1" DAY OF Roo. ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: X 0 FORM APPROVED OMB NO. 2120-0042 0 0 q A 0 Do NNW.. In This Block yny FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOW SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS I to m DAY OF ., 2011. 11 • SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO.OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) EMERIL AIR, LLC 4.---- VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR EMERIL AIR, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00-629.0003) Supersedes Previous Ed Sion SDNY_GM_02761325 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248247 EFTA01331765

VwOHV1NO 1110 Visi0H1190 LS Z Lid 91 MN 110? Y9 NOIIVILLSIDMI VV! HUM 03114 SDNY_GM_02761326 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248248 EFTA01331766

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 DAY OF now.., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO. 2120-0042 Do NM Write In This Block FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL,) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 1, In DAY OF ., 2011. a • Ir w -I J UJ Cl) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) DOCKERY LEASING e.------" -- VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF CORPORATION EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR DOCKERY LEASING CORPORATION 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 5050-2 (1/09) (NSN 0052-00429-0003) Supersedes Previous &Rion SDNY_GM_02761327 GO 2 a i S. 0 G yT SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248249 EFTA01331767

VYIOHVI)10 1110 VWON„1X0 LS l kid 9T RCN II0? 14011V8iSt0311 .1.34lirAli VV3 HAIM 0311? SDNY_GM_02761328 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248250 EFTA01331768

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 It, TH DAY OF llou.., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO. 2120-0092 W 0 0 0 0 0 a S 0 0 0 4 Do Not Write In This Block FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (3), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 4 143 3.125% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS. AIYD ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY AND SEAL THIS 1 I " DAY OFn o• SELLER NAME (S) OF SELLER (TYPED OR PRINTED) 'SIGNATURE (S) (IN INIty(IF EXECUTED FOR CO-OWNERSHIP. ALL MUST SIGN. TITLE (TYPED OR PRINTED) DANIEL 0. CONWILL, IV VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR DANIEL 0. CONWILL, IV ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOgES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052.00-629.0003) Supersedes Previous Edition 113201521289 $6.90 11/16/2011 SDNY_GM_02761329 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248251 EFTA01331769

VII0HV1)10 VVIORV-P30 LS 2 bid 9T RCN 110? tlE1 NOLLVILLS1$311 .1.31/83H- VV3 HUM arl 4 SDNY_GM_02761330 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248252 EFTA01331770

U.S. Department of Transportation Federal Aviation Administration Date of Issue: October 12, 2011 Flight Standards Service Aircraft Registration Branch, AFS-760 FLIGHT OPTIONS LLC DOCKERY LEASING CORP ET-AL 26180 CURTISS WRIGHT PKWY RICHMOND HEIGHTS OH 44143-1453 ,. Fax 405-681-9299 ATTENTION: JENNIFER LUDWICK P.O. Box 25604 Oklahoma City, Oklahoma 73126-0604 (405) 9544118 Toll Free: 14664624434 WEB Address: httplikegistly.faa.gov T116540 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Nov 11, 2011. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office ketra--, for Walter Binkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS730-FAX4 (03/10) SDNY_GM_02761331 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248253 EFTA01331771

SDNY GM 02761332 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248254 EFTA01331772

8 Declaration of International Operations The Owners listed below: 1.) Dockery Leasing Corporation 6.26% of 100% rn 0 it? 2.) Emerll Air, LLC 6.26% of 100% 3.) Daniel O. Conwill IV 3.126% of 100% 4.) Advance Beverage Company, Inc. 6.26% of 100% 5.) Nordic Air, LLC 6.26% of 100% 6.) Flight Options, LLC 71.875% of 100% 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) as the owner(s) of aircraft Model N493O( , Manufacturer Raytheon Aircraft Company 400A Serial Number RK•244 declares that this aircraft is as flight number departing, with a destination of Peterborough Airport, Windsor Ontario Airport scheduled to make an international flight on October 14. 2011 Cuyahoga County Airport, Richmond Heights, Ohio Expedited registration in support of this International flight is requested this 12th day of OctWr 2011 with knowledge that: Whoever, in any matter within the jurisdiction of the executive branch of the Government of the United States, knowingly and willfully makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement of representation shall be fined under Title 18 United States Code or imprisoned not more thani 5 years. or both. 18 U.S.C. 1001(a) Name of Owner(s): Signature: See List Above Typed Name of Signer: Title: Signature: Michael Mataia Director of Sales Administration of Flight Options, LLC acting as Attorney-In-Fact for U 1, 2, 3, 4, 5 Typed Name of Signer: Michael Metera Director of Sales Administration of Flight Options, LLC for # 6 SDNY_GM_02761333 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248255 EFTA01331773

VVI0W1110 A10 ',VOMIT:10 ZS 6 WH 21. 1'30 liOZ ki214 ouvussiov lovoviv ‘113 Rittsk 0310 SDNY_GM_02761334 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248256 EFTA01331774

FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION AINAINISTRATIOSSMIKE MONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION ti ID V CEfRT:. ISSUE DATE UNITED STATES REGISTRATION NUMBER INI 493LX a AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Carpany 400A 0 AIRCRAFT SERIAL No. 0 RK — 244 FOR FAA USE ONLY E TYPE OF REGISTRATION (Check One box) At 01. Individual 02. Partnership 03. Corporation IVA. Co-Owner 0 5. Government 0 0 8. Non -Citizen Corporation 0 9. Non-Citizen Corporation Co -Owner NAME OR APPLICANT (Person(s) shown on evidence of ownership. If Individual, give last name, first name. and middle Initial.) II. 6.) Flight Options, LLC 71.875% of 100% ( - ; See Attachment da4-ed g-300-1I ) TELEPHONE NUMBER: ( ) ADDRESS (Permanent rnaiiino.acgreee focfirst ppplicant 80 (If P.O. Box IS used. (Ayala] address must also be shown.) It FlightCur Options, L Number and street: 26180 tiss - Wright Parkway Rural Route: P.O. Box: CITY Richmond Heights STATE OH ZIP CODE 44143 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 bo wounds for punishment by fine and/or imprisonment (U.S. Code. Title 18. Sec. 1001). 4. CERTIFICATION UWE CERTIFY: (1) That the above aircraft Is owned by the undersigned applicant. who is a citizen (Including corporations) of the United States. (For voting trust. give name of trustee: ). on ch4Fill< (INF AS APPROPRIATE' a. A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. A non-citizen corporation organized and doing breineSS under the laws of (state) and said aircraft Is based and primarily used in the United States. Records or flight hours are available 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 has been filed with the Federal Aviation Administration. NOTE: If executed for co -ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART OF THIS APPLICATION MUST BE SIGNED IN INK. SIGNATURE TITLE Director of Sales Adrrrirttion of Flight Options, LLC , ,..AD._.t i *7 ----jr SIGNATURE Michael Metera TITLE DATE SIGNATURE TITLE DATE NOTE Pending receIpt of the Certificate of Aircraft Regis ration. the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be Carded in the shoran. AC Form 8050-1 (1/09) (NSN 0052-00-828-9007) Supersedea Previous Edition SDNY_GM_02761335 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248257 EFTA01331775

ViVOEIV1M0 All0 VIVOHV1)10 92 21 141d OC dJ9 I10? Ha NOUVNISI038 1.41,1808/17 vy9 H,LIM 0311.E SDNY_GM_02761336 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248258 EFTA01331776

ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION del a (3,30-i Reg X: N493LX Model: Raytheon Aircraft Company 400A S/N#: RK-244 1.) 2.) 3.) 4.) 6.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) Name of Applicant: Dockery Leasing Corporation Owning an undivided Interest of: 6.25% of 100% Address: Shown on Original form hereto Emerll Air, LLC 6.26% of 100% Shown on Original form hereto Daniel O. Conwlll, IV 3.125% of 100% Shown on Original form hereto Advance Beverage Company, Inc. 6.26% of 100% Shown on Original form hereto Nordic Air, LLC 6.25% of 100% Shown on Original form hereto Signatures: Michael Metera Title: Date: Director of Sales Administration of Flight Options, LLC Acting as Attorney-in-Fact for #1,2,3,4,5 By signing above, the applicant agrees end stipulates (I) to the terms. Conditions and cenlicabon of the AC Form 8050-1 Aircraft Registration WealIons 10 which this page Is attached (the 'Application', (II) that all of the information set forth on The Application is true and wired as of this dale, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an origins, but all such counterparts that together constitute but one and the sonic application. SDNY_GM_02761337 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248259 EFTA01331777

acuoviyolit,,A,0 92 or if v"Hvbio . 4140, "Id °eros. kum SDNY_GM_02761338 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248260 EFTA01331778

UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AiAATiON ADIAMSTRATION 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 DAY O ., 2011 HEREBY SELL, GRANT, T NSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 8 FORM APPROVED OMB NO 2120-0042 C) 0 C 0 2 a 0 0 O N '0 Do Not was In The Block FOR FM USE ONLY 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 90 m DAY OF ., 2011. CC w -I -I ILI Cl) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP. ALL MUST SIGN.) TITLE (TYPED OR PRINTED) MARM PARTNERS, LLC DIRECTOR OF SALES ADMINISTRATION OF ...--- MICHAEL METERA FLIGHT OPTIONS, LLC • ACTING AS ATTORNEY-IN- FACT FOR MARM PARTNERS, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00-629-0001) Supersedes Previous Edition 112731324069 $5.00 09130/2011 SDNY_GM_02761339 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248261 EFTA01331779

VVONY1NO All0 VHORV1)40 SO et bid OC d3,3 VO NOUV8ISID3li 'V4 IU;n 0311g SDNY_GM_02761340 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248262 EFTA01331780

UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADmiNisTRATiou AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovo 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 30'" DAY OF f*., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS OF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL ) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 0 0 FORM APPROVED OMB NO. 2120.0042 0 0 0 +.< 3 0 0 0 a a 0 0 w 0 O -1 Do Not Write In It* Block FOR FAA USE ONLY 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO lit 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 00 In DAY O , 2011. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, AU. MUST SIGN.) _ _ TITLE (TYPED OR PRINTED) TWO BIG BEARS, LLC . 5---1----.. DIRECTOR OF SALES ADMINISTRATION OF MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR TWO BIG BEARS, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 6050-2 (1/09) (NSN C052-00.6290003) Supersedes PNviOuS Edition SDNY_GM_02761341 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248263 EFTA01331781

YW0NV1N0 4110 Vii0/O180 .92 21 Lid OE dr, fik N0UVNISI 03111111}1321141 S17:1 NilM 03714 SDNY_GM_02761342 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248264 EFTA01331782

UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 PURCHASER DOES THIS 30 TH DAY OF ., 2011 HEREBY SE'LL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS OF INDIVIDUAL (5), GIVE LAST NAME. FIRST NAME AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 S FORM APPROVED o OMB NO. 2120-0042 Do Not Wee In This Block FOR FAA USE ONLY 6.25% OF 100% DEALER CERTIFICATE NUMBER AND YO I EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 3 0 m DAY O , 2011. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO•OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) LLI CORP. ..2-44. DIRECTOR OF SALES ADMINISTRATION OF MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR LLI CORP. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052.00.629.0003) Supersedes Promos Edition. SDNY_GM_02761343 0 0 I S a A 2 0 M O •. S SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248265 EFTA01331783

mourbio A11a vnotivimo 92 Zr bid GC d313 trot as NOIIVILLS1031114Vant VHJ XjM 03114 SDNY_GM_02761344 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248266 EFTA01331784

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 30' DAY OFaPt:, 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: O 0 FORM APPROVED 0 OMB NO. 2120-0042 0 0 I 3 S S a A 0 0 O 0 "0 3 Do Not Write In This Block FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 3.125% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS; 0 DAY O , 2011. re W -I -I DJ U) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP. ALL MUST SIGN.) TITLE (TYPED OR PRINTED) GEORGE H. DAVIS, JR. ...r-__ DIRECTOR OF SALES ADMINISTRATION OF MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR GEORGE H. DAVIS, JR. ACKNOWLEDGEMENT (NOT REOUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00429-0003) Supersedes Previous Edition SDNY_GM_02761345 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248267 EFTA01331785

Viti0NV1)10 APO I/HOW/IMO 52 21 WI OE ri3S HOZ ;d0 tiOliVellS103211.08081V HJ.IM 03114 SDNY_GM_02761346 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248268 EFTA01331786

I O O UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ALIMPESTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 coic 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 DAY OF,Spr., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO. 2120-0042 Do Not Write In This BloUt FOR FM USE ONLY PURCHASER NAME AND ADDRESS (F INDIVIDUAL (S), GIVE EAST NNAE, FIRST NAME. AND MIDDLE INITIAL) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 6.25% OF 100% DEALER CERTIFICATE NUMBER ANO 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 op "'DAY 020 .1.., 2011. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN MC) (IF EXECUTED FOR CO.OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) PRIME TIME ASSOCIATES, sy..-1..--_ DIRECTOR OF SA ADMINISTRATIONLES OF LLC MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR PRIME TIME ASSOCIATES, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Pievious SDNY_GM_02761347 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 0 2 0 a a 0 O 0 O 1 3 EFTA_00248269 EFTA01331787

vwourow vriotiv-Do 90 Or ljd DC d39 110e bb H01'1VHjS103H jdVb0b1V HIIM 037/3 SDNY_GM_02761348 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248270 EFTA01331788

UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL mums* ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 3o I" DAY OF317%, 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO. 2120-0042 Do Na Write In This Block FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). DIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS. LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 12.50% OF 100% DEALER CERTIFICATE NUMBER AM) TO ITS EXECUTORS, ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 3 O DAY 0 ., 2011. Ce Lu .J -4 IL U) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INIQ (IF EXECUTED FOR CO-OWNERSHP, MI. MUST SIGN.) TITLE (TYPED OR PRINTED) SOUTHEASTERN MILLS, INC. t DIRECTOR OF SALES ADMINISTRATION OF .-r MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR SOUTHEASTERN MILLS, INC. ACKNOwLEDFLPIAPNT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00429-0003) Supersedes Previous E01000 SDNY_GM_02761349 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 O O 44 O to O 0 a 0 0 0 0 C O 0 0 a -4 EFTA_0024827 I EFTA01331789

VIYOH111M0 1110 MOW/15/0 SE ET lid OC d3S tme HO 1/011VUISIO3d WHOM VV4 H.UM 03114 SDNY_GM_02761350 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248272 EFTA01331790

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 30 IN DAY OFSWI- ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO. 2120-0012 Do Not INtSe In This Bloch FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 3.125% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS ME TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 3 0 " DAY OFa44,, 2011. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) • TITLE (TYPED OR PRINTED) AIR LEADER, INC. DIRECTOR OF SALES ADMINISTRATION OF . ..' MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR AIR LEADER, INC. ACKNO1NIEDGEMENT INOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Earn 8050-2 (1109) (NSN 0052-00-620-0003) Supersedes Previous Edition SDNY_GM_02761351 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 3 8 a 0 0 3 DT EFTA_00248273 EFTA01331791

VH0HMI0 Alto VHOHIrni0 92 " idd 01 49 LIR ,:d8 NOW/815O38 litt"di t'Vd FLEW 03714 SDNY_GM_02761352 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248274 EFTA01331792

U.S. Department of Transportation Federal Aviation Administration Date of Issue: June 8, 2011 Flight Standards Service Akcraft Registration Branch, AFS•71.0 FLIGHT OPTIONS LLC SOUTHEASTERN MILLS INC ET-AL FLIGHT OPTIONS LLC 26180 CURTISS WRIGHT PKWY RICHMOND HEIGHTS, OH 44143-1453 HAND DELIVERED TO IATS IN THE PD ROOM P.O. Box 21504 Oldahorna 73126-0604 Toll Free: 1 WEB Address: TI13420 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Jul 08, 2011. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. for Walter Binkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-FAX4 (03/10) SDNY_GM_02761353 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248275 EFTA01331793

SDNY_GM_02761354 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248276 EFTA01331794

QD Declaration of International Operations The Owners listed below: 1.) Southeastern Mills, Inc. 12.50% of 100% 2.) Prime Time Associates, LLC 6.25% of 100% 3.) Dockery Leasing Corporation 6.25% of 100% 4.) George H. Davis, Jr. 3.125% of 100% 5.) Emeril Air, LLC 6.25% of 100% 6.) Air Leader, Inc. 3.125% of 100% 7.) Two Big Bears, LLC 6.25% of 100% 8.) Daniel O. Conwill, IV 3.125% of 100% 9.) Marm Partners, LLC 6.25% of 100% 10.) Advance Beverage Company, Inc. 6.25% of 100% 11.) LLI Corp. 6.25% of 100% 12.) Nordk Air, LLC 6.25% of 100% 13.) Flight Options, LLC 28.125% of 100% 14.) 15.) as the owner(s) of aircraft N493LX , Manufacturer Raytheon Aircraft Company Model 400A Serial Number RK-244 declares that this aircraft is scheduled to make an international flight on June 10. 2011 as Right number 1 departing, Richmond Heights, Ohio, Cuyahoga County Airport with a destination of Peterborough Ontario, Windsor Ontario Airport Expedited registration in support of this international flight is requested this 6th day of June 2011 with knowledge that: Whoever, in any matter within the jurisdiction of the executive branch of the Government of the United States, knowingly and willfully makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement of representation shall be fined under Title 16 United States Code or imprisoned not more giant 5 years, or both. 18 U.S.C. 1001(a) Name of Owner(s): SEE LIST ABOVE Signature: Typed Name of Signer: Michael Metera Title: Director of Sales Administration of Flight Options, LLC acting as Signature: Attorney-In-Fact for # 1,2,3,4.5,6,7,8,9,10.11,12 Typed Name of Signer. Michael Metera Title: Director of Sales Administration of Flight Options, LLC for #13 SDNY_GM_02761355 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248277 EFTA01331795

Vi4014V180 A113 YLiMPUDIO hS OT LIU I 8 'Nu 1102 89 8011:18191938 liV8ONIV V V3 WW1, 03113 SDNY_GM_02761356 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248278 EFTA01331796

FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION AOMINISTRATION-NIMII MONRONEW AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT: ISSUE DATE REGIVIL ERCV/PRUMBER N 493LX AIRCRAFT. MANUFACTURER 8 MODEL Raytheon Aircraft CcsTpany 4OOA AIRCRAFT SERIAL No. RK — 244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check Ono box) 01. Individual 02. Partnership 0 3. Corporation W. Co -Owner 0 S. Government 0 S. Non-Cltizen Corporation 0 9. Non-Citizen Corporation Co-Owner NAME OR APPLICANT (Parson(%) shown on evidence of ownership. If Individual. dive last name. first name. and middle Initial.) ill 13.) Flight Options, LLC 28.125% of 100% (See Attachment daed to -_/t) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing poideattp tor Aret plicant coo tsd Of P.O. Box Is used. physical address must also be shown.) up rtignt dons, L Number and street: 2618O Curti ss - Wright Parkway Rural Route: P.O. Box: CITY Richmond Heights STATE . OH ZIP CODE 44143 ID 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 Isles or dishonest answer to any question in this application may bo grounds for punishment by fine and/of Imprisonment (U.S. Code. Title 18. Sec. 1001). ID CERTIFICATION UWE CERTIFY: (I) That the above aircraft is owned by the undersigned applicant. who Is a Citizen (including corporations) of the United States. (For voting trust. give name of trustee: ) or: CHECK ONF AR APPROPRIATE a. A resident alien. with alien registration (Form 1-151 or Form 1-551) No. b. A non-citizen corporation organized and doing bulling* under the laws of (state) . and sald aircraft is based and primarily used in the United States. Records or flight hours are available for Inspection al 03 That the aircraft Is not registered under the taws of any foreign country; and (3) That teed evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co -ownership all applicants must sign. Use reverse side If necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART OF THIS APPLICATION MUST BE SIGNED IN INK. SIGNATURE r TITLE Director of Sales Adminlltration of Flight.Options, LLC ---/S"— I i SIGNATURE Michael Metera TITLE DATE SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Rapist atIon. the aircraft may be operated for a period not in excess of e0 days. during which time the PINK copy Of this application must be carded In the aircraft. AC Fonn S050-1 (1/09) (NSN 0052-00-628-9007) Supersedes Previous Edition SDNY_GM_02761357 fs 11 a C O co SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248279 EFTA01331797

Vt-1014 11 1 )40 A.1.10 VNOHVl)10 rS OI. WEI 18 NM TIOZ • mtle NOILVal SI038 14V 8025IV V VA Hilt1k a3 II3 SDNY_GM_02761358 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248280 EFTA01331798

ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION cia+€4. Reg #: N493LX Model: Raytheon Aircraft Company 400A SIN#: RK-244 1.) 2.) 3.) 4.) 6.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 18.) Name of Applicant: Southeastern Mills, Inc. Owning an undivided Interest of: 12.60% of 100% Address: Shown on Original form hereto Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto Emerll Air, LLC 6.26% of 100% Shown on Original form hereto Alr Leader, Inc. 3.125% of 100% Shown on Original form hereto Two Blg Bears, LLC 6.25% of 100% Shown on Original form hereto Daniel O. Conwill, IV 3.126% of 100% Shown on Original form hereto Marm Partners, LLC 6.25% of 100% Shown on Original form hereto Advance Beverage Company, Inc. 6.26% of 100% Shown on Original form hereto LLI Corp. 6.25% of 100% Shown on Onginal form hereto Nordic Air, LLC 6.25% of 100% Shown on Original form hereto Signatures: Michael Meters Title: Date: Director of Sales Administration of Flight Options, ILL Acting as Attorney-in-Fact for #1,2,3,4,5,6,7,8,9.10.11,12 11 -8- By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification a the AC Fpm 6050.1 Mcrae Registration Application. to which this page Is attached (the "ApplieMicm"). (Ii) that all of the iiformallon set forth on the Appicalice is true and arced as of this date, and (ill) the Application May be executed by the co-owners by executing Separate COUnterpart sianaluna 'meas.OKA of which what so executed and delivered she' be an original, but ail such counterpane shall together constitute Out one and the same application. SDNY_GM_02761359 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248281 EFTA01331799

vuoliviuo Ai* vuoRvivo hS OI WH 18 • NW UR 60 NOW,S1 sto 3e 1J V 213 bl" 1711j colfg SDNY_GM_02761360 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248282 EFTA01331800

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 2143 DAY OF JUNE, 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: 3 8 2 FORM APPROVED co OMB NO. 2120-0042 0 0 a i;) Do Not Write In This Block FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF INDNIOUAL (5). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 2"" DAY OF JUNE, 2011. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) FREEDOM AIR 7.,„40... __________ DIRECTOR OF SALES ADMINISTRATION OF INTERNATIONAL, INC. MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR FREEDOM AIR INTERNATIONAL, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORD NO HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FM AC Form 8050-2 (1/09) (NSN 005240429.0003) Supersedes Previous Edition 111591057224 $5.00 06/08/2011 SONY GM_02761361 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248283 EFTA01331801

VH0{ :1510 A113 VHONV1)10 hS OT IA 0 8 NAP 1102 N011 SI03.d 1A V 83 dr; V Vd H!.:;,; 03113 SDNY_GM_02761362 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248284 EFTA01331802

_ • - FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION PrOMAAL AVIATION AOMINISTRATIONalitigil MONRONSY StOtatniCAL CENTER • AIRCRAFT REGISTRATION APPLICATION • • • CERT: ISSUE QATE . . UNITED STATES 493LX REGISTRATION NUMBER N A MCItgtVa8B5WIR-Wr%liteny 400A AIRCIDRINIAL No. FOR FAA USE ONLY TYPE OF REGISTRATION (Cheek One box) 0 1: Individual O2. Partnership O3. Corporation. USA. Co-Owner 0 5. Government • • 0 8. Non-Citizen Corporation ID 9. Non-Citizen COrpOrtlitiOn.CO-OWner . • ' . . NAME OR APPLICANT (Person(s) shown en evidence of Ownership. If Individual, ghee last name. Swat name, and middlainItial.) Ill 1.) Shmitka Air, Inc. 6.25% of 100% ("See Attachment Aaied 1-- gii-ti TELEPHONE NUMBER: ( ) ilaptittlinst iortitEgt P.O. Box Is address must also be Shown.) .. used, Physical ADORESS (Permanent mailing liticorgittr 26180 Curtiss-Wright Parkway Number and street: Rural Route: P,O. Box: . CITY ... 1 , STATE OH "411W3 K wiLa Heights 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 One and/or imprisonment 0-0.5. Code. Title IS, Sec. 1001). 4 1 0 CERTIFICATION IME CERTIFY: (1) That the above aircraft Is owned by the undersigned applicant, who Is a citizen (Including corporations) of the United States. (Far voting trust, give name of trustee: ) nr GHE OK ONE AS APPROPRIATE' a. A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. A non•citicen corporation organized and doing busing)** under the laws of (state) uelawere and'sald aircr10119713af kertt h W arefrit PKILsullictifieFirgte hounrsriltSW 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 has been filed with the secieres Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART OF THIS APPLICATION MUST BE SIGNED IN INK. SIGNATURE C e----------- TITLE d P Whole Sales b of FLIGHT OPTIONS, LLC ell itITY7 /. z7. SIGNATURE . Edward T. McDonald TITLE acting as Attorney-In-Mee for Shmitka Air; Inc. SIGNATURE TITTLE DATE NOTE Pending receipt of the Certificate of Aircraft Regis ration. the aircraft may be operated tor a period not In excess of 90 days. during which time the PINK copy of this application must be carried In the aircraft. AC Form 8060-1 (1/09) (NSN 0052-00-828-9007) Supersedes Previous Edition rD C. 1:3 O SDNY_GM_02761363 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248285 EFTA01331803

• • VP4OHV1)10 A.LIO VINOHV1)10 7 (dy h7 HOZ HI3 ...+81SID31 .LAVIA981%, VVA HIIM 4311A SDNY_GM_02761364 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248286 EFTA01331804

ATTACHMENT TO AIRCRAFT REGISTRATIVI APPLICATION laid / 7„) _ it Reg #: N493LX Model: Raytheon Aircraft Company 400A SfN#: RK-244 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16.) Name of Applicant: Shmitka Air. Inc Owning an undivided Interest of: 6.25% of 100% Address: Shown on Original forth hereto Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto Prime Time Associates, LLC 6.26% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.26% of 100% Shown on Original form hereto George H. Davis, Jr. 3.126% of 100% Shown on Original form hereto Emerll Alr, LLC 6.26% of 100% Shown on Original form hereto Air Leader, Inc. 3.125% of 100% Shown on Original form hereto Two Big Bears, LLC 6.26% of 100% Shown on Original form hereto Daniel O. Conwill, IV 3.126% of 100% Shown on Original form hereto Mann Partners, LLC 6.26% of 100% Shown on Original form hereto Advance Beverage Company, Inc. 6.26% of 100% Shown on Original form hereto LLI Corp. 6.26% of 100% Shown on Original form hereto Nordic Alr, LLC CM of 100% Shown on Original form hereto Flight Options, LLC 21.875% of 100% Shown on Original form hereto Signatures: krmaniT.1.4coonsid .Mc Title: Date: V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2,3,4,5,6,7,8,9,10.11.12,13 V P of Whole Aircraft Sales & Acquisitions of Flight Options. LLC for #14 By &grate above, the applicant agrees and stipulates (1) to the harms, a:editions and certification of the AC Rem 8030.1 Aircraft Registration Application. to which this page is attached (the "APPlicationi. (H) that al of the information sel forth on the Application Is true and current as of this date. and (III) the Application may be executed by the co-oysters by executing separate counter pan signature pages, each of which when so COMPACid and delivered Shia be an original. but as such counterpane shall together constitute but one and the same applicabon. SDNY_GM_02761365 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248287 EFTA01331805

VWOHVIH0 A110 VWOHIMIO 2169Sh:VIII/1:93h:IdNVIllr 0811, 1 VVd NLMM 031Iz! SDNY_GM_02761366 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248288 EFTA01331806

DOCUMENT LEVEL ANNOTATIONS FDR DOCUMENT ARE0022S5551 TYPE OF REGISTRATION IS 0 9. NON-CITIZEN CO-OWNER SDNY_GIN_02761367 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248289 EFTA01331807

SDNY_GM_02761368 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248290 EFTA01331808

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 4O0A AIRCRAFT SERIAL NO. RK-244 DOES THIS 13 '" DAY OF DEC ., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMR NO 2120-0042 Do Not Witte In Thi Block FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME, AND MIDIX.E INITIAL) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 3.125% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS. MID ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 13 m DAY OF DEC.. 2010. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNEFtSHIP. ALL MUST SIGN.) TITLE (TYPED OR PRINTED) ASCENT II, LLC a..---- -- VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY4N-FACT FOR ASCENT II, Lie ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Foun 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02761369 sZ O 0 ia IJ SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024829 I EFTA01331809

VitiONV1)10 Alto V.40Ht11NO 6S OT h2 Nth ii011V8ISIO3d LA/800W 0311d. SDNYGM02761370 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248292 EFTA01331810

UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AvtATI0N ADMINiSntATICN AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF 81.00 ovc THE UNDERSIGNED OWNERS) 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 if. DOES THIS 101 DAY OF OCT., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO. 2120-0042 110241110252 00 01/24/2011 Do Not Writs In This Brock FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (M. GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREvEll, AND WARRANTS 174E TITLE THEREOF. IN TESTIMONY WHEREOF 1 HAVE SET MY HAND AND SEAL THIS 11" DAY OF OCT., 2010. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) ROBERT L EMERY AND -,....------- VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF DANA M. EMERY-TRUSTEES EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY4N-FACT FOR ROBERT L EMERY AND DANA M. EMERY - TRUSTEES ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT) ORIGINAL: TO FM AC Form 8050-2 (1(09) (NSN 0052.00-629.0003) Supersedes Previous Edition SDNY_GM_02761371 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248293 EFTA01331811

„frivolo-4o 6S or idej M 037!_ 4': IfPi°Fi t NO as he Mir ike ii°11V11173 II -dtfaomr. SDNY_GM_02761372 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248294 EFTA01331812

FORM APPROVED OMB No. 2120-0042 • UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FtOeSAL AvgAnon AbreletaTNATION.stece mostuarint AEROtrauncsi.ornerce - AIRCRAFT REGISTRATION APPLICATION CERT: ISSUE DATE .. . any . • Reea tiap oiT ATES NUMBER N 493UC AIRcRR5SktigelicAtiFFLEVEMDtarp 400A AlFtCHWILS/414. No. FOR FAA USE ONLY TYPE OF REGISTRATION (Check Ono box) O1. Individual 02. Partnership O 3. Corporation gt4. Co-Owner 0 S. Government • . O 8. Non-Citizen Corporation O 9. Non-Citizen Corporation Co-Owner .. ' NAME OR APPUCANT.(Person(s) shoWn on evidence of ownership-If individual, give last name. first Miele, and middle Initial.) • 1.) Shmitka Air, Inc. 6.25% of 100% Gee Attachment a.a...4_cel I - -II -1i) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mel IMO obirigitt faptlyregeS3ion Mill PO. Box is used. physical address must also be shown.) 26180 Curtiss-Wight Parkvay • Number and street' Rural Route: P.O. Box: CITY Richmond Heights STATE OH ZIP 5itrzi.3 CIS CHECK HERE IF YOU ARE 7ONLY REPORTING A CHANGE OF ADDRESS ' ATTENTION! Read the following statement before signing this application. • This portion MUST be completed. Alain or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment (U.S. Code. Tine 18, Sec. 1001). 0 CERTIFICATION I,WE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who le a citizen (Including corporations) of the United Stales. (For voting trust. give name of truster ). or: cdgctILONe85efea0P_BIAT_E: a. A resident alien, with aeon registration (Form 1-151 Of Form 1-551) No Del avare b. 'S A non-cltizen corporation organized and doing business under the laws of (state) and said aircralitiael r anst rynsity cl4Re KW y Stain c hoicTbstisciarilghoureerataleirs for Inspection et OD.LOU tvl..W-L 1 bb - 11T" I (2) That the aircraft Is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART OF THIS APPLICATION MUST I BE SIGNED IN INK. SIGNATURE SIGNATURE TITLE V es aCtilgrieLelitic 3-tIti -Via r.In't I --tt--1 il i VI IS- I SIGNATURE Edward T. McDonald nn.E.for sfllfltka Air, LLC DATE SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carried In the aircraft. AC Form 8050-1 (1/09) (NEN 0052-00-628-9007) Supersedes Previous Edition SDNY_GM_02781373 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248295 EFTA01331813

• • VH0HV1>I0 A_LI0 VNI0HII-Of0 SS r bid TT NIJP 110? ?J18 H0LLVLI1S10381.4VU0LIIV VVj H.LIM C1311,1 SDNY_GM_02761374 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248296 EFTA01331814

ATTACHMENT TO AIRCRAFT, REGISTRATION APPLICATION a a,4C Reg #: N493LX Model: Raytheon Aircraft Company 400A SNP: RK-244 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16.) 17.) Name of Applicant: Owning an undivided Interest of: Address: Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto Ascent II, LLC 3.125% of 100% Shown on Original form hereto Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto Emerll Air, LLC 6.25% of 100% Shown on Original form hereto Air Leader, Inc. 3.125% of 100% Shown on Original form hereto Robert L. Emery & Dana M. Emery - Trustees 6.25% of 100% Shown on Original form hereto Two Big Beam, LLC 6.25% of 100% Shown on Original form hereto Daniel O. Conwill, IV 3.125% of 100% Shown on Original form hereto Marm Partners, LLC 6.25% of 100% Shown on Original form hereto Advance Beverage Company, Inc. 6.25% of 100% Shown on Original form hereto LU Corp. 6.26% of 100% Shown on Original form hereto Nordic Air, LLC 6.25% of 100% Shown on Original form hereto Flight Options. LLC 12.50% of 100% Shown on Original form hereto Signatures: Title: Date: C____ . Mtoon Edward T. lAcDonabi V P of Whole Aircraft Sales & Acquisitions of Flight Options. LLC Acting as Attomey-in-Fact for #2,3,4,5,6.7,8,9,10,11,12,13,14,15 V P of Whole Aircraft Sales & Acquisitions of Flight Options. LLC for #16 By signing above, the applicant tare's and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registalion Application. to which this page is attached (the 'Application"), g that al of the information se( forth on the Application is true and arrett as of this dale. and (Ill) the Appicatian may be executed by the co owners by executing separate counterpart signature pages, each of ?Midi when so executed and delivered shall be an original. but as such counterparts shall together constitute but one and the same application. SDNY_GM_02761375 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248297 EFTA01331815

VW011V1X0 Alto VW/HMO SS I bid Ti kir IIOZ 86 1101.1.V1119103N1P/8021nt Vird HAIM 03112 SDNY_GM_02761376 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248298 EFTA01331816

DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE002255147 SOLD SDNY_GM_02761377 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248299 EFTA01331817

SDNY_GM_02761378 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00248300 EFTA01331818

UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 PURCHASER DOES THIS 26 DAY OF AUG., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: z O O FORM APPROVED GO OMB NO. 2120-0042 0 () rt O O 0 a S 2 I Do Not Write In This Block FOR FAA USE ONLY NAME AND ADDRESS (IF INDMDUAL (5), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 6.25% OF 100% 110111402387 55.00 01/11/2011 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAIDAIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 261" DAY OF AUG., 2010. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) OF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) JHPH, LLC • t-------- VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN-FACT FOR JHPH, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING HOWEVER. IMY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Fenn 8050-2 (1/09) (NSN CO52-00-0294003) Supersedes Previous Edoon SDNY_GM_02761379 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024830 I EFTA01331819

MOWN° All0 VWOHY1NO SS I Wd TT NEW 110? H8 11011ValS1038 131/83WV yvd HIIM 03114 SDNY_GM_02761380 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248302 EFTA01331820

RELEASE FO Financing, LLC (the "Secured Party"), as the secured party under the Mortgage(s) (described and defined in Annex I attached hereto), hereby: (i) releases from the terms of the Mortgage(s) all of its right, title and interest in and to the collateral covered thereby (including but not limited to the Airframe and Engines described on Annex I) and (ii) discharges the full international interests created by the Mortgage(s) and represented by the International Registry File Numbers described on Annex I. Dated: 4 0,2__ , 2010 [The remainder of this page is intentionally left blank] SDNY_GM_02761381 0 0 0 0 3 • 0 0 0 0 a 0 .4 J 0 3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248303 EFTA01331821

VPIOHVM0 Also VII0I1V1NO S3 3I Wd OC noN coot 88 NOUVU1S1038 IMI3111V VV4 HIIM 03114 SDNY_GM_02761382 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248304 EFTA01331822

IN WITNESS WHEREOF, the undersigned has executed this Release as of the dated noted above. FO Financing LLC By: Name: Bret Wiener Title: Vice President I. SDNY_GM_02761383 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248305 EFTA01331823

SDNY_GM_02761384 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248306 EFTA01331824

r.1., ,:•O Annex To Release Page 1 • Arngt"! 4 4e6A aircraft One (I) Raytheon Aircraft Como ny Me e e1 bearing manufacturer's serial number RK-244 (described on the InterhationarRegistry drop down menu as RAYTHEON AIRCRAFT COMPANY model 400A with serial number FtK-244 ) and U.S. Registration No. N493LX . En ines Two (2) Pratt & Whitney Canada model JTI5D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257 (described on the International Registry drop down menu as PRATT & WHITNEY CANADA model JTI5D SERIFS with serial numbers JA0256 and JA0257) (which engines are in excess of 550 horsepower or the equivalent). Morton Description of Document Date •:... Exectitet i ca r? ' F- 241%;', n- FAA Conveyance Number International Registry File Numbers Aircraft Mortgage and oirovio4"47tgay. giro TM007712 77670 Security Agreement • '7 II: .;;;Ps.SO'. t..: : 77674 between Flight Options, .• 77676 LLC, as grantor, and FO Financing, LLC, as Mortgagee (collectively, the "Mortgage"). ' ""fti:!.•" 1 • I • • • • cot 'tot, SDNY_GM_02761385 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248307 EFTA01331825

VHOHTDIO AlIO VWOHY1NO SZ ?I Lid (1C RON 0102 B9 NOI/VBIS1938 lAVB0811/ 'AU KIM 03114 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SDNY 02761386 15, and 17 EFTA_00248308 EFTA01331826

DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE002157532 See Recorded Conveyance Number TM007712, Doc ID 3870 SDNY_GM_02761387 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248309 EFTA01331827

SDNY_GM_02761388 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248310 EFTA01331828

FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPAFITMENT OF TRANSPORTATION reassug AVIATION AbliepseirriATION-ISUE asoreweer modeuerricas PROM, AIRCRAFT REGISTRATION APPLICATION bhl CERT. ISSUE DATE S I UNITED STATES U 493LX REGISTRATION NUMBER gm co Ct AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Corrpahy 400A c_ C AIRCRAFT SERIAL No. 5/ RK — 244 FOR FAA USE ONLY N .... TYPE OF REGISTRATION (Check one box) 1;2 O I. Individual O 2. Partnership O 3. Corporation 4J 4. Co-owner 0 5. Gov't CI 8. Nan-CI: n.1 5 C NAME OF APPLICANT (Person (s) shown on evidence of ownership. It individual, give last name. first' name. and mickle initial.) 1.) Shudtka Air, Inc. 6.25% of 100% (See Attachment Air`, III/ 11)S ° I t o TELEPHONE NUMBER: ( ) ADDRESS P.O. BOX S address also so rmigrelM (Permanent used physical must shown.) rot, crtGantr d.)(If rstoreor 26180 Curtiss —Wright Parkway are soh Rural Route: P.O. Box: CITY Richmond Heights STATE OH ZIP CODE 44143 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTEPITIONI Read the following statement before signing this application. Th is portion MUST be completed. A Wee Or dishonest answer to say question in Ms application may be grounds ter punishment by ere, end/ or entsriecement (U.S. Cede. Tee IS. Sec. 1001). gil l CERTIFICATION IAME CERTIFY: ( .0 The( the above acme IS owned by the undersigned arlicant. who Is a citizen (rnclucling corporations) of the United Suites. (For voting trust. phi* name of master ) Or- CHECK ONE AS APPROPRIATE: a CI A resident alien. with alien regIRration (Form 1-151 or Form 1.551) No IS. O(A nonatizen COvpmetIon organized and doing Wiliness under the lows of (mate) Delaware ancl InspLeon iddakatinit Argo d etettl Y-Wril tThtt e rows rrerdefewittmv. hrewmrtia, frir (2) That the Stash is not registered under the taws of any foreign country: end (3) Thal legal evkIonos of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: if executed for CO-ownership all applicants must sign. Use reverse side it necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART OF NS APPUCEION MUST I BE SMNED el NC SIGNATURE TITLE V P Whole A/C Sales & Aeo of FLIGHT OPTIONS, LLC Si ions .24 4•%0_____- fff SIGNATU Edward T. McDonald TITTLE acting as Attorney - In - for Shmitka Air, Inc. SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Regletratien, the airman may be operated for a Pence not in mamas of 00 OMs. during which time the PINK copy of this apPIICation must be carried In the aircraft. AC Form 8050-1 (5/03) (0052 .9007) SDNY_GM_02761389 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024831 I EFTA01331829

VINOHV1)10 All0 VHOHV.1)10 • LS TT 0C fl0N 010Z NOIIVHIS1O38 lAVH3HIV VVA HIIM SDNY_GM_02761390 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002483 12 EFTA01331830

ATTACHMENT TO AIRCRAFT REGIBTRITION APPLICATION 6104 %% St (84 Ito Reg 0: N493LX Model: Raytheon Aircraft Company 400A SINN: RK-244 1.) 2.) 3.) 4.) 6.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16.) 17.) Name of Applicant: Owning an undivided Interest of: Address: Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto Ascent II, LLC 3.126% of 100% Shown on Original form hereto Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.26% of 100% Shown on Original form hereto JHPH, LLC 6.25% of 100% Shown on Original form hereto George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto Emeril Alr, LLC 6.26% of 100% Shown on Original form hereto Air Leader, Inc. 3.126% of 100% Shown on Original form hereto Robert L. Emery 8, Dana M. Emery - Trustees 6.25% of 100% Shown on Original form hereto Two Big Bears, LLC 6.26% of 100% Shown on Original form hereto Daniel O. Conwill, IV 3.125% of 100% Shown on Original form hereto Mann Partners, LLC 6.26% of 100% Shovm on Original form hereto Advance Beverage Company. Inc. 6.26% of 100% Shown on Original form hereto LLI Corp. 6.26% of 100% Shown on Original form hereto Nordic Alr, LLC 8.26% of 100% Shown on Original form hereto Flight Options. LLC 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: V P of Whole Aircraft Sales 8. Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2.3.4,50.7.8.9.10.11.12.13.14,15.16 h 2.0 In Edward T. McDonald V P of Whole Aircraft Sales 8. Acquisitions of Flight Options, LLC for #17 T. By signing above. the applicaM agrees and stipulates (I) to the terms. Conditions and calthcatIon of the AC Form 5050.1 Aircraft Registration Application. to which Pis page is attached (the Appicatiare). (Metal all of the information set bib on the Application is true and sunset as of this date, and (III) the Application may be executed by the co-owners by executing separate couniersan signature pages. each of with when so executed and delivered shall be an original. but as such osuMerparts shall together constitute but one and the same application. SDNY_GM_02761391 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248313 EFTA01331831

VPIONV1)10 All0 VHONYtiO LS II WU 0£ BON OLOZ 88 NOLLVHISI038 told HUM 03113 SDNY_GM_02761392 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248314 EFTA01331832

FORM APPROVED OMB NO 2120-0002 UNITED STATES OF AMERICA OIL UMW IF1UMPORTAINN MAL AMIN Anonamil AIRCRAFT BILL OF SALE WSW In Thls Bloch Do FOR OR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS30 al DAY OF00V., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) NORDIC AIR, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 501" DAY OF NOV., 2010 SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC e..----- --- VICE PRESIDENT WHOLE AIRCRAFT EDWARD T. MCDONALD SALES & ACQUISITIONS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NBM0052-00-629-0003) Supersedes Previous Edition 103341305161 $5.00 11/30/2010 SDNY_GM_02761393 O0 O ca 0 0s O O a 2 N 0 8 yr SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248315 EFTA01331833

VIV0HY1)10 1,110 VH0111/1)I0 LS IT WU 0£ 010? BO NOILV8.131938 108081V VVA 1111/A031U SDNY 02761394 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002483 16 EFTA01331834

U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMIX IgYEATION CROSS-REFERENCE—RECORDATION RECORDED CONVEYANCE FILED IN: NNW& 493LX SERIAL. NUM: RIC•244 MFR' PAN AIRCRAFT COMPANY MODEL: 400A AIR CARRIER: This tons is to be used in cases %%Imre a sonny/me coven several aircraft and engines, propellers, oc locations File original of this fonn with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE AIRCRAFT MORTGAGE AND SECURITY AGREEMENT DATE EXECUTED JULY 8, 2010 FROM FLIGHT OPTIONS LLC (12.50% INTEREST) DOCUMENT NO. TM007712 TO OR ASSIGNED TO FO FINANCING LLC DATE RECORDED JUL 26, 2010 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Pi Toad Spare Parts: N493LX P&W C rn 5D-5 PCE-3A0256 P&W C 17151.3-5 PCE-1A0257 APS-750.23R (02/08) SDNY_GM_02761395 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248317 EFTA01331835

SDNY_GM_02761396 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248318 EFTA01331836

8 N 0 0 f • 3 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT dated as of 3 20t0 —4.114-116Sarle by FLIGHT OPTIONS, LLC In favor of FO FINANCING, LLC as Mortgagee 101891532438 915.00 137108/2010 a C O 0 O 3 SDNY_GM_02761397 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248319 EFTA01331837

vVICHVINO All3 VI-O1O1)10 01 C bid a W Diet V V.11,?, 03 113 SDNY_GM02761398 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248320 EFTA01331838

TABLE OF CONTENTS SECTION 1 CERTAIN DEFINITIONS 1.1 Definitions 1 SECTION 2 GRANTING CLAUSE 5 SECTION 3 REPRESENTATIONS AND WARRANTIES 6 SECTION 4 COVENANTS 6 4.1 Registration Maintenance and Operation 6 4.2 Liens 7 4.3 Taxes 7 4.4 Possession 8 4.5 Insurance 8 4.6 Modification and Additions 8 4.7 Reserved 8 4.8 Inspection 8 4,9 Reserved 8 4.10 Citizenship 9 4.11 Event of Loss with Respect to an Engine 9 4.12 Further Assurances 9 4.13 Sale of Aircraft 10 SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 10 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral 10 SECTION 6 EVENTS OF DEFAULT AND REMEDIES 10 6.1 Remedies 10 6.2 Possession of Mortgage Collateral 10 6.3 Salo and Suits for Enforcement 11 6.4 Waiver of Appraisement, etc 12 6.5 Remedies Cumulative 12 6.6 Application of Proceeds 12 6.7 Delay or Omission; Possession of Loan Certificates 12 6.8 Mortgagee's Right to Perform for the Grantor 12 C111995086130-1066491.0071 SDNY_GM_02761399 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248321 EFTA01331839

I SDNY_GM_02761400 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248322 EFTA01331840

6.9 Deregistration 12 6.10 Speedy Relief Remedies 13 SECTION 7 MISCELLANEOUS PROVISIONS 13 7.1 Amendments, etc 13 7.2 Indemnification 13 7.3 Reserved ' 14 7.4 Notices 14 7.5 . Continuing Lien and Security Interest; Transfer; Release of Mortgage Collateral; Termination of Mortgage 14 7.6 Ooveming Law 14 7.7 Severability 15 EXHIBIT Exhibit A Credit and Security Agreement SCHEDULE Schedule 1 Description of Aircraft and Engines 04190.30861104.066497.0072 SDNY_GM_02761401 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248323 EFTA01331841

I SONY GM 02761402 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248324 EFTA01331842

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of &LI Sr 2040 (the "Mortaarte"), made by PLIGHT OPTIONS, LLC, a Delaware limited liability' company (the "Grantor"), with Its chief executive office and principal place of business at 26180 Curtiss Wright Parkway, Cleveland, Ohio 44143, in favor of PO FINANCING, LLC, a Delaware limited liability company, as Lender under the Credit and Security Agreement defined below (the "Mortgagee"). WITNESSETH: WHEREAS, the Grantor and the Mortgagee are parties to that certain Amended and Restated Credit and Security Agreement dated of even date herewith attached hereto as Exhibit A (as amended, amended and restated, joined, supplemented or otherwise modified from time to time, the "Credit and Security Arreemenj"), pursuant to which Mortgagee has agreed to make certain loans and advances to the Grantor subject to the terns and conditions set forth therein; NOW, THEREFORE, to secure indebtedness of the Grantor to the Mortgagee arising under the Credit and Security Agreement, and the repayment of all sums due under the other Loan Documents, as defined in the Credit and Security Agreement, whether direct or indirect, absolute or contingent, joint or several, or now or hereafter existing, the Grantor hereby agrees with the Mortgagee as follows: SECTION 1 CERTAIN DEFINITIONS 1.1 Definitions. Unless otherwise defined herein, capitalized terms defined herein shall have the respective meanings ascribed to them in the Credit and Security Agreement. All other capitalized terms defined in the preamble and recitals to this Mortgage shall have the respective meanings ascribed to them therein and the following terms shall have the following • defined meanings (and shall be applicable to both the singular and fhb plural forms of such terms): "Act: the Transportation Act, 49 U.S.C. §§40101, et seq„ as amended, and any similar legislation of the United States of America enacted in substitution or replacement thereof; together with the regulations of the FAA thereunder, as in effect from time to time. "Aircraft": collectively, each Airframe, together with the Engines Stalled thereon as of the date hereof, described in Schedule 1 hereto (or any Engine substituted for one of said Engines pursuant to subsection 4.11 hereof), whether or not any of said existing or substitute Engines may from time to time be installed on such Airframe, to the extent of the Grantor's ownership interest therein. "Aircraft Protocol": the official English language text of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, as the same may be amended or modified from time to time. "Airframe": that certain airframe which forms part of the Aircraft, excluding the Engines or engines from time to time installed thereon, either originally mortgaged hereunder and C14199 $0261104.066497.0071 I hereby certify this is a true Cixact a In Ai ft Title Service, Inc. SONY_GM_02761403 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248325 EFTA01331843

SDNY_GM_02761404 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248326 EFTA01331844

described in Schedule I hereto, together with any and all Parts which arc either incorporated or installed in or attached to such airframe or required to be subject to the lien and security interest of this Mortgage in respect of such Airframe, to the extent of the Grantor's ownership interest therein. "Cape Town Convention": collectively, the Aircraft Protocol, the Convention, the International Registry Procedures and the International Registry Regulations. "Certificated Air Cartier": any corporation (except the United States Government) domiciled in the United States of America and (i) holding a Certificate of Public Convenience and Necessity issued under 49 U.S.C. Section 41102 by the Department of Transportation or any predecessor or successor agency thereto, or, in the event such Certificates shall no longer be issued, any corporation (except the United States Government) domiciled in the United States of America and legally engaged in the business of transporting for hire passengers or cargo by air predominantly to, from or between points within the United States of America, and, in either event, operating commercial jet aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo, which also is certificated so as to entitle Grantor to the benefits of Section 1110 of Title 11 of the United States Code or any analogous statute with respect to the Aircraft and/or (ii) having certified authority by the FAA to conduct scheduled air cargo transportation under Part 121 of the regulations promulgated under the Act. "Civil Aircraft Registry": the civil aircraft registry maintained by the FAA pursuant to the Act. "Convention": the official English language text of the Convention on International Interests in Mobile Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, South Africa, as the same may be amended or modified from time to time. "Credit and Security Agreement": the term as defined in the above recitals of this Mortgage. "Engine": each aircraft engine described in Schedule 1 hereto, together with any and all Parts which are either incorporated or installed in or attached to such Engine or required to be subject to the lien and security interest of this Mortgage in respect of such Engine, to the extent of the Grantor's ownership interest therein. "Event of Loss": any of the following events with respect to any property: loss of such property or of the use thereof due to theft, disappearance, destruction, damage beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever; (ii) any damage to such property which results in an insurance settlement with respect to such property on the basis of a total loss; (iii) the condemnation, confiscation, seizure or hijacking of, or requisition of title to or use of, such property by private Persons or Governmental Authority or purported Governmental Authority, excluding, however, requisition for use by the United CHIN SOINI 30.5.0664970071 SDNY_GM_0276 140 5 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248327 EFTA01331845

SONY GM 02761406 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248328 EFTA01331846

States Government or any instrumentality or agency thereof for a period of less than 60 days; (iv) as a result of any rule, regulation, order or other action by the FAA or other governmental body having jurisdiction, the use of such property in the normal course of interstate air transportation shall have been prohibited for a period of six (6) consecutive months; or (v) the operation or location of such property, while under requisition for use by the United States Government, or any instrumentality or agency thereof, in any area excluded from coverage by any insurance policy in effect with respect to such property, if the Grantor shall be unable to obtain indemnity in lieu thereof satisfactory to the Lender from the United States Government. An Event of Loss with respect to an Aircraft shall be deemed to have occurred if an Event of Loss occurs with respect to such Aircraft, Airframe or any Engine to which is a part of such Aircraft. "FAA": the United States Federal Aviation Administration, or any successor or replacement administration or governmental agency having the same or similar authority and responsibilities. "Governmental Authority": any federal, state, • local or foreign governmental or regulatory entity (or department, agency, authority or political subdivision thereof) or any other judicial, public or statutory instrumentality, commission, tribunal, board, court or bureau. "Indemnified Liabilities": those liabilities as defined in Section 7.2 hereof. "International Interest": such interest as ascribed thereto in the Capo Town Convention. "International Registry": the International Registry of Mobilo Assets located in Dublin, Ireland and established pursuant to the Cape Town Convention, along with any successor registry thereto. "International Registry Procedures": the official English language text of the procedures for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "International Registry Regulations": the official English language text of the regulations for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "Irrevocable De-Registration and Export Request Authorization" or "IDERA": such de- registration and authorization as provided under the Cape Town Convention and as provided in subsection 6.9 of this Mortgage. CH199 5046130.5b5M97.0371 SDNY_GM_02761407 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EETA_002483/9 EFTA01331847

SDNY GM 02761408 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248330 EFTA01331848

"Lien": any mortgage, security deed, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic etlect as any of the foregoing, and the filing of, or aweement to give, any financing statement under the UCC or comparable law of any jurisdiction and, including, without limitation, rights of others under any engine or parts interchange, loan lease or pooling agreement, and any International Interest and/or Prospective International Interest. "Mortgage": this Mortgage as defined in the preamble. "Mortgage Collateral": such collateral as defined in Section 2 hereof. "Obligations": such term as defined in the Credit and Security Agreement, including without limitation all amounts due to the Mortgagee arising under or related to this Mortgage. "Parts": at any time, all parts, components, equipment, instruments, appliances, avionics, radio and radar devices, cargo, handling systems and loose equipment that arc at such time incorporated or installed in or attached to any Airframe, Engine or Part, to the extent of the Grantor's ownership interest therein. "Permitted Liens": (a) Liens of carriers, warehousemen, artisans, bailees, mechanics and materialmen incurred in the ordinary course of business securing sums not overdue; (b).Liens incurred in the ordinary course of business in connection with worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, relating to employees, securing sums (i) not overdue or (ii) being diligently contested in good faith provided that adequate reserves with respect thereto arc maintained on the books of the Grantor, in conformity with GAAP; (c) Liens in favor of Mortgagee; (d) Liens for taxes (i) not yet due or (ii) being diligently contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP and which have no effect on the priority of Liens in favor of Mortgagee or the value of the assets in which Mortgagee has a Lien; (a) purchase money Liens securing purchase money indebtedness to the extent permitted under the Credit and Security Agreement and this Mortgage (and as such terms arc defined in the Credit and Security Agreement); and (I) Liens specifically identified as Permitted Liens in the Credit and Security Agreement. "Proceeds": the meaning set forth therefor in the UCC, and shall include, without limitation, the meaning set forth therefor in the Credit and Security Agreement and whatever is receivable or received when any Airframe, Engine or Part is sold, exchanged, collected or otherwise disposed of, including, without limitation, all amounts payable or paid under Insurance, requisition or other payments as the result of any loss (including an Event of Loss) or damage to such Airframe, Engine or Part. "Prospective International Interest": such interest ascribed thereto in the Cape Town Convention. "Replacement Engine" as defined in Section 4.11 hereof. CH n9 5016130-5.C66497X072 SDNYGM02761409 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024833 I EFTA01331849

SONY GM 02761410 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248332 EFTA01331850

"Tlili" as defined in Section 4.3 hereto. "UCC" means the Uniform Commercial Code as the same may, from time to time be in effect in the State of New York; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Mortgagee's Lien on any Mortgage Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Mortgage relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions; provided further, that to the extent that the term "UCC" is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 shall govern. SECTION 2 GRANTING CLAUSE Mort&age and Grant of Security Interest. To secure the due and prompt payment and performance of the Obligations of the Grantor at any time owing to the Mortgagee, the Grantor hereby assigns, mortgages, transfers and confirms unto the Mortgagee and hereby grants to the Mortgagee a first priority security interest, subject to no other Liens, in all right, title and interest of the Grantor in and to the following property, whether now owned or hereafter acquired (herein collectively called the "Iyforteace Collateral"), and agrees that the foregoing, together with the other provisions of this Agreement, creates in favor of the Lender an International Interest in the Aircraft, as collateral security for the prompt and complete payment and performance when due of all the Obligations: (a) the Aircraft (including the Airframe and the Engines) and all replacements thereof and substitutions therefor to which the Grantor shall from time to time acquire title as provided herein, or any replacements or substitutions therefor, as provided in this Mortgage; (b) all logs, manuals, books, records (including, without limitation, maintenance, servicing, testing, modification and overhaul records) and other documents (including, without limitation, any logs, manuals, books, records and documents maintained in electronic form) relating to or otherwise concerning the Aircraft, the Airframe or any Engine (collectively, the "Records"), including without limitation, all Records required to be maintained by the FAA or any other governmental entity, domestic or foreign, having jurisdiction over the Grantor or the Aircraft, the Airframe or any Engine; (c) all policies of insurance (including, without limitation, any insurance policies required to be maintained by Grantor hereunder relating to the Aircraft, the Airframe and/or any Engine and all payments and proceeds and all rights to payment or compensation received or to be received under any such policies of insurance in respect of any loss or damage to and/or relating to or involving the Aircraft or any part thereof and all compensation and other payments of any kind with respect to the Aircraft, including, but not limited to the insurance required hereunder, under the Credit and Security Agreement and all payments and compensation and rights to payment and/or compensation in respect of any requisition, forfeiture, seizure, detention or other loss of title to or the use or possession of the Aircraft or any part thereof; CHI9) Set6130.5.066497.0071 SONY GM 02761411 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248333 EFTA01331851

... SDNY_GM_02761412 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248334 EFTA01331852

(d) all proceeds (whether cash or non-cash), rents, tolls, issues, profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received as a result of, arising from, derived in connection with or otherwise relating to the Aircraft or any part thereof, including, without limitation, all proceeds, rents, tolls, issues, profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received relating to or in connection with the sale, lease, hire, charter or other disposition of the Aircraft or any part thereof or the provision of services of any nature whatsoever utilizing the Aircraft or any part thereof; (e) all Proceeds of all or any of the foregoing whether cash or otherwise. SECTION 3 REPRESENTATIONS AND WARRANTIES The Grantor represents and warrants that: (a) The Grantor shall (i) be a "citizen of the United States" as defined in 49 U.S.C. Section 40102(aX15)(c), (ii) have good and marketable title to such Mortgage Collateral, free and clear of all Liens other than the Liens permitted by subsection 4.2 hereof, and (iii) duly register in the name of the Grantor, at its expense, the Airframe constituting part of such Aircraft, in accordance with the Act and shall have in full force and effect a certificate of airworthiness duly issued pursuant to said Act. (b) This Mortgage is in proper form to be duly filed for recordation in accordance with the Act against the Mortgage Collateral, and this Mortgage shall constitute a duly perfected lien on and prior perfected security interest in such Mortgage Collateral, subject to no other Liens (except for Permitted Liens). (c) (i) No International Interest or Prospective International Interest (other than that of Mortgagee) is registered with the International Registry with respect to the Aircraft; (ii) Grantor shall not consent to the registration of any International Interest or Prospective International Interest with respect to the Aircraft (other than any such interest registered in favor of Mortgagee); and (iii) Grantor has not executed an IDERA with respect to the Aircraft in favor of any person (other than Mortgagee) which has not been discharged and removed from the Civil Aircraft Registry in Oklahoma City, Oklahoma. SECTION 4 COVENANTS 4.1 Registration Maintenance and Operation. The Grantor, at its own cost and expense, will: (i) prior to mortgaging any Aircraft hereunder, (A) cause the Airframe included therein to be duly registered, and at all times thereafter to remain duly registered, in the name of the Grantor in accordance with the Act (B) register, on the International Registry, its consent to the registration of the Mortgagee's Unemotional Interest created pursuant to this Mortgage and the other Loan Documents (including any Prospective International Interest) with respect thereto, (C) provide the Mortgagee reasonably satisfactory evidence that there are no International Interests or Prospective International Interests against the Aircraft which are prior and superior to the Lien of this Mortgage in favor of the Mortgagee; (ii) at all times cause to be maintained, carom SOW 304.066491.4072 SDNY_GM_02761413 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248335 EFTA01331853

SDNY GM 02761414 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248336 EFTA01331854

serviced, repaired, overhauled and tested each Airframe, Engine, and Part, or other relevant Mortgage Collateral, so as to the good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, and, in the case of each Aircraft, in such condition as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in good standing at all times under the Act and to enable such Aircraft at all times to be operated in commercial cargo service in the United States; and (iii) maintain all records, logs and other materials required by the FAA and any other Governmental Authority having jurisdiction to be maintained in respect of such Mortgage Collateral. The Grantor will comply with all material rules and regulations of the FAA. The Grantor agrees that the Airframes, Engines and Parts and any other Mortgage Collateral will not be maintained, used or operated: (A) in violation of any material law, rule, regulation or order (as defined below) of any Governmental Authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to any Mortgage Collateral issued by any such Governmental Authority, except for any violation which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (B) in any area excluded from coverage by any insurance required by the terms of subsection 4.5 hereof, except in the case of a requisition for use by the United States of America, and then only if the Grantor obtains indemnity in lieu of such insurance from the United States of America against the risks and in the amounts required by said subsection 4.5 covering such area, or as to which the Grantor has otherwise obtained the written consent of the Mortgagee; or (C) in any recognized or threatened area of hostilities unless fully covered to the Mortgagee's satisfaction by war-risk insurance, or unless such Airframe, Engine, Parts or other Mortgage Collateral are operated or used under contract with the government of United States of America under which contract said government assumes liability for any other damage, loss, destruction or failure to return possession of such Airframe, Engine, Parts or Mortgage Collateral at the end of the tam of such contract and for injury to persons or damage to property of others or unless the Aircraft is only temporarily located in such area as a result of an isolated occurrence attributable to a hijacking, medical emergency, equipment malfunction, weather conditions, navigational error or other similar unforeseen circumstances and the Grantor is using its good faith efforts to remove the Aircraft from such area. For purposes of this Section 4.1, a "material" law, rule, regulation or order of the FAA or any other Governmental Authority having jurisdiction (domestic or foreign) is one the violation of which may lead to an enforcement action by the FAA or such Governmental Authority or suspension, revocation or limitation of Grantor's authority to operate as a Certificated Air Carrier. 4.2 Liens. The Grantor will not create or suffer to exist any Lien, International Interests or Prospective International Interest upon or with respect to any of the Mortgage Collateral, except for Permitted Liens and any other Liens permitted by the terms hereof and by the Credit and Security Agreement. 4.3 Taxes. The Grantor will pay, and hereby indemnifies the Mortgagee and each Lender from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing being here called a wl:m") which may from time to time be imposed on or asserted against the Mortgagee or any Airframe, Engine or Part or other Mortgage Collateral or any interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority upon or with respect to: (i) any Airframe, Engine or Part, or any interest therein, (ii) the manufacture, CHI99 53861/0-5.066497D072 SDNY_GQ02761415 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248337 EFTA01331855

I SDNY_GM_02761416 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248338 EFTA01331856

purchase, ownership, mortgaging hereunder, lease, sublease, use, storage, maintenance, sale or other disposition of any Airframe, Engine or Part, or any rentals or other earnings, payable therefor or arising therefrom or the income or other proceeds received with respect thereto, or (iii) this Mortgage; provided, however, that, nothing in this subsection 4.3 shall require the payment of any Tax unless proceedings shall have been commenced to foreclose any Lien which may have attached as security for such Tax, so long as the validity thereof shall be contested in good faith by appropriate proceedings and that Grantor shall have set aside and maintained on its books adequate reserves with respect thereto. 4.4 Possession. The Grantor will not, without the prior written consent of the Mortgagee, except as permitted under the Credit and Security Agreement, lease or otherwise in any manner deliver, transfer, remove or relinquish possession or control of, or transfer any right, title or interest of the Grantor in, any Mortgage Collateral, including without limitation any Airframe, Engine or Part or install any Engine or permit any Engine to be installed, on any airframe other than an Airframe, or permit any Part to be installed on or attached to any airframe or engine other than to an Airframe or Engine. 4.5 Insurance. (a) The Grantor at its own expense shall carry insurance with respect to the Mortgage Collateral as required pursuant to the terms and provisions of the Credit and Security Agreement, together with such endorsements in favor of the Mortgagee (or Lender) as are required by the Credit and Security Agreement. (b) Upon the occurrence and continuance of an Event of Default, all insurance payments received by the Mortgagee (or Lender) or any Grantor with respect to the Mortgage Collateral shall be (if received by the Grantor, immediately paid to the Mortgagee (or Lender)) held and applied by the Mortgagee (or Lender) against the Obligations as provided under the Credit and Security Agreement, or be retained by the Grantor for application to the repair of damage to the Aircraft, Airframe, Engine, or Part for which such insurance was paid, all in accordance with the terms of the Credit and Security Agreement. 4.6 Modification and Additions. The Grantor, at its expense, shall make such modifications in and additions to the Airframes and the Engines as may be required from time to time to meet the standards of the FAA or other Governmental Authority having jurisdiction. In addition, so long as no Default or Event of Default shall have occurred and be continuing, the Grantor, at its expense, may from time to time make such modifications in and additions to any Airframe or Engine as it may deem desirable in the proper conduct of its business, provided that no such modification or addition shall diminish the value or utility of such Airframe or Engine or impair the airworthiness or operating condition thereof below the value, utility, airworthiness and condition thereof immediately prior to such modification or addition (assuming such Airframe or Engine was of the value and utility and in the condition required by the terms of this Mortgage immediately prior to such modification or addition) and any expenses incurred or related thereto are in accordance with the terms of the Credit and Security Agreement. 4.7 Reserved. CH m9 5096133.5 066497.0072 SDNY_GM_02761417 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248339 EFTA01331857

SONY GM 02761418 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248340 EFTA01331858

4.8 inspection. Subject to the provisions of Section 6.10 of the Credit and Security Agreement, the Grantor shall permit the Mortgagee by its officers or agents to inspect the Mortgage Collateral, including the Aircraft, and the Grantor's documents and records relating thereto,'al all such times during normal business hours as the Mortgagee may from time to time reasonably request; provided that so long as no Event of Default shall have occurred and is continuing such visits shall be limited to two (2) occasions per fiscal year. 4.9 Reserved. 4.10 Citizenship. The Grantor shall at all times be a "Citizen of the United States" as • defined in 49 U.S.C. Section 40102(a)(15)(c). 4.11 Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe on which such Engine was originally installed, the Grantor shall give the Mortgagee prompt written notice thereof and shall, within 90 days after the occurrence of such Event of Loss, duly subject to the lien and security interest of this Mortgage, in substitution for the Engine with respect to which such Event of Loss occurred, substitute another engine of the same manufacturer and model described on Schedule 1 attached hereto (or engine of the same manufacturer of an improved model and suitable for installation and use on an Airframe or such other engine acceptable to the Mortgagee) (herein called a "Replacement Engine") free and clear of all Liens and having a value and utility at least equal to, and being in as good operating condition as, the Engine with respect to which such Event of Loss occurred assuming such Engine was of the value and utility.and in the condition and repair required by the terms of this Mortgage immediately prior to the occurrence of such Event of Loss. At the time of such replacement, the Grantor, at its expense, shall (i) furnish the Mortgagee with evidence, reasonably satisfactory to the Mortgagee, of the Grantor's title to the Replacement Engine, (ii)' cause a supplement to this Mortgage describing the Replacement Engine to be duly executed and filed for recordation pursuant to the Act, (iii) furnish the Mortgagee with such evidence of compliance with the insurance provisions of subsection 4.5 hereof with respect to such Replacement Engine as the Mortgagee may reasonably request, and (iv) furnish the Mortgagee with such certificates and opinions of counsel as the Mortgagee may request in order to evidence. the value, utility and operating condition of the Replacement Engine, the Grantor's title to the Replacement Engine free and clear of all Liens (other than Permitted Liens) and the subjection of the Replacement Engine to the lien and security interest of this Mortgage. Upon full compliance by the Grantor with the provisions of this subsection 4.11, the Mortgagee will deliver to the Grantor an instrument releasing the Engine with respect to which such Event of Loss occurred from the lien and security interest of this Mortgage. For all purposes of this Mortgage, each Replacement Engine shall, after being subjected to the lien and security interest hereof, be deemed an "Engine" as defined herein and shall be deemed part of the same Aircraft as was the Engine replaced thereby. 4.12 Further Assurances. The Grantor at its expense will promptly and duly execute and deliver such documents and assurances and take such action as may be necessary, or as the Mortgagee may from time to time request, in order to more effectively carry out the intent and purpose of this Mortgage, to establish, protect and perfect the rights, remedies, liens and security interests created or intended to bo created In favor of the Mortgagee hereunder and to comply 04199 50116 / X14.066497.0072 SDNY_GM_02761419 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248341 EFTA01331859

1 SDNY_GM_02761420 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248342 EFTA01331860

with the laws and regulations of the FAA and the requirements of the Cape Town Convention with respect any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft, or the laws and regulations of any of the various states or countries in which the Mortgage Collateral, including the Aircraft is or may fly over, operate in, or become located in or any other applicable law, including, without limitation, the execution, delivery and tiling of UCC financing and continuation statements with respect to the securitS, interests created hereby, registration of any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft with the International Registry, in each case in form and substance satisfactory to the Mortgagee, in such jurisdictions as the Mortgagee may reasonably request. The Grantor hereby authorizes the Mortgagee to file any such statements without the signature of the Grantor to the extent permitted by applicable law. 4.13 Sale of Aircraft. Without the prior written consent of the Mortgagee, the Grantor shall not sell, transfer or otherwise dispose of any Mortgage Collateral, including any Aircraft or enter into any conditional sale, finance lease or any other agreement or arrangement which has the same legal effect as a sale (regardless of whether Grantor retains title to such Aircraft), except as provided in the Credit and Security Agreement. SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral. Whether or not an Event of Default or Default shall have occurred and be continuing hereunder and/or under the Credit and Security Agreement, all payments and proceeds related to and arising from the Mortgage Collateral shall be paid to the Mortgagee and applied in accordance with the terms of the Credit and Security Agreement. SECTION 6 EVENTS OF DEFAULT AND REMEDIES 6.1 Remedies. If an Event of Default under the Credit and Security Agreement shall occur, the Mortgagee may, without notice of any kind to the Grantor, except as otherwise provided herein andlo the extent permitted by law, carry out or enforce the actions or remedies provided in this Section 6 or elsewhere in this Mortgage, any applicable rights and remedies specified under the Cape Town Convention, and any rights and remedies otherwise available to a secured party under the UCC and/or the Uniform Commercial Code as in effect at the time in any applicable jurisdiction; provided, however, that such actions and remedies shall be in addition to, and not be deemed to limit, the remedies provided in any Security Document 6.2 Possession of Mortgage Collateral. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, without notice, take possession of all or any part of the Mortgage Collateral, including the Aircraft and may exclude the Grantor, and all persons claiming under the Grantor, wholly or partly therefrom. In addition, the Mortgagee shall be entitled to exercise all of their respective rights and remedies as set forth in this Mortgage, under the Loan Documents, and at law with respect to the Mortgage Collateral. At the request of the Mortgagee, the Grantor shall promptly deliver or cause to be delivered to the Mortgagee or to whomsoever the Mortgagee shall designate, at such time or times and place • - 10 - CIII99 50/6130-5.046497.0072 SDNY_GM_02761421 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248343 EFTA01331861

SDNYGM02761422 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248344 EFTA01331862

or places as the Mortgagee may reasonably specify, and fly or cause to be flown to such airport or airports in the continental United States as the Mortgagee may reasonably specify, without risk or expense to the Mortgagee, all or any part of the Aircraft specified by the Mortgagee. in addition, the Grantor will provide, without cost or expense to the Mortgagee, storage facilities rot- the Mortgage Collateral, including any Aircraft. If the Grantor shall for any reason fail to deliver any Mortgage Collateral or any part thereof after demand by the Mortgagee, the Mortgagee may, without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee, (i) obtain an order from any court having jurisdiction conferring on the Mortgagee the right to immediate possession or requiring the Grantor to deliver immediate possession of aU or part of such Aircraft to the Mortgagee, to the entry of which the Grantor hereby specifically consents, or (ii) with or, to the fullest extent provided by law, without such judgment, pursue all or any part of such Mortgage Collateral, including the Aircraft wherever they may be found and enter any of the premises of or leased by the Grantor where such Mortgage Collateral, including the Aircraft may be and search for such Mortgage Collateral, including the Aircraft and take possession of and remove the same. The Grantor agrees to pay to the Mortgagee, upon demand, all expenses incurred in taking any such action; and all such expenses shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage and the Security Documents. Upon every such taking of possession, the Mortgagee may, from time to time, make all such reasonable expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Mortgage Collateral, including the Aircraft as it may dean proper. 6.3 Sale and Suits for Enforcement. (a) If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee, with or without taking possession of the Mortgage Collateral, including tho Aircraft, may: (i) to the extent and in the manner permitted by law, sell at ono or more sales, all or any part of the Mortgage Collateral, at public, or private sale, at such place or places and at such time or times and upon such terms, including terms of credit (which may include the retention of title by the Mortgagee to the property so sold), as the Mortgagee may determine, whether or not the Mortgage Collateral shall be at the place of sale; and (ii) proceed to protect and enforce its rights under this Mortgage by suit, whether for specific performance of any covenant herein contained or in aid of the exercise of any power herein granted or for the foreclosure of this Mortgage and the sale of the Mortgage Collateral under the judgment or decree of a court of appropriate jurisdiction or for the enforcement of any other right. (b) At any public sale of any Mortgage Collateral, including the Aircraft or any part thereof by the Mortgagee pursuant to paragraph (a)(i) above, the Mortgagee may consider and accept bids requiring the extension of credit to the bidder and may determine the highest bidder at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the extension of credit. - I - CHID9 5086130.3.066497.0072 SDNY_GM_02761423 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248345 EFTA01331863

SONY GM 02761424 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248346 EFTA01331864